OREANDA-NEWS. August 24, 2007. RAO UES closes the record for determining the persons entitled to take part in the EGM (to be held on 26 October 2007) which will consider the second (final) phase of the RAO UES reorganization. The record for RAO UES DR holders closes at the same time.

The EGM will be held using the absentee voting method. The shareholders are to send the voting papers to ZAO "STATUS Registration Company" (109544, Moscow, ul. Dobrovolcheskaya, 1/64). The registrar stops to register the voting papers at 18:00 msk, 26 October 2007.

The EGM agenda includes the following issues:
to approve the reorganization of RAO "UES of Russia" by way of spin-off, the parameters and charters of the spin-off companies;
to elect boards of directors for each of such companies (28 items of business, equal to the number of the companies);
merger of the interim spin-off HoldCos with and into the respective companies forming the intended sector structure (23 items of business);
to approve the reorganization of RAO "UES of Russia" by way of merger with and into OAO "UES FGC".

Reorganization of OAO RAO "UES of Russia" put a logical end to the reform being undergone by the sector. The Company will be reorganized in two phases. The first phase will be completed in early September 2007 after OAO "WGC-5" and OAO "TGC-5" are separated from RAO "UES of Russia".

The Board of Directors at its 2 March 2007 meeting approved the conceptual model for the second (final) phase of the Company's reorganization. This model envisages that the restructuring of the energy company's assets will be completed in 2007-2008, all companies of the post-reform sector structure (FGC, System Operator, WGCs, TGCs, etc.) will be separated from RAO "UES of Russia", and the Parent Company, RAO "UES of Russia", will cease its activities.

The base principle of the second phase of reorganization is that RAO UES shareholders will receive shares in the spin-off companies pro rata to their holdings of the Parent Company's shares. It suggests that as a result of the reorganization each shareholder receives the number of shares in the target companies of the sector that equals by market-value to their holding of OAO RAO "UES of Russia" shares.

At the same time, the way of voting on the issue of the final reorganization of OAO RAO "UES of Russia" at EGM will influence only a shareholder's direct owning in OAO "UES FGC", HydroWGC, and heat WGCs/TGCs.

Thus, the number of shares in OAO "UES FGC" and HydroWGC directly owned by the shareholder who failed to approve the reorganization will be a little bit more. Accordingly, the number of shares in heat WGCs/TGCs directly owned by a shareholder voting against the reorganization will be less than it could be in the case of an affirmative vote.

The shareholders of RAO "UES of Russia" who vote against or do not participate in the voting are entitled to require that the Company repurchase all or some of their shares in RAO "UES of Russia".

Such shareholders will be entitled to send written share repurchase requests to the Company within 45 days upon decision by the EGM of the RAO UES reorganization. At one of the meetings, which will be held not later than 15 December 2007, the Board of Directors will approve the share repurchase report.

Upon expiry of the 45-day period RAO "UES of Russia" must, within 30 days, repurchase shares from the shareholders who have sent written requests for the repurchase.

The share repurchase price has been determined by the Board of Directors based on the valuation report prepared by the independent appraiser, Deloitte & Touche, at RUB32.15 per ordinary share and RUB29.44 per preferred share of RAO "UES of Russia".