Moscow. 1 June 2007. At the Annual General Meeting of OAO "WGC-5" held today, the shareholders approved the company's reorganization through merger of OAO "WGC-5 Holding" with and into OAO "WGC-5" and the Merger Agreement.

OAO "WGC-5 Holding" is being merged with OAO "WGC-5" as part of the first phase of reorganization of RAO "UES of Russia", which will result in the divestiture of the two generation companies, OAO "TGC-5" and OAO "WGC-5", by RAO "UES of Russia".

The first phase of the RAO UES reorganization will be implemented through simultaneous spin-off and merger, which is also called "combined reorganization". Two "interim" companies, 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".

According to the separation balance sheet, RAO "UES of Russia" will transfer its 17,685,842,752 shares in OAO "WGC-5" to OAO "WGC-5 Holding." Simultaneously with the spin-off, the "interim" companies, OAO "TGC-5 Holding" and OAO "WGC-5 Holding", will merge with and into TGC-5 and WGC-5, respectively. The basic principle of the reorganization is that shares in OAO "WGC-5" and OAO "TGC-5" are to be distributed among the shareholders of OAO RAO "UES of Russia" pro rata to the stake held by RAO "UES of Russia" in OAO "WGC-5".

The plan for the first reorganization phase was approved by RAO UES shareholders at the EGM held 6 December 2006. As resolved by the shareholders, the new shares in OAO "WGC-5 Holding" will be distributed among RAO UES shareholders 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";
• for each preferred share in RAO "UES of Russia" held, shareholders will receive 0.37 of an ordinary share in OAO "WGC-5".

RAO "UES of Russia" currently holds 75.03 percent of OAO "WGC-5". It is planned that the 25.03 percent of the RAO UES stake in OAO "WGC-5" will be sold through a public auction scheduled for 6 June 2007. After the auction, RAO "UES of Russia" will hold a 50 percent stake in OAO "WGC-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.

WGC-5 and TGC-5 are expected to be divested by RAO "UES of Russia" in Q3 2007. Earlier, TGC-5 shareholders at the meeting held 19 April 2007 approve the reorganization of OAO "TGC-5".