Reorganization of INTER RAO - Electric Power Plants, OJSC

Moscow, June 15, 2012 - Open Joint Stock Company "INTER RAO UES" ("INTER RAO UES", "Company", ticker on MICEX-RTS, LSE (Reg. S): IRAO; on LSE (Rule 144 A): IRAA), the largest diversified utilities holding in Russia, announces that on June 14 ,2012 INTER RAO UES as a sole shareholder of INTER RAO - Electric Power Plants, OJSC ("INTER RAO - Electric Power Plants"), a company registered under the laws of the Russian Federation, has adopted a decision to  reorganize INTER RAO - Electric Power Plants in the form of accession of  First Generation OJSC and  Third Generation OJSC to INTER RAO - Electric Power Plants.

First Generation OJSC has been incorporated through reorganization of JSC OGK-1 in the form of demerger, Third Generation OJSC - through reorganization of JSC WGC-3 in the form of demerger.

The reorganization of INTER RAO - Electric Power Plants will be conducted in accordance with the terms set forth in the foresaid decision as of June 14, 2012 and the Agreement on Accession of First Generation OJSC and Third Generation OJSC to INTER RAO - Electric Power Plants.

Furthermore, in connection with the reorganization of INTER RAO - Electric Power Plants the following decisions have been adopted:

1.   Approve the Agreement on Accession of OJSC First Generation and OJSC Third Generation to INTER RAO - Electric Power Plants.

2.   State the following manner and terms of conversion of ordinary registered uncertified shares in First Generation OJSC and Third Generation OJSC into shares of INTER RAO - Electric Power Plants:

2.1. With the accession of First Generation OJSC and Third Generation OJSC to INTER RAO - Electric Power Plants all ordinary registered uncertified shares of First Generation OJSC and Third Generation OJSC shall be converted into additional ordinary registered uncertified shares of INTER RAO - Electric Power Plants being placed for the conversion.

2.1.1. The share conversion ratios:

-    0,921525235693421 ordinary registered uncertified shares in First Generation OJSC of a nominal value one (1) kopeck each shall be converted into one (1) ordinary registered uncertified share in INTER RAO - Electric Power Plants of a nominal value one (1) RUB each.

-    1,14537833155441 ordinary registered uncertified shares in Third Generation OJSC of a nominal value one (1) kopeck each shall be converted into one (1) ordinary registered uncertified share in INTER RAO - Electric Power Plants of a nominal value one (1) RUB each.

2.2. The number of ordinary registered uncertified shares of INTER RAO - Electric Power Plants to be received by each shareholder of First Generation OJSC and Third Generation OJSC shall be calculated by dividing the number of ordinary registered uncertified shares of First Generation OJSC, Third Generation OJSC, owned by a shareholder, by the conversion ratio.

If for any shareholder of First Generation OJSC and Third Generation OJSC the calculation of the number of INTER RAO - Electric Power Plants ordinary registered uncertified shares to be received by such shareholder of First Generation OJSC and Third Generation OJSC results in a calculated fractional number of shares, the fractional part of the number of shares shall be rounded up or down according to the rules of mathematical rounding, which are defined as follows:

- If the symbol following the decimal point is between 5 to 9 inclusive, a one shall be added to the whole number, and the figures following the decimal point shall not be taken into account.

- If the symbol following the decimal point is between 0 to 4 (inclusive), only the whole number shall be considered for calculation, and the figures following the decimal point shall not be taken into account

If, as a result of such rounding, not a single ordinary registered uncertified share of INTER RAO - Electric Power Plants is due to a shareholder, such shareholder shall receive a single ordinary registered uncertified share of INTER RAO - Electric Power Plants.

2.3. Additional ordinary registered uncertified shares of INTER RAO - Electric Power Plants shall provide shareholders with the same rights as the placed ordinary registered uncertified shares of INTER RAO - Electric Power Plants, in accordance with the Charter of INTER RAO - Electric Power Plants and the laws of the Russian Federation.

2.4. Ordinary registered uncertified shares of First Generation OJSC and Third Generation OJSC shall be deemed converted into ordinary registered uncertified shares of INTER RAO - Electric Power Plants on the day of the entry of the record on termination of activities of the First Generation OJSC and Third Generation OJSC into the Unified State Register of Legal Entities, on the basis of the shareholder register of such accessing companies as of the said day.

2.5. Ordinary registered uncertified shares of First Generation OJSC and Third Generation OJSC, which are subject to conversion, shall be cancelled at the time of such conversion.

3.        Establish that INTER RAO - Electric Power Plants within three (3) business days following the decision on reorganization adopted by the last company adopting such decision (by JSC OGK-1, JSC WGC-3, First Generation OJSC, Third Generation OJSC or INTER RAO - Electric Power Plants) shall inform a public authority for registration of legal entities about the commencement of the reorganization of JSC OGK-1, JSC WGC-3, First Generation OJSC, Third Generation OJSC and INTER RAO - Electric Power Plants.

Establish that following the entry of the record on the commencement of the reorganization in the Unified State Register of Legal Entities, INTER RAO - Electric Power Plants shall twice, one time per month, publish in the mass media, where information on the state registration of legal entities and reorganization shall be published, a notice on reorganization commencement, on behalf of all companies participating in the reorganization.

4. Establish that if, until November 5, 2012, the General Shareholders Meeting of JSC OGK-1 or WGC-3 does not adopt the decision on reorganization in the form of accession to INTER RAO - Electric Power Plants, the decision on reorganization of INTER RAO - Electric Power Plants shall remain in force with regard to INTER RAO - Electric Power Plants and the company which General Shareholders Meeting did adopt the decision on reorganization in the form of accession INTER RAO - Electric Power Plants within the time frame specified in this clause.

Establish that if the reorganization of INTER RAO - Electric Power Plants in the form of accession of JSC OGK-1 or JSC WGC-3 is not completed within 1 year following the state registration by the Russian Federal Financial Markets Service of additional share issues of INTER RAO - Electric Power Plants placed for conversion during the accession, this decision on reorganization of INTER RAO - Electric Power Plants shall be invalid and will not be enforceable with regard to the company that did not access to INTER RAO - Electric Power Plants.

5. Identification of the legal entities named in the aforesaid decisions as of June 14, 2012, including in case of any change of their business names and/or registered address, shall be made with the following Primary State Registration Numbers (OGRN):

-         INTER RAO - Electric Power Plants, OJSC: OGRN 1117746460358;

-         JSC OGK-1: OGRN 1057200597960;

-         JSC WGC-3: OGRN 1040302983093.

The foregoing information is disclosed in compliance with the Securities Act of the Russian Federation.

For further information, please contact INTER RAO UES:

Irina Makarenko                      Head of Investor Relations       +7 495 967-05-27 (ext. 2008)

makarenko_ia@interrao.ru

Anton Nazarov                        Head of Public Relations          +7 495 967-05-27 (ext. 2208)

nazarov_aa@interrao.ru

Svetlana Chuchaeva                 Head of Corporate Relations  +7 495 967-05-27 (ext.2081)

                                              chuchaeva_sy@interrao.ru

INTER RAO UES is a diversified utilities holding headquartered in Moscow and managing assets in different countries. The company produces and sells electric energy and heat, trades energy on the international market, and engineers, designs and builds generating assets. INTER RAO UES Group owns and operates approximately 28,000 MW of installed power generating capacity. INTER RAO UES corporate strategy is focused on making the company a global energy enterprise and a key player in the international energy market. 

 For further information see www.interrao.ru