MINUTES of the Extraordinary General Meeting of Shareholders

atio of the total number of ordinary shares in OAO OGK-1 placed at the disposal of OAO OGK-
1 during a takeover of JSC OGK-1 Holding and/or repurchased and/or acquired by OAO OGK-1
to the total number of ordinary shares in OAO OGK-1 necessary to convert into them all ordinary
and preference shares in JSC OGK-1 Holding. The number of ordinary shares in OAO OGK-1
from among the additional shares receivable by any shareholder of JSC OGK-1 Holding shall be
determined as the difference between 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) and
the number of 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 such shareholder.
4.5. The shares in JSC OGK-1 Holding shall be recognized as converted into ordinary shares in
OAO OGK-1 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC OGK-1 Holding based on data from the JSC
OGK-1 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC OGK-1 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 agreement for takeover
of JSC OGK-1 Holding by OAO OGK-1 approved by this resolution on behalf of JSC OGK-1
Holding.
For issue 35:
1. JSC OGK-2 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO OGK-2 (OGRN: 1052600002180) as provided for
by this resolution and the agreement for takeover of JSC OGK-2 Holding by OAO OGK-2.
2. The agreement for takeover of JSC OGK-2 Holding by OAO OGK-2 (Appendix 32) 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-2 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC OGK-2 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO OGK-2.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC OGK-2 Holding
into the shares in OAO OGK-2 shall be defined:
4.1. All shares in JSC OGK-2 Holding shall be converted into the shares in OAO OGK-2 placed
at the disposal of OAO OGK-2 as a result of a takeover of JSC OGK-2 Holding, into the shares
acquired and/or repurchased by OAO OGK-2 and/or into the additional shares in OAO OGK-2 (if
the shares in OAO OGK-2 placed at the disposal of OAO OGK-2 as a result of a takeover of JSC
OGK-2 Holding, as well as the shares acquired and/or repurchased by OAO OGK-2 are not
enough to convert all shares in JSC OGK-2 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO OGK-2 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO OGK-2 in accordance
with the Articles of Association of OAO OGK-2 and the laws of the Russian Federation.
4.3. Share conversion ratios:
1.9968026531294900 ordinary shares in JSC OGK-2 Holding shall be converted into 1
ordinary share in OAO OGK-2, each with a par value of 0.3627 (three-thousand, six-hundred and
twenty-seven ten-thousandths) rubles;
2.1803916282261300 preference shares in JSC OGK-2 Holding shall be converted into 1
ordinary share in OAO OGK-2, each with a par value of 0.3627 (three-thousand, six-hundred and
twenty-seven ten-thousandths) rubles.
4.4. The number of ordinary shares in OAO OGK-2 receivable by each shareholder of JSC OGK-
2 Holding shall be calculated by dividing the number of a certain category of shares in JSC OGK-
2 Holding owned by such shareholder by the applicable conversion ratio.
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