MINUTES of the Extraordinary General Meeting of Shareholders

- 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 Volzhskaya TGK.
In case of issue of additional ordinary shares in OAO Volzhskaya TGK the number of
ordinary shares in OAO Volzhskaya TGK from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO Volzhskaya TGK receivable by any shareholder of JSC
Voljskaya TGK Holding shall be a part of the integer determined by multiplying the number of
ordinary shares in OAO Volzhskaya TGK receivable by such shareholder in accordance with subparagraph
one of this paragraph (after round-off) by the ratio of the total number of ordinary
shares in OAO Volzhskaya TGK placed at the disposal of OAO Volzhskaya TGK during a
takeover of JSC Voljskaya TGK Holding and/or repurchased and/or acquired by OAO
Volzhskaya TGK to the total number of ordinary shares in OAO Volzhskaya TGK necessary to
convert into them all ordinary and preference shares in JSC Voljskaya TGK Holding. The number
of ordinary shares in OAO Volzhskaya TGK from among the additional shares receivable by any
shareholder of JSC Voljskaya TGK Holding shall be determined as the difference between the
number of ordinary shares in OAO Volzhskaya TGK receivable by such shareholder in
accordance with sub-paragraph one of this paragraph (after round-off) and the number of shares
in OAO Volzhskaya TGK from among the shares placed at the disposal of and/or repurchased
and/or acquired by OAO Volzhskaya TGK receivable by such shareholder.
4.5. The shares in JSC Voljskaya TGK Holding shall be recognized as converted into ordinary
shares in OAO Volzhskaya TGK on the day on which an entry is made into the Unified State
Register of Legal Entities about the termination of operation of JSC Voljskaya TGK Holding
based on data from the JSC Voljskaya TGK Holding Shareholder Register on the abovementioned
date.
4.6. The shares in JSC Voljskaya TGK Holding 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 agreement for takeover of
JSC Voljskaya TGK Holding by OAO Volzhskaya TGK approved by this resolution on behalf of
JSC Voljskaya TGK Holding.
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 31,753,799,760 95.0823%
Against 834,315,498 2.4982%
Abstained 120,180,661 0.3599%
The resolution was adopted.
For issue 45:
9. JSC UGK TGK-8 Holding to be established through the reorganization of RAO UES of
Russia shall be reorganized through its takeover by OAO YUGK TGK-8 (OGRN:
1053000012790) as provided for by this resolution and the agreement for takeover of JSC UGK
TGK-8 Holding by OAO YUGK TGK-8.
2. The agreement for takeover of JSC UGK TGK-8 Holding by OAO YUGK TGK-8
(Appendix 42) 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 UGK TGK-8 Holding as the legal successor to RAO UES
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