Moscow, Russian Federation September 21, 2007
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- Fuel Expenses Share in generation consumption (%)
- Total
- Business and operations prior to the Spin-Offs
- Formation of RAO UES
- Share capital and principal shareholders of RAO UES
- Organizational structure
- Subsidiaries Nature of business Percentage of voting rights as at June 30, 2007 Registered office
Fuel supply Overview There are six principal fuel sources used for electricity generation in Russia: hydro energy, nuclear energy, coal, natural gas and, to a lesser degree, fuel oil or distillate and peat. Due to its high price, fuel oil is used only as a reserve fuel in periods of peak load when all other fuel sources have been exhausted. Hydro generation is weather-dependent and location-dependent. Only certain regions of Russia experience sufficient levels of precipitation and the necessary river network to provide the requisite waterflow for hydro power plants to operate. Nuclear plants play a significant role in the generation of the electricity in the European part of Russia. Rosenergoatom is the sole authorized owner and operator of nuclear power plants in Russia. See ‘‘— Current Market Structure— Power Generation Companies— Rosenergoatom’’. The remaining electricity demand in Russia is satisfied by fossil-fuel-powered plants. The thermal generation is supplied primarily by gas and coal, with gas playing a dominant role as the most efficient fuel type. 150 Most power plants are also capable of using oil residue as reserve fuel and peat, which they utilize when there is a disruption in the fuel oil supply. Heat is mainly produced either by fossil-fuel-powered plants or fossil-fuel boilers with remaining small volume of heat being supplied by electricity-powered boilers. The table below shares a breakdown of the types of fuel used to generate the total generation of the RAO UES Group in 2006. Fuel Expenses Share in generation consumption (%) Gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 Coal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Oil residue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.4 Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.6 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.0% Source: RAO UES Gas Supply The Russian gas supply market is highly monopolistic, with a vast majority of supplies, reserves, production facilities and transportation infrastructure controlled by the state-owned monopoly, Gazprom. There are also a small number of independent gas suppliers in Russia, such as Novatek. Gas Quotas Gas is supplied by Gazprom and its regional affiliates under pre-agreed quotas established for each generation unit within the total quota established for a region in which such generation unit operates at regulated prices determined by the FST. Gas required in excess of these quotas can be bought on the market, but will be supplied at commercial prices, which can be significantly higher than the tariffs established by the FST for gas supplied within the quotas. At the end of 2006, the Russian Federation approved the total amounts of gas to be supplied to Russian electricity generation companies: 162.9 bln cubic meters for 2007, 166.9 bln cubic meters for 2008, 174.8 bln cubic meters for 2009 and 186 bln cubic meters for 2010. Gas Price Gazprom’s gas prices in Russia do not fluctuate according to supply and demand. Instead, they are regulated by the FST, in accordance with Governmental Resolution No. 1021 ‘‘On State Regulation of Gas Prices and Tariffs for Gas Transportation in the Territory of the Russian Federation’’, dated 29 December, 2000. However, in accordance with the Governmental Regulation ‘‘on Improvement of State Regulation of Gas Prices’’ No. 333 dated May 28, 2007, gas supplied by Gazprom in excess of 2007 quotas will be supplied at prices agreed between the parties within the maximum and minimum limits established by the FST. The minimum limits will be equal to the regulated tariffs, the maximum limit will be equal to the average gas price determined by the Government of the Russian Federation increased by 60% in 2007, 50% in 2008, 40% in January 1, 2009, 30% from July 1, 2009, 20% from January 1, 2010 and 10% from July 1, 2010. From 2011 all Gazprom gas will be sold at prices calculated in accordance with the formula to be approved by the FST which should ensure the equal profitability of domestic and export supply. The gas prices of independent suppliers are not regulated, but reflect market prices in the market. Gas prices in the Russian domestic market have remained significantly lower than export prices (even after taking into consideration export tariffs, excise duties and transportation costs) primarily because the price of the most of the gas supplied is regulated. The Government’s current policy is to increase gradually the regulated gas price and, in recent years, the annual increases have been approved at rates above the annual inflation rate. Any significant increases in gas prices in the future are likely to have a significant impact on the potential profitability of power generation companies, by increasing their expenses, or requiring them to source more costly fuel for their plants. In addition, they may have obligations to continue supplying energy directly or indirectly to residential consumers, regardless of those consumers’ ability to pay increased tariffs. 151 Coal Supply Coal is supplied at prevailing market prices by a number of large private producers through short- and mid-term supply contracts. It is derived from Russian deposits and is also imported, primarily from Kazakhstan. The Russian coal market is highly consolidated, and the major coal suppliers are Siberian Coal Energy Company, Kuzbassrazrezugol and Russian Coal. Many Russian coal-fired power plants were designed to use coal of a specific grade, and thus certain generating companies are dependent on specific coal suppliers. Regulation The regulatory framework of the Russian power sector is undergoing major reforms as a result of the ongoing restructuring of the sector. Regulation of the restructured power industry is carried out by the FST and a number of governmental authorities involved in the licensing process. The industry is governed by numerous laws, resolutions and regulations. FST The FST’s principal responsibility is to set the tariffs for: • electricity and capacity traded under the Regulated Contracts on the wholesale electricity market; • electricity transmission within the trunk grid; • the electricity system dispatching services of the System Operator; and • the services of the Trade System Administrator. The FST also sets minimum and maximum tariffs for electricity distribution and electricity and heat sold on the retail market. See ‘‘— Tariffs — Wholesale Electricity Tariffs — New Wholesale Electricity Market’’, ‘‘— Tariffs — Retail Electricity Tariffs’’, and ‘‘— Tariffs — Heat Tariffs’’. Licensing Pursuant to the Federal Law On Licensing of Certain Types of Activities No. 128-FZ dated August 8, 2001 (the ‘‘Licensing Law’’) and various other Russian laws and regulations, companies operating within the power industry are required to obtain numerous licenses, authorizations and permits from various Russian governmental authorities, including licenses for the following activities: • the use and storage of materials and the operation of industrial facilities that are potentially explosive, flammable or otherwise dangerous; and • the installation, repair and maintenance of fire safety devices. Russian authorities responsible for issuing such licenses include the Federal Service on Ecological, Technological and Nuclear Supervision (Rostekhnadzor) and the Ministry of the Russian Federation on Civil Defense Matters, Emergencies and Elimination of the Consequences of Natural Disasters (MChS). The principal laws and regulations applicable to Russian power companies are primarily concerned with: • establishing a legal framework for the electricity industry and market; • electricity wholesale and retail market regulation; and • setting tariffs. The Electric Power Industry Law also sets out specific anti-monopoly regulations in relation to the wholesale and retail electricity markets. The Law provides that governmental authorities must supervise the activities of the markets’ participants in order to, amongst other things, prevent manipulation of prices, agreements between suppliers of the electricity regarding the establishment and maintenance of unfair prices and discriminatory or unreasonable refusals to supply or render services within the electricity markets. For example, the scope of the Government of the Russian Federation’s authority includes, among others, the following: 152 • approval of the electricity wholesale and retail market rules; • approval of the rules for non-discriminatory access to electricity transmission services, system dispatching services and wholesale market administration services; • approval of the rules for entering into and performing public agreements in the wholesale and retail markets; • approval of the principles and rules for determining tariffs in the electricity industry; • determination of the process by which participants submit pricing bids in the wholesale market, selection of winning bids and determination of the equilibrium prices in the wholesale market; and • determination and modification of pricing zone borders in the wholesale market. The Government, or the federal governmental bodies authorized by the Government of the Russian Federation, have, among others, decision-making powers on the following: • establishment and maintenance of the system for long-term forecasting of electricity supply and demand within the wholesale and retail markets; • regulation of, and determination of cap limits, for tariffs, with the exception of those tariffs which are under the competence of the regional tariff authorities; • anti-monopoly regulation and control; • licensing of certain types of activities in the electricity industry; and • approval of standards of information disclosure by participants in the wholesale and retail electricity markets to electricity consumers. If a supplier of electricity that owns generation facilities accounting for 35% or more of the registered power output within one pricing zone violates applicable anti-monopoly regulations, the Government of the Russian Federation has the power to take the following action: • establish state regulation of tariffs for a period of up to six months; and • undertake involuntary liquidation proceedings with respect to the supplier. The competence of the regional authorities of the Russian Federation extends generally to the electricity distribution, electricity retail market and heat power market. For instance, the regional authorities are responsible for determining tariffs for the distribution of electricity within local distribution electric grids and determining tariffs for heat. The participants of the wholesale and retail markets are required to submit to such federal and regional supervising authorities information in accordance with the applicable standards and provide such authorities with unlimited access to information about their business. 153 RAO UES Russian Joint-Stock Company Unified Energy System of Russia is an open joint-stock company organized under the laws of the Russian Federation. RAO UES was incorporated on December 31, 1992. Its principal executive offices are at Prospekt Vernadskogo, 101, Building 3, 119526 Moscow, Russian Federation. Business and operations prior to the Spin-Offs The RAO UES Group is the largest power company in the Russian Federation. The RAO UES Group’s principal business is the generation, transmission, distribution and supply of electricity in Russia. In 2006, it generated approximately 70%, or 695 billion kW/h, of electricity output and approximately 33%, or 477.8 mln Gcal, of heat output in Russia. As at December 31, 2006, the RAO UES Group had approximately 72%, or 152.9 thousand MW, of the installed electric capacity in Russia and approximately 33%, or 477.8 mln Gcal/h, of Russia’s total installed heat capacity. The RAO UES Group owns approximately 96% of the total length of Russia’s electric transmission lines (2,476.8 thousand kms). In 2006, the average number of employees of the RAO UES Group was approximately 469,300. As at August 1, 2007, RAO UES’ market capitalization totaled approximately USD 57 billion based on the market value of the RAO UES Shares traded on the Russian stock markets. RAO UES is a holding company that owns greater than 49% stakes in the majority of the Subsidiaries. See ‘‘Summary— RAO UES’ Ownership of the Subsidiaries’’. Formation of RAO UES RAO UES was established and operates in accordance with President of the Russian Federation Decree No. 922 ‘‘On the specifics of converting government-owned enterprises, associations, organizations of the fuel and energy industry into joint-stock companies’’, dated August 14, 1992, President of the Russian Federation Decree No. 923 ‘‘On the organization of management of the Russian Federation electric power industry in a privatization environment’’, dated August 15, 1992, President of the Russian Federation Decree No. 1334 ‘‘On the implementation of President of the Russian Federation Decree No. 922’’, dated November 5, 1992, the Joint Stock Companies Law, the existing legislation, and RAO UES’ charter. RAO UES was founded by a resolution of the Russian Federation State Committee for Government Property Management No. 1013-r, dated December 3, 1992, following the privatization of certain electricity generation, transmission and distribution of assets formerly under the control of the Ministry of Energy of the Russian Federation. Share capital and principal shareholders of RAO UES As of August 1, 2007, RAO UES’ share capital amounted to 21,558,451,684 rubles and was comprised of 43,116,903,368 shares, including 41,041,753,984 RAO UES Ordinary Shares and 2,075,149,384 RAO UES Preferred Shares. As of August 1, 2007, the Russian Federation owned 22,715,371,537 RAO UES Shares, out of which 22,569,848,313 are RAO UES Ordinary Shares and 145,523,224 are RAO UES Preferred Shares. As at June 30, 2007, major shareholders of RAO UES included the Federal Agency for Federal Property Management on behalf of the Russian Federation (52.68%) and GazEnergy (10.49%). See ‘‘Major Shareholders of RAO UES’’. As soon as practicable after the Spin-Offs are completed, and subject to approval by its shareholders and the appropriate regulatory bodies, RAO UES will be merged into the FSK, and RAO UES will cease to exist. Organizational structure The following table shows the names, the nature of business and the addresses of the registered offices of RAO UES’ subsidiaries which RAO UES’ management believes are significant to RAO UES as at 154 June 30, 2007. The percentage of voting rights refers to the percentage of voting rights, direct or indirect, of RAO UES in these companies. Subsidiaries Nature of business Percentage of voting rights as at June 30, 2007 Registered office (%) ОАО Altayenergo Distribution grid company 54.66 16 P.S.Kulagina Str., Barnaul 656002, Russian Federation ОАО Altayenergosbyt Energy sales company 100.00 12 P.S.Kulagina Str., Barnaul 656002, Russian Federation ОАО Arkhangelskaya Trunk Grid Company Trunk grid company 59.05 35 Samara Str., bld.1, Arkhangelsk 163000, Russian Federation OAO Arkhangelsk Retail Company Energy sales company 59.05 3 Svobody Str., Arkhangelsk 163000, Russian Federation OAO Arkhenergo Distribution grid company 59.05 3 Svobody Str., Arkhangelsk 163000, Russian Federation OAO Belgorodenergo Distribution grid company 64.61 42 Kommunisticheskaya Str., Belgorod, Russian Federation OAO Bryansk Retail Company Energy sales company 65.22 4 Tyutcheva Str., Bryansk 241050, Russian Federation OAO Bryanskenergo Distribution grid company 65.22 35 Sovetskaya Str., Bryansk 241050 Russian Federation ОАО Bureyskaya GES Generation Unit 94.96 pos. Talakan, Bureysky district 676707, Amur region, Russian Federation OAO Vladimir Energy Retail Company Energy sales company 49.01 24 Komissarova Str., Vladimir, Russian Federation ОАО Vladimir Trunk Grid Company Trunk grid company 49.01 108 Bolshaya Nizhegorodskaya Str., Vladimir, 600016, Russian Federation OAO Vladimirenergo Distribution grid company 49.01 106 Bolshaya Nizhegorodskaya Str., Vladimir, 600016, Russian Federation OAO Volgograd Trunk Grid Company Trunk grid company 62.03 7 Skosyreva Str., Volgograd 400131, Russian Federation OAO Volgogradenergo Distribution grid company 61.48 15 Lenin Ave., Volgograd 400066, Russian Federation OAO Volgogradenergosbyt Energy sales company 61.78 14 Kozlovskaya Str., Volgograd 400001, Russian Federation OAO Volzhskaya Territorial Generating Company (TGK-7) TGKs 54.47 15 Mayakovskogo Str., Samara, Russian Federation ОАО Voronezhskaya Energy Sales Company Energy sales company 65.35 7A Merkulova Str., Voronezh, Russian Federation OAO Voronezhenergo Distribution grid company 65.35 2 Arzamasskaya Str., Voronezh 394033, Russian Federation 155 Subsidiaries Nature of business Percentage of voting rights as at June 30, 2007 Registered office (%) ОАО HydroOGK OGK 100.00 51 Respubliki Str., Krasnoyarsk, Krasnoyarsk Krai, Russian Federation OAO Dagestan Energy Retail Company Energy sales company 51.00 73 Dakhadaeva Str., Makhachkala, Republic of Dagestan, Russian Federation OAO Dagenergo Distribution grid company 51.00 73a Dakhadaeva Str., Makhachkala 367020, Republic of Dagestan, Russian Federation ОАО Far East Energy Management Company Managing energy company 100.00 19 Tigrovaya Str., Vladivostok, Primorsky Krai, Russian Federation ОАО Eniseyskaya TGK (TGK-13) TGKs 57.73 144a Bogarda Str., Krasnoyarsk 660049, Russian Federation ОАО Zhigulevskaya GES Generation Unit 88.05 2 Moskovskoe Shosse Zhigulevsk, Samarskaya oblast 446350, Russian Federation ОАО Zaramagskie GES Generation Unit 92.71 93 pr. Kosta, Vladikavkaz, North Ossetia-Alaniya Republic, 362048, Russian Federation ОАО Zeyskaya GES Generation Unit 73.55 Zeya, Amurskaya oblast, 676244, Russian Federation ОАО Zelenchukskie GES Generation Unit 98.56 Pos. Pravokubanskiy, Karachaevsky district 369244, Republic of Karachai-Cherkessk, Russian Federation OAO Ivanovo Energy Retail Company Energy sales company 56.62 9/21 Kalinina Str., Ivanovo 153002, Russian Federation ОАО Ivanovo Trunk Grid Company Trunk grid company 56.62 9/21 Kalinina Str., Ivanova, 153002, Russian Federation ОАО Ivanovskie PGU Generation Unit 100.00 Ivanovskaya GRES, 1 Komsomolskaya Str., Komsomolsk 155150, Ivanovskaya oblast, Russian Federation OAO Ivenergo Distribution grid company 56.62 3b Suzdalskaya Str., Ivanovo 153021, Russian Federation InterRAO Energy, trading and holding company 60.00 12 Krasnopresnenskaya Emb., Moscow 123610, Russian Federation 156 Subsidiaries Nature of business Percentage of voting rights as at June 30, 2007 Registered office (%) ОАО Kabbalkenergo Energy sales company 65.27 6 Schorsa Str., Nalchik 360000, Republic of Kabardino-Balkaria, Russian Federation ОАО Caucasus Energy Management Company Distribution grid company 67.34 18 Podstantsionnaya Str., pos. Energetic, Zheleznovodsk 357506, Stavropol Krai, Russian Federation ОАО Kaliningradskaya TES-2 Generation Unit 91.50 2 Energetikov Lane, Kaliningrad 236034, Russian Federation ОАО Kalmenergo Distribution grid company 96.40 North Industry Zone, Elista 358007, Republic of Kalmykia, Russian Federation ОАО Kalmenergosbyt Energy sales company 100.00 271 Lenina Str., Elista 358000, Republic of Kalmykia, Russian Federation OAO Kalugaenergo Distribution grid company 52.25 35 Grabtsevskoe Shosse, Kaluga 248009, Russian Federation OAO Kaluga Retail Company Energy sales company 52.25 35 Grabtsevskoe Shosse, Kaluga 248009, Kaluga region, Russian Federation ОАО Kamskaya GES Generation Unit 100.00 Kamskaya GES, Perm, 614080, Russian Federation ОАО Karachaevo- Cherkesskenergo Energy sales company 100.00 3 Osmana Kasaiva Str., Cherkessk 369000, Republic of Karachai-Cherkessk, Russian Federation ОАО Karelskaya Energy Sales Company Energy sales company 100.00 45 Kirova Str., Petrozavodsk, Republic of Karelia, Russian Federation ОАО Karelia Trunk Grid Company Trunk grid company 100.00 11 Veterinarny per., Petrozavodsk, 185013, Russian Federation ОАО Karelenergo Distribution grid company 100.00 43 Kirova Ave., Petrozavodsk 185020, Republic of Karelia, Russian Federation ОАО Kaskad VV GES Generation Unit 100.00 Rybinsk, Yaroslavl Region, Russian Federation OAO Kirovenergosbyt Energy sales company 63.96 90 Engelsa Str., Kirov (Region), Russian Federation ОАО Kola Trunk Grid Company Trunk grid company 65.54 2 Kirova Str., pos. Murmashi, Murmanskaya oblast, 184355, Russian Federation 157 |
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