MINUTES of the Extraordinary General Meeting of Shareholders

0.2931464676179060 ordinary shares in JSC Gosudarstvennii Holding shall be converted into
1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles;
0.3200987853438580 preference shares in JSC Gosudarstvennii Holding shall be converted
into 1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles.
If in the calculation of shares in OAO FGC UES receivable by any shareholder of JSC
Gosudarstvennii Holding as a result of conversion the calculated number of shares to be held by
such shareholder of JSC Gosudarstvennii Holding is a fraction, the fractional part of the quantity
of shares shall be rounded off in accordance with the following rule:
- 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;
- if the period is followed by any number from 0 to 4, only the integer shall be taken into
consideration and any numbers following the period shall be ignored;
- if as a result of round-off no shares are receivable by any shareholder, such shareholder
shall receive one additional share in OAO FGC UES.
The shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a
takeover of JSC Gosudarstvennii Holding shall be canceled unless any other companies are taken
over in addition to JSC Gosudarstvennii Holding by OAO FGC UES.
If any other companies involved in the reorganization are taken over by OAO FGC UES along
with JSC Gosudarstvennii Holding, the shares in OAO FGC UES placed at the disposal of OAO
FGC UES as a result of a takeover of JSC Gosudarstvennii Holding may be used for the purposes
of converting into them the shares in such other target companies. The shares in OAO FGC UES
placed at the disposal of OAO FGC UES as a result of a takeover of JSC Gosudarstvennii
Holding which OAO FGC UES will still have at its disposal after the conversion of shares in such
other target companies shall be canceled.
Additional ordinary shares in OAO FGC UES shall provide to the shareholders the same
rights as the outstanding ordinary shares in OAO FGC UES in accordance with the Articles of
Association of OAO FGC UES and the laws of the Russian Federation.
4.4. The shares in JSC Gosudarstvennii Holding shall be recognized as converted into ordinary
shares in OAO FGC UES on the day on which an entry is made into the Unified State Register of
Legal Entities about the termination of operation of JSC Gosudarstvennii Holding based on data
from the JSC Gosudarstvennii Holding Shareholder Register on the above-mentioned date.
4.5. The shares in JSC Gosudarstvennii Holding to be converted shall be canceled upon
conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the takeover agreement
approved by this resolution on behalf of JSC Gosudarstvennii Holding..
Number of votes held by the persons included in the list of persons 43,116,903,368
entitled to participate in the general meeting
Number of votes held by the persons that participated in the 33,396,122,096
general meeting for this issue on the general meeting agenda
Number of votes cast for each voting option
quorum was reached
For 31,746,601,961 95.0607%
Against 830,886,138 2.4880%
Abstained 118,240,457 0.3541%
The resolution was adopted.
For issue 31:
1. JSC Gosudarstvennii Holding GidroOGK to be established through the reorganization of RAO
UES of Russia shall be reorganized through its takeover by OAO HydroOGK (OGRN:
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