MINUTES of the Extraordinary General Meeting of Shareholders

1. JSC Kuzbassenergo Holding to be established through the reorganization of RAO UES of
Russia shall be reorganized through its takeover by OAO Kuzbassenergo (OGRN:
1024200678260) as provided for by this resolution and the agreement for takeover of JSC
Kuzbassenergo Holding by OAO Kuzbassenergo.
2. The agreement for takeover of JSC Kuzbassenergo Holding by OAO Kuzbassenergo
(Appendix 46) 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 Kuzbassenergo Holding as the legal successor to RAO
UES of Russia will be a deed of delivery for JSC Kuzbassenergo Holding under which the rights
and duties of RAO UES of Russia transfer to OAO Kuzbassenergo.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Kuzbassenergo
Holding into the shares in OAO Kuzbassenergo shall be defined:
4.1. All shares in JSC Kuzbassenergo Holding shall be converted into the shares in OAO
Kuzbassenergo placed at the disposal of OAO Kuzbassenergo as a result of a takeover of JSC
Kuzbassenergo Holding, into the shares acquired and/or repurchased by OAO Kuzbassenergo
and/or into the additional shares in OAO Kuzbassenergo (if the shares in OAO Kuzbassenergo
placed at the disposal of OAO Kuzbassenergo as a result of a takeover of JSC Kuzbassenergo
Holding, as well as the shares acquired and/or repurchased by OAO Kuzbassenergo are not
enough to convert all shares in JSC Kuzbassenergo Holding in accordance with the approved
conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO Kuzbassenergo they shall provide to
the shareholders the same rights as the outstanding ordinary shares in OAO Kuzbassenergo in
accordance with the Articles of Association of OAO Kuzbassenergo and the laws of the Russian
Federation.
4.3. Share conversion ratios:
143.0401832908600000 ordinary shares in JSC Kuzbassenergo Holding shall be
converted into 1 ordinary share in OAO Kuzbassenergo, each with a par value of one (1.00)
ruble;
156.1915082887740000 preference shares in JSC Kuzbassenergo Holding shall be
converted into 1 ordinary share in OAO Kuzbassenergo, each with a par value of one (1.00) ruble.
If prior to the date of placement of shares in JSC Kuzbassenergo Holding, the shares in OAO
Kuzbassenergo are split through an increase in the par value of one ordinary share in OAO
Kuzbassenergo from one (1.00) ruble to 0.01 (one one-hundredths) rubles, conversion ratios shall
be as follows:
1.4304018329086000 ordinary shares in JSC Kuzbassenergo Holding shall be converted
into 1 ordinary share in OAO Kuzbassenergo, each with a par value of 0.01 (one one-hundredths)
rubles;
1.5619150828877400 preference shares in JSC Kuzbassenergo Holding shall be converted
into 1 ordinary share in OAO Kuzbassenergo, each with a par value of 0.01 (one one-hundredths)
rubles.
4.4. The number of ordinary shares in OAO Kuzbassenergo receivable by each shareholder of
JSC Kuzbassenergo Holding shall be calculated by dividing the number of a certain category of
shares in JSC Kuzbassenergo Holding owned by such shareholder by the applicable conversion
ratio.
If in the calculation of shares in OAO Kuzbassenergo receivable by any shareholder of JSC
Kuzbassenergo Holding the calculated number of shares to be held by such shareholder of JSC
Kuzbassenergo 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;
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