MINUTES of the Extraordinary General Meeting of Shareholders

Russia will be a deed of delivery for JSC Enisei TGK Holding under which the rights and duties
of RAO UES of Russia transfer to OAO Yeniseiskaya TGK (TGK-13).
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Enisei TGK
Holding into the shares in OAO Yeniseiskaya TGK (TGK-13) shall be defined:
4.1. All shares in JSC Enisei TGK Holding shall be converted into the shares in OAO
Yeniseiskaya TGK (TGK-13) received by OAO Yeniseiskaya TGK (TGK-13) as a result of a
takeover of JSC Enisei TGK Holding, into the shares acquired and/or repurchased by OAO
Yeniseiskaya TGK (TGK-13) and/or into the additional shares in OAO Yeniseiskaya TGK
(TGK-13) (if the shares in OAO Yeniseiskaya TGK (TGK-13) placed at the disposal of OAO
Yeniseiskaya TGK (TGK-13) as a result of a takeover of JSC Enisei TGK Holding, as well as the
shares acquired and/or repurchased by OAO Yeniseiskaya TGK (TGK-13) are not enough to
convert all shares in JSC Enisei TGK Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO Yeniseiskaya TGK (TGK-13) they
shall provide to the shareholders the same rights as the outstanding ordinary shares in OAO
Yeniseiskaya TGK (TGK-13) in accordance with the Articles of Association of OAO
Yeniseiskaya TGK (TGK-13) and the laws of the Russian Federation.
4.3. Share conversion ratios:
13138.9421196598000000 ordinary shares in JSC Enisei TGK Holding shall be converted
into 1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 226.42
(two-hundred and twenty-six and forty-two one-hundredths) rubles;
14346.9557978378000000 preference shares in JSC Enisei TGK Holding shall be
converted into 1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of
226.42 (two-hundred and twenty-six and forty-two one-hundredths) rubles.
If prior to the date of placement of shares in JSC Enisei TGK Holding the shares are split
OAO Yeniseiskaya TGK (TGK-13) through an increase in the par value of one ordinary share in
OAO Yeniseiskaya TGK (TGK-13) from 226.42 (two-hundred and twenty-six and forty-two onehundredths)
to 0.01 (one one-hundredths) rubles, conversion ratios shall be as follows:
0.5802907039863900 ordinary shares in JSC Enisei TGK Holding shall be converted into
1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 0.01 (one onehundredths)
rubles;
0.6336434854623160 preference shares in JSC Enisei TGK Holding shall be converted
into 1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 0.01 (one
one-hundredths) rubles.
4.4. The number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) receivable by each
shareholder of JSC Enisei TGK (TGK-13) Holding shall be calculated by dividing the number of
a certain category of shares in JSC Enisei TGK (TGK-13) Holding owned by such shareholder by
the applicable conversion ratio.
If in the calculation of shares in OAO Yeniseiskaya TGK (TGK-13) receivable by any
shareholder of JSC Enisei TGK (TGK-13) Holding the calculated number of shares to be held by
such shareholder of JSC Enisei TGK (TGK-13) 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 Yeniseiskaya TGK (TGK-13).
In case of issue of additional ordinary shares in OAO Yeniseiskaya TGK (TGK-13) the
number of ordinary shares in OAO Yeniseiskaya TGK (TGK-13) from among the shares placed
at the disposal of and/or repurchased and/or acquired by OAO Yeniseiskaya TGK (TGK-13)
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