MINUTES of the Extraordinary General Meeting of Shareholders

accordance with paragraph 3.3.2.7 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 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 paragraph 3.3.3 of this
resolution.
PC2 – the number of preference shares in JSC Centerenergyholding to be placed with OJSC
MMC NORILSK NICKEL and MADAKE ENTERPRISES COMPANY LIMITED in
accordance with paragraph 3.3.2.8 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 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 paragraph 3.3.3 of this
resolution.
3.3.9. If OJSC MMC NORILSK NICKEL votes against the resolutions on the reorganization of
RAO UES of Russia through a spin-off or does not participate in voting on this issue,
paragraph 3.3.6 of this resolution shall not apply and the shares in JSC Intergeneration
shall be placed upon the following conditions:
3.3.9.1. The shares in JSC Intergeneration shall be placed to each shareholder of RAO UES of
Russia that votes against the adoption of a resolution on the reorganization of RAO UES of
Russia through a spin-off or does not participate in 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 abovementioned
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
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