MINUTES of the Extraordinary General Meeting of Shareholders

- 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 Sochinskaya TPP.
The number of ordinary shares in OAO Sochinskaya TPP from among the shares placed at the
disposal of OAO Sochinskaya TPP receivable by any shareholder of JSC Inter RAO UES
Holding shall be a part of the integer determined by multiplying the number of ordinary shares in
OAO Sochinskaya TPP 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
Sochinskaya TPP placed at the disposal of OAO Sochinskaya TPP during a takeover of JSC Inter
RAO UES Holding to the total number of ordinary shares in OAO Sochinskaya TPP necessary to
convert into them all ordinary and preference shares in JSC Inter RAO UES Holding.
The number of ordinary shares in OAO Sochinskaya TPP from among the additional shares
receivable by any shareholder of JSC Inter RAO UES Holding shall be determined as the
difference between the number of ordinary shares in OAO Sochinskaya TPP receivable by such
shareholder in accordance with sub-paragraph one of this paragraph (after round-off) and the
number of shares in OAO Sochinskaya TPP from among the shares placed at the disposal of
OAO Sochinskaya TPP receivable by such shareholder.
The shares in OAO Sochinskaya TPP placed at the disposal of OAO Sochinskaya TPP
remaining after conversion shall be canceled.
4.5. The shares in JSC Inter RAO UES Holding shall be recognized as converted into ordinary
shares in OAO Sochinskaya TPP on the day on which an entry is made into the Unified State
Register of Legal Entities about the termination of operation of JSC Inter RAO UES Holding
based on data from the JSC Inter RAO UES Holding Shareholder Register on the abovementioned
date.
4.6. The shares in JSC Inter RAO UES 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 Inter RAO UES Holding by OAO Sochinskaya TPP approved by this resolution on behalf of
JSC Inter RAO UES Holding.
For issue 53:
1. RAO UES of Russia shall be reorganized through its takeover by OAO FGC UES (OGRN:
1024701893336) as provided for by this resolution and the takeover agreement approved by this
resolution.
2. Not later than November 25, 2007 RAO UES of Russia shall notify its creditors of the
adoption of a resolution on reorganization through a takeover by sending notifications by
registered mail and publish notice of reorganization of RAO UES of Russia in a periodical
intended for the publication of data concerning the state registration of legal entities.
3. The creditors of RAO UES of Russia within thirty (30) days of the date on which the notice
of the adopted resolution is published or within (30) days of the date on which notifications
are sent thereto shall be entitled to claim in writing the termination or early performance of
the respective obligations of RAO UES of Russia and reimbursement for their losses. Based
on the claims received from creditors RAO UES of Russia shall prepare a register of satisfied
and satisfiable creditors’ claims.
4. In accordance with paragraph 1 of article 75 of the Federal Law "On Joint-Stock
Companies" the shareholders of RAO UES of Russia that vote against, while voting on
the issue on the agenda of the Extraordinary General Meeting of RAO UES of Russia, or
do not participate in voting on the above-mentioned issue shall be entitled to demand that
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