MINUTES of the Extraordinary General Meeting of Shareholders

For 31,753,531,421 95.0815%
Against 834,756,371 2.4996%
Abstained 118,675,947 0.3554%
The resolution was adopted.
For issue 33:
1. JSC Minoritarnii Holding GidroOGK to be established through the reorganization of RAO
UES of Russia shall be reorganized through its takeover by OAO HydroOGK (OGRN:
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 Minoritarnii Holding GidroOGK as the legal successor to
RAO UES of Russia will be a deed of delivery for JSC Minoritarnii 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 Minoritarnii
Holding GidroOGK into the shares in OAO HydroOGK shall be defined:
4.1. All shares in JSC Minoritarnii Holding GidroOGK shall be converted into the additional
ordinary shares in OAO HydroOGK.
4.2. If JSC Minoritarnii Holding GidroOGK is taken over by OAO HydroOGK along with JSC
Gosudarstvennii Holding GidroOGK (or along with JSC Gosudarstvennii Holding GidroOGK
and any other companies), all shares in JSC Minoritarnii Holding GidroOGK shall be converted
into the additional ordinary shares in OAO HydroOGK placed at the disposal of OAO
HydroOGK.
If in the calculation of shares in OAO HydroOGK receivable by any shareholder of JSC
Minoritarnii Holding GidroOGK as a result of conversion the calculated number of shares to be
held by such shareholder of JSC Minoritarnii 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 share in OAO HydroOGK from among the shares placed at the disposal
of OAO HydroOGK.
The shares in OAO HydroOGK placed at the disposal of OAO HydroOGK as a result of a
takeover of JSC Minoritarnii Holding GidroOGK and JSC Gosudarstvennii Holding GidroOGK
(and/or as a result of a takeover of any other target companies if such other companies are taken
over together) which OAO HydroOGK will still have at its disposal after the conversion of shares
in JSC Minoritarnii Holding GidroOGK (and after the conversion of shares in any other target
companies if such other companies are taken over together) shall be canceled.
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