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Unified Energy System

March 10, 2007

OGK-3 declares the price of public placement of additional issue shares

Moscow, 10 March 2007. Today the Board of directors of OGK-3 has summed up reception of offers for the purchase of 18,000,000,000 additionally issued ordinary shares (state registration number of additional issue is 1-01-50079-A-009D), which forms 61.0% of the current and 37.9% of the increased charter capital of the Company. The price of the placement has been set at RUB4.54 or $0.17 for one ordinary share of the Company

At 18:00 on March 9, 2007 MSK stopped receiving applications from investors for the purchase of additional issue shares of OAO OGK-3. All submitted applications contain information on the potential buyer, number of shares and the price at which the investor agrees to acquire shares of the Company.

Based on the analysis of submitted applications, the Board of Directors of OAO OGK-3 has set the price of one ordinary share of the Company at RUB4.54 or $0.17. As a result of placement of all shares of the additional issue at the price per share set by the Board of Directors the amount of capital raised will be RUB81.72bn which is equivalent to $3.084bn.

The sale of additional issue shares of OAO OGK-3 is the first public placement of shares of a power generating company with a private strategic investor in the history of Russian power industry. Largest Russian and foreign companies owning power assets have demonstrated interest in the Company during the placement preparation process. Eight companies ("Norilsk Combine", FORTUM Russia B.V., OOO Gazenergoprom, ENEL SpA, Integrated Energy Systems Limited, OOO MECHEL-Energo, OOO Mayskoe, and GDF International controlled by Gaz de France) have declared interest in the additional issue shares of OAO OGK-3, and have passed FAS approval and have received permission for the transaction from the Russian antimonopoly service.

The outcome of the placement will be finalised on March 21, 2007 after the exercise of preemptive rights by existing shareholders of OAO OGK-3 who have submitted applications for the exercise of their rights. RAO "UES of Russia", which wouldn't exercise its preemptive rights to buy shares, will decrease to 37.08%.

OAO OGK-3 intends to use the proceeds from the placement of additional issue shares for the investment projects of constructing new generating capacity at Kostromskaya GRES, Cherepetskaya GRES, Yuzhnouralskaya GRES, and Kharanorskaya GRES. It is planned that seven new power units with total installed capacity of over 2,800MW will be built by 2012.

 

Information on OAO OGK-3

OAO OGK-3 was registered with the authorities on November 23, 2004.

Six large power plants with a combined installed capacity of 8497MW: kostromskaya GRES, Pechorskaya GRES, Cherepetskaya GRES, Kharanorskaya GRES, Gusinoozerskaya GRES, Yuzhnouralskaya GRES have become part of the Company.

Charter capital of the Company is equal to RUB29,487,999,252 and is divided into 29,487,999,252 ordinary shares with nominal value of RUB1.

The shares of OAO OGK-3 have undergone the listing procedure and have been included in the Quotation List “B” on RTS (ticker OGKC) and MICEX (ticker OGKC).

On December 8, 2006 the Board of Directors of RAO UES of Russia approved the decrease of its stake in the charter capital of OGK-3 to no less than 37.08% from the current 59.72%. On December 19, 2006 the shareholders of OGK-3 approved the placement under the open subscription of the additional issue shares for the amount of RUB18bn.

Between January 22 and March 8, 2007 potential buyers of the additional shares of OGK-3 that have signed the confidentiality agreement have been granted access to the virtual data room in order to carry out financial and legal due diligence.

 

 

 

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