MINUTES of the Extraordinary General Meeting of Shareholders

of Russia will be a deed of delivery for JSC UGK TGK-8 Holding under which the rights and
duties of RAO UES of Russia transfer to OAO YUGK TGK-8.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC UGK TGK-8
Holding into the shares in OAO YUGK TGK-8 shall be defined:
4.1. All shares in JSC UGK TGK-8 Holding shall be converted into the shares in OAO YUGK
TGK-8 placed at the disposal of OAO YUGK TGK-8 as a result of a takeover of JSC UGK TGK-
8 Holding, into the shares acquired and/or repurchased by OAO YUGK TGK-8 and/or into the
additional shares in OAO YUGK TGK-8 (if the shares in OAO YUGK TGK-8 placed at the
disposal of OAO YUGK TGK-8 as a result of a takeover of JSC UGK TGK-8 Holding, as well as
the shares acquired and/or repurchased by OAO YUGK TGK-8 are not enough to convert all
shares in JSC UGK TGK-8 Holding in accordance with the approved conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO YUGK TGK-8 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO YUGK TGK-8 in
accordance with the Articles of Association of OAO YUGK TGK-8 and the laws of the Russian
Federation.
4.3. Share conversion ratios:
0.0579291131548263 ordinary shares in JSC UGK TGK-8 Holding shall be converted
into 1 ordinary share in OAO YUGK TGK-8, each with a par value of 0.01 (one one-hundredths)
rubles;
0.0632552010862921 preference shares in JSC UGK TGK-8 Holding shall be converted
into 1 ordinary share in OAO YUGK TGK-8, each with a par value of 0.01 (one one-hundredths)
rubles.
4.4. The number of ordinary shares in OAO YUGK TGK-8 receivable by each shareholder of
JSC UGK TGK-8 Holding shall be calculated by dividing the number of a certain category of
shares in JSC UGK TGK-8 Holding owned by such shareholder by the applicable conversion
ratio.
If in the calculation of shares in OAO YUGK TGK-8 receivable by any shareholder of JSC
UGK TGK-8 Holding the calculated number of shares to be held by such shareholder of JSC
UGK TGK-8 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;
- 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 YUGK TGK-8.
In case of issue of additional ordinary shares in OAO YUGK TGK-8 the number of ordinary
shares in OAO YUGK TGK-8 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO YUGK TGK-8 receivable by any shareholder of JSC UGK
TGK-8 Holding shall be a part of the integer determined by multiplying the number of ordinary
shares in OAO YUGK TGK-8 receivable by such shareholder in accordance with sub-paragraph
one of this paragraph (after round-off) by the ratio of the total number of ordinary shares in OAO
YUGK TGK-8 placed at the disposal of OAO YUGK TGK-8 during a takeover of JSC UGK
TGK-8 Holding and/or repurchased and/or acquired by OAO YUGK TGK-8 to the total number
of ordinary shares in OAO YUGK TGK-8 necessary to convert into them all ordinary and
preference shares in JSC UGK TGK-8 Holding. The number of ordinary shares in OAO YUGK
TGK-8 from among the additional shares receivable by any shareholder of JSC UGK TGK-8
Holding shall be determined as the difference between the number of ordinary shares in OAO
YUGK TGK-8 receivable by such shareholder in accordance with sub-paragraph one of this
paragraph (after round-off) and the number of shares in OAO YUGK TGK-8 from among the
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