OGK-1 Board of Directors Called an Extraordinary Meeting of Shareholders to Solve Issues Related to Financing of Priority Investment Projects and Gas Supplies to the Company’s Power Stations

Moscow. November 19, 2009. At its meeting held in the form of absentee voting on November 16, 2009 the Board of Directors of JSC OGK-1 decided to convene an Extraordinary General Meeting of shareholders of the Company to consider issues related to financing of priority investment projects and concluding long-term contracts for gas supplies to the company’s power stations.

The shareholder meeting will take place in the form of absentee voting; the final date for receiving ballots is December 22, 2009. The record date for the list of persons entitled to participate in the Extraordinary General Meeting of shareholders is November 17, 2009.

The agenda of the Extraordinary General Meeting will include the following questions:

• On determining the number, the nominal value, category (type) of JSC OGK-1 authorized shares and the rights granted by these shares;
• On introducing changes to the Charter of JSC OGK-1;
• On increasing the charter capital of JSC OGK-1 by means of additional share issue;
• On approval of purchase and sale of OGK-1 shares placed by public offering between JSC OGK-1 and JSC INTER RAO UES as interested-party transaction(s);
• On approval of loan agreement between JSC INTER RAO UES and JSC OGK-1 as interested-party transaction;
• On approval of loan transaction between JSC INTER RAO UES and JSC OGK-1 as interested-party transaction;
• On approval of gas supply contracts between JSC NOVATEK and JSC OGK-1, which are inter-related interested-party transactions.

The Board of Directors confirmed the form and text of the voting ballot and a notification about holding of the Extraordinary General Meeting of shareholders and also projects of the decisions to be taken and explanatory notes to them.

The shareholders recorded in the shareholders’ register as of November 17, 2009 can view the materials for the meeting starting from December 2, exclusive of Saturday, Sunday and holidays from 10 am to 5 pm at the following addresses:

• Moscow, Bolshaya Pochtovaya str., house 34, building 8 (JSC Central Moscow Depository);
• Tyumen Region, Tyumen, Odesskaya str., house 1, building 1 (JSC ОGК-1);
• Moscow, Krasnopresnenskaya Embankment, house 12, door 7, floor 16 (JSC INTER RAO UES).

It would be recalled that JSC INTER RAO UES and JSC OGK-1 are implementing a large scale investment program for the construction of new and reconstruction of the existing generating facilities at OGK-1 power stations. One of the priority investment projects is the construction of a new gas powered steam unit with a capacity of 450 MW at Urengoyskaya GRES.

The total volume of funds to be invested in the project is about 25 billion roubles (including VAT). It is planned that financing of the project will be carried out using funds obtained as a result of OGK-1 additional share issue. At present the project is 14% complete (from the total amount of work). Until the main source of financing is acquired (in the first half of 2010) credit will be attracted in the amount of 8 billion roubles. At present it is financed using OGK-1 own funds and loan provided by JSC INTER RAO UES.

In order to attract shareholder capital to this project the Board of Directors of OGK-1, in particular, recommended the shareholders to take a decision on increasing the company’s charter capital by public additional share placement in the amount of 38 billion ordinary shares at a nominal value of 0.57478 each. The appropriate changes associated with the announcement of additional share placement are being proposed to shareholders for introduction into the OGK-1 Charter.

Additional shares will be paid for in cash assets. The cost of placement, including priority rights, will be determined by the Board of Directors of OGK-1. Priority rights can be used by all OGK-1 shareholders recorded in the shareholders register as of November 17, 2009, if they purchase additional shares in proportion to the number of ordinary OGK-1 shares held by them.

The Board of Directors also recommended that shareholders approve a transaction for the acquisition by JSC INTER RAO UES of OGK-1 publicly placed additional ordinary shares in the amount of no more than 38 billion shares at the price of placement. The precise amount of shares which INTER RAO UES will purchase will become known after calculation of the placement price, implementation of priority rights and also taking into account the satisfaction of applications for share purchase from the third-party investors.

Until the main volume of investment is attracted to finance the project at Urengoyskaya GRES, the Board of Directors recommends that the Extraordinary General Meeting of shareholders approve a loan from JSC INTER RAO UES in the amount of no more than 8 billion roubles for a term of ten years. Loan repayment would be carried out in funds obtained from the planned additional share placement.

To secure the loan the Board of Directors suggested that shareholders approve the transfer to JSC INTER RAO UES of OGK-1 construction-in-progress facilities and the rights for long term rent on the land plot of Urengoyskaya GRES, and also newly constructed fixed assets of the power station.

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Furthermore, the Board of Directors suggested that shareholders approve long term gas supply contracts between OGK-1 and NOVATEK for 2010-2015 to the total amount of no more than 197.135 billion roubles.

OGK-1 plans to purchase gas from NOVATEK for Verkhnetagilskaya GRES, Iriklinskaya GRES, Kashirskaya GRES and Permskaya GRES. The price of gas will be the same as the minimum regulated wholesale price confirmed by the Federal Tariff Service of the Russian Federation for industrial customers of the region, in accordance with the gas transmission point.

The long term contracts with NOVATEK will enable OGK-1 to purchase gas in more advantageous and flexible conditions (including payment conditions and penalty sanctions) in comparison to current contracts. This refers to the “limited” gas in addition to which OGK-1 has to pay for supply and delivery services from the regional supply companies of JSC Gazprom.

At present OGK-1 purchases gas for these power stations from the regional supply companies of JSC Gazprom and CJSC Uralsevergaz under long term contracts.

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The first power generating company on the wholesale energy market (OGK-1) is the largest wholesale thermal power generation company in Russia. Its installed capacity amounts to 9,531 MW. The Company's power generation assets are all based in the Urals and the Central power systems. OGK-1 has incorporated the following thermal power plants: Permskaya GRES, Verkhnetagilskaya GRES, Kashirskaya GRES, Urengoyskaya GRES and Iriklinskaya GRES. 2 power units of Nizhnevartovskaya GRES were transferred to the authorized capital of ZAO “Nizhnevartovskaya GRES”, the shares of which belong to NVGRES HOLDING LIMITED (NHL). 75% - 1 share of the NHL authorized capital belong to JSC OGK-1, 25%+1 share belong to TNK-BP.

Currently the authorized capital of OGK-1 amounts to 25 660 014 425.40804 shares; the company placed 44 643 192 918 ordinary shares at 0.57478 roubles nominal value each. OGK-1 shares are traded on the RTS Classic Market with the ticker OGKA, on the RTS's T+O Market with the ticker OGKAG and on the MICEX Stock Exchange with the ticker OGK1.  

On March 17, 2009 the rights under 61,9% of OGK-1 voting shares were transferred to JSC INTER RAO UES for 5 years with the right for extension for the same period. Starting from July 6, 2009 the powers of the sole executive body of OGK-1 were transferred to the management organization – JSC INTER RAO UES.

JSC INTER RAO UES is a fast-growing energy company with a number of generation and distribution assets in Russia and abroad. The total installed capacity of the electric power stations controlled or owned by the Company is about 18,000 MW. The company is a major investor and a leading exporter and importer of electricity in Russia.

57.3% of the Company's authorized capital is owned by Rosatom State Nuclear Energy Corporation and Rosatom-controlled Energoatom Concern.