MINUTES of the Extraordinary General Meeting of Shareholders

1. JSC Mosenergo Holding to be established through the reorganization of RAO UES of Russia
shall be reorganized through its takeover by OAO Mosenergo (OGRN: 1027700302420) as
provided for by this resolution and the agreement for takeover of JSC Mosenergo Holding by
OAO Mosenergo.
2. The agreement for takeover of JSC Mosenergo Holding by OAO Mosenergo (Appendix 38)
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 Mosenergo Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC Mosenergo Holding under which the rights and duties of
RAO UES of Russia transfer to OAO Mosenergo.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Mosenergo
Holding into the shares in OAO Mosenergo shall be defined:
4.1. All shares in JSC Mosenergo Holding shall be converted into the shares in OAO Mosenergo
placed at the disposal of OAO Mosenergo as a result of a takeover of JSC Mosenergo Holding,
into the shares acquired and/or repurchased by OAO Mosenergo and/or into the additional shares
in OAO Mosenergo (if the shares in OAO Mosenergo placed at the disposal of OAO Mosenergo
as a result of a takeover of JSC Mosenergo Holding, as well as the shares acquired and/or
repurchased by OAO Mosenergo are not enough to convert all shares in JSC Mosenergo Holding
in accordance with the approved conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO Mosenergo they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO Mosenergo in accordance
with the Articles of Association of OAO Mosenergo and the laws of the Russian Federation.
4.3. Share conversion ratios:
2.9763321903943500 ordinary shares in JSC Mosenergo Holding shall be converted into
1 ordinary share in OAO Mosenergo, each with a par value of one (1) ruble;
3.2499805529529900 preference shares in JSC Mosenergo Holding shall be converted
into 1 ordinary share in OAO Mosenergo, each with a par value of one (1) ruble.
4.4. The number of ordinary shares in OAO Mosenergo receivable by each shareholder of JSC
Mosenergo Holding shall be calculated by dividing the number of a certain category of shares in
JSC Mosenergo Holding owned by such shareholder by the applicable conversion ratio.
If in the calculation of shares in OAO Mosenergo receivable by any shareholder of JSC
Mosenergo Holding the calculated number of shares to be held by such shareholder of JSC
Mosenergo 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 Mosenergo.
In case of issue of additional ordinary shares in OAO Mosenergo the number of ordinary
shares in OAO Mosenergo from among the shares placed at the disposal of and/or repurchased
and/or acquired by OAO Mosenergo receivable by any shareholder of JSC Mosenergo Holding
shall be a part of the integer determined by multiplying the number of ordinary shares in OAO
Mosenergo 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 Mosenergo
placed at the disposal of OAO Mosenergo during a takeover of JSC Mosenergo Holding and/or
repurchased and/or acquired by OAO Mosenergo to the total number of ordinary shares in OAO
Mosenergo necessary to convert into them all ordinary and preference shares in JSC Mosenergo
Holding. The number of ordinary shares in OAO Mosenergo from among the additional shares
receivable by any shareholder of JSC Mosenergo Holding shall be determined as the difference
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