MINUTES of the Extraordinary General Meeting of Shareholders

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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. 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 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 (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 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. 159
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MINUTES of the Extraordinary Genera
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27. Election of the Board of Direct
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well as by means of their acquisiti
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- JSC RAO Energy System of East loc
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3.3.2.9. One (1) ordinary share in
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MADAKE ENTERPRISES COMPANY LIMITED
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off, or Abstains, while voting on t
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voting on this issue, upon the cond
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3.3.10.1. The shares in JSC Sibener
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3.3.1, 3.3.3 and 3.3.11 of this res
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Russia through a spin-off, or Absta
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PS1 - 100 preference shares in RAO
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Z2 - the number of preference share
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while voting on the issue of reorga
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P1 - the number of ordinary shares
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P2 - the number of preference share
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this resolution it does not reduce
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the number of shares in RAO UES of
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The Board of Directors of JSC OGK-1
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person performing the functions of
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3.31. Aleksander Ivanovich Kazakov,
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Department of the Corporate Center
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RAO UES of Russia 2 Nikolai Aleksey
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Department of the Corporate Center
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Corporate Governance and Shareholde
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3.60. It shall be specified that th
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11. OAO Moscow Central Depositary l
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3.80. The Articles of Association o
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No. Candidate’s Full Name and Pos
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11. 12. 13. 14. 15. Dmitry Aleksand
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Number of votes cast for each candi
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5. Yanina Anatolyevna Denisenko - H
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8. Vladimir Yevgenyevich Avetisyan
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Abstained (for all candidates): 28,
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11. Yury Vitalyevich Loginov - Chie
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4. Maxim Aleksandrovich Yeremeyev -
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12. Aleksei Romanovich Kachai - Dep
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Fifteen candidates receiving the la
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4 Dmitry Anatolyevich Tuzov - Advis
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10 Oleg Vladimirovich Yevseyenkov -
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general meeting for this issue on t
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9. Vladimir Yevgenyevich Avetisyan
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% of the total number of cumulative
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5 Grigory Mikhailovich Kharenko - S
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14 Madina Mukharbiyevna Suyunova -
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6. Sergey Olegovich Erdenko - Chief
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13. Maxim Nikolayevich Bunyakin - C
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13. Yan Aleksandrovich Zuyev - Chie
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13. Andrei Natanovich Rappoport - M
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14. Vyacheslav Mikhailovich Kravche
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17. Ilya Arturovich Yuzhanov - Memb
Page 107 and 108: 7. Yury Bronislavovich Yukhnevich -
Page 109 and 110: 14 Igor Alikovich Zenyukov - Deputy
Page 111 and 112: 29. Igor Nikolayevich Nekrasov - Ma
Page 113 and 114: 8. Dmitry Aleksandrovich Burnashev
Page 115 and 116: 0.2931464676179060 ordinary shares
Page 117 and 118: Additional ordinary shares in OAO H
Page 119 and 120: - if the period is followed by any
Page 121 and 122: 4.3. If JSC Minoritarnii Holding Gi
Page 123 and 124: a fraction, the fractional part of
Page 125 and 126: Entities about the termination of o
Page 127 and 128: Russia will be a deed of delivery f
Page 131 and 132: JSC TGK-1 Holding by OAO TGK-1 appr
Page 133 and 134: 4. The following procedure and cond
Page 137 and 138: entitled to participate in the gene
Page 139 and 140: of Russia will be a deed of deliver
Page 141 and 142: 4.4. The number of ordinary shares
Page 143 and 144: ound-off) by the ratio of the total
Page 145 and 146: 1. JSC Kuzbassenergo Holding to be
Page 147 and 148: Russia will be a deed of delivery f
Page 149 and 150: shares acquired and/or repurchased
Page 151 and 152: Inter RAO UES Holding is a fraction
Page 153 and 154: Company, OAO Kurgan Transmission Co
Page 155 and 156: Holding GidroOGK, JSC OGK-1 Holding
Page 157: RAO Energy System of East, JSC Cent
Page 161 and 162: 3.3.8.2.1. One (1) ordinary share i
Page 163 and 164: Russia through a spin-off, or Absta
Page 165 and 166: NORILSK NICKEL owns less than 1,016
Page 167 and 168: OS3 - 416,590,290 ordinary shares i
Page 169 and 170: OS2 - 1,016,370,000 ordinary shares
Page 171 and 172: Where: OS1 - 4,522,879,000 ordinary
Page 173 and 174: PS2 - 500,000,000 preference shares
Page 175 and 176: RAO UES of Russia through a spin-of
Page 177 and 178: 3.3.24. The shares in JSC Sibenergy
Page 179 and 180: Z2 - the number of preference share
Page 181 and 182: Minoritarnii Holding FGC UES, shall
Page 183 and 184: 3.23. Oleg Vladimirovich Yevseyenko
Page 185 and 186: The Board of Directors of JSC Inter
Page 187 and 188: of RAO UES of Russia 4 Lyudmila Rom
Page 189 and 190: 3.49. It shall be specified that th
Page 191 and 192: 2 Nikolai Alekseyevich Grishaev, He
Page 193 and 194: 3.64. The register of owners of iss
Page 195 and 196: 3.77. The Articles of Association o
Page 197 and 198: 15. Vladimir Danilovich Flegontov F
Page 199 and 200: 2. Igor Nikolayevich Repin 3. Maxim
Page 201 and 202: 10. Dmitry Eduardovich Selyutin 11.
Page 203 and 204: For issue 20: The Board of Director
Page 205 and 206: 4. Mikhail Ivanovich Buyanov 5. Vik
Page 207 and 208: Transmission Networks, OAO Kursk Tr
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fractional part of the quantity of
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In this case the number of ordinary
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converted into the additional ordin
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atio of the total number of ordinar
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enough to convert all shares in JSC
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4.5. The shares in JSC OGK-4 Holdin
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4.4. The number of ordinary shares
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1. JSC Mosenergo Holding to be esta
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- if the period is followed by any
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The deed of delivery (Appendix A) s
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3. It shall be specified that the s
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- if as a result of round-off no sh
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ased on data from the JSC Kuzbassen
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3. It shall be specified that the s
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ordinary shares in OAO FGC UES plac
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MINUTES of the Extraordinary General Meeting of Shareholders

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