MINUTES of the Extraordinary General Meeting of Shareholders

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 spin-off 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 NORILSK NICKEL owns less than 1,016,370,000
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