Unified Energy System of Russia
Moscow, Russian Federation
Dear Shareholder:
RAO UES of Russia (hereinafter also referred to as the "Company") hereby notifies you of the holding of an extraordinary General Meeting of Shareholders of the Company by absentee voting with the following agenda:
- Reorganization of RAO UES of Russia through a spin-off of OAO State Holding Company, OAO HydroOGK State Holding Company, OAO FGC UES Minority Holding Company, OAO HydroOGK Minority Holding Company, OAO OGK-1 Holding, OAO OGK-2 Holding, OAO OGK-3 Holding, OAO OGK-4 Holding, OAO OGK-6 Holding, OAO TGC-1 Holding, OAO TGC-2 Holding, OAO Mosenergo Holding, OAO TGC-4 Holding, OAO TGC-6 Holding, OAO Volzhskaya TGC Holding, OAO SGC TGC-8 Holding, OAO TGC-9 Holding, OAO TGC-10 Holding, OAO TGC-11 Holding, OAO Kuzbassenergo Holding, OAO Yenisei TGC Holding, OAO TGC-14 Holding, OAO INTER RAO UES Holding, OAO IDGC Holding, OAO RAO Power Systems of the East, OAO Tsentrenergoholding, OAO Sibenergoholding, and OAO Intergeneratsiya.
- Election of the Board of Directors of OAO State Holding Company.
- Election of the Board of Directors of OAO HydroOGK State Holding Company.
- Election of the Board of Directors of OAO FGC UES Minority Holding Company.
- Election of the Board of Directors of OAO HydroOGK Minority Holding Company.
- Election of the Board of Directors of OAO OGK-1 Holding.
- Election of the Board of Directors of OAO OGK-2 Holding.
- Election of the Board of Directors of OAO OGK-3 Holding.
- Election of the Board of Directors of OAO OGK-4 Holding.
- Election of the Board of Directors of OAO OGK-6 Holding.
- Election of the Board of Directors of OAO TGK-1 Holding.
- Election of the Board of Directors of OAO TGK-2 Holding.
- Election of the Board of Directors of OAO Mosenergo Holding.
- Election of the Board of Directors of OAO TGK-4 Holding.
- Election of the Board of Directors of OAO TGK-6 Holding.
- Election of the Board of Directors of OAO Volzhskaya TGK Holding.
- Election of the Board of Directors of OAO UGK TGK-8 Holding.
- Election of the Board of Directors of OAO TGK-9 Holding.
- Election of the Board of Directors of OAO TGK-10 Holding.
- Election of the Board of Directors of OAO TGK-11 Holding.
- Election of the Board of Directors of OAO Kuzbassenergo Holding.
- Election of the Board of Directors of OAO Yeniseyskaya TGK Holding.
- Election of the Board of Directors of OAO TGK-14 Holding.
- Election of the Board of Directors of OAO INTER RAO UES Holding.
- Election of the Board of Directors of OAO MRSK Holding.
- Election of the Board of Directors of OAO RAO Power System of the East.
- Election of the Board of Directors of OAO Centrenergyholding.
- Election of the Board of Directors of OAO Sibenergyholding.
- Election of the Board of Directors of OAO Intergeneration.
- Reorganization of OAO State Holding Company through a takeover by OAO FGC UES.
- Reorganization of OAO HydroOGK State Holding Company through a takeover by OAO HydroOGK.
- Reorganization of OAO FGC UES Minority Holding Company through a takeover by OAO FGC UES.
- Reorganization of OAO HydroOGK Minority Holding Company through a takeover by OAO HydroOGK.
- Reorganization of OAO OGK-1 Holding through a takeover by OAO OGK-1.
- Reorganization of OAO OGK-2 Holding through a takeover by OAO OGK-2.
- Reorganization of OAO OGK-3 Holding through a takeover by OAO OGK-3.
- Reorganization of OAO OGK-4 Holding through a takeover by OAO OGK-4.
- Reorganization of OAO OGK-6 Holding through a takeover by OAO OGK-6.
- Reorganization of OAO TGK-1 Holding through a takeover by OAO TGK-1.
- Reorganization of OAO TGK-2 Holding through a takeover by OAO TGK-2.
- Reorganization of OAO Mosenergo Holding through a takeover by OAO Mosenergo.
- Reorganization of OAO TGK-4 Holding through a takeover by OAO TGK-4.
- Reorganization of OAO TGK-6 Holding through a takeover by OAO TGK-6.
- Reorganization of OAO Volzhskaya TGK Holding through a takeover by OAO Volzhskaya TGK.
- Reorganization of OAO UGK TGK-8 Holding through a takeover by OAO UGK TGK-8.
- Reorganization of OAO TGK-9 Holding through a takeover by OAO TGK-9.
- Reorganization of OAO TGK-10 Holding through a takeover by OAO TGK-10.
- Reorganization of OAO TGK-11 Holding through a takeover by OAO TGK-11.
- Reorganization of OAO Kuzbassenergo Holding through a takeover by OAO Kuzbassenergo.
- Reorganization of OAO Yeniseyskaya TGK Holding through a takeover by OAO Yeniseyskaya TGK (TGK-13).
- Reorganization of OAO TGK-14 Holding through a takeover by OAO TGK-14.
- Reorganization of OAO INTER RAO UES Holding through a takeover by OAO Sochinskaya TPP.
- Reorganization of RAO UES of Russia through a takeover by OAO FGC UES.
The list of shareholders entitled to participate in the Meeting is compiled as of August 23, 2007.
Shareholders owning A preference shares in the company shall have the right to vote on all issues on the agenda of the extraordinary General Meeting of Shareholders subject to special features of voting on the issues of electing the Board of Directors of new Companies1.
Completed voting ballots shall be sent to the following address:
109544, Moscow, ul. Dobrovolcheskaya, d. 1/64, Company "Status". Deadline for receipt of ballots: 6 p.m. on October 26, 2007.
Materials provided during preparations for the extraordinary General Meeting of Shareholders are available to you from September 26, 2007, to and including October 26, 2007, on business days (between 10 a.m. and 5 p.m.) in the office of the executive body of RAO UES of Russia at: Moscow, Prospekt Vernadskogo, 101/3, office 13-03, and at: Moscow, Dobrovolcheskaya str., bld. 1/64, Company "Status".
Materials to shareholders meeting
Board of Directors of RAO UES of Russia
1. The Federal Law "On Joint-Stock Companies" provides that the board of directors of the company to be established through a spin-off shall be elected by shareholders of the reorganized company, to whom shares in the new company are placed in accordance with the decision on the reorganization.. In accordance with the drafts of the decisions on the reorganization of RAO UES of Russia shares in the new companies shall be placed to shareholders of RAO UES of Russia out of proportion. The shareholders voting against the decision on Issue 1 on the agenda or not taking part in the voting on this issue shall receive shares in all new companies in proportion to the shares in RAO UES of Russia owned by them. Thus, the shareholders of RAO UES of Russia, whom in accordance with the decision on the reorganization shares in such spun-off company are allocated to, including the shareholders of RAO UES of Russia voting against the decision on Issue 1 on the agenda or not taking part in the voting on this issue, shall have the right to vote on the issue of election of the Board of Director of the relevant spun-off company. Due to the failure to determine all shareholders of the Company entitled to vote on each of Issues 2-29 on the agenda of the Meeting as of the date of holding the General Meeting of Shareholders, ballots for voting on the above issues shall be sent to all persons entitled to take part in the extraordinary General Meeting of Shareholders of RAO UES of Russia, and votes on the above issues shall be counted depending upon the results of voting on Issue 1 on the agenda.
This document is the English translation prepared for informational purposes only. The accuracy of the translation has not been verified and RAO UES accepts no responsibility for any action taken by any person in reliance on this translation. Readers are advised to refer to the Russian original of each relevant document, which can be found at www.rao-ees.ru, and to consult their own advisors for obtaining an accurate translation of the document.



