MINUTES of the Extraordinary General Meeting of Shareholders

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) ordinary shares in
RAO UES of Russia.
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) preference shares
in RAO UES of Russia.
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) ordinary shares
in RAO UES of Russia.
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) preference
shares in RAO UES of Russia.
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 result of
reorganization of RAO UES of Russia through a spin-off specified 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 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.
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