MINUTES of the Extraordinary General Meeting of Shareholders

etween the number of ordinary shares in OAO Mosenergo receivable by such shareholder in
accordance with sub-paragraph one of this paragraph (after round-off) and the number of shares
in OAO Mosenergo from among the shares placed at the disposal of and/or repurchased and/or
acquired by OAO Mosenergo receivable by such shareholder.
4.5. The shares in JSC Mosenergo Holding shall be recognized as converted into ordinary shares
in OAO Mosenergo on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC Mosenergo Holding based on data from the
JSC Mosenergo Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC Mosenergo 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 Mosenergo Holding by OAO Mosenergo approved by this resolution on behalf of JSC
Mosenergo Holding.
For issue 42:
1. JSC TGK-4 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-4 (OGRN: 1056882304489) as provided for by
this resolution and the agreement for takeover of JSC TGK-4 Holding by OAO TGK-4.
2. The agreement for takeover of JSC TGK-4 Holding by OAO TGK-4 (Appendix 39) 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 TGK-4 Holding as the legal successor to RAO UES of
Russia will be a deed of delivery for JSC TGK-4 Holding under which the rights and duties of
RAO UES of Russia transfer to OAO TGK-4.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC TGK-4 Holding
into the shares in OAO TGK-4 shall be defined:
4.1. All shares in JSC TGK-4 Holding shall be converted into the shares in OAO TGK-4 placed at
the disposal of OAO TGK-4 as a result of a takeover of JSC TGK-4 Holding, into the shares
acquired and/or repurchased by OAO TGK-4 and/or into the additional shares in OAO TGK-4 (if
the shares in OAO TGK-4 placed at the disposal of OAO TGK-4 as a result of a takeover of JSC
TGK-4 Holding, as well as the shares acquired and/or repurchased by OAO TGK-4 are not
enough to convert all shares in JSC TGK-4 Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-4 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-4 in accordance
with the Articles of Association of OAO TGK-4 and the laws of the Russian Federation.
4.3. Share conversion ratios:
0.0630299268892396 ordinary shares in JSC TGK-4 Holding shall be converted into 1
ordinary share in OAO TGK-4, each with a par value of 0.01 (one one-hundredths) rubles;
0.0688249911435245 preference shares in JSC TGK-4 Holding shall be converted into 1
ordinary share in OAO TGK-4, each with a par value of 0.01 (one one-hundredths) rubles.
4.4. The number of ordinary shares in OAO TGK-4 receivable by each shareholder of JSC TGK-
4 Holding shall be calculated by dividing the number of a certain category of shares in JSC TGK-
4 Holding owned by such shareholder by the applicable conversion ratio.
If in the calculation of shares in OAO TGK-4 receivable by any shareholder of JSC TGK-4
Holding the calculated number of shares to be held by such shareholder of JSC TGK-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;
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