MINUTES of the Extraordinary General Meeting of Shareholders

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. 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 JSC Centerenergyholding to be placed with OJSC
MMC NORILSK NICKEL and MADAKE ENTERPRISES COMPANY LIMITED in
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.
3.3.12. 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 3.3.12 of this
resolution, shall be allocated to OJSC MMC NORILSK NICKEL 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 3.3.12 of
this resolution and the shares in JSC Intergeneration shall be placed upon the following
conditions:
3.3.12.1. The shares in JSC Intergeneration 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 3.3.2.5 and 3.3.2.6 of this resolution;
3.3.12.2. 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:
3.3.12.2.1. 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.
3.3.12.2.2. One (1) preference share in JSC Intergeneration to be established through a spin-off
shall be allocated for (1,429,606,060+PS1+500,000,000 +PS3)/( 7,298,052,563 – 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.
166