MINUTES of the Extraordinary General Meeting of Shareholders

ased on data from the JSC Kuzbassenergo Holding Shareholder Register on the abovementioned
date.
4.6. The shares in JSC Kuzbassenergo 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 Kuzbassenergo Holding by OAO Kuzbassenergo approved by this resolution on behalf of
JSC Kuzbassenergo Holding.
For issue 50:
1. JSC Enisei TGK Holding to be established through the reorganization of RAO UES of Russia
shall be reorganized through its takeover by OAO Yeniseiskaya TGK (TGK-13) (OGRN:
1051901068020) as provided for by this resolution and the agreement for takeover of JSC Enisei
TGK Holding by OAO Yeniseiskaya TGK (TGK-13).
2. The agreement for takeover of JSC Enisei TGK Holding by OAO Yeniseiskaya TGK
(TGK-13) (Appendix 47) 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 Enisei TGK Holding as the legal successor to
RAO UES of Russia will be a deed of delivery for JSC Enisei TGK Holding under which
the rights and duties of RAO UES of Russia transfer to OAO Yeniseiskaya TGK (TGK-
13).
The deed of delivery (Appendix A) shall be approved.
4. The following procedure and conditions for the conversion of shares in JSC Enisei TGK
Holding into the shares in OAO Yeniseiskaya TGK (TGK-13) shall be defined:
4.1. All shares in JSC Enisei TGK Holding shall be converted into the shares in OAO
Yeniseiskaya TGK (TGK-13) received by OAO Yeniseiskaya TGK (TGK-13) as a result of a
takeover of JSC Enisei TGK Holding, into the shares acquired and/or repurchased by OAO
Yeniseiskaya TGK (TGK-13) and/or into the additional shares in OAO Yeniseiskaya TGK
(TGK-13) (if the shares in OAO Yeniseiskaya TGK (TGK-13) placed at the disposal of OAO
Yeniseiskaya TGK (TGK-13) as a result of a takeover of JSC Enisei TGK Holding, as well as the
shares acquired and/or repurchased by OAO Yeniseiskaya TGK (TGK-13) are not enough to
convert all shares in JSC Enisei TGK Holding in accordance with the approved conversion
ratios).
4.2. In case of issue of additional ordinary shares in OAO Yeniseiskaya TGK (TGK-13) they
shall provide to the shareholders the same rights as the outstanding ordinary shares in OAO
Yeniseiskaya TGK (TGK-13) in accordance with the Articles of Association of OAO
Yeniseiskaya TGK (TGK-13) and the laws of the Russian Federation.
4.3. Share conversion ratios:
13138.9421196598000000 ordinary shares in JSC Enisei TGK Holding shall be converted
into 1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 226.42
(two-hundred and twenty-six and forty-two one-hundredths) rubles;
14346.9557978378000000 preference shares in JSC Enisei TGK Holding shall be
converted into 1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of
226.42 (two-hundred and twenty-six and forty-two one-hundredths) rubles.
If prior to the date of placement of shares in JSC Enisei TGK Holding the shares are split
OAO Yeniseiskaya TGK (TGK-13) through an increase in the par value of one ordinary share in
OAO Yeniseiskaya TGK (TGK-13) from 226.42 (two-hundred and twenty-six and forty-two onehundredths)
to 0.01 (one one-hundredths) rubles, conversion ratios shall be as follows:
0.5802907039863900 ordinary shares in JSC Enisei TGK Holding shall be converted into
1 ordinary share in OAO Yeniseiskaya TGK (TGK-13), each with a par value of 0.01 (one onehundredths)
rubles;
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