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OGK-5 Shareholders Make Reorganisation Decision


    Today the Annual General Shareholders' Meeting of JSC OGK-5 has
    taken place. Shareholders have made the decision to reorganize JSC
    OGK-5 by merger with JSC OGK-5 Holding, under the conditions
    stipulated in the Merger Agreement.

    On December 6, 2006, an Extraordinary General Shareholders'
    Meeting of JSC OGK-5 made the decision to reorganize RAO UES of Russia
    by spin-off of JSC OGK-5 Holding from RAO UES and its subsequent
    merger with JSC OGK-5. The main reorganisation principle is the
    pro-rata distribution of shares of JSC OGK-5 among RAO UES
    shareholders, in proportion to the stake of RAO UES in the share
    capital of JSC OGK-5. At the moment, the stake of RAO UES in the share
    capital of JSC OGK-5 is 75.03%. 25.03% of OGK-5 shares is planned to
    be sold at a public auction to be held on June 6, 2007. Thus, the
    stake of RAO UES of Russia in the share capital of JSC OGK-5 will fall
    to 50%. As a result of the conversion of JSC OGK-5 Holding shares into
    JSC OGK-5 shares, RAO UES shareholders will receive JSC OGK-5 shares
    in proportion to the stake of RAO UES of Russia in the share capital
    of JSC OGK-5.

    In order to secure the rights of shareholders during the
    conversion of JSC OGK-5 Holding shares into JSC OGK-5 shares, the
    meeting decided to increase the share capital of JSC OGK-5 by
    placement of additional ordinary non-documentary shares in the amount
    of 1 million shares with the par value of 1 RUB, totaling 1 million
    RUB. The type of placement of the additional shares is conversion.
    Such issue is of technical nature and serves to avoid split shares
    during the conversion.

    The GSM made the decision to pay dividends for the ordinary shares
    of the Company based on the results of the second half of 2006,
    amounting to 0.00634689 RUB per one ordinary share.

    ZAO PricewaterhouseCoopers Audit was appointed Auditor of the
    Company.

    JSC OGK-5 was registered in Yekaterinburg on October 27, 2004. The
    decision to establish JSC OGK-5 was made by the Board of Directors of
    RAO UES of Russia at its meeting on September 3, 2004. The Director
    General of JSC OGK-5 is Anatoly Bushin.

    The production affiliates of OGK-5 are: Konakovskaya GRES,
    Nevinnomysskaya GRES, Sredneuralskaya GRES, Reftinskaya GRES. The
    total installed capacity of the company's production assets is 8,672
    MW for electric power, and 2,242 GCal/h for heat.

    The share capital of OGK-5 totals 35,371,685,504 rubles and is
    divided into ordinary shares with the nominal value of 1 ruble. The
    share of minority shareholders in the company's share capital is
    24.97%; the share of RAO UES of Russia is 75.03%. OGK-5's shares are
    listed in Quotation Lists B of MICEX and RTS.