Essential conditions of restructuring project

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Essential conditions of Samaraenergo, Saratovenergo, Ulyanovskenergo and Orenburgenergo restructuring project in compliance with the Board of Directors of RAO UESR resolution of 03.09.2006.

Restructuring project provides for the following:

1. Participation of:

• Samaraenergo (as the sole promoter) in Samara Manufacturing and Repair Enterprise, Samaraenergospetsremont.
• Saratovenergo (as the sole promoter) in Saratov Manufacturing and Repair Enterprise, Saratovenergospetsremont, Saratovelektrosetremont;
• Ulyanovskenergo (as the sole promoter) in Ulyanovsk Manufacturing and Repair Enterprise, Ulyanovskenergospetsremomt.

2. Joint foundation of the following interregional production companies by Samaraenergo, Saratovenergo and Ulyanovskenergo:

• Volzhskaya Territorial Generation Company with payment for its authorized capital in generating assets of Samaraenergo, Saratovenergo, and Ulyanovskenergo;
• Volzhskaya Interregional Distribution Company with payment for its authorized capital in grid assets of Samaraenergo, Saratovenergo, and Ulyanovskenergo not related to United National (All-Russia) Power Grid.

3. Foundation by Ulyanovskenergo of wholly owned subsidiary Ulyanovsk Trunk Grids with payment for its authorized capital in power grid assets of Ulyanovskenergo, related to United National (All-Russia) Power Grid.

4. Restructuring of Samaraenergo, Saratovenergo and Ulyanovskenergo in the form of joint-stock (holding) companies spin-off, major assets of which are the shares of the corresponding jointly established interregional production companies, namely:

4.1. Samaraenergo restructuring in form of spin-off and establishment of the following companies with stock structure retention:

• Samara Territorial Generation Company;
• Samara Trunk Company;
• Samara Distribution Company

4.2. Saratovenergo restructuring in form of spin-off and establishment of the following companies with stock structure retention:

• Saratov Territorial Generation Company;
• Saratov Trunk Company;
• Saratov Distribution Company;

4.3. Ulyanovskenergo restructuring in form of spin-off and establishment of the following companies with stock structure retention:

• Ulyanovsk Territorial Generation Company;
• Ulyanovsk Distribution Company;

5. Orenburgenergo restructuring in form of spin-off and establishment of the following companies with stock structure retention:

• Iriklinskaya GRES;
• Orenburg Heat Generation Company with payment for its authorized capital in generating and heating assets of Orenburgenergo (except Iriklinskaya GRES affiliate);
• Orenburgenergosbyt with payment for its authorized capital in power sales assets of Orenburgenergosbyt.

6. Payment of 100% Orenburg Heat Generation Company shares, owned by RAO UESR, in authorized capital of Volzhskaya Territorial Generation Company.

7. Restructuring of holding companies in form of merger of production companies, namely:

• Samara Territorial Generation Company, Saratov Territorial Generation Company and Ulyanovsk Territorial Generation Company with Volzhskaya Territorial Generation Company;
• Samara Distribution Company, Saratov Distribution Company, Ulyanovsk Distribution Company with Volzhskaya Interregional Distribution Company.

8. Samaraenergo, Saratovenergo and Ulyanovskenergo exercise functions of power sales companies.

Schedule of Regional Generation Companies (RGCs)* merger with Volzhskaya TGC (Third stage of restructuring)

* - Regional Generation Companies (RGCs):

• Samara Territorial Generation Company;
• Saratov Territorial Generation Company;
• Ulyanovsk Territorial Generation Company.