MINUTES of the Extraordinary General Meeting of Shareholders

ound-off) by the ratio of the total number of ordinary shares in OAO TGK-10 placed at the
disposal of OAO TGK-10 during a takeover of JSC TGK-10 Holding and/or repurchased and/or
acquired by OAO TGK-10 to the total number of ordinary shares in OAO TGK-10 necessary to
convert into them all ordinary and preference shares in JSC TGK-10 Holding. The number of
ordinary shares in OAO TGK-10 from among the additional shares receivable by any shareholder
of JSC TGK-10 Holding shall be determined as the difference between the number of ordinary
shares in OAO TGK-10 receivable by such shareholder in accordance with sub-paragraph one of
this paragraph (after round-off) and the number of 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 such
shareholder.
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 TGK-10 Holding by OAO TGK-10 approved by this resolution on behalf of JSC TGK-10
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 31,753,622,747 95.0818%
Against 834,346,050 2.4983%
Abstained 120,378,555 0.3605%
The resolution was adopted.
For issue 48:
1. JSC TGK-11 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-11 (OGRN: 1055406226237) as provided for
by this resolution and the agreement for takeover of JSC TGK-11 Holding by OAO TGK-11.
2. The agreement for takeover of JSC TGK-11 Holding by OAO TGK-11 (Appendix 45) 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-11 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC TGK-11 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO TGK-11.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC TGK-11 Holding
into the shares in OAO TGK-11 shall be defined:
4.1. All shares in JSC TGK-11 Holding shall be converted into the shares in OAO TGK-11
placed at the disposal of OAO TGK-11 as a result of a takeover of JSC TGK-11 Holding, into the
shares acquired and/or repurchased by OAO TGK-11 and/or into the additional shares in OAO
TGK-11 (if the shares in OAO TGK-11 placed at the disposal of OAO TGK-11 as a result of a
takeover of JSC TGK-11 Holding, as well as the shares acquired and/or repurchased by OAO
TGK-11 are not enough to convert all shares in JSC TGK-11 Holding in accordance with the
approved conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-11 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-11 in accordance
with the Articles of Association of OAO TGK-11 and the laws of the Russian Federation.
4.3. Share conversion ratios:
0.1616458402794180 ordinary shares in JSC TGK-11 Holding shall be converted into 1
ordinary share in OAO TGK-11, each with a par value of 0.01 (one one-hundredths) rubles;
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