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2008 Reform Completion: Unlocking shareholder value. RAO UES Anatoly Chubais, CEO UBS Annual Conference November 1 5 , 2007. Disclaimer.
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2008 ReformCompletion: Unlocking shareholder value RAO UES Anatoly Chubais, CEO UBS Annual Conference November 15, 2007
Disclaimer This document is confidential and has been prepared by RAO UES (the “Company”) solely for use at the conference and may not be reproduced, retransmitted or further distributed to any other person or published, in whole or in part, for any other purpose. THIS DOCUMENT MAY NOT BE DISTRIBUTED IN OR INTO THE UNITED STATES OR TO A RESIDENT, NATIONAL OR CITITZEN OF THE UNITED STATES. This document does not constitute or form part of any advertisement of securities, any offer or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for, any securities of the Company in any jurisdiction, nor shall it or any part of it nor the fact of its presentation, communication or distribution form the basis of, or be relied on in connection with, any contract or investment decision.These written materials are not an offer of securities for sale in the United States. Securities 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. Any public offer or distribution of securities to be made in the United States will be made in accordance with a prospectus that may be obtained from the issuer or selling security holder and that will contain detailed information about the company and management, as well as financial statements. The Company has not registered and does not intend to register any portion of any offering in the United States or conduct a public offering of any securities in the United States. This presentation is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). In addition, in the United Kingdom, this presentation is being distributed only to, and is directed only at, (i) Qualified Investors who have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and Qualified Investors falling within Article 49(2)(a) to (d) of the Order, and (ii) Qualified Investors to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This presentation must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. 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In addition, even if the Company’s results of operations, financial condition and liquidity and the development of the industry in which the Company operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in future periods. The Company does not undertake any obligation to review or confirm expectations or estimates or to update any forward-looking statements to reflect events that occur or circumstances that arise after the date of this presentation. By attending this presentation, you agree to be bound by the foregoing limitations.
UES Extraordinary General Meeting(October 26, 2007) Federal Law No. 250 (November 4, 2007) RAO UES EGM approved the final reorganization (more than 95.43% of the attending shareholders voted for). Deadline for reorganization: UES ownership unbundling by July 1, 2008. UES shareholders will receive shares in all target companies on a pro rata basis Federal Law No. 250 to adjust power sector laws in connection with RAO UES reorganization. Transitional period of the power sector reform will end by July 1, 2008 (date of completion of the RAO UES reorganization). Reform Two final chords of the reform Coordinated Agreed Synchronized Corporate and legal actions taken according to the plan
Thermal Wholesale GenCos (OGKs) • HydroOGK • Territorial GenCos (TGKs) • INTER RAO Competitive sectors • Federal Grid Company (FGC) • System Operator • Interregional Distribution Companies (IDC Holding) • Energy Systems of the Far East Monopolistic sectors Reform Competitive and Monopolistic Sectors: Target Structure Companies
Reform Power Sector: Functional, Legal and Ownership Unbundling The issue is not settled yet for the majority of EU countries: Ownership unbundling of VICs and spin-off of distribution grids ?? EU countries Functional unbundling Legal unbundling Ownership unbundling July 1, 2008 Russia Deadline forownership unbundlingof RAO UES (Federal Law No. 250, November 4, 2007)
Reform Funds raised From share placements and competitive sales to strategic investors USD in billions OGK-5 OGK-3 TGK-5 TGK-3 OGK-5 OGK-3 OGK-4 TGK-1 OGK-2 TGK-8 Total: > $20 bn (average price: ~$581 /kW) + Other OGKs/TGKs planned share placements and competitive sales: ~ $20 billion by April 2008
2007 2008 Stake offered, % Nov 07 Dec 07 Jan 08 Feb 08 Mar 08 Apr 08 TGK-9 55% TGK-12 34% TGK-4 56% 68% OGK-1 TGK-2 50% TGK-6 52% TGK-7 47% TGK-13 32% TGK-11 53% TGK-10 76% TGK-3 (LSE) 25% TGK-14 34% Nov 07 Dec 07 Jan 08 Feb 08 Mar 08 Apr 08 Reform Schedule: OGKs/TGKs Share Placements and Competitive Sales Schedule for placing additional shares in OGK-6 to be specified
August 2007 January 2008 March 2008 July 2008 Reform Government maintains control over transmission, hydro generation… HydroOGKand FGC: Consolidation timeline Minorities ~ 22% Minorities <49% Conversion ratios approved (valuation of all hydro plants & HydroOGK UES ~ 78% State >51% Starts trading on a stock market Transfer to a single share (swap of shares and merger) Spin-off from UES HydroOGK FGC August 2007 July 2008 Aug 2008 Transfer to a single share (merger of RTCs and spin-off) Conversion ratios approved (valuation of all RTC & FGC) Starts trading on a stock market Minorities <24% State >76%
Reform …and distribution IDCs: Consolidation timeline • New configuration of IDCs: 11 companies + Far EastDistrbution Co Conversion ratios approved (valuation ofRDCs) Transfer to a single share: EGMs – merger of RDCs and IDCs,swap of shares Consolidation is completed IDCs start trading on a stock market October 2007 February 2008 April 2008 June 2008
Redemption Issues UES reorganization • Shareholders of UES who vote ‘against’ or do not vote on the reorganization can request UES to redeem shares1 • Based on the independent valuation by Deloitte as of 1st of April 2007 following redemption prices have been approved by UES BoD: • 32.15RUB($ 1.23) for one ordinary share • 29.44 RUB($ 1.13) for one preferred share 1,6 1,5 1,4 1,3 1,2 1,1 1 Price, $US 0,9 0,8 Valuation Date1 April 2007 0,7 0,6 0,5 End of redemption period End of repayment period 0,4 EGM on reorganisation 0,3 16.10.07 24.07.07 21.08.07 18.09.07 26.06.07 13.11.07 09.01.07 06.02.07 29.05.07 01.05.07 06.03.07 03.04.07 Repayment period Redemption period 30 days 45 days Ordinary share market price Preferred share market rpice 10 Dec 10 Jan 26 Oct Preferred share redemption price Ordinary share redemption price • According to the Federal Law “About Joint Stock Companies” redemption amount is limited by 10% of UES NAV
3 1 12 1 8 13 20 TGK OGK 21 Supply Distr'n Inter RAO Federal Grid Co. Hydro GenCo UES reorganization Unlocking the value through unbundling ($bn net to RAO UES) 79 53 Miscellaneous assets Current market cap. RAO Sum Of Parts Thermal GenCos Source: broker reports, Bloomberg. Market data as of November 8, 2007 ¹ As per RAO 2006 full year consolidated IFRS financials
Jan 08 Feb 08 Mar 08 Apr 08 May 08 Jun 08 July 08 Aug 08 Sept 08 UES reorganization Target Structure Companies: Liquidity guaranties At the moment of distribution to UES shareholders all of the spinning off Target structure companies will be listed locally and will have GDRs (exceptions:IDC Holding и Far East Energy Systems – as to be created just at the moment of spinning off from UES) IDCHolding Local listing Energy Systems ot the Far East Sochinskaya TES (INTER RAO) TGK-11 HydroOGK FGC HydroOGK Sochinskaya TES (INTER RAO) FGC IDCHolding Issuing GDRs Energy Systems ot the Far East All thermal OGKs/TGKs
600 700 500 600 400 500 300 400 300 200 200 800 700 Sept06 Oct06 Nov06 Dec06 Jan07 Feb07 Mar07 Apr07 May07 Jun07 Jul07 Aug07 Sept07 Oct07 Year 600 500 400 300 200 Markets Competitive wholesale market: Supply/Demand Equation Prices Average prices (Europe+Urals and Siberia), Rb/MWh Week and month Day (Apr 07) 01.10.07 08.10.07 15.10.07 22.10.07 29.10.07 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Source: Administrator of Trade System (ATS)
~18% (Sept 06) ~19% (Sept 07) Sept 1, 2006 Jan 1, 2007 Jul 1, 2007 Jan 1, 2008 Jul 1, 2008 Jan 1, 2009 Jul 1, 2009 Jan 1, 2010 Jul 1, 2010 Jan 1, 2011 Markets Power Market DevelopmentPace of liberalization: government’s plan and actual progress 100% ~90% actual pace of liberalization (facts and estimates) 100% mandatory increase of the liberalized market share 100% 80% 80% ~70% Excluding electricity consumption by households ~60% 60% 60% 50% ~40% 40% ~35% 30% ~ 25% 25% 20% 15% 10% 5% 0% 0% All new capacity and consumption commissioned after 2007 go to the free market
Target model – competitive market Transition market model Annual mandatory decrease of regulated contracts and corresponding increase in trading by competitive prices 2011 – 100% electricity electricity Regulated bilateral contracts Free bilateral contracts regulated 5-15 % per year competitive Day-ahead market (auction) competitive Day-ahead market capacity capacity Move to the capacity payments market Regulated bilateral contracts Capacity payments market regulated competitive ancillary services ancillary services Move to the ancillary servicesmarket Ancillary services tariff Ancillary services market Markets Power market model: Electricity, capacity and ancillary servicesmarkets
5,6% 6 5,3% 5% 5% 3,9% 3,7% 4 2 0 2006-2010 2010-2015 2015-2020 Basic scenario Optimistic scenario Investments Electricity demand growth outlook: Mid-term and long-term view Source: Ministry of Industry and Energy (Minpromenergo); UES estimates
Investments 2006-2010 RAO UES Capacity Commissioning Program MW 2006-2010 2006 2007 2008 2009 2010 1 186 1 545 2 050 5 788 14 364 24 934 Thermal generation OGKs, TGKs, RAO UES 67 690 420 1 224 1 612 4 013 Hydro OGK Totalcommissioning 1 253 2 235 2 470 7 089 15 919 28 947 20,000 15,000 MW 10,000 5,000 0 2006 2007 2008 2009 2010
Private investments Credits and loans Other State budget financing Companies’ funds Investments 2006-2010 Sources of financing $ bn ~33.6 (24%) ~41.8 (31%) ~33.4 (24%) ~22 (16%) ~7 (5%) Total: $137.8 bn
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