Not for release, publication or distribution in the United States, Australia, Canada or Japan
At their Extraordinary General Meeting, shareholders of Generation Company Four of the Wholesale Power Market (OGK-4) have decided to increase the authorized capital of the Company through placement of 23 billion additional ordinary registered uncertified shares, with a par value of 0.4 ruble each. Placement method: public offering; method of payment for additional shares: in cash.
The Extraordinary General Meeting has also decided to amend the OGK-4 Articles of Association in connection with the increase in the quantity of authorized shares, which is necessary for the forthcoming placement.
The Meeting had absentee voting. The deadline for receipt of completed ballots is April 23, 2007. The list of persons entitled to participate in the Meeting was made as of March 16, 2007.
Earlier, March 1, 2007, the OGK-4 Extraordinary General Meeting decided to reduce the authorized capital of the Company by decreasing the par value of the placed shares. According to the shareholders' decision, the authorized capital of the Company will be reduced from 49,130,625,974 rubles to 19,652,250,389.6 rubles, with a par value of 1 OGK-4 registered ordinary share to be decreased from 1 ruble to 0.4 ruble. The decrease in the OGK-4 authorized capital is conducted in pursuance of the Federal Law "On Joint-Stock Companies" to align the net asset value with the Company's authorized capital.
These materials are not an offer for sale of any securities of OAO OGK-4 (the «Company») in the United States, the Russian Federation, Australia, Canada or Japan. Any securities of the Company may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The Company does not intend to register any portion of the offering in the United States or to conduct a public offering of any securities in the United States.
This communication is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the «Order») or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as «relevant persons»). Any person who is not a relevant person should not act or rely on this communication or any of its contents.
Any offer of securities to the public that may be deemed to be made pursuant to this communication in any EEA Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the «Prospectus Directive») is only addressed to qualified investors in that Member State within the meaning of the Prospectus Directive.
Information contained in this document is not an offer, or an invitation to make offers, sell, purchase, exchange or transfer any securities in the Russian Federation or to or for the benefit of any Russian person or any person in Russia, and does not constitute an advertisement of any securities in the Russian Federation and must not be passed on to third parties or otherwise be made publicly available in the Russian Federation.