OREANDA-NEWS. On August 23, 2007 RAO "UES of Russia" has announced that it intends on 27-28 August 2007 to file with the tax authorities the documents needed to complete the first phase of reorganization, reported the press-centre of RAO "UES of Russia".

As provided by the regulations, within 5 working days after the filing, the tax authorities will register the interim spin-offs of RAO "UES of Russia", OAO "WGC-5 Holding" and OAO "TGC-5 Holding", and their simultaneous merger with and into OAO "WGC-5" and OAO "TGC-5", respectively.

This day will become the completion date of phase one of RAO UES reorganization, when two companies of the post-reform sector structure, OAO "WGC-5" and OAO "TGC-5".

Shareholders of RAO "UES of Russia" holding shares in the Company at the close of business on the date of completion of phase one of the reorganization will receive shares in the spin-off companies. These shares will be credited into the accounts opened by the registrars of OAO "WGC-5" and OAO "TGC-5" for the purpose. The number of shares in RAO "UES of Russia" held by them will remain the same.

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".

Trading in the shares of RAO "UES of Russia" and the spin-off companies will not be stopped, and the reorganization will not result in any additional costs for their shareholders.

ADR and GDR holders of RAO "UES of Russia" will also be entitled to shares in the spin-off companies in the form of Reg S Depositary Receipts. For that purpose, both companies have entered into deposit agreements with the depositary bank, The Bank of New York Mellon, and received consent from the FSFM of Russia to the offering and trading of the companies' shares outside of Russia.

In order to receive GDRs (Reg S DRs) representing shares in OAO "WGC-5" and OAO "TGC-5", the DR holders of RAO "UES of Russia" will be required, within 14 days after the completion date of phase one of the reorganization, to provide to the respective depositary banks proof that they are not residents of the United States and are not acting in the interests of such persons, were outside the US as of the time of receipt of the RAO UES Information Memorandum of 3 November 2006 and at the time of vote on the Company's reorganization, and will be outside the US territory at the time of receipt of shares or GDRs representing shares in OAO "WGC-5" and OAO "TGC-5". In addition to such proof, the persons wishing to receive shares in OAO "WGC-5" and OAO "TGC-5" in the course of the reorganization will be required to provide details of their accounts on in Russia within the same period.

ADR and GDR holders of RAO "UES of Russia" that do not provide the above documents will not be entitled to receive securities in the spin-off companies. Instead they will receive cash proceeds from the sale by the depositary banks of the WGC-5 and TGC-5 shares in lieu of the shares they are entitled to.