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.
3.3.18. The shares in JSC Centerenergyholding shall be allocated to the Russian
Federation if as of the date determined in accordance with paragraph 3.6 of
this resolution OOO Gazoenergeticheskaya Kompaniya reduces the number
of shares in RAO UES of Russia owned by it, which is specified in paragraph
3.3.3 of this resolution, upon the following conditions:
3.3.18.1. One (1) ordinary share in JSC Centerenergyholding to be established
through a spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
OS2+OS3+PS2+PS3)/((1+ 145,523,224/22,569,848,313) *
(43,051,999,755 – Z1 – P1)) ordinary shares in RAO UES of Russia.
3.3.18.2. One (1) preference share in JSC Centerenergyholding to be established
through a spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
OS2+OS3+PS2+PS3)/((1+ 22,569,848,313/145,523,224) * (2,176,791,245
– Z2 – P2)) 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 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.
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 JSC Centerenergyholding to be placed
with the shareholders in accordance with paragraph 3.3.2.7 of this resolution.
P2 – the number of preference shares in JSC Centerenergyholding to be placed
with the shareholders in accordance with paragraph 3.3.2.8 of this resolution.
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