MINUTES of the Extraordinary General Meeting of Shareholders

ordinary shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a
takeover of JSC Gosudarstvennii Holding and RAO UES of Russia.
If in the calculation of shares in OAO FGC UES receivable by any shareholder of RAO UES
of Russia as a result of conversion the calculated number of shares to be held by such shareholder
of RAO UES of Russia 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 additionally issued shares are receivable by any
shareholder, such shareholder shall receive one share in OAO FGC UES from among
those placed at the disposal of OAO FGC UES.
The shares in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a
takeover of RAO UES of Russia and JSC Gosudarstvennii Holding (and as a result of a takeover
of any other target companies if such other companies are taken over together) which OAO FGC
UES will still have at its disposal after the conversion of shares in RAO UES of Russia (and after
the conversion of shares in any other target companies if such other companies are taken over
together) shall be canceled.
9.3. If RAO UES of Russia is not taken over by OAO FGC UES along with JSC Gosudarstvennii
Holding, all shares in RAO UES of Russia shall be converted into the additional ordinary shares
in OAO FGC UES placed at the disposal of OAO FGC UES as a result of a takeover of RAO
UES of Russia and into the additional ordinary shares in OAO FGC UES.
In this case the number of ordinary shares in OAO FGC UES receivable by each shareholder
of RAO UES of Russia shall be calculated by dividing the number of a certain category of shares
in RAO UES of Russia owned by such shareholder by the applicable conversion ratio.
If in the calculation of shares in OAO FGC UES receivable by any shareholder of RAO UES
of Russia the calculated number of shares to be held by such shareholder of RAO UES of Russia
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 FGC UES.
The number of ordinary shares in OAO FGC UES from among the shares placed at the
disposal of OAO FGC UES receivable by any shareholder of RAO UES of Russia shall be a part
of the integer determined by multiplying the number of ordinary shares in OAO FGC UES
receivable by such shareholder in accordance with sub-paragraph two of this paragraph (after
round-off) by the ratio of the total number of ordinary shares in OAO FGC UES placed at the
disposal of OAO FGC UES to the total number of ordinary shares in OAO FGC UES necessary
to convert into them all ordinary and preference shares in RAO UES of Russia.
The number of ordinary shares in OAO FGC UES from among the additional shares
receivable by any shareholder of RAO UES of Russia shall be determined as the difference
between the number of ordinary shares in OAO FGC UES receivable by such shareholder in
accordance with sub-paragraph two of this paragraph (after round-off) and the number of shares
in OAO FGC UES from among the shares placed at the disposal of OAO FGC UES receivable by
such shareholder.
The shares in OAO FGC UES placed at the disposal of OAO FGC UES remaining after
conversion shall be canceled.
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