Not for release, publication or distribution in the United States, Australia, Canada or Japan
The Board of Directors of Generation Company Four of the Wholesale Power Market (OGK-4) made the decision to convene the Extraordinary General Meeting of Shareholders of the Company. The meeting will be held by absentee voting; the deadline for receiving completed ballots is April 23, 2007. The record date for participating in the meeting is March 16, 2007.
The agenda items include determination of the quantity, par value, category (types) of authorized shares in OGK-4 and rights attaching to these shares; amendment of the OGK-4 Charter; increase in the charter capital of OGK-4 through the placement of additionally issued shares.
Shareholders of OGK-4 are invited to make the decision to increase the Company's charter capital through the placement of 23 billion additional non-documentary registered ordinary shares, whose par value will be determined in accordance with paragraph 4.2 of the OGK-4 Charter. The additionally issued shares will be placed by way of an open subscription and will be paid for in cash.
Earlier, on March 1, 2007, the Extraordinary General Meeting of Shareholders of OGK-4 decided to reduce the charter capital of the Company by decreasing the par value of its issued and outstanding shares. Pursuant to shareholders' decision, the par value of one registered ordinary share in OGK-4 shall be decreased from 1 ruble to 0.4 ruble, resulting in the Company's charter capital being reduced from 49,130,625,974 rubles to 19,652,250,389.6 rubles. The OGK-4 charter capital is decreased to bring the Company's charter capital in line with the value of its net assets as required by the Federal Law «On Joint-Stock Companies».
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.