MINUTES of the Extraordinary General Meeting of Shareholders

well as by means of their acquisition by RAO UES of Russia in accordance with
the procedure and upon the conditions established by this resolution.
2.2. The property, rights and duties of RAO UES of Russia shall partly transfer to
spun-off companies in accordance with the separation balance sheet.
2.3. Not later than November 25, 2007 RAO UES of Russia shall notify its creditors
of the adoption of a resolution on reorganization through a spin-off 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.
2.4. 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.
2.5. 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 issues 1; 30-52 on the agenda of the Extraordinary General
Meeting of RAO UES of Russia, or do not participate in voting on the abovementioned
issues shall be entitled to demand that RAO UES of Russia
repurchase, in whole or in part, the shares owned by them in accordance with the
procedure established in conformity with the requirements of laws of the Russian
Federation by the Board of Directors of RAO UES of Russia in the notice of the
upcoming Extraordinary General Meeting of RAO UES of Russia. The list of
persons that vote against, while voting on issues 1; 30-52 on the agenda of the
Extraordinary General Meeting of RAO UES of Russia, or do not participate in
voting on the above-mentioned issues shall be prepared by the registrar of RAO
UES of Russia based on data from the list of persons entitled to participate in the
General Meeting of Shareholders of RAO UES of Russia which adopted
resolutions on the reorganization of RAO UES of Russia and the companies to
be established by means of reorganization of RAO UES of Russia through a
spin-off.
2.6. Shares shall be repurchased at a price determined by the Board of Directors of
RAO UES of Russia in accordance with paragraph 3 of article 75 of the Federal
Law "On Joint-Stock Companies".
2.7. The report on the results of submission of demands by the shareholders for the
repurchase of shares owned by them shall be approved by the Board of Directors
of RAO UES of Russia not later than December 15, 2007.
3. The following legal entities shall be established through a spin-off from RAO
UES of Russia:
- JSC Gosudarstvennii Holding located at: 119526, Moscow, prospekt
Vernadskogo, d. 101, korp. 3;
- JSC Gosudarstvennii Holding GidroOGK located at: 119526, Moscow,
prospekt Vernadskogo, d. 101, korp. 3;
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