MINUTES of the Extraordinary General Meeting of Shareholders

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 31,755,961,310 95.0888%
Against 834,215,377 2.4979%
Abstained 120,530,213 0.3609%
The resolution was adopted.
For issue 44:
1. JSC Voljskaya TGK Holding to be established through the reorganization of RAO UES of
Russia shall be reorganized through its takeover by OAO Volzhskaya TGK (OGRN:
1056315070350) as provided for by this resolution and the agreement for takeover of JSC
Voljskaya TGK Holding by OAO Volzhskaya TGK.
2. The agreement for takeover of JSC Voljskaya TGK Holding by OAO Volzhskaya TGK
(Appendix 41) 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 Voljskaya TGK Holding as the legal successor to RAO
UES of Russia will be a deed of delivery for JSC Voljskaya TGK Holding under which the rights
and duties of RAO UES of Russia transfer to OAO Volzhskaya TGK.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Voljskaya TGK
Holding into the shares in OAO Volzhskaya TGK shall be defined:
4.1. All shares in JSC Voljskaya TGK Holding shall be converted into the shares in OAO
Volzhskaya TGK placed at the disposal of OAO Volzhskaya TGK as a result of a takeover of JSC
Voljskaya TGK Holding, into the shares acquired and/or repurchased by OAO Volzhskaya TGK
and/or into the additional shares in OAO Volzhskaya TGK (if the shares in OAO Volzhskaya
TGK placed at the disposal of OAO Volzhskaya TGK as a result of a takeover of JSC Voljskaya
TGK Holding, as well as the shares acquired and/or repurchased by OAO Volzhskaya TGK are
not enough to convert all shares in JSC Voljskaya TGK Holding in accordance with the approved
conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO Volzhskaya TGK they shall provide to
the shareholders the same rights as the outstanding ordinary shares in OAO Volzhskaya TGK in
accordance with the Articles of Association of OAO Volzhskaya TGK and the laws of the
Russian Federation.
4.3. Share conversion ratios:
2.9903697466398600 ordinary shares in JSC Voljskaya TGK Holding shall be converted
into 1 ordinary share in OAO Volzhskaya TGK, each with a par value of one (1) ruble;
3.2653087427821100 preference shares in JSC Voljskaya TGK Holding shall be
converted into 1 ordinary share in OAO Volzhskaya TGK, each with a par value of one (1) ruble.
4.4. The number of ordinary shares in OAO Volzhskaya TGK receivable by each shareholder of
JSC Voljskaya TGK Holding shall be calculated by dividing the number of a certain category of
shares in JSC Voljskaya TGK Holding owned by such shareholder by the applicable conversion
ratio.
If in the calculation of shares in OAO Volzhskaya TGK receivable by any shareholder of JSC
Voljskaya TGK Holding the calculated number of shares to be held by such shareholder of JSC
Voljskaya TGK Holding 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;
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