MINUTES of the Extraordinary General Meeting of Shareholders

The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Voljskaya TGK
Holding into the shares in OAO Volzhskaya TGK shall be defined:
4.1. All shares in JSC Voljskaya TGK Holding shall be converted into the shares in OAO
Volzhskaya TGK placed at the disposal of OAO Volzhskaya TGK as a result of a takeover of JSC
Voljskaya TGK Holding, into the shares acquired and/or repurchased by OAO Volzhskaya TGK
and/or into the additional shares in OAO Volzhskaya TGK (if the shares in OAO Volzhskaya
TGK placed at the disposal of OAO Volzhskaya TGK as a result of a takeover of JSC Voljskaya
TGK Holding, as well as the shares acquired and/or repurchased by OAO Volzhskaya TGK are
not enough to convert all shares in JSC Voljskaya TGK Holding in accordance with the approved
conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO Volzhskaya TGK they shall provide to
the shareholders the same rights as the outstanding ordinary shares in OAO Volzhskaya TGK in
accordance with the Articles of Association of OAO Volzhskaya TGK and the laws of the
Russian Federation.
4.3. Share conversion ratios:
2.9903697466398600 ordinary shares in JSC Voljskaya TGK Holding shall be converted
into 1 ordinary share in OAO Volzhskaya TGK, each with a par value of one (1) ruble;
3.2653087427821100 preference shares in JSC Voljskaya TGK Holding shall be
converted into 1 ordinary share in OAO Volzhskaya TGK, each with a par value of one (1) ruble.
4.4. The number of ordinary shares in OAO Volzhskaya TGK receivable by each shareholder of
JSC Voljskaya TGK Holding shall be calculated by dividing the number of a certain category of
shares in JSC Voljskaya TGK Holding owned by such shareholder by the applicable conversion
ratio.
If in the calculation of shares in OAO Volzhskaya TGK receivable by any shareholder of JSC
Voljskaya TGK Holding the calculated number of shares to be held by such shareholder of JSC
Voljskaya TGK 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 Volzhskaya TGK.
In case of issue of additional ordinary shares in OAO Volzhskaya TGK the number of
ordinary shares in OAO Volzhskaya TGK from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO Volzhskaya TGK receivable by any shareholder of JSC
Voljskaya TGK Holding shall be a part of the integer determined by multiplying the number of
ordinary shares in OAO Volzhskaya TGK receivable by such shareholder in accordance with subparagraph
one of this paragraph (after round-off) by the ratio of the total number of ordinary
shares in OAO Volzhskaya TGK placed at the disposal of OAO Volzhskaya TGK during a
takeover of JSC Voljskaya TGK Holding and/or repurchased and/or acquired by OAO
Volzhskaya TGK to the total number of ordinary shares in OAO Volzhskaya TGK necessary to
convert into them all ordinary and preference shares in JSC Voljskaya TGK Holding. The number
of ordinary shares in OAO Volzhskaya TGK from among the additional shares receivable by any
shareholder of JSC Voljskaya TGK Holding shall be determined as the difference between the
number of ordinary shares in OAO Volzhskaya TGK receivable by such shareholder in
accordance with sub-paragraph one of this paragraph (after round-off) and the number of shares
in OAO Volzhskaya TGK from among the shares placed at the disposal of and/or repurchased
and/or acquired by OAO Volzhskaya TGK receivable by such shareholder.
4.5. The shares in JSC Voljskaya TGK Holding shall be recognized as converted into ordinary
shares in OAO Volzhskaya TGK on the day on which an entry is made into the Unified State
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