MINUTES of the Extraordinary General Meeting of Shareholders

3.3.31. The list of shareholders of RAO UES of Russia that vote Against or do not participate in
voting on the issue of reorganization of RAO UES of Russia through a spin-off shall be
prepared based on data from the list of persons entitled to participate in the extraordinary
General Meeting of RAO UES of Russia of October 26, 2007.
3.3.32. If the applicable laws specify that the shares in the joint-stock companies to be established
during the reorganization shall be allocated to the shareholders that do not participate in
voting on the issues of reorganization of RAO UES of Russia through a spin-off (issue
No. 1 on the agenda) in accordance with the same procedure as applying to the
shareholders that vote "For" the resolution on reorganization, the shares in spun-off
companies shall be placed with such shareholders in accordance with paragraphs 3.3.1,
3.3.3, 3.3.8.2, 3.3.9.2, 3.3.10.2, 3.3.8.3, 3.3.9.3, 3.3.10.3, 3.3.11.2, 3.3.12.2 and 3.3.13.2 of
this resolution.
3.4. All shares in the companies to be established which remain unallocated among the
shareholders of RAO UES of Russia in accordance with paragraph 3.3 of this resolution shall
be deemed to have been acquired by RAO UES of Russia.
3.5. The authorized capitals of the companies to be established shall be formed out of incremental
capital and the retained earnings of RAO UES of Russia for prior years.
3.6. Shares in the companies to be established shall be deemed to have been placed (allocated
among the shareholders of RAO UES of Russia, acquired by RAO UES of Russia) on the day
of state registration of the companies established as a result of reorganization based on the list
of persons prepared based on data from the RAO UES of Russia Shareholder Register on the
date determined by the Board of Directors of RAO UES of Russia not later than fifteen (15)
business days prior to this date.
For the preparation of the list of persons specified in this paragraph the nominee
shareholders of RAO UES of Russia, including nominee shareholders that opened an
account with nominee shareholders, shall provide, upon request from the registrar of RAO
UES of Russia, data on persons for whose benefit they own shares. The above-mentioned
data may be clarified by nominee holders.
3.7. The separation balance sheet (Appendix A) shall be approved.
3.8. Andrei Natanovich Rappoport, member of the Management Board of RAO UES of Russia,
Managing Director of the "Grids" Business Unit, shall be appointed to perform the functions
of the sole executive body of JSC Gosudarstvennii Holding;
The Board of Directors of JSC Gosudarstvennii Holding, simultaneously with the
adoption of a resolution on the approval of a resolution on the issue of shares in JSC
Gosudarstvennii Holding, shall be entitled to terminate the authority of the person
performing the functions of the sole executive body of JSC Gosudarstvennii Holding and
appoint any other individual to perform the functions of the sole executive body of JSC
Gosudarstvennii Holding.
3.9. Dmitry Sergeyevich Akhanov, Head of the Center for Reform Project Implementation of the
Reform Management Center of RAO UES of Russia, shall be appointed to perform the
functions of the sole executive body of JSC Gosudarstvennii Holding GidroOGK;
The Board of Directors of JSC Gosudarstvennii Holding GidroOGK, simultaneously
with the adoption of a resolution on the approval of a resolution on the issue of shares in
JSC Gosudarstvennii Holding GidroOGK, shall be entitled to terminate the authority of
the person performing the functions of the sole executive body of JSC Gosudarstvennii
Holding GidroOGK and appoint any other individual to perform the functions of the sole
executive body of JSC Gosudarstvennii Holding GidroOGK.
3.10. Andrei Natanovich Rappoport, member of the Management Board of RAO UES of Russia,
Managing Director of the "Grids" Business Unit, shall be appointed to perform the functions
of the sole executive body of JSC Minoritarnii Holding FGC UES;
The Board of Directors of JSC Minoritarnii Holding FGC UES, simultaneously with
the adoption of a resolution on the approval of a resolution on the issue of shares in JSC
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