MINUTES of the Extraordinary General Meeting of Shareholders

acquired by OAO TGK-10 to the total number of ordinary shares in OAO TGK-10 necessary to
convert into them all ordinary and preference shares in JSC TGK-10 Holding. The number of
ordinary shares in OAO TGK-10 from among the additional shares receivable by any shareholder
of JSC TGK-10 Holding shall be determined as the difference between the number of ordinary
shares in OAO TGK-10 receivable by such shareholder in accordance with sub-paragraph one of
this paragraph (after round-off) and the number of shares in OAO TGK-10 from among the shares
placed at the disposal of and/or repurchased and/or acquired by OAO TGK-10 receivable by such
shareholder.
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 TGK-10 Holding by OAO TGK-10 approved by this resolution on behalf of JSC TGK-10
Holding.
For issue 48:
1. JSC TGK-11 Holding to be established through the reorganization of RAO UES of Russia shall
be reorganized through its takeover by OAO TGK-11 (OGRN: 1055406226237) as provided for
by this resolution and the agreement for takeover of JSC TGK-11 Holding by OAO TGK-11.
2. The agreement for takeover of JSC TGK-11 Holding by OAO TGK-11 (Appendix 45)
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-11 Holding as the legal successor to RAO
UES of Russia will be a deed of delivery for JSC TGK-11 Holding under which the rights
and duties of RAO UES of Russia transfer to OAO TGK-11.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC TGK-11
Holding into the shares in OAO TGK-11 shall be defined:
4.1. All shares in JSC TGK-11 Holding shall be converted into the shares in OAO TGK-11
placed at the disposal of OAO TGK-11 as a result of a takeover of JSC TGK-11 Holding, into the
shares acquired and/or repurchased by OAO TGK-11 and/or into the additional shares in OAO
TGK-11 (if the shares in OAO TGK-11 placed at the disposal of OAO TGK-11 as a result of a
takeover of JSC TGK-11 Holding, as well as the shares acquired and/or repurchased by OAO
TGK-11 are not enough to convert all shares in JSC TGK-11 Holding in accordance with the
approved conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO TGK-11 they shall provide to the
shareholders the same rights as the outstanding ordinary shares in OAO TGK-11 in accordance
with the Articles of Association of OAO TGK-11 and the laws of the Russian Federation.
4.3. Share conversion ratios:
0.1616458402794180 ordinary shares in JSC TGK-11 Holding shall be converted into 1
ordinary share in OAO TGK-11, each with a par value of 0.01 (one one-hundredths) rubles;
0.1765077967672170 preference shares in JSC TGK-11 Holding shall be converted into 1
ordinary share in OAO TGK-11, each with a par value of 0.01 (one one-hundredths) rubles.
4.4. The number of ordinary shares in OAO TGK-11 receivable by each shareholder of JSC
TGK-11 Holding shall be calculated by dividing the number of a certain category of shares in
JSC TGK-11 Holding owned by such shareholder by the applicable conversion ratio.
If in the calculation of shares in OAO TGK-11 receivable by any shareholder of JSC TGK-11
Holding the calculated number of shares to be held by such shareholder of JSC TGK-11 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;
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