MINUTES of the Extraordinary General Meeting of Shareholders

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 votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 4,522,879,000
ordinary shares in RAO UES of Russia and at least 100 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 votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 416,590,290 ordinary
shares in RAO UES of Russia and at least 20,000 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 votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 4,522,879,000
ordinary shares in RAO UES of Russia and at least 100 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 votes For or Abstains, while voting on the issue of
reorganization of RAO UES of Russia through a spin-off, and owns at least 416,590,290 ordinary
shares in RAO UES of Russia and at least 20,000 preference shares in RAO UES of Russia.
P1 – the number of ordinary shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.2.1 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 3.3.2.2 of this resolution.
Z1 – the number of ordinary shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.3 of this resolution.
Z2 – the number of preference shares in the spun-off company concerned to be placed with the
shareholders in accordance with paragraph 3.3.3 of this resolution.
3.3.17. 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 and JSC TGK-14
Holding shall be allocated to MADAKE ENTERPRISES COMPANY LIMITED if
MADAKE ENTERPRISES COMPANY LIMITED 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 in RAO UES of Russia owned by it, which is specified in paragraph
3.3.3, upon the following conditions:
3.3.17.1. One (1) ordinary share in each company to be established as a result of reorganization
of RAO UES of Russia through a spin-off, which are specified in paragraph 3.3.17,
shall be allocated for (22,569,848,313 + 145,523,224 + OS1+OS2+ 416,590,290
+PS1+PS2+ 20,000)/((1+ 20,000/416,590,290) * (12,516,066,381 – Z1 – P1)) ordinary
shares in RAO UES of Russia.
3.3.17.2. One (1) preference share in each company to be established as a result of reorganization
of RAO UES of Russia through a spin-off, which are specified in paragraph 3.3.17,
shall be allocated for (22,569,848,313 + 145,523,224 + OS1+OS2+ 416,590,290
+PS1+PS2+ 20,000)/((1+ 416,590,290/20,000) * (1,429,606,060 – Z2 – P2))
preference shares in RAO UES of Russia.
Where:
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