MINUTES of the Extraordinary General Meeting of Shareholders

- if as a result of round-off no shares are receivable by any shareholder, such shareholder
shall receive one share in OAO TGK-11.
In case of issue of additional ordinary shares in OAO TGK-11 the number of ordinary shares
in OAO TGK-11 from among the shares placed at the disposal of and/or repurchased and/or
acquired by OAO TGK-11 receivable by any shareholder of JSC TGK-11 Holding shall be a part
of the integer determined by multiplying the number of ordinary shares in OAO TGK-11
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 TGK-11 placed at the
disposal of OAO TGK-11 during a takeover of JSC TGK-11 Holding and/or repurchased and/or
acquired by OAO TGK-11 to the total number of ordinary shares in OAO TGK-11 necessary to
convert into them all ordinary and preference shares in JSC TGK-11 Holding. The number of
ordinary shares in OAO TGK-11 from among the additional shares receivable by any shareholder
of JSC TGK-11 Holding shall be determined as the difference between the number of ordinary
shares in OAO TGK-11 receivable by such shareholder in accordance with sub-paragraph one of
this paragraph (after round-off) and the number of shares in OAO TGK-11 from among the shares
placed at the disposal of and/or repurchased and/or acquired by OAO TGK-11 receivable by such
shareholder.
4.5. The shares in JSC TGK-11 Holding shall be recognized as converted into ordinary shares in
OAO TGK-11 on the day on which an entry is made into the Unified State Register of Legal
Entities about the termination of operation of JSC TGK-11 Holding based on data from the JSC
TGK-11 Holding Shareholder Register on the above-mentioned date.
4.6. The shares in JSC TGK-11 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 TGK-11 Holding by OAO TGK-11 approved by this resolution on behalf of JSC TGK-11
Holding.
For issue 49:
1. JSC Kuzbassenergo Holding to be established through the reorganization of RAO UES of
Russia shall be reorganized through its takeover by OAO Kuzbassenergo (OGRN:
1024200678260) as provided for by this resolution and the agreement for takeover of JSC
Kuzbassenergo Holding by OAO Kuzbassenergo.
2. The agreement for takeover of JSC Kuzbassenergo Holding by OAO Kuzbassenergo
(Appendix 46) 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 Kuzbassenergo Holding as the legal successor to
RAO UES of Russia will be a deed of delivery for JSC Kuzbassenergo Holding under
which the rights and duties of RAO UES of Russia transfer to OAO Kuzbassenergo.
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC
Kuzbassenergo Holding into the shares in OAO Kuzbassenergo shall be defined:
4.1. All shares in JSC Kuzbassenergo Holding shall be converted into the shares in OAO
Kuzbassenergo placed at the disposal of OAO Kuzbassenergo as a result of a takeover of JSC
Kuzbassenergo Holding, into the shares acquired and/or repurchased by OAO Kuzbassenergo
and/or into the additional shares in OAO Kuzbassenergo (if the shares in OAO Kuzbassenergo
placed at the disposal of OAO Kuzbassenergo as a result of a takeover of JSC Kuzbassenergo
Holding, as well as the shares acquired and/or repurchased by OAO Kuzbassenergo are not
enough to convert all shares in JSC Kuzbassenergo Holding in accordance with the approved
conversion ratios).
4.2. In case of issue of additional ordinary shares in OAO Kuzbassenergo they shall provide to
the shareholders the same rights as the outstanding ordinary shares in OAO Kuzbassenergo in
233