MINUTES of the Extraordinary General Meeting of Shareholders

acquired and/or repurchased by OAO TGK-2 and/or into the additional shares in OAO TGK-2 (if
the shares in OAO TGK-2 placed at the disposal of OAO TGK-2 as a result of a takeover of JSC
TGK-2 Holding, as well as the shares acquired and/or repurchased by OAO TGK-2 are not
enough to convert all shares in JSC TGK-2 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-2 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-2 in accordance
with the Articles of Association of OAO TGK-2 and the laws of the Russian Federation.
4.3. Share conversion ratios:
0.0770245182871711 ordinary shares in JSC TGK-2 Holding shall be converted into 1
ordinary share in OAO TGK-2, each with a par value of 0.01 (one one-hundredths) rubles;
0.0841062658737400 preference shares in JSC TGK-2 Holding shall be converted into 1
ordinary share in OAO TGK-2, each with a par value of 0.01 (one one-hundredths) rubles.
4.4. The number of ordinary shares in OAO TGK-2 receivable by each shareholder of JSC TGK-
2 Holding shall be calculated by dividing the number of a certain category of shares in JSC TGK-
2 Holding owned by such shareholder by the applicable conversion ratio.
If in the calculation of shares in OAO TGK-2 receivable by any shareholder of JSC TGK-2
Holding the calculated number of shares to be held by such shareholder of JSC TGK-2 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 TGK-2.
In case of issue of additional ordinary shares in OAO TGK-2 the number of ordinary shares in
OAO TGK-2 from among the shares placed at the disposal of and/or repurchased and/or acquired
by OAO TGK-2 receivable by any shareholder of JSC TGK-2 Holding shall be a part of the
integer determined by multiplying the number of ordinary shares in OAO TGK-2 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 TGK-2 placed at the disposal of OAO TGK-2
during a takeover of JSC TGK-2 Holding and/or repurchased and/or acquired by OAO TGK-2 to
the total number of ordinary shares in OAO TGK-2 necessary to convert into them all ordinary
and preference shares in JSC TGK-2 Holding. The number of ordinary shares in OAO TGK-2
from among the additional shares receivable by any shareholder of JSC TGK-2 Holding shall be
determined as the difference between the number of ordinary shares in OAO TGK-2 receivable
by such shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and
the number of shares in OAO TGK-2 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO TGK-2 receivable by such shareholder.
4.5. The shares in JSC TGK-2 Holding shall be recognized as converted into ordinary shares in
OAO TGK-2 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC TGK-2 Holding based on data from the JSC
TGK-2 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC TGK-2 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 TGK-2 Holding by OAO TGK-2 approved by this resolution on behalf of JSC TGK-2
Holding.
For issue 41:
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