MINUTES of the Extraordinary General Meeting of Shareholders

4.6. The shares in JSC Minoritarnii 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 Minoritarnii 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 31,754,405,375 95.0841%
Against 836,281,866 2.5041%
Abstained 119,856,851 0.3589%
The resolution was adopted.
For issue 34:
1. JSC OGK-1 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO OGK-1 (OGRN: 1057200597960) as provided for
by this resolution and the agreement for takeover of JSC OGK-1 Holding by OAO OGK-1.
2. The agreement for takeover of JSC OGK-1 Holding by OAO OGK-1 (Appendix 31) 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 OGK-1 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC OGK-1 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO OGK-1.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC OGK-1
Holding into the shares in OAO OGK-1 shall be defined:
4.1. All shares in JSC OGK-1 Holding shall be converted into the shares in OAO OGK-1 placed
at the disposal of OAO OGK-1 as a result of a takeover of JSC OGK-1 Holding, into the shares
acquired and/or repurchased by OAO OGK-1 and/or into the additional shares in OAO OGK-1 (if
the shares in OAO OGK-1 placed at the disposal of OAO OGK-1 as a result of a takeover of JSC
OGK-1 Holding, as well as the shares acquired and/or repurchased by OAO OGK-1 are not
enough to convert all shares in JSC OGK-1 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO OGK-1 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO OGK-1 in accordance
with the Articles of Association of OAO OGK-1 and the laws of the Russian Federation.
4.3. Share conversion ratios:
1.0394788264145200 ordinary shares in JSC OGK-1 Holding shall be converted into 1
ordinary share in OAO OGK-1 with the par value specified in paragraph 4.2 of the Articles of
Association of OAO OGK-1;
1.1350500397625200 preference shares in JSC OGK-1 Holding shall be converted into 1
ordinary share in OAO OGK-1 with the par value specified in paragraph 4.2 of the Articles of
Association of OAO OGK-1.
4.4. The number of ordinary shares in OAO OGK-1 receivable by each shareholder of JSC OGK-
1 Holding shall be calculated by dividing the number of a certain category of shares in JSC OGK-
1 Holding owned by such shareholder by the applicable conversion ratio.
If in the calculation of shares in OAO OGK-1 receivable by any shareholder of JSC OGK-1
Holding the calculated number of shares to be held by such shareholder of JSC OGK-1 Holding is
122