MINUTES of the Extraordinary General Meeting of Shareholders

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number of shares in RAO UES of Russia owned by them, which is specified in paragraph 3.3.3 of this resolution. 3.3.13. 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 3.3.13 of this resolution, shall be allocated to MADAKE ENTERPRISES COMPANY LIMITED if it votes For or Abstains, while voting on the issue of reorganization of RAO UES of Russia through a spinoff, 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 3.3.13 of this resolution and the shares in JSC Sibenergyholding shall be placed upon the following conditions: 3.3.13.1. The shares in JSC Sibenergyholding 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 3.3.2.9 and 3.3.2.10 of this resolution; 3.3.13.2. 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: 3.3.13.2.1. 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. 3.3.13.2.2. 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. 22
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 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. 3.3.14 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 the Russian Federation upon the following conditions: 3.3.14.1. 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 3.3.14, shall be allocated for (22,569,848,313 + 145,523,224 + OS1+OS2+OS3+PS1+PS2+PS3)/((1+ 145,523,224/22,569,848,313) * (12,516,066,381 – Z1 – P1)) ordinary shares in RAO UES of Russia. 3.3.14.2. 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 3.3.14, shall be allocated for (22,569,848,313 + 145,523,224 + OS1+OS2+OS3+PS1+PS2+PS3)/((1+ 22,569,848,313/145,523,224) * (1,429,606,060 – Z2 – P2)) preference shares in RAO UES of Russia. Where: 23
Page 1 and 2: MINUTES of the Extraordinary Genera
Page 3 and 4: 27. Election of the Board of Direct
Page 5 and 6: well as by means of their acquisiti
Page 7 and 8: - JSC RAO Energy System of East loc
Page 9 and 10: 3.3.2.9. One (1) ordinary share in
Page 11 and 12: MADAKE ENTERPRISES COMPANY LIMITED
Page 13 and 14: off, or Abstains, while voting on t
Page 15 and 16: voting on this issue, upon the cond
Page 17 and 18: 3.3.10.1. The shares in JSC Sibener
Page 19 and 20: 3.3.1, 3.3.3 and 3.3.11 of this res
Page 21: Russia through a spin-off, or Absta
Page 25 and 26: Z2 - the number of preference share
Page 27 and 28: while voting on the issue of reorga
Page 31 and 32: P1 - the number of ordinary shares
Page 33 and 34: P2 - the number of preference share
Page 37 and 38: this resolution it does not reduce
Page 39 and 40: the number of shares in RAO UES of
Page 41 and 42: The Board of Directors of JSC OGK-1
Page 43 and 44: person performing the functions of
Page 45 and 46: 3.31. Aleksander Ivanovich Kazakov,
Page 47 and 48: Department of the Corporate Center
Page 49 and 50: RAO UES of Russia 2 Nikolai Aleksey
Page 51 and 52: Department of the Corporate Center
Page 53 and 54: Corporate Governance and Shareholde
Page 55 and 56: 3.60. It shall be specified that th
Page 57 and 58: 11. OAO Moscow Central Depositary l
Page 59 and 60: 3.80. The Articles of Association o
Page 61 and 62: No. Candidate’s Full Name and Pos
Page 63 and 64: 11. 12. 13. 14. 15. Dmitry Aleksand
Page 65 and 66: Number of votes cast for each candi
Page 67 and 68: 5. Yanina Anatolyevna Denisenko - H
Page 69 and 70: 8. Vladimir Yevgenyevich Avetisyan
Page 71 and 72: Abstained (for all candidates): 28,
Page 73 and 74:
11. Yury Vitalyevich Loginov - Chie
Page 75 and 76:
4. Maxim Aleksandrovich Yeremeyev -
Page 77 and 78:
12. Aleksei Romanovich Kachai - Dep
Page 79 and 80:
Fifteen candidates receiving the la
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4 Dmitry Anatolyevich Tuzov - Advis
Page 83 and 84:
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 -
Page 95 and 96:
6. Sergey Olegovich Erdenko - Chief
Page 97 and 98:
13. Maxim Nikolayevich Bunyakin - C
Page 99 and 100:
13. Yan Aleksandrovich Zuyev - Chie
Page 101 and 102:
13. Andrei Natanovich Rappoport - M
Page 103 and 104:
14. Vyacheslav Mikhailovich Kravche
Page 105 and 106:
17. Ilya Arturovich Yuzhanov - Memb
Page 107 and 108:
7. Yury Bronislavovich Yukhnevich -
Page 109 and 110:
14 Igor Alikovich Zenyukov - Deputy
Page 111 and 112:
29. Igor Nikolayevich Nekrasov - Ma
Page 113 and 114:
8. Dmitry Aleksandrovich Burnashev
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0.2931464676179060 ordinary shares
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Additional ordinary shares in OAO H
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- if the period is followed by any
Page 121 and 122:
4.3. If JSC Minoritarnii Holding Gi
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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 129 and 130:
Page 131 and 132:
JSC TGK-1 Holding by OAO TGK-1 appr
Page 133 and 134:
4. The following procedure and cond
Page 135 and 136:
Page 137 and 138:
entitled to participate in the gene
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of Russia will be a deed of deliver
Page 141 and 142:
4.4. The number of ordinary shares
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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
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Inter RAO UES Holding is a fraction
Page 153 and 154:
Company, OAO Kurgan Transmission Co
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Holding GidroOGK, JSC OGK-1 Holding
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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
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Russia through a spin-off, or Absta
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NORILSK NICKEL owns less than 1,016
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
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3.3.24. The shares in JSC Sibenergy
Page 179 and 180:
Z2 - the number of preference share
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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
Page 215 and 216:
atio of the total number of ordinar
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enough to convert all shares in JSC
Page 219 and 220:
4.5. The shares in JSC OGK-4 Holdin
Page 221 and 222:
4.4. The number of ordinary shares
Page 223 and 224:
1. JSC Mosenergo Holding to be esta
Page 225 and 226:
Page 227 and 228:
The deed of delivery (Appendix A) s
Page 229 and 230:
Page 231 and 232:
3. It shall be specified that the s
Page 233 and 234:
- if as a result of round-off no sh
Page 235 and 236:
ased on data from the JSC Kuzbassen
Page 237 and 238:
3. It shall be specified that the s
Page 239 and 240:
Page 241 and 242:
ordinary shares in OAO FGC UES plac
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MINUTES of the Extraordinary General Meeting of Shareholders

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