MINUTES of the Extraordinary General Meeting of Shareholders

4.3. If JSC Minoritarnii Holding GidroOGK is not 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 and into the additional ordinary shares in OAO HydroOGK.
In this case the number of ordinary shares in OAO HydroOGK receivable by each
shareholder of JSC Minoritarnii Holding GidroOGK shall be calculated by dividing the number
of a certain category of shares in JSC Minoritarnii Holding GidroOGK owned by such
shareholder by the applicable conversion ratio.
If in the calculation of shares in OAO HydroOGK receivable by any shareholder of JSC
Minoritarnii Holding GidroOGK 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.
The number of ordinary shares in OAO HydroOGK from among the shares placed at the
disposal of OAO HydroOGK receivable by any shareholder of JSC Minoritarnii Holding
GidroOGK shall be a part of the integer determined by multiplying the number of ordinary shares
in OAO HydroOGK receivable by such shareholder in accordance with sub-paragraph two of this
paragraph (after round-off) by the ratio of the total number of ordinary shares in OAO
HydroOGK placed at the disposal of OAO HydroOGK to the total number of ordinary shares in
OAO HydroOGK necessary to convert into them all ordinary and preference shares in JSC
Minoritarnii Holding GidroOGK.
The number of ordinary shares in OAO HydroOGK from among the additional shares
receivable by any shareholder of JSC Minoritarnii Holding GidroOGK shall be determined as the
difference between the number of ordinary shares in OAO HydroOGK receivable by such
shareholder in accordance with sub-paragraph two of this paragraph (after round-off) and the
number of shares in OAO HydroOGK from among the shares placed at the disposal of OAO
HydroOGK receivable by such shareholder.
The shares in OAO HydroOGK placed at the disposal of OAO HydroOGK as a result of a
takeover of JSC Minoritarnii Holding GidroOGK (and 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.
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. Share conversion ratios:
0.2895891255957020 ordinary shares in JSC Minoritarnii Holding GidroOGK shall be
converted into 1 ordinary share in OAO HydroOGK, each with a par value of one (1) ruble;
0.3162143760599500 preference shares in JSC Minoritarnii Holding GidroOGK shall be
converted into 1 ordinary share in OAO HydroOGK, each with a par value of one (1) ruble.
4.5. The shares in JSC Minoritarnii 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 Minoritarnii Holding
GidroOGK based on data from the JSC Minoritarnii Holding GidroOGK Shareholder Register on
the above-mentioned date.
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