MINUTES of the Extraordinary General Meeting of Shareholders

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2. Not later than November 25, 2007 RAO UES of Russia shall notify its creditors of the adoption of a resolution on reorganization through a takeover by sending notifications by registered mail and publish notice of reorganization of RAO UES of Russia in a periodical intended for the publication of data concerning the state registration of legal entities. 3. The creditors of RAO UES of Russia within thirty (30) days of the date on which the notice of the adopted resolution is published or within (30) days of the date on which notifications are sent thereto shall be entitled to claim in writing the termination or early performance of the respective obligations of RAO UES of Russia and reimbursement for their losses. Based on the claims received from creditors RAO UES of Russia shall prepare a register of satisfied and satisfiable creditors’ claims. 4. In accordance with paragraph 1 of article 75 of the Federal Law "On Joint-Stock Companies" the shareholders of RAO UES of Russia that vote against, while voting on the issue on the agenda of the Extraordinary General Meeting of RAO UES of Russia, or do not participate in voting on the above-mentioned issue shall be entitled to demand that RAO UES of Russia repurchase, in whole or in part, the shares owned by them in accordance with the procedure established in conformity with the requirements of laws of the Russian Federation by the Board of Directors of RAO UES of Russia in the notice of the upcoming Extraordinary General Meeting of RAO UES of Russia. The list of persons that vote against, while voting on this issue on the agenda of the Extraordinary General Meeting of RAO UES of Russia, or do not participate in voting on the above-mentioned issue shall be prepared by the registrar of RAO UES of Russia based on data from the list of persons entitled to participate in the General Meeting of Shareholders of RAO UES of Russia. 5. Shares shall be repurchased at a price determined by the Board of Directors of RAO UES of Russia in accordance with paragraph 3 of article 75 of the Federal Law "On Joint-Stock Companies". 6. The report on the results of submission of demands by the shareholders for the repurchase of shares owned by them shall be approved by the Board of Directors of RAO UES of Russia not later than December 15, 2007. 7. The agreement for takeover of RAO UES of Russia, JSC Gosudarstvennii Holding, JSC Minoritarnii Holding FGC UES, OAO Amurskaya Transmission Company, OAO Arkhangelsk Transmission Company, OAO Astrakhan Transmission Networks, OAO Belgorod Transmission Company, OAO Bryansk Transmission Company, OAO Vladimir Transmission Networks, OAO Volgograd Transmission Networks, OAO Vologda Transmission Networks, OAO Voronezh Transmission Company, OAO Daghestan Transmission Networks, OAO Ivanovo Transmission Networks, OAO Kaluga Transmission Company, OAO Karelian Transmission Networks, OAO Kirov Electricity Transmission Networks, OAO Kola Peninsula Transmission Networks, OAO Kostroma Transmission Networks, OAO Krasnoyarsk Transmission Networks, OAO Kuban Transmission Networks, OAO Kursk Transmission Networks, OAO Lipetsk Transmission Networks, OAO Rostovenergo Transmission Company, OAO Transmission Company, OAO Marij El Transmission Networks, OAO Mordovian Transmission Company, OAO Nizhni Novgorod Transmission Company, OAO Omsk Transmission Company, OAO Orenburg Electricity Transmission Networks, OAO Orel Transmission Company, OAO Penza Transmission Company, OAO Perm Transmission Company, OAO Saint Petersburg Transmission Networks, OAO Primorskaya Transmission Company, OAO Ryazan Transmission Networks, OAO Sverdlovsk Transmission Networks, OAO Smolensk Electricity Transmission Networks, OAO Tambov Transmission Company, OAO Tver Transmission Networks, OAO Tomsk Transmission Networks, OAO Tula Transmission Company, OAO Tyumen Transmission Company, OAO Udmurtian Transmission Networks, OAO Khabarovsk Transmission Company, OAO Khakassian Transmission Company, OAO Chelyabinsk Electricity Transmission Networks, OAO Chuvashian Transmission Networks, OAO Yakutian Transmission Company, OAO Yaroslavl Transmission Networks, OAO Buryatian Electricity Transmission Networks, OAO Chita Transmission Networks, OAO Samara Transmission Company, OAO Saratov Transmission 152
Company, OAO Kurgan Transmission Company, OAO Electricity Transmission Network of the Komi Republic, OAO Kuzbassenergo Electricity Transmission Networks, OAO Ulyanovsk Transmission Networks, OAO Tuva Transmission Company, OAO South ITC, OAO Urals ITC, OAO Siberia ITC, OAO Northwest ITC, OAO East ITC, OAO Volga ITC, OAO Center ITC by OAO FGC UES (Appendix 29) shall be approved. 8. The deed of delivery of RAO UES of Russia to be reorganized through its takeover by OAO FGC UES (Appendix B) shall be approved. 9. The following procedure and conditions for the conversion of shares in RAO UES of Russia into the shares in OAO FGC UES shall be defined: 9.1. All shares in RAO UES of Russia shall be converted into the additional ordinary shares in OAO FGC UES. 9.2. If RAO UES of Russia is taken over by OAO FGC UES along with JSC Gosudarstvennii Holding, all shares in RAO UES of Russia shall be converted into the additional ordinary shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a takeover of JSC Gosudarstvennii Holding and RAO UES of Russia. If in the calculation of shares in OAO FGC UES receivable by any shareholder of RAO UES of Russia as a result of conversion the calculated number of shares to be held by such shareholder of RAO UES of Russia 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 additionally issued shares are receivable by any shareholder, such shareholder shall receive one share in OAO FGC UES from among those placed at the disposal of OAO FGC UES. The shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a takeover of RAO UES of Russia and JSC Gosudarstvennii Holding (and as a result of a takeover of any other target companies if such other companies are taken over together) which OAO FGC UES will still have at its disposal after the conversion of shares in RAO UES of Russia (and after the conversion of shares in any other target companies if such other companies are taken over together) shall be canceled. 9.3. If RAO UES of Russia is not taken over by OAO FGC UES along with JSC Gosudarstvennii Holding, all shares in RAO UES of Russia shall be converted into the additional ordinary shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a takeover of RAO UES of Russia and into the additional ordinary shares in OAO FGC UES. In this case the number of ordinary shares in OAO FGC UES receivable by each shareholder of RAO UES of Russia shall be calculated by dividing the number of a certain category of shares in RAO UES of Russia owned by such shareholder by the applicable conversion ratio. If in the calculation of shares in OAO FGC UES receivable by any shareholder of RAO UES of Russia the calculated number of shares to be held by such shareholder of RAO UES of Russia 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 FGC UES. The number of ordinary shares in OAO FGC UES from among the shares placed at the disposal of OAO FGC UES receivable by any shareholder of RAO UES of Russia shall be a part of the integer determined by multiplying the number of ordinary shares in OAO FGC UES 153
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MINUTES of the Extraordinary Genera
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27. Election of the Board of Direct
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well as by means of their acquisiti
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- JSC RAO Energy System of East loc
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3.3.2.9. One (1) ordinary share in
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MADAKE ENTERPRISES COMPANY LIMITED
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off, or Abstains, while voting on t
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voting on this issue, upon the cond
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3.3.10.1. The shares in JSC Sibener
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3.3.1, 3.3.3 and 3.3.11 of this res
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Russia through a spin-off, or Absta
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PS1 - 100 preference shares in RAO
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Z2 - the number of preference share
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while voting on the issue of reorga
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P1 - the number of ordinary shares
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P2 - the number of preference share
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this resolution it does not reduce
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the number of shares in RAO UES of
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The Board of Directors of JSC OGK-1
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person performing the functions of
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3.31. Aleksander Ivanovich Kazakov,
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Department of the Corporate Center
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RAO UES of Russia 2 Nikolai Aleksey
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Department of the Corporate Center
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Corporate Governance and Shareholde
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3.60. It shall be specified that th
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11. OAO Moscow Central Depositary l
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3.80. The Articles of Association o
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No. Candidate’s Full Name and Pos
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11. 12. 13. 14. 15. Dmitry Aleksand
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Number of votes cast for each candi
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5. Yanina Anatolyevna Denisenko - H
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8. Vladimir Yevgenyevich Avetisyan
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Abstained (for all candidates): 28,
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11. Yury Vitalyevich Loginov - Chie
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4. Maxim Aleksandrovich Yeremeyev -
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12. Aleksei Romanovich Kachai - Dep
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Fifteen candidates receiving the la
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4 Dmitry Anatolyevich Tuzov - Advis
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10 Oleg Vladimirovich Yevseyenkov -
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general meeting for this issue on t
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9. Vladimir Yevgenyevich Avetisyan
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% of the total number of cumulative
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5 Grigory Mikhailovich Kharenko - S
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14 Madina Mukharbiyevna Suyunova -
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6. Sergey Olegovich Erdenko - Chief
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13. Maxim Nikolayevich Bunyakin - C
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13. Yan Aleksandrovich Zuyev - Chie
Page 101 and 102: 13. Andrei Natanovich Rappoport - M
Page 103 and 104: 14. Vyacheslav Mikhailovich Kravche
Page 105 and 106: 17. Ilya Arturovich Yuzhanov - Memb
Page 107 and 108: 7. Yury Bronislavovich Yukhnevich -
Page 109 and 110: 14 Igor Alikovich Zenyukov - Deputy
Page 111 and 112: 29. Igor Nikolayevich Nekrasov - Ma
Page 113 and 114: 8. Dmitry Aleksandrovich Burnashev
Page 115 and 116: 0.2931464676179060 ordinary shares
Page 117 and 118: Additional ordinary shares in OAO H
Page 119 and 120: - if the period is followed by any
Page 121 and 122: 4.3. If JSC Minoritarnii Holding Gi
Page 123 and 124: a fraction, the fractional part of
Page 125 and 126: Entities about the termination of o
Page 127 and 128: Russia will be a deed of delivery f
Page 131 and 132: JSC TGK-1 Holding by OAO TGK-1 appr
Page 133 and 134: 4. The following procedure and cond
Page 137 and 138: entitled to participate in the gene
Page 139 and 140: of Russia will be a deed of deliver
Page 141 and 142: 4.4. The number of ordinary shares
Page 143 and 144: ound-off) by the ratio of the total
Page 145 and 146: 1. JSC Kuzbassenergo Holding to be
Page 147 and 148: Russia will be a deed of delivery f
Page 149 and 150: shares acquired and/or repurchased
Page 151: Inter RAO UES Holding is a fraction
Page 155 and 156: Holding GidroOGK, JSC OGK-1 Holding
Page 157 and 158: RAO Energy System of East, JSC Cent
Page 159 and 160: PS1 - 100 preference shares in RAO
Page 161 and 162: 3.3.8.2.1. One (1) ordinary share i
Page 163 and 164: Russia through a spin-off, or Absta
Page 165 and 166: NORILSK NICKEL owns less than 1,016
Page 167 and 168: OS3 - 416,590,290 ordinary shares i
Page 169 and 170: OS2 - 1,016,370,000 ordinary shares
Page 171 and 172: Where: OS1 - 4,522,879,000 ordinary
Page 173 and 174: PS2 - 500,000,000 preference shares
Page 175 and 176: RAO UES of Russia through a spin-of
Page 177 and 178: 3.3.24. The shares in JSC Sibenergy
Page 179 and 180: Z2 - the number of preference share
Page 181 and 182: Minoritarnii Holding FGC UES, shall
Page 183 and 184: 3.23. Oleg Vladimirovich Yevseyenko
Page 185 and 186: The Board of Directors of JSC Inter
Page 187 and 188: of RAO UES of Russia 4 Lyudmila Rom
Page 189 and 190: 3.49. It shall be specified that th
Page 191 and 192: 2 Nikolai Alekseyevich Grishaev, He
Page 193 and 194: 3.64. The register of owners of iss
Page 195 and 196: 3.77. The Articles of Association o
Page 197 and 198: 15. Vladimir Danilovich Flegontov F
Page 199 and 200: 2. Igor Nikolayevich Repin 3. Maxim
Page 201 and 202: 10. Dmitry Eduardovich Selyutin 11.
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For issue 20: The Board of Director
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4. Mikhail Ivanovich Buyanov 5. Vik
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Transmission Networks, OAO Kursk Tr
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fractional part of the quantity of
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In this case the number of ordinary
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converted into the additional ordin
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atio of the total number of ordinar
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enough to convert all shares in JSC
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4.5. The shares in JSC OGK-4 Holdin
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4.4. The number of ordinary shares
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1. JSC Mosenergo Holding to be esta
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- if the period is followed by any
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The deed of delivery (Appendix A) s
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3. It shall be specified that the s
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- if as a result of round-off no sh
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ased on data from the JSC Kuzbassen
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3. It shall be specified that the s
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ordinary shares in OAO FGC UES plac
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MINUTES of the Extraordinary General Meeting of Shareholders

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