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Yeniseyskaya TGC Sets Offering Price for its Shares

Information in this part of the press release is not intended for distribution in Australia, Canada, Japan or the United States of America.

Moscow, 7 April 2008. The Board of Directors of OAO "Yeniseyskaya TGC" (TGC-13) set the price for the offering of the company's additional shares at RUB0.21 per share. The offering price was set taking into account the recommendations given by the banks acting as financial advisors and the result of review of the book of orders.

The Board of Directors of RAO "UES of Russia" resolved on 31 August 2007 that the "government stake" shares in Yeniseyskaya TGC are to be sold at the same price.

Importantly, for the first time in the course of offerings and sales of shares in thermal generation companies, the "government stake" shares in Yeniseyskaya TGC will be offered for sale to a broad range of financial investors simultaneously with the issue of the additional shares.

Yeniseyskaya TGC will offer, both in Russia and outside the USA**, 30,204,428,000 additional shares having a par value RUB0.01 each, which makes 18.95 percent of the company's authorized capital after the offering.

RAO "UES of Russia" will offer for sale 22,718,462,034 existing shares in Yeniseyskaya TGC, or 14.25 percent of the authorized capital after the offering.

The price of the new and existing shares is approximately 8 percent higher the prices of the company's shares (based on the MICEX prices at the close of business on the previous trading day).

As a result of sale of the "government stake" shares in the company, RAO UES will raise RUB4.77 billion, or more than $202 million, in funds from private investors. The proceeds from the share offering which may be received by Yeniseyskaya TGC will make RUB6.34 billion, or $269 million.

Thus, the total amount of funds expected to be raised from the additional share issue and the sale of the "government stake" shares in Yeniseyskaya TGC will make about RUB11.11 billion, or more than $471 million.

Yeniseyskaya TGC will use the proceeds from the share offering to finance the construction of new generation capacity and modernize and replace the existing capacity, and the proceeds from the sale of the "government stake" shares will be used to cover the shortfall in the HydroWGC's investment programme.

After the new share offering and the sale of the "government stake" shares, the interest held by RAO "UES of Russia" in Yeniseyskaya TGC-13 will decline from 56.47 percent to at least 31.51 percent. In the course of the final phase of the RAO UES reorganization, its remaining shares in Yeniseyskaya TGC will be distributed among the minority shareholders of RAO "UES of Russia".

* OAO "Yeniseyskaya TGC (TGC-13)" was established in 2006 as a result of consolidation of the generation assets in the Krasnoyarsk Kray and the Republic of Khakassia. The company's total installed capacity is 2548 MW of electricity and 7117 Gcal/h of heat. Today, Yeniseyskaya TGC is one of the major producers of electricity and heat in the region. Shares of Yeniseyskaya TGC are traded on the RTS and MICEX stock exchanges.

** In accordance with Regulation S under the U.S. Securities Act of 1933.

This press release is not an offer of securities for sale in the United States of America. Securities may not be offered or sold in the United States absent registration under the US Securities Act of 1933 (as amended). Yeniseyskaya TGC has not has not registered, and does not intend to register, any portion of the offering in the United States, and Yeniseyskaya TGC does not intend to conduct a public offer of shares in the United States.

This communication and any offer specified herein (if such offer is made at a later date) is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC). This announcement is only directed at persons in the United Kingdom (i) who have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) that are high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”). This announcement is intended only for relevant persons and is not intended to be made available to any other person in the United Kingdom. Any person who is not a relevant person should not act or rely on this communication or any of its contents. Any investments or investment activity to which this communication relates are available only to relevant persons and will only be engaged in by such persons. Any persons not falling within the definition of a relevant person may not act or rely on this presentation or any of its contents.

Neither this presentation nor any copy of it may be taken or transmitted, or otherwise distributed in the territory the United States, Canada, Australia or Japan, or into or from (c) the territory of said states or resident, national or any other person in any of the above jurisdictions. This announcement does not constitute an offer or part of an offer, or an invitation to sell or issue, or subscribe or otherwise acquire any shares in Yeniseyskaya TGC or any other securities; they, or any part thereof, or the fact of their distribution or transmission, do not constitute ground for the emergence of any agreement or obligation or decision to make investments. The offer and the distribution of this communication and other information in connection with the listing and offer in certain jurisdictions may be restricted by law and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The securities of Yeniseyskaya TGC have not been and will not be registered under the applicable securities laws of Canada, Australia or Japan, and subject to certain exceptions, may not be offered or sold within Canada, Australia or Japan, or to any person in Canada, Australia or Japan, or to or for the account or benefit of any such persons, except where such offer or sale is conducted in full compliance with applicable law and acts adopted by the relevant regulatory authorities during the period of time concerned.

These materials do not constitute a solicitation of offers to purchase securities in the Russian Federation. Resolutions authorizing securities issuance and the relevant prospectus were registered with the FSFM of Russia on 27 December 2007 and 21 February 2008, respectively.

ABN AMRO Bank N.V. and Renaissance Securities (Cyprus) Limited act on behalf of the Company and RAO UES and no one else, and are not to be held liable for the contents of this document. They will not regard any person (whether or not a recipient of this announcement) as their client and will not be responsible to anyone other than Yeniseyskaya TGC and RAO "UES of Russia" for providing the protections afforded to their clients nor for giving advice in relation to the offering, the contents of this announcement or any transactions or arrangements referred to in this announcement.

Forward Looking Statements

  • Some statements in this announcement constitute forward-looking statements. The forward looking statements include statements in respect of intentions, opinions and current expectations of the company and its officers regarding various matters. Yeniseyskaya TGC endeavoured to identify such forward-looking statements by using words such as "may", "will", "should", "expects", "intends", "estimates", "assumes", "plans", "believes", "endeavours", "anticipates", "continues" and words of similar meaning or the negative thereof those words.
  • These forward-looking statements are not promises or guarantees of future performance and involve risks and uncertainties which could cause the actual performance of Yeniseyskaya TGC to differ materially from the results predicted by any such forward looking statement. Such risks and uncertainties include, but are not limited to, the risks and uncertainties described in the documents available to the general public.
  • The forward looking statements are made only as of the date hereof. Yeniseyskaya TGC hereby expressly states that it does not have or undertake any obligation to update or revise any forward-looking statements or disclose any changes in the forecasts of Yeniseyskaya TGC or any events, conditions or circumstances on which such forward looking statements are based.

Contact Information:

Stas Degtyarev
Press Office Expert
+7 (495) 710-6239

Shareholder Relations
+7 (495) 620-1609