MINUTES of the Extraordinary General Meeting of Shareholders

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 Minoritarnii Holding GidroOGK.
For issue 34:
1. JSC OGK-1 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO OGK-1 (OGRN: 1057200597960) as provided for
by this resolution and the agreement for takeover of JSC OGK-1 Holding by OAO OGK-1.
2. The agreement for takeover of JSC OGK-1 Holding by OAO OGK-1 (Appendix 31) 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 OGK-1 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC OGK-1 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO OGK-1.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC OGK-1
Holding into the shares in OAO OGK-1 shall be defined:
4.1. All shares in JSC OGK-1 Holding shall be converted into the shares in OAO OGK-1 placed
at the disposal of OAO OGK-1 as a result of a takeover of JSC OGK-1 Holding, into the shares
acquired and/or repurchased by OAO OGK-1 and/or into the additional shares in OAO OGK-1 (if
the shares in OAO OGK-1 placed at the disposal of OAO OGK-1 as a result of a takeover of JSC
OGK-1 Holding, as well as the shares acquired and/or repurchased by OAO OGK-1 are not
enough to convert all shares in JSC OGK-1 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO OGK-1 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO OGK-1 in accordance
with the Articles of Association of OAO OGK-1 and the laws of the Russian Federation.
4.3. Share conversion ratios:
1.0394788264145200 ordinary shares in JSC OGK-1 Holding shall be converted into 1
ordinary share in OAO OGK-1 with the par value specified in paragraph 4.2 of the Articles of
Association of OAO OGK-1;
1.1350500397625200 preference shares in JSC OGK-1 Holding shall be converted into 1
ordinary share in OAO OGK-1 with the par value specified in paragraph 4.2 of the Articles of
Association of OAO OGK-1.
4.4. The number of ordinary shares in OAO OGK-1 receivable by each shareholder of JSC OGK-
1 Holding shall be calculated by dividing the number of a certain category of shares in JSC OGK-
1 Holding owned by such shareholder by the applicable conversion ratio.
If in the calculation of shares in OAO OGK-1 receivable by any shareholder of JSC OGK-1
Holding the calculated number of shares to be held by such shareholder of JSC OGK-1 Holding 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 OGK-1.
In case of issue of additional ordinary shares in OAO OGK-1 the number of ordinary shares in
OAO OGK-1 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO OGK-1 receivable by any shareholder of JSC OGK-1 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO OGK-1 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
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