MINUTES of the Extraordinary General Meeting of Shareholders

this resolution it does not reduce the number of shares owned by it, which is
specified in paragraph 3.3.3 of this resolution) if as of the date determined
in accordance with paragraph 3.6 of this resolution OJSC MMC NORILSK
NICKEL 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:
3.3.26.1. One (1) ordinary share in JSC Intergeneration to be established through a
spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
OS1+416,590,290 +PS1+20,000)/((1+ 20,000/416,590,290) *
(144,338,947,437 – Z1 – P1)) ordinary shares in RAO UES of Russia.
3.3.26.2. One (1) preference share in JSC Intergeneration to be established through
a spin-off shall be allocated for (22,569,848,313 + 145,523,224 +
OS1+416,590,290 +PS1+20,000)/((1+ 416,590,290/20,000) *
(7,298,052,563 – Z2 – P2)) 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 votes For or Abstains,
while voting on the issue of reorganization of RAO UES of Russia through a spinoff,
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.
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.
P1 – the number of ordinary shares in JSC Intergeneration to be placed with the
shareholders in accordance with paragraph 3.3.2.5 of this resolution.
P2 – the number of preference shares in JSC Intergeneration to be placed with
the shareholders in accordance with paragraph 3.3.2.6 of this resolution.
Z1 – the number of ordinary shares in JSC Intergeneration to be placed with the
shareholders in accordance with paragraphs 3.3.9.3.1 and 3.3.12.2.1 of this
resolution.
Z2 – the number of preference shares in JSC Intergeneration to be placed with
the shareholders in accordance with paragraphs 3.3.9.3.2 and 3.3.12.2.2 of this
resolution.
3.3.27. If in the calculation of shares in the spun-off company concerned the
calculated number of shares to be allocated to a shareholder of RAO UES of
Russia is a fraction, the fractional part of the quantity of shares shall be
rounded off in accordance with the following rules:
3.3.27.1. If the period is followed by any number from 5 to 9, one shall be added to
the integer and any numbers following the period shall be ignored.
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