MINUTES of the Extraordinary General Meeting of Shareholders

Register of Legal Entities about the termination of operation of JSC Voljskaya TGK Holding
based on data from the JSC Voljskaya TGK Holding Shareholder Register on the abovementioned
date.
4.6. The shares in JSC Voljskaya TGK 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 Voljskaya TGK Holding by OAO Volzhskaya TGK approved by this resolution on behalf of
JSC Voljskaya TGK Holding.
For issue 45:
1. JSC UGK TGK-8 Holding to be established through the reorganization of RAO UES of Russia
shall be reorganized through its takeover by OAO YUGK TGK-8 (OGRN: 1053000012790) as
provided for by this resolution and the agreement for takeover of JSC UGK TGK-8 Holding by
OAO YUGK TGK-8.
2. The agreement for takeover of JSC UGK TGK-8 Holding by OAO YUGK TGK-8
(Appendix 42) 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 UGK TGK-8 Holding as the legal successor to
RAO UES of Russia will be a deed of delivery for JSC UGK TGK-8 Holding under which
the rights and duties of RAO UES of Russia transfer to OAO YUGK TGK-8.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC UGK TGK-8
Holding into the shares in OAO YUGK TGK-8 shall be defined:
4.1. All shares in JSC UGK TGK-8 Holding shall be converted into the shares in OAO YUGK
TGK-8 placed at the disposal of OAO YUGK TGK-8 as a result of a takeover of JSC UGK TGK-
8 Holding, into the shares acquired and/or repurchased by OAO YUGK TGK-8 and/or into the
additional shares in OAO YUGK TGK-8 (if the shares in OAO YUGK TGK-8 placed at the
disposal of OAO YUGK TGK-8 as a result of a takeover of JSC UGK TGK-8 Holding, as well as
the shares acquired and/or repurchased by OAO YUGK TGK-8 are not enough to convert all
shares in JSC UGK TGK-8 Holding in accordance with the approved conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO YUGK TGK-8 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO YUGK TGK-8 in
accordance with the Articles of Association of OAO YUGK TGK-8 and the laws of the Russian
Federation.
4.3. Share conversion ratios:
0.0579291131548263 ordinary shares in JSC UGK TGK-8 Holding shall be converted
into 1 ordinary share in OAO YUGK TGK-8, each with a par value of 0.01 (one one-hundredths)
rubles;
0.0632552010862921 preference shares in JSC UGK TGK-8 Holding shall be converted
into 1 ordinary share in OAO YUGK TGK-8, each with a par value of 0.01 (one one-hundredths)
rubles.
4.4. The number of ordinary shares in OAO YUGK TGK-8 receivable by each shareholder of
JSC UGK TGK-8 Holding shall be calculated by dividing the number of a certain category of
shares in JSC UGK TGK-8 Holding owned by such shareholder by the applicable conversion
ratio.
If in the calculation of shares in OAO YUGK TGK-8 receivable by any shareholder of JSC
UGK TGK-8 Holding the calculated number of shares to be held by such shareholder of JSC
UGK TGK-8 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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