MINUTES of the Extraordinary General Meeting of Shareholders

voting on this issue, upon the conditions as specified in paragraphs 3.3.2.5 and
3.3.2.6 of this resolution;
3.3.9.2. 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 above-mentioned
issue, upon the following conditions:
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:
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 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.
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 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.
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 Russia through a spin-off, or Abstains, while voting
on the above-mentioned issue, upon the following conditions:
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)
ordinary shares in RAO UES of Russia.
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