MINUTES of the Extraordinary General Meeting of Shareholders

accordance with the Articles of Association of OAO Kuzbassenergo and the laws of the Russian
Federation.
4.3. Share conversion ratios:
143.0401832908600000 ordinary shares in JSC Kuzbassenergo Holding shall be
converted into 1 ordinary share in OAO Kuzbassenergo, each with a par value of one (1.00)
ruble;
156.1915082887740000 preference shares in JSC Kuzbassenergo Holding shall be
converted into 1 ordinary share in OAO Kuzbassenergo, each with a par value of one (1.00) ruble.
If prior to the date of placement of shares in JSC Kuzbassenergo Holding, the shares in OAO
Kuzbassenergo are split through an increase in the par value of one ordinary share in OAO
Kuzbassenergo from one (1.00) ruble to 0.01 (one one-hundredths) rubles, conversion ratios shall
be as follows:
1.4304018329086000 ordinary shares in JSC Kuzbassenergo Holding shall be converted
into 1 ordinary share in OAO Kuzbassenergo, each with a par value of 0.01 (one one-hundredths)
rubles;
1.5619150828877400 preference shares in JSC Kuzbassenergo Holding shall be converted
into 1 ordinary share in OAO Kuzbassenergo, each with a par value of 0.01 (one one-hundredths)
rubles.
4.4. The number of ordinary shares in OAO Kuzbassenergo receivable by each shareholder of
JSC Kuzbassenergo Holding shall be calculated by dividing the number of a certain category of
shares in JSC Kuzbassenergo Holding owned by such shareholder by the applicable conversion
ratio.
If in the calculation of shares in OAO Kuzbassenergo receivable by any shareholder of JSC
Kuzbassenergo Holding the calculated number of shares to be held by such shareholder of JSC
Kuzbassenergo 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 Kuzbassenergo.
In case of issue of additional ordinary shares in OAO Kuzbassenergo the number of ordinary
shares in OAO Kuzbassenergo from among the shares placed at the disposal of and/or
repurchased and/or acquired by OAO Kuzbassenergo receivable by any shareholder of JSC
Kuzbassenergo Holding shall be a part of the integer determined by multiplying the number of
ordinary shares in OAO Kuzbassenergo 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 Kuzbassenergo placed at the disposal of OAO Kuzbassenergo during a takeover
of JSC Kuzbassenergo Holding and/or repurchased and/or acquired by OAO Kuzbassenergo to
the total number of ordinary shares in OAO Kuzbassenergo necessary to convert into them all
ordinary and preference shares in JSC Kuzbassenergo Holding. The number of ordinary shares in
OAO Kuzbassenergo from among the additional shares receivable by any shareholder of JSC
Kuzbassenergo Holding shall be determined as the difference between the number of ordinary
shares in OAO Kuzbassenergo receivable by such shareholder in accordance with sub-paragraph
one of this paragraph (after round-off) and the number of shares in OAO Kuzbassenergo from
among the shares placed at the disposal of and/or repurchased and/or acquired by OAO
Kuzbassenergo receivable by such shareholder.
4.5. The shares in JSC Kuzbassenergo Holding shall be recognized as converted into ordinary
shares in OAO Kuzbassenergo on the day on which an entry is made into the Unified State
Register of Legal Entities about the termination of operation of JSC Kuzbassenergo Holding
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