OREANDA-NEWS. A remote meeting of the Board of Directors of JSC OGK-5 took place. The Board of Directors recommended the Annual General Shareholders’ Meeting to make a decision about the reorganisation of JSC OGK-5 by merger with JSC OGK-5 Holding pursuant to the terms and conditions of the Merger Agreement conditions, approve the given Agreement and approve the execution of the Agreement as a interested-party transaction.

It should be noted that, on December 6, 2006, the General Shareholders Meeting of RAO UES of Russia made the decision to reorganize RAO UES of Russia in the form of spin-off of JSC OGK-5 Holding from RAO UES and its merger with JSC OGK-5. The main reorganisation principle is pro-rata distribution of OGK-5 shares among RAO UES shareholders in relation to the stock, which will be owned by RAO UES after the sale of 25.03% of OGK-5 shares in a public auction on June 6, 2007. This decision also set the procedure and conditions of the spin-off, the distribution ratio for each category and type of shares, their par value, the total amount of shares to be distributed, the size of the share capital of JSC OGK-5 Holding, its separation balance sheet.

To secure the rights of shareholders during the conversion of shares of JSC OGK-5 Holding into shares of JSC OGK-5, the Board of Directors recommended the shareholders to increase the share capital of JSC OGK-5 through placement of 1 million of additional ordinary non-documentary shares with the par value of 1 RUB, totaling 1 million RUB. The type of placement of the additional shares is the conversion of ordinary registered shares of JSC OGK-5 Holding into additional ordinary registered shares of JSC OGK-5. This issue is technical in nature and is aimed at avoiding any split shares during the conversion.

The Board of Directors recommended the Annual General Shareholders’ Meeting to pay dividends for the Company’s ordinary shares based on the results of the second half of 2006, equalling 0.00634689 RUB per one ordinary share.

The Board of Directors proposed to the Annual GSM to approve ZAO PricewaterhouseCoopers Audit as the Company’s Auditor for 2007.

The official announcement about the holding of the Annual GSM will be published at OGK-5’s website, www.ogk-5.com, until May 2, 2007.

The Annual GSM of JSC OGK-5 will be held on June 1, 2007. The date of preparation of the list of persons entitled for participation in the Annual GSM is April 13, 2007.