OREANDA-NEWS. September 18, 2007. On 14 September 2007, the Board of Directors of RAO "UES of Russia" conducted absentee voting on a number of matters relating to the preparation for the Extraordinary General Meeting of shareholders to consider the Parent Company's final reorganization.

Among other things, the Board of Directors approved the list of candidates nominated by RAO UES shareholders to the management and control bodies of the holding companies (HoldCos) to be spun off from the Parent Company in the course of the reorganization.

The following persons were nominated as one-man executive bodies (CEOs) of the spin-off HoldCos: Alexander Isayev, Advisor to CEO of OAO "WGC-3", was nominated as CEO of OAO "Intergeneratsiya"; Vladimir Volik, Project Manager of the RAO UES Reorganization Commission was nominated as CEO of OAO "Sibenergoholding" and OAO "Centrenergoholding"; Ivan Blagodyr, Director General of OAO "WGC-3", was nominated as CEO of OAO "RAO Energy Systems of East"; Alexander Kazakov, Director General of OAO "MUEK", was nominated as CEO of OAO "IDC Holding"; Evgeny Dod, Director General of ZAO "INTER RAO UES", was nominated as CEO of OAO "INTER RAO UES Holding".

The complete list of the shareholders' nominations to the positions of CEOs and members of Boards of Directors and Auditing Commissions of the spin-off HoldCos will be posted on the RAO UES website in the Board of Directors resolutions section.

The candidates for the management and control bodies of the spin-off companies will be submitted for shareholder approval at the EGM to be held by absentee vote on 26 October 2007, which will consider the matters relating to the second (final) phase of the Company's reorganization.

All RAO UES shareholders of record as at 18:00 on 23 August 2007, the record date for the EGM, may attend the meeting. On the same date, the books will be closed for DRs representing RAO UES shares. Preferred shareholders of RAO "UES of Russia" are also entitled to vote at the EGM of 26 October on the matters relating to the Company's reorganization.

According to the general model for the second (final) phase of the Company's reorganization, by 1 July 2008 the asset restructuring of RAO "UES of Russia" will be completed via demerger of the companies comprising the ultimate sector structure (FGC, System Operator, WGCs, TGCs, etc.) and the Parent Company, RAO "UES of Russia", will terminate its activities.

The key underlying principle of the final phase of RAO UES reorganization is that RAO UES assets are to be distributed among all shareholders of the Company. This means that, as a result of the reorganization, the minority shareholders of RAO "UES of Russia" will receive shares in FGC, HydroWGC, IDC Holding, RAO Energy Systems of East, INTER RAO UES, five WGCs and thirteen TGCs in proportion to their interests in RAO UES, taking into account the interest of RAO "UES of Russia" in the capital of the companies comprising the final sector structure.

A shareholder who votes for the reorganization of RAO "UES of Russia" at the EGM (item 1 on the meeting agenda), will receive the number of shares in each company of the final sector structure corresponding to its interest in RAO "UES of Russia". A shareholder who votes against the reorganization will receive more shares in FGC and HydroWGC and fewer shares in the thermal generation companies.