The Board of Directors of Fourth Generation Company of the Wholesale Electricity Market (OGK-4) has considered the proposals submitted by shareholders in relation to items on the agenda of the Company's Extraordinary General Meeting of Shareholders scheduled for December 21, 2007, and candidates for OGK-4 management and control bodies.
The OGK-4 Board of Directors approved the list of candidates to be voted into the new Board. RAO UES of Russia, holding 22.49% of shares in OGK-4, proposed the following persons as candidates for the Board of Directors:
- Yuri Makushin, Deputy Managing Director, Business Unit 2, RAO UES of Russia;
- Mikhail Lisyansky, Deputy Managing Director, Business Unit 2, RAO UES of Russia;
- Anna Vasilyeva, Deputy Head of the Personnel Management Department, Corporate Center, RAO UES of Russia;
- Aleksey Kachay, Deputy Head of the Strategy Department, Reform Management Center, RAO UES of Russia.
E.ON Russia Power GmbH, holding 72.71% of shares in OGK-4, proposed the following persons as candidates for the Board of Directors:
- Lutz Feldmann, Member of the Board of Management, E.ON AG;
- Marcus Schenck, Member of the Board of Management, E.ON AG;
- Bernd Dubberstein, Member of the Board of Management, E.ON edis AG;
- Sebastian Eisenberg, Head of the Integration Service, E.ON Russia Power GmbH;
- Frank Siebert, General Manager, Finance and Business Services, E.ON Ruhrgas UK North Sea Ltd.;
- Reiner Hartmann, General Director, E.ON Russia LLC;
- G?nther R?mmler, Senior Vice President, Hydrocarbon Exploration and Production/Generation, E.ON AG;
- Igor Yurgens, Chairman of the Board of Directors, Renaissance Capital;
- Artyom Bikov, Chairman of the Board of Directors, Corporation STS LLC.
In addition, OGK-4's Director General Andrey Kitashev was nominated as a member of the Company's new Board of Directors by both RAO UES of Russia and E.ON Russia Power GmbH.
The Board of Directors also approved the list of candidates to be voted into the Company's Internal Audit Commission.
The following items are included on the agenda of OGK-4's EGM scheduled for December 21, 2007:
- Early termination of the powers of members of the OGK-4 Board of Directors and election of new members of the OGK-4 Board of Directors;
- Early termination of the powers of members of the OGK-4 Internal Audit Commission and election of new members of the OGK-4 Internal Audit Commission;
- Approval of the related-party transactions that may be entered into by OGK-4 in the normal course of business.
The EGM will be an in-person meeting. The list of persons entitled to participate in the OGK-4 Extraordinary General Meeting of Shareholders is made as of October 17, 2007.
The Board of Directors has considered the binding offer submitted by E.ON Russia Power GmbH in relation to the purchase of ordinary shares in OGK-4. The Board recommended that the shareholders accept the binding offer of E.ON Russia Power GmbH. If it is decided to sell the shares before or on February 3, 2008, pursuant to the binding offer made to the shareholders, it is necessary that the shareholders send to Moscow Central Depository (MCD) their signed applications to sell their shares or that they make the applications available to one of MCD's branches by personal delivery. Transfer orders must be received by MCD or its branches between and including February 5 and February 19, 2008.
On November 15, 2007, OGK-4 received from E.ON Russia Power GmbH the binding offer to purchase OGK-4 securities. The price offered for the securities is 3.3503 rubles per ordinary share. This price is the same as the price paid by E.ON Russia Power GmbH for OGK-4's additional issue and for the Company's shares held by RAO UES of Russia as the "state-owned interest."