OREANDA-NEWS. June 5, 2007. Today the Annual General Shareholders’ Meeting of JSC OGK-5 has taken place. Shareholders have made the decision to reorganize JSC OGK-5 by merger with JSC OGK-5 Holding, under the conditions stipulated in the Merger Agreement.

On December 6, 2006, an Extraordinary General Shareholders’ Meeting of JSC OGK-5 made the decision to reorganize RAO UES of Russia by spin-off of JSC OGK-5 Holding from RAO UES and its subsequent merger with JSC OGK-5. The main reorganisation principle is the pro-rata distribution of shares of JSC OGK-5 among RAO UES shareholders, in proportion to the stake of RAO UES in the share capital of JSC OGK-5. At the moment, the stake of RAO UES in the share capital of JSC OGK-5 is 75.03%. 25.03% of OGK-5 shares is planned to be sold at a public auction to be held on June 6, 2007. Thus, the stake of RAO UES of Russia in the share capital of JSC OGK-5 will fall to 50%. As a result of the conversion of JSC OGK-5 Holding shares into JSC OGK-5 shares, RAO UES shareholders will receive JSC OGK-5 shares in proportion to the stake of RAO UES of Russia in the share capital of JSC OGK-5.

In order to secure the rights of shareholders during the conversion of JSC OGK-5 Holding shares into JSC OGK-5 shares, the meeting decided to increase the share capital of JSC OGK-5 by placement of additional ordinary non-documentary shares in the amount of 1 million shares with the par value of 1 RUB, totaling 1 million RUB. The type of placement of the additional shares is conversion. Such issue is of technical nature and serves to avoid split shares during the conversion.

The GSM made the decision to pay dividends for the ordinary shares of the Company based on the results of the second half of 2006, amounting to 0.00634689 RUB per one ordinary share.

ZAO PricewaterhouseCoopers Audit was appointed Auditor of the Company.