Moscow, Russian Federation September 21, 2007 Dear Holders of Depositary Receipts: the Board of Directors of Open Joint-Stock Co
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Moscow, Russian Federation September 21, 2007 Dear Holders of Depositary Receipts: The Board of Directors of Open Joint-Stock Company Unified Energy System of Russia (‘‘RAO UES’’) decided on July 27, 2007 to call an extraordinary general meeting of RAO UES shareholders (the ‘‘EGM’’) for approval of shareholders, including holders of depositary receipts, of a reorganization involving: • the spin-offs by RAO UES to newly-formed Russian open joint-stock companies established by RAO UES (each, a ‘‘Holdco’’ and collectively, the ‘‘Holdcos’’) of the entire equity interests of RAO UES in certain of its subsidiaries (the ‘‘Spin-Offs’’), including (i) six wholesale generating companies (the ‘‘OGKs’’), comprised of five wholesale thermal generating companies and Open Joint-Stock Company ‘‘The Federal Hydro-Generation Company’’ (‘‘HydroOGK’’), (ii) thirteen territorial generating companies (the ‘‘TGKs’’ and together with the OGKs, the ‘‘Gencos’’), (iii) power companies in the Far East and other isolated areas (the ‘‘Far East Energos’’), (iv) inter-regional distribution grid companies (‘‘MRSKs’’) and distribution grid companies (‘‘RSKs’’), (v) Open Joint-Stock Company the Federal Grid Company of Unified Energy System (the ‘‘FSK’’) and the trunk grid companies, (vi) Closed Joint-Stock Company ‘‘Inter RAO UES’’ (‘‘InterRAO’’), (vii) Open Joint-Stock Company Sochinskaya TES (‘‘Sochinskaya TES’’) and (viii) Open Joint-Stock Company System Operator-Central Dispatching Office of the Unified Energy System (the ‘‘System Operator’’ and together with the Gencos, the Far East Energos, the MRSKs, the RSKs, the FSK, InterRAO, Sochinskaya TES and the System Operator, the ‘‘Subsidiaries’’); • the issuance of ordinary and preferred shares in the Holdcos (each ordinary and preferred share in the Holdcos is referred to herein as a ‘‘Holdco Share’’ and collectively, the ‘‘Holdco Shares’’) on the date of the state registration of the Holdcos, which is expected to occur in July 2008 (the ‘‘Reorganization Date’’), to the holders of record of shares and depositary receipts of RAO UES as of the date to be determined by the Board of Directors of RAO UES, which is expected to be in June 2008 (the ‘‘Spin-Offs Record Date’’), as set out in detail in the Information Statement that accompanies this letter; and • immediately after the establishment of certain Holdcos (other than certain special purpose Holdcos and the Holdcos established to hold shares in the Far East Energos and the MRSKs), subject to the approval of the shareholders of the relevant Subsidiaries, the approval of FAS and the requirements of applicable law, those Holdcos will be merged into their corresponding Subsidiaries, and in each case, ordinary and preferred Holdco Shares, as applicable, will be exchanged for ordinary shares of the relevant Subsidiary pursuant to conversion ratios set forth in the Information Statement. The special purpose Holdcos and the Holdcos established to hold shares in the Far East Energos and the MRSKs will not undergo a merger upon their establishment into the relevant Subsidiary. It is expected that, following the completion of the Spin-Offs, subject to the approval of the shareholders of the FSK, RAO UES will be merged into the FSK, with the FSK being the surviving entity, and the ordinary and preferred shares of RAO UES (the ‘‘RAO UES Shares’’) will be exchanged for ordinary shares of the FSK (the ‘‘RAO UES Merger’’). As a result, upon completion of the RAO UES Merger, RAO UES will cease to exist. The Information Statement has been prepared to explain the proposed Spin-Offs, as well as the plan for their implementation, to holders of RAO UES Shares and holders of RAO UES American and global depositary receipts (the ‘‘RAO UES DRs’’). The Spin-Offs are currently expected to occur in July 2008. On October 26, 2007, the EGM is scheduled to be held to vote on the Spin-Offs and the RAO UES Merger. All persons (other than RAO UES) who held RAO UES Shares on August 23, 2007 (the ‘‘EGM Record Date’’) will be entitled to vote at the EGM on the Spin-Offs and the RAO UES Merger by absentee ballot voting. Each holder of RAO UES DRs, who held RAO UES DRs on the EGM Record Date, will be entitled to deliver voting instructions to the relevant depositary in accordance with the deposit agreements and the global depositary receipts relating to the RAO UES DRs. Approval of the Spin-Offs and the RAO UES Merger requires the affirmative vote of at least three-quarters of the aggregate voting power of the RAO UES Shares represented at the EGM, with each RAO UES Share representing one vote. The Board of Directors of RAO UES considers the Spin-Offs and the RAO UES Merger to be in the interests of RAO UES and recommends that holders of RAO UES Shares and RAO UES DRs approve the Spin-Offs and the RAO UES Merger. We are grateful for the loyalty and support of holders of RAO UES DRs. Sincerely, Anatoly Chubais Chairman of the Management Board 2 Information Statement dated September 21, 2007 Russian Open Joint-Stock Company Unified Energy System of Russia This Information Statement relates to a reorganization of Russian Open Joint-Stock Company Unified Energy System of Russia (‘‘RAO UES’’ and together with its subsidiaries, the ‘‘RAO UES Group’’) involving: • the spin-offs by RAO UES to newly-formed Russian open joint-stock companies established by RAO UES (each, a ‘‘Holdco’’ and collectively, the ‘‘Holdcos’’) of the entire equity interests of RAO UES in certain of its subsidiaries (the ‘‘Spin-Offs’’), including (i) six wholesale generating companies (the ‘‘OGKs’’), comprised of five wholesale thermal generating companies and Open Joint-Stock Company ‘‘The Federal Hydro-Generation Company’’ (‘‘HydroOGK’’), (ii) thirteen territorial generating companies (the ‘‘TGKs’’ and together with the OGKs, the ‘‘Gencos’’), (iii) power companies in the Far East and other isolated areas (the ‘‘Far East Energos’’), (iv) inter-regional distribution grid companies (‘‘MRSKs’’) and distribution grid companies (‘‘RSKs’’), (v) Open Joint-Stock Company the Federal Grid Company of Unified Energy System (the ‘‘FSK’’) and the trunk grid companies, (vi) Closed Joint-Stock Company ‘‘Inter RAO UES’’ (‘‘InterRAO’’), (vii) Open Joint-Stock Company Sochinskaya TES (‘‘Sochinskaya TES’’) and (viii) Open Joint-Stock Company System Operator- Central Dispatching Office of the Unified Energy System (the ‘‘System Operator’’ and together with the Gencos, the Far East Energos, the MRSKs, the RSKs, the FSK, InterRAO, Sochinskaya TES and the System Operator, the ‘‘Subsidiaries’’; and each ordinary share in the Subsidiaries is referred to herein as a ‘‘Subsidiary Share’’ and collectively , the ‘‘Subsidiary Shares’’); • the issuance of ordinary and preferred shares in the Holdcos (each ordinary and preferred share in the Holdcos is referred to herein as a ‘‘Holdco Share’’ and collectively, the ‘‘Holdco Shares’’) as set out in the table below to the holders of record indicated in the table below of shares and depositary receipts of RAO UES as of the date to be determined by the Board of Directors of RAO UES, which is expected to be in June 2008 (the ‘‘Spin-Offs Record Date’’), including the Russian Federation, OOO GazEnergy Company (‘‘GazEnergy’’), OAO Norilsk Nickel Mining and Metallurgical Co. (‘‘Norilsk’’), Madake Enterprises Company Limited (‘‘Madake’’ and together with GazEnergy and Norilsk, the ‘‘Large Holders’’) and holders other than the Russian Federation and the Large Holders (the ‘‘Minority Holders’’): Holders of RAO UES securities RAO UES’ equity interests in the receiving ordinary and preferred Name of Holdco Subsidiaries to be spun-off to the Holdco shares in the Holdco State Holdcos ‘‘State Holding’’ (a) 52.86% of RAO UES’ equity interests (a) Russian Federation in the FSK and the trunk grid companies, (b) the Minority Holders and (b) a certain portion of RAO UES’ equity Large Holders who hold interests in certain of the Gencos (other shares as of the Spin-Offs than HydroOGK) or cash proceeds from Record Date and either the sale of such equity interest that may voted against the Spin-Offs be effected by RAO UES prior to the or did not vote on the Spin- Spin-Offs, and Offs proposals and who elected not to exercise the (c) a certain number of ordinary shares in redemption rights described the System Operator or cash proceeds below (‘‘Dissenting from the sale of such shares that may be Holders’’) effected by RAO UES prior to the Spin- Offs. ‘‘State HydroOGK Holding’’ (a) a certain portion of RAO UES’ equity (a) Russian Federation interest in HydroOGK that corresponds to the equity interest that the Russian (b) the Dissenting Holders Federation holds in RAO UES, adjusted according to certain swap ratios proposed by the Board of Directors of RAO UES, and (b) a certain portion of RAO UES’ equity interests in certain of the Gencos (other than HydroOGK) or cash proceeds from the sale of such equity interest that may be effected by RAO UES prior to the Spin-Offs. State Holding and State HydroOGK Holding together are referred to herein as the ‘‘State Holdcos’’. Large Holdcos ‘‘CenterEnergoHolding’’ a certain portion of RAO UES’ equity (a) GazEnergy, a company in interests in the FSK, HydroOGK, the the OAO Gazprom Group System Operator and the Gencos that (‘‘Gazprom’’) corresponds to the equity interest that GazEnergy holds in RAO UES, adjusted (b) the Dissenting Holders according to certain swap ratios proposed by the Board of Directors of RAO UES. ‘‘Intergeneration’’ a certain portion of RAO UES’ equity (a) Norilsk interests in the FSK, HydroOGK,