MINUTES of the Extraordinary General Meeting of Shareholders

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 reorganization of RAO UES of Russia through a spin-off specified
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
result of reorganization of RAO UES of Russia through a spin-off specified
in paragraph 3.3.4 shall 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 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
placed with the shareholders in accordance with paragraph 3.3.2.12 of this
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:
3.3.5.1. One (1) ordinary share in JSC Centerenergyholding shall be allocated for
4,522,879,000/(43,051,999,755 – P1) ordinary shares in RAO UES of Russia.
3.3.5.2. One (1) preference share in JSC Centerenergyholding shall be allocated for
100/(2,176,791,245 – 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 shareholders in accordance with paragraph 3.3.2.7 of this
resolution.
P2 – the number of preference shares in the spun-off company concerned to be
placed with the shareholders in accordance with paragraph 3.3.2.8 of this
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:
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