MINUTES of the Extraordinary General Meeting of Shareholders

1042401810494) as provided for by this resolution and the takeover agreement approved by this
resolution.
2. The agreement for takeover of JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii
Holding GidroOGK, OAO Bureyskaya HPP, OAO Votkinskaya HPP, OAO Zagorskaya PSPP,
OAO Zeyskaya HPP, OAO Kabardino-Balkarian Hydro Generation Company, OAO VVHPP
Cascade, OAO NChHPP Cascade, OAO Nizhegorodskaya HPP, OAO North-Ossetian HGC,
OAO Sulakenergo, OAO P. S. Neporozhny SShHPP, OAO Volzhskaya HPP, OAO
Zhigulevskaya HPP, OAO Irganayskaya HPP, OAO Zelenchukskie HPPs, OAO Daghestan
Regional Generation Company, OAO Kamskaya HPP, OAO KabbalkHPP, OAO Saratovskaya
HPP, OAO Stavropol Power Generation Company, OAO Cheboksarskaya HPP, ZAO EOZ by
OAO HydroOGK (Appendix 30) shall be approved.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC Gosudarstvennii Holding GidroOGK as the legal successor
to RAO UES of Russia will be a deed of delivery for JSC Gosudarstvennii Holding GidroOGK
under which the rights and duties of RAO UES of Russia transfer to OAO HydroOGK.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Gosudarstvennii
Holding GidroOGK into the shares in OAO HydroOGK shall be defined:
4.1. All shares in JSC Gosudarstvennii Holding GidroOGK shall be converted into the additional
ordinary shares in OAO HydroOGK.
4.2. Additional ordinary shares in OAO HydroOGK shall provide to the shareholders the same
rights as the outstanding ordinary shares in OAO HydroOGK in accordance with the Articles of
Association of OAO HydroOGK and the laws of the Russian Federation.
4.3. Share conversion ratios:
1.5553208073403300 ordinary shares in JSC Gosudarstvennii Holding GidroOGK shall be
converted into 1 ordinary share in OAO HydroOGK, each with a par value of one (1) ruble;
1.6983192917016000 preference shares in JSC Gosudarstvennii Holding GidroOGK shall be
converted into 1 ordinary share in OAO HydroOGK, each with a par value of one (1) ruble.
If in the calculation of shares in OAO HydroOGK receivable by any shareholder of JSC
Gosudarstvennii Holding GidroOGK as a result of conversion the calculated number of shares to
be held by such shareholder of JSC Gosudarstvennii Holding GidroOGK 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 HydroOGK.
The shares in OAO HydroOGK placed at the disposal of OAO HydroOGK as a result of a
takeover of JSC Gosudarstvennii Holding GidroOGK shall be canceled unless any other
companies are taken over in addition to JSC Gosudarstvennii Holding GidroOGK by OAO
HydroOGK.
If any other companies are taken over by OAO HydroOGK along with JSC Gosudarstvennii
Holding GidroOGK, the shares in OAO HydroOGK placed at the disposal of OAO HydroOGK as
a result of a takeover of JSC Gosudarstvennii Holding GidroOGK may be used for the purposes
of converting into them the shares in such other target companies. The shares in OAO
HydroOGK placed at the disposal of OAO HydroOGK as a result of a takeover of JSC
Gosudarstvennii Holding GidroOGK which OAO HydroOGK will still have at its disposal after
the conversion of shares in such other target companies shall be canceled.
116