MINUTES of the Extraordinary General Meeting of Shareholders

FGC UES as a result of a takeover of JSC Gosudarstvennii Holding may be used for the purposes
of converting into them the shares in such other target companies. The shares in OAO FGC UES
placed at the disposal of OAO FGC UES as a result of a takeover of JSC Gosudarstvennii
Holding which OAO FGC UES will still have at its disposal after the conversion of shares in such
other target companies shall be canceled.
Additional ordinary shares in OAO FGC UES shall provide to the shareholders the same
rights as the outstanding ordinary shares in OAO FGC UES in accordance with the Articles of
Association of OAO FGC UES and the laws of the Russian Federation.
4.4. The shares in JSC Gosudarstvennii Holding 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 JSC Gosudarstvennii Holding based on data
from the JSC Gosudarstvennii Holding Shareholder Register on the above-mentioned date.
4.5. The shares in JSC Gosudarstvennii Holding to be converted shall be canceled upon
conversion.
5. Yakov Moiseyevich Urinson, Deputy Chairman of the Management Board of RAO UES of
Russia, shall be appointed as the person holding the right to sign the takeover agreement
approved by this resolution on behalf of JSC Gosudarstvennii Holding.
For issue 31:
1. JSC Gosudarstvennii Holding GidroOGK to be established through the reorganization of RAO
UES of Russia shall be reorganized through its takeover by OAO HydroOGK (OGRN:
1042401810494) as provided for by this resolution and the takeover agreement approved by this
resolution.
2. The agreement for takeover of JSC Gosudarstvennii Holding GidroOGK, JSC Minoritarnii
Holding GidroOGK, OAO Bureyskaya HPP, OAO Votkinskaya HPP, OAO Zagorskaya PSPP,
OAO Zeyskaya HPP, OAO Kabardino-Balkarian Hydro Generation Company, OAO VVHPP
Cascade, OAO NChHPP Cascade, OAO Nizhegorodskaya HPP, OAO North-Ossetian HGC,
OAO Sulakenergo, OAO P. S. Neporozhny SShHPP, OAO Volzhskaya HPP, OAO
Zhigulevskaya HPP, OAO Irganayskaya HPP, OAO Zelenchukskie HPPs, OAO Daghestan
Regional Generation Company, OAO Kamskaya HPP, OAO KabbalkHPP, OAO Saratovskaya
HPP, OAO Stavropol Power Generation Company, OAO Cheboksarskaya HPP, ZAO EOZ by
OAO HydroOGK (Appendix 30) 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 Gosudarstvennii Holding GidroOGK as the legal successor
to RAO UES of Russia will be a deed of delivery for JSC Gosudarstvennii Holding GidroOGK
under which the rights and duties of RAO UES of Russia transfer to OAO HydroOGK.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Gosudarstvennii
Holding GidroOGK into the shares in OAO HydroOGK shall be defined:
4.1. All shares in JSC Gosudarstvennii Holding GidroOGK shall be converted into the additional
ordinary shares in OAO HydroOGK.
4.2. Additional ordinary shares in OAO HydroOGK shall provide to the shareholders the same
rights as the outstanding ordinary shares in OAO HydroOGK in accordance with the Articles of
Association of OAO HydroOGK and the laws of the Russian Federation.
4.3. Share conversion ratios:
1.5553208073403300 ordinary shares in JSC Gosudarstvennii Holding GidroOGK shall be
converted into 1 ordinary share in OAO HydroOGK, each with a par value of one (1) ruble;
1.6983192917016000 preference shares in JSC Gosudarstvennii Holding GidroOGK shall be
converted into 1 ordinary share in OAO HydroOGK, each with a par value of one (1) ruble.
If in the calculation of shares in OAO HydroOGK receivable by any shareholder of JSC
Gosudarstvennii Holding GidroOGK as a result of conversion the calculated number of shares to
be held by such shareholder of JSC Gosudarstvennii Holding GidroOGK is a fraction, the
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