A remote meeting of the Board of Directors of JSC OGK-5 took
place. The Board of Directors recommended the Annual General
Shareholders' Meeting to make a decision about the reorganisation of
JSC OGK-5 by merger with JSC OGK-5 Holding pursuant to the terms and
conditions of the Merger Agreement conditions, approve the given
Agreement and approve the execution of the Agreement as a
interested-party transaction.
It should be noted that, on December 6, 2006, the General
Shareholders Meeting of RAO UES of Russia made the decision to
reorganize RAO UES of Russia in the form of spin-off of JSC OGK-5
Holding from RAO UES and its merger with JSC OGK-5. The main
reorganisation principle is pro-rata distribution of OGK-5 shares
among RAO UES shareholders in relation to the stock, which will be
owned by RAO UES after the sale of 25.03% of OGK-5 shares in a public
auction on June 6, 2007. This decision also set the procedure and
conditions of the spin-off, the distribution ratio for each category
and type of shares, their par value, the total amount of shares to be
distributed, the size of the share capital of JSC OGK-5 Holding, its
separation balance sheet.
To secure the rights of shareholders during the conversion of
shares of JSC OGK-5 Holding into shares of JSC OGK-5, the Board of
Directors recommended the shareholders to increase the share capital
of JSC OGK-5 through placement of 1 million of additional ordinary
non-documentary shares with the par value of 1 RUB, totaling 1 million
RUB. The type of placement of the additional shares is the conversion
of ordinary registered shares of JSC OGK-5 Holding into additional
ordinary registered shares of JSC OGK-5. This issue is technical in
nature and is aimed at avoiding any split shares during the
conversion.
The Board of Directors recommended the Annual General
Shareholders' Meeting to pay dividends for the Company's ordinary
shares based on the results of the second half of 2006, equalling
0.00634689 RUB per one ordinary share.
The Board of Directors proposed to the Annual GSM to approve ZAO
PricewaterhouseCoopers Audit as the Company's Auditor for 2007.
The official announcement about the holding of the Annual GSM will
be published at OGK-5's website, www.ogk-5.com, until May 2, 2007.
The Annual GSM of JSC OGK-5 will be held on June 1, 2007. The date
of preparation of the list of persons entitled for participation in
the Annual GSM is April 13, 2007.
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.
