OREANDA-NEWS. April 27, 2007. The Board of Directors of RAO "UES of Russia" approved the agenda of the Annual General Meeting of the Company. The agenda has been prepared in accordance with the requirements of Article 47 of the Federal Law On Joint Stock Companies and shareholder proposals.

It includes the following items of business:
Approval of the Annual Report 2006 of RAO "UES of Russia", the annual financial statements, including the statement of operations (income statement), and allocation of profit and loss based on the financial year performance.
Payment of dividends.
• Approval of the appointment of the Auditors of RAO "UES of Russia".
• Election of members of the Board of Directors of RAO "UES of Russia".
• Election of members of the Auditing Commission of RAO "UES of Russia".
• Approval of a transaction (or a series of transactions) involving the acquisition by RAO "UES of Russia" of additional shares in OAO "UES FGC", which constitute(s) an interested party transaction.

The Board of Directors fixed 11 May 2007 as the record date for the purpose of determining the persons entitled, under the Russian law, to take part in the AGM of RAO "UES of Russia". Under the Russian law and the Company Charter, the holders of the Company's preferred shares are not entitled to vote at the AGM, which is due to the fact that at the last year's AGM the shareholders approved the payment of preferred dividend.

The Board of Directors also recommended that the shareholders vote to omit the dividend for 2006.

This recommendation was given because, after the revaluation of its holdings in the subsidiaries and dependent companies whose shares are traded on the RTS and MICEX stock exchanges the Company posted net income of RUB745,088 million. Of that amount, RUB717,657 million was revaluation income which is actually "paper profit" without any actual cash gain.

As provided by Article 5.3 of the Company Charter, the total amount of dividends paid on preferred shares should be at least 10 percent of the Company's net income divided by the number of preferred shares, which make up 25% of the Company's capital. Also, the dividend amount per preferred share should not be less than the amount of dividend per ordinary share.

In light of the need to ensure reliable and uninterrupted electricity supply and ensure balance of capacity in the area of the UES of Russia, the Company needs to bring more generating capacity on line, which requires to increase investments in new generation construction projects on an annual basis. The implementation of the investment programme is one of the key drivers of the Company's capitalization growth. This means that the payment of dividend out of the Company's net income not fully supported by actual receipts of funds will lead to a failure of the Company's investment programme and adversely affect the financial position of RAO "UES of Russia".

The Board of Directors also recommended that the General Meeting of shareholders approve the appointment of ZAO "PricewaterhouseCoopers Audit" as Company Auditors.

The AGM of RAO "UES of Russia" will be held on 26 June 2007 in the Zelenograd Palace of Culture located in Zelenograd, an administrative district of Moscow, Russia.