Questions and answers related to the reorganization of RAO UES of Russia
What is the final reorganization of RAO UES of Russia? How it will affect shareholders of the Company?
The reorganization of RAO UES of Russia is the final phase of the Electricity Industry Reform that has been carried out in Russia since 2002. The reorganization has been divided into two phases.
The decision on the final phase of the reorganization was taken by shareholders of RAO UES of Russia at the Extraordinary General Meeting of shareholders which took place on October 26, 2007. Decision was supported by more than 95.43% of shareholders who participated in the voting.
The final reorganization of RAO UES of Russia implies that the key electricity companies that have been established during the reform will be spun off from RAO UES of Russia on June 1, 2008. As a result of reorganization RAO UES Parent Company itself will merge to Federal Grid Company and cease to exist as a corporate entity.
As a result of the reorganization, shareholders will receive shares in the following key electricity companies in exchange for their belongings in RAO UES of Russia:
- Five thermal Wholesale Generation Companies (OGKs),
- Thirteen Territorial Generation Companies (TGKs),
- Federal Hydro Generation Company (HydroOGK),
- Federal Grid Company (FGC),
- INTER RAO UES,
- Holding IDC (MRSK),
- RAO Energy System of East.
During the first phase of reorganization in 2007, shareholders of RAO UES of Russia received shares of two spun-off companies OGK-5 and TGK-5, in addition to their shares of RAO UES of Russia.
2. When is the deadline for buying shares of RAO UES of Russia to become a holder of spun-off electricity companies' shares under the final reorganization?
Shares of the spun-off electricity companies will be received by shareholders who hold shares in RAO UES of Russia as of June 6, 2008, which is the Record date approved by RAO UES' Board of Directors in April 2008.
3. What will a shareholder receive if he/she buys shares of RAO UES of Russia after June 6?
If a shareholder buys shares of RAO UES of Russia after June 6, 2008, and holds them until the date of reorganization (July 1, 2008), such shareholder will not receive the entire set of shares of the target companies spun-off from RAO UES of Russia, but he will receive shares in Federal Grid Company within merger of RAO UES of Russia to FGC.
RAO UES of Russia recommends shareholders to complete all their transactions related to transfer of title to shares of RAO UES of Russia on or before June 6, 2008, and refrain from any transactions in shares of RAO UES of Russia after that date.
4. Will all RAO UES shareholders receive the same "set" of shares of the spun-off companies, as of June 6?
As a result of the reorganization, each shareholder of RAO UES of Russia will receive the number of shares of the target companies of the sector pro rata the shareholder's stake in the assets of RAO UES of Russia.
At the same time, the set of receivable assets, which is hold by a shareholder of concrete target companies, depends on how shareholder voted on the issue of reorganization (Item 1 on the agenda) at the Extraordinary General Meeting which took place on October 26, 2007, and when shares were acquired.
For instance, if a shareholder:
- voted "For" on the reorganization of RAO UES of Russia;
- abstained from voting on the specified issue;
- did not participate in the Meeting;
- acquired shares of RAO UES of Russia after August 23, 2007, which is Record Date for participation in the Extraordinary General Meeting October 26, 2007,
- voted "Against" on the specified issue, after which he presented his/her shares for redemption and, after a while, acquired shares in RAO UES of Russia again,
then such shareholder will be entitled to receive shares of the following companies:
- OGK-1, OGK-2, OGK-3, OGK-4, OGK-6, TGK-1, TGK-2, Mosenergo, TGK-4, TGK-6, Volzhskaya TGK, UGK TGK-8, TGK-9, TGK-10, TGK-11, Kuzbassenergo, Yenisei TGK, TGK-14, FGC UES, HydroOGK, INTER RAO UES (On April 9, 2008, Sochinskaya TPP was renamed into INTER RAO UES), Holding MRSK, and RAO Energy Systems of East.
If a shareholder voted "Against" on the issue of reorganization of RAO UES of Russia at the Extraordinary General Meeting on October 26, 2007, such shareholder will be entitled to receive shares of the following spun-off companies:
- OGK-1, OGK-2, OGK-3, OGK-4, OGK-6, TGK-1, TGK-2, Mosenergo, TGK-4, TGK-6, Volzhskaya TGK, UGK TGK-8, TGK-9, TGK-10, TGK-11, Kuzbassenergo, Yenisei TGK, TGK-14, FGC UES, HydroOGK, INTER RAO UES (On April 9, 2008, Sochinskaya TPP was renamed into INTER RAO UES), Holding MRSK, RAO Energy Systems of East, and three special holding companies - JSC Centerenergyholding, JSC Intergeneration, and JSC Sibenergyholding.
Below, we present the calculation for the number of shares in each company of the target structure of the sector that a shareholder of RAO UES of Russia will receive as a result of the reorganization on the basis of 100 ordinary shares and 100 preferred shares of RAO UES of Russia.
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Companies of the target structure of the electricity sector
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Distribution of shares of the spun-off companies among the shareholders of RAO UES of Russia who were included in the shareholder register as of June 6, 2008, and retained their title to shares in RAO UES of Russia as of the date of the Company's reorganization (July 1, 2008)
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|
If at the October 26, 2007, Extraordinary General Meeting a shareholder voted "For", "Abstained" or did not participate in the vote; and if a shareholder acquired shares of RAO UES of Russia after August 23, 2007, such shareholder will receive:
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If a shareholder voted "Against" at the October 26, 2007, Extraordinary General Meeting
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For 100 ordinary shares in
RAO UES of Russia
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For 100 preferred shares in
RAO UES of Russia
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For 100 ordinary shares in
RAO UES of Russia
|
For 100 preferred shares in
RAO UES of Russia
|
|
OGK-1
|
96
|
88
|
31
|
28
|
|
OGK-2
|
50
|
46
|
16
|
15
|
|
OGK-3
|
41
|
38
|
13
|
12
|
|
OGK-4
|
103
|
94
|
33
|
30
|
|
OGK-6
|
58
|
53
|
19
|
17
|
|
TGK-1
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3,823
|
3,501
|
1,223
|
1,120
|
|
TGK-2
|
1,298
|
1,189
|
415
|
380
|
|
Mosenergo
|
34
|
31
|
11
|
10
|
|
TGK-4
|
1,587
|
1,453
|
508
|
465
|
|
TGK-6
|
1,533
|
1,404
|
490
|
449
|
|
Volzhskaya TGK
|
33
|
31
|
11
|
10
|
|
UGK TGK-8
|
1,726
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1,581
|
552
|
506
|
|
TGK-9
|
6,733
|
6,167
|
2,155
|
1,973
|
|
TGK-10
|
1
|
1
|
1
|
1
|
|
TGK-11
|
619
|
567
|
198
|
181
|
|
Kuzbassenergo
|
70
|
64
|
22
|
20
|
|
Yenisei TGK
|
172
|
158
|
55
|
51
|
|
TGK-14
|
971
|
890
|
311
|
285
|
|
FGC
|
1,011
|
925
|
2,275
|
2,084
|
|
HydroOGK
|
345
|
316
|
449
|
412
|
|
INTER RAO UES
|
4,186
|
3,834
|
4,186
|
3,834
|
|
Centerenergyholding
|
0
|
0
|
105 ordinary shares
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105 preferred shares
|
|
Intergeneration
|
0
|
0
|
352 ordinary shares
|
352 preferred shares
|
|
Sibenergyholding
|
0
|
0
|
97 ordinary shares
|
97 preferred shares
|
|
Holding MRSK
|
100 ordinary shares
|
100 preferred shares
|
100 ordinary shares
|
100 preferred shares
|
|
RAO Energy Systems of East
|
100 ordinary shares
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100 preferred shares
|
100 ordinary shares
|
100 preferred shares
|
The exact number of shares which will be received by a shareholder in exchange for his/her stake in RAO UES of Russia can be specified by using the Calculator available at the website of RAO UES of Russia.
5. What kind of package of key electricity companies will receive a shareholder who acquired shares before June 6, 2008 from a shareholder who voted "Against"?
By investing in such shares, a new owner actually supported the RAO UES of Russia reorganization. Accordingly, such owner will receive the same set of shares of the spun-off companies as the shareholders who voted "For" for reorganization at the October 26, 2007, Extraordinary General Meeting, abstained from voting on this item, or did not participate in the Meeting.
Specifically, such owner will receive shares of the following spun-off companies:
- OGK-1, OGK-2, OGK-3, OGK-4, OGK-6, TGK-1, TGK-2, Mosenergo, TGK-4, TGK-6, Volzhskaya TGK, UGK TGK-8, TGK-9, TGK-10, TGK-11, Kuzbassenergo, Yenisei TGK, TGK-14, FGC UES, HydroOGK, INTER RAO UES (On April 9, 2008, Sochinskaya TPP was renamed into INTER RAO UES), Holding MRSK, and RAO Energy Systems of East.
6. What should a shareholder do to receive shares of the electricity companies spun off from RAO UES of Russia?
The only requirement for a shareholder is to own shares of RAO UES of Russia as of June 6, 2008. The shares will be distributed according to the list of persons or entities made on the basis of the data contained in the register of RAO UES of Russia as of June 6, 2008.
No special actions are required for a shareholder to receive shares of the spun-off companies.
If a shareholder of RAO UES of Russia is serviced by register of the company (STATUS Registration Company), shares of the spun-off electricity companies will be placed to his/her customer accounts at the shareholder registers of such companies not later than on July 4, 2008.
If a shareholder is serviced by depositories, then shares in the spun-off electricity companies will be placed to his/her accounts at the depositories approximately in the middle of July. The exact date depends on the specific character of activity of each depositary.
7. What will happen to shares of RAO UES of Russia after Company ceases to exist?
Simultaneously with the spin-off from RAO UES of Russia on July 1, 2008, RAO UES of Russia itself will merge to FGC UES and ceases to exist as a corporate entity. Shares of RAO UES of Russia will be canceled in the process of their conversion into FGC shares.
8. When will shareholders receive shares of electricity companies spun off from RAO UES of Russia? Will this process take place simultaneously for all the companies?
If a shareholder of RAO UES of Russia is serviced by register of the company (STATUS Registration Company), shares of the spun-off electricity companies will be placed to his/her customer accounts at the shareholder registers of such companies not later than on July 4, 2008.
If a shareholder is a client of depositories, then shares in the spun-off electricity companies will be placed to his/her accounts at the depositories approximately in mid-July. The exact date depends on the specific character of activity of each depositary.
It is expected that the distribution of shares of the spin-off companies will take place simultaneously.
9. How can a shareholder find out that shares of the electricity companies spun off from RAO UES of Russia have been placed to his/her account? Whom should a shareholder contact to make sure that the shares have been placed to his/her account?
If RAO UES of Russia shares owned by relevant shareholder remain deposited with STATUS Registration Company, the information on shares placed to one's account can be obtained by a shareholder at offices of the registrars maintaining registers of the spun-off companies by requesting an extract from the shareholder register of the relevant spun-off company.
If a shareholder of RAO UES of Russia is a client of a depository (a company specializing in securities keeping and accounting), then a shareholder may find out information about shares credited to his/her account by submitting his/her request to the relevant depository.
10. Where will be kept the spun-off companies' shares received by minority shareholders of RAO UES of Russia?
If a shareholder keeps his/her shares of RAO UES of Russia with STATUS Registration Company.
In this case, new shares will be distributed among shareholder's accounts opened with the registrars which maintains registers of the spun-off electricity companies. Registers for the following spun-off companies are maintained by:
- For FGC UES, HydroOGK, OGK-1, OGK-2, OGK-4, OGK-6, TGK-1, TGK-2, TGK-4, TGK-6, Volzhskaya TGK, TGK-10, TGK-11, Kuzbassenergo, and TGK-14 - by Moscow Central Depository located at: 107078, Moscow, Orlikov Per., 3, bld. "V", postal address: 105082, Moscow, ul. Bolshaya Pochtovaya, 34, bld. 8.
- For Holding MRSK, RAO Energy Systems of East, Centerenergyholding, Sibenergyholding, and Intergeneration - by STATUS Registration Company located at 109544, Moscow, ul. Dobrovolcheskaya, 1/64.
- For Mosenergo - by Reestr-Servis Specialized Registrar located at 115035, Russian Federation, Moscow, ul. Sadovnicheskaya, 15.
- For UGK TGK-8 - by NIKoil Registrar located at 125993 Moscow, 3 ul. Yamskogo Polya, 28.
- For TGK-9 - at present time, the register is maintained by Moscow Central Depository located at: 107078, Moscow, Orlikov Per., 3, bld. "V", postal address: 105082, Moscow, ul. Bolshaya Pochtovaya, 34, bld. 8.
It is planned that in future the TGK-9 shareholder's register will be maintained by Professional Registrar Center, located at 117452, Moscow, Balaklavsky Prospekt, 28 V.
- For Yenisei TGK - by Reestr A-Plus located at 630007, Novosibirsk, Kommunisticheskaya, 50, POB 303.
- For OGK-3 - National Registry Company located at 121357 Moscow, ul. Veresayeva, 6.
- For INTER RAO UES (On April 9, 2008, Sochinskaya TPP was renamed into INTER RAO UES) - by Novyi Registrator located at: 107023, Moscow, ul. Buzheninova, 30.
If a shareholder keeps his/her RAO UES of Russia shares in a depository:
- Shares of spun-off companies will be distributed among the shareholder accounts opened in the same depositories where RAO UES of Russia shares are currently kept.
11. Who will arrange registration of rights of individual shareholders of RAO UES of Russia for shares of the spun-off companies?
Registration of rights of individual shareholders of RAO UES of Russia for shares of the spun-off companies is the responsibility of the registrars of the relevant companies.
12. Will shareholders of RAO UES of Russia incur any expenses related to payment for shares when securities of the spun-off electricity companies are allocated to them in the reregistration process?
No, expenses will be incurred by shareholders of RAO UES of Russia in a result of distribution of shares of the spun-off companies among them (directly in the distribution process). Shares of the electricity companies spun off from RAO UES of Russia will be placed to the shareholder accounts free of charge.
It is expected that after the dissolution of RAO UES of Russia (July 1, 2008) shareholder registers of the spun-off electricity companies will be maintained by eight registrars. In this respect shareholding will be managed and disposed (including sale, purchase, inheritance, and donation) at tariffs set by the registrars as well as if you hold shares of RAO UES of Russia. Tariffs are set by the registrars with due to the legislative limitations of the Federal Financial Markets Service (FFMS).
Specifically, the following maximal tariffs have been established by laws:
1. For making entries in the register system related to securities' transfer as a result of their purchase and sale or any other transfers of title to securities, a registrar may charge 1 ruble from each 1 thousand rubles of the transaction price. Total maximal payment should not exceed 50 minimum monthly wages irrespective of transaction price;
2. For opening a customer account in the register system - 0.1 minimum monthly wages;
3. For altering the information on a registered person as contained at the customer account - 0.3 minimum monthly wages;
4. For providing an extract from the register - 0.1 minimum monthly wages;
5. For providing an information sheet on the customer account operations - 0.1 minimum monthly wages for each entry, etc.
In addition, shareholders may incur expenses if they decide, for example, to sell or donate their shares. In this case, shareholders may incur expenses related to reregistration of shares' title (in the case of transactions in shares).
If shares of the spun-off electricity companies are distributed among shareholder's accounts at depositaries expenses may be incurred only if they decide to conduct some sort of share transactions. The cost of such transactions and shareholding keeping costs are based on tariffs set by depositories and an agreement signed with a shareholder.
13. When do RAO UES of Russia shares stop trading on stock exchanges? Can somebody buy RAO UES of Russia shares after June 6?
June 6, 2008, will be the last day for RAO UES of Russia shares trading on stock exchanges. The register of RAO UES of Russia shareholders who become holders of shares of all key electricity companies will be closed as of that date.
In this connection, shareholders and investors should be advised that if they buy shares of RAO UES of Russia after June 6 at the over-the-counter market and retain them till the final reorganization day (July 1, 2008), then in exchange for their shares they will receive only shares of Federal Grid Company, not the entire set of shares of the electricity companies spun off from RAO UES of Russia.
In this case, only 2.3 ordinary shares in FGC will be distributed for one ordinary share of RAO UES of Russia and 2.1 ordinary shares in FGC - for one preferred share of RAO UES of Russia.
Therefore, we recommend you to complete all your transactions in RAO UES of Russia shares on or before June 6, including transactions in transfer of title to securities, while after that date we recommend you to refrain from all transactions in RAO UES of Russia shares .
14. What will a shareholder receive in exchange for his/her shares in RAO UES of Russia if he/she have purchased it at the over-the-counter market within the period form June 6 till July 1, 2008?
Those who buy shares after the specified date will not be entitled to receive shares of all the spun-off target companies. Instead of this such persons may receive shares in Federal Grid Company if they retain their shares of RAO UES of Russia till July 1, 2008, in accordance with the exchange rates approved by the decision of the October 26, 2007, Meeting (about 2.3 ordinary shares of FGC for one ordinary share of RAO UES of Russia and about 2.1 ordinary shares of FGC for one preferred share in RAO UES of Russia).
15. Who can provide consultations on issues related to receipt of shares of the electricity companies spun off from RAO UES of Russia?
For consultations on issues related to the receipt of shares of the electricity companies spun off from RAO UES shareholders may turn to "Hot Line" specialists from RAO UES of Russia or IR specialists of the relevant spun-off electricity companies and registrars.
IR specialists for relations with shareholders of RAO UES of Russia are available by phones:
- +7 (495) 727-12-65 (from 10:00 a.m. to 5:00 p.m. Moscow Time).
- +7 (495) 620-16-09 (from 1:00 p.m. to 4:00 p.m. Moscow Time).
- +7 (495) 710-45-22 (from 1:00 p.m. to 4:00 p.m. Moscow Time).
Shareholders and investors may also send their questions by post, fax, or e-mail to the Corporate Governance and investor Relations Department of RAO UES of Russia
- Address: constr. 3, bld 101, Prospekt Vernadskogo Moscow, 119526
- E-mail: ir@rao.elektra.ru
- Fax: (495) 710-41-01
The table below contains up-to-date information about the spun-off electricity companies: postal addresses, telephone numbers of IR departments, addresses of corporate websites, and registrar contact information.
Please be advised that you can use the address specified under "Postal address" to send your mail to the relevant companies. Specialists of the companies are available for consultations by telephone numbers specified in the column. Corporate websites contain essential information about companies.
For alterations to shareholder registers (changing of passport data, new place of residence, etc.), sending notary requests for share inheritance registration, and receiving extracts from registers, please contact the companies' registrars. The table shows information about registrars of the spun-off companies (postal addresses and telephone numbers of their central offices).
Each of the specified registrars has a network of branch offices and transfer agents throughout the Russian Federation. You can call the numbers indicated in the table below and find out the address and telephone number of your registrar's local branch office/transfer agent and conduct required operations in the register in person.
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Information about spun-off electricity companies and their registrars
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Spun-off company
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Postal address
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Telephone of Investor Relations Department
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Corporate website
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Registrar
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Registrar's postal address and telephone
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OGK-1
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117447, Moscow,
ul. Bolshaya Cheremushkinskaya, 13/17
|
+7 (495) 225-33-91
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www.ogk1.com
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Moscow Central Depository
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105082, Moscow, ul. Bolshaya Pochtovaya, 34
+7 (495) 221-13-33
+7 (495) 221-13-34
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|
OGK-2
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117393, Moscow, ul. Profsoyuznaya, 56, Floor 6
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+7 (495) 981-30-39
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www.ogk2.ru
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Moscow Central Depository
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105082, Moscow, ul. Bolshaya Pochtovaya, 34
+7 (495) 221-13-33
+7 (495) 221-13-34
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|
OGK-3
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121596, Moscow, Mozhayskoye Shosse, 165/1
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+7 (495) 380-02-05
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www.ogk3.ru
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National Registry Company
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121357, Moscow, ul. Veresayeva, 6
+7 (495) 440-6324
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OGK-4
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119017, Moscow, ul. Bolshaya Ordynka, 40/4, Office 704
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+7 (495) 411-50-55
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www.ogk-4.ru
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Moscow Central Depository
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105082, Moscow, ul. Bolshaya Pochtovaya, 34
+7 (495) 221-13-33
+7 (495) 221-13-34
|
|
OGK-6
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115162,
Moscow, ul. Mytnaya, 21
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+7 (495) 644-23-65
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www.ogk6.ru
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Moscow Central Depository
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105082, Moscow, ul. Bolshaya Pochtovaya, 34
+7 (495) 221-13-33
+7 (495) 221-13-34
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|
TGK-1
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191186,
Saint Petersburg, Marsovo Polye, 1
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+7 (812) 494-39-74
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www.TGK-1.ru
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Moscow Central Depository
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105082, Moscow, ul. Bolshaya Pochtovaya, 34
+7 (495) 221-13-33
+7 (495) 221-13-34
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|
TGK-2
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150040, Yaroslavl,
ul. Rybinskaya, 20
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+7 (4852) 797-182
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www.TGK-2.ru
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Moscow Central Depository
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105082, Moscow, ul. Bolshaya Pochtovaya, 34
+7 (495) 221-13-33
+7 (495) 221-13-34
|
|
Mosenergo
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115035, Moscow, Raushskaya Naberezhnaya, 8
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+7 (495) 957-39-45
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www.mosenergo.ru
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Reestr-Servis Specialized Registrar
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115035, Moscow, ul. Sadovnicheskaya, 15
+7 (495) 234 7076
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|
TGK-4
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300600, Tula,
ul. Timiryazeva, 99
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+7 (4872) 25-43-70
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www.tgk-4.ru
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Moscow Central Depository
|
105082, Moscow, ul. Bolshaya Pochtovaya, 34
+7 (495) 221-13-33
+7 (495) 221-13-34
|
|
TGK-6
|
603950, Russian Federation, GSP-62, Nizhni Novgorod,
ul. Gorkogo, 117
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8 (800) 200-02-32 (free call from peripheral areas of the Russian Federation)
|
www.TGK6.ru
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Moscow Central Depository
|
105082, Moscow, ul. Bolshaya Pochtovaya, 34
+7 (495) 221-13-33
+7 (495) 221-13-34
|
|
Volzhskaya TGK
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443100,
Samara, ul. Mayakovskogo, 15
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+7 (846) 279-66-66
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www.votgk.com
|
Moscow Central Depository
|
105082, Moscow, ul. Bolshaya Pochtovaya, 34
+7 (495) 221-13-33
+7 (495) 221-13-34
|
|
UGK-TGK-8
|
344006,
Rostov-on-Don, Pr. Sokolova, 13
|
+7 (863) 255-50-70
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www.tgk-8.ru
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NIKoil Registrar
|
125993, Moscow,
3 ulitsa Yamskogo Polya, 28
+7 (495) 755-90-77
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|
TGK-9
|
614990, Perm, Prospekt Komsomolsky, 48
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+7 (342) 240 70 09
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www.tgk-9.ru
|
At present -
Moscow Central Depository*
|
105082, Moscow, ul. Bolshaya Pochtovaya, 34
+7 (495) 221-13-33
+7 (495) 221-13-34
|
|
TGK-10
|
454077, Russian Federation,
Chelyabinsk, Brodokalmaksky Trakt, 6
|
+7 (351) 259-60-31
+7 (351) 259-60-35
|
www.TGK10.ru
|
Moscow Central Depository
|
105082, Moscow, ul. Bolshaya Pochtovaya, 34
+7 (495) 221-13-33
+7 (495) 221-13-34
|
|
TGK-11
|
630091,
Novosibirsk, Krasny Prospekt, 55, Office 301
|
+7 (383) 354-98-00,
+7 (383) 354-98-01
|
www.tgk11.com
|
Moscow Central Depository
|
105082, Moscow, ul. Bolshaya Pochtovaya, 34
+7 (495) 221-13-33
+7 (495) 221-13-34
|
|
Kuzbassenergo
|
650000,
Kemerovo, Russian Federation
GSP-2, Pr. Kuznetsky, 30
|
+7 (3842) 45-40-83
+7 (3842) 45-36-81
|
www.kuzbassenergo.ru
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Moscow Central Depository
|
105082, Moscow, ul. Bolshaya Pochtovaya, 34
+7 (495) 221-13-33
+7 (495) 221-13-34
|
|
Yenisei TGK
|
660021,
Krasnoyarsk, ul. Bograda, 144A
|
+7 (3912) 74-42-33
+7 (3912) 74-42-40
|
www.tgk13.ru
|
Reestr A-Plus
|
630007, Novosibirsk,
ul. Kommunisticheskaya50,
Floor 6
+7 (383) 218-76-77,
+7 (383) 218-76-79
|
|
TGK-14
|
672090, Chita,
ul. Profsoyuznaya, 23
|
+7 (3022) 38-45-70
+7 (3022) 38-45-13
|
www.tgk-14.com
|
Moscow Central Depository
|
105082, Moscow, ul. Bolshaya Pochtovaya, 34
+7 (495) 221-13-33
+7 (495) 221-13-34
|
|
HydroOGK
|
117393, Moscow,
ul. Arkhitektora Vlasova, 51
|
+7 (495) 540-30-12
+7 (495) 540-30-14
|
www.gidroogk.ru
|
Moscow Central Depository
|
105082, Moscow, ul. Bolshaya Pochtovaya, 34
+7 (495) 221-13-33
+7 (495) 221-13-34
|
|
FGC
|
117630, Moscow,
ul. Akademika Chelomeya, 5A
|
+7 (495) 710-93-33
|
www.fsk-ees.ru
|
Moscow Central Depository
|
105082, Moscow, ul. Bolshaya Pochtovaya, 34
+7 (495) 221-13-33
+7 (495) 221-13-34
|
|
INTER RAO UES
|
123610, Moscow, Krasnopresnenskaya Naberezhnaya 12, entrance 7
|
+7 (495) 967-05-27
|
www.interrao.ru
|
Novyi Registrator
|
107023, Moscow, ul. Buzheninova, 30
+7 (495) 964-22-51
|
* It is planned that in future the TGK-9 shareholder register will be maintained by ProfessionalRegistrarCenter located at 117452, Moscow, Balaklavsky Prospekt, 28 V.
16. How rights of holders of depositary receipts for RAO UES of Russia shares will be observed in the process of the reorganization?
In the process of the reorganization, a special procedure will be applied to holders of depositary receipts (DRs) for RAO UES of Russia shares.
In particular the books for issue and cancellation of DRs for RAO UES of Russia will be closed since May 30, 2008. This makes possible the simultaneous closure of the register of DR holders and the register of RAO UES of Russia shareholders who will be entitled for shares of the electricity companies spun off from RAO UES of Russia, i.e. on June 6, 2008.
After June 6, Election Packages will be distributed to DR holders. The Election Packages will specify options for receipt of the following:
- depositary receipts of the spun-off electricity companies;
- shares of the spun-off electricity companies;
- cash proceeds from the sale of shares of the spun-off electricity companies (cash-out).
In this respect, receiving of depositary receipts or shares of the spun-off electricity companies requires submission of all certifications and information contained in the Election Packages. Mentioned documents should be received by depositaries of clearing systems before July 7, 2008,
DR holders who fail to timely submit the required information will receive cash proceeds from the sale of shares of the spun-off electricity companies.
It is expected that shares and depositary receipts for the majority of the spun-off electricity companies will be received by investors on the late July 2008. The cash-out procedure may take from 3 to 6 months.
In this respect it is expected that shares of electricity companies will be be established on July 1, 2008 (Holding MRSK and RAO Energy Systems of East) and will be received by foreign investors on September 2008, while depositary receipts - during December 2008 - January 2009, as soon as the above companies will have to follow all the required procedures for registration of their shares and prospectuses, the listing procedure, etc.
17. Will all the electricity companies spun off from RAO UES of Russia issue depositary receipts for their shares?
At present, RAO UES of Russia and its subsidiaries electricity companies are making all necessary efforts so that each spun-off company of the target structure could offer depositary receipts to foreign investors. In this connection, it is expected that most of the companies will follow relevant procedures for launching depositary receipts programs before July 2008. This will enable them to distribute depositary receipts among foreign investors simultaneously with share distribution, i.e. in the middle of July 2008.
The companies established through a direct spin-off from RAO UES of Russia without the simultaneous takeover (Holding MRSK and RAO Energy Systems of East) will be registered at the date of reorganization (July 1, 2008). This will prevent them from launching their depositary receipt programs until they complete all the required procedures for registration of their shares and prospectuses, the listing procedure, etc. Accordingly, the indicated companies are expected to launch their depositary receipt programs during December 2008 - January 2009.
