OREANDA-NEWS. December 30, 2010. OJSC MMC Norilsk Nickel (“Norilsk Nickel” or “Company”) discloses the results of the Board of Directors meeting where the following resolutions were adopted:

I. The Board of Directors approves the transaction involving the exchange of OJSC OGK-3 shares for shares of OJSC INTER RAO UES.
Norilsk Nickel management has investigated the options of energy assets disposal that would not deteriorate the Company’s financial standing. After close examination of the issues, the viability of OGK-3 shares exchange for shares of INTER RAO was confirmed.

The OGK-3 stake being held by MMC Norilsk Nickel does not have a positive effect on the capitalization of the Company. At the same time, the sale of shares would not be beneficial at the moment. On the other hand, the shares of a major energy company, such as INTER RAO, have considerable growth potential. Therefore, the management of Norilsk Nickel finds the exchange of OGK-3 shares for shares of INTER RAO to be a lucrative transaction as INTER RAO shares possess long-term investment and value growth potential.

Thus, in regards to the above indicated issue, the Company’s Board of Directors adopted the following resolutions:

- to terminate participation of the Company in OJSC OGK-3 (“OGK-3”) through the disposal of 30 944 160 805 of ordinary registered non-documentary shares of OGK-3 with nominal value of RUB 1 per share, totally making 65.16% of the share capital of OGK-3, through entering into a swap transaction between the Company and CJSC INTER RAO Capital, under which ordinary registered non-documentary shares of OGK-3 will be exchanged for ordinary registered non-documentary shares of OJSC INTER RAO UES.
- to adopt the resolution on changing the Company’s participation in OJSC INTER RAO UES through the acquisition of 1,083,045,628,175 ordinary registered non-documentary shares of OJSC INTER RAO UES with nominal value of RUB 0.02809767 per share, which upon the completion of additional share issuance approved by the AGM of OJSC INTER RAO UES on June 25, 2010 will amount to not less than 8.22% of OJSC INTER RAO UES’s share capital.
- to approve the execution by the Company of the agreement on the exchange of ordinary registered non-documentary shares of  OJSC OGK-3 shares for ordinary registered non-documentary shares of OJSC INTER RAO UES at the swap ratio of 35 OJSC INTER RAO UES shares per 1 OJSC OGK-3 share.

To effect the transaction, the Company shall send the irrevocable offer governed by Russian Law to CJSC INTER RAO Capital accompanied with a signed agreement, governed by Russian Law, on the exchange of shares of OJSC OGK-3 shares for shares of OJSC INTER RAO UES.

Under the transaction, the Company undertakes not to dispose of OJSC INTER RAO UES shares within 365 days from the moment the transaction is executed without prior notification in writing of OJSC INTER RAO UES and confirmation of the notification receipt prior to the OJSC INTER RAO UES shares disposal.

II. The Board of Directors adopted the resolution on voting at the Extraordinary General Meeting of Shareholders of OJSC Intergeneratsia.

As the Company owns 99.21% of OJSC Intergeneratsia (“Intergeneratsia”) share capital, the Board of Directors resolved to instruct the representative of the Company at the Extraordinary General Meeting of Shareholders of OJSC Intergeneratsia to vote for the approval of the transaction between OJSC Intergeneratsia and CJSC INTER RAO Capital, which involves the disposal of ordinary registered non-documentary shares of OJSC OGK-3 in exchange for the acquisition of ordinary registered non-documentary shares of OJSC INTER RAO UES.

The subject matter of the transaction is the disposal by OJSC Intergeneratsia of 6,687,341,723 ordinary registered non-documentary shares of OJSC OGK-3, par value one Ruble per share, totally making 14.08 % of the share capital of OJSC OGK-3, in exchange for the acquisition of 234,056,960,305 ordinary registered non-documentary shares of OJSC INTER RAO UES with par value of 0.02809767 Rubles per share, which upon the completion of additional share issuance authorized by the resolution of the General Meeting of Shareholders of OJSC INTER RAO UES of June 25, 2010  will amount at least to 1.78% of the INTER RAO share capital.