MINUTES of the Extraordinary General Meeting of Shareholders

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.
3.3.15. 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 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, 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:
3.3.15.1. 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 3.3.15, shall be allocated for (22,569,848,313 +
145,523,224 + 4,522,879,000 +OS2+OS3+ 100 +PS2+PS3)/((1+
100/4,522,879,000) * (12,516,066,381 – Z1 – P1)) ordinary shares in RAO
UES of Russia.
3.3.15.2. 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 3.3.15, shall be allocated for (22,569,848,313 +
145,523,224 + 4,522,879,000 +OS2+OS3+ 100 +PS2+PS3)/((1+
4,522,879,000/100) * (1,429,606,060 – Z2 – P2)).
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 votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 1,016,370,000 ordinary shares in RAO UES of Russia and at least
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 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.
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 votes For or Abstains, while
voting on the issue of reorganization of RAO UES of Russia through a spin-off, and
owns at least 1,016,370,000 ordinary shares in RAO UES of Russia and at least
500,000,000 preference shares in RAO UES of Russia.
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