APPENDIX 5

 


MAJOR CORPORATE EVENTS IN 2002
16 January
The Federal Energy Commission approves the RUB 16.7 billion investment program of RAO "UES of Russia" for the year 2002.

25 January
The Board of Directors approves the establishment of the joint-stock company "Federal Grid Company of the Unified Energy System" (OAO "UES FGC") as a wholly-owned subsidiary of RAO "UES of Russia".

6 March
The Board of Directors of RAO "UES of Russia" approves the basic plan for restructuring of the regional energy companies, i.e. SDCs of RAO "UES of Russia", and the disposal by RAO "UES of Russia" Holding Company of its non-core businesses. This step is intended to cut the costs associated with owning such businesses.

2 April
RAO "UES of Russia" completes acceptance of initiatives for the restructuring of its subsidiaries. 51 reform plans have been submitted covering 62 regional energos.

2 April
The Government of the Russian Federation adopts Resolution No. 226 "Foundation for Pricing for Electricity and Heat in the Russian Federation", which defines the main principles and methods for the formation and regulation of electricity and heat tariffs (rates), and payment for the corresponding services.

3 April
The Board of Directors approves the Company's participation as a sole participant in OAO "UES System Operator - CDA". OAO "UES SO-CDA" is established as a wholly-owned subsidiary of RAO "UES of Russia".

8 April
An All-Russian Conference of General Directors of regional energos and AO-power plants is held in Sochi. The Conference reviews the results of energy companies in going through the 2001/2002 autumn-winter period.

7 May
The Board of Directors of RAO "UES of Russia" unanimously approves the resolution that the Company contribute property and cash to the capital of OAO "UES FGC" and acquire a stake in OAO "UES FGC" valued at RUB 127 billion.

14 May
The Board of Directors approves draft reform plans for the regional energos: OAO "Tulenergo", OAO "Orelenergo", OAO "Kalugaenergo", and OAO "Bryanskenergo". To implement the 2nd stage of restructuring projects (interregional integration), the Board of Directors of RAO "UES of Russia" approves the principal provisions of the reform strategy for the regional energos in Tula, Orel, Kaluga and Bryansk Regions, which envisages:
- consolidation of OAO "Priokskaya Territorial Generation Company" ("PTGC") through merger of the generating companies located in the neighbouring regions with and into OAO "PTGC";
- consolidation of distribution companies within the IES.

14 June
The Board of Directors approves reform plans for OAO "Orenburgenergo", OAO "Kurskenergo", OAO "Ivenergo", OAO "Pskovenergo", OAO "Yantarenergo", and OAO "Udmurtenergo".

21 June
The Board of Directors approves reform plans for OAO "Omskenergo", OAO "Rostovenergo", OAO "Lipetskenergo", and OAO "Belgorodenergo".

25 June
OAO "UES FGC" is registered as a legal person in accordance with Resolution of the Russian Government No. 526 of 11 July 2001, the Direction of the Russian Government No. 1040-ð of 3 August 2001, and the Resolution of the Board of Directors of RAO "UES of Russia" dated 25 January 2002.

27 June
RAO "UES of Russia" Group releases its consolidated financial statements for 2001 prepared in accordance with the International Accounting Standards (IAS). The financials have been audited by ZAO "PricewaterhouseCoopers Audit". The Group's revenues total RUB 400,054 million, while the expenses make RUB 389,192 million. The net profit of RAO "UES of Russia" Group in 2001 amounts to RUB 41,696 million, an increase of RUB 41,110 million from 2000.

28 June
RAO "UES of Russia" holds its Annual General Meeting of shareholders. The shareholders approve the Annual Report of RAO "UES of Russia" for 2001, the balance sheet and profit and loss account of the Company, and take a decision on payment of dividends for 2001. The AGM also approves the revised Charter of RAO "UES of Russia". The shareholders approve the appointment of ZAO "PricewaterhouseCoopers Audit" as independent auditor of RAO "UES of Russia" for 2002. ZAO "PricewaterhouseCoopers Audit" audits the Company's financials in accordance with the Russian Accounting Standards (RAS) and the International Accounting Standards (IAS). The AGM elects members of the Audit Commission and the Board of Directors of the Company.

2 July
Chairman of the Management Board of RAO "UES of Russia" Anatoly Chubais and Chairman of the Executive Board of E.ON Energie AG Hans-Dieter Harig sign a Memorandum on the progress in implementation of the Protocol of Intent of 7 March 2002, providing for a joint feasibility study of plans for construction of generating facilities in Russia. The parties plan to build a combined-cycle gas turbine at Schekinskaya power plant in Tula Region.

4 July
RAO "UES of Russia" chooses Oracle E-Business Suite as its information system for management and resource planning. Implementation of the system will increase the transparency of RAO "UES of Russia" for shareholders and investors.

12 July
At the first Board meeting, Head of Administration of the Russian President Alexander Voloshin is elected Chairman of the Board of Directors.
Pursuant to the decision of the Company's Board of Directors of 6 March 2002, Chairman of the Management Board of RAO "UES of Russia" Anatoly Chubais approves the "Regulation on the Disposal of Non-Core Assets of RAO "UES of Russia" and its SDCs".

21 July
With effect from 00:00 a.m. on 21 July 2002, the operational and dispatch management of the UES of Russia is transferred to OAO "System Operator - Central Dispatch Administration of the Unified Energy System" (OAO "UES SO-CDA"). The transfer of system operation from the CDA of UES of Russia to OAO "UES SO-CDA" is completed successfully.

9 August
Standard & Poor's awards RAO "UES of Russia" its first international credit rating. The ratings given to RAO "UES of Russia" by S&P are "B" according to the international credit rating scale and "ruA+" according to the national scale.

29 August
The Consortium of "Alfa-Bank" and Merrill Lynch is chosen as an investment consultant of RAO "UES of Russia".

30 August
The Board of RAO "UES of Russia" approves the basic principles for forming separation balance sheets in the process of regional energos' reorganization. These principles aim at creating a system of actions to be employed by the regional energos' finance, economic, and accounting divisions, resulting in equitable distribution of assets and liabilities of the regional energo between the companies spun off from the regional energo as a result of restructuring .

1 September
The "Procedure for Cooperation of RAO "UES of Russia" with the Companies Whose Shares are Held by RAO "UES of Russia" is put into effect. This document is designed to increase the Parent Company's control over transactions in SDCs' shares and stakes during the restructuring period.

25 September
The Chairman of the Management Board of OAO RAO "UES of Russia" Anatoly Chubais announces a new approach to relations with minority shareholders in the course of the Company’s restructuring. This approach is based on the seven fundamental principles:
1. Moratorium on the sale of core assets of RAO "UES of Russia" and those of its SDCs, and on the granting of options to purchase these assets, until a mechanism of fair valuation of assets and the procedures for distribution of asset sale proceeds are developed.
2. Banning the loans-for-shares schemes using shares of the companies of RAO "UES of Russia" and its SDCs engaged in the principal business as collateral for loans.
3. Fair valuation of assets in the event of their transfer to the Government.
4. Guaranteed pro-rata distribution of shares among all shareholders of RAO "UES of Russia" and SDCs in the process of restructuring.
5. Maintaining liquidity of shares of RAO "UES of Russia" and SDCs throughout the restructuring period.
6. Maintaining the Company's financial and operating results as a priority during the restructuring.
7. Significant review of the dividend policy in favour of shareholders.

27 September
The Board of Directors of RAO "UES of Russia" approves the sale of its 75% stake in ZAO "CDR FOREM" to Non-profit Partnership "ATS".
The Board of Directors of RAO "UES of Russia" decides to carry out restructuring of the regional energos' repair and maintenance businesses at a rate faster than the reorganization of the regional energos themselves. Until the reorganization of regional energos, their repair units will be separated through establishment of wholly-owned subsidiaries of those regional energos.

2 October
The second 80-MW hydroelectric generating unit becomes operational at Zelenchuk HPPs. Zelenchuk HPPs are the only large power generator in the Karachay-Cherkess Republic. The first 80-MW generating unit at Zelenchuk HPPs was put into operation in 1999. The launch of the second hydroelectric generator will help to increase the energy production by the plant's two generators to 187.5 million kWh, which makes over 20% of electricity consumed in Karachay-Cherkessia annually.

7 October
Technical staff of RAO "UES of Russia" completes construction, installation and pre-commissioning work on the testing stand of the gas turbine unit GTE-110 at Ivanovskaya TPP of OAO "Ivenergo". After a comprehensive test using the design gaseous fuel, the Central Acceptance Inspection of RAO "UES of Russia" signs the certificate of acceptance of the GTE-110 testing unit for trial operation.

8 October
The Russian State Duma approves the first reading of the package of electricity reform bills. The legislative package consists of:
- draft of the Federal Law "On Electricity Industry";
- draft of the Federal Law "On Peculiarities of Operation of Electricity Industry During the Transition Period";
- amendments to the Law "On Natural Monopolies";
- amendments to Part 2 of the Civil Code of the Russian Federation;
- amendments to the Law "On Energy Saving".

10 October
The second generating unit of 25 MW is put into operation at Mutnovskaya Geothermal Power Plant (GeoTPP) in the Kamchatka Peninsula.
The first 25-MW generating unit of Mutnovskaya GeoTPP became fully operational on 21 December 2001. The commissioning of the 2nd power unit brings the total capacity of the plant to 50 MW and makes it possible to start full-scale operation of the power plant.

11 October
An All-Russian Conference of Directors General of regional energos and AO-power plants is held in Kaliningrad. The Conference reviews the progress made in preparations of energy companies for the 2002/2003 autumn/winter period.

22 October
RAO "UES of Russia" completes offering of 3 million certificated interest-bearing bonds, par value RUB 1,000. The bonds are placed on the MICEX, with OAO "Trust and Investment Bank" acting as the organizer, underwriter and paying agent for the bond issue, and ZAO "Investment Company "Troika Dialog" as the lead placement manager.
The bond offering is valued at RUB 3 billion; bonds carry semi-annual coupons of 15% per annum. The maturity of bonds is 1,095 days.

15 November
The Group of RAO "UES of Russia" publishes the interim consolidated financial statements for the 3 and 6 months of 2002 ended 30 June 2002 prepared in accordance with the International Accounting Standards (IAS).
As at end of H1 2002, the total assets value of RAO "UES of Russia" Group reaches RUB 1,009.48 billion. The operating income of RAO "UES of Russia" Group in H1 2002 amounts to RUB 230.76 billion, whereas the operating profit of RAO "UES of Russia" Group is RUB 12.41 billion.

29 November
The Board of Directors approves the criteria for selection of the Holding Company's assets to be included in the List of its core assets which may not be sold or pledged until the restructuring of RAO "UES of Russia" is completed. The Board also approves a list of the Holding Company's assets to be included in the List as a matter of first priority.

15 December
The 1st start-up complex at Argunskaya CHPP-4 is commissioned in the Chechen Republic.
Argunskaya CHPP is the first large power generating facility in the Republic of Chechnya. RAO "UES of Russia" views the reconstruction of this power plant as its top priority in the Republic. The power plant reconstruction began in spring this year. In 2002, RAO "UES of Russia" Holding committed RUB 400 million in funds for the construction of the CHPP.

17 December
Within the celebration of the Company's 10th anniversary, RAO "UES of Russia" holds the third conference called "RAO "UES of Russia", Open Company".

26 December
Aushigerskaya HPP (Cherekskaya HPP No. 1) is put into operation in the North Caucasus. The HPP's installed capacity is 60 MW (three 20 MW hydroelectric units), with an average annual output estimated at 200 million kWh.
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