EGMs of RAO UES Subsidiaries Adopt Resolutions Needed to Carry Out
the Second Phase of Reorganization
Moscow. 11 January 2008. The shareholders of OAO "Mosenergo" (TGC-3)
approved at the EGM the merger of OAO "Mosenergo Holding" with and into
Mosenergo. OAO "Mosenergo Holding" was spun off from RAO "UES of
Russia" as part of the second phase of the company's reorganization. Earlier, the
shareholders of FGC, HydroWGC, Sochinskaya TPP, WGC-1, WGC-2, WGC-3, WGC-4, WGC-6, TGC-1,
TGC-2, TGC-4, TGC-6, Volzhskaya TGC, SGC TGC-8, TGC-9, TGC-10, TGC-11, Kuzbassenergo
(TGC-12), Yeniseyskaya TGC (TGC-13), and TGC-14 adopted similar resolutions on the merger
of the respective HoldCos with and into the companies comprising the intended final sector
This means that all corporate resolutions needed to complete the second phase of RAO
UES reorganization have been taken. The spin-off of the interim HoldCos from RAO UES and
their merger with the respective companies of the intended final sector structure was
approved by the EGM of RAO UES held 26 October 2007.
As resolved by the Board of Directors of RAO UES on 2 March 2007, the second phase of
the Company's reorganization will be implemented through simultaneous spin-off and merger
(also called "combined reorganization"). This procedure was used during the
first phase of the reorganization completed on 4 September 2007, when two GenCos, WGC-5
and TGC-5, were spun off from RAO "UES of Russia".
The procedure involves spin-off of "interim" HoldCos and their simultaneous
merger with the respective companies of the companies of the intended sector structure.
During the second phase of the Company's reorganization, as many as 28 HoldCos will be
spun off from RAO UES. The HoldCos' shares will be distributed among the state and/or
minority shareholders of RAO UES according to their respective interests in the Company's
It is planned that several groups of HoldCos will be created during the second phase of
the Company's reorganization. Shares of the first group of interim companies — OAO
"State Holding" and OAO "HydroWGC State Holding" — will be
distributed only to the state. These HoldCos will receive, under the spin-off balance
sheet, the respective parts of shares in FGC and DCs attributable to the state, as well as
shares in OAO "HydroWGC" and some AO-HPPs, thermal WGCs and TGCs, and some other
The minority shareholders' respective shares of these assets will be transferred to OAO
"UES FGC Minority Holding" and OAO "HydroWGC Minority Holding". Shares
in these companies will be distributed to the RAO UES minority shareholders.
A separate group will be comprised of the HoldCos whose shares will be distributed both
to the state and the minority shareholders (OAO "IDC Holding", OAO "RAO
Energy Systems of the East", and OAO "INTER RAO UES Holding").
Special HoldCos — OAO "Intergeneratsiya", OAO "Sibenergoholding",
and OAO "Centerenergoholding"— will receive the assets which are to be
distributed to the Company's three major shareholders in the course of RAO UES'
reorganization. Shares in these HoldCos will be distributed only in favour of specific
shareholders and those shareholders who did not take part in the voting or voted against
the reorganization at the EGM held 26 October 2006.
OAO "IDC Holding", OAO "RAO Energy Systems of the East", OAO
"Intergeneratsiya", OAO "Sibenergoholding", and OAO
"Centerenergoholding" are companies of the intended sector structure and, after
they are spun off from RAO "UES of Russia", will continue to exist as separate
On 30 June 2008, the interim HoldCos will be spun off from RAO "UES of
Russia" and simultaneously merge with the companies of the intended sector structure
via a share exchange. Thus, the state and minority shareholders owning shares in the
interim companies will become shareholders in the companies of the intended sector
RAO "UES of Russia", which after the HoldCos' spin-off will hold the
remaining part of the non-core assets not relating to the technological operations of the
companies of the intended sector structure, will merge with and into OAO "UES