MINUTES of the Extraordinary General Meeting of Shareholders

- 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 YUGK TGK-8.
In case of issue of additional ordinary shares in OAO YUGK TGK-8 the number of ordinary
shares in OAO YUGK TGK-8 from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO YUGK TGK-8 receivable by any shareholder of JSC UGK
TGK-8 Holding shall be a part of the integer determined by multiplying the number of ordinary
shares in OAO YUGK TGK-8 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
YUGK TGK-8 placed at the disposal of OAO YUGK TGK-8 during a takeover of JSC UGK
TGK-8 Holding and/or repurchased and/or acquired by OAO YUGK TGK-8 to the total number
of ordinary shares in OAO YUGK TGK-8 necessary to convert into them all ordinary and
preference shares in JSC UGK TGK-8 Holding. The number of ordinary shares in OAO YUGK
TGK-8 from among the additional shares receivable by any shareholder of JSC UGK TGK-8
Holding shall be determined as the difference between the number of ordinary shares in OAO
YUGK TGK-8 receivable by such shareholder in accordance with sub-paragraph one of this
paragraph (after round-off) and the number of shares in OAO YUGK TGK-8 from among the
shares placed at the disposal of and/or repurchased and/or acquired by OAO YUGK TGK-8
receivable by such shareholder.
4.5. The shares in JSC UGK TGK-8 Holding shall be recognized as converted into ordinary
shares in OAO YUGK TGK-8 on the day on which an entry is made into the Unified State
Register of Legal Entities about the termination of operation of JSC UGK TGK-8 Holding based
on data from the JSC UGK TGK-8 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC UGK TGK-8 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 UGK TGK-8 Holding by OAO YUGK TGK-8 approved by this resolution on behalf of JSC
UGK TGK-8 Holding.
For issue 46:
1. JSC TGK-9 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-9 (OGRN: 1045900550024) as provided for by
this resolution and the agreement for takeover of JSC TGK-9 Holding by OAO TGK-9.
2. The agreement for takeover of JSC TGK-9 Holding by OAO TGK-9 (Appendix 43) 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-9 Holding as the legal successor to RAO
UES of Russia will be a deed of delivery for JSC TGK-9 Holding under which the rights
and duties of RAO UES of Russia transfer to OAO TGK-9.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC TGK-9
Holding into the shares in OAO TGK-9 shall be defined:
4.1. All shares in JSC TGK-9 Holding shall be converted into the shares in OAO TGK-9 placed at
the disposal of OAO TGK-9 as a result of a takeover of JSC TGK-9 Holding, into the shares
acquired and/or repurchased by OAO TGK-9 and/or into the additional shares in OAO TGK-9 (if
the shares in OAO TGK-9 placed at the disposal of OAO TGK-9 as a result of a takeover of JSC
TGK-9 Holding, as well as the shares acquired and/or repurchased by OAO TGK-9 are not
enough to convert all shares in JSC TGK-9 Holding in accordance with the approved conversion
ratios).
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