MINUTES of the Extraordinary General Meeting of Shareholders

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
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.
3. It shall be specified that the separation balance sheet of RAO UES of Russia containing the
provisions on the appointment of JSC Minoritarnii Holding FGC UES as the legal successor to
RAO UES of Russia will be a deed of delivery for JSC Minoritarnii Holding FGC UES under
which the rights and duties of RAO UES of Russia transfer to OAO FGC UES.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Minoritarnii
Holding FGC UES into the shares in OAO FGC UES shall be defined:
4.1. All shares in JSC Minoritarnii Holding FGC UES shall be converted into the additional
ordinary shares in OAO FGC UES.
4.2. If JSC Minoritarnii Holding FGC UES is taken over by OAO FGC UES along with JSC
Gosudarstvennii Holding (or along with JSC Gosudarstvennii Holding and any other target
companies), all shares in JSC Minoritarnii Holding FGC UES 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 JSC Minoritarnii Holding FGC UES (and/or as
a result of a takeover of any other target companies if such other companies are taken over
together).
If in the calculation of shares in OAO FGC UES receivable by any shareholder of JSC
Minoritarnii Holding FGC UES as a result of conversion the calculated number of shares to be
held by such shareholder of JSC Minoritarnii Holding FGC UES 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 from among the shares 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 JSC Minoritarnii Holding FGC UES and JSC Gosudarstvennii Holding (and/or 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
JSC Minoritarnii Holding FGC UES (and after the conversion of shares in any other target
companies if such other companies are taken over together) shall be canceled.
4.3. If JSC Minoritarnii Holding FGC UES is not taken over by OAO FGC UES along with JSC
Gosudarstvennii Holding, all shares in JSC Minoritarnii Holding FGC UES 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 Minoritarnii Holding FGC UES and into the additional ordinary
shares in OAO FGC UES.
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