MINUTES of the Extraordinary General Meeting of Shareholders

eceivable by such shareholder in accordance with sub-paragraph two of this paragraph (after
round-off) by the ratio of the total number of ordinary shares in OAO FGC UES placed at the
disposal of OAO FGC UES to the total number of ordinary shares in OAO FGC UES necessary
to convert into them all ordinary and preference shares in RAO UES of Russia.
The number of ordinary shares in OAO FGC UES from among the additional shares
receivable by any shareholder of RAO UES of Russia shall be determined as the difference
between the number of ordinary shares in OAO FGC UES receivable by such shareholder in
accordance with sub-paragraph two of this paragraph (after round-off) and the number of shares
in OAO FGC UES from among the shares placed at the disposal of OAO FGC UES receivable by
such shareholder.
The shares in OAO FGC UES placed at the disposal of OAO FGC UES remaining after
conversion shall be canceled.
10. Share conversion ratios:
0.4413044122847170 ordinary shares in RAO UES of Russia shall be converted into 1
ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles;
0.4818785895225160 A preference shares in RAO UES of Russia shall be converted into
1 ordinary share in OAO FGC UES, each with a par value of 0.5 (five-tenths) rubles.
11. The shares in RAO UES of Russia shall be recognized as converted into ordinary shares in
OAO FGC UES on the day on which an entry is made into the Unified State Register of
Legal Entities about the termination of operation of RAO UES of Russia based on data
from the RAO UES of Russia Shareholder Register on the above-mentioned date.
12. The shares in RAO UES of Russia to be converted shall be canceled upon conversion.
13. For the purposes of implementation of this resolution the completion of reorganization of
RAO UES of Russia through its takeover by OAO FGC UES shall be allowed not earlier than the
completion of reorganization of RAO UES of Russia through a spin-off of JSC Gosudarstvennii
Holding, JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii Holding FGC UES, JSC
Minoritarnii Holding GidroOGK, JSC OGK-1 Holding, JSC OGK-2 Holding, JSC OGK-3
Holding, JSC OGK-4 Holding, JSC OGK-6 Holding, JSC TGK-1 Holding, JSC TGK-2 Holding,
JSC Mosenergo Holding, JSC TGK-4 Holding, JSC TGK-6 Holding, JSC Voljskaya TGK
Holding, JSC UGK TGK-8 Holding, JSC TGK-9 Holding, JSC TGK-10 Holding, JSC TGK-11
Holding, JSC Kuzbassenergo Holding, JSC Enisei TGK Holding, JSC TGK-14 Holding, JSC
Inter RAO UES Holding, JSC Holding MRSK, JSC RAO Energy System of East, JSC
Centerenergyholding, JSC Sibenergyholding, JSC Intergeneration.
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 31,760,004,541 95.1009%
Against 837,427,486 2.5076%
Abstained 118,029,088 0.3534%
The resolution was adopted.
For issue 1:
WORDINGS OF RESOLUTIONS ADOPTED BY THE MEETING:
1. RAO UES of Russia shall be reorganized through a spin-off of JSC Gosudarstvennii Holding,
JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii Holding FGC UES, JSC Minoritarnii
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