MINUTES of the Extraordinary General Meeting of Shareholders

enough to convert all shares in JSC OGK-3 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO OGK-3 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO OGK-3 in accordance
with the Articles of Association of OAO OGK-3 and the laws of the Russian Federation.
4.3. Share conversion ratios:
2.4306667608934900 ordinary shares in JSC OGK-3 Holding shall be converted into 1
ordinary share in OAO OGK-3, each with a par value of one (1) ruble;
2.6541458406786400 preference shares in JSC OGK-3 Holding shall be converted into 1
ordinary share in OAO OGK-3, each with a par value of one (1) ruble.
4.4. The number of ordinary shares in OAO OGK-3 receivable by each shareholder of JSC OGK-
3 Holding shall be calculated by dividing the number of a certain category of shares in JSC OGK-
3 Holding owned by such shareholder by the applicable conversion ratio.
If in the calculation of shares in OAO OGK-3 receivable by any shareholder of JSC OGK-3
Holding the calculated number of shares to be held by such shareholder of JSC OGK-3 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-3.
In case of issue of additional ordinary shares in OAO OGK-3 the number of ordinary shares in
OAO OGK-3 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO OGK-3 receivable by any shareholder of JSC OGK-3 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO OGK-3 receivable by
such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) by the
ratio of the total number of ordinary shares in OAO OGK-3 placed at the disposal of OAO OGK-
3 during a takeover of JSC OGK-3 Holding and/or repurchased and/or acquired by OAO OGK-3
to the total number of ordinary shares in OAO OGK-3 necessary to convert into them all ordinary
and preference shares in JSC OGK-3 Holding. The number of ordinary shares in OAO OGK-3
from among the additional shares receivable by any shareholder of JSC OGK-3 Holding shall be
determined as the difference between the number of ordinary shares in OAO OGK-3 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO OGK-3 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO OGK-3 receivable by such shareholder.
4.5. The shares in JSC OGK-3 Holding shall be recognized as converted into ordinary shares in
OAO OGK-3 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-3 Holding based on data from the JSC
OGK-3 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC OGK-3 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-3 Holding by OAO OGK-3 approved by this resolution on behalf of JSC OGK-3
Holding.
For issue 37:
1. JSC OGK-4 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO OGK-4 (OGRN: 1058602056985) as provided for
by this resolution and the agreement for takeover of JSC OGK-4 Holding by OAO OGK-4.
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