MINUTES of the Extraordinary General Meeting of Shareholders

off, or Abstains, while voting on the above-mentioned issue, upon the
following conditions:
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 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
of this resolution.
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)
ordinary shares in RAO UES of Russia.
3.3.8.3.2. One (1) preference share in JSC Centerenergyholding to be established
through a spin-off shall be allocated for
(1,429,606,060+100+PS2+PS3)/(2,176,791,245 – PC2) preference shares
in RAO UES of Russia.
Where:
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