MINUTES of the Extraordinary General Meeting of Shareholders

MINUTES 

of the Extraordinary General Meeting of Shareholders 

Unified Energy System of Russia (RAO UES of Russia) 

Company’s place of business: 

119526, Moscow, pr-t Vernadskogo, d. 101, korp. 3. 

Date of General Meeting (deadline for submission of ballots): October 26, 2007 

(6.00 pm). 

Type of General Meeting: extraordinary. 

Form of meeting: absentee vote. 

Postal address to which completed ballots to vote on agenda items were sent: 

109544, Moscow, ul. Dobrovolcheskaya, d. 1/64, ZAO Status Registration 

Company. 

Chairman of the Extraordinary 

General Meeting of Shareholders 

Secretary of the Extraordinary 

General Meeting of 

Shareholders, Chairman of the 

Secretariat 

A. S. Voloshin, 

Chairman of the Board of Directors, RAO UES 

of Russia 

A. V. Gabov, 

Head of the Department for Corporate 

Governance and Shareholder Relations, Corporate 

Center, RAO UES of Russia 

The Presidium of the Extraordinary General Meeting of Shareholders was 

approved by the Board of Directors of RAO UES of Russia to comprise the 

members of the Board of Directors of RAO UES of Russia (Minutes No. 261 of 

September 28, 2007). 

The Secretariat of the Extraordinary General Meeting of Shareholders was 

approved by the Board of Directors of RAO UES of Russia (Minutes No. 261 of 

September 28, 2007) – Appendix A1. 

In accordance with Article 56 of Federal Law No. 208-FZ of December 26, 

1995, "On Joint-Stock Companies," the functions of the counting commission 

were performed by the Company's registrar, ZAO STATUS Registration

Company. 

Location of the registrar: 109544, Moscow, ul. Dobrovolcheskaya, d. 1/64. 

Authorized person of the registrar: Mikhail Nikolayevich Nedelsky. 

Agenda: 

1. Reorganization of RAO UES of Russia through a spin-off of JSC 

Gosudarstvennii Holding, JSC Gosudarstvennii Holding GidroOGK, JSC 

Minoritarnii Holding FGC UES, JSC Minoritarnii Holding GidroOGK, JSC OGK-1 

Holding, JSC OGK-2 Holding, JSC OGK-3 Holding, JSC OGK-4 Holding, JSC 

OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding, JSC Mosenergo 

Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK Holding, 

JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK- 

11 Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding, JSC TGK-14 

Holding, JSC Inter RAO UES Holding, JSC Holding MRSK, JSC RAO Energy 

System of East, JSC Centerenergyholding, JSC Sibenergyholding, JSC 

Intergeneration. 

2. Election of the Board of Directors of JSC Gosudarstvennii Holding. 

3. Election of the Board of Directors of JSC Gosudarstvennii Holding GidroOGK. 

4. Election of the Board of Directors of JSC Minoritarnii Holding FGC UES. 

5. Election of the Board of Directors of JSC Minoritarnii Holding GidroOGK. 

6. Election of the Board of Directors of JSC OGK-1 Holding. 





11. Election of the Board of Directors of JSC TGK-1 Holding. 


13. Election of the Board of Directors of JSC Mosenergo Holding. 



16. Election of the Board of Directors of JSC Voljskaya TGK Holding. 

17. Election of the Board of Directors of JSC UGK TGK-8 Holding. 




21. Election of the Board of Directors of JSC Kuzbassenergo Holding. 

22. Election of the Board of Directors of JSC Enisei TGK Holding. 


24. Election of the Board of Directors of JSC Inter RAO UES Holding. 

25. Election of the Board of Directors of JSC Holding MRSK. 

26. Election of the Board of Directors of JSC RAO Energy System of East. 

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27. Election of the Board of Directors of JSC Centerenergyholding. 

28. Election of the Board of Directors of JSC Sibenergyholding. 

29. Election of the Board of Directors of JSC Intergeneration. 

30. Reorganization of JSC Gosudarstvennii Holding through its takeover by OAO 

FGC UES. 

31. Reorganization of JSC Gosudarstvennii Holding GidroOGK through its 

takeover by OAO HydroOGK. 

32. Reorganization of JSC Minoritarnii Holding FGC UES through its takeover by 

OAO FGC UES. 

33. Reorganization of JSC Minoritarnii Holding GidroOGK through its takeover by 

OAO HydroOGK. 

34. Reorganization of JSC OGK-1 Holding through its takeover by OAO OGK-1. 





39. Reorganization of JSC TGK-1 Holding through its takeover by OAO TGK-1. 


41. Reorganization of JSC Mosenergo Holding through its takeover by OAO 

Mosenergo. 



44. Reorganization of JSC Voljskaya TGK Holding through its takeover by OAO 

Volzhskaya TGK. 

45. Reorganization of JSC UGK TGK-8 Holding through its takeover by OAO 

YuGK TGK-8. 




49. Reorganization of JSC Kuzbassenergo Holding through its takeover by OAO 

Kuzbassenergo. 

50. Reorganization of JSC Enisei TGK Holding through its takeover by OAO 

Yeniseiskaya TGK (TGK-13). 


52. Reorganization of JSC Inter RAO UES Holding through its takeover by OAO 

Sochinskaya TPP. 

53. Reorganization of RAO UES of Russia through its takeover by OAO FGC UES 

For reference: 

In accordance with Article 51 of the Federal Law "On Joint-Stock Companies," the 

Board of Directors of RAO UES of Russia (Minutes 256 of July 27, 2007) 

determined that August 23, 2007, was the date of compiling the list of persons 

entitled to participate in the Extraordinary General Meeting of Shareholders. 

3

The holders of A preference shares in the Company, with due account for the specific 

features of voting on the issues related to the election of the Boards of Directors of 

companies to be established 1 , are entitled to vote on all the issues of the agenda of the 

Extraordinary General Meeting of Shareholders. 

The number of votes held by the persons included in the list of persons entitled to 

participate in the General Meeting: 43,116,903,368 (Appendix A2 – Minutes 

Relating to the Results of Voting at the Extraordinary General Meeting of 

Shareholders). 

The number of votes held by the persons who participated in the general meeting: 

33,396,122,096 (Appendix A2 – Minutes Relating to the Results of Voting at the 

Extraordinary General Meeting of Shareholders). 

In accordance with the requirements of Article 58 of Federal Law No. 208-FZ of 

December 26, 1995, "On Joint-Stock Companies," (as amended and supplemented) 

and the Charter of RAO UES of Russia, the Meeting had a quorum and was 

competent to adopt decisions in relation to all items on the agenda. 

The information with regard to the persons specified in Subitems 4-6 of Item 3 of 

Article 19 of the Federal Law “On Joint-Stock Companies” is attached in accordance 

with Item 7 of Article 15 of the Federal Law “On Joint-Stock Companies.” 

(Appendix A3). 

ISSUES PUT TO VOTE, 

VOTING RESULTS FOR EACH ISSUE ON THE AGENDA: 

For issue 1: 

1. RAO UES of Russia shall be reorganized through a spin-off of JSC 

Gosudarstvennii Holding, JSC Gosudarstvennii Holding GidroOGK, JSC 

Minoritarnii Holding FGC UES, JSC Minoritarnii Holding GidroOGK, JSC 

OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 Holding, JSC OGK-4 

Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding, JSC 

Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya 

TGK Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 

Holding, JSC TGK-11 Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK 

Holding, JSC TGK-14 Holding, JSC Inter RAO UES Holding, JSC Holding 

MRSK, JSC RAO Energy System of East, JSC Centerenergyholding, JSC 

Sibenergyholding, JSC Intergeneration. 

2. The following procedure and conditions of spin-off shall be established: 

2.1. The shares in the companies to be established through a spin-off shall be placed 

by means of their allocation among the shareholders of RAO UES of Russia, as 

1 With due account for the specifics of voting on the issues of election of Boards of Directors of 

newly established companies in accordance with the Federal Law "On Joint-Stock Companies." 

4

well as by means of their acquisition by RAO UES of Russia in accordance with 

the procedure and upon the conditions established by this resolution. 

2.2. The property, rights and duties of RAO UES of Russia shall partly transfer to 

spun-off companies in accordance with the separation balance sheet. 

2.3. Not later than November 25, 2007 RAO UES of Russia shall notify its creditors 

of the adoption of a resolution on reorganization through a spin-off by sending 

notifications by registered mail and publish notice of reorganization of RAO 

UES of Russia in a periodical intended for the publication of data concerning the 

state registration of legal entities. 

2.4. The creditors of RAO UES of Russia within thirty (30) days of the date on 

which the notice of the adopted resolution is published or within (30) days of the 

date on which notifications are sent thereto shall be entitled to claim in writing 

the termination or early performance of the respective obligations of RAO UES 

of Russia and reimbursement for their losses. Based on the claims received from 

creditors RAO UES of Russia shall prepare a register of satisfied and satisfiable 

creditors’ claims. 

2.5. In accordance with paragraph 1 of article 75 of the Federal Law "On Joint- 

Stock Companies" the shareholders of RAO UES of Russia that vote against, 

while voting on issues 1; 30-52 on the agenda of the Extraordinary General 

Meeting of RAO UES of Russia, or do not participate in voting on the abovementioned 

issues shall be entitled to demand that RAO UES of Russia 

repurchase, in whole or in part, the shares owned by them in accordance with the 

procedure established in conformity with the requirements of laws of the Russian 

Federation by the Board of Directors of RAO UES of Russia in the notice of the 

upcoming Extraordinary General Meeting of RAO UES of Russia. The list of 

persons that vote against, while voting on issues 1; 30-52 on the agenda of the 

Extraordinary General Meeting of RAO UES of Russia, or do not participate in 

voting on the above-mentioned issues shall be prepared by the registrar of RAO 

UES of Russia based on data from the list of persons entitled to participate in the 

General Meeting of Shareholders of RAO UES of Russia which adopted 

resolutions on the reorganization of RAO UES of Russia and the companies to 

be established by means of reorganization of RAO UES of Russia through a 

spin-off. 

2.6. Shares shall be repurchased at a price determined by the Board of Directors of 

RAO UES of Russia in accordance with paragraph 3 of article 75 of the Federal 

Law "On Joint-Stock Companies". 

2.7. The report on the results of submission of demands by the shareholders for the 

repurchase of shares owned by them shall be approved by the Board of Directors 

of RAO UES of Russia not later than December 15, 2007. 

3. The following legal entities shall be established through a spin-off from RAO 

UES of Russia: 

- JSC Gosudarstvennii Holding located at: 119526, Moscow, prospekt 

Vernadskogo, d. 101, korp. 3; 

- JSC Gosudarstvennii Holding GidroOGK located at: 119526, Moscow, 

prospekt Vernadskogo, d. 101, korp. 3; 

5

- JSC Minoritarnii Holding FGC UES located at: 119526, Moscow, prospekt 


- JSC Minoritarnii Holding GidroOGK located at: 119526, Moscow, prospekt 


- JSC OGK-1 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 

101, korp. 3; 


101, korp. 3; 


101, korp. 3; 


101, korp. 3; 


101, korp. 3; 

- JSC TGK-1 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 

101, korp. 3; 


101, korp. 3; 

- JSC Mosenergo Holding located at: 119526, Moscow, prospekt Vernadskogo, 

d. 101, korp. 3; 


101, korp. 3; 


101, korp. 3; 

- JSC Voljskaya TGK Holding located at: 119526, Moscow, prospekt 


- JSC UGK TGK-8 Holding located at: 119526, Moscow, prospekt 



101, korp. 3; 


101, korp. 3; 


101, korp. 3; 

- JSC Kuzbassenergo Holding located at: 119526, Moscow, prospekt 


- JSC Enisei TGK Holding located at: 119526, Moscow, prospekt Vernadskogo, 

d. 101, korp. 3; 


101, korp. 3; 

- JSC Inter RAO UES Holding located at: 119526, Moscow, prospekt 


- JSC Holding MRSK located at: 117630, Moscow, ul. Akademika Chelomeya, 

5A; 

6

- JSC RAO Energy System of East located at: 675000, the Amur Region, 

Blagoveshchensk, ul. Shevchenko, 28; 

- JSC Centerenergyholding located at: 119526, Moscow, prospekt Vernadskogo, 

d. 101, korp. 3; 

- JSC Sibenergyholding located at: 119526, Moscow, prospekt Vernadskogo, d. 

101, korp. 3; 

- JSC Intergeneration located at: 119526, Moscow, prospekt Vernadskogo, d. 

101, korp. 3. 

3.1. It shall be specified that the Board of Directors of each company to be 

established (JSC Gosudarstvennii Holding, JSC Gosudarstvennii Holding 

GidroOGK, JSC Minoritarnii Holding FGC UES, JSC Minoritarnii Holding 

GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 Holding, 

JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 

Holding, JSC Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, 

JSC Voljskaya TGK Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding, 

JSC TGK-10 Holding, JSC TGK-11 Holding, JSC Kuzbassenergo Holding, JSC 

Enisei TGK Holding, JSC TGK-14 Holding, JSC Inter RAO UES Holding, JSC 

Holding MRSK, JSC RAO Energy System of East, JSC Centerenergyholding, 

JSC Sibenergyholding, JSC Intergeneration) will be composed of fifteen (15) 

members. 

3.2. It shall be specified that the Internal Audit Commission of each company to be 

established (JSC Gosudarstvennii Holding, JSC Gosudarstvennii Holding 

GidroOGK, JSC Minoritarnii Holding FGC UES, JSC Minoritarnii Holding 

GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 Holding, 

JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 

Holding, JSC Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, 

JSC Voljskaya TGK Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding, 

JSC TGK-10 Holding, JSC TGK-11 Holding, JSC Kuzbassenergo Holding, JSC 

Enisei TGK Holding, JSC TGK-14 Holding, JSC Inter RAO UES Holding, JSC 

Holding MRSK, JSC RAO Energy System of East, JSC Centerenergyholding, 

JSC Sibenergyholding, JSC Intergeneration) will be composed of five (5) 

members. 

3.3. The following procedure and ratios for the allocation of shares in each 

company to be established shall be set: 

3.3.1. The shares in JSC Holding MRSK, JSC Inter RAO UES Holding, JSC RAO 

Energy System of East shall be allocated to each shareholder of RAO UES of 

Russia that participates in voting on the issue of reorganization of RAO UES of 

Russia through a spin-off and votes For or Abstains, while voting on the abovementioned 

issue, upon the following conditions: 

3.3.1.1. One (1) ordinary share in each spun-off company to be established by 

means of reorganization of RAO UES of Russia through a spin-off specified 

in paragraph 3.3.1 shall be allocated for one (1) ordinary share in RAO UES 

of Russia. 

3.3.1.2. One (1) preference share in each spun-off company to be established by 

means of reorganization of RAO UES of Russia through a spin-off specified 

7

in paragraph 3.3.1 shall be allocated for one (1) preference share in RAO 

UES of Russia. 

3.3.2. The shares in each company to be established through a spin-off shall be 

allocated to each shareholder of RAO UES of Russia that votes Against the 

adoption of a resolution on the reorganization of RAO UES of Russia through a 

spin-off or does not participate in voting on the above-mentioned issue upon the 

following conditions: 

3.3.2.1. One (1) ordinary share in JSC Minoritarnii Holding FGC UES, JSC 

Minoritarnii Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2 

Holding, JSC OGK-3 Holding, JSC OGK-4 Holding, JSC OGK-6 Holding, 

JSC TGK-1 Holding, JSC TGK-2 Holding, JSC Mosenergo Holding, JSC 

TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK Holding, JSC 

UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC 

TGK-11 Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding, 

JSC TGK-14 Holding shall be allocated for 

(41,041,753,984 + 2,075,149,384)/ (12,516,366,381 + 1,429,906,060) 

ordinary shares in RAO UES of Russia. 

3.3.2.2. One (1) preference share in JSC Minoritarnii Holding FGC UES, JSC 

Minoritarnii Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2 

Holding, JSC OGK-3 Holding, JSC OGK-4 Holding, JSC OGK-6 Holding, 

JSC TGK-1 Holding, JSC TGK-2 Holding, JSC Mosenergo Holding, JSC 

TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK Holding, JSC 

UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC 

TGK-11 Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding, 

JSC TGK-14 Holding shall be allocated for 

(41,041,753,984 + 2,075,149,384)/ (12,516,366,381 + 1,429,906,060) 

preference shares in RAO UES of Russia. 

3.3.2.3. One (1) ordinary share in JSC Inter RAO UES Holding, JSC Holding 

MRSK and JSC RAO Energy System of East shall be allocated for one (1) 

ordinary share in RAO UES of Russia. 

3.3.2.4. One (1) preference share in JSC Inter RAO UES Holding, JSC Holding 

MRSK and JSC RAO Energy System of East shall be allocated for one (1) 

preference share in RAO UES of Russia. 

3.3.2.5. One (1) ordinary share in JSC Intergeneration shall be allocated for 

(41,041,753,984 + 2,075,149,384)/ (144,339,247,437 + 7,298,352,563) 


3.3.2.6. One (1) preference share in JSC Intergeneration shall be allocated for 

(41,041,753,984 + 2,075,149,384)/ (144,339,247,437 + 7,298,352,563) 


3.3.2.7. One (1) ordinary share in JSC Centerenergyholding shall be allocated for 

(41,041,753,984 + 2,075,149,384)/ (43,052,299,755 + 2,177,091,245) 


3.3.2.8. One (1) preference share in JSC Centerenergyholding shall be allocated for 

(41,041,753,984 + 2,075,149,384)/ (43,052,299,755 + 2,177,091,245) 


8

3.3.2.9. One (1) ordinary share in JSC Sibenergyholding shall be allocated for 

(41,041,753,984 + 2,075,149,384)/ (39,656,248,581 + 2,005,380,419) 


3.3.2.10. One (1) preference share in JSC Sibenergyholding shall be allocated for 

(41,041,753,984 + 2,075,149,384)/ (39,656,248,581 + 2,005,380,419) 


3.3.2.11. One (1) ordinary share in each of JSC Gosudarstvennii Holding and JSC 

Gosudarstvennii Holding GidroOGK shall be allocated for 

(41,041,753,984 + 2,075,149,384)/ (216,221,460,949 + 10,932,854,421) 


3.3.2.12. One (1) preference share in each of JSC Gosudarstvennii Holding and 

JSC Gosudarstvennii Holding GidroOGK shall be allocated for 

(41,041,753,984 + 2,075,149,384)/ (216,221,460,949 + 10,932,854,421) 


3.3.3. The shares in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii Holding 

GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 

Holding, JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, 

JSC TGK-2 Holding, JSC Mosenergo Holding, JSC TGK-4 Holding, JSC 

TGK-6 Holding, JSC Voljskaya TGK Holding, JSC UGK TGK-8 Holding, 

JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11 Holding, JSC 

Kuzbassenergo Holding, JSC Enisei TGK Holding, JSC TGK-14 Holding 

shall be allocated to each shareholder of RAO UES of Russia (with the 

exception of the Russian Federation, OOO Gazoenergeticheskaya 

Kompaniya, OJSC MMC NORILSK NICKEL and MADAKE 

ENTERPRISES COMPANY LIMITED unless they reduce the number of 

shares owned by them, which is specified in this paragraph below) that votes 

For or Abstains, while voting on the issue of reorganization of RAO UES of 

Russia through a spin-off, upon the following conditions: 

3.3.3.1. One (1) ordinary share in each spun-off company to be established as a 

result of reorganization of RAO UES of Russia through a spin-off specified 

in paragraph 3.3.3 shall be allocated for (12,516,066,381 + OS1 + OS2 + 

OS3)/(12,516,066,381 – PS1) ordinary shares in RAO UES of Russia. 

3.3.3.2. One (1) preference share in each spun-off company to be established as a 


in paragraph 3.3.3 shall be allocated for (1,429,606,060 + PS1 + PS2 + 

PS3)/(1,429,606,060 – PC2) preference shares in RAO UES of Russia. 

Where: 

OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia (the number of 

ordinary shares in RAO UES of Russia owned by OOO Gazoenergeticheskaya 

Kompaniya). These shares shall be used in the ratio if as of the date determined in 

accordance with paragraph 3.6 of this resolution OOO Gazoenergeticheskaya 

Kompaniya owns less than 4,522,879,000 ordinary shares in RAO UES of Russia 

and/or less than 100 preference shares in RAO UES of Russia. 

OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia (the number of 

ordinary shares in RAO UES of Russia owned by OJSC MMC NORILSK 

9

NICKEL). These shares shall be used in the ratio if as of the date determined in 

accordance with paragraph 3.6 of this resolution OJSC MMC NORILSK NICKEL 

owns less than 1,016,370,000 ordinary shares in RAO UES of Russia and/or less 

than 500,000,000 preference shares in RAO UES of Russia. 

OS3 – 416,590,290 ordinary shares in RAO UES of Russia (the number of 

ordinary shares in RAO UES of Russia owned by MADAKE ENTERPRISES 

COMPANY LIMITED). These shares shall be used in the ratio if as of the date 

determined in accordance with paragraph 3.6 of this resolution MADAKE 

ENTERPRISES COMPANY LIMITED owns less than 416,590,290 ordinary 

shares in RAO UES of Russia and/or less than 20,000 preference shares in RAO 


PS1 – 100 preference shares in RAO UES of Russia (the number of preference 

shares in RAO UES of Russia owned by OOO Gazoenergeticheskaya Kompaniya). 

These shares shall be used in the ratio if as of the date determined in accordance 

with paragraph 3.6 of this resolution OOO Gazoenergeticheskaya Kompaniya owns 

less than 4,522,879,000 ordinary shares in RAO UES of Russia and/or less than 100 


PS2 – 500,000,000 preference shares in RAO UES of Russia (the number of 

preference shares in RAO UES of Russia owned by OJSC MMC NORILSK 

NICKEL). These shares shall be used in the ratio if as of the date determined in 


owns less than 1,016,370,000 ordinary shares in RAO UES of Russia and/or less 

than 500,000,000 preference shares in RAO UES of Russia. 

PS3 – 20,000 preference shares in RAO UES of Russia (the number of 

preference shares in RAO UES of Russia owned by MADAKE ENTERPRISES 

COMPANY LIMITED). These shares shall be used in the ratio if as of the date 

determined in accordance with paragraph 3.6 of this resolution MADAKE 

ENTERPRISES COMPANY LIMITED owns less than 416,590,290 ordinary 

shares in RAO UES of Russia and/or less than 20,000 preference shares in RAO 


PC1 – the number of ordinary shares in the spun-off company concerned to be 

placed with OOO Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK 

NICKEL and MADAKE ENTERPRISES COMPANY LIMITED in accordance 

with paragraph 3.3.2.1 of this resolution. These shares shall be used in the ratio 

unless as of the date determined in accordance with paragraph 3.6 of this resolution 

OOO Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK NICKEL and 

MADAKE ENTERPRISES COMPANY LIMITED reduce the number of shares in 

RAO UES of Russia owned by them, which is specified in this paragraph of this 

resolution. 

PC2 – the number of preference shares in the spun-off company concerned to be 

placed with OOO Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK 

NICKEL and MADAKE ENTERPRISES COMPANY LIMITED in accordance 

with paragraph 3.3.2.2 of this resolution. These shares shall be used in the ratio 

unless as of the date determined in accordance with paragraph 3.6 of this resolution 

OOO Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK NICKEL and 

10


RAO UES of Russia owned by them, which is specified in this paragraph of this 

resolution. 

3.3.4. The shares in JSC Gosudarstvennii Holding and JSC Gosudarstvennii 

Holding GidroOGK shall be allocated to the Russian Federation upon the 


3.3.4.1. One (1) ordinary share in each spun-off company to be established as a 


in paragraph 3.3.4 shall be allocated for 22,569,848,313/(216,221,160,949 – 

P1) ordinary shares in RAO UES of Russia. 

3.3.4.2. One (1) preference share in each spun-off company to be established as a 


in paragraph 3.3.4 shall be allocated for 145,523,224/(10,932,554,421– P2) 


Where: 

P1 – the number of ordinary shares in the spun-off company concerned to be 

placed with the shareholders in accordance with paragraph 3.3.2.11 of this 

resolution. 

P2 – the number of preference shares in the spun-off company concerned to be 


resolution. 

3.3.5. The shares in JSC Centerenergyholding shall be allocated to OOO 

Gazoenergeticheskaya Kompaniya if it votes For or Abstains, while voting on 

the issue of reorganization of RAO UES of Russia through a spin-off, and as of 

the date determined in accordance with paragraph 3.6 of this resolution does 

not reduce the number of shares owned by it, which is specified in paragraph 

3.3.3 of this resolution, upon the following conditions: 


4,522,879,000/(43,051,999,755 – P1) ordinary shares in RAO UES of Russia. 


100/(2,176,791,245 – P2) preference shares in RAO UES of Russia. 

Where: 



resolution. 



resolution. 

3.3.6. The shares in JSC Intergeneration shall be allocated to OJSC MMC 

NORILSK NICKEL if it votes For or Abstains, while voting on the issue of 

reorganization of RAO UES of Russia through a spin-off, and as of the date 

determined in accordance with paragraph 3.6 of this resolution does not reduce 

the number of shares owned by it, which is specified in paragraph 3.3.3 of this 

resolution, upon the following conditions: 

11




500,000,000/(7,298,052,563 – P2) preference shares in RAO UES of Russia. 

Where: 



resolution. 



resolution. 

3.3.7. The shares in JSC Sibenergyholding shall be allocated to MADAKE 

ENTERPRISES COMPANY LIMITED if it votes For or Abstains, while 

voting on the issue of reorganization of RAO UES of Russia through a spinoff, 

and as of the date determined in accordance with paragraph 3.6 of this 

resolution does not reduce the number of shares owned by it, which is 

specified in paragraph 3.3.3 of this resolution, upon the following conditions: 


416,590,290/(39,655,948,581 – P1) ordinary shares in RAO UES of Russia. 


20,000/(2,005,080,419 – P2) preference shares in RAO UES of Russia. 

Where: 



resolution. 



resolution. 

3.3.8. If OOO Gazoenergeticheskaya Kompaniya votes against the resolutions on 

the reorganization of RAO UES of Russia through a spin-off or does not 

participate in voting on this issue, paragraph 3.3.5 of this resolution shall no 

apply and the shares in JSC Centerenergyholding shall be placed upon the 


3.3.8.1. The shares in JSC Centerenergyholding shall be allocated to each 

shareholder of RAO UES of Russia that votes against the adoption of a 

resolution on the reorganization of RAO UES of Russia through a spin-off or 

does not participate in voting on this issue, upon the conditions as specified 

in paragraphs 3.3.2.7 and 3.3.2.8 of this resolution; 

3.3.8.2. Unless as of the date determined in accordance with paragraph 3.6 of this 

resolution OOO Gazoenergeticheskaya Kompaniya reduces the number of 

shares in RAO UES of Russia owned by it, which is specified in paragraph 

3.3.3 of this resolution, the shares in JSC Centerenergyholding shall be 

allocated to each shareholder of RAO UES of Russia that votes For, while 

voting on the issue of reorganization of RAO UES of Russia through a spin- 

12

off, or Abstains, while voting on the above-mentioned issue, upon the 


3.3.8.2.1. One (1) ordinary share in JSC Centerenergyholding shall be allocated for 

(41,041,753,984 – OP)/(43,051,999,755 – R1) ordinary shares in RAO 


3.3.8.2.2. One (1) preference share in JSC Centerenergyholding shall be allocated 

for (2,075,149,384 – PP)/ (2,176,791,245 – R2) preference shares in RAO 


Where: 

OP – the number of ordinary shares in RAO UES of Russia owned as of the date 

determined in accordance with paragraph 3.6 of this resolution by the shareholders 

of RAO UES of Russia to which the shares in JSC Centerenergyholding are 

allocated in accordance with paragraphs 3.3.2.7 and 3.3.2.8 of this resolution. 

R1 – the number of ordinary shares in JSC Centerenergyholding to be placed 

with the shareholders of RAO UES of Russia in accordance with paragraph 3.3.2.7 

of this resolution. 

PP – the number of preference shares in RAO UES of Russia owned as of the 

date determined in accordance with paragraph 3.6 of this resolution by the 

shareholders of RAO UES of Russia to which the shares in JSC 

Centerenergyholding are allocated in accordance with paragraphs 3.3.2.7 and 

3.3.2.8 of this resolution. 

R2 – the number of preference shares in JSC Centerenergyholding to be placed 

with the shareholders of RAO UES of Russia in accordance with paragraph 3.3.2.8 


3.3.8.3. If as of the date determined in accordance with paragraph 3.6 of this 

resolution OOO Gazoenergeticheskaya Kompaniya reduces the number of shares in 

RAO UES of Russia owned by it, which is specified in paragraph 3.3.3 of this 

resolution, the shares in JSC Centerenergyholding shall be allocated to each 

shareholder of RAO UES of Russia (with the exception of the Russian Federation, 

OJSC MMC NORILSK NICKEL and MADAKE ENTERPRISES COMPANY 

LIMITED unless as of the date determined in accordance with paragraph 3.6 of this 

resolution they reduce the number of shares owned by them, which is specified in 

paragraph 3.3.3 of this resolution) that votes For, while voting on the issue of 

reorganization of RAO UES of Russia through a spin-off, or Abstains, while voting 

on the above-mentioned issue, upon the following conditions: 

3.3.8.3.1. One (1) ordinary share in JSC Centerenergyholding to be established 

through a spin-off shall be allocated for 

(12,516,066,381+4,522,879,000+OS2+OS3)/ (43,051,999,755 – PC1) 


3.3.8.3.2. One (1) preference share in JSC Centerenergyholding to be established 


(1,429,606,060+100+PS2+PS3)/(2,176,791,245 – PC2) preference shares 

in RAO UES of Russia. 

Where: 

13

OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall 

be used in the ratio if as of the date determined in accordance with paragraph 3.6 of 

this resolution OJSC MMC NORILSK NICKEL owns less than 1,016,370,000 

ordinary shares in RAO UES of Russia and/or less than 500,000,000 preference 

shares in RAO UES of Russia. 

OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall 


this resolution MADAKE ENTERPRISES COMPANY LIMITED owns less than 

416,590,290 ordinary shares in RAO UES of Russia and/or less than 20,000 


PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall 





PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be 

used in the ratio if as of the date determined in accordance with paragraph 3.6 of 




PC1 – the number of ordinary shares in JSC Centerenergyholding to be placed 

with OJSC MMC NORILSK NICKEL and MADAKE ENTERPRISES 

COMPANY LIMITED in accordance with paragraph 3.3.2.7 of this resolution. 

These shares shall be used in the ratio unless as of the date determined in 


and MADAKE ENTERPRISES COMPANY LIMITED reduce the number of 

shares in RAO UES of Russia owned by them, which is specified in paragraph 3.3.3 


PC2 – the number of preference shares in JSC Centerenergyholding to be placed 








3.3.9. If OJSC MMC NORILSK NICKEL votes against the resolutions on the 

reorganization of RAO UES of Russia through a spin-off or does not 

participate in voting on this issue, paragraph 3.3.6 of this resolution shall not 

apply and the shares in JSC Intergeneration shall be placed upon the 


3.3.9.1. The shares in JSC Intergeneration shall be placed to each shareholder of 

RAO UES of Russia that votes against the adoption of a resolution on the 

reorganization of RAO UES of Russia through a spin-off or does not participate in 

14

voting on this issue, upon the conditions as specified in paragraphs 3.3.2.5 and 

3.3.2.6 of this resolution; 


resolution OJSC MMC NORILSK NICKEL reduces the number of shares in RAO 

UES of Russia owned by it, which is specified in paragraph 3.3.3 of this resolution, 

the shares in JSC Intergeneration shall be placed to each shareholder of RAO UES 

of Russia that votes For, while voting on the issue of reorganization of RAO UES 

of Russia through a spin-off, or Abstains, while voting on the above-mentioned 


3.3.9.2.1. One (1) ordinary share in JSC Intergeneration shall be allocated for 

(41,041,753,984 – OP)/(144,338,947,437– R1) ordinary shares in RAO 


3.3.9.2.2. One (1) preference share in JSC Intergeneration shall be allocated for 

(2,075,149,384 – PP)/ (7,298,052,563 – P2) preference shares in RAO 


Where: 



of RAO UES of Russia to which the shares in JSC Intergeneration are allocated in 

accordance with paragraphs 3.3.2.5 and 3.3.2.6 of this resolution. 

R1 – the number of ordinary shares in JSC Intergeneration to be placed with the 

shareholders of RAO UES of Russia in accordance with paragraph 3.3.2.5 of this 

resolution. 



shareholders of RAO UES of Russia to which the shares in JSC Intergeneration are 

allocated in accordance with paragraphs 3.3.2.5 and 3.3.2.6 of this resolution. 

R2 – the number of preference shares in JSC Intergeneration to be placed with 

the shareholders of RAO UES of Russia in accordance with paragraph 3.3.2.6 of 

this resolution. 


resolution OJSC MMC NORILSK NICKEL reduces the number of shares in RAO 

UES of Russia owned by it, which is specified in paragraph 3.3.3 of this resolution, 

the shares in JSC Intergeneration shall be allocated to each shareholder of RAO 

UES of Russia (with the exception of the Russian Federation, OOO 

Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES COMPANY 

LIMITED unless as of the date determined in accordance with paragraph 3.6 of this 

resolution they reduce the number of shares owned by them, which is specified in 

paragraph 3.3.3 of this resolution) that votes For, while voting on the issue of 



3.3.9.3.1. One (1) ordinary share in JSC Intergeneration to be established through a 

spin-off shall be allocated for 

(12,516,066,381+OS1+1,016,370,000+OS3)/ (144,338,947,437 – PC1) 


15

3.3.9.3.2. One (1) preference share in JSC Intergeneration to be established through 

a spin-off shall be allocated for (1,429,606,060+PS1+500,000,000 +PS3)/( 

7,298,052,563 – PC2) preference shares in RAO UES of Russia. 

Where: 



this resolution OOO Gazoenergeticheskaya Kompaniya owns less than 

4,522,879,000 ordinary shares in RAO UES of Russia and/or less than 100 







PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used 

in the ratio if as of the date determined in accordance with paragraph 3.6 of this 

resolution OOO Gazoenergeticheskaya Kompaniya owns less than 4,522,879,000 

ordinary shares in RAO UES of Russia and/or less than 100 preference shares in 

RAO UES of Russia. 






PC1 – the number of ordinary shares in JSC Intergeneration to be placed with 

OOO Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES 



with paragraph 3.6 of this resolution OOO Gazoenergeticheskaya Kompaniya and 


RAO UES of Russia owned by them, which is specified in paragraph 3.3.3 of this 

resolution. 

PC2 – the number of preference shares in JSC Intergeneration to be placed with 




with paragraph 3.6 of this resolution OOO Gazoenergeticheskaya Kompaniya and 


RAO UES of Russia owned by them, which is specified in paragraph 3.3.3 of this 

resolution. 

3.3.10 . If MADAKE ENTERPRISES COMPANY LIMITED votes against the 

resolutions on the reorganization of RAO UES of Russia through a spin-off 

or does not participate in voting on this issue, paragraph 3.3.7 of this 

resolution shall not apply and the shares in JSC Sibenergyholding shall be 

placed upon the following conditions: 

16

3.3.10.1. The shares in JSC Sibenergyholding shall be placed to each shareholder 

of RAO UES of Russia that votes against the adoption of a resolution on the 

reorganization of RAO UES of Russia through a spin-off or does not participate in 

voting on this issue upon the conditions as specified in paragraphs 3.3.2.9 and 

3.3.2.10 of this resolution; 


resolution MADAKE ENTERPRISES COMPANY LIMITED reduces the number 

of shares in RAO UES of Russia owned by it, which is specified in paragraph 3.3.3 

of this resolution, the shares in JSC Sibenergyholding shall be placed to each 

shareholder of RAO UES of Russia that votes For, while voting on the issue of 



3.3.10.2.1. One (1) ordinary share in JSC Sibenergyholding shall be allocated for 

(41,041,753,984 –OP)/(39,655,948,581– R1) ordinary shares in RAO 


3.3.10.2.2. One (1) preference share in JSC Sibenergyholding shall be allocated for 

(2,075,149,384 – PP)/ (2,005,080,419 – R2) preference shares in RAO 


Where: 



of RAO UES of Russia to which the shares in JSC Sibenergyholding are allocated 

in accordance with paragraphs 3.3.2.9 and 3.3.2.10 of this resolution. 

R1 – the number of ordinary shares in JSC Sibenergyholding to be placed with 





shareholders of RAO UES of Russia to which the shares in JSC Sibenergyholding 

are allocated in accordance with paragraphs 3.3.2.9 and 3.3.2.10 of this resolution. 

R2 – the number of preference shares in JSC Sibenergyholding to be placed with 




resolution MADAKE ENTERPRISES COMPANY LIMITED reduces the 

number of shares in RAO UES of Russia owned by it, which is specified in 

paragraph 3.3.3 of this resolution, the shares in JSC Sibenergyholding shall 

be allocated to each shareholder of RAO UES of Russia (with the 

exception of the Russian Federation, OOO Gazoenergeticheskaya 

Kompaniya and OJSC MMC NORILSK NICKEL unless as of the date 

determined in accordance with paragraph 3.6 of this resolution they reduce 

the number of shares owned by them, which is specified in paragraph 3.3.3 

of this resolution) that votes For, while voting on the issue of 

reorganization of RAO UES of Russia through a spin-off, or Abstains, 

while voting on the above-mentioned issue, upon the following conditions: 

17

3.3.10.3.1. One (1) ordinary share in JSC Sibenergyholding to be established 


(12,516,066,381+OS1+OS2+416,590,290)/(39,655,948,581 – PC1) 


3.3.10.3.2. One (1) preference share in JSC Sibenergyholding to be established 


(1,429,606,060+PS1+PS2+20,000)/(2,005,080,419 – PC2) preference 


Where: 





















PC1 – the number of ordinary shares in JSC Sibenergyholding to be placed with 

OOO Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK NICKEL in 

accordance with paragraph 3.3.2.9 of this resolution. These shares shall be used in 

the ratio unless as of the date determined in accordance with paragraph 3.6 of this 

resolution OOO Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK 

NICKEL reduce the number of shares in RAO UES of Russia owned by them, 

which is specified in paragraph 3.3.3 of this resolution. 

PC2 – the number of preference shares in JSC Sibenergyholding to be placed 

with OOO Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK 

NICKEL in accordance with paragraph 3.3.2.10 of this resolution. These shares 

shall be used in the ratio unless as of the date determined in accordance with 

paragraph 3.6 of this resolution OOO Gazoenergeticheskaya Kompaniya and OJSC 

MMC NORILSK NICKEL reduce the number of shares in RAO UES of Russia 

owned by them, which is specified in paragraph 3.3.3 of this resolution. 

3.3.11. The shares in each company to be established as a result of reorganization of 

RAO UES of Russia through a spin-off, which are specified in paragraphs 

18

3.3.1, 3.3.3 and 3.3.11 of this resolution, shall be allocated to OOO 

Gazoenergeticheskaya Kompaniya if it votes For or Abstains, while voting 

on the issue of reorganization of RAO UES of Russia through a spin-off, yet 

as of the date determined in accordance with paragraph 3.6 of this resolution 

reduces the number of shares in RAO UES of Russia owned by it, which is 

specified in paragraph 3.3.3 of this resolution, in accordance with paragraphs 

3.3.1, 3.3.3 and 3.3.11 of this resolution and the shares in JSC 

Centerenergyholding shall be placed upon the following conditions: 


shareholder of RAO UES of Russia that votes against the adoption of a 

resolution on the reorganization of RAO UES of Russia through a spin-off 

or does not participate in voting on this issue upon the conditions as 

specified in paragraphs 3.3.2.7 and 3.3.2.8 of this resolution; 


shareholder of RAO UES of Russia (with the exception of the Russian 

Federation, OJSC MMC NORILSK NICKEL and MADAKE 

ENTERPRISES COMPANY LIMITED unless as of the date determined 

in accordance with paragraph 3.6 of this resolution they reduce the number 

of shares owned by them, which is specified in paragraph 3.3.3 of this 

resolution) that votes For, while voting on the issue of reorganization of 

RAO UES of Russia through a spin-off, or Abstains, while voting on the 

above-mentioned issue, upon the following conditions: 

3.3.11.2.1. One (1) ordinary share in JSC Centerenergyholding to be established 


(12,516,066,381+4,522,879,000+OS2+OS3)/ (43,051,999,755 – PC1) 


3.3.11.2.2. One (1) preference share in JSC Centerenergyholding to be established 


(1,429,606,060+100+PS2+PS3)/(2,176,791,245 – PC2) preference shares 


Where: 














19








PC1 – the number of ordinary shares in JSC Centerenergyholding to be placed 








PC2 – the number of preference shares in JSC Centerenergyholding to be placed 










3.3.1, 3.3.3 and 3.3.12 of this resolution, shall be allocated to OJSC MMC 

NORILSK NICKEL if it votes For or Abstains, while voting on the issue of 

reorganization of RAO UES of Russia through a spin-off, yet as of the date 

determined in accordance with paragraph 3.6 of this resolution reduces the 

number of shares in RAO UES of Russia owned by it, which is specified in 

paragraph 3.3.3 of this resolution, in accordance with paragraphs 3.3.1, 3.3.3 

and 3.3.12 of this resolution and the shares in JSC Intergeneration shall be 

placed upon the following conditions: 

3.3.12.1. The shares in JSC Intergeneration shall be allocated to each shareholder 

of RAO UES of Russia that votes against the adoption of a resolution on 


participate in voting on this issue upon the conditions as specified in 

paragraphs 3.3.2.5 and 3.3.2.6 of this resolution; 

3.3.12.2. The shares in JSC Intergeneration shall be allocated to each shareholder 

of RAO UES of Russia (with the exception of the Russian Federation, 


COMPANY LIMITED unless as of the date determined in accordance 

with paragraph 3.6 of this resolution they reduce the number of shares 

owned by them, which is specified in paragraph 3.3.3 of this resolution) 

that votes For, while voting on the issue of reorganization of RAO UES of 

20

Russia through a spin-off, or Abstains, while voting on the abovementioned 


3.3.12.2.1. One (1) ordinary share in JSC Intergeneration to be established through 

a spin-off shall be allocated for 

(12,516,066,381+OS1+1,016,370,000+OS3)/ (144,338,947,437 – PC1) 


3.3.12.2.2. One (1) preference share in JSC Intergeneration to be established 

through a spin-off shall be allocated for (1,429,606,060+PS1+500,000,000 

+PS3)/( 7,298,052,563 – PC2) preference shares in RAO UES of Russia. 

Where: 














ordinary shares in RAO UES of Russia, and/or less than 100 preference shares in 







PC1 – the number of ordinary shares in JSC Intergeneration to be placed with 





Kompaniya and MADAKE ENTERPRISES COMPANY LIMITED reduce the 

number of shares in RAO UES of Russia owned by them, which is specified in 

paragraph 3.3.3 of this resolution. 

PC2 – the number of preference shares in JSC Intergeneration to be placed with 





Kompaniya and MADAKE ENTERPRISES COMPANY LIMITED reduce the 

21

number of shares in RAO UES of Russia owned by them, which is specified in 




3.3.1, 3.3.3 and 3.3.13 of this resolution, shall be allocated to MADAKE 

ENTERPRISES COMPANY LIMITED if it votes For or Abstains, while 


yet as of the date determined in accordance with paragraph 3.6 of this 

resolution reduces the number of shares in RAO UES of Russia owned by it, 

which is specified in paragraph 3.3.3 of this resolution, in accordance with 

paragraphs 3.3.1, 3.3.3 and 3.3.13 of this resolution and the shares in JSC 

Sibenergyholding shall be placed upon the following conditions: 

3.3.13.1. The shares in JSC Sibenergyholding shall be allocated to each shareholder 

of RAO UES of Russia that votes against the adoption of a resolution on 


participate in voting on this issue upon the conditions as specified in 

paragraphs 3.3.2.9 and 3.3.2.10 of this resolution; 

3.3.13.2. The shares in JSC Sibenergyholding shall be allocated to each shareholder 

of RAO UES of Russia (with the exception of the Russian Federation, 

OOO Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK 

NICKEL unless as of the date determined in accordance with paragraph 

3.6 of this resolution they reduce the number of shares owned by them, 

which is specified in paragraph 3.3.3 of this resolution) that votes For, 

while voting on the issue of reorganization of RAO UES of Russia through 

a spin-off, or Abstains, while voting on the above-mentioned issue, upon 

the following conditions: 

3.3.13.2.1. One (1) ordinary share in JSC Sibenergyholding to be established 


(12,516,066,381+OS1+OS2+416,590,290)/(39,655,948,581 – PC1) 


3.3.13.2.2. One (1) preference share in JSC Sibenergyholding to be established 


(1,429,606,060+PS1+PS2+20,000)/(2,005,080,419 – PC2) preference 


Where: 











22











PC1 – the number of ordinary shares in JSC Sibenergyholding to be placed with 

OOO Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK NICKEL in 

accordance with paragraph 3.3.2.9 of this resolution. These shares shall be used in 

the ratio unless as of the date determined in accordance with paragraph 3.6 of this 

resolution OOO Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK 

NICKEL reduce the number of shares in RAO UES of Russia owned by them, 

which is specified in paragraph 3.3.3 of this resolution. 

PC2 – the number of preference shares in JSC Sibenergyholding to be placed 

with OOO Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK 

NICKEL in accordance with paragraph 3.3.2.10 of this resolution. These shares 

shall be used in the ratio unless as of the date determined in accordance with 

paragraph 3.6 of this resolution OOO Gazoenergeticheskaya Kompaniya and OJSC 

MMC NORILSK NICKEL reduce the number of shares in RAO UES of Russia 

owned by them, which is specified in paragraph 3.3.3 of this resolution. 

3.3.14 The shares in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii 

Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK- 

3 Holding, JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, 




Kuzbassenergo Holding, JSC Enisei TGK Holding and JSC TGK-14 Holding 

shall be allocated to the Russian Federation upon the following conditions: 

3.3.14.1. One (1) ordinary share in each company to be established as a result of 

reorganization of RAO UES of Russia through a spin-off, which are 

specified in paragraph 3.3.14, shall be allocated for 

(22,569,848,313 + 145,523,224 + OS1+OS2+OS3+PS1+PS2+PS3)/((1+ 

145,523,224/22,569,848,313) * (12,516,066,381 – Z1 – P1)) ordinary 


3.3.14.2. One (1) preference share in each company to be established as a result of 


specified in paragraph 3.3.14, shall be allocated for (22,569,848,313 + 

145,523,224 + OS1+OS2+OS3+PS1+PS2+PS3)/((1+ 

22,569,848,313/145,523,224) * (1,429,606,060 – Z2 – P2)) preference 


Where: 

23



this resolution OOO Gazoenergeticheskaya Kompaniya votes For or Abstains, 

while voting on the issue of reorganization of RAO UES of Russia through a spinoff, 

and owns at least 4,522,879,000 ordinary shares in RAO UES of Russia and at 

least 100 preference shares in RAO UES of Russia. 



this resolution OJSC MMC NORILSK NICKEL votes For or Abstains, while 

voting on the issue of reorganization of RAO UES of Russia through a spin-off, and 

owns at least 1,016,370,000 ordinary shares in RAO UES of Russia and at least 

500,000,000 preference shares in RAO UES of Russia. 



this resolution MADAKE ENTERPRISES COMPANY LIMITED votes For or 

Abstains, while voting on the issue of reorganization of RAO UES of Russia 

through a spin-off, and owns at least 416,590,290 ordinary shares in RAO UES of 

Russia and at least 20,000 preference shares in RAO UES of Russia. 



resolution OOO Gazoenergeticheskaya Kompaniya votes For or Abstains, while 


owns at least 4,522,879,000 ordinary shares in RAO UES of Russia and at least 100 
















resolution. 



resolution. 

Z1 – the number of ordinary shares in the spun-off company concerned to be 

placed with the shareholders in accordance with paragraph 3.3.3 of this resolution. 

24

Z2 – the number of preference shares in the spun-off company concerned to be 


3.3.15. The shares in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii 







shall be allocated to OOO Gazoenergeticheskaya Kompaniya if it votes For 

or Abstains, while voting on the issue of reorganization of RAO UES of 

Russia through a spin-off, and as of the date determined in accordance with 

paragraph 3.6 of this resolution, does not reduce the number of shares in 

RAO UES of Russia owned by it, which is specified in paragraph 3.3.3, upon 





145,523,224 + 4,522,879,000 +OS2+OS3+ 100 +PS2+PS3)/((1+ 

100/4,522,879,000) * (12,516,066,381 – Z1 – P1)) ordinary shares in RAO 





145,523,224 + 4,522,879,000 +OS2+OS3+ 100 +PS2+PS3)/((1+ 

4,522,879,000/100) * (1,429,606,060 – Z2 – P2)). 

Where: 



















25









resolution. 



resolution. 












shall be allocated to OJSC MMC NORILSK NICKEL if OJSC MMC 

NORILSK NICKEL votes For or Abstains, while voting on the issue of 


determined in accordance with paragraph 3.6 of this resolution, does not 

reduce the number of shares in RAO UES of Russia owned by it, which is 

specified in paragraph 3.3.3, upon the following conditions: 




145,523,224 + OS1+ 1,016,370,000 +OS3+PS1+ 500,000,000 +PS3)/((1+ 

500,000,000 /1,016,370,000) * (12,516,066,381 – Z1 – P1) ordinary shares 





145,523,224 + OS1+ 1,016,370,000 +OS3+PS1+ 500,000,000 +PS3)/((1+ 

1,016,370,000/500,000,000) * (1,429,606,060– Z2 – P2)) preference 


Where: 




26
























resolution. 



resolution. 












shall be allocated to MADAKE ENTERPRISES COMPANY LIMITED if 

MADAKE ENTERPRISES COMPANY LIMITED votes For or Abstains, 

while voting on the issue of reorganization of RAO UES of Russia through a 

spin-off, and as of the date determined in accordance with paragraph 3.6 of 

this resolution, does not reduce the number of shares in RAO UES of Russia 

owned by it, which is specified in paragraph 3.3.3, upon the following 

conditions: 

27




145,523,224 + OS1+OS2+ 416,590,290 +PS1+PS2+ 20,000)/((1+ 

20,000/416,590,290) * (12,516,066,381 – Z1 – P1)) ordinary shares in 





145,523,224 + OS1+OS2+ 416,590,290 +PS1+PS2+ 20,000)/((1+ 

416,590,290/20,000) * (1,429,606,060 – Z2 – P2)) preference shares in 


Where: 



























resolution. 



resolution. 



28



3.3.18. The shares in JSC Centerenergyholding shall be allocated to the Russian 

Federation if as of the date determined in accordance with paragraph 3.6 of 

this resolution OOO Gazoenergeticheskaya Kompaniya reduces the number 

of shares in RAO UES of Russia owned by it, which is specified in paragraph 


3.3.18.1. One (1) ordinary share in JSC Centerenergyholding to be established 

through a spin-off shall be allocated for (22,569,848,313 + 145,523,224 + 

OS2+OS3+PS2+PS3)/((1+ 145,523,224/22,569,848,313) * 

(43,051,999,755 – Z1 – P1)) ordinary shares in RAO UES of Russia. 

3.3.18.2. One (1) preference share in JSC Centerenergyholding to be established 


OS2+OS3+PS2+PS3)/((1+ 22,569,848,313/145,523,224) * (2,176,791,245 

– Z2 – P2)) preference shares in RAO UES of Russia. 

Where: 

























P1 – the number of ordinary shares in JSC Centerenergyholding to be placed 

with the shareholders in accordance with paragraph 3.3.2.7 of this resolution. 

P2 – the number of preference shares in JSC Centerenergyholding to be placed 


29

Z1 – the number of ordinary shares in JSC Centerenergyholding to be placed 

with the shareholders in accordance with paragraphs 3.3.8.3.1 and 3.3.11.2.1 of this 

resolution. 

Z2 – the number of preference shares in JSC Centerenergyholding to be placed 


resolution. 

3.3.19. The shares in JSC Intergeneration shall be allocated to the Russian 


this resolution OJSC MMC NORILSK NICKEL reduces the number of 

shares in RAO UES of Russia owned by it, which is specified in paragraph 


3.3.19.1. One (1) ordinary share in JSC Intergeneration to be established through a 

spin-off shall be allocated for (22,569,848,313 + 145,523,224 + 

OS1+OS3+PS1+PS3)/((1+ 145,523,224/22,569,848,313) * 


3.3.19.2. One (1) preference share in JSC Intergeneration to be established through 

a spin-off shall be allocated for (22,569,848,313 + 145,523,224 + 

OS1+OS3+PS1+PS3)/((1+ 22,569,848,313/145,523,224) * (7,298,052,563 


Where: 

























30

P1 – the number of ordinary shares in JSC Intergeneration to be placed with the 

shareholders in accordance with paragraph 3.3.2.5 of this resolution. 

P2 – the number of preference shares in JSC Intergeneration to be placed with 

the shareholders in accordance with paragraph 3.3.2.6 of this resolution. 

Z1 – the number of ordinary shares in JSC Intergeneration to be placed with the 

shareholders in accordance with paragraphs 3.3.9.3.1 and 3.3.12.2.1 of this 

resolution. 

Z2 – the number of preference shares in JSC Intergeneration to be placed with 

the shareholders in accordance with paragraphs 3.3.9.3.2 and 3.3.12.2.2 of this 

resolution. 

3.3.20. The shares in JSC Sibenergyholding shall be allocated to the Russian 


this resolution MADAKE ENTERPRISES COMPANY LIMITED reduces 

the number of shares in RAO UES of Russia owned by it, which is specified 

in paragraph 3.3.3 of this resolution, upon the following conditions: 

3.3.20.1. One (1) ordinary share in JSC Sibenergyholding to be established through 


OS1+OS2+PS1+PS2)/((1+ 145,523,224/22,569,848,313) * 


3.3.20.2. One (1) preference share in JSC Sibenergyholding to be established 


OS1+OS2+PS1+PS2)/((1+ 22,569,848,313/145,523,224) * (2,005,080,419 


Where: 






















31




P1 – the number of ordinary shares in JSC Sibenergyholding to be placed with 


P2 – the number of preference shares in JSC Sibenergyholding to be placed with 


Z1 – the number of ordinary shares in JSC Sibenergyholding to be placed with 


resolution. 

Z2 – the number of preference shares in JSC Sibenergyholding to be placed with 


resolution. 

3.3.21. The shares in JSC Intergeneration shall be allocated to OOO 

Gazoenergeticheskaya Kompaniya (if it votes For or Abstains, while voting 

on the issue of reorganization of RAO UES of Russia through a spin-off, and 


it does not reduce the number of shares owned by it, which is specified in 

paragraph 3.3.3 of this resolution) if as of the date determined in accordance 

with paragraph 3.6 of this resolution OJSC MMC NORILSK NICKEL 





4,522,879,000+OS3+100+PS3)/((1+ 100/4,522,879,000) * 




4,522,879,000 +OS3+100+PS3)/((1+ 4,522,879,000/100) * (7,298,052,563 


Where: 















32





resolution. 



resolution. 

3.3.22. The shares in JSC Sibenergyholding shall be allocated to OOO 

Gazoenergeticheskaya Kompaniya (if it votes For or Abstains, while voting 

on the issue of reorganization of RAO UES of Russia through a spin-off, and 


it does not reduce the number of shares owned by it, which is specified in 

paragraph 3.3.3 of this resolution) if as of the date determined in accordance 

with paragraph 3.6 of this resolution MADAKE ENTERPRISES 

COMPANY LIMITED reduces the number of shares in RAO UES of Russia 

owned by it, which is specified in paragraph 3.3.3 of this resolution, upon the 



a spin-off shall be allocated for 

(22,569,848,313 + 145,523,224 +4,522,879,000 +OS2+100+PS2)/((1+ 

100/4,522,879,000) * (39,655,948,581 – Z1 – P1)) ordinary shares in RAO 




4,522,879,000 +OS2+100+PS2)/((1+ 4,522,879,000/100) * (2,005,080,419 


Where: 

















33



resolution. 



resolution. 

3.3.23. The shares in JSC Centerenergyholding shall be allocated to OJSC MMC 

NORILSK NICKEL (if it votes For or Abstains, while voting on the issue of 


determined in accordance with paragraph 3.6 of this resolution it does not 

reduce the number of shares owned by it, which is specified in paragraph 

3.3.3 of this resolution) if as of the date determined in accordance with 

paragraph 3.6 of this resolution OOO Gazoenergeticheskaya Kompaniya 



3.3.23.1. One (1) ordinary share in JSC Centerenergyholding to be established through 


1,016,370,000 +OS3+500,000,000 +PS3)/((1+ 500,000,000 /1,016,370,000) 

* (43,051,999,755 – Z1 – P1)) ordinary shares in RAO UES of Russia. 



1,016,370,000 +OS3+500,000,000 +PS3)/((1+ 1,016,370,000/500,000,000) * 

(2,176,791,245 – Z2 – P2)) preference shares in RAO UES of Russia. 

Where: 



















resolution. 

34



resolution. 

3.3.24. The shares in JSC Sibenergyholding shall be allocated to OJSC MMC 

NORILSK NICKEL (if it votes For or Abstains, while voting on the issue of 


determined in accordance with paragraph 3.6 of this resolution it does not 

reduce the number of shares owned by it, which is specified in paragraph 

3.3.3 of this resolution) if as of the date determined in accordance with 

paragraph 3.6 of this resolution MADAKE ENTERPRISES COMPANY 

LIMITED reduces the number of shares in RAO UES of Russia owned by it, 

which is specified in paragraph 3.3.3 of this resolution, upon the following 

conditions: 



OS1+1,016,370,000 +PS1+500,000,000)/((1+ 500,000,000 

/1,016,370,000) * (39,655,948,581 – Z1 – P1)) ordinary shares in RAO 




OS1+1,016,370,000 +PS1+500,000,000)/((1+ 1,016,370,000/500,000,000) 

* (2,005,080,419 – Z2 – P2)) preference shares in RAO UES of Russia. 

Where: 



















resolution. 



resolution. 

35

3.3.25. The shares in JSC Centerenergyholding shall be allocated to MADAKE 

ENTERPRISES COMPANY LIMITED (if it votes For or Abstains, while 


and as of the date determined in accordance with paragraph 3.6 of this 

resolution it does not reduce the number of shares owned by it, which is 

specified in paragraph 3.3.3 of this resolution) if as of the date determined in 


Kompaniya reduces the number of shares in RAO UES of Russia owned by 

it, which is specified in paragraph 3.3.3 of this resolution, upon the following 

conditions: 

3.3.25.1. One (1) ordinary share in JSC Centerenergyholding to be established 


OS2+416,590,290 +PS2+20,000)/((1+ 20,000/416,590,290) * 




OS2+416,590,290 +PS2+20,000)/((1+ 416,590,290/20,000) * 


Where: 



















resolution. 



resolution. 

3.3.26. The shares in JSC Intergeneration shall be allocated to MADAKE 

ENTERPRISES COMPANY LIMITED (if it votes For or Abstains, while 

voting on the issue of reorganization of RAO UES of Russia through a 

spin-off, and as of the date determined in accordance with paragraph 3.6 of 

36

this resolution it does not reduce the number of shares owned by it, which is 

specified in paragraph 3.3.3 of this resolution) if as of the date determined 

in accordance with paragraph 3.6 of this resolution OJSC MMC NORILSK 

NICKEL reduces the number of shares in RAO UES of Russia owned by it, 

which is specified in paragraph 3.3.3 of this resolution, upon the following 

conditions: 



OS1+416,590,290 +PS1+20,000)/((1+ 20,000/416,590,290) * 




OS1+416,590,290 +PS1+20,000)/((1+ 416,590,290/20,000) * 


Where: 



















resolution. 



resolution. 

3.3.27. If in the calculation of shares in the spun-off company concerned the 

calculated number of shares to be allocated to a shareholder of RAO UES of 

Russia is a fraction, the fractional part of the quantity of shares shall be 

rounded off in accordance with the following rules: 

3.3.27.1. If the period is followed by any number from 5 to 9, one shall be added to 

the integer and any numbers following the period shall be ignored. 

37

3.3.27.2. If the period is followed by any number from 0 to 4, only the integer shall 

be taken into consideration and any numbers following the period shall be 

ignored. 

3.3.27.3. If as a result of round-off no shares are receivable by any shareholder, 

such shareholder shall receive one share. 

3.3.28. If as of the date determined in accordance with paragraph 3.6 of this 

resolution OJSC MMC NORILSK NICKEL, which is a shareholder of RAO 

UES of Russia, is reorganized through a spin-off and title to 1,016,370,000 

ordinary shares and 500,000,000 preference shares in RAO UES of Russia 

owned by OJSC MMC NORILSK NICKEL transfers by legal succession 

based on the separation balance sheet to a company to be established as a 

result of reorganization of OJSC MMC NORILSK NICKEL, all provisions 

of this resolution in which OJSC MMC NORILSK NICKEL is indicated 

(with the exception of indications of a voting option for the issue of 

reorganization of RAO UES of Russia through a spin-off and participation in 

voting on this issue), shall be deemed to indicate such company established 

as a result of reorganization of OJSC MMC NORILSK NICKEL through a 

spin-off. 

Transfer of the shares in RAO UES of Russia owned by OJSC MMC 

NORILSK NICKEL by legal succession in accordance with the provisions of 

the first sub-paragraph of this paragraph shall not lead to the application of 

the appropriate provisions of this resolution related to a decrease in the 

number of shares in RAO UES of Russia owned by OJSC MMC NORILSK 

NICKEL. 

If after the transfer of the shares in RAO UES of Russia owned by OJSC 

MMC NORILSK NICKEL by legal succession in accordance with the 

provisions of the first sub-paragraph of this paragraph OJSC MMC 

NORILSK NICKEL is the owner of shares in RAO UES of Russia, (1) in the 

allocation of shares in the companies to be established through a spin-off all 

provisions of this resolution in which OJSC MMC NORILSK NICKEL is 

indicated shall apply only to the assignee of OJSC MMC NORILSK 

NICKEL to be determined in accordance with the provisions of the first subparagraph 

of paragraph 3.3.19, and (2) in the allocation of shares in the 

companies to be established through a spun-off only the provisions of 

paragraphs 3.3.1, 3.3.3, 3.3.8.2, 3.3.9.2, 3.3.10.2, 3.3.8.3, 3.3.9.3, 3.3.10.3, 

3.3.11.2, 3.3.12.2 and 3.3.13.2 of this resolution shall apply to OJSC MMC 

NORILSK NICKEL. 

3.3.29. The shares in spun-off companies shall be placed with OOO 

Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK NICKEL and 

MADAKE ENTERPRISES COMPANY LIMITED in accordance with 

paragraphs 3.3.1, 3.3.3, 3.3.8.2, 3.3.9.2, 3.3.10.2, 3.3.8.3, 3.3.9.3, 3.3.10.3, 

3.3.11.2, 3.3.12.2 and 3.3.13.2 of this resolution if as of the date determined 

in accordance with paragraph 3.6 of this resolution they increase the number 

of ordinary and preference shares in RAO UES of Russia owned by them 

compared with the number specified in paragraph 3.3.3 of this resolution by 

38

the number of shares in RAO UES of Russia to the extent that it exceeds the 

number specified in paragraph 3.3.3 of this resolution. 

3.3.30. The shares in spun-off companies shall be placed for the shares in RAO 

UES of Russia title to which transferred after the preparation of the list of 

persons entitled to participate in the extraordinary general meeting of RAO 

UES of Russia of October 26, 2007 in accordance with paragraphs 3.3.1, 

3.3.3, 3.3.8.2, 3.3.9.2, 3.3.10.2, 3.3.8.3, 3.3.9.3, 3.3.10.3, 3.3.11.2, 3.3.12.2 

and 3.3.13.2 of this resolution. 

3.3.31. The list of shareholders of RAO UES of Russia that vote Against or do not 

participate in voting on the issue of reorganization of RAO UES of Russia 

through a spin-off shall be prepared based on data from the list of persons 

entitled to participate in the extraordinary General Meeting of RAO UES of 

Russia of October 26, 2007. 

3.3.32. If the applicable laws specify that the shares in the joint-stock companies to 

be established during the reorganization shall be allocated to the shareholders 

that do not participate in voting on the issues of reorganization of RAO UES 

of Russia through a spin-off (issue No. 1 on the agenda) in accordance with 

the same procedure as applying to the shareholders that vote "For" the 

resolution on reorganization, the shares in spun-off companies shall be 

placed with such shareholders in accordance with paragraphs 3.3.1, 3.3.3, 

3.3.8.2, 3.3.9.2, 3.3.10.2, 3.3.8.3, 3.3.9.3, 3.3.10.3, 3.3.11.2, 3.3.12.2 and 


3.4. All shares in the companies to be established which remain unallocated among 

the shareholders of RAO UES of Russia in accordance with paragraph 3.3 of this 

resolution shall be deemed to have been acquired by RAO UES of Russia. 

3.5. The authorized capitals of the companies to be established shall be formed out 

of incremental capital and the retained earnings of RAO UES of Russia for prior 

years. 

3.6. Shares in the companies to be established shall be deemed to have been placed 

(allocated among the shareholders of RAO UES of Russia, acquired by RAO 

UES of Russia) on the day of state registration of the companies established as a 

result of reorganization based on the list of persons prepared based on data from 

the RAO UES of Russia Shareholder Register on the date determined by the 

Board of Directors of RAO UES of Russia not later than fifteen (15) business 

days prior to this date. 

For the preparation of the list of persons specified in this paragraph the 

nominee shareholders of RAO UES of Russia, including nominee 

shareholders that opened an account with nominee shareholders, shall 

provide, upon request from the registrar of RAO UES of Russia, data on 

persons for whose benefit they own shares. The above-mentioned data may 

be clarified by nominee holders. 

3.7. The separation balance sheet (Appendix A) shall be approved. 

3.8. Andrei Natanovich Rappoport, member of the Management Board of RAO 

UES of Russia, Managing Director of the "Grids" Business Unit, shall be 

39

appointed to perform the functions of the sole executive body of JSC 

Gosudarstvennii Holding; 

The Board of Directors of JSC Gosudarstvennii Holding, simultaneously 

with the adoption of a resolution on the approval of a resolution on the issue 

of shares in JSC Gosudarstvennii Holding, shall be entitled to terminate the 

authority of the person performing the functions of the sole executive body of 

JSC Gosudarstvennii Holding and appoint any other individual to perform the 

functions of the sole executive body of JSC Gosudarstvennii Holding. 

3.9. Dmitry Sergeyevich Akhanov, Head of the Center for Reform Project 

Implementation of the Reform Management Center of RAO UES of Russia, shall 

be appointed to perform the functions of the sole executive body of JSC 

Gosudarstvennii Holding GidroOGK; 

The Board of Directors of JSC Gosudarstvennii Holding GidroOGK, 

simultaneously with the adoption of a resolution on the approval of a 

resolution on the issue of shares in JSC Gosudarstvennii Holding GidroOGK, 

shall be entitled to terminate the authority of the person performing the 

functions of the sole executive body of JSC Gosudarstvennii Holding 

GidroOGK and appoint any other individual to perform the functions of the 

sole executive body of JSC Gosudarstvennii Holding GidroOGK. 

3.10. Andrei Natanovich Rappoport, member of the Management Board of RAO 

UES of Russia, Managing Director of the "Grids" Business Unit, shall be 

appointed to perform the functions of the sole executive body of JSC 

Minoritarnii Holding FGC UES; 

The Board of Directors of JSC Minoritarnii Holding FGC UES, 


resolution on the issue of shares in JSC Minoritarnii Holding FGC UES, shall 

be entitled to terminate the authority of the person performing the functions 

of the sole executive body of JSC Minoritarnii Holding FGC UES and 

appoint any other individual to perform the functions of the sole executive 

body of JSC Minoritarnii Holding FGC UES. 

3.11. Dmitry Sergeyevich Akhanov, Head of the Center for Reform Project 

Implementation of the Reform Management Center of RAO UES of Russia, shall 

be appointed to perform the functions of the sole executive body of JSC 

Minoritarnii Holding GidroOGK; 

The Board of Directors of JSC Minoritarnii Holding GidroOGK, 


resolution on the issue of shares in JSC Minoritarnii Holding GidroOGK, 

shall be entitled to terminate the authority of the person performing the 

functions of the sole executive body of JSC Minoritarnii Holding GidroOGK 

and appoint any other individual to perform the functions of the sole 

executive body of JSC Minoritarnii Holding GidroOGK. 

3.12. Vladimir Olegovich Volik, Project Manager of the Reorganization 

Commission of RAO UES of Russia, shall be appointed to perform the functions 

of the sole executive body of JSC OGK-1 Holding; 

40

The Board of Directors of JSC OGK-1 Holding, simultaneously with the 

adoption of a resolution on the approval of a resolution on the issue of shares 

in JSC OGK-1 Holding, shall be entitled to terminate the authority of the 

person performing the functions of the sole executive body of JSC OGK-1 

Holding and appoint any other individual to perform the functions of the sole 

executive body of JSC OGK-1 Holding. 

3.13. Yury Broneslavovich Yukhnevich, Head of a Unit of the Strategy Department 

of the Reform Management Center of RAO UES of Russia, shall be appointed to 

perform the functions of the sole executive body of JSC OGK-2 Holding; 







3.14. Maxim Valentinovich Zavalko, First Deputy Head of the Department for 

Corporate Governance and Shareholder Relations of the Corporate Center of 

RAO UES of Russia, shall be appointed to perform the functions of the sole 

executive body of JSC OGK-3 Holding; 







3.15. Dmitry Aleksandrovich Burnashev, Head of the Business Planning 

Department of the Corporate Center of RAO UES of Russia, shall be appointed 

to perform the functions of the sole executive body of JSC OGK-4 Holding; 









perform the functions of the sole executive body of JSC OGK-6 Holding; 







41



of the sole executive body of JSC TGK-1 Holding; 

The Board of Directors of JSC TGK-1 Holding, simultaneously with the 


in JSC TGK-1 Holding, shall be entitled to terminate the authority of the 

person performing the functions of the sole executive body of JSC TGK-1 


executive body of JSC TGK-1 Holding. 

3.18. Igor Alikovich Zenyukov, Deputy Head of the Department for Corporate 

Governance and Shareholder Relations of the Corporate Center of RAO UES of 

Russia, shall be appointed to perform the functions of the sole executive body of 

JSC TGK-2 Holding; 







3.19. Aleksei Romanovich Kachai, Deputy Head of the Strategy Department of the 

Reform Management Center of RAO UES of Russia, shall be appointed to 

perform the functions of the sole executive body of JSC Mosenergo Holding; 

The Board of Directors of JSC Mosenergo Holding, simultaneously with 

the adoption of a resolution on the approval of a resolution on the issue of 

shares in JSC Mosenergo Holding, shall be entitled to terminate the authority 

of the person performing the functions of the sole executive body of JSC 

Mosenergo Holding and appoint any other individual to perform the 

functions of the sole executive body of JSC Mosenergo Holding. 

3.20. Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for 



executive body of JSC TGK-4 Holding; 







3.21. Svyatoslav Anatolyevich Lychagin, Deputy Head of the Department for the 

Regulation of Property Relations of the Corporate Center of RAO UES of 






42




3.22. Maxim Valentinovich Zavalko, First Deputy Head of the Department for 



executive body of JSC Voljskaya TGK Holding; 

The Board of Directors of JSC Voljskaya TGK Holding, simultaneously 


of shares in JSC Voljskaya TGK Holding, shall be entitled to terminate the 


JSC Voljskaya TGK Holding and appoint any other individual to perform the 

functions of the sole executive body of JSC Voljskaya TGK Holding. 

3.23. Oleg Vladimirovich Yevseyenkov, First Deputy Head of the Business 

Planning Department of the Corporate Center of RAO UES of Russia, shall be 

appointed to perform the functions of the sole executive body of JSC UGK 

TGK-8 Holding; 

The Board of Directors of JSC UGK TGK-8 Holding, simultaneously 


of shares in JSC UGK TGK-8 Holding, shall be entitled to terminate the 


JSC UGK TGK-8 Holding and appoint any other individual to perform the 

functions of the sole executive body of JSC UGK TGK-8 Holding. 

3.24. Maxim Leonidovich Volkov, Head of a Unit of the Department for Corporate 












perform the functions of the sole executive body of JSC TGK-10 Holding; 










43









perform the functions of the sole executive body of JSC Kuzbassenergo Holding; 

The Board of Directors of JSC Kuzbassenergo Holding, simultaneously 


of shares in JSC Kuzbassenergo Holding, shall be entitled to terminate the 


JSC Kuzbassenergo Holding and appoint any other individual to perform the 

functions of the sole executive body of JSC Kuzbassenergo Holding. 




JSC Enisei TGK Holding; 

The Board of Directors of JSC Enisei TGK Holding, simultaneously with 


shares in JSC Enisei TGK Holding, shall be entitled to terminate the 


JSC Enisei TGK Holding and appoint any other individual to perform the 

functions of the sole executive body of JSC Enisei TGK Holding. 











3.30. Yevgeny Vyacheslavovich Dod, Director General of RAO UES International, 

shall be appointed to perform the functions of the sole executive body of JSC 

Inter RAO UES Holding; 

The Board of Directors of JSC Inter RAO UES Holding, simultaneously 


of shares in JSC Inter RAO UES Holding, shall be entitled to terminate the 


JSC Inter RAO UES Holding and appoint any other individual to perform the 

functions of the sole executive body of JSC Inter RAO UES Holding. 

44

3.31. Aleksander Ivanovich Kazakov, Director General of OAO MUEK, shall be 

appointed to perform the functions of the sole executive body of JSC Holding 

MRSK; 

The Board of Directors of JSC Holding MRSK, simultaneously with the 


in JSC Holding MRSK, shall be entitled to terminate the authority of the 

person performing the functions of the sole executive body of JSC Holding 

MRSK and appoint any other individual to perform the functions of the sole 

executive body of JSC Holding MRSK. 

3.32. Ivan Valentinovich Blagodyr, Director General of OAO OGK-3, shall be 

appointed to perform the functions of the sole executive body of JSC RAO 

Energy System of East; 

The Board of Directors of JSC RAO Energy System of East, 


resolution on the issue of shares in JSC RAO Energy System of East, shall be 

entitled to terminate the authority of the person performing the functions of 

the sole executive body of JSC RAO Energy System of East and appoint any 

other individual to perform the functions of the sole executive body of JSC 

RAO Energy System of East. 



of the sole executive body of JSC Centerenergyholding; 

The Board of Directors of JSC Centerenergyholding, simultaneously with 


shares in JSC Centerenergyholding, shall be entitled to terminate the 


JSC Centerenergyholding and appoint any other individual to perform the 

functions of the sole executive body of JSC Centerenergyholding. 



of the sole executive body of JSC Sibenergyholding; 

The Board of Directors of JSC Sibenergyholding, simultaneously with 


shares in JSC Sibenergyholding, shall be entitled to terminate the authority of 

the person performing the functions of the sole executive body of JSC 

Sibenergyholding and appoint any other individual to perform the functions 

of the sole executive body of JSC Sibenergyholding. 

3.35. Aleksander Sergeyevich Isayev, Advisor to the Executive Director of OAO 

OGK-3, shall be appointed to perform the functions of the sole executive body of 

JSC Intergeneration. 

The Board of Directors of JSC Intergeneration, simultaneously with the 


in JSC Intergeneration, shall be entitled to terminate the authority of the 

person performing the functions of the sole executive body of JSC 

45

Intergeneration and appoint any other individual to perform the functions of 

the sole executive body of JSC Intergeneration. 

3.36. It shall be specified that the Internal Audit Commission of JSC 

Gosudarstvennii Holding will be composed of 

No. Candidate's Full Name and Position 

1 Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for 


RAO UES of Russia 

2 Anatoly Valerievich Baitov, Head of the Directorate for Financial Control 

and Internal Audit of OAO FGC UES 

3 Sergei Borisovich Sidorov, Head of the Internal Audit Department of the 

Corporate Center of RAO UES of Russia 

4 Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit 

Department of the Corporate Center of RAO UES of Russia 

5 Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of 

the Corporate Center of RAO UES of Russia 


Gosudarstvennii Holding GidroOGK will be composed of 





2 Roman Yuryevich Sorokin, Head of a Unit of the Department for Corporate 

Governance and Shareholder Relations of the Corporate Center of RAO UES 








3.38. It shall be specified that the Internal Audit Commission of JSC Minoritarnii 

Holding FGC UES will be composed of 





2 Marina Alekseyevna Lelekova, Deputy Head of the Directorate for Financial 

Control and Internal Audit of OAO FGC UES 




46




3.39. It shall be specified that the Internal Audit Commission of JSC Minoritarnii 

Holding GidroOGK will be composed of: 





2 Maxim Mikhailovich Saukh, Head of a Unit of the Department for Corporate 









3.40. It shall be specified that the Internal Audit Commission of JSC OGK-1 

Holding will be composed of 


1 Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for 






47










































48


























3.45. It shall be specified that the Internal Audit Commission of JSC TGK-1 















49
















3.47. It shall be specified that the Internal Audit Commission of JSC Mosenergo 


















1 Sergei Olegovich Erdenko - Senior Expert of the Department for Corporate 









50



















3.50. It shall be specified that the Internal Audit Commission of JSC Voljskaya 

TGK Holding will be composed of 














3.51. It shall be specified that the Internal Audit Commission of JSC UGK TGK-8 








51










































52













Kuzbassenergo Holding will be composed of 














3.56. It shall be specified that the Internal Audit Commission of JSC Enisei TGK 















53
















3.58. It shall be specified that the Internal Audit Commission of JSC Inter RAO 

UES Holding will be composed of 


1 Andrei Sergeyevich Fomin, Deputy Head of a Unit of the Ministry of 

Industry and Energy of the Russian Federation 

2 Andrei Nikolayevich Kobzev, Head of a Unit of the Federal Energy Agency 

3 Viktor Yuryevich Lebedev, Deputy Head of a Unit of the Ministry for 

Economic Development and Trade of the Russian Federation 

4 Viktoriya Vladimirovna Oseledko, Head of a Unit of the Ministry of Industry 

and Energy of the Russian Federation 



3.59. It shall be specified that the Internal Audit Commission of JSC Holding 

MRSK will be composed of 


1 Andrei Sergeyevich Fomin, Deputy Head of a Unit of the Ministry of 






4 Viktoriya Vladimirovna Oseledko, Head of a Unit of the Ministry of Industry 

and Energy of the Russian Federation 

5 Aleksander Borisovich Rutenberg, Deputy Head of a Division of the Federal 

Energy Agency 

54

3.60. It shall be specified that the Internal Audit Commission of JSC RAO Energy 

System of East will be composed of 


1 Maxim Genrikhovich Balashov, Deputy Director of a Department of the 

Ministry of Industry and Energy of the Russian Federation 






5 Aleksander Borisovich Rutenberg, Deputy Head of a Division of the Federal 

Energy Agency 


Centerenergyholding will be composed of 


1 Roman Yuryevich Sorokin, Head of a Unit of the Department for Corporate 













Sibenergyholding will be composed of 




2 Tatiana Ivanovna Marinina, Chief Specialist of OAO SUEK. 

3 Sofiya Ivanovna Mokhnachevskaya, Chief Specialist, Expert in the valuation 

of assets and mineral reserves of OAO SUEK. 

4 Yekaterina Dmitrievna Inozemtseva, Head of the Division for Audit of Power 

Industry Enterprises of OAO SUEK. 

5 Svetlana Anatolyevna Dorokhova, Chief Specialist of the In-House Audit 

Division of OAO SUEK. 


Intergeneration will be composed of 

55














3.64. The register of owners of issue-grade securities of each company to be 

established shall be maintained by: 

1. OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, 

dom 3, korp. V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, 

str. 8 for JSC Gosudarstvennii Holding; 



str. 8 for JSC Gosudarstvennii Holding GidroOGK; 



str. 8 for JSC Minoritarnii Holding FGC UES; 



str. 8 for JSC Minoritarnii Holding GidroOGK; 



str. 8 for JSC OGK-1 Holding; 




7. ZAO STATUS Registration Company located at: 109544, Moscow, ul. 

Dobrovolcheskaya, d. 1/64 for JSC OGK-3 Holding; 









str. 8 for JSC TGK-1 Holding; 

56




12. ZAO Reestr-Servis Specialized Registrar located at: 115035, Russia, 

Moscow, ul. Sadovnicheskaya, d. 15 for JSC Mosenergo Holding; 









str. 8 for JSC Voljskaya TGK Holding; 



str. 8 for JSC UGK TGK-8 Holding; 












str. 8 for JSC Kuzbassenergo Holding; 



str. 8 for JSC Enisei TGK Holding; 




23. ZAO Novyi Registrator located at: 107023, Moscow, ul. Buzheninova, dom 

30, 2 nd floor, postal address: 107023, Moscow, ul. Buzheninova, dom 30 for 

JSC Inter RAO UES Holding; 


Dobrovolcheskaya, d. 1/64 for JSC Holding MRSK; 


Dobrovolcheskaya, d. 1/64 for JSC RAO Energy System of East; 


Dobrovolcheskaya, d. 1/64 for JSC Centerenergyholding; 

57


Dobrovolcheskaya, d. 1/64 for JSC Sibenergyholding; 


Dobrovolcheskaya, d. 1/64 for JSC Intergeneration. 

If a company which, pursuant to a resolution of this General Meeting of 

Shareholders, will take over a company to be established pursuant to this resolution 

changes its registrar, such registrar shall simultaneously be the registrar of the 

established company concerned. 

If a company to be spun off pursuant to this resolution is to be taken over by 

another company, yet this takeover proves impossible due to the conditions 

envisioned by this resolution, this spun-off company shall be deemed to have been 

established in accordance with article 19 of the Federal Law "On Joint-Stock 

Companies" and the registrar of such company shall be ZAO STATUS Registration 

Company located at: 109544, Moscow, ul. Dobrovolcheskaya, d. 1/64. 

3.65. The Articles of Association of JSC Gosudarstvennii Holding (Appendix 1) 

shall be approved. 

3.66. The Articles of Association of JSC Gosudarstvennii Holding GidroOGK 

(Appendix 2) shall be approved. 

3.67. The Articles of Association of JSC Minoritarnii Holding FGC UES 


3.68. The Articles of Association of JSC Minoritarnii Holding GidroOGK 


3.69. The Articles of Association of JSC OGK-1 Holding (Appendix 5) shall be 

approved. 


approved. 


approved. 


approved. 


approved. 

3.74. The Articles of Association of JSC TGK-1 Holding (Appendix 10) shall be 

approved. 


approved. 

3.76. The Articles of Association of JSC Mosenergo Holding (Appendix 12) shall 

be approved. 


approved. 


approved. 

3.79. The Articles of Association of JSC Voljskaya TGK Holding (Appendix 15) 


58

3.80. The Articles of Association of JSC UGK TGK-8 Holding (Appendix 16) shall 

be approved. 


approved. 


approved. 


approved. 

3.84. The Articles of Association of JSC Kuzbassenergo Holding (Appendix 20) 


3.85. The Articles of Association of JSC Enisei TGK Holding (Appendix 21) shall 

be approved. 


approved. 

3.87. The Articles of Association of JSC Inter RAO UES Holding (Appendix 23) 


3.88. The Articles of Association of JSC Holding MRSK (Appendix 24) shall be 

approved. 

3.89. The Articles of Association of JSC RAO Energy System of East (Appendix 

25) shall be approved. 

3.90. The Articles of Association of JSC Centerenergyholding (Appendix 26) shall 

be approved. 

3.91. The Articles of Association of JSC Sibenergyholding (Appendix 27) shall be 

approved. 

3.92. The Articles of Association of JSC Intergeneration (Appendix 28) shall be 

approved. 

3.93. A company to be established shall not be subject to takeover as provided for 

by the takeover agreement and such company shall be deemed to have been 

established in accordance with article 19 of the Federal Law "On Joint-Stock 

Companies". 

3.94. As of the adoption of this resolution until the completion of reorganization of 

RAO UES of Russia, RAO UES of Russia shall not be entitled to dispose of, 

pledge and execute any other transactions which lead or may lead to the disposal 

or encumbrance of the shares in OAO FGC UES, OAO HydroOGK, OAO OGK- 

1, OAO OGK-2, OAO OGK-3, OAO OGK-4, OAO OGK-6, OAO TGK-1, 

OAO TGK-2, OAO Mosenergo, OAO TGK-4, OAO TGK-6, OAO Volzhskaya 

TGK, OAO YUGK TGK-8, OAO TGK-9, OAO TGK-10, OAO TGK-11, OAO 

Kuzbassenergo, OAO Yeniseiskaya TGK (TGK-13), OAO TGK-14 in an 

amount exceeding the total number of shares in each above-mentioned company, 

which in accordance with the separation balance sheet of RAO UES of Russia 

approved by this resolution are allocated to JSC Gosudarstvennii Holding and 

JSC Gosudarstvennii Holding GidroOGK. 

3.95. The identification of the legal entities named in this resolution, including in 

case of change in their name and/or location, shall be carried out using the 

59

following primary state registration numbers (OGRN) (for Russian legal entities) 

or registration number (for MADAKE ENTERPRISES COMPANY LIMITED): 

29. OAO FGC UES - OGRN: 1024701893336; 

30. OAO HydroOGK - OGRN: 1042401810494; 

31. OAO OGK-1 - OGRN: 1057200597960; 

32. OAO OGK-2 - OGRN: 1052600002180; 

33. OAO OGK-3 - OGRN: 1040302983093; 

34. OAO OGK-4 - OGRN: 1058602056985; 

35. OAO OGK-6 - OGRN: 1056164020769; 

36. OAO TGK-1 - OGRN: 1057810153400; 

37. OAO TGK-2 - OGRN: 1057601091151; 

38. OAO Mosenergo - OGRN: 1027700302420; 

39. OAO TGK-4 - OGRN: 1056882304489; 

40. OAO TGK-6 -OGRN: 1055230028006; 

41. OAO Volzhskaya TGK - OGRN: 1056315070350; 

42. OAO YUGK TGK-8 - OGRN: 1053000012790; 

43. OAO TGK-9 - OGRN: 1045900550024; 

44. OAO TGK-10 - OGRN: 1058602102437; 

45. OAO TGK-11 - OGRN: 1055406226237; 

46. OAO Kuzbassenergo - OGRN: 1024200678260; 

47. OAO Yeniseiskaya TGK (TGK-13) - OGRN: 1051901068020; 

48. OAO TGK-14 - OGRN: 1047550031242; 

49. OAO Sochinskaya TPP - OGRN: 1022302933630. 

50. OOO Gazoenergeticheskaya Kompaniya - OGRN: 1037739465004; 

51. OJSC MMC NORILSK NICKEL - OGRN: 1028400000298; 

52. MADAKE ENTERPRISES COMPANY LIMITED – registration number: 

201936, the Republic of Cyprus. 

3.96. Disputes, controversies and requirements arising among the companies spun 

off from RAO UES of Russia (their legal successors), including all disputes in 

connection with the adopted decisions concerning the reorganization of RAO 

UES of Russia, shall be settled in accordance with the existing dispute reference 

agreements among them. 

Number of votes held by the persons included in the list of 

43,116,903,368 

persons entitled to participate in the general meeting 

Number of votes held by the persons that participated in the 

33,396,122,096 

general meeting for this issue on the general meeting agenda 

Number of votes cast for each voting option 

quorum was reached 

For 31,870,833,716 95.4327% 

Against 1,087,045,216 3.2550% 

Abstained 60,406,536 0.1809% 

The resolution was adopted. 

For issue 2: 

The Board of Directors of of JSC Gosudarstvennii Holding composed of the 

following members shall be elected: 

60

No. Candidate’s Full Name and Position 

1. 

Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting 

Group 

2. 

Grigory Yuryevich Glazkov - Independent Consultant (candidate to the RSPP register of 

independent directors) 

3. Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of 

Professional Directors 

4. Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional 

Directors 

5. Valery Vassilyevich Nepsha - Deputy Director General of the Institute of Professional 

Directors 

6. 

Aleksander Nikolayevich Chistyakov - First Deputy Chairman of the Management Board, 

Federal Grid Company 

7. 

Mikhail Yuryevich Tuzov - Deputy Chairman of the Management Board, Federal Grid 

Company 

8. Andrei Natanovich Rappoport - Chairman of the Management Board, Federal Grid 

Company 

9. Yury Vladimirovich Goncharov - Deputy Head of the Corporate Governance Department 

of OAO FGC UES, Head of the Company Development Section 

10. 

Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform 

Management Center of RAO UES of Russia 

11. 

Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform 


12. 

Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform 


13. 

Igor Stepanovich Kozhukhovsky - Head of the Economic Policy Department of the 


14. Aleksander Sergeyevich Kovalev - Deputy Head of the Financial Policy Department of the 


15. 

Dmitry Aleksandrovich Burnashev - Head of the Business Planning Department of the 



646,753,550,520 


cumulative voting 



Number of votes cast for each candidate: 

357,036,048,015 



1. Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting Group: 

22,876,960,815 (6.4075%) 

2. Grigory Yuryevich Glazkov - Independent Consultant (candidate to the RSPP register of 

independent directors): 22,719,886,968 (6.3635%) 

3. Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of Professional 

Directors: 22,760,543,538 (6.3749%) 


Directors: 22,720,691,633 (6.3637%) 


Directors: 22,722,586,235 (6.3642%) 

6. Aleksander Nikolayevich Chistyakov - First Deputy Chairman of the Management Board, 

Federal Grid Company: 22,720,473,942 (6.3636%) 

7. Mikhail Yuryevich Tuzov - Deputy Chairman of the Management Board, Federal Grid 

Company: 23,405,239,815 (6.5554%) 

61

8. Andrei Natanovich Rappoport - Chairman of the Management Board, Federal Grid Company: 

22,817,163,243 (6.3907%) 

9. Yury Vladimirovich Goncharov - Deputy Head of the Corporate Governance Department of 

OAO FGC UES, Head of the Company Development Section: 22,718,601,215 (6.3631%) 

10. Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform 

Management Center of RAO UES of Russia: 22,810,788,208 (6.3889%) 

11. Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform 


12. Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform 


13. Igor Stepanovich Kozhukhovsky - Head of the Economic Policy Department of the Corporate 

Center of RAO UES of Russia: 22,720,880,058 (6.3637%) 


Corporate Center of RAO UES of Russia: 22,717,894,488 (6.3629%) 

15. Dmitry Aleksandrovich Burnashev - Head of the Business Planning Department of the 


Number of votes cast against all candidates: 

6,637,387,710 

% of the total number of cumulative votes: 

Abstained (for all candidates): 


1.8590% 

490,777,995 

0.1375% 

Fifteen candidates receiving the largest quantities of votes are deemed to be elected 

to the Board of Directors of JSC Gosudarstvennii Holding. 


For issue 3: 

The Board of Directors of JSC Gosudarstvennii Holding GidroOGK composed 

of the following members shall be elected: 


1. 

Dmitry Viktorovich Shtykov - Director General of the Foundation INSTITUTE OF 

PROFESSIONAL DIRECTORS 



3. 

Khvicha Patayevich Kharchilava - Advisor to the Foundation Institute of Professional 

Directors 

4. 

Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional 

Directors 

5. 

Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional 

Directors 

6. Dmitry Sergeyevich Akhanov - Head of the Center for Implementation of Reform 

Projects of the Reform Management Center of RAO UES of Russia 

7. Yelena Villenovna Ekzarkho - Chief Expert of the Market Department of the Reform 


8. 

Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the 

Reform Management Center of RAO UES of Russia 

9. 



10. 

Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform 


62

11. 

12. 

13. 

14. 

15. 





Aleksander Sergeyevich Kovalev - Deputy Head of the Financial Policy Department of 


Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance 

and Shareholder Relations of the Corporate Center of RAO UES of Russia 

Mikhail Vladimirovich Smirnov - Head of Section of the Department for Corporate 

Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia 






646,753,550,520 


357,036,048,015 



1. Dmitry Viktorovich Shtykov - Director General of the Foundation INSTITUTE OF 

PROFESSIONAL DIRECTORS: 22,843,368,361 (6.3981%) 


Directors: 22,750,461,533 (6.3720%) 

3. Khvicha Patayevich Kharchilava - Advisor to the Foundation Institute of Professional 

Directors: 22,726,690,043 (6.3654%) 

4. Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional Directors: 

22,721,881,968 (6.3640%) 

5. Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional Directors: 

22,717,382,948 (6.3628%) 

6. Dmitry Sergeyevich Akhanov - Head of the Center for Implementation of Reform Projects of 

the Reform Management Center of RAO UES of Russia: 23,527,063,811 (6.5895%) 



8. Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the Reform 




10. Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform 








14. Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and 

Shareholder Relations of the Corporate Center of RAO UES of Russia: 22,721,866,893 

(6.3640%) 

15. Mikhail Vladimirovich Smirnov - Head of Section of the Department for Corporate 

Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia: 

22,722,168,838 (6.3641%) 


6,649,284,570 


1.8624% 

63


483,087,685 


0.1353% 


to the Board of Directors of JSC Gosudarstvennii Holding GidroOGK. 


For issue 4: 

The Board of Directors of JSC Minoritarnii Holding FGC UES composed of 

the following members shall be elected: 


1. 


Group 






Directors 

5. 


Directors 

6. 

Mikhail Yuryevich Tuzov - Deputy Chairman of the Management Board of OAO FGC 

UES 

7. 

Aleksander Nikolayevich Chistyakov - First Deputy Chairman of the Management Board, 

Federal Grid Company 

8. Andrei Natanovich Rappoport - Chairman of the Management Board, Federal Grid 

Company 

9. 

Dmitry Sergeyevich Akhanov - Head of the Center for Implementation of Reform Projects 

of the Reform Management Center of RAO UES of Russia 

10. 



11. 



12. 

Sergey Olegovich Erdenko - Chief Expert of the Department for Corporate Governance 


13. Andrey Vladimirovich Gabov - Head of the Department for Corporate Governance and 

Shareholder Relations of the Corporate Center of RAO UES of Russia 

14. 




15. 

16. 


Irina Aleksandrovna Ashkenazy - Head of the Gas Complex Economy and Development 

Office of the Gas Complex Directorate of MMC Norilsk Nickel 

17. Pavel Borisovich Matveyev - Chief Manager for Investments of ZAO Interros 

18. Larisa Borisovna Melnik - Manager for Investments of ZAO Interros 





646,753,550,520 


500,941,831,440 



64



24,953,092,594 (4.9812%) 




Directors: 17,854,838,523 (3.5643%) 


Directors: 17,036,936,644 (3.4010%) 


Directors: 12,021,689,286 (2.3998%) 

6. Mikhail Yuryevich Tuzov - Deputy Chairman of the Management Board, Federal Grid 

Company: 29,879,476,373 (5.9647%) 

7. Aleksander Nikolayevich Chistyakov - First Deputy Chairman of the Management Board, 

Federal Grid Company: 28,984,937,577 (5.7861%) 

8. Andrei Natanovich Rappoport - Chairman of the Management Board, Federal Grid Company: 

28,747,504,553 (5.7387%) 







12. Sergey Olegovich Erdenko - Chief Expert of the Department for Corporate Governance and 


(5.2602%) 



(5.1869%) 





16. Irina Aleksandrovna Ashkenazy - Head of the Gas Complex Economy and Development 

Office of the Gas Complex Directorate of MMC Norilsk Nickel: 8,986,299,167 (1.7939%) 

17. Pavel Borisovich Matveyev - Chief Manager for Investments of ZAO Interros 8,988,070,278 

(1.7942%) 

18. Larisa Borisovna Melnik - Manager for Investments of ZAO Interros: 8,895,755,346 

(1.7758%) 


7,162,241,130 


1.4298% 


6,073,155,740 


1.2123% 


to the Board of Directors of JSC Minoritarnii Holding FGC UES. 


For issue 5: 

65

The Board of Directors of JSC Minoritarnii Holding GidroOGK composed of 

the following members shall be elected: 



1. 


Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of 

2. 

the Rights of Investors 

3. 

Valery Vassilyevich Nepsha - Deputy Director General of the Institute of Professional 

4. 

Directors 

Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors 

5. Yanina Anatolyevna Denisenko - Head of the Organisation Section of the Foundation 

INSTITUTE OF PROFESSIONAL DIRECTORS 





8. 



9. 

Roman Yuryevich Sorokin - Head of Section of the Department for Corporate Governance 


10. 

Maxim Leonidovich Volkov - Head of Section of the Department for Corporate 




12. 

Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the 


13. 



14. 




15. 

16. 


Irina Aleksandrovna Ashkenazy - Head of the Gas Complex Economy and Development 









646,753,550,520 cumulative 

voting 

500,941,831,440 





2. Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of the 

Rights of Investors: 16,949,609,025 (3.3835%) 


Directors: 17,921,050,555 (3.5775%) 

4. Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors: 

15,815,537,043 (3.1572%) 

66


INSTITUTE OF PROFESSIONAL DIRECTORS: 12,667,684,196 (2.5288%) 



(6.1845%) 





9. Roman Yuryevich Sorokin - Head of Section of the Department for Corporate Governance and 


(5.8611%) 

10. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate Governance 

and Shareholder Relations of the Corporate Center of RAO UES of Russia: 29,032,319,604 

(5.7955%) 



12. Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the 

Reform Management Center of RAO UES of Russia: 27,898,606,616 (5.5692%) 









17. Pavel Borisovich Matveyev - Chief Manager for Investments of ZAO Interros: 9,567,592,557 

(1.9099%) 


(1.7738%) 


7,219,166,250 


1.4411% 


6,098,151,150 


1.2173% 


to the Board of Directors of JSC Minoritarnii Holding GidroOGK. 


For issue 6: 

The Board of Directors of JSC OGK-1 Holding composed of the following 

members shall be elected: 



1. 



2. 

Directors 

67

3. 

4. 

Grigory Mikhailovich Kharenko - Senior Lecturer of the Department of Statistics, 

Accounting and Audit of the St. Petersburg State University; Assistant Professor of the 

Department of Civil Disciplines of the St. Petersburg Institute of External Economic 

Relations, Economy and Law (candidate to the RSPP register of independent directors) 


5. 

Group 

Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional Directors 

6. Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning 


7. Maxim Leonidovich Volkov - Head of Section of the Department for Corporate 


8. 

Vladimir Yevgenyevich Avetisyan - Member of the Management Board, Managing 

Director of RAO UES of Russia (Business Unit No. 2) 

9. 

Yury Anatolyevich Zhelyabovsky - Head of the Economic Planning and Financial Control 

Department of Business Unit No. 2 of RAO UES of Russia 

10. 

Yelena Nikolayevna Ulanovskaya - Head of Section of the Corporate Governance 


11. Madina Mukharbiyevna Suyunova - Chief Expert of the Strategy Department of the 


12. Polina Valentinovna Strizhenko - Deputy Head of the Market Department of the Reform 


13. 

Vladimir Olegovich Volik - Project Manager of the Reorganisation Commission of RAO 

UES of Russia 

14. 



15. 








646,753,550,520 


500,941,831,440 






Directors: 24,821,079,572 (4.9549%) 

3. Grigory Mikhailovich Kharenko - Senior Lecturer of the Department of Statistics, Accounting 

and Audit of the St. Petersburg State University; Assistant Professor of the Department of Civil 

Disciplines of the St. Petersburg Institute of External Economic Relations, Economy and Law 

(candidate to the RSPP register of independent directors): 24,704,792,101 (4.9317%) 


24,676,589,047 (4.9260%) 

5. Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional Directors: 

24,620,818,685 (4.9149%) 

6. Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning Department of 

the Corporate Center of RAO UES of Russia: 24,754,571,635 (4.9416%) 



(5.1780%) 

68

8. Vladimir Yevgenyevich Avetisyan - Member of the Management Board, Managing Director of 

RAO UES of Russia (Business Unit No. 2): 25,039,758,548 (4.9985%) 

9. Yury Anatolyevich Zhelyabovsky - Head of the Economic Planning and Financial Control 

Department of Business Unit No. 2 of RAO UES of Russia: 24,692,868,817 (4.9293%) 

10. Yelena Nikolayevna Ulanovskaya - Head of Section of the Corporate Governance Department 

of Business Unit No. 2 of RAO UES of Russia: 24,666,240,052 (4.9240%) 

11. Madina Mukharbiyevna Suyunova - Chief Expert of the Strategy Department of the Reform 




13. Vladimir Olegovich Volik - Project Manager of the Reorganisation Commission of RAO UES 

of Russia: 24 636,777,016 (4.9181%) 






7,220,622,885 


1.4414% 


24,829,565,346 


4.9566% 


to the Board of Directors of JSC OGK-1 Holding. 


For issue 7: 






2. 


Directors 

3. 

Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional 

Directors 

4. Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of 


5. 

Yanina Anatolyevna Denisenko - Head of the Organisation Section of the Foundation 


6. 

Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation 


7. 





9. Mikhail Eduardovich Lisyansky - Deputy Managing Director of RAO UES of Russia 

(Business Unit No. 2) 

10. Oleg Valentinovich Dunin - Head of the Project Implementation Support Department of 

Business Unit No. 2 of RAO UES of Russia 

69

11. 

12. 

13. 

14. 

15. 

Madina Mukharbiyevna Suyunova - Chief Expert of the Strategy Department of the 






Natalya Vyacheslavovna Zaikina - First Deputy Head of the Market Department of the 









646,753,550,520 


500,941,831,440 




Directors: 25,030,571,686 (4.9967%) 


Directors: 24,802,403,844 (4.9512%) 

3. Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional 

Directors: 24,900,352,049 (4.9707%) 





6. Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation 

Department of the Corporate Center of RAO UES of Russia: 24,990,007,840 (4.9886%) 



(5.0058%) 



(5.1255%) 

9. Mikhail Eduardovich Lisyansky - Deputy Managing Director of RAO UES of Russia (Business 

Unit No. 2): 24,985,771,039 (4.9878%) 


Business Unit No. 2 of RAO UES of Russia: 24,822,004,896 (4.9551%) 







14. Natalya Vyacheslavovna Zaikina - First Deputy Head of the Market Department of the 





7,226,097,345 


1.4425% 

70


28,762,382,071 


5.7417% 




For issue 8: 





1. 


Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of 

2. 

3. 


Grigory Mikhailovich Kharenko - Senior Lecturer of the Department of Statistics, 




4. Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional Directors 

5. 

6. 

7. 

8. 

9. 

10. 

11. 

12. 

13. 

14. 

15. 

16. 


Directors 





Maxim Valentinovich Zavalko - First Deputy Head of the Department for Corporate 


Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the 

Management Board of RAO UES of Russia for the Energy Industry of the Far East and 

Eastern Siberia 

Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning 








Natalya Viktorovna Zaytseva - Chief Expert of the Reform Management Center of RAO 




Irina Aleksandrovna Ashkenazy – Head of the Gas Complex Economy and Development 


17. Sergey Nikolayevich Boyko - Advisor to Executive Director of OAO OGK-3 

Anton Aleksandrovich Bazhenov - Main Specialist of the Subsidiaries and Dependent 

18. Companies’ Operations Support Section of the Subsidiaries and Dependent Companies 

Office of the Corporate Department of MMC Norilsk Nickel 

19. Aleksander Sergeyevich Isayev - Advisor to Executive Director of OAO OGK-3 

71

20. Yury Yuryevich Kalabin - Deputy Director General for Logistics of OAO OGK-3 

21. Dmitry Mikhailovich Katiyev - Financial Director of OAO OGK-3 

22. 

Svetlana Nikolayevna Kuznetsova – Main Specialist of the Subsidiaries and Dependent 

Companies’ Operations Support Section of the Subsidiaries and Dependent Companies 



24. Pavel Borisovich Matveyev - Advisor to Executive Director of OAO OGK-3 


26. 

27. 

Vadim Oganezovich Nalbandyan - Main Specialist of the Subsidiaries and Dependent 



Tatyana Vasilyevna Potarina – Main Specialist of the Subsidiaries and Dependent 



28. Yury Stepanovich Sablukov - Advisor to Executive Director of OAO OGK-3 

29. 

Margarita Vyacheslavovna Uymenova - Main Specialist of the Subsidiaries and Dependent 



30. Pavel Vyacheslavovich Shumov- Advisor to Executive Director of OAO OGK-3 






646,753,550,520 


500,941,831,440 






Directors: 22,829,118,474 (4.5572%) 






15,877,571,539 (3.1695%) 


10,969,509,655 (2.1898%) 





(5.8400%) 

8. Maxim Valentinovich Zavalko - First Deputy Head of the Department for Corporate 


28,975,718,560 (5.7842%) 

9. Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the Management 

Board of RAO UES of Russia for the Energy Industry of the Far East and Eastern Siberia: 

28,010,390,401 (5.5915%) 

10. Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning Department 

of the Corporate Center of RAO UES of Russia: 27,957,707,614 (5.5810%) 

72







14. Natalya Viktorovna Zaytseva - Chief Expert of the Reform Management Center of RAO UES 

of Russia: 25,908,728,651 (5.1720%) 





17. Sergey Nikolayevich Boyko - Advisor to Executive Director of OAO OGK-3: 2,451,684,730 

(0.4894%) 

18. Anton Aleksandrovich Bazhenov - Main Specialist of the Subsidiaries and Dependent 

Companies’ Operations Support Section of the Subsidiaries and Dependent Companies Office of 

the Corporate Department of MMC Norilsk Nickel: 2,312,895,190 (0.4617%) 

19. Aleksander Sergeyevich Isayev - Advisor to Executive Director of OAO OGK-3: 

2,289,725,066 (0.4571%) 

20. Yury Yuryevich Kalabin - Deputy Director General for Logistics of OAO OGK-3: 

2,366,376,003 (0.4724%) 

21. Dmitry Mikhailovich Katiyev - Financial Director of OAO OGK-3: 2,391,578,245 (0.4774%) 

22. Svetlana Nikolayevna Kuznetsova - Main Specialist of the Subsidiaries and Dependent 




(0.5890%) 

24. Pavel Borisovich Matveyev - Advisor to Executive Director of OAO OGK-3: 2,266,427,167 

(0.4524%) 


(0.4508%) 

26. Vadim Oganezovich Nalbandyan - Main Specialist of the Subsidiaries and Dependent 



27. Tatyana Vasilyevna Potarina - Main Specialist of the Subsidiaries and Dependent Companies’ 

Operations Support Section of the Subsidiaries and Dependent Companies Office of the 

Corporate Department of MMC Norilsk Nickel: 2,264,620,472 (0.4521%) 

28. Yury Stepanovich Sablukov - Advisor to Executive Director of OAO OGK-3: 2,260,965,133 

(0.4513%) 

29. Margarita Vyacheslavovna Uymenova - Main Specialist of the Subsidiaries and Dependent 



30. Pavel Vyacheslavovich Shumov- Advisor to Executive Director of OAO OGK-3: 

2,267,576,348 (0.4527%) 


7,217,035,875 


1.4407% 


11,959,797,871 


2.3875% 



73


For issue 9: 




Oleg Vasilyevich Kulikov - Director General of the All-Russia Industrial Association of 

1. Employers in the Electric Power Industry (candidate to the RSPP register of independent 

directors) 


Directors 

3. 

Grigory Yuryevich Glazkov - Independent Consultant (candidate to the RSPP register of 



Directors 

5. Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection 

of the Rights of Investors 



7. 



8. 

Yury Pavlovich Makushin - Deputy Managing Director of RAO UES of Russia 


9. 

Mikhail Eduardovich Lisyansky - Deputy Managing Director of RAO UES of Russia 


10. 

Dmitry Vasilyevich Fedorchuk - Head of the Corporate Governance Department of 




12. 

Natalya Viktorovna Zaytseva - Chief Expert of the Reform Management Center of RAO 


13. Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the 


14. 

Vladimir Olegovich Volik - Project Manager of the Reorganisation Commission of RAO 


15. 








646,753,550,520 


500,941,831,440 



1. Oleg Vasilyevich Kulikov - Director General of the All-Russia Industrial Association of 

Employers in the Electric Power Industry (candidate to the RSPP register of independent 

directors): 25,029,638,505 (4.9965%) 


Directors: 24,945,413,181 (4.9797%) 



74


Directors: 25,387,874,724 (5.0680%) 







(4.9970%) 

8. Yury Pavlovich Makushin - Deputy Managing Director of RAO UES of Russia (Business Unit 

No. 2): 24,823,989,210 (4.9555%) 


Unit No. 2): 24,824,380,070 (4.9555%) 

10. Dmitry Vasilyevich Fedorchuk - Head of the Corporate Governance Department of Business 

Unit No. 2 of RAO UES of Russia: 24,772,710,237 (4.9452%) 






Management Center of RAO UES of Russia 24,778,267,354 (4.9463%) 


of Russia 24,810,222,326 (4.9527%) 




7,224,805,560 


1.4422% 


28,798,714,636 


5.7489% 




For issue 10: 





1. 

Directors 


2. 

Directors 

Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional 

3. 

Directors 

Aleksander Viktorovich Varvarin - Director of the RSPP Corporate Relations 

4. 

Department (candidate to the RSPP register of independent directors) 

Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional 

5. 

6. 

Directors 



75

7. 

8. 

9. 

10. 

11. 

12. 

13. 

14. 

15. 



Maxim Valentinovich Zavalko - First Deputy Head of the Department for Corporate 


Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the 



Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning 






Natalya Vyacheslavovna Zaikina - First Deputy Head of the Market Department of the 




Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the 







646,753,550,520 


500,941,831,440 




Directors: 25,247,713,022 (5.0400%) 


24,833,468,062 (4.9574%) 


Directors: 25,512,574,139 (5.0929%) 

4. Aleksander Viktorovich Varvarin - Director of the RSPP Corporate Relations Department 



Directors: 24,943,705,242 (4.9794%) 





(5.0634%) 



25,128,523,691 (5.0163%) 



25,004,611,541 (4.9915%) 





76










7,228,782,390 


1.4430% 


28,754,403,121 


5.7401% 




For issue 11: 

The Board of Directors of JSC TGK-1 Holding composed of the following 



1 Yanina Anatolyevna Denisenko - Head of the Organisation Section of the Foundation 


2 Maxim Aleksandrovich Yeremeyev - Advisor to the Foundation Institute of Professional 

Directors 

3 Grigory Mikhailovich Kharenko - Senior Lecturer of the Department of Statistics, 




4 Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors 

5 Oleg Vasilyevich Kulikov - Deputy Executive Director of the Association for Protection 


6 Svyatoslav Anatolyevich Lychagin - Deputy Head of the Property Relations Regulation 


7 Maxim Leonidovich Volkov - Head of Section of the Department for Corporate 


8 Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance 


9 Dmitry Eduardovich Selyutin - Authorised Representative of the Chairman of the 



10 Oleg Vladimirovich Yevseyenkov - First Deputy Head of the Business Planning 


11 Natalya Vyacheslavovna Zaikina - First Deputy Head of the Market Department of the 


12 Yury Vitalyevich Loginov - Chief Expert of the Strategy Department of the Reform 


13 Maxim Nikolayevich Bunyakin - Chief Expert of the Strategy Department of the Reform 


77

14 Yan Aleksandrovich Zuyev - Chief Expert of the Strategy Department of the Reform 


15 Vyacheslav Mikhailovich Dolgikh - Deputy Head of the Regulatory Support Department 


Number of votes held by the persons included in the list o 





646,753,550,520 


500,941,831,440 






Directors: 24,853,926,128 (4.9614%) 





4 Maxim Igorevich Shulin - Advisor to the Foundation Institute of Professional Directors: 

24,852,978,377 (4.9613%) 

5. Oleg Vasilyevich Kulikov - Deputy Executive Director of the Association for Protection of the 






(5.0067%) 



(5.1538%) 



24,949,015,079 (4.9804%) 











15. Vyacheslav Mikhailovich Dolgikh - Deputy Head of the Regulatory Support Department of 






7,218,444,945 

1.4410% 

28,763,582,791 

5.7419% 

78


to the Board of Directors of JSC TGK-1 Holding. 


For issue 12: 




1 Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional 

Directors 


Directors 

3 Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional 

Directors 

4 Oleg Vasilyevich Kulikov - Director General of the All-Russia Industrial Association of 


directors) 

5 Aleksander Kirillovich Obraztsov - Advisor to the Foundation Institute of Professional 

Directors 












11 Yelena Villenovna Ekzarkho - Chief Expert of the Market Department of the Reform 


12 Yury Bronislavovich Yukhnevich - Head of Section of the Strategy Department of the 






15 Polina Valentinovna Strizhenko - Deputy Head of the Market Department of the Reform 







646,753,550,520 


500,941,831,440 




24,991,792,650 (4.9890%) 


Directors: 24,837,633,492 (4.9582%) 

79


25,084,713,052 (5.0075%) 



directors): 24,947,656,282 (4.9802%) 


Directors: 24,927,225,651 (4.9761%) 





(5.0657%) 



(5.1041%) 



25,007,490,187 (4.9921%) 














7,228,819,230 


1.4430% 


28,767,771,721 


5.7427% 




For issue 13: 

The Board of Directors of JSC Mosenergo Holding composed of the following 





directors) 

2 Grigory Yuryevich Glazkov - Independent Consultant (candidate to the RSPP register of 


3 Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection 


80

4 Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional 

Directors 

5 Dmitry Viktorovich Shtykov - Director General of the Foundation INSTITUTE OF 




























646,753,550,520 


500,941,831,440 





directors): 25,129,270,150 (5.0164%) 






24,896,910,931 (4.9700%) 







(5.0070%) 



(5.1268%) 

81



24,984,186,785 (4.9874%) 














7,241,331,930 


1.4455% 


28,747,159,132 


5.7386% 


to the Board of Directors of JSC Mosenergo Holding. 


For issue 14: 





Directors 



directors) 




Directors 














82









14 Tatyana Vladimirovna Kochetkova - Head of Section of the Market Department of the 


15 Natalya Grigoryevna Boyko - Head of Section of the Market Department of the Reform 







646,753,550,520 


500,941,831,440 




Directors: 25,013,160,465 (4.9932%) 



directors): 25,055,062,557 (5.0016%) 




24,846,301,626 (4.9599%) 









(5.0773%) 



(5.1122%) 



24,900,225,805 (4.9707%) 









83



15. Natalya Grigoryevna Boyko - Head of Section of the Market Department of the Reform 



7,232,742,068 


1.4438% 


28,773,073,306 


5.7438% 




For issue 15: 






Directors 

3 Aleksander Yevgenyevich Molotnikov - Director for Legal Issues, ASPECT Consulting 

Group 

4 Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional 

Directors 

5 Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection 






8 Vladimir Yevgenyevich Avetisyan - Member of the Management Board, Managing 


9 Vladimir Mikhailovich Tarasov - Head of the Department of Investment and 

Technological Policy of RAO UES of Russia (Business Unit No. 2) 

10 Yury Anatolyevich Zhelyabovsky - Head of the Economic Planning and Financial 

Control Department of Business Unit No. 2 of RAO UES of Russia 









15 Aleksei Romanovich Kachai - Deputy Head of the Strategy Department of the Reform 




646,753,550,520 


Number of votes held by the persons that participated in the 500,941,831,440 

84

general meeting for this issue on the general meeting agenda cumulative voting 




24,980,284,918 (4.9867%) 


24,824,603,590 (4.9556%) 


24,870,529,592 (4.9648%) 


24,897,255,623 (4.9701%) 





(5.1482%) 





9. Vladimir Mikhailovich Tarasov - Head of the Department of Investment and Technological 

Policy of RAO UES of Russia (Business Unit No. 2): 24,889,125,753 (4.9685%) 














7,220,996,906 


1.4415% 


28,752,054,226 


5.7396% 




For issue 16: 

The Board of Directors of JSC Voljskaya TGK Holding composed of the 



1 Dmitry Anatolyevich Tuzov - Advisor to the Foundation Institute of Professional Directors 

85

2 Aleksander Viktorovich Varvarin - Director of the RSPP Corporate Relations Department 

(candidate to the RSPP register of independent directors) 



4 Igor Nikolayevich Repin - Deputy Executive Director of the Association for Protection of 



Directors 



7 Maxim Valentinovich Zavalko - First Deputy Head of the Department for Corporate 


8 Yury Pavlovich Makushin - Deputy Managing Director of RAO UES of Russia (Business 

Unit No. 2) 

9 Vladimir Yevgenyevich Avetisyan - Member of the Management Board, Managing 


10 Yury Anatolyevich Zhelyabovsky - Head of the Economic Planning and Financial Control 






13 Dmitry Sergeyevich Akhanov - Head of the Center for Implementation of Reform Projects 











646,753,550,520 


500,941,831,440 




25,011,590,500 (4.9929%) 








Directors: 24,940,757,417 (4.9788%) 





25,057,450,030 (5.0021%) 


No. 2): 24,992,875,988 (4.9892%) 

86
















7,225,738,275 


1.4424% 


28,744,282,696 


5.7380% 


to the Board of Directors of JSC Voljskaya TGK Holding. 


For issue 17: 

The Board of Directors of JSC UGK TGK-8 Holding composed of the 



1 Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional 

Directors 

2 Valery Vassilyevich Nepsha - Deputy Director General of the Institute of Professional 

Directors 


Directors 


5 Oleg Vasilyevich Kulikov - Deputy Executive Director of the Association for Protection 


6 Sergey Olegovich Erdenko - Chief Expert of the Department for Corporate Governance 













87

12 Vladimir Olegovich Volik - Project Manager of the Reorganisation Commission of RAO 


13 Dmitry Sergeyevich Akhanov - Head of the Center for Implementation of Reform 

Projects of the Reform Management Center of RAO UES of Russia 










646,753,550,520 


500,941,831,440 




24,988,042,129 (4.9882%) 


Directors: 25,082,391,723 (5.0070%) 


Directors 24,985,944,746 (4.9878%) 


24,834,430,754 (4.9575%) 




Shareholder Relations of the Corporate Center of RAO UES of Russia 25,086,326,106 (5.0078%) 



(5.0387%) 



(5.0984%) 



24,936,331,547 (4.9779%) 















7,229,754,180 

1.4432% 

Abstained (for all candidates): 28,731,937,828 

88


5.7356% 


to the Board of Directors of JSC UGK TGK-8 Holding. 


For issue 18: 




1 Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of 



3 Oleg Vasilyevich Kulikov - Deputy Executive Director of the Association for Protection of 










8 Igor Alikovich Zenyukov - Deputy Head of the Department for Corporate Governance and 













14 Madina Mukharbiyevna Suyunova - Chief Expert of the Strategy Department of the 









646,753,550,520 


500,941,831,440 




Directors: 25,013,071,416 (4.9932%) 


24,867,809,630 (4.9642%) 

89











(5.0148%) 



(5.1076%) 



24,926,887,729 (4.9760%) 














7,229,254,695 


1.4431% 


28,737,762,871 


5.7367% 




For issue 19: 










Group 

90











9 Mikhail Eduardovich Lisyansky - Deputy Managing Director of RAO UES of Russia 


10 Mikhail Sergeyevich Molchanov - Deputy Head of the Project Implementation Support 




12 Natalya Viktorovna Zaytseva - Chief Expert of the Reform Management Center of RAO 













646,753,550,520 


500,941,831,440 




25,009,714,504 (4.9925%) 






24,859,374,833 (4.9625%) 









(5.1677%) 


the Corporate Center of RAO UES of Russia 25 058 774 301 (5.0023%) 


Unit No. 2): 24,878,728,682 (4.9664%) 

91

10. Mikhail Sergeyevich Molchanov - Deputy Head of the Project Implementation Support 













7,224,542,325 


1.4422% 


28,759,518,991 


5.7411% 




For issue 20: 





Directors 

2 Yury Borisovich Nekipelov - Advisor to the Foundation Institute of Professional Directors 




Group 

5 Valery Vassilyevich Nepsha - Deputy Director General of the Institute of Professional 

Directors 







9 Dmitry Vasilyevich Fedorchuk - Head of the Corporate Governance Department of 


10 Yelena Nikolayevna Ulanovskaya - Head of Section of the Corporate Governance 




12 Natalya Viktorovna Zaytseva - Chief Expert of the Reform Management Center of RAO 




92










646,753,550,520 


500,941,831,440 




Directors: 24,975,732,575 (4.9858%) 


24,854,136,235 (4.9615%) 




24,806,229,062 (4.9519%) 


Directors: 25,064,576,610 (5.0035%) 





(5.1837%) 



25,152,509,949 (5.0210%) 

9. Dmitry Vasilyevich Fedorchuk - Head of the Corporate Governance Department of Business 

Unit No. 2 of RAO UES of Russia: 25,043,726,520 (4.9993%) 

10. Yelena Nikolayevna Ulanovskaya - Head of Section of the Corporate Governance Department 

of Business Unit No. 2 of RAO UES of Russia: 24,879,363,113 (4.9665%) 












7,213,045,950 


1.4399% 


28,783,091,716 


5.7458% 




93

For issue 21: 

The Board of Directors of JSC Kuzbassenergo Holding composed of the 






Directors 









8 Mikhail Eduardovich Lisyansky - Deputy Managing Director of RAO UES of Russia 


9 Oleg Valentinovich Dunin - Head of the Project Implementation Support Department of 


10 Yelena Vladimirovna Yevseyenkova - Deputy Head of the Economic Planning and 

Financial Control Department RAO UES of Russia (Business Unit No. 2) 







14 Aleksey Alekseyevich Znamensky - Senior Consultant, BRANAN 








646,753,550,520 


500,941,831,440 




24,993,670,494 (4.9893%) 


24,873,215,368 (4.9653%) 


Directors: 24,967,919,960 (4.9842%) 





94



(5.0023%) 



(5.1941%) 


Unit No. 2): 24,904,468,305 (4.9715%) 


Business Unit No. 2 of RAO UES of Russia: 24,926,336,379 (4.9759%) 

10. Yelena Vladimirovna Yevseyenkova - Deputy Head of the Economic Planning and Financial 

Control Department RAO UES of Russia (Business Unit No. 2): 24,886,851,678 (4.9680%) 







14. Aleksey Alekseyevich Znamensky - Senior Consultant, BRANAN: 24,819,729,597 

(4.9546%) 




7,222,195,875 


1.4417% 


28,780,214,968 


5.7452% 


to the Board of Directors of JSC Kuzbassenergo Holding. 


For issue 22: 

The Board of Directors of JSC Enisei TGK Holding composed of the following 






Directors 


Directors 



directors) 







95





















646,753,550,520 


500,941,831,440 




24,985,832,991 (4.9878%) 


25,084,453,063 (5.0075%) 


24,842,555,213 (4.9592%) 


Directors: 24,943,528,845 (4.9793%) 



directors): 24,930,716,513 (4.9768%) 



(4.9986%) 



(5.1751%) 



(4.9964%) 



25,017,180,687 (4.9940%) 







96








7,222,084,230 


1.4417% 


28,768,199,998 


5.7428% 


to the Board of Directors of JSC Enisei TGK Holding. 


For issue 23: 






directors) 


Directors 



Group 








9 Yury Pavlovich Makushin - Deputy Managing Director of RAO UES of Russia (Business 

Unit No. 2) 

10 Larisa Valentinovna Blagoveshchenskaya - Head of Section of the Economic Planning and 

Financial Control Department of Business Unit No. 2 of RAO UES of Russia 











97

16 Irina Aleksandrovna Ashkenazy – Head of the Gas Complex Economy and Development 


17 Anton Aleksandrovich Bazhenov - Main Specialist of the Subsidiaries and Dependent 



18 Svetlana Nikolayevna Kuznetsova – Main Specialist of the Subsidiaries and Dependent 



19 Tatyana Vasilyevna Potarina – Main Specialist of the Subsidiaries and Dependent 



20 Margarita Vyacheslavovna Uymenova - Main Specialist of the Subsidiaries and Dependent 



21 Vadim Oganezovich Nalbandyan - Main Specialist of the Subsidiaries and Dependent 








646,753,550,520 


500,941,831,440 





directors): 17,430,020,373 (3.4794%) 

2. Maxim Aleksandrovich Yeremeyev -Advisor to the Foundation Institute of Professional 

Directors: 16,393,632,794 (3.2726%) 


14,187,693,124 (2.8322%) 


7,916,233,359 (1.5803%) 


12,141,876,227 (2.4238%) 





(6.5314%) 



31,453,132,349 (6.2788%) 


No. 2): 30,329,449,976 (6.0545%) 

10. Larisa Valentinovna Blagoveshchenskaya - Head of Section of the Economic Planning and 

Financial Control Department of Business Unit No. 2 of RAO UES of Russia: 29,185,515,925 

(5.8261%) 





98









17. Anton Aleksandrovich Bazhenov - Main Specialist of the Subsidiaries and Dependent 



18. Svetlana Nikolayevna Kuznetsova - Main Specialist of the Subsidiaries and Dependent 



19. Tatyana Vasilyevna Potarina - Main Specialist of the Subsidiaries and Dependent Companies’ 

Operations Support Section of the Subsidiaries and Dependent Companies Office of the 

Corporate Department of MMC Norilsk Nickel: 5,607,594,830 (1.1194%) 

20. Margarita Vyacheslavovna Uymenova - Main Specialist of the Subsidiaries and Dependent 



21. Vadim Oganezovich Nalbandyan - Main Specialist of the Subsidiaries and Dependent 




7,224,752,272 


1.4422% 


12,048,079,716 


2.4051% 




For issue 24: 

The Board of Directors of JSC Inter RAO UES Holding composed of the 



1 Aleksander Stalyevich Voloshin - Chairman of the Board of Directors of RAO UES of 

Russia 

2 Viktor Borisovich Khristenko - Minister of Industry and Energy of the Russian Federation 

3 Kirill Gennadyevich Androsov - Deputy Minister for Economic Development and Trade of 

the Russian Federation 

4 Maxim Genrikhovich Balashov – Deputy Director of Department of the Ministry of 


5 German Oskarovich Gref - Minister for Economic Development and Trade of the Russian 

Federation 

6 Andrey Vladimirovich Dementyev - Deputy Minister of Industry and Energy of the 

Russian Federation 

7 Gleb Sergeyevich Nikitin - Head of Office of the Federal Agency for Administration of 

State Property of the Russian Federation 

99

8 Yury Mitrofanovich Medvedev - Deputy Head of the Federal Agency for Administration 

of State Property of the Russian Federation 

9 Mikhail Ivanovich Buyanov - Head of the Electric Power Industry Office of the Federal 

Energy Agency of the Russian Federation 

10 Vyacheslav Mikhailovich Kravchenko – Director of Department of the Ministry of 


11 Boris Ilyich Ayuyev - Member of the Management Board of RAO UES of Russia 

12 Yevgeny Vyacheslavovich Dod - Director General of JSC «RAO UES 

13 

INTERNATIONAL» 

Andrei Natanovich Rappoport - Member of the Management Board of RAO UES of 

Russia, Managing Director of the Business Unit NETWORKS 

14 Sergey Vladilenovich Kiriyenko - Head of the Federal Atomic Energy Agency 

15 Denis Arkadyevich Askinadze - Director of Department of the Ministry for Economic 

Development and Trade of the Russian Federation 

16 Yevgeny Yuryevich Abramov – Head of the Energy Complex Directorate of MMC 

Norilsk Nickel 

17 Pavel Borisovich Matveyev - Chief Manager for Investments of ZAO Interros 

18 Larisa Borisovna Melnik - Manager for Investments of ZAO Interros 

19 Ilya Arturovich Yuzhanov - Member of the Supervisory Board of NOMOS-Bank 

20 Andrey Vladimirovich Sharonov - Managing Director, Chairman of the Board of Directors 

of Investment Company Troika Dialog 






646,753,550,520 


500,941,831,440 



1. Aleksander Stalyevich Voloshin - Chairman of the Board of Directors of RAO UES of Russia: 

33,431,135,322 (6.6737%) 

2. Viktor Borisovich Khristenko - Minister of Industry and Energy of the Russian Federation: 

32,252,022,452 (6.4383%) 

3. Kirill Gennadyevich Androsov - Deputy Minister for Economic Development and Trade of the 

Russian Federation: 31,136,270,129 (6.2155%) 

4. Maxim Genrikhovich Balashov - Deputy Director of Department of the Ministry of Industry 

and Energy of the Russian Federation: 15,163,855,431 (3.0271%) 

5. German Oskarovich Gref - Minister for Economic Development and Trade of the Russian 

Federation: 29,421,339,788 (5.8732%) 

6. Andrey Vladimirovich Dementyev - Deputy Minister of Industry and Energy of the Russian 

Federation: 30,755,949,669 (6.1396%) 

7. Gleb Sergeyevich Nikitin - Head of Office of the Federal Agency for Administration of State 

Property of the Russian Federation: 30,627,407,772 (6.1140%) 

8. Yury Mitrofanovich Medvedev - Deputy Head of the Federal Agency for Administration of 

State Property of the Russian Federation: 12,713,535,606 (2.5379%) 

9. Mikhail Ivanovich Buyanov - Head of the Electric Power Industry Office of the Federal Energy 

Agency of the Russian Federation: 11,945,539,974 (2.3846%) 

10. Vyacheslav Mikhailovich Kravchenko - Director of Department of the Ministry of Industry 


11. Boris Ilyich Ayuyev - Member of the Management Board of RAO UES of Russia: 

19,464,034,009 (3.8855%) 

12. Yevgeny Vyacheslavovich Dod - Director General of JSC «RAO UES INTERNATIONAL»: 

30,265,909,808 (6.0418%) 

100

13. Andrei Natanovich Rappoport - Member of the Management Board of RAO UES of Russia, 

Managing Director of the Business Unit NETWORKS: 18,738,161,523 (3.7406%) 

14. Sergey Vladilenovich Kiriyenko - Head of the Federal Atomic Energy Agency: 

29,872,120,020 (5.9632%) 

15. Denis Arkadyevich Askinadze - Director of Department of the Ministry for Economic 

Development and Trade of the Russian Federation: 28,689,816,039 (5.7272%) 

16. Yevgeny Yuryevich Abramov - Head of the Energy Complex Directorate of MMC Norilsk 

Nickel: 4,044,522,942 (0.8074%) 


(0.8062%) 


(0.8119%) 

19. Ilya Arturovich Yuzhanov - Member of the Supervisory Board of NOMOS-Bank: 

4,029,384,196 (0.8044%) 

20. Andrey Vladimirovich Sharonov - Managing Director, Chairman of the Board of Directors of 

Investment Company Troika Dialog: 4,918,512,825 (0.9819%) 


7,229,760,852 


1.4432% 


5,950,266,036 


1.1878% 


to the Board of Directors of JSC Inter RAO UES Holding. 


For issue 25: 

The Board of Directors of JSC Holding MRSK composed of the following 




Russia 


3 Kirill Gennadyevich Androsov - Deputy Minister for Economic Development and Trade 

of the Russian Federation 

4 Mikhail Yuryevich Kurbatov - Head of Section, Temporary Acting Deputy Director of 

Department of the Ministry for Economic Development and Trade of the Russian 

Federation 


Federation 





8 Yury Mitrofanovich Medvedev - Deputy Head of the Federal Agency for Administration 

of State Property of the Russian Federation 

9 Mikhail Ivanovich Buyanov - Head of the Electric Power Industry Office of the Federal 

Energy Agency of the Russian Federation 

10 Yakov Moiseyevich Urinson - Deputy Chairman of the Management Board of RAO UES 

of Russia, Head of the Corporate Center 

101

11 Andrei Natanovich Rappoport - Member of the Management Board of RAO UES of 


12 Aleksander Ivanovich Kazakov - Director General of OAO MUEK 





15 Maxim Genrikhovich Balashov – Deputy Director of Department of the Ministry of 



17 Yury Arkadyevich Udaltsov - Member of the Management Board of RAO UES of Russia 

18 Seppo Juha Remes - Senior Advisor to the Finnish National Fund for Research and 

Development (Sitra) under the supervision of the Finnish Parliament 










646,753,550,520 


500,941,831,440 




46,324,710,584 (9.2475%) 


37,261,532,820 (7.4383%) 



4. Mikhail Yuryevich Kurbatov - Head of Section, Temporary Acting Deputy Director of 

Department of the Ministry for Economic Development and Trade of the Russian Federation: 

15,146,062,328 (3.0235%) 


Federation: 1,264,270,155 (0.2524%) 


Federation: 30,222,727,288 (6.0332%) 



8. Yury Mitrofanovich Medvedev - Deputy Head of the Federal Agency for Administration of 

State Property of the Russian Federation: 22,165,248,431 (4.4247%) 

9. Mikhail Ivanovich Buyanov - Head of the Electric Power Industry Office of the Federal Energy 

Agency of the Russian Federation: 41,162,257,438 (8.2170%) 

10. Yakov Moiseyevich Urinson - Deputy Chairman of the Management Board of RAO UES of 

Russia, Head of the Corporate Center: 74,904,321,921 (14.9527%) 



12. Aleksander Ivanovich Kazakov - Director General of OAO MUEK: 25,853,450,932 

(5.1610%) 



102

14. Vyacheslav Mikhailovich Kravchenko - Director of Department of the Ministry of Industry 


15. Maxim Genrikhovich Balashov - Deputy Director of Department of the Ministry of Industry 



4,263,728,072 (0.8511%) 

17. Yury Arkadyevich Udaltsov - member of the Management Board of RAO UES of Russia: 

3,776,594,254 (0.7539%) 

18. Seppo Juha Remes - Senior Advisor to the Finnish National Fund for Research and 

Development (Sitra) under the supervision of the Finnish Parliament: 14,833,521,631 (2.9611%) 


(0.7378%) 


(0.7330%) 


Nickel: 3,673,734,871 (0.7334%) 


7,217,174,487 


1.4407% 


5,467,810,251 


1.0915% 


to the Board of Directors of JSC Holding MRSK. 


For issue 26: 

The Board of Directors of JSC RAO Energy System of East composed of the 


No 

Candidate’s Full Name and Position 

. 


Russia 


3 Kirill Gennadyevich Androsov - Deputy Minister for Economic Development and Trade of 

the Russian Federation 





Federation 





8 Ivan Valentinovich Blagodyr - Director General of OAO OGK-3 



10 Mikhail Yuryevich Kurbatov - Head of Section, Temporary Acting Deputy Director of 

Department of the Ministry for Economic Development and Trade of the Russian 

Federation 

103

11 Boris Ilyich Ayuyev - Member of the Management Board of RAO UES of Russia 

12 Yakov Moiseyevich Urinson - Deputy Chairman of the Management Board of RAO UES 

of Russia, Head of the Corporate Center 

13 Andrei Natanovich Rappoport - Member of the Management Board of RAO UES of 


14 Oleg Dmitriyevich Antosenko - Deputy Authorised Representative of the President of the 

Russian Federation in the Far East Federal District 











646,753,550,520 


500,941,831,440 




37,793,904,638 (7.5446%) 


35,456,180,764 (7.0779%) 





35,332,092,131 (7.0531%) 


Federation: 1,637,370,956 (0.3269%) 


Federation: 34,679,573,942 (6.9229%) 



8. Ivan Valentinovich Blagodyr - Director General of OAO OGK-3: 33,879,669,228 (6.7632%) 

9. Vyacheslav Mikhailovich Kravchenko - Director of Department of the Ministry of Industry and 

Energy of the Russian Federation: 11,907,603,789 (2.3770%) 

10. Mikhail Yuryevich Kurbatov - Head of Section, Temporary Acting Deputy Director of 

Department of the Ministry for Economic Development and Trade of the Russian Federation: 

11,416,803,420 (2.2791%) 

11. Boris Ilyich Ayuyev - member of the Management Board of RAO UES of Russia: 

32,883,748,347 (6.5644%) 

12. Yakov Moiseyevich Urinson - Deputy Chairman of the Management Board of RAO UES of 

Russia, Head of the Corporate Center: 83,642,539,562 (16.6971%) 



14. Oleg Dmitriyevich Antosenko - Deputy Authorised Representative of the President of the 

Russian Federation in the Far East Federal District: 31,460,282,191 (6.2802%) 




Nickel: 5,368,008,036 (1.0716%) 

104


4,647,451,949 (0.9277%) 


7,242,050,412 


1.4457% 


5,961,474,815 


1.1901% 


to the Board of Directors of JSC RAO Energy System of East. 


For issue 27: 

The Board of Directors of JSC Centerenergyholding composed of the following 




Group 




Directors 


Directors 

6 Dmitry Sergeyevich Akhanov - Head of the Center for Implementation of Reform Projects 










11 Andrey Vladimirovich Gabov - Head of the Department for Corporate Governance and 


12 Pavel Petrovich Pustoshilov - Head of the Financial Policy Department of the Corporate 

Center of RAO UES of Russia 







16 Igor Iosifovich Lipsky – Deputy Head of the Department for Administration of Property 

and Corporate Relations of OAO Gazprom 

17 Nikolay Vyacheslavovich Vasilyev – Head of the Corporate Control Office of the 

Department for Administration of Property and Corporate Relations of OAO Gazprom 

105

18 Artur Yakobovich Kraft – Deputy Head of the Share Capital Management Section of the 

Corporate Relations Office of the Department for Administration of Property and 

Corporate Relations of OAO Gazprom 

19 Maxim Borisovich Babich – Deputy Head of the Share Capital Management Section of the 

Corporate Relations Office of the Department for Administration of Property and 

Corporate Relations of OAO Gazprom 

20 Vsevolod Stanislavovich Vorobyev – Deputy Head of the Transactions Support Section of 

the Property Management Arrangement Office of the Department for Administration of 

Property and Corporate Relations of OAO Gazprom 

21 Igor Anatolyevich Golenishchev – Head of the Credits Office of the Financial and 

Economic Department of OAO Gazprom 

22 Yury Viktorovich Naumov – Head of the Planning and Economic Office of the Financial 

and Economic Department of OAO Gazprom 

23 Peter Gennadyevich Bakayev – Head of the Financial Market Operations Office of the 

Financial and Economic Department of OAO Gazprom 

24 Denis Vladimirovich Fedorov – Head of the Electric Energy Sector Development and 

Electric Energy Marketing Office of the Department of Marketing, Gas Processing and 

Liquid Hydrocarbons of OAO Gazprom 

25 Stanislav Olegovich Ashirov – First Deputy Director General of OAO 

Mezhregionenergosbyt 

26 Stanislav Vitalyevich Neveynitsyn - Deputy Director General of OAO 


27 Aleksey Aleksandrovich Varnakov – Head of the Department for Legal Issues of OAO 


28 Andrey Gennadiyevich Chesnokov – Chief Project Finance Officer of ZAO 

Gazenergoprombank 

29 Sergey Rashidovich Prokurov – Main Specialist of the Energy Engineering Section of the 

Electric Energy Sector Development and Electric Energy Marketing Office of the 

Department of Marketing, Gas Processing and Liquid Hydrocarbons of OAO Gazprom 

30 Natalia Alekseyevna Sapunova - Main Specialist of the Electric Energy Marketing Section 

of the Electric Energy Sector Development and Electric Energy Marketing Office of the 

Department of Marketing, Gas Processing and Liquid Hydrocarbons of OAO Gazprom 






646,753,550,520 


84,148,863,240 




20,767,828 (0.0247%) 


658,114 (0.0008%) 


1,589,618 (0.0019%) 


Directors: 2,329,443 (0.0028%) 


100,818 (0.0001%) 


the Reform Management Center of RAO UES of Russia: 121,418,774 (0.1443%) 

106


Management Center of RAO UES of Russia: 2,149,384 (0.0026%) 


of Russia: 15,839,566 (0.0188%) 

9. Natalya Vyacheslavovna Zaikina - First Deputy Head of the Market Department of the Reform 





Shareholder Relations of the Corporate Center of RAO UES of Russia: 7,730,658 (0.0092%) 

12. Pavel Petrovich Pustoshilov - Head of the Financial Policy Department of the Corporate 

Center of RAO UES of Russia: 1,429,664 (0.0017%) 





2,176,698 (0.0026%) 


and Shareholder Relations of the Corporate Center of RAO UES of Russia: 165,460,638 

(0.1966%) 

16. Igor Iosifovich Lipsky - Deputy Head of the Department for Administration of Property and 

Corporate Relations of OAO Gazprom: 4,525,090,972 (5.3775%) 

17. Nikolay Vyacheslavovich Vasilyev - Head of the Corporate Control Office of the Department 

for Administration of Property and Corporate Relations of OAO Gazprom: 4,523,866,058 

(5.3760%) 

18. Artur Yakobovich Kraft - Deputy Head of the Share Capital Management Section of the 

Corporate Relations Office of the Department for Administration of Property and Corporate 

Relations of OAO Gazprom: 4,540,352,332 (5.3956%) 

19. Maxim Borisovich Babich - Deputy Head of the Share Capital Management Section of the 

Corporate Relations Office of the Department for Administration of Property and Corporate 

Relations of OAO Gazprom: 4,523,087,977 (5.3751%) 

20. Vsevolod Stanislavovich Vorobyev - Deputy Head of the Transactions Support Section of the 

Property Management Arrangement Office of the Department for Administration of Property and 

Corporate Relations of OAO Gazprom: 4,523,452,808 (5.3755%) 

21. Igor Anatolyevich Golenishchev - Head of the Credits Office of the Financial and Economic 

Department of OAO Gazprom: 4,523,286,768 (5.3753%) 

22. Yury Viktorovich Naumov - Head of the Planning and Economic Office of the Financial and 

Economic Department of OAO Gazprom: 4,616,483,792 (5.4861%) 

23. Peter Gennadyevich Bakayev - Head of the Financial Market Operations Office of the 

Financial and Economic Department of OAO Gazprom: 4,522,983,872 (5.3750%) 

24. Denis Vladimirovich Fedorov - Head of the Electric Energy Sector Development and Electric 

Energy Marketing Office of the Department of Marketing, Gas Processing and Liquid 

Hydrocarbons of OAO Gazprom: 4,525,889,287 (5.3784%) 

25. Stanislav Olegovich Ashirov - First Deputy Director General of OAO Mezhregionenergosbyt: 

4,523,083,968 (5.3751%) 

26. Stanislav Vitalyevich Neveynitsyn - Deputy Director General of OAO 

Mezhregionenergosbyt: 4,523,183,332 (5.3752%) 

27. Aleksey Aleksandrovich Varnakov - Head of the Department for Legal Issues of OAO 

Mezhregionenergosbyt: 4,525,233,352 (5.3777%) 

28. Andrey Gennadiyevich Chesnokov - Chief Project Finance Officer of ZAO 

Gazenergoprombank: 4,523,085,332 (5.3751%) 

107

29. Sergey Rashidovich Prokurov - Main Specialist of the Energy Engineering Section of the 

Electric Energy Sector Development and Electric Energy Marketing Office of the Department of 

Marketing, Gas Processing and Liquid Hydrocarbons of OAO Gazprom: 4,523,217,248 

(5.3753%) 

30. Natalia Alekseyevna Sapunova - Main Specialist of the Electric Energy Marketing Section of 

the Electric Energy Sector Development and Electric Energy Marketing Office of the Department 

of Marketing, Gas Processing and Liquid Hydrocarbons of OAO Gazprom: 4,524,312,008 

(5.3766%) 


6,650,659,715 


7.9034% 


435,831,172 


0.5179% 


to the Board of Directors of JSC Centerenergyholding. 


For issue 28: 

The Board of Directors of JSC Sibenergyholding composed of the following 



1 Khvicha Patayevich Kharchilava - Advisor to the Foundation Institute of Professional 

Directors 




Directors 





directors) 









10 Natalya Viktorovna Zaytseva - Chief Expert of the Strategy Department of the Reform 




12 Dmitry Aleksandrovich Burnashev - Head of the Business Planning Department of the 




108



15 Mikhail Vladimirovich Smirnov - Head of Section of the Department for Corporate 


16 Sergey Nikolayevich Mironosetsky - Deputy Director General, Director for Energy, 

Mergers and Takeovers of OAO SUEK 

17 Pavel Olegovich Shatsky - Deputy Director for Energy, Mergers and Takeovers of OAO 

SUEK 

18 Alina Nikolayevna Postnikova - Deputy Director for Legal Matters of OAO SUEK 

19 Aleksander Aleksandrovich Shumilov - Head of Energy Assets Office of OAO SUEK 

20 Igor Yuryevich Sorokin - Manager of the Project “Energy Sector of the Integrated Energy 

System of Siberia”, OAO SUEK 

21 Marina Sergeyevna Zakharyuta - Manager for Investors Relations of the Mergers and 

Takeovers Finance Office of OAO SUEK 

22 Andrey Nikolayevich Bolshakov - Expert for Fuel and Energy Complex Matters of OAO 

SUEK 

23 Aleksey Yevgenyevich Bay - Head of the Corporate Procedures Group of the Energy 

Assets Office of OAO SUEK 

24 Natalya Viktorovna Trapeznikova - Main Specialist of the Corporate Procedures Group of 

the Energy Assets Office of OAO SUEK 

25 German Olegovich Mustafin - Manager of the Project “Energy Sector of the Integrated 

Energy System of the East” of the Energy Assets Office of OAO SUEK 

26 Aleksander Vladimirovich Redkin - Deputy Director for Legal Matters of OAO SUEK 

27 Aleksey Mikhailovich Zakharov - Deputy Head of the Office for Structured Projects in the 

Energy Sector of OAO SUEK 

28 Anton Olegovich Smirnov - Advisor to Director for Energy, Mergers and Takeovers of 

OAO SUEK 

29 Igor Nikolayevich Nekrasov - Main Specialist of the Project “Energy Sector of the 

Integrated Energy System of the East”, OAO SUEK 

30 Sergey Anatolyevich Tverdokhleb - Advisor to Director General of OAO SUEK 

31 Andrey Danilovich Antonov - Deputy Director General of OOO GlavEnergoSbyt 

32 Marina Ilynichna Dostoynova - Deputy Head of the Office for Project Finance and 

Perspective Projects in the Energy Sector of OAO SUEK 

33 Anastasia Mikhaylovna Nekhayenko – Deputy Director General for Economy of OOO 

GlavEnergoSbyt 

34 Leonid Petrovich Savkov - Director General of OOO GlavEnergoSbyt 

35 Marina Vladimirovna Shvetsova - Main Specialist of the Energy Assets Office of OAO 

SUEK 






646,753,550,520 


22,554,832,590 




Directors: 19,453,246 (0.0862%) 


PROFESSIONAL DIRECTORS: 46,092,248 (0.2044%) 

3. Vladimir Danilovich Flegontov - Advisor to the Foundation Institute of Professional Directors 

817,650 (0.0036%) 

109


Rights of Investors: 194,310,242 (0.8615%) 



directors): 1,106,428 (0.0049%) 


Management Center of RAO UES of Russia: 508,457 (0.0023%) 


Management Center of RAO UES of Russia 6,361,120 (0.0282%) 

8. Maxim Nikolayevich Bunyakin - Chief Expert of the Reform Management Center of RAO 

UES of Russia: 196,866 (0.0009%) 



10. Natalya Viktorovna Zaytseva - Chief Expert of the Strategy Department of the Reform 



Shareholder Relations of the Corporate Center of RAO UES of Russia: 868,644 (0.0039%) 


Corporate Center of RAO UES of Russia: 2,820,256 (0.0125%) 







2,214,385 (0.0098%) 

16. Sergey Nikolayevich Mironosetsky - Deputy Director General, Director for Energy, Mergers 

and Takeovers of OAO SUEK: 18,898,736 (0.0838%) 

17. Pavel Olegovich Shatsky - Deputy Director for Energy, Mergers and Takeovers of OAO 

SUEK: 536,180,600 (2.3772%) 

18. Alina Nikolayevna Postnikova - Deputy Director for Legal Matters of OAO SUEK: 

535,746,320 (2.3753%) 

19. Aleksander Aleksandrovich Shumilov - Head of Energy Assets Office of OAO SUEK: 

536,083,303 (2.3768%) 

20. Igor Yuryevich Sorokin - Manager of the Project “Energy Sector of the Integrated Energy 

System of Siberia”, OAO SUEK: 358,381,512 (1.5889%) 

21. Marina Sergeyevna Zakharyuta - Manager for Investors Relations of the Mergers and 

Takeovers Finance Office of OAO SUEK: 536,748,521 (2.3797%) 

22. Andrey Nikolayevich Bolshakov - Expert for Fuel and Energy Complex Matters of OAO 

SUEK: 357,558,291 (1.5853%) 

23. Aleksey Yevgenyevich Bay - Head of the Corporate Procedures Group of the Energy Assets 

Office of OAO SUEK: 535,862,605 (2.3758%) 

24. Natalya Viktorovna Trapeznikova - Main Specialist of the Corporate Procedures Group of the 

Energy Assets Office of OAO SUEK: 1,381,361 (0.0061%) 

25. German Olegovich Mustafin - Manager of the Project “Energy Sector of the Integrated 

Energy System of the East” of the Energy Assets Office of OAO SUEK: 178,961,306 (0.7934%) 

26. Aleksander Vladimirovich Redkin - Deputy Director for Legal Matters of OAO SUEK: 

357,347,561 (1.5844%) 

27. Aleksey Mikhailovich Zakharov - Deputy Head of the Office for Structured Projects in the 

Energy Sector of OAO SUEK: 537,630,704 (2.3837%) 

28. Anton Olegovich Smirnov - Advisor to Director for Energy, Mergers and Takeovers of OAO 

SUEK: 535,731,818 (2.3752%) 

110

29. Igor Nikolayevich Nekrasov - Main Specialist of the Project “Energy Sector of the Integrated 

Energy System of the East”, OAO SUEK: 180,143,311 (0.7987%) 

30. Sergey Anatolyevich Tverdokhleb - Advisor to Director General of OAO SUEK: 535,695,225 

(2.3751%) 

31. Andrey Danilovich Antonov - Deputy Director General of OOO GlavEnergoSbyt: 54,477 

(0.0002%) 

32. Marina Ilynichna Dostoynova - Deputy Head of the Office for Project Finance and 

Perspective Projects in the Energy Sector of OAO SUEK: 197,008 (0.0009%) 

33. Anastasia Mikhaylovna Nekhayenko - Deputy Director General for Economy of OOO 

GlavEnergoSbyt: 357,142,691 (1.5834%) 

34. Leonid Petrovich Savkov - Director General of OOO GlavEnergoSbyt: 2,803,872 (0.0124%) 

35. Marina Vladimirovna Shvetsova - Main Specialist of the Energy Assets Office of OAO 

SUEK: 178,895,113 (0.7932%) 


6,652,625,040 


29.4953% 


436,387,207 


1.9348% 


to the Board of Directors of JSC Sibenergyholding. 


For issue 29: 

The Board of Directors of JSC Intergeneration composed of the following 



1 Yevgeny Nikolayevich Bykhanov - Deputy Director General of the Institute of 




3 Oleg Vasilyevich Kulikov - Deputy Executive Director of the Association for Protection of 



Directors 


Group 





8 Dmitry Aleksandrovich Burnashev - Head of the Business Planning Department of the 


9 Mikhail Vladimirovich Smirnov - Head of Section of the Department for Corporate 


10 Roman Yuryevich Sorokin - Head of Section of the Department for Corporate Governance 


11 Aleksey Alekseyevich Znamensky - Senior Consultant, BRANAN 



111







16 Irina Aleksandrovna Ashkenazy – Head of the Gas Complex Economy and Development 


17 Sergey Nikolayevich Boyko - Advisor to Executive Director of OAO OGK-3 

18 Andrey Valentinovich Zolotarev – Director of the Corporate Department of MMC Norilsk 

Nickel 

19 Aleksander Sergeyevich Isayev - Advisor to Executive Director of OAO OGK-3 

20 Yury Yuryevich Kalabin - Deputy Director General for Logistics of OAO OGK-3 

21 Dmitry Mikhailovich Katiyev - Financial Director of OAO OGK-3 

22 Aleksey Valeryevich Lukyanov - Head of the Section for Transactions with Russian 

Portfolio Investments of the Subsidiaries and Dependent Companies Office of the 

Corporate Department of MMC Norilsk Nickel 

23 Aleksey Aleksandrovich Malov – Head of the Section for Work with Russian Subsidiaries 

and Dependent Companies of the Subsidiaries and Dependent Companies Office of the 

Corporate Department of MMC Norilsk Nickel 


25 Pavel Borisovich Matveyev - Advisor to Executive Director of OAO OGK-3 


27 Yury Stepanovich Sablukov - Advisor to Executive Director of OAO OGK-3 

28 Viktor Valentinovich Tikhonov - Head of the Subsidiaries and Dependent Companies 


29 Sergey Olegovich Shabanov - Head of the Property Office of the Corporate Department of 

MMC Norilsk Nickel 

30 Pavel Vyacheslavovich Shumov - Advisor to Executive Director of OAO OGK-3 






646,753,550,520 


39,051,228,240 




Directors: 60,889,412 (0.1559%) 


(candidate to the RSPP register of independent directors): 51,831,722 (0.1327%) 


Rights of Investors: 73,931,092 (0.1893%) 


Directors: 1,040,602 (0.0027%) 


118,802 (0.0003%) 





15,502,602 (0.0397%) 

112


Corporate Center of RAO UES of Russia: 6,715,335 (0.0172%) 



7,839,815 (0.0201%) 

10. Roman Yuryevich Sorokin - Head of Section of the Department for Corporate Governance 

and Shareholder Relations of the Corporate Center of RAO UES of Russia: 530,995 (0.0014%) 

11. Aleksey Alekseyevich Znamensky - Senior Consultant, BRANAN: 499,182 (0.0013%) 


Reform Management Center of RAO UES of Russia: 3,880,540 (0.0099%) 









17. Sergey Nikolayevich Boyko - Advisor to Executive Director of OAO OGK-3: 1,518,040,927 

(3.8873%) 

18. Andrey Valentinovich Zolotarev - Director of the Corporate Department of MMC Norilsk 

Nickel: 1,517,835,132 (3.8868%) 

19. Aleksander Sergeyevich Isayev - Advisor to Executive Director of OAO OGK-3: 

1,516,385,532 (3.8831%) 

20. Yury Yuryevich Kalabin - Deputy Director General for Logistics of OAO OGK-3: 

1,516,478,932 (3.8833%) 

21. Dmitry Mikhailovich Katiyev - Financial Director of OAO OGK-3: 1,519,028,632 (3.8898%) 

22. Aleksey Valeryevich Lukyanov - Head of the Section for Transactions with Russian Portfolio 

Investments of the Subsidiaries and Dependent Companies Office of the Corporate Department of 

MMC Norilsk Nickel: 1,610,085,892 (4.1230%) 

23. Aleksey Aleksandrovich Malov - Head of the Section for Work with Russian Subsidiaries and 

Dependent Companies of the Subsidiaries and Dependent Companies Office of the Corporate 

Department of MMC Norilsk Nickel :1,517,102,432 (3.8849%) 


(3.8883%) 

25. Pavel Borisovich Matveyev - Advisor to Executive Director of OAO OGK-3: 1,516,463,917 

(3.8833%) 


(3.8833%) 

27. Yury Stepanovich Sablukov - Advisor to Executive Director of OAO OGK-3: 1,518,140,332 

(3.8876%) 

28. Viktor Valentinovich Tikhonov - Head of the Subsidiaries and Dependent Companies Office 

of the Corporate Department of MMC Norilsk Nickel: 2,199,524,772 (5.6324%) 

29. Sergey Olegovich Shabanov - Head of the Property Office of the Corporate Department of 

MMC Norilsk Nickel: 1,516,572,532 (3.8835%) 

30. Pavel Vyacheslavovich Shumov- Advisor to Executive Director of OAO OGK-3: 

1,516,385,532 (3.8831%) 


6,653,788,410 




17.0386% 

435,402,150 

113

1.1150% 


to the Board of Directors of JSC Intergeneration. 


For issue 30: 

1. JSC Gosudarstvennii Holding to be established through the reorganization of RAO UES of 

Russia shall be reorganized through its takeover by OAO FGC UES (OGRN: 1024701893336) as 

provided for by this resolution and the takeover agreement approved by this resolution. 

2. The agreement for takeover of RAO UES of Russia, JSC Gosudarstvennii Holding, JSC 

Minoritarnii Holding FGC UES, OAO Amurskaya Transmission Company, OAO Arkhangelsk 

Transmission Company, OAO Astrakhan Transmission Networks, OAO Belgorod Transmission 

Company, OAO Bryansk Transmission Company, OAO Vladimir Transmission Networks, OAO 

Volgograd Transmission Networks, OAO Vologda Transmission Networks, OAO Voronezh 

Transmission Company, OAO Daghestan Transmission Networks, OAO Ivanovo Transmission 

Networks, OAO Kaluga Transmission Company, OAO Karelian Transmission Networks, OAO 

Kirov Electricity Transmission Networks, OAO Kola Peninsula Transmission Networks, OAO 

Kostroma Transmission Networks, OAO Krasnoyarsk Transmission Networks, OAO Kuban 

Transmission Networks, OAO Kursk Transmission Networks, OAO Lipetsk Transmission 

Networks, OAO Rostovenergo Transmission Company, OAO Transmission Company, OAO 

Marij El Transmission Networks, OAO Mordovian Transmission Company, OAO Nizhni 

Novgorod Transmission Company, OAO Omsk Transmission Company, OAO Orenburg 

Electricity Transmission Networks, OAO Orel Transmission Company, OAO Penza 

Transmission Company, OAO Perm Transmission Company, OAO Saint Petersburg 

Transmission Networks, OAO Primorskaya Transmission Company, OAO Ryazan Transmission 

Networks, OAO Sverdlovsk Transmission Networks, OAO Smolensk Electricity Transmission 

Networks, OAO Tambov Transmission Company, OAO Tver Transmission Networks, OAO 

Tomsk Transmission Networks, OAO Tula Transmission Company, OAO Tyumen Transmission 

Company, OAO Udmurtian Transmission Networks, OAO Khabarovsk Transmission Company, 

OAO Khakassian Transmission Company, OAO Chelyabinsk Electricity Transmission Networks, 

OAO Chuvashian Transmission Networks, OAO Yakutian Transmission Company, OAO 

Yaroslavl Transmission Networks, OAO Buryatian Electricity Transmission Networks, OAO 

Chita Transmission Networks, OAO Samara Transmission Company, OAO Saratov Transmission 

Company, OAO Kurgan Transmission Company, OAO Electricity Transmission Network of the 

Komi Republic, OAO Kuzbassenergo Electricity Transmission Networks, OAO Ulyanovsk 

Transmission Networks, OAO Tuva Transmission Company, OAO South ITC, OAO Urals ITC, 

OAO Siberia ITC, OAO Northwest ITC, OAO East ITC, OAO Volga ITC, OAO Center ITC by 

OAO FGC UES (Appendix 29) shall be approved. 

3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the 

provisions on the appointment of JSC Gosudarstvennii Holding as the legal successor to RAO 

UES of Russia will be a deed of delivery for JSC Gosudarstvennii Holding under which the rights 

and duties of RAO UES of Russia transfer to OAO FGC UES. 

The deed of delivery (Appendix A) shall be approved. 

4. The following procedure and conditions for the conversion of shares in JSC Gosudarstvennii 

Holding into the shares in OAO FGC UES shall be defined: 

4.1. All shares in JSC Gosudarstvennii Holding shall be converted into the additional ordinary 

shares in OAO FGC UES. 

4.2. Additional ordinary shares in OAO FGC UES shall provide to the shareholders the same 

rights as the outstanding ordinary shares in OAO FGC UES in accordance with the Articles of 

Association of OAO FGC UES and the laws of the Russian Federation. 

4.3. Share conversion ratios: 

114

0.2931464676179060 ordinary shares in JSC Gosudarstvennii Holding shall be converted into 

1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles; 

0.3200987853438580 preference shares in JSC Gosudarstvennii Holding shall be converted 

into 1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles. 

If in the calculation of shares in OAO FGC UES receivable by any shareholder of JSC 

Gosudarstvennii Holding as a result of conversion the calculated number of shares to be held by 

such shareholder of JSC Gosudarstvennii Holding is a fraction, the fractional part of the quantity 

of shares shall be rounded off in accordance with the following rule: 

- if the period is followed by any number from 5 to 9, one shall be added to the integer and 

any numbers following the period shall be ignored; 

- if the period is followed by any number from 0 to 4, only the integer shall be taken into 

consideration and any numbers following the period shall be ignored; 

- if as a result of round-off no shares are receivable by any shareholder, such shareholder 

shall receive one additional share in OAO FGC UES. 

The shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a 

takeover of JSC Gosudarstvennii Holding shall be canceled unless any other companies are taken 

over in addition to JSC Gosudarstvennii Holding by OAO FGC UES. 

If any other companies involved in the reorganization are taken over by OAO FGC UES along 

with JSC Gosudarstvennii Holding, the shares in OAO FGC UES placed at the disposal of OAO 

FGC UES as a result of a takeover of JSC Gosudarstvennii Holding may be used for the purposes 

of converting into them the shares in such other target companies. The shares in OAO FGC UES 

placed at the disposal of OAO FGC UES as a result of a takeover of JSC Gosudarstvennii 

Holding which OAO FGC UES will still have at its disposal after the conversion of shares in such 

other target companies shall be canceled. 

Additional ordinary shares in OAO FGC UES shall provide to the shareholders the same 



4.4. The shares in JSC Gosudarstvennii Holding shall be recognized as converted into ordinary 

shares in OAO FGC UES on the day on which an entry is made into the Unified State Register of 

Legal Entities about the termination of operation of JSC Gosudarstvennii Holding based on data 

from the JSC Gosudarstvennii Holding Shareholder Register on the above-mentioned date. 

4.5. The shares in JSC Gosudarstvennii Holding to be converted shall be canceled upon 

conversion. 

5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of 

Russia, shall be appointed as the person holding the right to sign the takeover agreement 

approved by this resolution on behalf of JSC Gosudarstvennii Holding.. 

Number of votes held by the persons included in the list of persons 43,116,903,368 

entitled to participate in the general meeting 





For 31,746,601,961 95.0607% 

Against 830,886,138 2.4880% 

Abstained 118,240,457 0.3541% 


For issue 31: 

1. JSC Gosudarstvennii Holding GidroOGK to be established through the reorganization of RAO 

UES of Russia shall be reorganized through its takeover by OAO HydroOGK (OGRN: 

115

1042401810494) as provided for by this resolution and the takeover agreement approved by this 

resolution. 

2. The agreement for takeover of JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii 

Holding GidroOGK, OAO Bureyskaya HPP, OAO Votkinskaya HPP, OAO Zagorskaya PSPP, 

OAO Zeyskaya HPP, OAO Kabardino-Balkarian Hydro Generation Company, OAO VVHPP 

Cascade, OAO NChHPP Cascade, OAO Nizhegorodskaya HPP, OAO North-Ossetian HGC, 

OAO Sulakenergo, OAO P. S. Neporozhny SShHPP, OAO Volzhskaya HPP, OAO 

Zhigulevskaya HPP, OAO Irganayskaya HPP, OAO Zelenchukskie HPPs, OAO Daghestan 

Regional Generation Company, OAO Kamskaya HPP, OAO KabbalkHPP, OAO Saratovskaya 

HPP, OAO Stavropol Power Generation Company, OAO Cheboksarskaya HPP, ZAO EOZ by 

OAO HydroOGK (Appendix 30) shall be approved. 


provisions on the appointment of JSC Gosudarstvennii Holding GidroOGK as the legal successor 

to RAO UES of Russia will be a deed of delivery for JSC Gosudarstvennii Holding GidroOGK 

under which the rights and duties of RAO UES of Russia transfer to OAO HydroOGK. 



Holding GidroOGK into the shares in OAO HydroOGK shall be defined: 

4.1. All shares in JSC Gosudarstvennii Holding GidroOGK shall be converted into the additional 

ordinary shares in OAO HydroOGK. 

4.2. Additional ordinary shares in OAO HydroOGK shall provide to the shareholders the same 

rights as the outstanding ordinary shares in OAO HydroOGK in accordance with the Articles of 

Association of OAO HydroOGK and the laws of the Russian Federation. 


1.5553208073403300 ordinary shares in JSC Gosudarstvennii Holding GidroOGK shall be 

converted into 1 ordinary share in OAO HydroOGK, each with a par value of one (1) ruble; 

1.6983192917016000 preference shares in JSC Gosudarstvennii Holding GidroOGK shall be 

converted into 1 ordinary share in OAO HydroOGK, each with a par value of one (1) ruble. 

If in the calculation of shares in OAO HydroOGK receivable by any shareholder of JSC 

Gosudarstvennii Holding GidroOGK as a result of conversion the calculated number of shares to 

be held by such shareholder of JSC Gosudarstvennii Holding GidroOGK is a fraction, the 

fractional part of the quantity of shares shall be rounded off in accordance with the following 

rule: 






shall receive one additional share in OAO HydroOGK. 

The shares in OAO HydroOGK placed at the disposal of OAO HydroOGK as a result of a 

takeover of JSC Gosudarstvennii Holding GidroOGK shall be canceled unless any other 

companies are taken over in addition to JSC Gosudarstvennii Holding GidroOGK by OAO 

HydroOGK. 

If any other companies are taken over by OAO HydroOGK along with JSC Gosudarstvennii 

Holding GidroOGK, the shares in OAO HydroOGK placed at the disposal of OAO HydroOGK as 

a result of a takeover of JSC Gosudarstvennii Holding GidroOGK may be used for the purposes 

of converting into them the shares in such other target companies. The shares in OAO 

HydroOGK placed at the disposal of OAO HydroOGK as a result of a takeover of JSC 

Gosudarstvennii Holding GidroOGK which OAO HydroOGK will still have at its disposal after 

the conversion of shares in such other target companies shall be canceled. 

116

Additional ordinary shares in OAO HydroOGK shall provide to the shareholders the same 



4.4. The shares in JSC Gosudarstvennii Holding GidroOGK shall be recognized as converted into 

ordinary shares in OAO HydroOGK on the day on which an entry is made into the Unified State 

Register of Legal Entities about the termination of operation of JSC Gosudarstvennii Holding 

GidroOGK based on data from the JSC Gosudarstvennii Holding GidroOGK Shareholder 

Register on the above-mentioned date. 

4.5. The shares in JSC Gosudarstvennii Holding GidroOGK to be converted shall be canceled 

upon conversion. 



approved by this resolution on behalf of JSC Gosudarstvennii Holding GidroOGK. 







For 31,757,439,603 95.0932% 

Against 834,989,707 2.5003% 

Abstained 118,222,159 0.3540% 


For issue 32: 

1. JSC Minoritarnii Holding FGC UES to be established through the reorganization of RAO UES 

of Russia shall be reorganized through its takeover by OAO FGC UES (OGRN: 1024701893336) 

as provided for by this resolution and the takeover agreement approved by this resolution. 
























117








provisions on the appointment of JSC Minoritarnii Holding FGC UES as the legal successor to 

RAO UES of Russia will be a deed of delivery for JSC Minoritarnii Holding FGC UES under 

which the rights and duties of RAO UES of Russia transfer to OAO FGC UES. 


4. The following procedure and conditions for the conversion of shares in JSC Minoritarnii 

Holding FGC UES into the shares in OAO FGC UES shall be defined: 

4.1. All shares in JSC Minoritarnii Holding FGC UES shall be converted into the additional 

ordinary shares in OAO FGC UES. 

4.2. If JSC Minoritarnii Holding FGC UES is taken over by OAO FGC UES along with JSC 

Gosudarstvennii Holding (or along with JSC Gosudarstvennii Holding and any other target 

companies), all shares in JSC Minoritarnii Holding FGC UES shall be converted into the 

additional ordinary shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result 

of a takeover of JSC Gosudarstvennii Holding and JSC Minoritarnii Holding FGC UES (and/or as 

a result of a takeover of any other target companies if such other companies are taken over 

together). 


Minoritarnii Holding FGC UES as a result of conversion the calculated number of shares to be 

held by such shareholder of JSC Minoritarnii Holding FGC UES is a fraction, the fractional part 

of the quantity of shares shall be rounded off in accordance with the following rule: 






shall receive one share in OAO FGC UES from among the shares placed at the disposal of 

OAO FGC UES. 


takeover of JSC Minoritarnii Holding FGC UES and JSC Gosudarstvennii Holding (and/or as a 

result of a takeover of any other target companies if such other companies are taken over 

together) which OAO FGC UES will still have at its disposal after the conversion of shares in 

JSC Minoritarnii Holding FGC UES (and after the conversion of shares in any other target 

companies if such other companies are taken over together) shall be canceled. 

4.3. If JSC Minoritarnii Holding FGC UES is not taken over by OAO FGC UES along with JSC 

Gosudarstvennii Holding, all shares in JSC Minoritarnii Holding FGC UES shall be converted 

into the additional ordinary shares in OAO FGC UES placed at the disposal of OAO FGC UES as 

a result of a takeover of JSC Minoritarnii Holding FGC UES and into the additional ordinary 


In this case the number of ordinary shares in OAO FGC UES receivable by each shareholder 

of JSC Minoritarnii Holding FGC UES shall be calculated by dividing the number of a certain 

category of shares in JSC Minoritarnii Holding FGC UES owned by such shareholder by the 

applicable conversion ratio. 


Minoritarnii Holding FGC UES the calculated number of shares to be held by such shareholder of 

JSC Minoritarnii Holding FGC UES is a fraction, the fractional part of the quantity of shares shall 

be rounded off in accordance with the following rule: 

118






shall receive one share in OAO FGC UES. 

The number of ordinary shares in OAO FGC UES from among the shares placed at the 

disposal of OAO FGC UES receivable by any shareholder of JSC Minoritarnii Holding FGC UES 

shall be a part of the integer determined by multiplying the number of ordinary shares in OAO 

FGC UES receivable by such shareholder in accordance with sub-paragraph two of this paragraph 

(after round-off) by the ratio of the total number of ordinary shares in OAO FGC UES placed at 

the disposal of OAO FGC UES during a takeover of JSC Minoritarnii Holding FGC UES to the 

total number of ordinary shares in OAO FGC UES necessary to convert into them all ordinary 

and preference shares in JSC Minoritarnii Holding FGC UES. 

The number of ordinary shares in OAO FGC UES from among the additional shares 

receivable by any shareholder of JSC Minoritarnii Holding FGC UES shall be determined as the 

difference between the number of ordinary shares in OAO FGC UES receivable by such 

shareholder in accordance with sub-paragraph two of this paragraph (after round-off) and the 

number of shares in OAO FGC UES from among the shares placed at the disposal of OAO FGC 

UES receivable by such shareholder. 


takeover of JSC Minoritarnii Holding FGC UES (and/or as a result of a takeover of any other 

target companies if such other companies are taken over together) which OAO FGC UES will 

still have at its disposal after the conversion of shares in JSC Minoritarnii Holding FGC UES (and 

after the conversion of shares in any other target companies if such other companies are taken 

over together) shall be canceled. 





0.1275576165696140 ordinary shares in JSC Minoritarnii Holding FGC UES shall be 

converted into 1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) 

rubles; 

0.1392854515938140 preference shares in JSC Minoritarnii Holding FGC UES shall be 


rubles. 

4.5. The shares in JSC Minoritarnii Holding FGC UES shall be recognized as converted into 

ordinary shares in OAO FGC UES on the day on which an entry is made into the Unified State 

Register of Legal Entities about the termination of operation of JSC Minoritarnii Holding FGC 

UES based on data from the JSC Minoritarnii Holding FGC UES Shareholder Register on the 

above-mentioned date. 

4.6. The shares in JSC Minoritarnii Holding FGC UES to be converted shall be canceled upon 

conversion. 



approved by this resolution on behalf of JSC Minoritarnii Holding FGC UES. 






33,396,122,096 


119

For 31,753,531,421 95.0815% 

Against 834,756,371 2.4996% 

Abstained 118,675,947 0.3554% 


For issue 33: 

1. JSC Minoritarnii Holding GidroOGK to be established through the reorganization of RAO 



resolution. 











provisions on the appointment of JSC Minoritarnii Holding GidroOGK as the legal successor to 

RAO UES of Russia will be a deed of delivery for JSC Minoritarnii Holding GidroOGK under 

which the rights and duties of RAO UES of Russia transfer to OAO HydroOGK. 




4.1. All shares in JSC Minoritarnii Holding GidroOGK shall be converted into the additional 


4.2. If JSC Minoritarnii Holding GidroOGK is taken over by OAO HydroOGK along with JSC 

Gosudarstvennii Holding GidroOGK (or along with JSC Gosudarstvennii Holding GidroOGK 

and any other companies), all shares in JSC Minoritarnii Holding GidroOGK shall be converted 

into the additional ordinary shares in OAO HydroOGK placed at the disposal of OAO 

HydroOGK. 


Minoritarnii Holding GidroOGK as a result of conversion the calculated number of shares to be 

held by such shareholder of JSC Minoritarnii Holding GidroOGK is a fraction, the fractional part 







shall receive one share in OAO HydroOGK from among the shares placed at the disposal 

of OAO HydroOGK. 


takeover of JSC Minoritarnii Holding GidroOGK and JSC Gosudarstvennii Holding GidroOGK 

(and/or as a result of a takeover of any other target companies if such other companies are taken 

over together) which OAO HydroOGK will still have at its disposal after the conversion of shares 

in JSC Minoritarnii Holding GidroOGK (and after the conversion of shares in any other target 


120

4.3. If JSC Minoritarnii Holding GidroOGK is not taken over by OAO HydroOGK along with 

JSC Gosudarstvennii Holding GidroOGK (or along with JSC Gosudarstvennii Holding 

GidroOGK and any other companies), all shares in JSC Minoritarnii Holding GidroOGK shall be 

converted into the additional ordinary shares in OAO HydroOGK placed at the disposal of OAO 

HydroOGK and into the additional ordinary shares in OAO HydroOGK. 

In this case the number of ordinary shares in OAO HydroOGK receivable by each 

shareholder of JSC Minoritarnii Holding GidroOGK shall be calculated by dividing the number 

of a certain category of shares in JSC Minoritarnii Holding GidroOGK owned by such 

shareholder by the applicable conversion ratio. 


Minoritarnii Holding GidroOGK the calculated number of shares to be held by such shareholder 

of JSC Minoritarnii Holding GidroOGK is a fraction, the fractional part of the quantity of shares 

shall be rounded off in accordance with the following rule: 






shall receive one share in OAO HydroOGK. 

The number of ordinary shares in OAO HydroOGK from among the shares placed at the 

disposal of OAO HydroOGK receivable by any shareholder of JSC Minoritarnii Holding 

GidroOGK shall be a part of the integer determined by multiplying the number of ordinary shares 

in OAO HydroOGK receivable by such shareholder in accordance with sub-paragraph two of this 

paragraph (after round-off) by the ratio of the total number of ordinary shares in OAO 

HydroOGK placed at the disposal of OAO HydroOGK to the total number of ordinary shares in 

OAO HydroOGK necessary to convert into them all ordinary and preference shares in JSC 

Minoritarnii Holding GidroOGK. 

The number of ordinary shares in OAO HydroOGK from among the additional shares 

receivable by any shareholder of JSC Minoritarnii Holding GidroOGK shall be determined as the 

difference between the number of ordinary shares in OAO HydroOGK receivable by such 


number of shares in OAO HydroOGK from among the shares placed at the disposal of OAO 

HydroOGK receivable by such shareholder. 


takeover of JSC Minoritarnii Holding GidroOGK (and as a result of a takeover of any other target 

companies if such other companies are taken over together) which OAO HydroOGK will still 

have at its disposal after the conversion of shares in JSC Minoritarnii Holding GidroOGK (and 







0.2895891255957020 ordinary shares in JSC Minoritarnii Holding GidroOGK shall be 


0.3162143760599500 preference shares in JSC Minoritarnii Holding GidroOGK shall be 


4.5. The shares in JSC Minoritarnii Holding GidroOGK shall be recognized as converted into 


Register of Legal Entities about the termination of operation of JSC Minoritarnii Holding 

GidroOGK based on data from the JSC Minoritarnii Holding GidroOGK Shareholder Register on 

the above-mentioned date. 

121

4.6. The shares in JSC Minoritarnii Holding GidroOGK to be converted shall be canceled upon 

conversion. 



approved by this resolution on behalf of JSC Minoritarnii Holding GidroOGK. 







For 31,754,405,375 95.0841% 

Against 836,281,866 2.5041% 

Abstained 119,856,851 0.3589% 


For issue 34: 

1. JSC OGK-1 Holding to be established through the reorganization of RAO UES of Russia shall 

be reorganized through its takeover by OAO OGK-1 (OGRN: 1057200597960) as provided for 

by this resolution and the agreement for takeover of JSC OGK-1 Holding by OAO OGK-1. 

2. The agreement for takeover of JSC OGK-1 Holding by OAO OGK-1 (Appendix 31) shall be 

approved. 


provisions on the appointment of JSC OGK-1 Holding as the legal successor to RAO UES of 

Russia will be a deed of delivery for JSC OGK-1 Holding under which the rights and duties of 

RAO UES of Russia transfer to OAO OGK-1. 


4. The following procedure and conditions for the conversion of shares in JSC OGK-1 

Holding into the shares in OAO OGK-1 shall be defined: 

4.1. All shares in JSC OGK-1 Holding shall be converted into the shares in OAO OGK-1 placed 

at the disposal of OAO OGK-1 as a result of a takeover of JSC OGK-1 Holding, into the shares 

acquired and/or repurchased by OAO OGK-1 and/or into the additional shares in OAO OGK-1 (if 

the shares in OAO OGK-1 placed at the disposal of OAO OGK-1 as a result of a takeover of JSC 

OGK-1 Holding, as well as the shares acquired and/or repurchased by OAO OGK-1 are not 

enough to convert all shares in JSC OGK-1 Holding in accordance with the approved conversion 

ratios). 

4.2. In case of issue of additional ordinary shares in OAO OGK-1 they shall provide to the 

shareholders the same rights as the outstanding ordinary shares in OAO OGK-1 in accordance 

with the Articles of Association of OAO OGK-1 and the laws of the Russian Federation. 


1.0394788264145200 ordinary shares in JSC OGK-1 Holding shall be converted into 1 

ordinary share in OAO OGK-1 with the par value specified in paragraph 4.2 of the Articles of 

Association of OAO OGK-1; 

1.1350500397625200 preference shares in JSC OGK-1 Holding shall be converted into 1 


Association of OAO OGK-1. 

4.4. The number of ordinary shares in OAO OGK-1 receivable by each shareholder of JSC OGK- 

1 Holding shall be calculated by dividing the number of a certain category of shares in JSC OGK- 

1 Holding owned by such shareholder by the applicable conversion ratio. 

If in the calculation of shares in OAO OGK-1 receivable by any shareholder of JSC OGK-1 

Holding the calculated number of shares to be held by such shareholder of JSC OGK-1 Holding is 

122

a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with the 

following rule: 






shall receive one share in OAO OGK-1. 

In case of issue of additional ordinary shares in OAO OGK-1 the number of ordinary shares in 

OAO OGK-1 from among the shares placed at the disposal of and/or repurchased and/or acquired 

by OAO OGK-1 receivable by any shareholder of JSC OGK-1 Holding shall be a part of the 

integer determined by multiplying the number of ordinary shares in OAO OGK-1 receivable by 

such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the 

ratio of the total number of ordinary shares in OAO OGK-1 placed at the disposal of OAO OGK- 

1 during a takeover of JSC OGK-1 Holding and/or repurchased and/or acquired by OAO OGK-1 

to the total number of ordinary shares in OAO OGK-1 necessary to convert into them all ordinary 

and preference shares in JSC OGK-1 Holding. The number of ordinary shares in OAO OGK-1 

from among the additional shares receivable by any shareholder of JSC OGK-1 Holding shall be 

determined as the difference between the number of ordinary shares in OAO OGK-1 receivable 

by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and 

the number of shares in OAO OGK-1 from among the shares placed at the disposal of and/or 

repurchased and/or acquired by OAO OGK-1 receivable by such shareholder. 

4.5. The shares in JSC OGK-1 Holding shall be recognized as converted into ordinary shares in 

OAO OGK-1 on the day on which an entry is made into the Unified State Register of Legal 

Entities about the termination of operation of JSC OGK-1 Holding based on data from the JSC 

OGK-1 Holding Shareholder Register on the above-mentioned date. 

4.6. The shares in JSC OGK-1 Holding to be converted shall be canceled upon conversion. 

5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES 

of Russia, shall be appointed as the person holding the right to sign the agreement for takeover of 

JSC OGK-1 Holding by OAO OGK-1 approved by this resolution on behalf of JSC OGK-1 

Holding. 







For 31,751,683,465 95.0760% 

Against 835,537,828 2.5019% 

Abstained 119,568,715 0.3580% 


For issue 35: 





approved. 



123




4. The following procedure and conditions for the conversion of shares in JSC OGK-2 Holding 

into the shares in OAO OGK-2 shall be defined: 







ratios). 






ordinary share in OAO OGK-2, each with a par value of 0.3627 (three-thousand, six-hundred and 

twenty-seven ten-thousandths) rubles; 



twenty-seven ten-thousandths) rubles. 






























124





Russia, shall be appointed as the person holding the right to sign the agreement for takeover of 


Holding. 







For 31,753,253,613 95.0807% 

Against 838,730,532 2.5115% 

Abstained 119,020,664 0.3564% 


For issue 36: 





approved. 














ratios). 






ordinary share in OAO OGK-3, each with a par value of one (1) ruble; 


ordinary share in OAO OGK-3, each with a par value of one (1) ruble. 






125































Holding. 







For 31,750,235,095 95.0716% 

Against 835,243,789 2.5010% 

Abstained 119,518,498 0.3579% 


For issue 37: 





approved. 



126












ratios). 






ordinary share in OAO OGK-4, each with a par value of 0.40 (forty one-hundredths) rubles; 


ordinary share in OAO OGK-4, each with a par value of 0.40 (forty one-hundredths) rubles. 

































127




Holding.. 







For 31,757,183,578 95.0924% 

Against 834,354,158 2.4984% 

Abstained 119,454,171 0.3577% 


For issue 38: 





approved. 














ratios). 






ordinary share in OAO OGK-6, each with a par value of 0.48 (forty-eight one-hundredths) rubles; 

1,8708889248791900 preference shares in JSC OGK-6 Holding shall be converted into 1 

ordinary share in OAO OGK-6, each with a par value of 0.48 (forty-eight one-hundredths) rubles. 








128





























Holding 







For 31,750,001,557 95.0709% 

Against 837,252,176 2.5070% 

Abstained 118,704,285 0.3554% 


For issue 39: 

1. JSC TGK-1 Holding to be established through the reorganization of RAO UES of Russia shall 

be reorganized through its takeover by OAO TGK-1 (OGRN: 1057810153400) as provided for by 

this resolution and the agreement for takeover of JSC TGK-1 Holding by OAO TGK-1. 

2. The agreement for takeover of JSC TGK-1 Holding by OAO TGK-1 (Appendix 36) shall be 

approved. 


provisions on the appointment of JSC TGK-1 Holding as the legal successor to RAO UES of 

Russia will be a deed of delivery for JSC TGK-1 Holding under which the rights and duties of 

RAO UES of Russia transfer to OAO TGK-1. 


129

4. The following procedure and conditions for the conversion of shares in JSC TGK-1 Holding 

into the shares in OAO TGK-1 shall be defined: 

4.1. All shares in JSC TGK-1 Holding shall be converted into the shares in OAO TGK-1 placed at 

the disposal of OAO TGK-1 as a result of a takeover of JSC TGK-1 Holding, into the shares 

acquired and/or repurchased by OAO TGK-1 and/or into the additional shares in OAO TGK-1 (if 

the shares in OAO TGK-1 placed at the disposal of OAO TGK-1 as a result of a takeover of JSC 

TGK-1 Holding, as well as the shares acquired and/or repurchased by OAO TGK-1 are not 

enough to convert all shares in JSC TGK-1 Holding in accordance with the approved conversion 

ratios). 

4.2. In case of issue of additional ordinary shares in OAO TGK-1 they shall provide to the 

shareholders the same rights as the outstanding ordinary shares in OAO TGK-1 in accordance 

with the Articles of Association of OAO TGK-1 and the laws of the Russian Federation. 


0.0261552883800093 ordinary shares in JSC TGK-1 Holding shall be converted into 1 

ordinary share in OAO TGK-1, each with a par value of 0.01 (one one-hundredths) rubles; 

0.0285600440926069 preference shares in JSC TGK-1 Holding shall be converted into 1 

ordinary share in OAO TGK-1, each with a par value of 0.01 (one one-hundredths) rubles. 

4.4. The number of ordinary shares in OAO TGK-1 receivable by each shareholder of JSC TGK- 

1 Holding shall be calculated by dividing the number of a certain category of shares in JSC TGK- 


If in the calculation of shares in OAO TGK-1 receivable by any shareholder of JSC TGK-1 

Holding the calculated number of shares to be held by such shareholder of JSC TGK-1 Holding is 








shall receive one share in OAO TGK-1. 

In case of issue of additional ordinary shares in OAO TGK-1 the number of ordinary shares in 

OAO TGK-1 from among the shares placed at the disposal of and/or repurchased and/or acquired 

by OAO TGK-1 receivable by any shareholder of JSC TGK-1 Holding shall be a part of the 

integer determined by multiplying the number of ordinary shares in OAO TGK-1 receivable by 


ratio of the total number of ordinary shares in OAO TGK-1 placed at the disposal of OAO TGK-1 

during a takeover of JSC TGK-1 Holding and/or repurchased and/or acquired by OAO TGK-1 to 

the total number of ordinary shares in OAO TGK-1 necessary to convert into them all ordinary 

and preference shares in JSC TGK-1 Holding. The number of ordinary shares in OAO TGK-1 

from among the additional shares receivable by any shareholder of JSC TGK-1 Holding shall be 

determined as the difference between the number of ordinary shares in OAO TGK-1 receivable 


the number of shares in OAO TGK-1 from among the shares placed at the disposal of and/or 

repurchased and/or acquired by OAO TGK-1 receivable by such shareholder. 

4.5. The shares in JSC TGK-1 Holding shall be recognized as converted into ordinary shares in 

OAO TGK-1 on the day on which an entry is made into the Unified State Register of Legal 

Entities about the termination of operation of JSC TGK-1 Holding based on data from the JSC 

TGK-1 Holding Shareholder Register on the above-mentioned date. 

4.6. The shares in JSC TGK-1 Holding to be converted shall be canceled upon conversion. 



130

JSC TGK-1 Holding by OAO TGK-1 approved by this resolution on behalf of JSC TGK-1 

Holding 

Number of votes held by the persons included in the list of persons 


43,116,903,368 





For 31,754,979,465 95.0858% 

Against 836,191,040 2.5039% 

Abstained 119,744,922 0.3586% 


For issue 40: 





approved. 














ratios). 


















131



























Holding. 







For 31,751,241,871 95.0746% 

Against 835,497,616 2.5018% 

Abstained 119,368,003 0.3574% 


For issue 41: 

1. JSC Mosenergo Holding to be established through the reorganization of RAO UES of Russia 

shall be reorganized through its takeover by OAO Mosenergo (OGRN: 1027700302420) as 

provided for by this resolution and the agreement for takeover of JSC Mosenergo Holding by 

OAO Mosenergo. 

2. The agreement for takeover of JSC Mosenergo Holding by OAO Mosenergo (Appendix 38) 



provisions on the appointment of JSC Mosenergo Holding as the legal successor to RAO UES of 

Russia will be a deed of delivery for JSC Mosenergo Holding under which the rights and duties of 

RAO UES of Russia transfer to OAO Mosenergo. 


132

4. The following procedure and conditions for the conversion of shares in JSC Mosenergo 

Holding into the shares in OAO Mosenergo shall be defined: 

4.1. All shares in JSC Mosenergo Holding shall be converted into the shares in OAO Mosenergo 

placed at the disposal of OAO Mosenergo as a result of a takeover of JSC Mosenergo Holding, 

into the shares acquired and/or repurchased by OAO Mosenergo and/or into the additional shares 

in OAO Mosenergo (if the shares in OAO Mosenergo placed at the disposal of OAO Mosenergo 

as a result of a takeover of JSC Mosenergo Holding, as well as the shares acquired and/or 

repurchased by OAO Mosenergo are not enough to convert all shares in JSC Mosenergo Holding 

in accordance with the approved conversion ratios). 

4.2. In case of issue of additional ordinary shares in OAO Mosenergo they shall provide to the 

shareholders the same rights as the outstanding ordinary shares in OAO Mosenergo in accordance 

with the Articles of Association of OAO Mosenergo and the laws of the Russian Federation. 


2.9763321903943500 ordinary shares in JSC Mosenergo Holding shall be converted into 

1 ordinary share in OAO Mosenergo, each with a par value of one (1) ruble; 

3.2499805529529900 preference shares in JSC Mosenergo Holding shall be converted 

into 1 ordinary share in OAO Mosenergo, each with a par value of one (1) ruble. 

4.4. The number of ordinary shares in OAO Mosenergo receivable by each shareholder of JSC 

Mosenergo Holding shall be calculated by dividing the number of a certain category of shares in 

JSC Mosenergo Holding owned by such shareholder by the applicable conversion ratio. 

If in the calculation of shares in OAO Mosenergo receivable by any shareholder of JSC 

Mosenergo Holding the calculated number of shares to be held by such shareholder of JSC 

Mosenergo Holding is a fraction, the fractional part of the quantity of shares shall be rounded off 

in accordance with the following rule: 






shall receive one share in OAO Mosenergo. 

In case of issue of additional ordinary shares in OAO Mosenergo the number of ordinary 

shares in OAO Mosenergo from among the shares placed at the disposal of and/or repurchased 

and/or acquired by OAO Mosenergo receivable by any shareholder of JSC Mosenergo Holding 


Mosenergo receivable by such shareholder in accordance with sub-paragraph one of this 

paragraph (after round-off) by the ratio of the total number of ordinary shares in OAO Mosenergo 

placed at the disposal of OAO Mosenergo during a takeover of JSC Mosenergo Holding and/or 

repurchased and/or acquired by OAO Mosenergo to the total number of ordinary shares in OAO 

Mosenergo necessary to convert into them all ordinary and preference shares in JSC Mosenergo 

Holding. The number of ordinary shares in OAO Mosenergo from among the additional shares 

receivable by any shareholder of JSC Mosenergo Holding shall be determined as the difference 

between the number of ordinary shares in OAO Mosenergo receivable by such shareholder in 

accordance with sub-paragraph one of this paragraph (after round-off) and the number of shares 

in OAO Mosenergo from among the shares placed at the disposal of and/or repurchased and/or 

acquired by OAO Mosenergo receivable by such shareholder. 

4.5. The shares in JSC Mosenergo Holding shall be recognized as converted into ordinary shares 

in OAO Mosenergo on the day on which an entry is made into the Unified State Register of Legal 

Entities about the termination of operation of JSC Mosenergo Holding based on data from the 

JSC Mosenergo Holding Shareholder Register on the above-mentioned date. 

4.6. The shares in JSC Mosenergo Holding to be converted shall be canceled upon conversion. 



133

JSC Mosenergo Holding by OAO Mosenergo approved by this resolution on behalf of JSC 

Mosenergo Holding. 

Number of votes held by the persons included in the list of persons 


43,116,903,368 





For 31,754,526,658 95.0845% 

Against 836,303,710 2.5042% 

Abstained 119,301,376 0.3572% 


For issue 42: 





approved. 














ratios). 


















134



























Holding. 







For 31,751,813,272 95.0763% 

Against 834,508,876 2.4988% 

Abstained 119,557,861 0.3580% 


For issue 43: 





approved. 

7. It shall be specified that the separation balance sheet of RAO UES of Russia containing 

the provisions on the appointment of JSC TGK-6 Holding as the legal successor to RAO UES of 




8. The following procedure and conditions for the conversion of shares in JSC TGK-6 

Holding into the shares in OAO TGK-6 shall be defined: 

135







ratios). 












































Holding. 


136






For 31,755,961,310 95.0888% 

Against 834,215,377 2.4979% 

Abstained 120,530,213 0.3609% 


For issue 44: 

1. JSC Voljskaya TGK Holding to be established through the reorganization of RAO UES of 

Russia shall be reorganized through its takeover by OAO Volzhskaya TGK (OGRN: 

1056315070350) as provided for by this resolution and the agreement for takeover of JSC 

Voljskaya TGK Holding by OAO Volzhskaya TGK. 

2. The agreement for takeover of JSC Voljskaya TGK Holding by OAO Volzhskaya TGK 



provisions on the appointment of JSC Voljskaya TGK Holding as the legal successor to RAO 

UES of Russia will be a deed of delivery for JSC Voljskaya TGK Holding under which the rights 

and duties of RAO UES of Russia transfer to OAO Volzhskaya TGK. 


4. The following procedure and conditions for the conversion of shares in JSC Voljskaya TGK 

Holding into the shares in OAO Volzhskaya TGK shall be defined: 

4.1. All shares in JSC Voljskaya TGK Holding shall be converted into the shares in OAO 

Volzhskaya TGK placed at the disposal of OAO Volzhskaya TGK as a result of a takeover of JSC 

Voljskaya TGK Holding, into the shares acquired and/or repurchased by OAO Volzhskaya TGK 

and/or into the additional shares in OAO Volzhskaya TGK (if the shares in OAO Volzhskaya 

TGK placed at the disposal of OAO Volzhskaya TGK as a result of a takeover of JSC Voljskaya 

TGK Holding, as well as the shares acquired and/or repurchased by OAO Volzhskaya TGK are 

not enough to convert all shares in JSC Voljskaya TGK Holding in accordance with the approved 

conversion ratios). 

4.2. In case of issue of additional ordinary shares in OAO Volzhskaya TGK they shall provide to 

the shareholders the same rights as the outstanding ordinary shares in OAO Volzhskaya TGK in 

accordance with the Articles of Association of OAO Volzhskaya TGK and the laws of the 

Russian Federation. 


2.9903697466398600 ordinary shares in JSC Voljskaya TGK Holding shall be converted 

into 1 ordinary share in OAO Volzhskaya TGK, each with a par value of one (1) ruble; 

3.2653087427821100 preference shares in JSC Voljskaya TGK Holding shall be 

converted into 1 ordinary share in OAO Volzhskaya TGK, each with a par value of one (1) ruble. 

4.4. The number of ordinary shares in OAO Volzhskaya TGK receivable by each shareholder of 

JSC Voljskaya TGK Holding shall be calculated by dividing the number of a certain category of 

shares in JSC Voljskaya TGK Holding owned by such shareholder by the applicable conversion 

ratio. 

If in the calculation of shares in OAO Volzhskaya TGK receivable by any shareholder of JSC 

Voljskaya TGK Holding the calculated number of shares to be held by such shareholder of JSC 

Voljskaya TGK Holding is a fraction, the fractional part of the quantity of shares shall be rounded 

off in accordance with the following rule: 



137




shall receive one share in OAO Volzhskaya TGK. 

In case of issue of additional ordinary shares in OAO Volzhskaya TGK the number of 

ordinary shares in OAO Volzhskaya TGK from among the shares placed at the disposal of and/or 

repurchased and/or acquired by OAO Volzhskaya TGK receivable by any shareholder of JSC 

Voljskaya TGK Holding shall be a part of the integer determined by multiplying the number of 

ordinary shares in OAO Volzhskaya TGK receivable by such shareholder in accordance with subparagraph 

one of this paragraph (after round-off) by the ratio of the total number of ordinary 

shares in OAO Volzhskaya TGK placed at the disposal of OAO Volzhskaya TGK during a 

takeover of JSC Voljskaya TGK Holding and/or repurchased and/or acquired by OAO 

Volzhskaya TGK to the total number of ordinary shares in OAO Volzhskaya TGK necessary to 

convert into them all ordinary and preference shares in JSC Voljskaya TGK Holding. The number 

of ordinary shares in OAO Volzhskaya TGK from among the additional shares receivable by any 

shareholder of JSC Voljskaya TGK Holding shall be determined as the difference between the 

number of ordinary shares in OAO Volzhskaya TGK receivable by such shareholder in 


in OAO Volzhskaya TGK from among the shares placed at the disposal of and/or repurchased 

and/or acquired by OAO Volzhskaya TGK receivable by such shareholder. 

4.5. The shares in JSC Voljskaya TGK Holding shall be recognized as converted into ordinary 

shares in OAO Volzhskaya TGK on the day on which an entry is made into the Unified State 

Register of Legal Entities about the termination of operation of JSC Voljskaya TGK Holding 

based on data from the JSC Voljskaya TGK Holding Shareholder Register on the abovementioned 

date. 

4.6. The shares in JSC Voljskaya TGK Holding to be converted shall be canceled upon 

conversion. 



JSC Voljskaya TGK Holding by OAO Volzhskaya TGK approved by this resolution on behalf of 

JSC Voljskaya TGK Holding. 







For 31,753,799,760 95.0823% 

Against 834,315,498 2.4982% 

Abstained 120,180,661 0.3599% 


For issue 45: 

9. JSC UGK TGK-8 Holding to be established through the reorganization of RAO UES of 

Russia shall be reorganized through its takeover by OAO YUGK TGK-8 (OGRN: 

1053000012790) as provided for by this resolution and the agreement for takeover of JSC UGK 

TGK-8 Holding by OAO YUGK TGK-8. 

2. The agreement for takeover of JSC UGK TGK-8 Holding by OAO YUGK TGK-8 



provisions on the appointment of JSC UGK TGK-8 Holding as the legal successor to RAO UES 

138

of Russia will be a deed of delivery for JSC UGK TGK-8 Holding under which the rights and 

duties of RAO UES of Russia transfer to OAO YUGK TGK-8. 


4. The following procedure and conditions for the conversion of shares in JSC UGK TGK-8 

Holding into the shares in OAO YUGK TGK-8 shall be defined: 

4.1. All shares in JSC UGK TGK-8 Holding shall be converted into the shares in OAO YUGK 

TGK-8 placed at the disposal of OAO YUGK TGK-8 as a result of a takeover of JSC UGK TGK- 

8 Holding, into the shares acquired and/or repurchased by OAO YUGK TGK-8 and/or into the 

additional shares in OAO YUGK TGK-8 (if the shares in OAO YUGK TGK-8 placed at the 

disposal of OAO YUGK TGK-8 as a result of a takeover of JSC UGK TGK-8 Holding, as well as 

the shares acquired and/or repurchased by OAO YUGK TGK-8 are not enough to convert all 

shares in JSC UGK TGK-8 Holding in accordance with the approved conversion ratios). 

4.2. In case of issue of additional ordinary shares in OAO YUGK TGK-8 they shall provide to the 

shareholders the same rights as the outstanding ordinary shares in OAO YUGK TGK-8 in 

accordance with the Articles of Association of OAO YUGK TGK-8 and the laws of the Russian 

Federation. 


0.0579291131548263 ordinary shares in JSC UGK TGK-8 Holding shall be converted 

into 1 ordinary share in OAO YUGK TGK-8, each with a par value of 0.01 (one one-hundredths) 

rubles; 

0.0632552010862921 preference shares in JSC UGK TGK-8 Holding shall be converted 


rubles. 

4.4. The number of ordinary shares in OAO YUGK TGK-8 receivable by each shareholder of 

JSC UGK TGK-8 Holding shall be calculated by dividing the number of a certain category of 

shares in JSC UGK TGK-8 Holding owned by such shareholder by the applicable conversion 

ratio. 

If in the calculation of shares in OAO YUGK TGK-8 receivable by any shareholder of JSC 

UGK TGK-8 Holding the calculated number of shares to be held by such shareholder of JSC 

UGK TGK-8 Holding is a fraction, the fractional part of the quantity of shares shall be rounded 







shall receive one share in OAO YUGK TGK-8. 

In case of issue of additional ordinary shares in OAO YUGK TGK-8 the number of ordinary 

shares in OAO YUGK TGK-8 from among the shares placed at the disposal of and/or 

repurchased and/or acquired by OAO YUGK TGK-8 receivable by any shareholder of JSC UGK 

TGK-8 Holding shall be a part of the integer determined by multiplying the number of ordinary 

shares in OAO YUGK TGK-8 receivable by such shareholder in accordance with sub-paragraph 

one of this paragraph (after round-off) by the ratio of the total number of ordinary shares in OAO 

YUGK TGK-8 placed at the disposal of OAO YUGK TGK-8 during a takeover of JSC UGK 

TGK-8 Holding and/or repurchased and/or acquired by OAO YUGK TGK-8 to the total number 

of ordinary shares in OAO YUGK TGK-8 necessary to convert into them all ordinary and 

preference shares in JSC UGK TGK-8 Holding. The number of ordinary shares in OAO YUGK 

TGK-8 from among the additional shares receivable by any shareholder of JSC UGK TGK-8 

Holding shall be determined as the difference between the number of ordinary shares in OAO 

YUGK TGK-8 receivable by such shareholder in accordance with sub-paragraph one of this 

paragraph (after round-off) and the number of shares in OAO YUGK TGK-8 from among the 

139

shares placed at the disposal of and/or repurchased and/or acquired by OAO YUGK TGK-8 

receivable by such shareholder. 

4.5. The shares in JSC UGK TGK-8 Holding shall be recognized as converted into ordinary 

shares in OAO YUGK TGK-8 on the day on which an entry is made into the Unified State 

Register of Legal Entities about the termination of operation of JSC UGK TGK-8 Holding based 

on data from the JSC UGK TGK-8 Holding Shareholder Register on the above-mentioned date. 

4.6. The shares in JSC UGK TGK-8 Holding to be converted shall be canceled upon conversion. 



JSC UGK TGK-8 Holding by OAO YUGK TGK-8 approved by this resolution on behalf of JSC 

UGK TGK-8 Holding. 







For 31,713,752,731 94.9624% 

Against 848,412,505 2.5405% 

Abstained 120,610,078 0.3611% 


For issue 46: 




10. The agreement for takeover of JSC TGK-9 Holding by OAO TGK-9 (Appendix 43) shall 

be approved. 


the provisions on the appointment of JSC TGK-9 Holding as the legal successor to RAO UES of 












ratios). 






ordinary share in OAO TGK-9, each with a par value of 0.003 (three one-thousandths) rubles; 


ordinary share in OAO TGK-9, each with a par value of 0.003 (three one-thousandths) rubles. 

140




































Holding. 







For 31,753,901,182 95.0826% 

Against 834,580,052 2.4990% 

Abstained 120,000,894 0.3593% 


For issue 47: 


be reorganized through its takeover by OAO TGK-10 (OGRN: 1058602102437) as provided for 

by this resolution and the agreement for takeover of JSC TGK-10 Holding by OAO TGK-10. 

141


be approved. 








4.1. All shares in JSC TGK-10 Holding shall be converted into the shares in OAO TGK-10 

placed at the disposal of OAO TGK-10 as a result of a takeover of JSC TGK-10 Holding, into the 

shares acquired and/or repurchased by OAO TGK-10 and/or into the additional shares in OAO 

TGK-10 (if the shares in OAO TGK-10 placed at the disposal of OAO TGK-10 as a result of a 

takeover of JSC TGK-10 Holding, as well as the shares acquired and/or repurchased by OAO 

TGK-10 are not enough to convert all shares in JSC TGK-10 Holding in accordance with the 

approved conversion ratios). 






ordinary share in OAO TGK-10, each with a par value of 1.66 (one and sixty-six one-hundredths) 

rubles; 

123.2262609678840000 preference shares in JSC TGK-10 Holding shall be converted 

into 1 ordinary share in OAO TGK-10, each with a par value of 1.66 (one and sixty-six onehundredths) 

rubles. 

If prior to the date of placement of shares in JSC TGK-10 Holding, the shares in OAO TGK- 

10 are split through an increase in the par value of one ordinary share in OAO TGK-10 from 1.66 

(one and sixty-six one-hundredths) rubles to 0.01 (one one-hundredths) rubles, conversion ratios 

shall be as follows: 

0,6798229490978070 ordinary shares in JSC TGK-10 Holding shall be converted into 1 


0,7423268716944830 preference shares in JSC TGK-10 Holding shall be converted into 1 


4.4. The number of ordinary shares in OAO TGK-10 receivable by each shareholder of JSC 

TGK-10 Holding shall be calculated by dividing the number of a certain category of shares in 

JSC TGK-10 Holding owned by such shareholder by the applicable conversion ratio. 


Holding the calculated number of shares to be held by such shareholder of JSC TGK-10 Holding 

is a fraction, the fractional part of the quantity of shares shall be rounded off in accordance with 

the following rule: 







In case of issue of additional ordinary shares in OAO TGK-10 the number of ordinary shares 

in OAO TGK-10 from among the shares placed at the disposal of and/or repurchased and/or 

acquired by OAO TGK-10 receivable by any shareholder of JSC TGK-10 Holding shall be a part 

of the integer determined by multiplying the number of ordinary shares in OAO TGK-10 

receivable by such shareholder in accordance with sub-paragraph one of this paragraph (after 

142

ound-off) by the ratio of the total number of ordinary shares in OAO TGK-10 placed at the 

disposal of OAO TGK-10 during a takeover of JSC TGK-10 Holding and/or repurchased and/or 

acquired by OAO TGK-10 to the total number of ordinary shares in OAO TGK-10 necessary to 

convert into them all ordinary and preference shares in JSC TGK-10 Holding. The number of 

ordinary shares in OAO TGK-10 from among the additional shares receivable by any shareholder 

of JSC TGK-10 Holding shall be determined as the difference between the number of ordinary 

shares in OAO TGK-10 receivable by such shareholder in accordance with sub-paragraph one of 

this paragraph (after round-off) and the number of shares in OAO TGK-10 from among the shares 

placed at the disposal of and/or repurchased and/or acquired by OAO TGK-10 receivable by such 

shareholder. 




Holding. 







For 31,753,622,747 95.0818% 

Against 834,346,050 2.4983% 

Abstained 120,378,555 0.3605% 


For issue 48: 





be approved. 





















143





















round-off) by the ratio of the total number of ordinary shares in OAO TGK-11 placed at the 









shareholder. 









Holding. 







For 31,757,098,645 95.0922% 

Against 834,398,609 2.4985% 

Abstained 119,900,027 0.3590% 


For issue 49: 

144

1. JSC Kuzbassenergo Holding to be established through the reorganization of RAO UES of 

Russia shall be reorganized through its takeover by OAO Kuzbassenergo (OGRN: 


Kuzbassenergo Holding by OAO Kuzbassenergo. 

2. The agreement for takeover of JSC Kuzbassenergo Holding by OAO Kuzbassenergo 



provisions on the appointment of JSC Kuzbassenergo Holding as the legal successor to RAO 

UES of Russia will be a deed of delivery for JSC Kuzbassenergo Holding under which the rights 

and duties of RAO UES of Russia transfer to OAO Kuzbassenergo. 


4. The following procedure and conditions for the conversion of shares in JSC Kuzbassenergo 

Holding into the shares in OAO Kuzbassenergo shall be defined: 

4.1. All shares in JSC Kuzbassenergo Holding shall be converted into the shares in OAO 

Kuzbassenergo placed at the disposal of OAO Kuzbassenergo as a result of a takeover of JSC 

Kuzbassenergo Holding, into the shares acquired and/or repurchased by OAO Kuzbassenergo 

and/or into the additional shares in OAO Kuzbassenergo (if the shares in OAO Kuzbassenergo 

placed at the disposal of OAO Kuzbassenergo as a result of a takeover of JSC Kuzbassenergo 

Holding, as well as the shares acquired and/or repurchased by OAO Kuzbassenergo are not 

enough to convert all shares in JSC Kuzbassenergo Holding in accordance with the approved 


4.2. In case of issue of additional ordinary shares in OAO Kuzbassenergo they shall provide to 

the shareholders the same rights as the outstanding ordinary shares in OAO Kuzbassenergo in 

accordance with the Articles of Association of OAO Kuzbassenergo and the laws of the Russian 

Federation. 


143.0401832908600000 ordinary shares in JSC Kuzbassenergo Holding shall be 

converted into 1 ordinary share in OAO Kuzbassenergo, each with a par value of one (1.00) 

ruble; 

156.1915082887740000 preference shares in JSC Kuzbassenergo Holding shall be 

converted into 1 ordinary share in OAO Kuzbassenergo, each with a par value of one (1.00) ruble. 

If prior to the date of placement of shares in JSC Kuzbassenergo Holding, the shares in OAO 

Kuzbassenergo are split through an increase in the par value of one ordinary share in OAO 

Kuzbassenergo from one (1.00) ruble to 0.01 (one one-hundredths) rubles, conversion ratios shall 

be as follows: 

1.4304018329086000 ordinary shares in JSC Kuzbassenergo Holding shall be converted 

into 1 ordinary share in OAO Kuzbassenergo, each with a par value of 0.01 (one one-hundredths) 

rubles; 

1.5619150828877400 preference shares in JSC Kuzbassenergo Holding shall be converted 


rubles. 

4.4. The number of ordinary shares in OAO Kuzbassenergo receivable by each shareholder of 

JSC Kuzbassenergo Holding shall be calculated by dividing the number of a certain category of 

shares in JSC Kuzbassenergo Holding owned by such shareholder by the applicable conversion 

ratio. 

If in the calculation of shares in OAO Kuzbassenergo receivable by any shareholder of JSC 

Kuzbassenergo Holding the calculated number of shares to be held by such shareholder of JSC 

Kuzbassenergo Holding is a fraction, the fractional part of the quantity of shares shall be rounded 




145




shall receive one share in OAO Kuzbassenergo. 

In case of issue of additional ordinary shares in OAO Kuzbassenergo the number of ordinary 

shares in OAO Kuzbassenergo from among the shares placed at the disposal of and/or 

repurchased and/or acquired by OAO Kuzbassenergo receivable by any shareholder of JSC 

Kuzbassenergo Holding shall be a part of the integer determined by multiplying the number of 

ordinary shares in OAO Kuzbassenergo receivable by such shareholder in accordance with subparagraph 


shares in OAO Kuzbassenergo placed at the disposal of OAO Kuzbassenergo during a takeover 

of JSC Kuzbassenergo Holding and/or repurchased and/or acquired by OAO Kuzbassenergo to 

the total number of ordinary shares in OAO Kuzbassenergo necessary to convert into them all 

ordinary and preference shares in JSC Kuzbassenergo Holding. The number of ordinary shares in 

OAO Kuzbassenergo from among the additional shares receivable by any shareholder of JSC 

Kuzbassenergo Holding shall be determined as the difference between the number of ordinary 

shares in OAO Kuzbassenergo receivable by such shareholder in accordance with sub-paragraph 

one of this paragraph (after round-off) and the number of shares in OAO Kuzbassenergo from 

among the shares placed at the disposal of and/or repurchased and/or acquired by OAO 

Kuzbassenergo receivable by such shareholder. 

4.5. The shares in JSC Kuzbassenergo Holding shall be recognized as converted into ordinary 

shares in OAO Kuzbassenergo on the day on which an entry is made into the Unified State 

Register of Legal Entities about the termination of operation of JSC Kuzbassenergo Holding 

based on data from the JSC Kuzbassenergo Holding Shareholder Register on the abovementioned 

date. 

4.6. The shares in JSC Kuzbassenergo Holding to be converted shall be canceled upon 

conversion. 



JSC Kuzbassenergo Holding by OAO Kuzbassenergo approved by this resolution on behalf of 

JSC Kuzbassenergo Holding. 







For 31,756,374,835 95.0900% 

Against 835,189,804 2.5009% 

Abstained 119,778,060 0.3587% 


For issue 50: 

1. JSC Enisei TGK Holding to be established through the reorganization of RAO UES of Russia 

shall be reorganized through its takeover by OAO Yeniseiskaya TGK (TGK-13) (OGRN: 

1051901068020) as provided for by this resolution and the agreement for takeover of JSC Enisei 

TGK Holding by OAO Yeniseiskaya TGK (TGK-13). 

2. The agreement for takeover of JSC Enisei TGK Holding by OAO Yeniseiskaya TGK 

(TGK-13) (Appendix 47) shall be approved. 


provisions on the appointment of JSC Enisei TGK Holding as the legal successor to RAO UES of 

146

Russia will be a deed of delivery for JSC Enisei TGK Holding under which the rights and duties 

of RAO UES of Russia transfer to OAO Yeniseiskaya TGK (TGK-13). 


4. The following procedure and conditions for the conversion of shares in JSC Enisei TGK 

Holding into the shares in OAO Yeniseiskaya TGK (TGK-13) shall be defined: 

4.1. All shares in JSC Enisei TGK Holding shall be converted into the shares in OAO 

Yeniseiskaya TGK (TGK-13) received by OAO Yeniseiskaya TGK (TGK-13) as a result of a 

takeover of JSC Enisei TGK Holding, into the shares acquired and/or repurchased by OAO 

Yeniseiskaya TGK (TGK-13) and/or into the additional shares in OAO Yeniseiskaya TGK 

(TGK-13) (if the shares in OAO Yeniseiskaya TGK (TGK-13) placed at the disposal of OAO 

Yeniseiskaya TGK (TGK-13) as a result of a takeover of JSC Enisei TGK Holding, as well as the 

shares acquired and/or repurchased by OAO Yeniseiskaya TGK (TGK-13) are not enough to 

convert all shares in JSC Enisei TGK Holding in accordance with the approved conversion 

ratios). 

4.2. In case of issue of additional ordinary shares in OAO Yeniseiskaya TGK (TGK-13) they 

shall provide to the shareholders the same rights as the outstanding ordinary shares in OAO 

Yeniseiskaya TGK (TGK-13) in accordance with the Articles of Association of OAO 

Yeniseiskaya TGK (TGK-13) and the laws of the Russian Federation. 


13138.9421196598000000 ordinary shares in JSC Enisei TGK Holding shall be converted 

into 1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 226.42 

(two-hundred and twenty-six and forty-two one-hundredths) rubles; 

14346.9557978378000000 preference shares in JSC Enisei TGK Holding shall be 

converted into 1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 

226.42 (two-hundred and twenty-six and forty-two one-hundredths) rubles. 

If prior to the date of placement of shares in JSC Enisei TGK Holding the shares are split 

OAO Yeniseiskaya TGK (TGK-13) through an increase in the par value of one ordinary share in 

OAO Yeniseiskaya TGK (TGK-13) from 226.42 (two-hundred and twenty-six and forty-two onehundredths) 

to 0.01 (one one-hundredths) rubles, conversion ratios shall be as follows: 

0.5802907039863900 ordinary shares in JSC Enisei TGK Holding shall be converted into 

1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 0.01 (one onehundredths) 

rubles; 

0.6336434854623160 preference shares in JSC Enisei TGK Holding shall be converted 

into 1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 0.01 (one 

one-hundredths) rubles. 

4.4. The number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) receivable by each 

shareholder of JSC Enisei TGK (TGK-13) Holding shall be calculated by dividing the number of 

a certain category of shares in JSC Enisei TGK (TGK-13) Holding owned by such shareholder by 

the applicable conversion ratio. 

If in the calculation of shares in OAO Yeniseiskaya TGK (TGK-13) receivable by any 

shareholder of JSC Enisei TGK (TGK-13) Holding the calculated number of shares to be held by 

such shareholder of JSC Enisei TGK (TGK-13) Holding is a fraction, the fractional part of the 

quantity of shares shall be rounded off in accordance with the following rule: 






shall receive one share in OAO Yeniseiskaya TGK (TGK-13). 

In case of issue of additional ordinary shares in OAO Yeniseiskaya TGK (TGK-13) the 

number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) from among the shares placed 

at the disposal of and/or repurchased and/or acquired by OAO Yeniseiskaya TGK (TGK-13) 

147

eceivable by any shareholder of JSC Enisei TGK (TGK-13) Holding shall be a part of the integer 

determined by multiplying the number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) 


round-off) by the ratio of the total number of ordinary shares in OAO Yeniseiskaya TGK (TGK- 

13) placed at the disposal of OAO Yeniseiskaya TGK (TGK-13) during a takeover of JSC Enisei 

TGK (TGK-13) Holding and/or repurchased and/or acquired by OAO Yeniseiskaya TGK (TGK- 

13) to the total number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) necessary to 

convert into them all ordinary and preference shares in JSC Enisei TGK (TGK-13) Holding. The 

number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) from among the additional 

shares receivable by any shareholder of JSC Enisei TGK (TGK-13) Holding shall be determined 

as the difference between the number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) 


round-off) and the number of shares in OAO Yeniseiskaya TGK (TGK-13) from among the 

shares placed at the disposal of and/or repurchased and/or acquired by OAO Yeniseiskaya TGK 

(TGK-13) receivable by such shareholder. 

4.5. The shares in JSC Enisei TGK Holding shall be recognized as converted into ordinary shares 

in OAO Yeniseiskaya TGK (TGK-13) on the day on which an entry is made into the Unified 

State Register of Legal Entities about the termination of operation of JSC Enisei TGK Holding 

based on data from the JSC Enisei TGK Holding Shareholder Register on the above-mentioned 

date. 

4.6. The shares in JSC Enisei TGK Holding to be converted shall be canceled upon conversion. 



JSC Enisei TGK Holding by OAO Yeniseiskaya TGK (TGK-13) approved by this resolution on 

behalf of JSC Enisei TGK Holding. 







For 31,754,345,153 95.0839% 

Against 834,720,977 2.4995% 

Abstained 119,358,192 0.3574% 


For issue 51: 





be approved. 










148











ordinary share in OAO TGK-14, each with a par value of 0.001 (one one-thousandths) rubles; 


ordinary share in OAO TGK-14, each with a par value of 0.001 (one one-thousandths) rubles. 




























shareholder. 









Holding. 



149





For 31,750,402,601 95.0721% 

Against 837,422,136 2.5075% 

Abstained 119,384,259 0.3575% 


For issue 52: 

1. JSC Inter RAO UES Holding to be established through the reorganization of RAO UES of 

Russia shall be reorganized through its takeover by OAO Sochinskaya TPP (OGRN: 

1022302933630) as provided for by this resolution and the agreement for takeover of. 

2. The agreement for takeover of JSC Inter RAO UES Holding, RAO UES 

INTERNATIONAL, OAO Severo-Zapadnaya CHPP, OAO Kaliningradskaya CHPP-2, OAO 

Ivanovskie CCGTs by OAO Sochinskaya TPP (Appendix 49) shall be approved. 


provisions on the appointment of JSC Inter RAO UES Holding as the legal successor to RAO 

UES of Russia will be a deed of delivery for JSC Inter RAO UES Holding under which the rights 

and duties of RAO UES of Russia transfer to OAO Sochinskaya TPP. 


4. The following procedure and conditions for the conversion of shares in JSC Inter RAO UES 

Holding into the shares in OAO Sochinskaya TPP shall be defined: 

4.1. All shares in JSC Inter RAO UES Holding shall be converted into the shares in OAO 

Sochinskaya TPP placed at the disposal of OAO Sochinskaya TPP as a result of a takeover of JSC 

Inter RAO UES Holding, as well as into the additional shares in OAO Sochinskaya TPP. 

4.2. Additional ordinary shares in OAO Sochinskaya TPP shall provide to the shareholders the 

same rights as the outstanding ordinary shares in OAO Sochinskaya TPP in accordance with the 

Articles of Association of OAO Sochinskaya TPP and the laws of the Russian Federation. 


238.8667268847130000 ordinary shares in JSC Inter RAO UES Holding shall be 

converted into 1 ordinary share in OAO Sochinskaya TPP, each with a par value of one thousand 

(1,000) rubles; 

260.8284853512910000 preference shares in JSC Inter RAO UES Holding shall be 


(1,000) rubles. 

If prior to the date of placement of shares in JSC Inter RAO UES Holding, the shares in OAO 

Sochinskaya TPP are split through an increase in the par value of one ordinary share in OAO 

Sochinskaya TPP from one thousand (1,000) rubles to ten (10) kopecks, conversion ratios shall be 

as follows: 

0.0238866726884713 ordinary shares in JSC Inter RAO UES Holding shall be converted 

into 1 ordinary share in OAO Sochinskaya TPP, each with a par value of ten (10) kopecks; 


converted into 1 ordinary share in OAO Sochinskaya TPP, each with a par value of ten (10) 

kopecks. 

4.4. The number of ordinary shares in OAO Sochinskaya TPP receivable by each shareholder of 

JSC Inter RAO UES Holding shall be calculated by dividing the number of a certain category of 

shares in JSC Inter RAO UES Holding owned by such shareholder by the applicable conversion 

ratio. 

If in the calculation of shares in OAO Sochinskaya TPP receivable by any shareholder of JSC 

Inter RAO UES Holding the calculated number of shares to be held by such shareholder of JSC 

150

Inter RAO UES Holding is a fraction, the fractional part of the quantity of shares shall be rounded 







shall receive one share in OAO Sochinskaya TPP. 

The number of ordinary shares in OAO Sochinskaya TPP from among the shares placed at the 

disposal of OAO Sochinskaya TPP receivable by any shareholder of JSC Inter RAO UES 

Holding shall be a part of the integer determined by multiplying the number of ordinary shares in 

OAO Sochinskaya TPP receivable by such shareholder in accordance with sub-paragraph one of 

this paragraph (after round-off) by the ratio of the total number of ordinary shares in OAO 

Sochinskaya TPP placed at the disposal of OAO Sochinskaya TPP during a takeover of JSC Inter 

RAO UES Holding to the total number of ordinary shares in OAO Sochinskaya TPP necessary to 

convert into them all ordinary and preference shares in JSC Inter RAO UES Holding. 

The number of ordinary shares in OAO Sochinskaya TPP from among the additional shares 

receivable by any shareholder of JSC Inter RAO UES Holding shall be determined as the 

difference between the number of ordinary shares in OAO Sochinskaya TPP receivable by such 

shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and the 

number of shares in OAO Sochinskaya TPP from among the shares placed at the disposal of 

OAO Sochinskaya TPP receivable by such shareholder. 

The shares in OAO Sochinskaya TPP placed at the disposal of OAO Sochinskaya TPP 

remaining after conversion shall be canceled. 

4.5. The shares in JSC Inter RAO UES Holding shall be recognized as converted into ordinary 

shares in OAO Sochinskaya TPP on the day on which an entry is made into the Unified State 

Register of Legal Entities about the termination of operation of JSC Inter RAO UES Holding 

based on data from the JSC Inter RAO UES Holding Shareholder Register on the abovementioned 

date. 

4.6. The shares in JSC Inter RAO UES Holding to be converted shall be canceled upon 

conversion. 



JSC Inter RAO UES Holding by OAO Sochinskaya TPP approved by this resolution on behalf of 

JSC Inter RAO UES Holding. 







For 31,756,266,102 95.0897% 

Against 834,914,440 2.5000% 

Abstained 118,537,578 0.3549% 


For issue 53: 

1. RAO UES of Russia shall be reorganized through its takeover by OAO FGC UES (OGRN: 


resolution. 

151

2. Not later than November 25, 2007 RAO UES of Russia shall notify its creditors of the 

adoption of a resolution on reorganization through a takeover by sending notifications by 

registered mail and publish notice of reorganization of RAO UES of Russia in a periodical 

intended for the publication of data concerning the state registration of legal entities. 

3. The creditors of RAO UES of Russia within thirty (30) days of the date on which the notice 

of the adopted resolution is published or within (30) days of the date on which notifications are 

sent thereto shall be entitled to claim in writing the termination or early performance of the 

respective obligations of RAO UES of Russia and reimbursement for their losses. Based on the 

claims received from creditors RAO UES of Russia shall prepare a register of satisfied and 

satisfiable creditors’ claims. 

4. In accordance with paragraph 1 of article 75 of the Federal Law "On Joint-Stock 

Companies" the shareholders of RAO UES of Russia that vote against, while voting on the issue 

on the agenda of the Extraordinary General Meeting of RAO UES of Russia, or do not participate 

in voting on the above-mentioned issue shall be entitled to demand that RAO UES of Russia 

repurchase, in whole or in part, the shares owned by them in accordance with the procedure 

established in conformity with the requirements of laws of the Russian Federation by the Board of 

Directors of RAO UES of Russia in the notice of the upcoming Extraordinary General Meeting of 

RAO UES of Russia. The list of persons that vote against, while voting on this issue on the 

agenda of the Extraordinary General Meeting of RAO UES of Russia, or do not participate in 

voting on the above-mentioned issue shall be prepared by the registrar of RAO UES of Russia 

based on data from the list of persons entitled to participate in the General Meeting of 

Shareholders of RAO UES of Russia. 

5. Shares shall be repurchased at a price determined by the Board of Directors of RAO UES of 

Russia in accordance with paragraph 3 of article 75 of the Federal Law "On Joint-Stock 

Companies". 

6. The report on the results of submission of demands by the shareholders for the repurchase 

of shares owned by them shall be approved by the Board of Directors of RAO UES of Russia not 

later than December 15, 2007. 

























152






8. The deed of delivery of RAO UES of Russia to be reorganized through its takeover by 

OAO FGC UES (Appendix B) shall be approved. 

9. The following procedure and conditions for the conversion of shares in RAO UES of Russia 

into the shares in OAO FGC UES shall be defined: 

9.1. All shares in RAO UES of Russia shall be converted into the additional ordinary 


9.2. If RAO UES of Russia is taken over by OAO FGC UES along with JSC 

Gosudarstvennii Holding, all shares in RAO UES of Russia shall be converted into the additional 

ordinary shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a 

takeover of JSC Gosudarstvennii Holding and RAO UES of Russia. 

If in the calculation of shares in OAO FGC UES receivable by any shareholder of RAO UES 

of Russia as a result of conversion the calculated number of shares to be held by such shareholder 

of RAO UES of Russia is a fraction, the fractional part of the quantity of shares shall be rounded 


- if the period is followed by any number from 5 to 9, one shall be added to the 

integer and any numbers following the period shall be ignored; 

- if the period is followed by any number from 0 to 4, only the integer shall be taken 

into consideration and any numbers following the period shall be ignored; 

- if as a result of round-off no additionally issued shares are receivable by any 

shareholder, such shareholder shall receive one share in OAO FGC UES from among 

those placed at the disposal of OAO FGC UES. 


takeover of RAO UES of Russia and JSC Gosudarstvennii Holding (and as a result of a takeover 

of any other target companies if such other companies are taken over together) which OAO FGC 

UES will still have at its disposal after the conversion of shares in RAO UES of Russia (and after 

the conversion of shares in any other target companies if such other companies are taken over 

together) shall be canceled. 

9.3. If RAO UES of Russia is not taken over by OAO FGC UES along with JSC Gosudarstvennii 

Holding, all shares in RAO UES of Russia shall be converted into the additional ordinary shares 

in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a takeover of RAO 

UES of Russia and into the additional ordinary shares in OAO FGC UES. 


of RAO UES of Russia shall be calculated by dividing the number of a certain category of shares 

in RAO UES of Russia owned by such shareholder by the applicable conversion ratio. 


of Russia the calculated number of shares to be held by such shareholder of RAO UES of Russia 







- if as a result of round-off no shares are receivable by any shareholder, such 

shareholder shall receive one share in OAO FGC UES. 


disposal of OAO FGC UES receivable by any shareholder of RAO UES of Russia shall be a part 

of the integer determined by multiplying the number of ordinary shares in OAO FGC UES 

153

eceivable by such shareholder in accordance with sub-paragraph two of this paragraph (after 

round-off) by the ratio of the total number of ordinary shares in OAO FGC UES placed at the 

disposal of OAO FGC UES to the total number of ordinary shares in OAO FGC UES necessary 

to convert into them all ordinary and preference shares in RAO UES of Russia. 


receivable by any shareholder of RAO UES of Russia shall be determined as the difference 

between the number of ordinary shares in OAO FGC UES receivable by such shareholder in 

accordance with sub-paragraph two of this paragraph (after round-off) and the number of shares 

in OAO FGC UES from among the shares placed at the disposal of OAO FGC UES receivable by 

such shareholder. 

The shares in OAO FGC UES placed at the disposal of OAO FGC UES remaining after 

conversion shall be canceled. 

10. Share conversion ratios: 

0.4413044122847170 ordinary shares in RAO UES of Russia shall be converted into 1 

ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles; 

0.4818785895225160 A preference shares in RAO UES of Russia shall be converted into 

1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles. 

11. The shares in RAO UES of Russia shall be recognized as converted into ordinary shares in 

OAO FGC UES on the day on which an entry is made into the Unified State Register of 

Legal Entities about the termination of operation of RAO UES of Russia based on data 

from the RAO UES of Russia Shareholder Register on the above-mentioned date. 

12. The shares in RAO UES of Russia to be converted shall be canceled upon conversion. 

13. For the purposes of implementation of this resolution the completion of reorganization of 

RAO UES of Russia through its takeover by OAO FGC UES shall be allowed not earlier than the 

completion of reorganization of RAO UES of Russia through a spin-off of JSC Gosudarstvennii 

Holding, JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii Holding FGC UES, JSC 

Minoritarnii Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 

Holding, JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding, 

JSC Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK 

Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11 

Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding, JSC TGK-14 Holding, JSC 

Inter RAO UES Holding, JSC Holding MRSK, JSC RAO Energy System of East, JSC 

Centerenergyholding, JSC Sibenergyholding, JSC Intergeneration. 







For 31,760,004,541 95.1009% 

Against 837,427,486 2.5076% 

Abstained 118,029,088 0.3534% 


For issue 1: 

WORDINGS OF RESOLUTIONS ADOPTED BY THE MEETING: 

1. RAO UES of Russia shall be reorganized through a spin-off of JSC Gosudarstvennii Holding, 

JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii Holding FGC UES, JSC Minoritarnii 

154

Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 Holding, JSC 

OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding, JSC 

Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK Holding, 

JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11 Holding, 

JSC Kuzbassenergo Holding, JSC Enisei TGK Holding, JSC TGK-14 Holding, JSC Inter RAO 

UES Holding, JSC Holding MRSK, JSC RAO Energy System of East, JSC Centerenergyholding, 

JSC Sibenergyholding, JSC Intergeneration. 

2. The following procedure and conditions of spin-off shall be established: 

2.1. The shares in the companies to be established through a spin-off shall be placed by means of 

their allocation among the shareholders of RAO UES of Russia, as well as by means of their 

acquisition by RAO UES of Russia in accordance with the procedure and upon the conditions 

established by this resolution. 

2.2. The property, rights and duties of RAO UES of Russia shall partly transfer to spun-off 

companies in accordance with the separation balance sheet. 

2.3. Not later than November 25, 2007 RAO UES of Russia shall notify its creditors of the 

adoption of a resolution on reorganization through a spin-off by sending notifications by 



2.4. The creditors of RAO UES of Russia within thirty (30) days of the date on which the notice 

of the adopted resolution is published or within (30) days of the date on which notifications 

are sent thereto shall be entitled to claim in writing the termination or early performance of the 

respective obligations of RAO UES of Russia and reimbursement for their losses. Based on 

the claims received from creditors RAO UES of Russia shall prepare a register of satisfied and 

satisfiable creditors’ claims. 

2.5. In accordance with paragraph 1 of article 75 of the Federal Law "On Joint-Stock Companies" 

the shareholders of RAO UES of Russia that vote against, while voting on issues 1; 30-52 on 

the agenda of the Extraordinary General Meeting of RAO UES of Russia, or do not participate 

in voting on the above-mentioned issues shall be entitled to demand that RAO UES of Russia 

repurchase, in whole or in part, the shares owned by them in accordance with the procedure 

established in conformity with the requirements of laws of the Russian Federation by the 

Board of Directors of RAO UES of Russia in the notice of the upcoming Extraordinary 

General Meeting of RAO UES of Russia. The list of persons that vote against, while voting on 

issues 1; 30-52 on the agenda of the Extraordinary General Meeting of RAO UES of Russia, 

or do not participate in voting on the above-mentioned issues shall be prepared by the registrar 

of RAO UES of Russia based on data from the list of persons entitled to participate in the 

General Meeting of Shareholders of RAO UES of Russia which adopted resolutions on the 

reorganization of RAO UES of Russia and the companies to be established by means of 

reorganization of RAO UES of Russia through a spin-off. 

2.6. Shares shall be repurchased at a price determined by the Board of Directors of RAO UES of 

Russia in accordance with paragraph 3 of article 75 of the Federal Law "On Joint-Stock 

Companies". 

2.7. The report on the results of submission of demands by the shareholders for the repurchase of 

shares owned by them shall be approved by the Board of Directors of RAO UES of Russia not 


3. The following legal entities shall be established through a spin-off from RAO UES of Russia: 

- JSC Gosudarstvennii Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, 

korp. 3; 

- JSC Gosudarstvennii Holding GidroOGK located at: 119526, Moscow, prospekt 


- JSC Minoritarnii Holding FGC UES located at: 119526, Moscow, prospekt Vernadskogo, d. 

101, korp. 3; 

155

- JSC Minoritarnii Holding GidroOGK located at: 119526, Moscow, prospekt Vernadskogo, 

d. 101, korp. 3; 

- JSC OGK-1 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3; 





- JSC TGK-1 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3; 


- JSC Mosenergo Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 

3; 



- JSC Voljskaya TGK Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, 

korp. 3; 

- JSC UGK TGK-8 Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, 

korp. 3; 




- JSC Kuzbassenergo Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, 

korp. 3; 

- JSC Enisei TGK Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 

3; 


- JSC Inter RAO UES Holding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, 

korp. 3; 

- JSC Holding MRSK located at: 117630, Moscow, ul. Akademika Chelomeya, 5A; 

- JSC RAO Energy System of East located at: 675000, the Amur Region, Blagoveshchensk, 

ul. Shevchenko, 28; 

- JSC Centerenergyholding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 

3; 

- JSC Sibenergyholding located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3; 

- JSC Intergeneration located at: 119526, Moscow, prospekt Vernadskogo, d. 101, korp. 3. 

3.1. It shall be specified that the Board of Directors of each company to be established (JSC 

Gosudarstvennii Holding, JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii 

Holding FGC UES, JSC Minoritarnii Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2 

Holding, JSC OGK-3 Holding, JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 

Holding, JSC TGK-2 Holding, JSC Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 

Holding, JSC Voljskaya TGK Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC 

TGK-10 Holding, JSC TGK-11 Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK 

Holding, JSC TGK-14 Holding, JSC Inter RAO UES Holding, JSC Holding MRSK, JSC 

RAO Energy System of East, JSC Centerenergyholding, JSC Sibenergyholding, JSC 

Intergeneration) will be composed of fifteen (15) members. 

3.2. It shall be specified that the Internal Audit Commission of each company to be established 

(JSC Gosudarstvennii Holding, JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii 

Holding FGC UES, JSC Minoritarnii Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2 

Holding, JSC OGK-3 Holding, JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 

Holding, JSC TGK-2 Holding, JSC Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 

Holding, JSC Voljskaya TGK Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC 

TGK-10 Holding, JSC TGK-11 Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK 

Holding, JSC TGK-14 Holding, JSC Inter RAO UES Holding, JSC Holding MRSK, JSC 

156

RAO Energy System of East, JSC Centerenergyholding, JSC Sibenergyholding, JSC 

Intergeneration) will be composed of five (5) members. 

3.3. The following procedure and ratios for the allocation of shares in each company to be 

established shall be set: 

3.3.1. The shares in JSC Holding MRSK, JSC Inter RAO UES Holding, JSC RAO Energy 

System of East shall be allocated to each shareholder of RAO UES of Russia that participates 

in voting on the issue of reorganization of RAO UES of Russia through a spin-off and votes 

For or Abstains, while voting on the above-mentioned issue, upon the following conditions: 

3.3.1.1. One (1) ordinary share in each spun-off company to be established by means of 

reorganization of RAO UES of Russia through a spin-off specified in paragraph 3.3.1 

shall be allocated for one (1) ordinary share in RAO UES of Russia. 

3.3.1.2. One (1) preference share in each spun-off company to be established by means of 

reorganization of RAO UES of Russia through a spin-off specified in paragraph 3.3.1 

shall be allocated for one (1) preference share in RAO UES of Russia. 

3.3.2. The shares in each company to be established through a spin-off shall be allocated to each 

shareholder of RAO UES of Russia that votes Against the adoption of a resolution on the 

reorganization of RAO UES of Russia through a spin-off or does not participate in voting on 

the above-mentioned issue upon the following conditions: 

3.3.2.1. One (1) ordinary share in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii Holding 

GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 Holding, JSC 

OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding, JSC 

Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK 

Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC 

TGK-11 Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding, JSC TGK-14 

Holding shall be allocated for (41,041,753,984 + 2,075,149,384)/ 

(12,516,366,381 + 1,429,906,060) ordinary shares in RAO UES of Russia. 

3.3.2.2. One (1) preference share in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii 

Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 Holding, 

JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding, 

JSC Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya 

TGK Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, 

JSC TGK-11 Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding, JSC 

TGK-14 Holding shall be allocated for (41,041,753,984 + 2,075,149,384)/ 

(12,516,366,381 + 1,429,906,060) preference shares in RAO UES of Russia. 

3.3.2.3. One (1) ordinary share in JSC Inter RAO UES Holding, JSC Holding MRSK and JSC 

RAO Energy System of East shall be allocated for one (1) ordinary share in RAO UES 


3.3.2.4. One (1) preference share in JSC Inter RAO UES Holding, JSC Holding MRSK and JSC 

RAO Energy System of East shall be allocated for one (1) preference share in RAO UES 



(41,041,753,984 + 2,075,149,384)/ (144,339,247,437 + 7,298,352,563) ordinary shares 



(41,041,753,984 + 2,075,149,384)/ (144,339,247,437 + 7,298,352,563) preference shares 



(41,041,753,984 + 2,075,149,384)/ (43,052,299,755 + 2,177,091,245) ordinary shares in 





157


(41,041,753,984 + 2,075,149,384)/ (39,656,248,581 + 2,005,380,419) ordinary shares in 





3.3.2.11. One (1) ordinary share in each of JSC Gosudarstvennii Holding and JSC 


(41,041,753,984 + 2,075,149,384)/ (216,221,460,949 + 10,932,854,421) ordinary shares 


3.3.2.12. One (1) preference share in each of JSC Gosudarstvennii Holding and JSC 


(41,041,753,984 + 2,075,149,384)/ (216,221,460,949 + 10,932,854,421) preference 


3.3.3. The shares in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii Holding GidroOGK, 

JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 Holding, JSC OGK-4 Holding, 

JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding, JSC Mosenergo 

Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK Holding, JSC 

UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11 

Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding, JSC TGK-14 Holding 

shall be allocated to each shareholder of RAO UES of Russia (with the exception of the 

Russian Federation, OOO Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK 

NICKEL and MADAKE ENTERPRISES COMPANY LIMITED unless they reduce the 

number of shares owned by them, which is specified in this paragraph below) that votes 

For or Abstains, while voting on the issue of reorganization of RAO UES of Russia 

through a spin-off, upon the following conditions: 

3.3.3.1. One (1) ordinary share in each spun-off company to be established as a result of 

reorganization of RAO UES of Russia through a spin-off specified in paragraph 3.3.3 shall 

be allocated for (12,516,066,381 + OS1 + OS2 + OS3)/(12,516,066,381 – PS1) ordinary 


3.3.3.2. One (1) preference share in each spun-off company to be established as a result of 


be allocated for (1,429,606,060 + PS1 + PS2 + PS3)/(1,429,606,060 – PC2) preference 


Where: 

OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia (the number of ordinary shares 

in RAO UES of Russia owned by OOO Gazoenergeticheskaya Kompaniya). These shares shall 

be used in the ratio if as of the date determined in accordance with paragraph 3.6 of this 

resolution OOO Gazoenergeticheskaya Kompaniya owns less than 4,522,879,000 ordinary shares 

in RAO UES of Russia and/or less than 100 preference shares in RAO UES of Russia. 

OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia (the number of ordinary shares 

in RAO UES of Russia owned by OJSC MMC NORILSK NICKEL). These shares shall be used 

in the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC 

MMC NORILSK NICKEL owns less than 1,016,370,000 ordinary shares in RAO UES of Russia 

and/or less than 500,000,000 preference shares in RAO UES of Russia. 

OS3 – 416,590,290 ordinary shares in RAO UES of Russia (the number of ordinary shares in 

RAO UES of Russia owned by MADAKE ENTERPRISES COMPANY LIMITED). These 

shares shall be used in the ratio if as of the date determined in accordance with paragraph 3.6 of 

this resolution MADAKE ENTERPRISES COMPANY LIMITED owns less than 416,590,290 

ordinary shares in RAO UES of Russia and/or less than 20,000 preference shares in RAO UES of 

Russia. 

158

PS1 – 100 preference shares in RAO UES of Russia (the number of preference shares in RAO 

UES of Russia owned by OOO Gazoenergeticheskaya Kompaniya). These shares shall be used in 

the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OOO 

Gazoenergeticheskaya Kompaniya owns less than 4,522,879,000 ordinary shares in RAO UES of 

Russia and/or less than 100 preference shares in RAO UES of Russia. 

PS2 – 500,000,000 preference shares in RAO UES of Russia (the number of preference shares 

in RAO UES of Russia owned by OJSC MMC NORILSK NICKEL). These shares shall be used 

in the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC 



PS3 – 20,000 preference shares in RAO UES of Russia (the number of preference shares in 

RAO UES of Russia owned by MADAKE ENTERPRISES COMPANY LIMITED). These 

shares shall be used in the ratio if as of the date determined in accordance with paragraph 3.6 of 

this resolution MADAKE ENTERPRISES COMPANY LIMITED owns less than 416,590,290 

ordinary shares in RAO UES of Russia and/or less than 20,000 preference shares in RAO UES of 

Russia. 

PC1 – the number of ordinary shares in the spun-off company concerned to be placed with 

OOO Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK NICKEL and MADAKE 

ENTERPRISES COMPANY LIMITED in accordance with paragraph 3.3.2.1 of this resolution. 

These shares shall be used in the ratio unless as of the date determined in accordance with 

paragraph 3.6 of this resolution OOO Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK 

NICKEL and MADAKE ENTERPRISES COMPANY LIMITED reduce the number of shares in 

RAO UES of Russia owned by them, which is specified in this paragraph of this resolution. 

PC2 – the number of preference shares in the spun-off company concerned to be placed with 

OOO Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK NICKEL and MADAKE 

ENTERPRISES COMPANY LIMITED in accordance with paragraph 3.3.2.2 of this resolution. 

These shares shall be used in the ratio unless as of the date determined in accordance with 

paragraph 3.6 of this resolution OOO Gazoenergeticheskaya Kompaniya, OJSC MMC NORILSK 

NICKEL and MADAKE ENTERPRISES COMPANY LIMITED reduce the number of shares in 

RAO UES of Russia owned by them, which is specified in this paragraph of this resolution. 

3.3.4. The shares in JSC Gosudarstvennii Holding and JSC Gosudarstvennii Holding GidroOGK 

shall be allocated to the Russian Federation upon the following conditions: 

3.3.4.1. One (1) ordinary share in each spun-off company to be established as a result of 


be allocated for 22,569,848,313/(216,221,160,949 – P1) ordinary shares in RAO UES of 

Russia. 

3.3.4.2. One (1) preference share in each spun-off company to be established as a result of 


be allocated for 145,523,224/(10,932,554,421– P2) preference shares in RAO UES of 

Russia. 

Where: 

P1 – the number of ordinary shares in the spun-off company concerned to be placed with the 


P2 – the number of preference shares in the spun-off company concerned to be placed with the 


3.3.5. The shares in JSC Centerenergyholding shall be allocated to OOO Gazoenergeticheskaya 

Kompaniya if it votes For or Abstains, while voting on the issue of reorganization of RAO 

UES of Russia through a spin-off, and as of the date determined in accordance with 

paragraph 3.6 of this resolution does not reduce the number of shares owned by it, which is 




159


100/(2,176,791,245 – P2) preference shares in RAO UES of Russia. 

Where: 





3.3.6. The shares in JSC Intergeneration shall be allocated to OJSC MMC NORILSK NICKEL if 

it votes For or Abstains, while voting on the issue of reorganization of RAO UES of Russia 

through a spin-off, and as of the date determined in accordance with paragraph 3.6 of this 

resolution does not reduce the number of shares owned by it, which is specified in 

paragraph 3.3.3 of this resolution, upon the following conditions: 




500,000,000/(7,298,052,563 – P2) preference shares in RAO UES of Russia. 

Where: 





3.3.7. The shares in JSC Sibenergyholding shall be allocated to MADAKE ENTERPRISES 

COMPANY LIMITED if it votes For or Abstains, while voting on the issue of 

reorganization of RAO UES of Russia through a spin-off, and as of the date determined in 

accordance with paragraph 3.6 of this resolution does not reduce the number of shares 

owned by it, which is specified in paragraph 3.3.3 of this resolution, upon the following 

conditions: 


416,590,290/(39,655,948,581 – P1) ordinary shares in RAO UES of Russia. 


20,000/(2,005,080,419 – P2) preference shares in RAO UES of Russia. 

Where: 





3.3.8. If OOO Gazoenergeticheskaya Kompaniya votes against the resolutions on the 

reorganization of RAO UES of Russia through a spin-off or does not participate in voting 

on this issue, paragraph 3.3.5 of this resolution shall no apply and the shares in JSC 

Centerenergyholding shall be placed upon the following conditions: 

3.3.8.1. The shares in JSC Centerenergyholding shall be allocated to each shareholder of RAO 

UES of Russia that votes against the adoption of a resolution on the reorganization of 

RAO UES of Russia through a spin-off or does not participate in voting on this issue, 

upon the conditions as specified in paragraphs 3.3.2.7 and 3.3.2.8 of this resolution; 

3.3.8.2. Unless as of the date determined in accordance with paragraph 3.6 of this resolution OOO 

Gazoenergeticheskaya Kompaniya reduces the number of shares in RAO UES of Russia 

owned by it, which is specified in paragraph 3.3.3 of this resolution, the shares in JSC 

Centerenergyholding shall be allocated to each shareholder of RAO UES of Russia that 

votes For, while voting on the issue of reorganization of RAO UES of Russia through a 

spin-off, or Abstains, while voting on the above-mentioned issue, upon the following 

conditions: 

160

3.3.8.2.1. One (1) ordinary share in JSC Centerenergyholding shall be allocated for 

(41,041,753,984 – OP)/(43,051,999,755 – R1) ordinary shares in RAO UES of Russia. 

3.3.8.2.2. One (1) preference share in JSC Centerenergyholding shall be allocated for 

(2,075,149,384 – PP)/ (2,176,791,245 – R2) preference shares in RAO UES of Russia. 

Where: 

OP – the number of ordinary shares in RAO UES of Russia owned as of the date determined 

in accordance with paragraph 3.6 of this resolution by the shareholders of RAO UES of Russia to 

which the shares in JSC Centerenergyholding are allocated in accordance with paragraphs 3.3.2.7 


R1 – the number of ordinary shares in JSC Centerenergyholding to be placed with the 

shareholders of RAO UES of Russia in accordance with paragraph 3.3.2.7 of this resolution. 

PP – the number of preference shares in RAO UES of Russia owned as of the date determined 


which the shares in JSC Centerenergyholding are allocated in accordance with paragraphs 3.3.2.7 


R2 – the number of preference shares in JSC Centerenergyholding to be placed with the 


3.3.8.3. If as of the date determined in accordance with paragraph 3.6 of this resolution OOO 

Gazoenergeticheskaya Kompaniya reduces the number of shares in RAO UES of Russia owned 

by it, which is specified in paragraph 3.3.3 of this resolution, the shares in JSC 

Centerenergyholding shall be allocated to each shareholder of RAO UES of Russia (with the 

exception of the Russian Federation, OJSC MMC NORILSK NICKEL and MADAKE 

ENTERPRISES COMPANY LIMITED unless as of the date determined in accordance with 

paragraph 3.6 of this resolution they reduce the number of shares owned by them, which is 

specified in paragraph 3.3.3 of this resolution) that votes For, while voting on the issue of 

reorganization of RAO UES of Russia through a spin-off, or Abstains, while voting on the abovementioned 


3.3.8.3.1. One (1) ordinary share in JSC Centerenergyholding to be established through a spin-off 

shall be allocated for (12,516,066,381+4,522,879,000+OS2+OS3)/ (43,051,999,755 – 

PC1) ordinary shares in RAO UES of Russia. 

3.3.8.3.2. One (1) preference share in JSC Centerenergyholding to be established through a spinoff 

shall be allocated for (1,429,606,060+100+PS2+PS3)/(2,176,791,245 – PC2) 


Where: 

OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. These shares shall be used in 

the ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC 



OS3 – 416,590,290 ordinary shares in RAO UES of Russia. These shares shall be used in the 

ratio if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE 

ENTERPRISES COMPANY LIMITED owns less than 416,590,290 ordinary shares in RAO 

UES of Russia and/or less than 20,000 preference shares in RAO UES of Russia. 

PS2 – 500,000,000 preference shares in RAO UES of Russia. These shares shall be used in the 

ratio if as of the date determined in accordance with paragraph 3.6 of this resolution OJSC MMC 

NORILSK NICKEL owns less than 1,016,370,000 ordinary shares in RAO UES of Russia and/or 

less than 500,000,000 preference shares in RAO UES of Russia. 

PS3 – 20,000 preference shares in RAO UES of Russia. These shares shall be used in the ratio 

if as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE 



PC1 – the number of ordinary shares in JSC Centerenergyholding to be placed with OJSC 

MMC NORILSK NICKEL and MADAKE ENTERPRISES COMPANY LIMITED in 

161

accordance with paragraph 3.3.2.7 of this resolution. These shares shall be used in the ratio unless 

as of the date determined in accordance with paragraph 3.6 of this resolution OJSC MMC 

NORILSK NICKEL and MADAKE ENTERPRISES COMPANY LIMITED reduce the number 

of shares in RAO UES of Russia owned by them, which is specified in paragraph 3.3.3 of this 

resolution. 

PC2 – the number of preference shares in JSC Centerenergyholding to be placed with OJSC 






resolution. 

3.3.9. If OJSC MMC NORILSK NICKEL votes against the resolutions on the reorganization of 

RAO UES of Russia through a spin-off or does not participate in voting on this issue, 

paragraph 3.3.6 of this resolution shall not apply and the shares in JSC Intergeneration 

shall be placed upon the following conditions: 

3.3.9.1. The shares in JSC Intergeneration shall be placed to each shareholder of RAO UES of 

Russia that votes against the adoption of a resolution on the reorganization of RAO UES of 

Russia through a spin-off or does not participate in voting on this issue, upon the conditions as 


3.3.9.2. Unless as of the date determined in accordance with paragraph 3.6 of this resolution 

OJSC MMC NORILSK NICKEL reduces the number of shares in RAO UES of Russia owned by 

it, which is specified in paragraph 3.3.3 of this resolution, the shares in JSC Intergeneration shall 

be placed to each shareholder of RAO UES of Russia that votes For, while voting on the issue of 

reorganization of RAO UES of Russia through a spin-off, or Abstains, while voting on the abovementioned 


3.3.9.2.1. One (1) ordinary share in JSC Intergeneration shall be allocated for (41,041,753,984 – 

OP)/(144,338,947,437– R1) ordinary shares in RAO UES of Russia. 

3.3.9.2.2. One (1) preference share in JSC Intergeneration shall be allocated for (2,075,149,384 – 

PP)/ (7,298,052,563 – P2) preference shares in RAO UES of Russia. 

Where: 



which the shares in JSC Intergeneration are allocated in accordance with paragraphs 3.3.2.5 and 


R1 – the number of ordinary shares in JSC Intergeneration to be placed with the shareholders 

of RAO UES of Russia in accordance with paragraph 3.3.2.5 of this resolution. 



which the shares in JSC Intergeneration are allocated in accordance with paragraphs 3.3.2.5 and 


R2 – the number of preference shares in JSC Intergeneration to be placed with the 


3.3.9.3. If as of the date determined in accordance with paragraph 3.6 of this resolution OJSC 

MMC NORILSK NICKEL reduces the number of shares in RAO UES of Russia owned by it, 

which is specified in paragraph 3.3.3 of this resolution, the shares in JSC Intergeneration shall be 

allocated to each shareholder of RAO UES of Russia (with the exception of the Russian 

Federation, OOO Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES 

COMPANY LIMITED unless as of the date determined in accordance with paragraph 3.6 of this 

resolution they reduce the number of shares owned by them, which is specified in paragraph 3.3.3 

of this resolution) that votes For, while voting on the issue of reorganization of RAO UES of 

162

Russia through a spin-off, or Abstains, while voting on the above-mentioned issue, upon the 


3.3.9.3.1. One (1) ordinary share in JSC Intergeneration to be established through a spin-off shall 

be allocated for (12,516,066,381+OS1+1,016,370,000+OS3)/ (144,338,947,437 – PC1) 


3.3.9.3.2. One (1) preference share in JSC Intergeneration to be established through a spin-off 

shall be allocated for (1,429,606,060+PS1+500,000,000 +PS3)/( 7,298,052,563 – PC2) 


Where: 









PS1 – 100 preference shares in RAO UES of Russia. These shares shall be used in the ratio if 

as of the date determined in accordance with paragraph 3.6 of this resolution OOO 







PC1 – the number of ordinary shares in JSC Intergeneration to be placed with OOO 

Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES COMPANY LIMITED in 

accordance with paragraph 3.3.2.5 of this resolution. These shares shall be used in the ratio if as 

of the date determined in accordance with paragraph 3.6 of this resolution OOO 

Gazoenergeticheskaya Kompaniya and MADAKE ENTERPRISES COMPANY LIMITED 

reduce the number of shares in RAO UES of Russia owned by them, which is specified in 


PC2 – the number of preference shares in JSC Intergeneration to be placed with OOO 


accordance with paragraph 3.3.2.6 of this resolution. These shares shall be used in the ratio if as 





3.3.11 If MADAKE ENTERPRISES COMPANY LIMITED votes against the resolutions on the 

reorganization of RAO UES of Russia through a spin-off or does not participate in voting 

on this issue, paragraph 3.3.7 of this resolution shall not apply and the shares in JSC 

Sibenergyholding shall be placed upon the following conditions: 

3.3.10.1. The shares in JSC Sibenergyholding shall be placed to each shareholder of RAO UES 

of Russia that votes against the adoption of a resolution on the reorganization of RAO UES of 

Russia through a spin-off or does not participate in voting on this issue upon the conditions as 


3.3.10.2. Unless as of the date determined in accordance with paragraph 3.6 of this resolution 

MADAKE ENTERPRISES COMPANY LIMITED reduces the number of shares in RAO UES 

of Russia owned by it, which is specified in paragraph 3.3.3 of this resolution, the shares in JSC 

Sibenergyholding shall be placed to each shareholder of RAO UES of Russia that votes For, 

163

while voting on the issue of reorganization of RAO UES of Russia through a spin-off, or 

Abstains, while voting on the above-mentioned issue, upon the following conditions: 

3.3.10.2.1. One (1) ordinary share in JSC Sibenergyholding shall be allocated for 

(41,041,753,984 –OP)/(39,655,948,581– R1) ordinary shares in RAO UES of Russia. 

3.3.10.2.2. One (1) preference share in JSC Sibenergyholding shall be allocated for 

(2,075,149,384 – PP)/ (2,005,080,419 – R2) preference shares in RAO UES of 

Russia. 

Where: 



which the shares in JSC Sibenergyholding are allocated in accordance with paragraphs 3.3.2.9 


R1 – the number of ordinary shares in JSC Sibenergyholding to be placed with the 




which the shares in JSC Sibenergyholding are allocated in accordance with paragraphs 3.3.2.9 


R2 – the number of preference shares in JSC Sibenergyholding to be placed with the 


3.3.10.3. If as of the date determined in accordance with paragraph 3.6 of this resolution 

MADAKE ENTERPRISES COMPANY LIMITED reduces the number of shares in 

RAO UES of Russia owned by it, which is specified in paragraph 3.3.3 of this 

resolution, the shares in JSC Sibenergyholding shall be allocated to each shareholder of 

RAO UES of Russia (with the exception of the Russian Federation, OOO 

Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK NICKEL unless as of 

the date determined in accordance with paragraph 3.6 of this resolution they reduce the 

number of shares owned by them, which is specified in paragraph 3.3.3 of this 

resolution) that votes For, while voting on the issue of reorganization of RAO UES of 

Russia through a spin-off, or Abstains, while voting on the above-mentioned issue, 

upon the following conditions: 

3.3.10.3.1. One (1) ordinary share in JSC Sibenergyholding to be established through a spin-off 

shall be allocated for (12,516,066,381+OS1+OS2+416,590,290)/(39,655,948,581 – 


3.3.10.3.2. One (1) preference share in JSC Sibenergyholding to be established through a spin-off 

shall be allocated for (1,429,606,060+PS1+PS2+20,000)/(2,005,080,419 – PC2) 


Where: 















164



PC1 – the number of ordinary shares in JSC Sibenergyholding to be placed with OOO 

Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK NICKEL in accordance with 

paragraph 3.3.2.9 of this resolution. These shares shall be used in the ratio unless as of the date 

determined in accordance with paragraph 3.6 of this resolution OOO Gazoenergeticheskaya 

Kompaniya and OJSC MMC NORILSK NICKEL reduce the number of shares in RAO UES of 

Russia owned by them, which is specified in paragraph 3.3.3 of this resolution. 

PC2 – the number of preference shares in JSC Sibenergyholding to be placed with OOO 






3.3.11. The shares in each company to be established as a result of reorganization of RAO UES of 

Russia through a spin-off, which are specified in paragraphs 3.3.1, 3.3.3 and 3.3.11 of this 

resolution, shall be allocated to OOO Gazoenergeticheskaya Kompaniya if it votes For or 

Abstains, while voting on the issue of reorganization of RAO UES of Russia through a 

spin-off, yet as of the date determined in accordance with paragraph 3.6 of this resolution 

reduces the number of shares in RAO UES of Russia owned by it, which is specified in 

paragraph 3.3.3 of this resolution, in accordance with paragraphs 3.3.1, 3.3.3 and 3.3.11 of 

this resolution and the shares in JSC Centerenergyholding shall be placed upon the 



UES of Russia that votes against the adoption of a resolution on the reorganization of 

RAO UES of Russia through a spin-off or does not participate in voting on this issue 

upon the conditions as specified in paragraphs 3.3.2.7 and 3.3.2.8 of this resolution; 


UES of Russia (with the exception of the Russian Federation, OJSC MMC NORILSK 

NICKEL and MADAKE ENTERPRISES COMPANY LIMITED unless as of the date 

determined in accordance with paragraph 3.6 of this resolution they reduce the number 

of shares owned by them, which is specified in paragraph 3.3.3 of this resolution) that 

votes For, while voting on the issue of reorganization of RAO UES of Russia through a 

spin-off, or Abstains, while voting on the above-mentioned issue, upon the following 

conditions: 

3.3.11.2.1. One (1) ordinary share in JSC Centerenergyholding to be established through a spin-off 

shall be allocated for (12,516,066,381+4,522,879,000+OS2+OS3)/ (43,051,999,755 – 


3.3.11.2.2. One (1) preference share in JSC Centerenergyholding to be established through a spinoff 

shall be allocated for (1,429,606,060+100+PS2+PS3)/(2,176,791,245 – PC2) 


Where: 











165







PC1 – the number of ordinary shares in JSC Centerenergyholding to be placed with OJSC 






resolution. 

PC2 – the number of preference shares in JSC Centerenergyholding to be placed with OJSC 






resolution. 



resolution, shall be allocated to OJSC MMC NORILSK NICKEL if it votes For or 


spin-off, yet as of the date determined in accordance with paragraph 3.6 of this resolution 


paragraph 3.3.3 of this resolution, in accordance with paragraphs 3.3.1, 3.3.3 and 3.3.12 of 

this resolution and the shares in JSC Intergeneration shall be placed upon the following 

conditions: 

3.3.12.1. The shares in JSC Intergeneration shall be allocated to each shareholder of RAO UES 

of Russia that votes against the adoption of a resolution on the reorganization of RAO 

UES of Russia through a spin-off or does not participate in voting on this issue upon 

the conditions as specified in paragraphs 3.3.2.5 and 3.3.2.6 of this resolution; 

3.3.12.2. The shares in JSC Intergeneration shall be allocated to each shareholder of RAO UES 

of Russia (with the exception of the Russian Federation, OOO Gazoenergeticheskaya 

Kompaniya and MADAKE ENTERPRISES COMPANY LIMITED unless as of the 

date determined in accordance with paragraph 3.6 of this resolution they reduce the 

number of shares owned by them, which is specified in paragraph 3.3.3 of this 

resolution) that votes For, while voting on the issue of reorganization of RAO UES of 

Russia through a spin-off, or Abstains, while voting on the above-mentioned issue, 

upon the following conditions: 

3.3.12.2.1. One (1) ordinary share in JSC Intergeneration to be established through a spin-off 

shall be allocated for (12,516,066,381+OS1+1,016,370,000+OS3)/ (144,338,947,437 – 


3.3.12.2.2. One (1) preference share in JSC Intergeneration to be established through a spin-off 

shall be allocated for (1,429,606,060+PS1+500,000,000 +PS3)/( 7,298,052,563 – PC2) 


Where: 





166








Russia, and/or less than 100 preference shares in RAO UES of Russia. 





PC1 – the number of ordinary shares in JSC Intergeneration to be placed with OOO 







PC2 – the number of preference shares in JSC Intergeneration to be placed with OOO 









resolution, shall be allocated to MADAKE ENTERPRISES COMPANY LIMITED if it 

votes For or Abstains, while voting on the issue of reorganization of RAO UES of Russia 

through a spin-off, yet as of the date determined in accordance with paragraph 3.6 of this 

resolution reduces the number of shares in RAO UES of Russia owned by it, which is 

specified in paragraph 3.3.3 of this resolution, in accordance with paragraphs 3.3.1, 3.3.3 

and 3.3.13 of this resolution and the shares in JSC Sibenergyholding shall be placed upon 


3.3.13.1. The shares in JSC Sibenergyholding shall be allocated to each shareholder of RAO UES 

of Russia that votes against the adoption of a resolution on the reorganization of RAO 

UES of Russia through a spin-off or does not participate in voting on this issue upon 

the conditions as specified in paragraphs 3.3.2.9 and 3.3.2.10 of this resolution; 

3.3.13.2. The shares in JSC Sibenergyholding shall be allocated to each shareholder of RAO UES 

of Russia (with the exception of the Russian Federation, OOO Gazoenergeticheskaya 

Kompaniya and OJSC MMC NORILSK NICKEL unless as of the date determined in 

accordance with paragraph 3.6 of this resolution they reduce the number of shares 

owned by them, which is specified in paragraph 3.3.3 of this resolution) that votes For, 

while voting on the issue of reorganization of RAO UES of Russia through a spin-off, 

or Abstains, while voting on the above-mentioned issue, upon the following conditions: 

3.3.13.2.1. One (1) ordinary share in JSC Sibenergyholding to be established through a spin-off 

shall be allocated for (12,516,066,381+OS1+OS2+416,590,290)/(39,655,948,581 – 


3.3.13.2.2. One (1) preference share in JSC Sibenergyholding to be established through a spin-off 

shall be allocated for (1,429,606,060+PS1+PS2+20,000)/(2,005,080,419 – PC2) 


167

Where: 

















PC1 – the number of ordinary shares in JSC Sibenergyholding to be placed with OOO 






PC2 – the number of preference shares in JSC Sibenergyholding to be placed with OOO 






3.3.14 The shares in JSC Minoritarnii Holding FGC UES, JSC Minoritarnii Holding GidroOGK, 





Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding and JSC TGK-14 

Holding shall be allocated to the Russian Federation upon the following conditions: 

3.3.14.1. One (1) ordinary share in each company to be established as a result of reorganization 

of RAO UES of Russia through a spin-off, which are specified in paragraph 3.3.14, 

shall be allocated for (22,569,848,313 + 145,523,224 + 

OS1+OS2+OS3+PS1+PS2+PS3)/((1+ 145,523,224/22,569,848,313) * (12,516,066,381 

– Z1 – P1)) ordinary shares in RAO UES of Russia. 

3.3.14.2. One (1) preference share in each company to be established as a result of reorganization 


shall be allocated for (22,569,848,313 + 145,523,224 + 

OS1+OS2+OS3+PS1+PS2+PS3)/((1+ 22,569,848,313/145,523,224) * (1,429,606,060 


Where: 



Gazoenergeticheskaya Kompaniya votes For or Abstains, while voting on the issue of 

reorganization of RAO UES of Russia through a spin-off, and owns at least 4,522,879,000 

ordinary shares in RAO UES of Russia and at least 100 preference shares in RAO UES of Russia. 

168



MMC NORILSK NICKEL votes For or Abstains, while voting on the issue of reorganization of 

RAO UES of Russia through a spin-off, and owns at least 1,016,370,000 ordinary shares in RAO 

UES of Russia and at least 500,000,000 preference shares in RAO UES of Russia. 



ENTERPRISES COMPANY LIMITED votes For or Abstains, while voting on the issue of 

reorganization of RAO UES of Russia through a spin-off, and owns at least 416,590,290 ordinary 

shares in RAO UES of Russia and at least 20,000 preference shares in RAO UES of Russia. 








NORILSK NICKEL votes For or Abstains, while voting on the issue of reorganization of RAO 

UES of Russia through a spin-off, and owns at least 1,016,370,000 ordinary shares in RAO UES 

of Russia and at least 500,000,000 preference shares in RAO UES of Russia. 










Z1 – the number of ordinary shares in the spun-off company concerned to be placed with the 

shareholders in accordance with paragraph 3.3.3 of this resolution. 

Z2 – the number of preference shares in the spun-off company concerned to be placed with the 








Holding shall be allocated to OOO Gazoenergeticheskaya Kompaniya if it votes For or 


spin-off, and as of the date determined in accordance with paragraph 3.6 of this resolution, 

does not reduce the number of shares in RAO UES of Russia owned by it, which is 

specified in paragraph 3.3.3, upon the following conditions: 



shall be allocated for (22,569,848,313 + 145,523,224 + 4,522,879,000 

+OS2+OS3+ 100 +PS2+PS3)/((1+ 100/4,522,879,000) * (12,516,066,381 – Z1 – P1)) 




169

shall be allocated for (22,569,848,313 + 145,523,224 + 4,522,879,000 +OS2+OS3+ 

100 +PS2+PS3)/((1+ 4,522,879,000/100) * (1,429,606,060 – Z2 – P2)). 

Where: 



































Holding shall be allocated to OJSC MMC NORILSK NICKEL if OJSC MMC NORILSK 

NICKEL votes For or Abstains, while voting on the issue of reorganization of RAO UES 

of Russia through a spin-off, and as of the date determined in accordance with paragraph 

3.6 of this resolution, does not reduce the number of shares in RAO UES of Russia owned 

by it, which is specified in paragraph 3.3.3, upon the following conditions: 



shall be allocated for (22,569,848,313 + 145,523,224 + OS1+ 1,016,370,000 

+OS3+PS1+ 500,000,000 +PS3)/((1+ 500,000,000 /1,016,370,000) * (12,516,066,381 

– Z1 – P1) ordinary shares in RAO UES of Russia. 



shall be allocated for (22,569,848,313 + 145,523,224 + OS1+ 1,016,370,000 

+OS3+PS1+ 500,000,000 +PS3)/((1+ 1,016,370,000/500,000,000) * (1,429,606,060– 

Z2 – P2)) preference shares in RAO UES of Russia. 

170

Where: 



































Holding shall be allocated to MADAKE ENTERPRISES COMPANY LIMITED if 

MADAKE ENTERPRISES COMPANY LIMITED votes For or Abstains, while voting 

on the issue of reorganization of RAO UES of Russia through a spin-off, and as of the 

date determined in accordance with paragraph 3.6 of this resolution, does not reduce the 

number of shares in RAO UES of Russia owned by it, which is specified in paragraph 

3.3.3, upon the following conditions: 



shall be allocated for (22,569,848,313 + 145,523,224 + OS1+OS2+ 416,590,290 

+PS1+PS2+ 20,000)/((1+ 20,000/416,590,290) * (12,516,066,381 – Z1 – P1)) ordinary 




shall be allocated for (22,569,848,313 + 145,523,224 + OS1+OS2+ 416,590,290 

+PS1+PS2+ 20,000)/((1+ 416,590,290/20,000) * (1,429,606,060 – Z2 – P2)) 


Where: 

171





























3.3.18. The shares in JSC Centerenergyholding shall be allocated to the Russian Federation if as 




conditions: 

3.3.18.1. One (1) ordinary share in JSC Centerenergyholding to be established through a spin-off 

shall be allocated for (22,569,848,313 + 145,523,224 + OS2+OS3+PS2+PS3)/((1+ 

145,523,224/22,569,848,313) * (43,051,999,755 – Z1 – P1)) ordinary shares in RAO 


3.3.18.2. One (1) preference share in JSC Centerenergyholding to be established through a spinoff 


22,569,848,313/145,523,224) * (2,176,791,245 – Z2 – P2)) preference shares in RAO 


Where: 











172











P1 – the number of ordinary shares in JSC Centerenergyholding to be placed with the 


P2 – the number of preference shares in JSC Centerenergyholding to be placed with the 


Z1 – the number of ordinary shares in JSC Centerenergyholding to be placed with the 

shareholders in accordance with paragraphs 3.3.8.3.1 and 3.3.11.2.1 of this resolution. 

Z2 – the number of preference shares in JSC Centerenergyholding to be placed with the 


3.3.19. The shares in JSC Intergeneration shall be allocated to the Russian Federation if as of the 

date determined in accordance with paragraph 3.6 of this resolution OJSC MMC 

NORILSK NICKEL reduces the number of shares in RAO UES of Russia owned by it, 

which is specified in paragraph 3.3.3 of this resolution, upon the following conditions: 

3.3.19.1. One (1) ordinary share in JSC Intergeneration to be established through a spin-off shall 

be allocated for (22,569,848,313 + 145,523,224 + OS1+OS3+PS1+PS3)/((1+ 



3.3.19.2. One (1) preference share in JSC Intergeneration to be established through a spin-off 




Where: 





















173

P1 – the number of ordinary shares in JSC Intergeneration to be placed with the shareholders 

in accordance with paragraph 3.3.2.5 of this resolution. 

P2 – the number of preference shares in JSC Intergeneration to be placed with the 


Z1 – the number of ordinary shares in JSC Intergeneration to be placed with the shareholders 

in accordance with paragraphs 3.3.9.3.1 and 3.3.12.2.1 of this resolution. 

Z2 – the number of preference shares in JSC Intergeneration to be placed with the 


3.3.20. The shares in JSC Sibenergyholding shall be allocated to the Russian Federation if as of 

the date determined in accordance with paragraph 3.6 of this resolution MADAKE 

ENTERPRISES COMPANY LIMITED reduces the number of shares in RAO UES of 

Russia owned by it, which is specified in paragraph 3.3.3 of this resolution, upon the 


3.3.20.1. One (1) ordinary share in JSC Sibenergyholding to be established through a spin-off 




3.3.20.2. One (1) preference share in JSC Sibenergyholding to be established through a spin-off 




Where: 





















P1 – the number of ordinary shares in JSC Sibenergyholding to be placed with the 


P2 – the number of preference shares in JSC Sibenergyholding to be placed with the 


Z1 – the number of ordinary shares in JSC Sibenergyholding to be placed with the 


Z2 – the number of preference shares in JSC Sibenergyholding to be placed with the 


3.3.21. The shares in JSC Intergeneration shall be allocated to OOO Gazoenergeticheskaya 

Kompaniya (if it votes For or Abstains, while voting on the issue of reorganization of 

174

RAO UES of Russia through a spin-off, and as of the date determined in accordance with 

paragraph 3.6 of this resolution it does not reduce the number of shares owned by it, 

which is specified in paragraph 3.3.3 of this resolution) if as of the date determined in 





be allocated for (22,569,848,313 + 145,523,224 + 4,522,879,000+OS3+100+PS3)/((1+ 

100/4,522,879,000) * (144,338,947,437 – Z1 – P1)) ordinary shares in RAO UES of 

Russia. 



+OS3+100+PS3)/((1+ 4,522,879,000/100) * (7,298,052,563 – Z2 – P2)) preference 


Where: 



















3.3.22. The shares in JSC Sibenergyholding shall be allocated to OOO Gazoenergeticheskaya 

Kompaniya (if it votes For or Abstains, while voting on the issue of reorganization of 

RAO UES of Russia through a spin-off, and as of the date determined in accordance with 



accordance with paragraph 3.6 of this resolution MADAKE ENTERPRISES COMPANY 

LIMITED reduces the number of shares in RAO UES of Russia owned by it, which is 



shall be allocated for (22,569,848,313 + 145,523,224 +4,522,879,000 

+OS2+100+PS2)/((1+ 100/4,522,879,000) * (39,655,948,581 – Z1 – P1)) ordinary 




+OS2+100+PS2)/((1+ 4,522,879,000/100) * (2,005,080,419 – Z2 – P2)) preference 


Where: 



175

















3.3.23. The shares in JSC Centerenergyholding shall be allocated to OJSC MMC NORILSK 

NICKEL (if it votes For or Abstains, while voting on the issue of reorganization of RAO 




accordance with paragraph 3.6 of this resolution OOO Gazoenergeticheskaya Kompaniya 




shall be allocated for (22,569,848,313 + 145,523,224 + 1,016,370,000 +OS3+500,000,000 

+PS3)/((1+ 500,000,000 /1,016,370,000) * (43,051,999,755 – Z1 – P1)) ordinary shares in 


3.3.23.2. One (1) preference share in JSC Centerenergyholding to be established through a spin-off 

shall be allocated for (22,569,848,313 + 145,523,224 + 1,016,370,000 +OS3+500,000,000 

+PS3)/((1+ 1,016,370,000/500,000,000) * (2,176,791,245 – Z2 – P2)) preference shares in 


Where: 



















176

3.3.24. The shares in JSC Sibenergyholding shall be allocated to OJSC MMC NORILSK 

NICKEL (if it votes For or Abstains, while voting on the issue of reorganization of RAO 




accordance with paragraph 3.6 of this resolution MADAKE ENTERPRISES COMPANY 

LIMITED reduces the number of shares in RAO UES of Russia owned by it, which is 



shall be allocated for (22,569,848,313 + 145,523,224 + OS1+1,016,370,000 

+PS1+500,000,000)/((1+ 500,000,000 /1,016,370,000) * (39,655,948,581 – Z1 – P1)) 



shall be allocated for (22,569,848,313 + 145,523,224 + OS1+1,016,370,000 

+PS1+500,000,000)/((1+ 1,016,370,000/500,000,000) * (2,005,080,419 – Z2 – P2)) 


Where: 



















3.3.25. The shares in JSC Centerenergyholding shall be allocated to MADAKE ENTERPRISES 

COMPANY LIMITED (if it votes For or Abstains, while voting on the issue of 

reorganization of RAO UES of Russia through a spin-off, and as of the date determined in 

accordance with paragraph 3.6 of this resolution it does not reduce the number of shares 

owned by it, which is specified in paragraph 3.3.3 of this resolution) if as of the date 

determined in accordance with paragraph 3.6 of this resolution OOO 



conditions: 


shall be allocated for (22,569,848,313 + 145,523,224 + OS2+416,590,290 

+PS2+20,000)/((1+ 20,000/416,590,290) * (43,051,999,755 – Z1 – P1)) ordinary 


3.3.25.2. One (1) preference share in JSC Centerenergyholding to be established through a spinoff 


+PS2+20,000)/((1+ 416,590,290/20,000) * (2,176,791,245 – Z2 – P2)) preference 


177

Where: 



















3.3.26. The shares in JSC Intergeneration shall be allocated to MADAKE ENTERPRISES 

COMPANY LIMITED (if it votes For or Abstains, while voting on the issue of 

reorganization of RAO UES of Russia through a spin-off, and as of the date determined 

in accordance with paragraph 3.6 of this resolution it does not reduce the number of 

shares owned by it, which is specified in paragraph 3.3.3 of this resolution) if as of the 

date determined in accordance with paragraph 3.6 of this resolution OJSC MMC 

NORILSK NICKEL reduces the number of shares in RAO UES of Russia owned by it, 

which is specified in paragraph 3.3.3 of this resolution, upon the following conditions: 


be allocated for (22,569,848,313 + 145,523,224 + OS1+416,590,290 

+PS1+20,000)/((1+ 20,000/416,590,290) * (144,338,947,437 – Z1 – P1)) ordinary 




+PS1+20,000)/((1+ 416,590,290/20,000) * (7,298,052,563 – Z2 – P2)) preference 


Where: 

















178



3.3.27. If in the calculation of shares in the spun-off company concerned the calculated number of 

shares to be allocated to a shareholder of RAO UES of Russia is a fraction, the fractional 

part of the quantity of shares shall be rounded off in accordance with the following rules: 

3.3.27.1. If the period is followed by any number from 5 to 9, one shall be added to the integer 

and any numbers following the period shall be ignored. 

3.3.27.2. If the period is followed by any number from 0 to 4, only the integer shall be taken into 

consideration and any numbers following the period shall be ignored. 

3.3.27.3. If as a result of round-off no shares are receivable by any shareholder, such shareholder 

shall receive one share. 

3.3.28. If as of the date determined in accordance with paragraph 3.6 of this resolution OJSC 

MMC NORILSK NICKEL, which is a shareholder of RAO UES of Russia, is reorganized 

through a spin-off and title to 1,016,370,000 ordinary shares and 500,000,000 preference 

shares in RAO UES of Russia owned by OJSC MMC NORILSK NICKEL transfers by 

legal succession based on the separation balance sheet to a company to be established as a 

result of reorganization of OJSC MMC NORILSK NICKEL, all provisions of this 

resolution in which OJSC MMC NORILSK NICKEL is indicated (with the exception of 

indications of a voting option for the issue of reorganization of RAO UES of Russia 

through a spin-off and participation in voting on this issue), shall be deemed to indicate 

such company established as a result of reorganization of OJSC MMC NORILSK 

NICKEL through a spin-off. 

Transfer of the shares in RAO UES of Russia owned by OJSC MMC NORILSK 

NICKEL by legal succession in accordance with the provisions of the first sub-paragraph 

of this paragraph shall not lead to the application of the appropriate provisions of this 

resolution related to a decrease in the number of shares in RAO UES of Russia owned by 

OJSC MMC NORILSK NICKEL. 

If after the transfer of the shares in RAO UES of Russia owned by OJSC MMC 

NORILSK NICKEL by legal succession in accordance with the provisions of the first subparagraph 

of this paragraph OJSC MMC NORILSK NICKEL is the owner of shares in 

RAO UES of Russia, (1) in the allocation of shares in the companies to be established 

through a spin-off all provisions of this resolution in which OJSC MMC NORILSK 

NICKEL is indicated shall apply only to the assignee of OJSC MMC NORILSK NICKEL 

to be determined in accordance with the provisions of the first sub-paragraph of paragraph 

3.3.19, and (2) in the allocation of shares in the companies to be established through a 

spun-off only the provisions of paragraphs 3.3.1, 3.3.3, 3.3.8.2, 3.3.9.2, 3.3.10.2, 3.3.8.3, 

3.3.9.3, 3.3.10.3, 3.3.11.2, 3.3.12.2 and 3.3.13.2 of this resolution shall apply to OJSC 

MMC NORILSK NICKEL. 

3.3.29. The shares in spun-off companies shall be placed with OOO Gazoenergeticheskaya 

Kompaniya, OJSC MMC NORILSK NICKEL and MADAKE ENTERPRISES 

COMPANY LIMITED in accordance with paragraphs 3.3.1, 3.3.3, 3.3.8.2, 3.3.9.2, 

3.3.10.2, 3.3.8.3, 3.3.9.3, 3.3.10.3, 3.3.11.2, 3.3.12.2 and 3.3.13.2 of this resolution if as of 

the date determined in accordance with paragraph 3.6 of this resolution they increase the 

number of ordinary and preference shares in RAO UES of Russia owned by them 

compared with the number specified in paragraph 3.3.3 of this resolution by the number of 

shares in RAO UES of Russia to the extent that it exceeds the number specified in 


3.3.30. The shares in spun-off companies shall be placed for the shares in RAO UES of Russia 

title to which transferred after the preparation of the list of persons entitled to participate 

in the extraordinary general meeting of RAO UES of Russia of October 26, 2007 in 

accordance with paragraphs 3.3.1, 3.3.3, 3.3.8.2, 3.3.9.2, 3.3.10.2, 3.3.8.3, 3.3.9.3, 

3.3.10.3, 3.3.11.2, 3.3.12.2 and 3.3.13.2 of this resolution. 

179

3.3.31. The list of shareholders of RAO UES of Russia that vote Against or do not participate in 

voting on the issue of reorganization of RAO UES of Russia through a spin-off shall be 

prepared based on data from the list of persons entitled to participate in the extraordinary 

General Meeting of RAO UES of Russia of October 26, 2007. 

3.3.32. If the applicable laws specify that the shares in the joint-stock companies to be established 

during the reorganization shall be allocated to the shareholders that do not participate in 

voting on the issues of reorganization of RAO UES of Russia through a spin-off (issue 

No. 1 on the agenda) in accordance with the same procedure as applying to the 

shareholders that vote "For" the resolution on reorganization, the shares in spun-off 

companies shall be placed with such shareholders in accordance with paragraphs 3.3.1, 

3.3.3, 3.3.8.2, 3.3.9.2, 3.3.10.2, 3.3.8.3, 3.3.9.3, 3.3.10.3, 3.3.11.2, 3.3.12.2 and 3.3.13.2 of 


3.4. All shares in the companies to be established which remain unallocated among the 

shareholders of RAO UES of Russia in accordance with paragraph 3.3 of this resolution shall 

be deemed to have been acquired by RAO UES of Russia. 

3.5. The authorized capitals of the companies to be established shall be formed out of incremental 

capital and the retained earnings of RAO UES of Russia for prior years. 

3.6. Shares in the companies to be established shall be deemed to have been placed (allocated 

among the shareholders of RAO UES of Russia, acquired by RAO UES of Russia) on the day 

of state registration of the companies established as a result of reorganization based on the list 

of persons prepared based on data from the RAO UES of Russia Shareholder Register on the 

date determined by the Board of Directors of RAO UES of Russia not later than fifteen (15) 

business days prior to this date. 

For the preparation of the list of persons specified in this paragraph the nominee 

shareholders of RAO UES of Russia, including nominee shareholders that opened an 

account with nominee shareholders, shall provide, upon request from the registrar of RAO 

UES of Russia, data on persons for whose benefit they own shares. The above-mentioned 

data may be clarified by nominee holders. 

3.7. The separation balance sheet (Appendix A) shall be approved. 

3.8. Andrei Natanovich Rappoport, member of the Management Board of RAO UES of Russia, 

Managing Director of the "Grids" Business Unit, shall be appointed to perform the functions 

of the sole executive body of JSC Gosudarstvennii Holding; 

The Board of Directors of JSC Gosudarstvennii Holding, simultaneously with the 

adoption of a resolution on the approval of a resolution on the issue of shares in JSC 

Gosudarstvennii Holding, shall be entitled to terminate the authority of the person 

performing the functions of the sole executive body of JSC Gosudarstvennii Holding and 

appoint any other individual to perform the functions of the sole executive body of JSC 

Gosudarstvennii Holding. 

3.9. Dmitry Sergeyevich Akhanov, Head of the Center for Reform Project Implementation of the 

Reform Management Center of RAO UES of Russia, shall be appointed to perform the 

functions of the sole executive body of JSC Gosudarstvennii Holding GidroOGK; 

The Board of Directors of JSC Gosudarstvennii Holding GidroOGK, simultaneously 

with the adoption of a resolution on the approval of a resolution on the issue of shares in 

JSC Gosudarstvennii Holding GidroOGK, shall be entitled to terminate the authority of 

the person performing the functions of the sole executive body of JSC Gosudarstvennii 

Holding GidroOGK and appoint any other individual to perform the functions of the sole 

executive body of JSC Gosudarstvennii Holding GidroOGK. 

3.10. Andrei Natanovich Rappoport, member of the Management Board of RAO UES of Russia, 

Managing Director of the "Grids" Business Unit, shall be appointed to perform the functions 

of the sole executive body of JSC Minoritarnii Holding FGC UES; 

The Board of Directors of JSC Minoritarnii Holding FGC UES, simultaneously with 

the adoption of a resolution on the approval of a resolution on the issue of shares in JSC 

180

Minoritarnii Holding FGC UES, shall be entitled to terminate the authority of the person 

performing the functions of the sole executive body of JSC Minoritarnii Holding FGC 

UES and appoint any other individual to perform the functions of the sole executive body 

of JSC Minoritarnii Holding FGC UES. 

3.11. Dmitry Sergeyevich Akhanov, Head of the Center for Reform Project Implementation of the 


functions of the sole executive body of JSC Minoritarnii Holding GidroOGK; 

The Board of Directors of JSC Minoritarnii Holding GidroOGK, simultaneously with 

the adoption of a resolution on the approval of a resolution on the issue of shares in JSC 

Minoritarnii Holding GidroOGK, shall be entitled to terminate the authority of the person 

performing the functions of the sole executive body of JSC Minoritarnii Holding 

GidroOGK and appoint any other individual to perform the functions of the sole executive 

body of JSC Minoritarnii Holding GidroOGK. 

3.12. Vladimir Olegovich Volik, Project Manager of the Reorganization Commission of RAO 

UES of Russia, shall be appointed to perform the functions of the sole executive body of JSC 

OGK-1 Holding; 

The Board of Directors of JSC OGK-1 Holding, simultaneously with the adoption of 

a resolution on the approval of a resolution on the issue of shares in JSC OGK-1 Holding, 

shall be entitled to terminate the authority of the person performing the functions of the 

sole executive body of JSC OGK-1 Holding and appoint any other individual to perform 

the functions of the sole executive body of JSC OGK-1 Holding. 

3.13. Yury Broneslavovich Yukhnevich, Head of a Unit of the Strategy Department of the 


functions of the sole executive body of JSC OGK-2 Holding; 






3.14. Maxim Valentinovich Zavalko, First Deputy Head of the Department for Corporate 

Governance and Shareholder Relations of the Corporate Center of RAO UES of Russia, shall 

be appointed to perform the functions of the sole executive body of JSC OGK-3 Holding; 






3.15. Dmitry Aleksandrovich Burnashev, Head of the Business Planning Department of the 

Corporate Center of RAO UES of Russia, shall be appointed to perform the functions of the 

sole executive body of JSC OGK-4 Holding; 








functions of the sole executive body of JSC OGK-6 Holding; 




181





TGK-1 Holding; 

The Board of Directors of JSC TGK-1 Holding, simultaneously with the adoption of a 

resolution on the approval of a resolution on the issue of shares in JSC TGK-1 Holding, 


sole executive body of JSC TGK-1 Holding and appoint any other individual to perform 

the functions of the sole executive body of JSC TGK-1 Holding. 

3.18. Igor Alikovich Zenyukov, Deputy Head of the Department for Corporate Governance and 

Shareholder Relations of the Corporate Center of RAO UES of Russia, shall be appointed to 







3.19. Aleksei Romanovich Kachai, Deputy Head of the Strategy Department of the Reform 

Management Center of RAO UES of Russia, shall be appointed to perform the functions of 

the sole executive body of JSC Mosenergo Holding; 

The Board of Directors of JSC Mosenergo Holding, simultaneously with the adoption 

of a resolution on the approval of a resolution on the issue of shares in JSC Mosenergo 

Holding, shall be entitled to terminate the authority of the person performing the functions 

of the sole executive body of JSC Mosenergo Holding and appoint any other individual to 

perform the functions of the sole executive body of JSC Mosenergo Holding. 

3.20. Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate 


be appointed to perform the functions of the sole executive body of JSC TGK-4 Holding; 






3.21. Svyatoslav Anatolyevich Lychagin, Deputy Head of the Department for the Regulation of 

Property Relations of the Corporate Center of RAO UES of Russia, shall be appointed to 







3.22. Maxim Valentinovich Zavalko, First Deputy Head of the Department for Corporate 


be appointed to perform the functions of the sole executive body of JSC Voljskaya TGK 

Holding; 

The Board of Directors of JSC Voljskaya TGK Holding, simultaneously with the 


Voljskaya TGK Holding, shall be entitled to terminate the authority of the person 

performing the functions of the sole executive body of JSC Voljskaya TGK Holding and 


Voljskaya TGK Holding. 

182

3.23. Oleg Vladimirovich Yevseyenkov, First Deputy Head of the Business Planning Department 

of the Corporate Center of RAO UES of Russia, shall be appointed to perform the functions of 

the sole executive body of JSC UGK TGK-8 Holding; 

The Board of Directors of JSC UGK TGK-8 Holding, simultaneously with the 

adoption of a resolution on the approval of a resolution on the issue of shares in JSC UGK 

TGK-8 Holding, shall be entitled to terminate the authority of the person performing the 

functions of the sole executive body of JSC UGK TGK-8 Holding and appoint any other 

individual to perform the functions of the sole executive body of JSC UGK TGK-8 

Holding. 

3.24. Maxim Leonidovich Volkov, Head of a Unit of the Department for Corporate Governance 

and Shareholder Relations of the Corporate Center of RAO UES of Russia, shall be appointed 

to perform the functions of the sole executive body of JSC TGK-9 Holding; 








the sole executive body of JSC TGK-10 Holding; 

The Board of Directors of JSC TGK-10 Holding, simultaneously with the adoption of 

a resolution on the approval of a resolution on the issue of shares in JSC TGK-10 Holding, 






the sole executive body of JSC TGK-11 Holding; 








functions of the sole executive body of JSC Kuzbassenergo Holding; 

The Board of Directors of JSC Kuzbassenergo Holding, simultaneously with the 


Kuzbassenergo Holding, shall be entitled to terminate the authority of the person 

performing the functions of the sole executive body of JSC Kuzbassenergo Holding and 


Kuzbassenergo Holding. 



to perform the functions of the sole executive body of JSC Enisei TGK Holding; 

The Board of Directors of JSC Enisei TGK Holding, simultaneously with the 


Enisei TGK Holding, shall be entitled to terminate the authority of the person performing 

the functions of the sole executive body of JSC Enisei TGK Holding and appoint any 

other individual to perform the functions of the sole executive body of JSC Enisei TGK 

Holding. 

183



to perform the functions of the sole executive body of JSC TGK-14 Holding; 






3.30. Yevgeny Vyacheslavovich Dod, Director General of RAO UES International, shall be 

appointed to perform the functions of the sole executive body of JSC Inter RAO UES 

Holding; 

The Board of Directors of JSC Inter RAO UES Holding, simultaneously with the 

adoption of a resolution on the approval of a resolution on the issue of shares in JSC Inter 

RAO UES Holding, shall be entitled to terminate the authority of the person performing 

the functions of the sole executive body of JSC Inter RAO UES Holding and appoint any 

other individual to perform the functions of the sole executive body of JSC Inter RAO 

UES Holding. 

3.31. Aleksander Ivanovich Kazakov, Director General of OAO MUEK, shall be appointed to 

perform the functions of the sole executive body of JSC Holding MRSK; 

The Board of Directors of JSC Holding MRSK, simultaneously with the adoption of a 

resolution on the approval of a resolution on the issue of shares in JSC Holding MRSK, 


sole executive body of JSC Holding MRSK and appoint any other individual to perform 

the functions of the sole executive body of JSC Holding MRSK. 

3.32. Ivan Valentinovich Blagodyr, Director General of OAO OGK-3, shall be appointed to 

perform the functions of the sole executive body of JSC RAO Energy System of East; 

The Board of Directors of JSC RAO Energy System of East, simultaneously with the 

adoption of a resolution on the approval of a resolution on the issue of shares in JSC RAO 

Energy System of East, shall be entitled to terminate the authority of the person 

performing the functions of the sole executive body of JSC RAO Energy System of East 

and appoint any other individual to perform the functions of the sole executive body of 

JSC RAO Energy System of East. 



Centerenergyholding; 

The Board of Directors of JSC Centerenergyholding, simultaneously with the 


Centerenergyholding, shall be entitled to terminate the authority of the person performing 

the functions of the sole executive body of JSC Centerenergyholding and appoint any 

other individual to perform the functions of the sole executive body of JSC 

Centerenergyholding. 



Sibenergyholding; 

The Board of Directors of JSC Sibenergyholding, simultaneously with the adoption of 

a resolution on the approval of a resolution on the issue of shares in JSC 

Sibenergyholding, shall be entitled to terminate the authority of the person performing the 

functions of the sole executive body of JSC Sibenergyholding and appoint any other 

individual to perform the functions of the sole executive body of JSC Sibenergyholding. 

3.35. Aleksander Sergeyevich Isayev, Advisor to the Executive Director of OAO OGK-3, shall be 

appointed to perform the functions of the sole executive body of JSC Intergeneration. 

184

The Board of Directors of JSC Intergeneration, simultaneously with the adoption of a 

resolution on the approval of a resolution on the issue of shares in JSC Intergeneration, 


sole executive body of JSC Intergeneration and appoint any other individual to perform 

the functions of the sole executive body of JSC Intergeneration. 

3.36. It shall be specified that the Internal Audit Commission of JSC Gosudarstvennii Holding 

will be composed of 


1 Nikolai Alekseyevich Grishaev, Head of a Unit of the Department for Corporate 


2 Anatoly Valerievich Baitov, Head of the Directorate for Financial Control and Internal 

Audit of OAO FGC UES 

3 Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate Center 

of RAO UES of Russia 

4 Lyudmila Romanovna Matyunina, First Deputy Head of the Internal Audit Department of 


5 Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the Corporate 


3.37. It shall be specified that the Internal Audit Commission of JSC Gosudarstvennii Holding 

GidroOGK will be composed of 




2 Roman Yuryevich Sorokin, Head of a Unit of the Department for Corporate Governance 


3 Sergei Borisovich Sidorov, Head of the Internal Audit Department of the Corporate 






3.38. It shall be specified that the Internal Audit Commission of JSC Minoritarnii Holding FGC 

UES will be composed of 




2 Marina Alekseevna Lelekova, Deputy Head of the Directorate for Financial Control and 

Internal Audit of OAO FGC UES 







185

3.39. It shall be specified that the Internal Audit Commission of JSC Minoritarnii Holding 

GidroOGK will be composed of: 




2 Maxim Mikhailovich Saukh, Head of a Unit of the Department for Corporate Governance 








3.40. It shall be specified that the Internal Audit Commission of JSC OGK-1 Holding will be 

composed of 


1 Mikhail Vladimirovich Smirnov, Head of a Unit of the Department for Corporate 


















186













































3.45. It shall be specified that the Internal Audit Commission of JSC TGK-1 Holding will be 



187
























3.47. It shall be specified that the Internal Audit Commission of JSC Mosenergo Holding will be 
















1 Sergei Olegovich Erdenko - Senior Expert of the Department for Corporate Governance 










188














3.50. It shall be specified that the Internal Audit Commission of JSC Voljskaya TGK Holding 













3.51. It shall be specified that the Internal Audit Commission of JSC UGK TGK-8 Holding will 

be composed of 





















189































3.55. It shall be specified that the Internal Audit Commission of JSC Kuzbassenergo Holding will 

be composed of 










5 Irina Vassilievna Mikhno, Deputy Head of the Internal Audit Department of the 


3.56. It shall be specified that the Internal Audit Commission of JSC Enisei TGK Holding will be 





190






















3.58. It shall be specified that the Internal Audit Commission of JSC Inter RAO UES Holding 



1 Andrei Sergeyevich Fomin, Deputy Head of a Unit of the Ministry of Industry and 

Energy of the Russian Federation 


3 Viktor Yuryevich Lebedev, Deputy Head of a Unit of the Ministry for Economic 


4 Viktoriya Vladimirovna Oseledko, Head of a Unit of the Ministry of Industry and Energy 




3.59. It shall be specified that the Internal Audit Commission of JSC Holding MRSK will be 



1 Andrei Sergeyevich Fomin, Deputy Head of a Unit of the Ministry of Industry and 

Energy of the Russian Federation 





4 Viktoriya Vladimirovna Oseledko, Head of a Unit of the Ministry of Industry and Energy 


5 Aleksander Borisovich Rutenberg, Deputy Head of a Division of the Federal Energy 

Agency 

3.60. It shall be specified that the Internal Audit Commission of JSC RAO Energy System of East 


191


1 Maxim Genrikhovich Balashov, Deputy Director of a Department of the Ministry of 







5 Aleksander Borisovich Rutenberg, Deputy Head of a Division of the Federal Energy 

Agency 

3.61. It shall be specified that the Internal Audit Commission of JSC Centerenergyholding will be 



1 Roman Yuryevich Sorokin, Head of a Unit of the Department for Corporate Governance 










3.62. It shall be specified that the Internal Audit Commission of JSC Sibenergyholding will be 





2 Tatiana Ivanovna Marinina, Chief Specialist of OAO SUEK. 

3 Sofiya Ivanovna Mokhnachevskaya, Chief Specialist, Expert in the valuation of assets and 

mineral reserves of OAO SUEK. 

4 Yekaterina Dmitrievna Inozemtseva, Head of the Division for Audit of Power Industry 

Enterprises of OAO SUEK. 

5 Svetlana Anatolyevna Dorokhova, Chief Specialist of the In-House Audit Division of 

OAO SUEK. 

3.63. It shall be specified that the Internal Audit Commission of JSC Intergeneration will be 













192

3.64. The register of owners of issue-grade securities of each company to be established shall be 

maintained by: 

- OAO Moscow Central Depositary located at: 107078, Moscow, Orlikov per, dom 3, korp. 

V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC 

Gosudarstvennii Holding; 



Gosudarstvennii Holding GidroOGK; 


V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC Minoritarnii 

Holding FGC UES; 


V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC Minoritarnii 

Holding GidroOGK; 


V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC OGK-1 

Holding; 



Holding; 

- ZAO STATUS Registration Company located at: 109544, Moscow, ul. 

Dobrovolcheskaya, d. 1/64 for JSC OGK-3 Holding; 



Holding; 



Holding; 


V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC TGK-1 

Holding; 



Holding; 

- ZAO Reestr-Servis Specialized Registrar located at: 115035, Russia, Moscow, ul. 

Sadovnicheskaya, d. 15 for JSC Mosenergo Holding; 



Holding; 



Holding; 


V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC Voljskaya 

TGK Holding; 


V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC UGK TGK-8 

Holding; 



Holding; 

193



Holding; 



Holding; 



Kuzbassenergo Holding; 


V, postal address: 105082, Moscow, ul. B. Pochtovaya, d. 34, str. 8 for JSC Enisei TGK 

Holding; 



Holding; 

- ZAO Novyi Registrator located at: 107023, Moscow, ul. Buzheninova, dom 30, 2 nd floor, 

postal address: 107023, Moscow, ul. Buzheninova, dom 30 for JSC Inter RAO UES 

Holding; 


Dobrovolcheskaya, d. 1/64 for JSC Holding MRSK; 


Dobrovolcheskaya, d. 1/64 for JSC RAO Energy System of East; 


Dobrovolcheskaya, d. 1/64 for JSC Centerenergyholding; 


Dobrovolcheskaya, d. 1/64 for JSC Sibenergyholding; 


Dobrovolcheskaya, d. 1/64 for JSC Intergeneration. 

If a company which, pursuant to a resolution of this General Meeting of Shareholders, will 

take over a company to be established pursuant to this resolution changes its registrar, such 

registrar shall simultaneously be the registrar of the established company concerned. 

If a company to be spun off pursuant to this resolution is to be taken over by another company, 

yet this takeover proves impossible due to the conditions envisioned by this resolution, this spunoff 

company shall be deemed to have been established in accordance with article 19 of the 

Federal Law "On Joint-Stock Companies" and the registrar of such company shall be ZAO 

STATUS Registration Company located at: 109544, Moscow, ul. Dobrovolcheskaya, d. 1/64. 

3.65. The Articles of Association of JSC Gosudarstvennii Holding (Appendix 1) shall be 

approved. 

3.66. The Articles of Association of JSC Gosudarstvennii Holding GidroOGK (Appendix 2) shall 

be approved. 

3.67. The Articles of Association of JSC Minoritarnii Holding FGC UES (Appendix 3) shall be 

approved. 

3.68. The Articles of Association of JSC Minoritarnii Holding GidroOGK (Appendix 4) shall be 

approved. 

3.69. The Articles of Association of JSC OGK-1 Holding (Appendix 5) shall be approved. 





3.74. The Articles of Association of JSC TGK-1 Holding (Appendix 10) shall be approved. 


3.76. The Articles of Association of JSC Mosenergo Holding (Appendix 12) shall be approved. 

194



3.79. The Articles of Association of JSC Voljskaya TGK Holding (Appendix 15) shall be 

approved. 

3.80. The Articles of Association of JSC UGK TGK-8 Holding (Appendix 16) shall be approved. 




3.84. The Articles of Association of JSC Kuzbassenergo Holding (Appendix 20) shall be 

approved. 

3.85. The Articles of Association of JSC Enisei TGK Holding (Appendix 21) shall be approved. 


3.87. The Articles of Association of JSC Inter RAO UES Holding (Appendix 23) shall be 

approved. 

3.88. The Articles of Association of JSC Holding MRSK (Appendix 24) shall be approved. 

3.89. The Articles of Association of JSC RAO Energy System of East (Appendix 25) shall be 

approved. 

3.90. The Articles of Association of JSC Centerenergyholding (Appendix 26) shall be approved. 

3.91. The Articles of Association of JSC Sibenergyholding (Appendix 27) shall be approved. 

3.92. The Articles of Association of JSC Intergeneration (Appendix 28) shall be approved. 

3.93. A company to be established shall not be subject to takeover as provided for by the takeover 

agreement and such company shall be deemed to have been established in accordance with 

article 19 of the Federal Law "On Joint-Stock Companies". 

3.94. As of the adoption of this resolution until the completion of reorganization of RAO UES of 

Russia, RAO UES of Russia shall not be entitled to dispose of, pledge and execute any other 

transactions which lead or may lead to the disposal or encumbrance of the shares in OAO 

FGC UES, OAO HydroOGK, OAO OGK-1, OAO OGK-2, OAO OGK-3, OAO OGK-4, 

OAO OGK-6, OAO TGK-1, OAO TGK-2, OAO Mosenergo, OAO TGK-4, OAO TGK-6, 

OAO Volzhskaya TGK, OAO YUGK TGK-8, OAO TGK-9, OAO TGK-10, OAO TGK-11, 

OAO Kuzbassenergo, OAO Yeniseiskaya TGK (TGK-13), OAO TGK-14 in an amount 

exceeding the total number of shares in each above-mentioned company, which in accordance 

with the separation balance sheet of RAO UES of Russia approved by this resolution are 

allocated to JSC Gosudarstvennii Holding and JSC Gosudarstvennii Holding GidroOGK. 

3.95. The identification of the legal entities named in this resolution, including in case of change 

in their name and/or location, shall be carried out using the following primary state 

registration numbers (OGRN) (for Russian legal entities) or registration number (for 

MADAKE ENTERPRISES COMPANY LIMITED): 

- OAO FGC UES - OGRN: 1024701893336; 

- OAO HydroOGK - OGRN: 1042401810494; 

- OAO OGK-1 - OGRN: 1057200597960; 

- OAO OGK-2 - OGRN: 1052600002180; 

- OAO OGK-3 - OGRN: 1040302983093; 

- OAO OGK-4 - OGRN: 1058602056985; 

- OAO OGK-6 - OGRN: 1056164020769; 

- OAO TGK-1 - OGRN: 1057810153400; 

- OAO TGK-2 - OGRN: 1057601091151; 

- OAO Mosenergo - OGRN: 1027700302420; 

- OAO TGK-4 - OGRN: 1056882304489; 

- OAO TGK-6 -OGRN: 1055230028006; 

- OAO Volzhskaya TGK - OGRN: 1056315070350; 

- OAO YUGK TGK-8 - OGRN: 1053000012790; 

- OAO TGK-9 - OGRN: 1045900550024; 

195

- OAO TGK-10 - OGRN: 1058602102437; 

- OAO TGK-11 - OGRN: 1055406226237; 

- OAO Kuzbassenergo - OGRN: 1024200678260; 

- OAO Yeniseiskaya TGK (TGK-13) - OGRN: 1051901068020; 

- OAO TGK-14 - OGRN: 1047550031242; 

- OAO Sochinskaya TPP - OGRN: 1022302933630. 

- OOO Gazoenergeticheskaya Kompaniya - OGRN: 1037739465004; 

- OJSC MMC NORILSK NICKEL - OGRN: 1028400000298; 

- MADAKE ENTERPRISES COMPANY LIMITED – registration number: 201936, the 

Republic of Cyprus. 

3.96. Disputes, controversies and requirements arising among the companies spun off from RAO 

UES of Russia (their legal successors), including all disputes in connection with the adopted 

decisions concerning the reorganization of RAO UES of Russia, shall be settled in accordance 

with the existing dispute reference agreements among them. 

For issue 2: 

The Board of Directors of JSC Gosudarstvennii Holding composed of the following 


1. Mikhail Yuryevich Tuzov 

2. Aleksander Yevgenyevich Molotnikov 

3. Andrei Natanovich Rappoport 

4. Yury Vitalyevich Loginov 

5. Yevgeny Nikolayevich Bykhanov 

6. Valery Vassilyevich Nepsha 

7. Igor Stepanovich Kozhukhovsky 

8. Aleksander Kirillovich Obraztsov 

9. Aleksander Nikolayevich Chistyakov 

10. Maxim Nikolayevich Bunyakin 

11. Grigory Yuryevich Glazkov 

12. Yury Vladimirovich Goncharov 

13. Aleksander Sergeyevich Kovalev 

14. Dmitry Aleksandrovich Burnashev 

15. Aleksei Romanovich Kachai 

For issue 3: 

The Board of Directors of JSC Gosudarstvennii Holding GidroOGK composed of the 


1. Dmitry Sergeyevich Akhanov 

2. Dmitry Viktorovich Shtykov 

3. Yan Aleksandrovich Zuyev 


5. Khvicha Patayevich Kharchilava 


7. Mikhail Vladimirovich Smirnov 

8. Dmitry Anatolyevich Tuzov 

9. Igor Alikovich Zenyukov 


11. Yury Bronislavovich Yukhnevich 

12. Yelena Villenovna Ekzarkho 


14. Aleksander Sergeyevich Kovalev 

196

15. Vladimir Danilovich Flegontov 

For issue 4: 

The Board of Directors of JSC Minoritarnii Holding FGC UES composed of the following 


1. Mikhail Yuryevich Tuzov 

2. Aleksander Nikolayevich Chistyakov 





7. Sergei Olegovich Erdenko 

8. Andrei Vladimirovich Gabov 








For issue 5: 

The Board of Directors of JSC Minoritarnii Holding GidroOGK composed of the following 





4. Roman Yuryevich Sorokin 

5. Maxim Leonidovich Volkov 


7. Tatiana Vladimirovna Kochetkova 






13. Igor Nikolayevich Repin 

14. Maxim Igorevich Shulin 

15. Yanina Anatolyevna Denisenko 

For issue 6: 

The Board of Directors of JSC OGK-1 Holding composed of the following members shall be 

elected: 



3. Vladimir Yevgenyevich Avetisyan 


5. Oleg Vladimirovich Yevseyenkov 


7. Grigory Mikhailovich Kharenko 

8. Yury Anatolyevich Zhelyabovsky 

197


10. Yelena Nikolaevna Ulanovskaya 

11. Madina Mukharbievna Suyunova 

12. Polina Valentinovna Strizhenko 

13. Vladimir Olegovich Volik 


15. Yury Borisovich Nekipelov 

For issue 7: 


elected: 





5. Svyatoslav Anatolyevich Lychagin 

6. Mikhail Eduardovich Lisyansky 


8. Natalya Vyacheslavovna Zaikina 

9. Maxim Aleksandrovich Yeremeyev 


11. Oleg Valentinovich Dunin 





For issue 8: 


elected: 



3. Maxim Valentinovich Zavalko 

4. Dmitry Eduardovich Selyutin 





9. Natalya Viktorovna Zaitseva 






15. Pavel Borisovich Matveyev 

For issue 9: 


elected: 


198



4. Oleg Vassilyevich Kulikov 




8. Yury Pavlovich Makushin 






14. Dmitry Vassilyevich Fedorchuk 


For issue 10: 


elected: 














14. Aleksander Viktorovich Varvarin 


For issue 11: 

The Board of Directors of JSC TGK-1 Holding composed of the following members shall be 

elected: 



3. Denis Viktorovich Kulikov 








11. Vyacheslav Mikhailovich Dolgikh 





199

For issue 12: 


elected: 
















For issue 13: 

The Board of Directors of JSC Mosenergo Holding composed of the following members 

shall be elected: 
















For issue 14: 


elected: 







7. Natalya Grigorievna Boiko 



200







For issue 15: 


elected: 










10. Vladimir Mikhailovich Tarasov 






For issue 16: 

The Board of Directors of JSC Voljskaya TGK Holding composed of the following members 

















For issue 17: 

The Board of Directors of JSC UGK TGK-8 Holding composed of the following members 




201














For issue 18: 


elected: 
















For issue 19: 

The Board of Directors of JSC TGK-10 Holding composed of the following members shall 

be elected: 









9. Mikhail Sergeyevich Molchanov 







202

For issue 20: 


be elected: 




4. Dmitry Vassilyevich Fedorchuk 





9. Yelena Nikolaevna Ulanovskaya 







For issue 21: 

The Board of Directors of JSC Kuzbassenergo Holding composed of the following members 







6. Oleg Valentinovich Dunin 




10. Yelena Vladimirovna Yevseyenkova 





15. Aleksei Alekseyevich Znamensky 

For issue 22: 

The Board of Directors of JSC Enisei TGK Holding composed of the following members 











203







For issue 23: 


be elected: 





5. Larisa Valentinovna Blagoveshchenskaya 











For issue 24: 

The Board of Directors of JSC Inter RAO UES Holding composed of the following 


1. Aleksander Stalyevich Voloshin 

2. Viktor Borisovich Khristenko 

3. Kirill Gennadyevich Androsov 

4. Andrei Vladimirovich Dementyev 

5. Gleb Sergeyevich Nikitin 

6. Yevgeny Vyacheslavovich Dod 

7. Sergei Vladimirovich Kirienko 

8. German Oskarovich Gref 

9. Vyacheslav Mikhailovich Kravchenko 

10. Denis Arkadyevich Askinadze 

11. Boris Ilyich Ayuev 


13. Maxim Genrikhovich Balashov 

14. Yury Mitrofanovich Medvedev 

15. Mikhail Ivanovich Buyanov 

For issue 25: 

The Board of Directors of JSC Holding MRSK composed of the following members shall be 

elected: 

1. Yakov Moiseyevich Urinson 



204

4. Mikhail Ivanovich Buyanov 





9. Aleksander Ivanovich Kazakov 


11. Yury Mitrofanovich Medvedev 


13. Mikhail Yuryevich Kurbatov 

14. Seppo Juha Remes 

15. Ilya Arturovich Yuzhanov 

For issue 26: 

The Board of Directors of JSC RAO Energy System of East composed of the following 


1. Yakov Moiseyevich Urinson 






7. Ivan Valentinovich Blagodyr 

8. Boris Ilyich Ayuev 

9. Oleg Dmitrievich Antosenko 





14. Mikhail Yuryevich Kurbatov 

15. Yevgeny Yuryevich Abramov 

For issue 27: 

The Board of Directors of JSC Centerenergyholding composed of the following members 


1. Yury Viktorovich Naumov 

2. Artur Yakobovich Kraft 

3. Denis Vladimirovich Fedorov 

4. Aleksei Aleksandrovich Varnakov 

5. Igor Iosifovich Lipsky 

6. Natalia Alekseevna Sapunova 

7. Nikolai Vyacheslavovich Vassiliev 

8. Vsevolod Stanislavovich Vorobiev 

9. Igor Anatolyevich Golenishchev 

10. Sergei Rashidovich Prokurov 

11. Stanislav Vitalyevich Neveinitsyn 

12. Maxim Borisovich Babich 

13. Andrei Gennadyevich Chesnokov 

14. Stanislav Olegovich Ashirov 

15. Pyotr Gennadyevich Bakayev 

205

For issue 28: 

The Board of Directors of JSC Sibenergyholding composed of the following members shall 

be elected: 


2. Aleksei Mikhailovich Zakharov 

3. Marina Sergeevna Zakharyuta 

4. Pavel Olegovich Shatsky 

5. Aleksander Aleksandrovich Shumilov 

6. Aleksei Yevgenyevich Bai 

7. Alina Nikolaevna Postnikova 

8. Anton Olegovich Smirnov 

9. Sergei Anatolyevich Tverdokhlebov 

10. Igor Yuryevich Sorokin 

11. Andrei Nikolayevich Bolshakov 

12. Aleksander Vladimirovich Redkin 

13. Anastasiya Mikhailovna Nekhaenko 


15. Igor Nikolayevich Nekrasov 

For issue 29: 

The Board of Directors of JSC Intergeneration composed of the following members shall be 

elected: 

1. Viktor Valentinovich Tikhonov 

2. Aleksei Valerievich Lukianov 

3. Dmitry Mikhailovich Katiev 

4. Irina Aleksandrovna Ashkenazy 

5. Pavel Borisovich Matveyev 

6. Yury Stepanovich Sablukov 

7. Sergei Nikolayevich Boiko 

8. Andrei Valentinovich Zolotarev 

9. Aleksei Aleksandrovich Malov 

10. Sergei Olegovich Shabanov 

11. Yury Yuryevich Kalabin 

12. Larisa Borisovna Melnik 

13. Sergei Dmitrievich Matveyev 

14. Pavel Vyacheslavovich Shumov 

15. Aleksander Sergeyevich Isayev 

For issue 30: 

1. JSC Gosudarstvennii Holding to be established through the reorganization of RAO UES of 

Russia shall be reorganized through its takeover by OAO FGC UES (OGRN: 1024701893336) as 

provided for by this resolution and the takeover agreement approved by this resolution. 










206






















provisions on the appointment of JSC Gosudarstvennii Holding as the legal successor to RAO 

UES of Russia will be a deed of delivery for JSC Gosudarstvennii Holding under which the rights 

and duties of RAO UES of Russia transfer to OAO FGC UES. 



Holding into the shares in OAO FGC UES shall be defined: 

4.1. All shares in JSC Gosudarstvennii Holding shall be converted into the additional ordinary 


4.2. Additional ordinary shares in OAO FGC UES shall provide to the shareholders the same 




0.2931464676179060 ordinary shares in JSC Gosudarstvennii Holding shall be converted into 

1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles; 

0.3200987853438580 preference shares in JSC Gosudarstvennii Holding shall be converted 

into 1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles. 


Gosudarstvennii Holding as a result of conversion the calculated number of shares to be held by 

such shareholder of JSC Gosudarstvennii Holding is a fraction, the fractional part of the quantity 

of shares shall be rounded off in accordance with the following rule: 






shall receive one additional share in OAO FGC UES. 


takeover of JSC Gosudarstvennii Holding shall be canceled unless any other companies are taken 

over in addition to JSC Gosudarstvennii Holding by OAO FGC UES. 

If any other companies involved in the reorganization are taken over by OAO FGC UES along 

with JSC Gosudarstvennii Holding, the shares in OAO FGC UES placed at the disposal of OAO 

207

FGC UES as a result of a takeover of JSC Gosudarstvennii Holding may be used for the purposes 

of converting into them the shares in such other target companies. The shares in OAO FGC UES 

placed at the disposal of OAO FGC UES as a result of a takeover of JSC Gosudarstvennii 

Holding which OAO FGC UES will still have at its disposal after the conversion of shares in such 

other target companies shall be canceled. 




4.4. The shares in JSC Gosudarstvennii Holding shall be recognized as converted into ordinary 

shares in OAO FGC UES on the day on which an entry is made into the Unified State Register of 

Legal Entities about the termination of operation of JSC Gosudarstvennii Holding based on data 

from the JSC Gosudarstvennii Holding Shareholder Register on the above-mentioned date. 

4.5. The shares in JSC Gosudarstvennii Holding to be converted shall be canceled upon 

conversion. 



approved by this resolution on behalf of JSC Gosudarstvennii Holding. 

For issue 31: 

1. JSC Gosudarstvennii Holding GidroOGK to be established through the reorganization of RAO 



resolution. 











provisions on the appointment of JSC Gosudarstvennii Holding GidroOGK as the legal successor 

to RAO UES of Russia will be a deed of delivery for JSC Gosudarstvennii Holding GidroOGK 

under which the rights and duties of RAO UES of Russia transfer to OAO HydroOGK. 




4.1. All shares in JSC Gosudarstvennii Holding GidroOGK shall be converted into the additional 


4.2. Additional ordinary shares in OAO HydroOGK shall provide to the shareholders the same 




1.5553208073403300 ordinary shares in JSC Gosudarstvennii Holding GidroOGK shall be 


1.6983192917016000 preference shares in JSC Gosudarstvennii Holding GidroOGK shall be 



Gosudarstvennii Holding GidroOGK as a result of conversion the calculated number of shares to 

be held by such shareholder of JSC Gosudarstvennii Holding GidroOGK is a fraction, the 

208

fractional part of the quantity of shares shall be rounded off in accordance with the following 

rule: 






shall receive one additional share in OAO HydroOGK. 


takeover of JSC Gosudarstvennii Holding GidroOGK shall be canceled unless any other 

companies are taken over in addition to JSC Gosudarstvennii Holding GidroOGK by OAO 

HydroOGK. 

If any other companies are taken over by OAO HydroOGK along with JSC Gosudarstvennii 

Holding GidroOGK, the shares in OAO HydroOGK placed at the disposal of OAO HydroOGK as 

a result of a takeover of JSC Gosudarstvennii Holding GidroOGK may be used for the purposes 

of converting into them the shares in such other target companies. The shares in OAO 

HydroOGK placed at the disposal of OAO HydroOGK as a result of a takeover of JSC 

Gosudarstvennii Holding GidroOGK which OAO HydroOGK will still have at its disposal after 

the conversion of shares in such other target companies shall be canceled. 




4.4. The shares in JSC Gosudarstvennii Holding GidroOGK shall be recognized as converted into 


Register of Legal Entities about the termination of operation of JSC Gosudarstvennii Holding 

GidroOGK based on data from the JSC Gosudarstvennii Holding GidroOGK Shareholder 

Register on the above-mentioned date. 

4.5. The shares in JSC Gosudarstvennii Holding GidroOGK to be converted shall be canceled 

upon conversion. 



approved by this resolution on behalf of JSC Gosudarstvennii Holding GidroOGK. 

For issue 32: 

1. JSC Minoritarnii Holding FGC UES to be established through the reorganization of RAO UES 

of Russia shall be reorganized through its takeover by OAO FGC UES (OGRN: 1024701893336) 

as provided for by this resolution and the takeover agreement approved by this resolution. 
















209
















provisions on the appointment of JSC Minoritarnii Holding FGC UES as the legal successor to 

RAO UES of Russia will be a deed of delivery for JSC Minoritarnii Holding FGC UES under 

which the rights and duties of RAO UES of Russia transfer to OAO FGC UES. 



Holding FGC UES into the shares in OAO FGC UES shall be defined: 

4.1. All shares in JSC Minoritarnii Holding FGC UES shall be converted into the additional 

ordinary shares in OAO FGC UES. 

4.2. If JSC Minoritarnii Holding FGC UES is taken over by OAO FGC UES along with JSC 

Gosudarstvennii Holding (or along with JSC Gosudarstvennii Holding and any other target 

companies), all shares in JSC Minoritarnii Holding FGC UES shall be converted into the 

additional ordinary shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result 

of a takeover of JSC Gosudarstvennii Holding and JSC Minoritarnii Holding FGC UES (and/or as 

a result of a takeover of any other target companies if such other companies are taken over 

together). 


Minoritarnii Holding FGC UES as a result of conversion the calculated number of shares to be 

held by such shareholder of JSC Minoritarnii Holding FGC UES is a fraction, the fractional part 







shall receive one share in OAO FGC UES from among the shares placed at the disposal of 

OAO FGC UES. 


takeover of JSC Minoritarnii Holding FGC UES and JSC Gosudarstvennii Holding (and/or as a 

result of a takeover of any other target companies if such other companies are taken over 

together) which OAO FGC UES will still have at its disposal after the conversion of shares in 

JSC Minoritarnii Holding FGC UES (and after the conversion of shares in any other target 


4.3. If JSC Minoritarnii Holding FGC UES is not taken over by OAO FGC UES along with JSC 

Gosudarstvennii Holding, all shares in JSC Minoritarnii Holding FGC UES shall be converted 

into the additional ordinary shares in OAO FGC UES placed at the disposal of OAO FGC UES as 

a result of a takeover of JSC Minoritarnii Holding FGC UES and into the additional ordinary 


210


of JSC Minoritarnii Holding FGC UES shall be calculated by dividing the number of a certain 

category of shares in JSC Minoritarnii Holding FGC UES owned by such shareholder by the 

applicable conversion ratio. 


Minoritarnii Holding FGC UES the calculated number of shares to be held by such shareholder of 

JSC Minoritarnii Holding FGC UES is a fraction, the fractional part of the quantity of shares shall 

be rounded off in accordance with the following rule: 






shall receive one share in OAO FGC UES. 


disposal of OAO FGC UES receivable by any shareholder of JSC Minoritarnii Holding FGC UES 


FGC UES receivable by such shareholder in accordance with sub-paragraph two of this paragraph 

(after round-off) by the ratio of the total number of ordinary shares in OAO FGC UES placed at 

the disposal of OAO FGC UES during a takeover of JSC Minoritarnii Holding FGC UES to the 

total number of ordinary shares in OAO FGC UES necessary to convert into them all ordinary 

and preference shares in JSC Minoritarnii Holding FGC UES. 


receivable by any shareholder of JSC Minoritarnii Holding FGC UES shall be determined as the 

difference between the number of ordinary shares in OAO FGC UES receivable by such 


number of shares in OAO FGC UES from among the shares placed at the disposal of OAO FGC 

UES receivable by such shareholder. 


takeover of JSC Minoritarnii Holding FGC UES (and/or as a result of a takeover of any other 

target companies if such other companies are taken over together) which OAO FGC UES will 

still have at its disposal after the conversion of shares in JSC Minoritarnii Holding FGC UES (and 







0.1275576165696140 ordinary shares in JSC Minoritarnii Holding FGC UES shall be 


rubles; 

0.1392854515938140 preference shares in JSC Minoritarnii Holding FGC UES shall be 


rubles. 

4.5. The shares in JSC Minoritarnii Holding FGC UES shall be recognized as converted into 

ordinary shares in OAO FGC UES on the day on which an entry is made into the Unified State 

Register of Legal Entities about the termination of operation of JSC Minoritarnii Holding FGC 

UES based on data from the JSC Minoritarnii Holding FGC UES Shareholder Register on the 

above-mentioned date. 

4.6. The shares in JSC Minoritarnii Holding FGC UES to be converted shall be canceled upon 

conversion. 

211



approved by this resolution on behalf of JSC Minoritarnii Holding FGC UES. 

For issue 33: 

1. JSC Minoritarnii Holding GidroOGK to be established through the reorganization of RAO 



resolution. 











provisions on the appointment of JSC Minoritarnii Holding GidroOGK as the legal successor to 

RAO UES of Russia will be a deed of delivery for JSC Minoritarnii Holding GidroOGK under 

which the rights and duties of RAO UES of Russia transfer to OAO HydroOGK. 




4.1. All shares in JSC Minoritarnii Holding GidroOGK shall be converted into the additional 


4.2. If JSC Minoritarnii Holding GidroOGK is taken over by OAO HydroOGK along with JSC 

Gosudarstvennii Holding GidroOGK (or along with JSC Gosudarstvennii Holding GidroOGK 

and any other companies), all shares in JSC Minoritarnii Holding GidroOGK shall be converted 

into the additional ordinary shares in OAO HydroOGK placed at the disposal of OAO 

HydroOGK. 


Minoritarnii Holding GidroOGK as a result of conversion the calculated number of shares to be 

held by such shareholder of JSC Minoritarnii Holding GidroOGK is a fraction, the fractional part 







shall receive one share in OAO HydroOGK from among the shares placed at the disposal 

of OAO HydroOGK. 


takeover of JSC Minoritarnii Holding GidroOGK and JSC Gosudarstvennii Holding GidroOGK 

(and/or as a result of a takeover of any other target companies if such other companies are taken 

over together) which OAO HydroOGK will still have at its disposal after the conversion of shares 

in JSC Minoritarnii Holding GidroOGK (and after the conversion of shares in any other target 


4.3. If JSC Minoritarnii Holding GidroOGK is not taken over by OAO HydroOGK along with 

JSC Gosudarstvennii Holding GidroOGK (or along with JSC Gosudarstvennii Holding 

GidroOGK and any other companies), all shares in JSC Minoritarnii Holding GidroOGK shall be 

212

converted into the additional ordinary shares in OAO HydroOGK placed at the disposal of OAO 

HydroOGK and into the additional ordinary shares in OAO HydroOGK. 

In this case the number of ordinary shares in OAO HydroOGK receivable by each 

shareholder of JSC Minoritarnii Holding GidroOGK shall be calculated by dividing the number 

of a certain category of shares in JSC Minoritarnii Holding GidroOGK owned by such 

shareholder by the applicable conversion ratio. 


Minoritarnii Holding GidroOGK the calculated number of shares to be held by such shareholder 

of JSC Minoritarnii Holding GidroOGK is a fraction, the fractional part of the quantity of shares 

shall be rounded off in accordance with the following rule: 






shall receive one share in OAO HydroOGK. 

The number of ordinary shares in OAO HydroOGK from among the shares placed at the 

disposal of OAO HydroOGK receivable by any shareholder of JSC Minoritarnii Holding 

GidroOGK shall be a part of the integer determined by multiplying the number of ordinary shares 

in OAO HydroOGK receivable by such shareholder in accordance with sub-paragraph two of this 

paragraph (after round-off) by the ratio of the total number of ordinary shares in OAO 

HydroOGK placed at the disposal of OAO HydroOGK to the total number of ordinary shares in 

OAO HydroOGK necessary to convert into them all ordinary and preference shares in JSC 

Minoritarnii Holding GidroOGK. 

The number of ordinary shares in OAO HydroOGK from among the additional shares 

receivable by any shareholder of JSC Minoritarnii Holding GidroOGK shall be determined as the 

difference between the number of ordinary shares in OAO HydroOGK receivable by such 


number of shares in OAO HydroOGK from among the shares placed at the disposal of OAO 

HydroOGK receivable by such shareholder. 


takeover of JSC Minoritarnii Holding GidroOGK (and as a result of a takeover of any other target 

companies if such other companies are taken over together) which OAO HydroOGK will still 

have at its disposal after the conversion of shares in JSC Minoritarnii Holding GidroOGK (and 







0.2895891255957020 ordinary shares in JSC Minoritarnii Holding GidroOGK shall be 


0.3162143760599500 preference shares in JSC Minoritarnii Holding GidroOGK shall be 


4.5. The shares in JSC Minoritarnii Holding GidroOGK shall be recognized as converted into 


Register of Legal Entities about the termination of operation of JSC Minoritarnii Holding 

GidroOGK based on data from the JSC Minoritarnii Holding GidroOGK Shareholder Register on 

the above-mentioned date. 

4.6. The shares in JSC Minoritarnii Holding GidroOGK to be converted shall be canceled upon 

conversion. 

213



approved by this resolution on behalf of JSC Minoritarnii Holding GidroOGK. 

For issue 34: 





approved. 






4. The following procedure and conditions for the conversion of shares in JSC OGK-1 

Holding into the shares in OAO OGK-1 shall be defined: 







ratios). 







Association of OAO OGK-1; 



Association of OAO OGK-1. 



















214

atio of the total number of ordinary shares in OAO OGK-1 placed at the disposal of OAO OGK- 















Russia, shall be appointed as the person holding the right to sign the agreement for takeover 

of JSC OGK-1 Holding by OAO OGK-1 approved by this resolution on behalf of JSC OGK-1 

Holding. 

For issue 35: 





approved. 














ratios). 







twenty-seven ten-thousandths) rubles; 



twenty-seven ten-thousandths) rubles. 




215

































Holding. 

For issue 36: 





approved. 













216


ratios). 






ordinary share in OAO OGK-3, each with a par value of one (1) ruble; 


ordinary share in OAO OGK-3, each with a par value of one (1) ruble. 




































Holding. 

For issue 37: 




217


approved. 














ratios). 






ordinary share in OAO OGK-4, each with a par value of 0.40 (forty one-hundredths) rubles; 


ordinary share in OAO OGK-4, each with a par value of 0.40 (forty one-hundredths) rubles. 




























218









Holding. 

For issue 38: 





approved. 














ratios). 






ordinary share in OAO OGK-6, each with a par value of 0.48 (forty-eight one-hundredths) rubles; 

1,8708889248791900 preference shares in JSC OGK-6 Holding shall be converted into 1 

ordinary share in OAO OGK-6, each with a par value of 0.48 (forty-eight one-hundredths) rubles. 














219























Holding. 

For issue 39: 





approved. 














ratios). 









220




































Holding. 

For issue 40: 





approved. 










221





ratios). 












































Holding. 

For issue 41: 

222

1. JSC Mosenergo Holding to be established through the reorganization of RAO UES of Russia 

shall be reorganized through its takeover by OAO Mosenergo (OGRN: 1027700302420) as 

provided for by this resolution and the agreement for takeover of JSC Mosenergo Holding by 

OAO Mosenergo. 

2. The agreement for takeover of JSC Mosenergo Holding by OAO Mosenergo (Appendix 38) 



provisions on the appointment of JSC Mosenergo Holding as the legal successor to RAO UES of 

Russia will be a deed of delivery for JSC Mosenergo Holding under which the rights and duties of 

RAO UES of Russia transfer to OAO Mosenergo. 


4. The following procedure and conditions for the conversion of shares in JSC Mosenergo 

Holding into the shares in OAO Mosenergo shall be defined: 

4.1. All shares in JSC Mosenergo Holding shall be converted into the shares in OAO Mosenergo 

placed at the disposal of OAO Mosenergo as a result of a takeover of JSC Mosenergo Holding, 

into the shares acquired and/or repurchased by OAO Mosenergo and/or into the additional shares 

in OAO Mosenergo (if the shares in OAO Mosenergo placed at the disposal of OAO Mosenergo 

as a result of a takeover of JSC Mosenergo Holding, as well as the shares acquired and/or 

repurchased by OAO Mosenergo are not enough to convert all shares in JSC Mosenergo Holding 

in accordance with the approved conversion ratios). 

4.2. In case of issue of additional ordinary shares in OAO Mosenergo they shall provide to the 

shareholders the same rights as the outstanding ordinary shares in OAO Mosenergo in accordance 

with the Articles of Association of OAO Mosenergo and the laws of the Russian Federation. 


2.9763321903943500 ordinary shares in JSC Mosenergo Holding shall be converted into 

1 ordinary share in OAO Mosenergo, each with a par value of one (1) ruble; 

3.2499805529529900 preference shares in JSC Mosenergo Holding shall be converted 

into 1 ordinary share in OAO Mosenergo, each with a par value of one (1) ruble. 

4.4. The number of ordinary shares in OAO Mosenergo receivable by each shareholder of JSC 

Mosenergo Holding shall be calculated by dividing the number of a certain category of shares in 

JSC Mosenergo Holding owned by such shareholder by the applicable conversion ratio. 

If in the calculation of shares in OAO Mosenergo receivable by any shareholder of JSC 

Mosenergo Holding the calculated number of shares to be held by such shareholder of JSC 

Mosenergo Holding is a fraction, the fractional part of the quantity of shares shall be rounded off 

in accordance with the following rule: 






shall receive one share in OAO Mosenergo. 

In case of issue of additional ordinary shares in OAO Mosenergo the number of ordinary 

shares in OAO Mosenergo from among the shares placed at the disposal of and/or repurchased 

and/or acquired by OAO Mosenergo receivable by any shareholder of JSC Mosenergo Holding 


Mosenergo receivable by such shareholder in accordance with sub-paragraph one of this 

paragraph (after round-off) by the ratio of the total number of ordinary shares in OAO Mosenergo 

placed at the disposal of OAO Mosenergo during a takeover of JSC Mosenergo Holding and/or 

repurchased and/or acquired by OAO Mosenergo to the total number of ordinary shares in OAO 

Mosenergo necessary to convert into them all ordinary and preference shares in JSC Mosenergo 

Holding. The number of ordinary shares in OAO Mosenergo from among the additional shares 

receivable by any shareholder of JSC Mosenergo Holding shall be determined as the difference 

223

etween the number of ordinary shares in OAO Mosenergo receivable by such shareholder in 


in OAO Mosenergo from among the shares placed at the disposal of and/or repurchased and/or 

acquired by OAO Mosenergo receivable by such shareholder. 

4.5. The shares in JSC Mosenergo Holding shall be recognized as converted into ordinary shares 

in OAO Mosenergo on the day on which an entry is made into the Unified State Register of Legal 

Entities about the termination of operation of JSC Mosenergo Holding based on data from the 

JSC Mosenergo Holding Shareholder Register on the above-mentioned date. 

4.6. The shares in JSC Mosenergo Holding to be converted shall be canceled upon conversion. 



JSC Mosenergo Holding by OAO Mosenergo approved by this resolution on behalf of JSC 

Mosenergo Holding. 

For issue 42: 





approved. 














ratios). 


















224



























Holding. 

For issue 43: 





be approved. 


the provisions on the appointment of JSC TGK-6 Holding as the legal successor to RAO 

UES of Russia will be a deed of delivery for JSC TGK-6 Holding under which the rights 

and duties of RAO UES of Russia transfer to OAO TGK-6. 










ratios). 





225








































Holding. 

For issue 44: 

1. JSC Voljskaya TGK Holding to be established through the reorganization of RAO UES of 

Russia shall be reorganized through its takeover by OAO Volzhskaya TGK (OGRN: 


Voljskaya TGK Holding by OAO Volzhskaya TGK. 

2. The agreement for takeover of JSC Voljskaya TGK Holding by OAO Volzhskaya TGK 



provisions on the appointment of JSC Voljskaya TGK Holding as the legal successor to RAO 

UES of Russia will be a deed of delivery for JSC Voljskaya TGK Holding under which the 

rights and duties of RAO UES of Russia transfer to OAO Volzhskaya TGK. 

226


4. The following procedure and conditions for the conversion of shares in JSC Voljskaya TGK 

Holding into the shares in OAO Volzhskaya TGK shall be defined: 

4.1. All shares in JSC Voljskaya TGK Holding shall be converted into the shares in OAO 

Volzhskaya TGK placed at the disposal of OAO Volzhskaya TGK as a result of a takeover of JSC 

Voljskaya TGK Holding, into the shares acquired and/or repurchased by OAO Volzhskaya TGK 

and/or into the additional shares in OAO Volzhskaya TGK (if the shares in OAO Volzhskaya 

TGK placed at the disposal of OAO Volzhskaya TGK as a result of a takeover of JSC Voljskaya 

TGK Holding, as well as the shares acquired and/or repurchased by OAO Volzhskaya TGK are 

not enough to convert all shares in JSC Voljskaya TGK Holding in accordance with the approved 


4.2. In case of issue of additional ordinary shares in OAO Volzhskaya TGK they shall provide to 

the shareholders the same rights as the outstanding ordinary shares in OAO Volzhskaya TGK in 

accordance with the Articles of Association of OAO Volzhskaya TGK and the laws of the 

Russian Federation. 


2.9903697466398600 ordinary shares in JSC Voljskaya TGK Holding shall be converted 

into 1 ordinary share in OAO Volzhskaya TGK, each with a par value of one (1) ruble; 

3.2653087427821100 preference shares in JSC Voljskaya TGK Holding shall be 

converted into 1 ordinary share in OAO Volzhskaya TGK, each with a par value of one (1) ruble. 

4.4. The number of ordinary shares in OAO Volzhskaya TGK receivable by each shareholder of 

JSC Voljskaya TGK Holding shall be calculated by dividing the number of a certain category of 

shares in JSC Voljskaya TGK Holding owned by such shareholder by the applicable conversion 

ratio. 

If in the calculation of shares in OAO Volzhskaya TGK receivable by any shareholder of JSC 

Voljskaya TGK Holding the calculated number of shares to be held by such shareholder of JSC 

Voljskaya TGK Holding is a fraction, the fractional part of the quantity of shares shall be rounded 







shall receive one share in OAO Volzhskaya TGK. 

In case of issue of additional ordinary shares in OAO Volzhskaya TGK the number of 

ordinary shares in OAO Volzhskaya TGK from among the shares placed at the disposal of and/or 

repurchased and/or acquired by OAO Volzhskaya TGK receivable by any shareholder of JSC 

Voljskaya TGK Holding shall be a part of the integer determined by multiplying the number of 

ordinary shares in OAO Volzhskaya TGK receivable by such shareholder in accordance with subparagraph 


shares in OAO Volzhskaya TGK placed at the disposal of OAO Volzhskaya TGK during a 

takeover of JSC Voljskaya TGK Holding and/or repurchased and/or acquired by OAO 

Volzhskaya TGK to the total number of ordinary shares in OAO Volzhskaya TGK necessary to 

convert into them all ordinary and preference shares in JSC Voljskaya TGK Holding. The number 

of ordinary shares in OAO Volzhskaya TGK from among the additional shares receivable by any 

shareholder of JSC Voljskaya TGK Holding shall be determined as the difference between the 

number of ordinary shares in OAO Volzhskaya TGK receivable by such shareholder in 


in OAO Volzhskaya TGK from among the shares placed at the disposal of and/or repurchased 

and/or acquired by OAO Volzhskaya TGK receivable by such shareholder. 

4.5. The shares in JSC Voljskaya TGK Holding shall be recognized as converted into ordinary 

shares in OAO Volzhskaya TGK on the day on which an entry is made into the Unified State 

227

Register of Legal Entities about the termination of operation of JSC Voljskaya TGK Holding 

based on data from the JSC Voljskaya TGK Holding Shareholder Register on the abovementioned 

date. 

4.6. The shares in JSC Voljskaya TGK Holding to be converted shall be canceled upon 

conversion. 



JSC Voljskaya TGK Holding by OAO Volzhskaya TGK approved by this resolution on behalf of 

JSC Voljskaya TGK Holding. 

For issue 45: 

1. JSC UGK TGK-8 Holding to be established through the reorganization of RAO UES of Russia 

shall be reorganized through its takeover by OAO YUGK TGK-8 (OGRN: 1053000012790) as 

provided for by this resolution and the agreement for takeover of JSC UGK TGK-8 Holding by 

OAO YUGK TGK-8. 

2. The agreement for takeover of JSC UGK TGK-8 Holding by OAO YUGK TGK-8 



the provisions on the appointment of JSC UGK TGK-8 Holding as the legal successor to 

RAO UES of Russia will be a deed of delivery for JSC UGK TGK-8 Holding under which 

the rights and duties of RAO UES of Russia transfer to OAO YUGK TGK-8. 


4. The following procedure and conditions for the conversion of shares in JSC UGK TGK-8 

Holding into the shares in OAO YUGK TGK-8 shall be defined: 

4.1. All shares in JSC UGK TGK-8 Holding shall be converted into the shares in OAO YUGK 

TGK-8 placed at the disposal of OAO YUGK TGK-8 as a result of a takeover of JSC UGK TGK- 

8 Holding, into the shares acquired and/or repurchased by OAO YUGK TGK-8 and/or into the 

additional shares in OAO YUGK TGK-8 (if the shares in OAO YUGK TGK-8 placed at the 

disposal of OAO YUGK TGK-8 as a result of a takeover of JSC UGK TGK-8 Holding, as well as 

the shares acquired and/or repurchased by OAO YUGK TGK-8 are not enough to convert all 

shares in JSC UGK TGK-8 Holding in accordance with the approved conversion ratios). 

4.2. In case of issue of additional ordinary shares in OAO YUGK TGK-8 they shall provide to the 

shareholders the same rights as the outstanding ordinary shares in OAO YUGK TGK-8 in 

accordance with the Articles of Association of OAO YUGK TGK-8 and the laws of the Russian 

Federation. 


0.0579291131548263 ordinary shares in JSC UGK TGK-8 Holding shall be converted 


rubles; 

0.0632552010862921 preference shares in JSC UGK TGK-8 Holding shall be converted 


rubles. 

4.4. The number of ordinary shares in OAO YUGK TGK-8 receivable by each shareholder of 

JSC UGK TGK-8 Holding shall be calculated by dividing the number of a certain category of 

shares in JSC UGK TGK-8 Holding owned by such shareholder by the applicable conversion 

ratio. 

If in the calculation of shares in OAO YUGK TGK-8 receivable by any shareholder of JSC 

UGK TGK-8 Holding the calculated number of shares to be held by such shareholder of JSC 

UGK TGK-8 Holding is a fraction, the fractional part of the quantity of shares shall be rounded 




228




shall receive one share in OAO YUGK TGK-8. 

In case of issue of additional ordinary shares in OAO YUGK TGK-8 the number of ordinary 

shares in OAO YUGK TGK-8 from among the shares placed at the disposal of and/or 

repurchased and/or acquired by OAO YUGK TGK-8 receivable by any shareholder of JSC UGK 

TGK-8 Holding shall be a part of the integer determined by multiplying the number of ordinary 

shares in OAO YUGK TGK-8 receivable by such shareholder in accordance with sub-paragraph 

one of this paragraph (after round-off) by the ratio of the total number of ordinary shares in OAO 

YUGK TGK-8 placed at the disposal of OAO YUGK TGK-8 during a takeover of JSC UGK 

TGK-8 Holding and/or repurchased and/or acquired by OAO YUGK TGK-8 to the total number 

of ordinary shares in OAO YUGK TGK-8 necessary to convert into them all ordinary and 

preference shares in JSC UGK TGK-8 Holding. The number of ordinary shares in OAO YUGK 

TGK-8 from among the additional shares receivable by any shareholder of JSC UGK TGK-8 

Holding shall be determined as the difference between the number of ordinary shares in OAO 

YUGK TGK-8 receivable by such shareholder in accordance with sub-paragraph one of this 

paragraph (after round-off) and the number of shares in OAO YUGK TGK-8 from among the 

shares placed at the disposal of and/or repurchased and/or acquired by OAO YUGK TGK-8 

receivable by such shareholder. 

4.5. The shares in JSC UGK TGK-8 Holding shall be recognized as converted into ordinary 

shares in OAO YUGK TGK-8 on the day on which an entry is made into the Unified State 

Register of Legal Entities about the termination of operation of JSC UGK TGK-8 Holding based 

on data from the JSC UGK TGK-8 Holding Shareholder Register on the above-mentioned date. 

4.6. The shares in JSC UGK TGK-8 Holding to be converted shall be canceled upon conversion. 



JSC UGK TGK-8 Holding by OAO YUGK TGK-8 approved by this resolution on behalf of JSC 

UGK TGK-8 Holding. 

For issue 46: 





be approved. 














ratios). 

229






ordinary share in OAO TGK-9, each with a par value of 0.003 (three one-thousandths) rubles; 


ordinary share in OAO TGK-9, each with a par value of 0.003 (three one-thousandths) rubles. 




































Holding. 

For issue 47: 





be approved. 

230



Russia will be a deed of delivery for JSC TGK-10 Holding under which the rights and duties 

of RAO UES of Russia transfer to OAO TGK-10. 
















ordinary share in OAO TGK-10, each with a par value of 1.66 (one and sixty-six one-hundredths) 

rubles; 

123.2262609678840000 preference shares in JSC TGK-10 Holding shall be converted 

into 1 ordinary share in OAO TGK-10, each with a par value of 1.66 (one and sixty-six onehundredths) 

rubles. 

If prior to the date of placement of shares in JSC TGK-10 Holding, the shares in OAO TGK- 

10 are split through an increase in the par value of one ordinary share in OAO TGK-10 from 1.66 

(one and sixty-six one-hundredths) rubles to 0.01 (one one-hundredths) rubles, conversion ratios 

shall be as follows: 

0,6798229490978070 ordinary shares in JSC TGK-10 Holding shall be converted into 1 


0,7423268716944830 preference shares in JSC TGK-10 Holding shall be converted into 1 






















231








shareholder. 




Holding. 

For issue 48: 




2. The agreement for takeover of JSC TGK-11 Holding by OAO TGK-11 (Appendix 45) 



































232

















shareholder. 









Holding. 

For issue 49: 

1. JSC Kuzbassenergo Holding to be established through the reorganization of RAO UES of 

Russia shall be reorganized through its takeover by OAO Kuzbassenergo (OGRN: 


Kuzbassenergo Holding by OAO Kuzbassenergo. 

2. The agreement for takeover of JSC Kuzbassenergo Holding by OAO Kuzbassenergo 



the provisions on the appointment of JSC Kuzbassenergo Holding as the legal successor to 

RAO UES of Russia will be a deed of delivery for JSC Kuzbassenergo Holding under 

which the rights and duties of RAO UES of Russia transfer to OAO Kuzbassenergo. 


4. The following procedure and conditions for the conversion of shares in JSC 

Kuzbassenergo Holding into the shares in OAO Kuzbassenergo shall be defined: 

4.1. All shares in JSC Kuzbassenergo Holding shall be converted into the shares in OAO 

Kuzbassenergo placed at the disposal of OAO Kuzbassenergo as a result of a takeover of JSC 

Kuzbassenergo Holding, into the shares acquired and/or repurchased by OAO Kuzbassenergo 

and/or into the additional shares in OAO Kuzbassenergo (if the shares in OAO Kuzbassenergo 

placed at the disposal of OAO Kuzbassenergo as a result of a takeover of JSC Kuzbassenergo 

Holding, as well as the shares acquired and/or repurchased by OAO Kuzbassenergo are not 

enough to convert all shares in JSC Kuzbassenergo Holding in accordance with the approved 


4.2. In case of issue of additional ordinary shares in OAO Kuzbassenergo they shall provide to 

the shareholders the same rights as the outstanding ordinary shares in OAO Kuzbassenergo in 

233

accordance with the Articles of Association of OAO Kuzbassenergo and the laws of the Russian 

Federation. 


143.0401832908600000 ordinary shares in JSC Kuzbassenergo Holding shall be 

converted into 1 ordinary share in OAO Kuzbassenergo, each with a par value of one (1.00) 

ruble; 

156.1915082887740000 preference shares in JSC Kuzbassenergo Holding shall be 

converted into 1 ordinary share in OAO Kuzbassenergo, each with a par value of one (1.00) ruble. 

If prior to the date of placement of shares in JSC Kuzbassenergo Holding, the shares in OAO 

Kuzbassenergo are split through an increase in the par value of one ordinary share in OAO 

Kuzbassenergo from one (1.00) ruble to 0.01 (one one-hundredths) rubles, conversion ratios shall 

be as follows: 

1.4304018329086000 ordinary shares in JSC Kuzbassenergo Holding shall be converted 


rubles; 

1.5619150828877400 preference shares in JSC Kuzbassenergo Holding shall be converted 


rubles. 

4.4. The number of ordinary shares in OAO Kuzbassenergo receivable by each shareholder of 

JSC Kuzbassenergo Holding shall be calculated by dividing the number of a certain category of 

shares in JSC Kuzbassenergo Holding owned by such shareholder by the applicable conversion 

ratio. 

If in the calculation of shares in OAO Kuzbassenergo receivable by any shareholder of JSC 

Kuzbassenergo Holding the calculated number of shares to be held by such shareholder of JSC 

Kuzbassenergo Holding is a fraction, the fractional part of the quantity of shares shall be rounded 







shall receive one share in OAO Kuzbassenergo. 

In case of issue of additional ordinary shares in OAO Kuzbassenergo the number of ordinary 

shares in OAO Kuzbassenergo from among the shares placed at the disposal of and/or 

repurchased and/or acquired by OAO Kuzbassenergo receivable by any shareholder of JSC 

Kuzbassenergo Holding shall be a part of the integer determined by multiplying the number of 

ordinary shares in OAO Kuzbassenergo receivable by such shareholder in accordance with subparagraph 


shares in OAO Kuzbassenergo placed at the disposal of OAO Kuzbassenergo during a takeover 

of JSC Kuzbassenergo Holding and/or repurchased and/or acquired by OAO Kuzbassenergo to 

the total number of ordinary shares in OAO Kuzbassenergo necessary to convert into them all 

ordinary and preference shares in JSC Kuzbassenergo Holding. The number of ordinary shares in 

OAO Kuzbassenergo from among the additional shares receivable by any shareholder of JSC 

Kuzbassenergo Holding shall be determined as the difference between the number of ordinary 

shares in OAO Kuzbassenergo receivable by such shareholder in accordance with sub-paragraph 

one of this paragraph (after round-off) and the number of shares in OAO Kuzbassenergo from 

among the shares placed at the disposal of and/or repurchased and/or acquired by OAO 

Kuzbassenergo receivable by such shareholder. 

4.5. The shares in JSC Kuzbassenergo Holding shall be recognized as converted into ordinary 

shares in OAO Kuzbassenergo on the day on which an entry is made into the Unified State 

Register of Legal Entities about the termination of operation of JSC Kuzbassenergo Holding 

234

ased on data from the JSC Kuzbassenergo Holding Shareholder Register on the abovementioned 

date. 

4.6. The shares in JSC Kuzbassenergo Holding to be converted shall be canceled upon 

conversion. 



JSC Kuzbassenergo Holding by OAO Kuzbassenergo approved by this resolution on behalf of 

JSC Kuzbassenergo Holding. 

For issue 50: 

1. JSC Enisei TGK Holding to be established through the reorganization of RAO UES of Russia 

shall be reorganized through its takeover by OAO Yeniseiskaya TGK (TGK-13) (OGRN: 

1051901068020) as provided for by this resolution and the agreement for takeover of JSC Enisei 

TGK Holding by OAO Yeniseiskaya TGK (TGK-13). 

2. The agreement for takeover of JSC Enisei TGK Holding by OAO Yeniseiskaya TGK 

(TGK-13) (Appendix 47) shall be approved. 


the provisions on the appointment of JSC Enisei TGK Holding as the legal successor to 

RAO UES of Russia will be a deed of delivery for JSC Enisei TGK Holding under which 

the rights and duties of RAO UES of Russia transfer to OAO Yeniseiskaya TGK (TGK- 

13). 


4. The following procedure and conditions for the conversion of shares in JSC Enisei TGK 

Holding into the shares in OAO Yeniseiskaya TGK (TGK-13) shall be defined: 

4.1. All shares in JSC Enisei TGK Holding shall be converted into the shares in OAO 

Yeniseiskaya TGK (TGK-13) received by OAO Yeniseiskaya TGK (TGK-13) as a result of a 

takeover of JSC Enisei TGK Holding, into the shares acquired and/or repurchased by OAO 

Yeniseiskaya TGK (TGK-13) and/or into the additional shares in OAO Yeniseiskaya TGK 

(TGK-13) (if the shares in OAO Yeniseiskaya TGK (TGK-13) placed at the disposal of OAO 

Yeniseiskaya TGK (TGK-13) as a result of a takeover of JSC Enisei TGK Holding, as well as the 

shares acquired and/or repurchased by OAO Yeniseiskaya TGK (TGK-13) are not enough to 

convert all shares in JSC Enisei TGK Holding in accordance with the approved conversion 

ratios). 

4.2. In case of issue of additional ordinary shares in OAO Yeniseiskaya TGK (TGK-13) they 

shall provide to the shareholders the same rights as the outstanding ordinary shares in OAO 

Yeniseiskaya TGK (TGK-13) in accordance with the Articles of Association of OAO 

Yeniseiskaya TGK (TGK-13) and the laws of the Russian Federation. 


13138.9421196598000000 ordinary shares in JSC Enisei TGK Holding shall be converted 

into 1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 226.42 

(two-hundred and twenty-six and forty-two one-hundredths) rubles; 

14346.9557978378000000 preference shares in JSC Enisei TGK Holding shall be 

converted into 1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 

226.42 (two-hundred and twenty-six and forty-two one-hundredths) rubles. 

If prior to the date of placement of shares in JSC Enisei TGK Holding the shares are split 

OAO Yeniseiskaya TGK (TGK-13) through an increase in the par value of one ordinary share in 

OAO Yeniseiskaya TGK (TGK-13) from 226.42 (two-hundred and twenty-six and forty-two onehundredths) 

to 0.01 (one one-hundredths) rubles, conversion ratios shall be as follows: 

0.5802907039863900 ordinary shares in JSC Enisei TGK Holding shall be converted into 

1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 0.01 (one onehundredths) 

rubles; 

235

0.6336434854623160 preference shares in JSC Enisei TGK Holding shall be converted 

into 1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 0.01 (one 

one-hundredths) rubles. 

4.4. The number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) receivable by each 

shareholder of JSC Enisei TGK (TGK-13) Holding shall be calculated by dividing the number of 

a certain category of shares in JSC Enisei TGK (TGK-13) Holding owned by such shareholder by 

the applicable conversion ratio. 

If in the calculation of shares in OAO Yeniseiskaya TGK (TGK-13) receivable by any 

shareholder of JSC Enisei TGK (TGK-13) Holding the calculated number of shares to be held by 

such shareholder of JSC Enisei TGK (TGK-13) Holding is a fraction, the fractional part of the 

quantity of shares shall be rounded off in accordance with the following rule: 






shall receive one share in OAO Yeniseiskaya TGK (TGK-13). 

In case of issue of additional ordinary shares in OAO Yeniseiskaya TGK (TGK-13) the 

number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) from among the shares placed 

at the disposal of and/or repurchased and/or acquired by OAO Yeniseiskaya TGK (TGK-13) 

receivable by any shareholder of JSC Enisei TGK (TGK-13) Holding shall be a part of the integer 

determined by multiplying the number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) 


round-off) by the ratio of the total number of ordinary shares in OAO Yeniseiskaya TGK (TGK- 

13) placed at the disposal of OAO Yeniseiskaya TGK (TGK-13) during a takeover of JSC Enisei 

TGK (TGK-13) Holding and/or repurchased and/or acquired by OAO Yeniseiskaya TGK (TGK- 

13) to the total number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) necessary to 

convert into them all ordinary and preference shares in JSC Enisei TGK (TGK-13) Holding. The 

number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) from among the additional 

shares receivable by any shareholder of JSC Enisei TGK (TGK-13) Holding shall be determined 

as the difference between the number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) 


round-off) and the number of shares in OAO Yeniseiskaya TGK (TGK-13) from among the 

shares placed at the disposal of and/or repurchased and/or acquired by OAO Yeniseiskaya TGK 

(TGK-13) receivable by such shareholder. 

4.5. The shares in JSC Enisei TGK Holding shall be recognized as converted into ordinary shares 

in OAO Yeniseiskaya TGK (TGK-13) on the day on which an entry is made into the Unified 

State Register of Legal Entities about the termination of operation of JSC Enisei TGK Holding 

based on data from the JSC Enisei TGK Holding Shareholder Register on the above-mentioned 

date. 

4.6. The shares in JSC Enisei TGK Holding to be converted shall be canceled upon conversion. 



JSC Enisei TGK Holding by OAO Yeniseiskaya TGK (TGK-13) approved by this resolution on 

behalf of JSC Enisei TGK Holding. 

For issue 51: 




2. The agreement for takeover of JSC TGK-14 Holding by OAO TGK-14 (Appendix 48) 


236




















ordinary share in OAO TGK-14, each with a par value of 0.001 (one one-thousandths) rubles; 


ordinary share in OAO TGK-14, each with a par value of 0.001 (one one-thousandths) rubles. 




























shareholder. 



237







Holding. 

For issue 52: 

1. JSC Inter RAO UES Holding to be established through the reorganization of RAO UES of 

Russia shall be reorganized through its takeover by OAO Sochinskaya TPP (OGRN: 

1022302933630) as provided for by this resolution and the agreement for takeover of. 

2. The agreement for takeover of JSC Inter RAO UES Holding, RAO UES 

INTERNATIONAL, OAO Severo-Zapadnaya CHPP, OAO Kaliningradskaya CHPP-2, 

OAO Ivanovskie CCGTs by OAO Sochinskaya TPP (Appendix 49) shall be approved. 


the provisions on the appointment of JSC Inter RAO UES Holding as the legal successor 

to RAO UES of Russia will be a deed of delivery for JSC Inter RAO UES Holding under 

which the rights and duties of RAO UES of Russia transfer to OAO Sochinskaya TPP. 


4. The following procedure and conditions for the conversion of shares in JSC Inter RAO 

UES Holding into the shares in OAO Sochinskaya TPP shall be defined: 

4.1. All shares in JSC Inter RAO UES Holding shall be converted into the shares in OAO 

Sochinskaya TPP placed at the disposal of OAO Sochinskaya TPP as a result of a takeover of JSC 

Inter RAO UES Holding, as well as into the additional shares in OAO Sochinskaya TPP. 

4.2. Additional ordinary shares in OAO Sochinskaya TPP shall provide to the shareholders the 

same rights as the outstanding ordinary shares in OAO Sochinskaya TPP in accordance with the 

Articles of Association of OAO Sochinskaya TPP and the laws of the Russian Federation. 


238.8667268847130000 ordinary shares in JSC Inter RAO UES Holding shall be 


(1,000) rubles; 



(1,000) rubles. 

If prior to the date of placement of shares in JSC Inter RAO UES Holding, the shares in OAO 

Sochinskaya TPP are split through an increase in the par value of one ordinary share in OAO 

Sochinskaya TPP from one thousand (1,000) rubles to ten (10) kopecks, conversion ratios shall be 

as follows: 

0.0238866726884713 ordinary shares in JSC Inter RAO UES Holding shall be converted 

into 1 ordinary share in OAO Sochinskaya TPP, each with a par value of ten (10) kopecks; 


converted into 1 ordinary share in OAO Sochinskaya TPP, each with a par value of ten (10) 

kopecks. 

4.4. The number of ordinary shares in OAO Sochinskaya TPP receivable by each shareholder of 

JSC Inter RAO UES Holding shall be calculated by dividing the number of a certain category of 

shares in JSC Inter RAO UES Holding owned by such shareholder by the applicable conversion 

ratio. 

If in the calculation of shares in OAO Sochinskaya TPP receivable by any shareholder of JSC 

Inter RAO UES Holding the calculated number of shares to be held by such shareholder of JSC 

Inter RAO UES Holding is a fraction, the fractional part of the quantity of shares shall be rounded 


238






shall receive one share in OAO Sochinskaya TPP. 

The number of ordinary shares in OAO Sochinskaya TPP from among the shares placed at the 

disposal of OAO Sochinskaya TPP receivable by any shareholder of JSC Inter RAO UES 

Holding shall be a part of the integer determined by multiplying the number of ordinary shares in 

OAO Sochinskaya TPP receivable by such shareholder in accordance with sub-paragraph one of 

this paragraph (after round-off) by the ratio of the total number of ordinary shares in OAO 

Sochinskaya TPP placed at the disposal of OAO Sochinskaya TPP during a takeover of JSC Inter 

RAO UES Holding to the total number of ordinary shares in OAO Sochinskaya TPP necessary to 

convert into them all ordinary and preference shares in JSC Inter RAO UES Holding. 

The number of ordinary shares in OAO Sochinskaya TPP from among the additional shares 

receivable by any shareholder of JSC Inter RAO UES Holding shall be determined as the 

difference between the number of ordinary shares in OAO Sochinskaya TPP receivable by such 

shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and the 

number of shares in OAO Sochinskaya TPP from among the shares placed at the disposal of 

OAO Sochinskaya TPP receivable by such shareholder. 

The shares in OAO Sochinskaya TPP placed at the disposal of OAO Sochinskaya TPP 

remaining after conversion shall be canceled. 

4.5. The shares in JSC Inter RAO UES Holding shall be recognized as converted into ordinary 

shares in OAO Sochinskaya TPP on the day on which an entry is made into the Unified State 

Register of Legal Entities about the termination of operation of JSC Inter RAO UES Holding 

based on data from the JSC Inter RAO UES Holding Shareholder Register on the abovementioned 

date. 

4.6. The shares in JSC Inter RAO UES Holding to be converted shall be canceled upon 

conversion. 



JSC Inter RAO UES Holding by OAO Sochinskaya TPP approved by this resolution on behalf of 

JSC Inter RAO UES Holding. 

For issue 53: 

1. RAO UES of Russia shall be reorganized through its takeover by OAO FGC UES (OGRN: 


resolution. 

2. Not later than November 25, 2007 RAO UES of Russia shall notify its creditors of the 

adoption of a resolution on reorganization through a takeover by sending notifications by 



3. The creditors of RAO UES of Russia within thirty (30) days of the date on which the notice 

of the adopted resolution is published or within (30) days of the date on which notifications 

are sent thereto shall be entitled to claim in writing the termination or early performance of 

the respective obligations of RAO UES of Russia and reimbursement for their losses. Based 

on the claims received from creditors RAO UES of Russia shall prepare a register of satisfied 

and satisfiable creditors’ claims. 

4. In accordance with paragraph 1 of article 75 of the Federal Law "On Joint-Stock 

Companies" the shareholders of RAO UES of Russia that vote against, while voting on 

the issue on the agenda of the Extraordinary General Meeting of RAO UES of Russia, or 

do not participate in voting on the above-mentioned issue shall be entitled to demand that 

239

RAO UES of Russia repurchase, in whole or in part, the shares owned by them in 

accordance with the procedure established in conformity with the requirements of laws of 

the Russian Federation by the Board of Directors of RAO UES of Russia in the notice of 

the upcoming Extraordinary General Meeting of RAO UES of Russia. The list of persons 

that vote against, while voting on this issue on the agenda of the Extraordinary General 

Meeting of RAO UES of Russia, or do not participate in voting on the above-mentioned 

issue shall be prepared by the registrar of RAO UES of Russia based on data from the list 

of persons entitled to participate in the General Meeting of Shareholders of RAO UES of 

Russia. 

5. Shares shall be repurchased at a price determined by the Board of Directors of RAO UES 

of Russia in accordance with paragraph 3 of article 75 of the Federal Law "On Joint-Stock 

Companies". 

6. The report on the results of submission of demands by the shareholders for the repurchase 

of shares owned by them shall be approved by the Board of Directors of RAO UES of Russia not 































8. The deed of delivery of RAO UES of Russia to be reorganized through its takeover by 

OAO FGC UES (Appendix B) shall be approved. 

9. The following procedure and conditions for the conversion of shares in RAO UES of 

Russia into the shares in OAO FGC UES shall be defined: 

9.1. All shares in RAO UES of Russia shall be converted into the additional ordinary 


9.2. If RAO UES of Russia is taken over by OAO FGC UES along with JSC 

Gosudarstvennii Holding, all shares in RAO UES of Russia shall be converted into the additional 

240

ordinary shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a 

takeover of JSC Gosudarstvennii Holding and RAO UES of Russia. 


of Russia as a result of conversion the calculated number of shares to be held by such shareholder 

of RAO UES of Russia is a fraction, the fractional part of the quantity of shares shall be rounded 






- if as a result of round-off no additionally issued shares are receivable by any 

shareholder, such shareholder shall receive one share in OAO FGC UES from among 

those placed at the disposal of OAO FGC UES. 


takeover of RAO UES of Russia and JSC Gosudarstvennii Holding (and as a result of a takeover 

of any other target companies if such other companies are taken over together) which OAO FGC 

UES will still have at its disposal after the conversion of shares in RAO UES of Russia (and after 

the conversion of shares in any other target companies if such other companies are taken over 

together) shall be canceled. 

9.3. If RAO UES of Russia is not taken over by OAO FGC UES along with JSC Gosudarstvennii 

Holding, all shares in RAO UES of Russia shall be converted into the additional ordinary shares 

in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a takeover of RAO 

UES of Russia and into the additional ordinary shares in OAO FGC UES. 


of RAO UES of Russia shall be calculated by dividing the number of a certain category of shares 

in RAO UES of Russia owned by such shareholder by the applicable conversion ratio. 


of Russia the calculated number of shares to be held by such shareholder of RAO UES of Russia 







- if as a result of round-off no shares are receivable by any shareholder, such 

shareholder shall receive one share in OAO FGC UES. 


disposal of OAO FGC UES receivable by any shareholder of RAO UES of Russia shall be a part 

of the integer determined by multiplying the number of ordinary shares in OAO FGC UES 

receivable by such shareholder in accordance with sub-paragraph two of this paragraph (after 

round-off) by the ratio of the total number of ordinary shares in OAO FGC UES placed at the 

disposal of OAO FGC UES to the total number of ordinary shares in OAO FGC UES necessary 

to convert into them all ordinary and preference shares in RAO UES of Russia. 


receivable by any shareholder of RAO UES of Russia shall be determined as the difference 

between the number of ordinary shares in OAO FGC UES receivable by such shareholder in 

accordance with sub-paragraph two of this paragraph (after round-off) and the number of shares 

in OAO FGC UES from among the shares placed at the disposal of OAO FGC UES receivable by 

such shareholder. 

The shares in OAO FGC UES placed at the disposal of OAO FGC UES remaining after 

conversion shall be canceled. 

241

10. Share conversion ratios: 

0.4413044122847170 ordinary shares in RAO UES of Russia shall be converted into 1 

ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles; 

0.4818785895225160 A preference shares in RAO UES of Russia shall be converted into 

1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles. 

11. The shares in RAO UES of Russia shall be recognized as converted into ordinary shares in 

OAO FGC UES on the day on which an entry is made into the Unified State Register of 

Legal Entities about the termination of operation of RAO UES of Russia based on data 

from the RAO UES of Russia Shareholder Register on the above-mentioned date. 

12. The shares in RAO UES of Russia to be converted shall be canceled upon conversion. 

13. For the purposes of implementation of this resolution the completion of reorganization of 

RAO UES of Russia through its takeover by OAO FGC UES shall be allowed not earlier than the 

completion of reorganization of RAO UES of Russia through a spin-off of JSC Gosudarstvennii 

Holding, JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii Holding FGC UES, JSC 

Minoritarnii Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3 

Holding, JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding, 

JSC Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK 

Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11 

Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding, JSC TGK-14 Holding, JSC 

Inter RAO UES Holding, JSC Holding MRSK, JSC RAO Energy System of East, JSC 

Centerenergyholding, JSC Sibenergyholding, JSC Intergeneration 

Minutes preparation date: October 30, 2007. 

A. S. Voloshin, Chairman of the Meeting of Shareholders 

A. V. Gabov, Secretary of the Meeting of Shareholders 

242

MINUTES of the Extraordinary General Meeting of Shareholders

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