MINUTES of the Extraordinary General Meeting of Shareholders

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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
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. 4.4. The shares in JSC Gosudarstvennii Holding GidroOGK shall be recognized as converted into ordinary shares in OAO HydroOGK 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 GidroOGK based on data from the JSC Gosudarstvennii Holding GidroOGK Shareholder Register on the above-mentioned date. 4.5. The shares in JSC Gosudarstvennii Holding GidroOGK 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 GidroOGK. 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 31,757,439,603 95.0932% Against 834,989,707 2.5003% Abstained 118,222,159 0.3540% The resolution was adopted. For issue 32: 1. JSC Minoritarnii Holding FGC UES to be established through the reorganization of RAO UES of Russia shall be reorganized through its takeover by OAO FGC UES (OGRN: 1024701893336) as provided for by this resolution and the takeover agreement approved by this resolution. 2. The agreement for takeover of RAO UES of Russia, JSC Gosudarstvennii Holding, JSC Minoritarnii Holding FGC UES, OAO Amurskaya Transmission Company, OAO Arkhangelsk Transmission Company, OAO Astrakhan Transmission Networks, OAO Belgorod Transmission Company, OAO Bryansk Transmission Company, OAO Vladimir Transmission Networks, OAO Volgograd Transmission Networks, OAO Vologda Transmission Networks, OAO Voronezh Transmission Company, OAO Daghestan Transmission Networks, OAO Ivanovo Transmission Networks, OAO Kaluga Transmission Company, OAO Karelian Transmission Networks, OAO Kirov Electricity Transmission Networks, OAO Kola Peninsula Transmission Networks, OAO Kostroma Transmission Networks, OAO Krasnoyarsk Transmission Networks, OAO Kuban Transmission Networks, OAO Kursk Transmission Networks, OAO Lipetsk Transmission Networks, OAO Rostovenergo Transmission Company, OAO Transmission Company, OAO Marij El Transmission Networks, OAO Mordovian Transmission Company, OAO Nizhni Novgorod Transmission Company, OAO Omsk Transmission Company, OAO Orenburg Electricity Transmission Networks, OAO Orel Transmission Company, OAO Penza Transmission Company, OAO Perm Transmission Company, OAO Saint Petersburg Transmission Networks, OAO Primorskaya Transmission Company, OAO Ryazan Transmission Networks, OAO Sverdlovsk Transmission Networks, OAO Smolensk Electricity Transmission Networks, OAO Tambov Transmission Company, OAO Tver Transmission Networks, OAO Tomsk Transmission Networks, OAO Tula Transmission Company, OAO Tyumen Transmission Company, OAO Udmurtian Transmission Networks, OAO Khabarovsk Transmission Company, OAO Khakassian Transmission Company, OAO Chelyabinsk Electricity Transmission Networks, OAO Chuvashian Transmission Networks, OAO Yakutian Transmission Company, OAO Yaroslavl Transmission Networks, OAO Buryatian Electricity Transmission Networks, OAO 117
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MINUTES of the Extraordinary Genera
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27. Election of the Board of Direct
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well as by means of their acquisiti
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- JSC RAO Energy System of East loc
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3.3.2.9. One (1) ordinary share in
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MADAKE ENTERPRISES COMPANY LIMITED
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off, or Abstains, while voting on t
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voting on this issue, upon the cond
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3.3.10.1. The shares in JSC Sibener
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3.3.1, 3.3.3 and 3.3.11 of this res
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Russia through a spin-off, or Absta
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PS1 - 100 preference shares in RAO
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Z2 - the number of preference share
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while voting on the issue of reorga
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P1 - the number of ordinary shares
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P2 - the number of preference share
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this resolution it does not reduce
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the number of shares in RAO UES of
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The Board of Directors of JSC OGK-1
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person performing the functions of
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3.31. Aleksander Ivanovich Kazakov,
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Department of the Corporate Center
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RAO UES of Russia 2 Nikolai Aleksey
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Department of the Corporate Center
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Corporate Governance and Shareholde
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3.60. It shall be specified that th
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11. OAO Moscow Central Depositary l
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3.80. The Articles of Association o
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No. Candidate’s Full Name and Pos
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11. 12. 13. 14. 15. Dmitry Aleksand
Page 65 and 66: Number of votes cast for each candi
Page 67 and 68: 5. Yanina Anatolyevna Denisenko - H
Page 69 and 70: 8. Vladimir Yevgenyevich Avetisyan
Page 71 and 72: Abstained (for all candidates): 28,
Page 73 and 74: 11. Yury Vitalyevich Loginov - Chie
Page 75 and 76: 4. Maxim Aleksandrovich Yeremeyev -
Page 77 and 78: 12. Aleksei Romanovich Kachai - Dep
Page 79 and 80: Fifteen candidates receiving the la
Page 81 and 82: 4 Dmitry Anatolyevich Tuzov - Advis
Page 83 and 84: 10 Oleg Vladimirovich Yevseyenkov -
Page 85 and 86: general meeting for this issue on t
Page 87 and 88: 9. Vladimir Yevgenyevich Avetisyan
Page 89 and 90: % of the total number of cumulative
Page 91 and 92: 5 Grigory Mikhailovich Kharenko - S
Page 93 and 94: 14 Madina Mukharbiyevna Suyunova -
Page 95 and 96: 6. Sergey Olegovich Erdenko - Chief
Page 97 and 98: 13. Maxim Nikolayevich Bunyakin - C
Page 99 and 100: 13. Yan Aleksandrovich Zuyev - Chie
Page 101 and 102: 13. Andrei Natanovich Rappoport - M
Page 103 and 104: 14. Vyacheslav Mikhailovich Kravche
Page 105 and 106: 17. Ilya Arturovich Yuzhanov - Memb
Page 107 and 108: 7. Yury Bronislavovich Yukhnevich -
Page 109 and 110: 14 Igor Alikovich Zenyukov - Deputy
Page 111 and 112: 29. Igor Nikolayevich Nekrasov - Ma
Page 113 and 114: 8. Dmitry Aleksandrovich Burnashev
Page 115: 0.2931464676179060 ordinary shares
Page 119 and 120: - if the period is followed by any
Page 121 and 122: 4.3. If JSC Minoritarnii Holding Gi
Page 123 and 124: a fraction, the fractional part of
Page 125 and 126: Entities about the termination of o
Page 127 and 128: Russia will be a deed of delivery f
Page 131 and 132: JSC TGK-1 Holding by OAO TGK-1 appr
Page 133 and 134: 4. The following procedure and cond
Page 137 and 138: entitled to participate in the gene
Page 139 and 140: of Russia will be a deed of deliver
Page 141 and 142: 4.4. The number of ordinary shares
Page 143 and 144: ound-off) by the ratio of the total
Page 145 and 146: 1. JSC Kuzbassenergo Holding to be
Page 147 and 148: Russia will be a deed of delivery f
Page 149 and 150: shares acquired and/or repurchased
Page 151 and 152: Inter RAO UES Holding is a fraction
Page 153 and 154: Company, OAO Kurgan Transmission Co
Page 155 and 156: Holding GidroOGK, JSC OGK-1 Holding
Page 157 and 158: RAO Energy System of East, JSC Cent
Page 159 and 160: PS1 - 100 preference shares in RAO
Page 161 and 162: 3.3.8.2.1. One (1) ordinary share i
Page 163 and 164: Russia through a spin-off, or Absta
Page 165 and 166: NORILSK NICKEL owns less than 1,016
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OS3 - 416,590,290 ordinary shares i
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OS2 - 1,016,370,000 ordinary shares
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Where: OS1 - 4,522,879,000 ordinary
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PS2 - 500,000,000 preference shares
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RAO UES of Russia through a spin-of
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3.3.24. The shares in JSC Sibenergy
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Minoritarnii Holding FGC UES, shall
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3.23. Oleg Vladimirovich Yevseyenko
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The Board of Directors of JSC Inter
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of RAO UES of Russia 4 Lyudmila Rom
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3.49. It shall be specified that th
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2 Nikolai Alekseyevich Grishaev, He
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3.64. The register of owners of iss
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3.77. The Articles of Association o
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15. Vladimir Danilovich Flegontov F
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2. Igor Nikolayevich Repin 3. Maxim
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10. Dmitry Eduardovich Selyutin 11.
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For issue 20: The Board of Director
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4. Mikhail Ivanovich Buyanov 5. Vik
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Transmission Networks, OAO Kursk Tr
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fractional part of the quantity of
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In this case the number of ordinary
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converted into the additional ordin
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atio of the total number of ordinar
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enough to convert all shares in JSC
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4.5. The shares in JSC OGK-4 Holdin
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4.4. The number of ordinary shares
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1. JSC Mosenergo Holding to be esta
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- if the period is followed by any
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The deed of delivery (Appendix A) s
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3. It shall be specified that the s
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- if as a result of round-off no sh
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ased on data from the JSC Kuzbassen
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3. It shall be specified that the s
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ordinary shares in OAO FGC UES plac
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MINUTES of the Extraordinary General Meeting of Shareholders

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