MINUTES of the Extraordinary General Meeting of Shareholders

shares placed at the disposal of and/or repurchased and/or acquired by OAO YUGK TGK-8
receivable by such shareholder.
4.5. The shares in JSC UGK TGK-8 Holding shall be recognized as converted into ordinary
shares in OAO YUGK TGK-8 on the day on which an entry is made into the Unified State
Register of Legal Entities about the termination of operation of JSC UGK TGK-8 Holding based
on data from the JSC UGK TGK-8 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC UGK TGK-8 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 UGK TGK-8 Holding by OAO YUGK TGK-8 approved by this resolution on behalf of JSC
UGK TGK-8 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 31,713,752,731 94.9624%
Against 848,412,505 2.5405%
Abstained 120,610,078 0.3611%
The resolution was adopted.
For issue 46:
1. JSC TGK-9 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-9 (OGRN: 1045900550024) as provided for by
this resolution and the agreement for takeover of JSC TGK-9 Holding by OAO TGK-9.
10. The agreement for takeover of JSC TGK-9 Holding by OAO TGK-9 (Appendix 43) shall
be approved.
11. It shall be specified that the separation balance sheet of RAO UES of Russia containing
the provisions on the appointment of JSC TGK-9 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC TGK-9 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO TGK-9.
The deed of delivery (Appendix A) shall be approved.
12. The following procedure and conditions for the conversion of shares in JSC TGK-9
Holding into the shares in OAO TGK-9 shall be defined:
4.1. All shares in JSC TGK-9 Holding shall be converted into the shares in OAO TGK-9 placed at
the disposal of OAO TGK-9 as a result of a takeover of JSC TGK-9 Holding, into the shares
acquired and/or repurchased by OAO TGK-9 and/or into the additional shares in OAO TGK-9 (if
the shares in OAO TGK-9 placed at the disposal of OAO TGK-9 as a result of a takeover of JSC
TGK-9 Holding, as well as the shares acquired and/or repurchased by OAO TGK-9 are not
enough to convert all shares in JSC TGK-9 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-9 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-9 in accordance
with the Articles of Association of OAO TGK-9 and the laws of the Russian Federation.
4.3. Share conversion ratios:
0.0148511789603174 ordinary shares in JSC TGK-9 Holding shall be converted into 1
ordinary share in OAO TGK-9, each with a par value of 0.003 (three one-thousandths) rubles;
0.0162166182139303 preference shares in JSC TGK-9 Holding shall be converted into 1
ordinary share in OAO TGK-9, each with a par value of 0.003 (three one-thousandths) rubles.
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