MINUTES of the Extraordinary General Meeting of Shareholders

2. The agreement for takeover of JSC TGK-10 Holding by OAO TGK-10 (Appendix 44) 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 TGK-10 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC TGK-10 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO TGK-10.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC TGK-10
Holding into the shares in OAO TGK-10 shall be defined:
4.1. All shares in JSC TGK-10 Holding shall be converted into the shares in OAO TGK-10
placed at the disposal of OAO TGK-10 as a result of a takeover of JSC TGK-10 Holding, into the
shares acquired and/or repurchased by OAO TGK-10 and/or into the additional shares in OAO
TGK-10 (if the shares in OAO TGK-10 placed at the disposal of OAO TGK-10 as a result of a
takeover of JSC TGK-10 Holding, as well as the shares acquired and/or repurchased by OAO
TGK-10 are not enough to convert all shares in JSC TGK-10 Holding in accordance with the
approved conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-10 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-10 in accordance
with the Articles of Association of OAO TGK-10 and the laws of the Russian Federation.
4.3. Share conversion ratios:
112.8506097943880000 ordinary shares in JSC TGK-10 Holding shall be converted into 1
ordinary share in OAO TGK-10, each with a par value of 1.66 (one and sixty-six one-hundredths)
rubles;
123.2262609678840000 preference shares in JSC TGK-10 Holding shall be converted
into 1 ordinary share in OAO TGK-10, each with a par value of 1.66 (one and sixty-six onehundredths)
rubles.
If prior to the date of placement of shares in JSC TGK-10 Holding, the shares in OAO TGK-
10 are split through an increase in the par value of one ordinary share in OAO TGK-10 from 1.66
(one and sixty-six one-hundredths) rubles to 0.01 (one one-hundredths) rubles, conversion ratios
shall be as follows:
0,6798229490978070 ordinary shares in JSC TGK-10 Holding shall be converted into 1
ordinary share in OAO TGK-10, each with a par value of 0.01 (one one-hundredths) rubles;
0,7423268716944830 preference shares in JSC TGK-10 Holding shall be converted into 1
ordinary share in OAO TGK-10, each with a par value of 0.01 (one one-hundredths) rubles.
4.4. The number of ordinary shares in OAO TGK-10 receivable by each shareholder of JSC
TGK-10 Holding shall be calculated by dividing the number of a certain category of shares in
JSC TGK-10 Holding owned by such shareholder by the applicable conversion ratio.
If in the calculation of shares in OAO TGK-10 receivable by any shareholder of JSC TGK-10
Holding the calculated number of shares to be held by such shareholder of JSC TGK-10 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 TGK-10.
In case of issue of additional ordinary shares in OAO TGK-10 the number of ordinary shares
in OAO TGK-10 from among the shares placed at the disposal of and/or repurchased and/or
acquired by OAO TGK-10 receivable by any shareholder of JSC TGK-10 Holding shall be a part
of the integer determined by multiplying the number of ordinary shares in OAO TGK-10
receivable by such shareholder in accordance with sub-paragraph one of this paragraph (after
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