MINUTES of the Extraordinary General Meeting of Shareholders

2. The agreement for takeover of JSC OGK-4 Holding by OAO OGK-4 (Appendix 34) 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-4 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC OGK-4 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO OGK-4.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC OGK-4 Holding
into the shares in OAO OGK-4 shall be defined:
4.1. All shares in JSC OGK-4 Holding shall be converted into the shares in OAO OGK-4 placed
at the disposal of OAO OGK-4 as a result of a takeover of JSC OGK-4 Holding, into the shares
acquired and/or repurchased by OAO OGK-4 and/or into the additional shares in OAO OGK-4 (if
the shares in OAO OGK-4 placed at the disposal of OAO OGK-4 as a result of a takeover of JSC
OGK-4 Holding, as well as the shares acquired and/or repurchased by OAO OGK-4 are not
enough to convert all shares in JSC OGK-4 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO OGK-4 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO OGK-4 in accordance
with the Articles of Association of OAO OGK-4 and the laws of the Russian Federation.
4.3. Share conversion ratios:
0.9733517018952320 ordinary shares in JSC OGK-4 Holding shall be converted into 1
ordinary share in OAO OGK-4, each with a par value of 0.40 (forty one-hundredths) rubles;
1.0628430900799600 preference shares in JSC OGK-4 Holding shall be converted into 1
ordinary share in OAO OGK-4, each with a par value of 0.40 (forty one-hundredths) rubles.
4.4. The number of ordinary shares in OAO OGK-4 receivable by each shareholder of JSC OGK-
4 Holding shall be calculated by dividing the number of a certain category of shares in JSC OGK-
4 Holding owned by such shareholder by the applicable conversion ratio.
If in the calculation of shares in OAO OGK-4 receivable by any shareholder of JSC OGK-4
Holding the calculated number of shares to be held by such shareholder of JSC OGK-4 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-4.
In case of issue of additional ordinary shares in OAO OGK-4 the number of ordinary shares in
OAO OGK-4 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO OGK-4 receivable by any shareholder of JSC OGK-4 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO OGK-4 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-4 placed at the disposal of OAO OGK-
4 during a takeover of JSC OGK-4 Holding and/or repurchased and/or acquired by OAO OGK-4
to the total number of ordinary shares in OAO OGK-4 necessary to convert into them all ordinary
and preference shares in JSC OGK-4 Holding. The number of ordinary shares in OAO OGK-4
from among the additional shares receivable by any shareholder of JSC OGK-4 Holding shall be
determined as the difference between the number of ordinary shares in OAO OGK-4 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO OGK-4 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO OGK-4 receivable by such shareholder.
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