Moscow, 25 September 2006. On 22 September, the Board of Directors of RAO "UES of Russia" took a resolution in lieu of a meeting to hold an EGM on 6 December, 2006.

According to reorganization plans, RAO "UES of Russia" will be reorganized in two phases. During the first phase of the process (2006-2007), two generation companies, OAO "WGC-5" and OAO "TGC-5", will be spun off from RAO "UES of Russia".

During the second phase (2007-2008), the Parent Company, RAO "UES of Russia", will be separated, and the Parent Company's shareholders will receive shares in WGCs, TGCs, OAO "FGC", etc. pro rata to their shareholdings in RAO "UES of Russia".

The Board of Directors resolved on 22 September 2006 that the EGM of OAO RAO "UES of Russia" may be held in form of absentee (postal) voting. The voting ballots should be returned to the following address: ZAO STATUS Registration Company, 1/64 Dobrovolcheskaya Street, Moscow 109544, by 6 December 2006.

The following items of business will be included in the meeting agenda:

1. Reorganization of OAO "RAO "UES of Russia" by spinning off OAO "WGC-5 Holding " and OAO "TGC-5 Holding";
2. Election of the Board of Directors of OAO "WGC-5 Holding";
3. Election of the Board of Directors of OAO "TGC-5 Holding";
4. Reorganization of OAO "WGC-5 Holding" through merger with and into OAO "WGC-5";
5. Reorganization of OAO "TGC-5 Holding" through merger with and into OAO "TGC-5";
6. Approval of amendments and additions to the Charter of RAO "UES of Russia";
7. Approval of a transaction or a series of related transactions involving the acquisition by RAO "UES of Russia" of additional shares in OAO "UES FGC", which constitute(s) an interested party transaction.

The list of persons entitled under the laws of the Russian Federation to take part in the EGM of RAO "UES of Russia" will be made as at the record date of 5 October 2006. According to the Board resolution, holders of Type A preferred shares in RAO "UES of Russia" have the right to vote on items 1, 4, 5, and 6 on the meeting agenda.

The Board approved the form and text of the EGM notice to be circulated to RAO UES shareholders, and the list of documents to be provided to shareholders in the preparation for the meeting, including the terms of and procedure for RAO UES reorganization.

The Board determined the price of the Company's shares that may be tendered for repurchase by the shareholders who do not participate in the vote or vote against the reorganization at the EGM. The price of RAO UES shares was determined according to the Federal Law On Joint Stock Companies based on the valuation report prepared by the independent appraiser, Deloitte & Touche, at RUB16.41 per ordinary share and RUB14.54 per Type preferred share.

The Board of Directors of RAO "UES of Russia" recommended that the EGM approve the Company's reorganization through spin-off of OAO "WGC-5 Holding", OAO "TGC-5 Holding" simultaneously with the spin-off companies' merger with and into OAO "WGC-5" and OAO "TGC-5", respectively.

The Board resolved that the shareholders in RAO "UES of Russia" owning, in the aggregate, 2 percent or more of the Company's ordinary shares have the right to submit, no later than 23 October 2006, their nominations for the Boards of Directors, Auditing Commissions, and One-man Executive Bodies (i.e. Directors General) of the companies to be established in the reorganization.

The Board also instructed the Company's representatives in the management bodies of OAO "WGC-5" and OAO "TGC-5" to approve the corporate actions needed to effect the merger of OAO "WGC-5 Holding" and OAO "TGC-5 Holding" with and into OAO "WGC-5" and OAO "TGC-5", respectively.

The Board also resolved that the shares in OAO "WGC-5 Holding" and OAO "TGC-5 Holding" will be distributed among RAO UES shareholders as follows:

• for each ordinary share in RAO "UES of Russia" will be distributed simultaneously 1 ordinary share in OAO "WGC-5 Holding", par value of RUB0.148455449093326 per share, and 1 ordinary share in OAO "TGC-5 Holding", par value of RUB0.0198622257264326 per share.
• for each Type A preferred share in RAO "UES of Russia" will be distributed simultaneously 1 preferred share in OAO "WGC-5 Holding", par value of RUB0.148455449093326 per share, and 1 preferred share in OAO "TGC-5 Holding", par value of RUB0.0198622257264326 per share.

Each shareholder in RAO "UES of Russia" that does not participate in the voting or votes against the reorganization at the EGM will be entitled to receive shares in each of the companies to be established in the same quantity and carrying the same rights as their shares in RAO "UES of Russia".

Furthermore, such shareholders may demand that RAO "UES of Russia" repurchase all or part of their shares, which will provide an additional safeguard of shareholders' rights in the course of the Company's reorganization.

The Board must approve the report on the results of shareholders tendering their shares to for repurchase not later than 25 January 2007. The shares in the newly-established companies will be deemed placed upon official registration of these companies. All shares that are not distributed will be deemed acquired by RAO "UES of Russia".

The merger of OAO "WGC-5 Holding" and OAO "TGC-5 Holding" with and into OAO "WGC-5" and OAO "TGC-5", respectively, will be effected through conversion of shares in the newly-established companies into shares of OAO "WGC-5" and OAO "TGC-5" according to the approved ratios:

• one ordinary share in OAO "WGC-5 Holding" will be converted into 0.41 of an ordinary share in OAO "WGC-5";
• one preferred share in OAO "WGC-5 Holding" will be converted into 0.377 of an ordinary share in OAO "WGC-5";
• one ordinary share in OAO "TGC-5 Holding" will be converted into 13.595 ordinary shares in OAO "TGC-5";
• one preferred share in OAO "TGC-5 Holding" will be converted into 12.450 ordinary shares in OAO "TGC-5".

As a result of the first phase of reorganization, RAO UES shareholders will receive shares in OAO "WGC-5" and OAO "TGC-5".

The agenda of the EGM of RAO "UES of Russia" also includes the approval of amendments to the Company's Charter. This is due to the fact that RAO "UES of Russia" may realize gains in 2006 as a result of revaluation of the Company's financial investments. According to Article 5 of the current Charter of RAO "UES of Russia", the total amount paid as dividends on preferred shares is set at 10 percent of the Company's year-end net profit divided by the number of preferred shares, which make up 25 percent of RAO UES authorized capital. However, in this particular case, the revaluation gain shown in the Company's financials will not be supported by any real earnings.

As a result, RAO "UES of Russia" will have to pay the dividends for 2006 to preferred shareholders by drawing funds away from business or by raising bank loans.

The Board included in the EGM agenda a proposal to make amendments to the Charter of RAO "UES of Russia" that will take into account the Company's financial results and help avoid paying excess dividends as a consequence of pro-forma earnings. The amount of dividends should depend on the earnings net of the previous year's revaluation of financial investments.

According to Article 32 (4) of the Federal Law On Joint Stock Companies, this resolution will be adopted by the EGM if approved by at least three-fourths of holders of ordinary shares participating in the EGM and at least three-fourths of all holders of preferred shares.

Also, the Board noted the report on the interaction with the Company's DR holders during the first phase of RAO UES reorganization, and approved the composition of the EGM Secretariat.