OREANDA-NEWS. The Federal Service for the Financial Markets (FSFM) of Russia registered additional share issues of OAO "WGC-5" and OAO "TGC-5". The companies will each issue 1 million ordinary shares.

These additional share issues are purely technical and are designed to ensure that the shareholders' rights are observed. They make it possible to avoid fractional numbers of shares in the course of conversion of shares in OAO "WGC-5 Holding" and OAO "TGC-5 Holding" into shares in OAO "WGC-5" and OAO "TGC-5" during the first phase of RAO UES reorganization.

The FSFM of Russia has assigned the shares in OAO "WGC-5 Holding" and OAO "TGC-5 Holding" the state registration numbers 1RVP-01-55317-Е и 2RVP-01-55317-Е and 1RVP-01-55316-Е и 2RVP-01-55316-Е, respectively.

During the first phase, which will be completed in early September 2007, OAO "WGC-5" and OAO "TGC-5" will be spun off from RAO "UES of Russia". These companies can operate independently and implement key investment projects. They have successfully completed additional share issues, attracted strategic investors in the companies and raised funds needed for their development.

The first phase of the RAO UES reorganization will be implemented through simultaneous spin-off and merger (also called "combined reorganization"). The two "interim" HoldCos, OAO "WGC-5 Holding" and OAO "TGC-5 Holding", will be spun off from RAO "UES of Russia" in the process, and receive the shares in OAO "WGC-5" and OAO "TGC-5", respectively, currently held by RAO "UES of Russia".

Under the demerger balance sheet, RAO "UES of Russia" will transfer its holding of 583,798,247,818 shares in OAO "TGC-5" to OAO "TGC-5 Holding", and its holding of 17,685,842,752 shares in OAO "WGC-5" to OAO "WGC-5 Holding".

Simultaneously with the spin-off from RAO "UES of Russia", the "interim" companies, OAO "TGC-5 Holding" and OAO "WGC-5 Holding", will merge with and into TGC-5 and WGC-5, respectively.

The shareholders of RAO "UES of Russia" will become shareholders in OAO "WGC-5" and OAO "TGC-5" on the day OAO "WGC-5" and OAO "TGC-5 Holding" are registered with the FSFM of Russia and removed from the Unified State Register of Legal Persons, i.e. on the day OAO "WGC-5 Holding" and OAO "TGC-5 Holding" merge into OAO "WGC-5" and OAO "TGC-5", respectively. On the same day, shares in OAO "WGC-5 Holding" and OAO "TGC-5 Holding" will be converted into the shares of OAO "WGC-5" and OAO "TGC-5", respectively.

The blueprint for the first phase of the Company's reorganization was approved by RAO UES shareholders at the EGM held on 6 December 2006. On 19 April and 1 June 2007, shareholders of OAO "TGC-5" and OAO "WGC-5" approved the merger of OAO "WGC-5 Holding" and OAO "TGC-5 Holding" with and into OAO "WGC-5" and OAO "TGC-5", respectively.

As resolved by the shareholders, the new shares in OAO "WGC-5 Holding" and OAO "TGC-5 Holding" will be distributed among the shareholders in RAO "UES of Russia" in the following ratios:
for each ordinary share in RAO "UES of Russia" held, shareholders will receive 0.41 of an ordinary share in OAO "WGC-5" and 13.59 ordinary shares in OAO "TGC-5";
for each preferred share in RAO "UES of Russia" held, shareholders will receive 0.37 of an ordinary share in OAO "WGC-5" and 12.45 ordinary shares in OAO "TGC-5".

After the first phase of the reorganization, RAO UES shareholders will continue to hold shares in RAO "UES of Russia" and acquire shares in OAO "WGC-5" and OAO "TGC-5". Their stake in RAO "UES of Russia" will remain the same.

This announcement was disclosed as material information in the Interfax newswire at 10:42 hours Moscow time on 8 August 2007 in compliance with the requirements of the Federal Service for Financial Markets (FSFM) of Russia.