MINUTES of the Extraordinary General Meeting of Shareholders

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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: 3.3.10.2.1. One (1) ordinary share in JSC Sibenergyholding shall be allocated for (41,041,753,984 –OP)/(39,655,948,581– R1) ordinary shares in RAO UES of Russia. 3.3.10.2.2. One (1) preference share in JSC Sibenergyholding shall be allocated for (2,075,149,384 – PP)/ (2,005,080,419 – 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 Sibenergyholding are allocated in accordance with paragraphs 3.3.2.9 and 3.3.2.10 of this resolution. R1 – the number of ordinary shares in JSC Sibenergyholding to be placed with the shareholders of RAO UES of Russia in accordance with paragraph 3.3.2.9 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 Sibenergyholding are allocated in accordance with paragraphs 3.3.2.9 and 3.3.2.10 of this resolution. R2 – the number of preference shares in JSC Sibenergyholding to be placed with the shareholders of RAO UES of Russia in accordance with paragraph 3.3.2.10 of this resolution. 3.3.10.3. If as of the date determined in accordance with paragraph 3.6 of this resolution MADAKE ENTERPRISES COMPANY LIMITED 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 Sibenergyholding shall be allocated to each shareholder of RAO UES of Russia (with the exception of the Russian Federation, OOO Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK NICKEL 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: 3.3.10.3.1. One (1) ordinary share in JSC Sibenergyholding to be established through a spin-off shall be allocated for (12,516,066,381+OS1+OS2+416,590,290)/(39,655,948,581 – PC1) ordinary shares in RAO UES of Russia. 3.3.10.3.2. One (1) preference share in JSC Sibenergyholding to be established through a spin-off shall be allocated for (1,429,606,060+PS1+PS2+20,000)/(2,005,080,419 – PC2) preference shares in RAO UES of Russia. Where: OS1 – 4,522,879,000 ordinary shares in RAO UES of Russia. 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. 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. PS1 – 100 preference shares in RAO UES of Russia. 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. 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 164
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. PC1 – the number of ordinary shares in JSC Sibenergyholding to be placed with OOO Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK NICKEL in accordance with paragraph 3.3.2.9 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 and OJSC MMC NORILSK NICKEL 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 Sibenergyholding to be placed with OOO Gazoenergeticheskaya Kompaniya and OJSC MMC NORILSK NICKEL in accordance with paragraph 3.3.2.10 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 and OJSC MMC NORILSK NICKEL reduce the number of shares in RAO UES of Russia owned by them, which is specified in paragraph 3.3.3 of this resolution. 3.3.11. The shares in each company to be established as a result of reorganization of RAO UES of Russia through a spin-off, which are specified in paragraphs 3.3.1, 3.3.3 and 3.3.11 of this resolution, 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, yet as of the date determined in accordance with paragraph 3.6 of this resolution reduces the number of shares in RAO UES of Russia owned by it, which is specified in paragraph 3.3.3 of this resolution, in accordance with paragraphs 3.3.1, 3.3.3 and 3.3.11 of this resolution and the shares in JSC Centerenergyholding shall be placed upon the following conditions: 3.3.11.1. The shares in JSC Centerenergyholding shall be allocated 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 3.3.2.7 and 3.3.2.8 of this resolution; 3.3.11.2. 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: 3.3.11.2.1. 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. 3.3.11.2.2. One (1) preference share in JSC Centerenergyholding to be established through a spinoff shall be allocated for (1,429,606,060+100+PS2+PS3)/(2,176,791,245 – PC2) preference shares in RAO UES of Russia. Where: OS2 – 1,016,370,000 ordinary shares in RAO UES of Russia. 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. 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. PS2 – 500,000,000 preference shares in RAO UES of Russia. 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 165
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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
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7. Yury Bronislavovich Yukhnevich -
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14 Igor Alikovich Zenyukov - Deputy
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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 and 158: RAO Energy System of East, JSC Cent
Page 159 and 160: PS1 - 100 preference shares in RAO
Page 161 and 162: 3.3.8.2.1. One (1) ordinary share i
Page 163: Russia through a spin-off, or Absta
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
Page 209 and 210: fractional part of the quantity of
Page 211 and 212: In this case the number of ordinary
Page 213 and 214: 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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