THE REPORT ON THE VOTING RESULTS AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF INTERREGIONAL DISTRIBUTION GRID COMPANY OF CENTRE, JOINT-STOCK

THE REPORT ON THE VOTING RESULTS AT THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF INTERREGIONAL DISTRIBUTION GRID COMPANY OF CENTRE, JOINT-STOCK

Data on the Company:

The full name of the Company: Interregional Distribution Grid Company of Centre, Joint-Stock Company (hereinafter – IDGC of Centre or the Company).

Location: Russian Federation, Moscow, 2nd Yamskaya, 4.

Data on the Meeting:

Type of the General meeting: Annual.

Form of holding: meeting (joint presence of shareholders to discuss the agenda items and decision-making on matters put to the vote).

The record date of the list of persons eligible to participate in the General Meeting: 12 May 2014.

Date of the General meeting holding: 26 June 2014.

Venue of the General meeting holding: Moscow, Dmitrovskoye shosse 171 (Hotel Holiday Inn Vinogradovo, conference centre).

The agenda for the General Meeting:

1. Approval of the annual report, annual accounting statements, as well as the distribution of profit (including payment of dividends) and losses of the Company following the results of fiscal year 2013.

2. Election of members of the Board of Directors of the Company.

3. Election of members of the Audit Commission of the Company.

4. Approval of the Company's Auditor.

5. Approval of the Articles of Association of the Company in a new edition.

6. Approval of the internal document of the Company: the Regulations on the procedure for preparation and holding of general meeting of shareholders of the Company in a new edition.

7. Approval of the internal document of the Company: the Regulations on the Audit Commission of the Company in a new edition.

8. Approval of the liability insurance contract of directors and officers of the Company, which is a related party transaction.

Person presiding at the General Meeting: Oleg Yuryevich Isaev – Member of the Board of Directors of IDGC of Centre.

Secretary of the General Meeting: Andrey Alexandrovich Varlamov – Corporate Secretary of IDGC of Centre.

A specialized registrar performed the functions of the Tabulation Commission, the registrar of IDGC of Centre: Reestr-RN LLC.

Registrar’s location: Build. 3-4, 2/6 Podkopaevsky alley, Moscow, Russia, 109028.

Persons, authorized by the registrar performing the functions of the Tabulation Commission, for signing documents of the Tabulation Commission:

Valery Vasilyevich Filipenko;
Larisa Viktorovna Repina;
Elena Yuryevna Khrebkova.

In total IDGC of Centre placed 42 217 941 468 ordinary shares.

First item of the agenda: Approval of the annual report, annual accounting statements, as well as the distribution of profit (including payment of dividends) and losses of the Company following the results of fiscal year 2013.

The number of votes held by the persons included in the list of persons entitled to participate in the general meeting on the first item of the agenda of the General Meeting: 42 217 941 468.

The number of votes to be accounted for voting shares of the Company on the first item of the agenda of the General Meeting, determined subject to provisions of paragraph 4.20 of the Regulations: 42 217 941 468.

The number of votes, held by the persons who participated in the General Meeting, on the first item of the agenda of the General Meeting: 38 059 108 811, representing more than half of the votes of placed voting shares of the Company on the first item of the agenda of the General Meeting.

According to requirements of item 1 of Article 58 of Federal Law N 208‑FZ dated December 26, 1995 «On Joint-Stock Companies» the quorum on the given item of the agenda is present.

The number of votes, cast for each voting option («FOR», «AGAINST» and «ABSTAINED») on the first item of the agenda of the General Meeting:

Voting option Number of votes
FOR 28 175 485 609
AGAINST 57 265
ABSTAINED 295 953 707

The number of votes on the first item of the agenda of the General Meeting, put to the vote, which were not counted with the ballots recognized invalid or on other grounds: 9 459 665 248.

The wording of decisions taken by the General Meeting of Shareholders on the first item of the agenda of the General Meeting:

1. To approve the Company’s annual report for 2013, the Company’s annual accounting statements for 2013.

2. To approve the following profit (loss) distribution of the Company for 2013 fiscal year:

Name (thousand RUB)
Retained earnings (loss) for the reporting period: 292 898
To be distributed to: Reserve fund 0
Profit for development 216 906
Dividends 75 992
Repayment of losses of previous years 0

3. To pay dividends on common stocks of the Company following the results of 2013 in the amount of 0,0018 rubles per ordinary share of the Company in cash.

The dividend payment period to a nominal holder and a beneficial owner being a professional securities market participant is no more than 10 working days, to other registered shareholders - 25 working days from the record date of the list of persons entitled to receive dividends.

To define the record date of the list of persons entitled to receive dividends – «14» July 2014.

Second item of the agenda: Election of members of the Board of Directors of the Company.

According to item 4 of Article 66 of the Federal Law "On Joint Stock Companies" the election of members of the Board of Directors (supervisory Board) is made by cumulative voting.

Under cumulative voting the number of votes of each shareholder is multiplied by persons to be elected to the board of directors of the company and the shareholder is entitled to cast votes for one candidate or distribute them among two or more candidates.

The number of votes, which the persons, included in the list of persons entitled to participate in the general meeting, had on the second item of the agenda of the General Meeting: 42 217 941 468.

The number of votes to be accounted for voting shares of the Company on the second item of the agenda of the General Meeting, determined subject to provisions of paragraph 4.20 of the Regulations: 42 217 941 468.

The number of votes, held by the persons who participated in the General Meeting, on the second item of the agenda of the General Meeting: 38 059 108 811 votes or 418 650 196 921 cumulative votes, representing more than half of the votes of placed voting shares of the Company on the second item of the agenda of the General Meeting.

According to item 1 of Article 58 of Federal Law N 208 FZ dated December 26, 1995 «On Joint-Stock Companies» the quorum on the second item of the agenda is present.

The number of cumulative votes, cast for each voting option («FOR», «AGAINST» and «ABSTAINED») on the second item of the agenda of the General Meeting:

The number of cumulative votes, cast for each candidate by persons who chose the voting option «FOR»:

# Candidate’s full name Number of cumulative votes cast for the candidate

1.

Oxana Vladimirovna Shatokhina

34 793 377 096

2.

Maria Valeryevna Lazareva

34 633 223 227

3.

Yury Nikolayevich Mangarov

34 632 375 001

4.

Oleg Yuryevich Isaev

41 578 038 094

5.

Vladimir Vladimirovich Sofyin

34 633 873 551

6.

Maxim Mikhailovich Saukh

34 633 176 083

7.

Pavel Nikolayevich Snikkars

34 502 278 571

8.

Xenia Valeryevna Khokholkova

8 585 879

9.

Tatiana Alexandrovna Ivanova

2 551 971

10.

Natalia Ilyinichna Erpsher

34 325 128 680

11.

Nikolay Borisovich Piotrovich

2 722 209

12.

Alexander Grigoryevich Starchenko

4 715 491

13.

Sergey Vladimirovich Chebotarev

3 461 711

14.

Tatiana Petrovna Dronova

6 411 751

15.

Alexander Markovich Branis

33 703 931 734

16.

Denis Alexandrovich Spirin

3 892 455

17.

Roman Alexeyevich Filkin

33 704 172 012

18.

Denis Viktorovich Kulikov

32 963 468 654

19.

Alexander Viktorovich Shevchuk

32 898 362 177

Voting option Number of cumulative votes
«AGAINST» 0
«ABSTAINED» 26 434 617

The number of cumulative votes on the given item of the agenda of the General Meeting, put to the vote, which were not counted with the ballots recognized invalid or on other grounds: 1 434 025 945.

The wording of decisions taken by the General Meeting of Shareholders on the second item of the agenda of the General Meeting:

To elect the following Company’s Board of Directors:

1. Alexander Markovich Branis

2. Oleg Yuryevich Isaev

3. Denis Viktorovich Kulikov

4. Maria Valeryevna Lazareva

5. Yury Nikolayevich Mangarov

6. Maxim Mikhailovich Saukh

7. Vladimir Vladimirovich Sofyin

8. Pavel Nikolayevich Snikkars

9. Roman Alexeyevich Filkin

10. Oxana Vladimirovna Shatokhina

11. Natalia Ilyinichna Erpsher

Third item of the agenda: Election of members of the Audit Commission of the Company.

According to paragraph 4.20 of the Regulations, quorum of the general meeting on the given item of the agenda is determined based on the number of placed voting shares as of the date of the list of persons entitled to participate in the general meeting minus shares held by members of the board of directors or persons holding positions in management bodies of the company.

The number of votes, which the persons, included in the list of persons entitled to participate in the general meeting, had on the third item of the agenda of the General Meeting: 42 217 941 468.

The number of votes to be accounted for voting shares of the Company on the third item of the agenda of the General Meeting, determined subject to provisions of paragraph 4.20 of the Regulations: 42 217 794 691.

The number of votes, held by the persons who participated in the General Meeting, on the third item of the agenda of the General Meeting: 38 059 108 811, representing more than half of the votes of placed voting shares of the Company on the third item of the agenda of the General Meeting.

According to item 1 of Article 58 of Federal Law N 208 FZ dated December 26, 1995 «On Joint-Stock Companies» the quorum on the third item of the agenda is present.

The number of votes, accounted for while summing up the voting, held by the persons who participated in the General Meeting and are entitled to vote on the given item of the agenda, determined subject to provisions of paragraph 4.27 of the Regulations: 38 059 108 811.

The number of votes, cast for each voting option («FOR», «AGAINST» and «ABSTAINED») on the given item of the agenda of the General Meeting:

#

Candidate’s full name

Voting option

WERE NOT COUNTED

since the ballots were recognized invalid, and for other reasons

FOR

AGAINST

ABSTAINED

Number of votes

Number of votes

Number of votes

1.

Marina Alexeyevna Lelekova

22 878 631 092

1 241 394 485

3 005 687 355

10 805 302 417

2.

Elena Polikarpovna Kuznetsova

24 023 573 094

1 003 514 928

2 098 675 198

10 805 252 129

3.

Elena Yuryevna Guseva

24 069 547 130

964 577 525

2 091 007 877

10 805 882 817

4.

Sergey Vladimirovich Malyshev

23 845 578 642

1 188 392 386

2 091 236 501

10 805 807 820

5.

Sergey Ivanovich Ochikov

23 818 029 685

1 189 143 989

2 090 896 198

10 832 945 477

6.

Igor Nikolayevich Repin

4 860 238 459

776 850 420

22 494 527 906

9 799 677 812

The wording of decisions taken by the General Meeting of Shareholders on the third item of the agenda of the General Meeting:

To elect the following Company’s Audit Commission:

1. Marina Alexeyevna Lelekova.

2. Elena Polikarpovna Kuznetsova.

3. Elena Yuryevna Guseva.

4. Sergey Vladimirovich Malyshev.

5. Sergey Ivanovich Ochikov

Fourth item of the agenda: Approval of the Company's Auditor.

The number of votes, which the persons, included in the list of persons entitled to participate in the general meeting, had on the fourth item of the agenda of the General Meeting: 42 217 941 468.

The number of votes to be accounted for voting shares of the Company on the fourth item of the agenda of the General Meeting, determined subject to provisions of paragraph 4.20 of the Regulations: 42 217 794 691.

The number of votes, held by the persons who participated in the General Meeting, on the fourth item of the agenda of the General Meeting: 38 059 108 811, representing more than half of the votes of placed voting shares of the Company on the fourth item of the agenda of the General Meeting.

According to item 1 of Article 58 of Federal Law N 208 FZ dated December 26, 1995 «On Joint-Stock Companies» the quorum on the fourth item of the agenda is present.

The number of votes, cast for each voting option («FOR», «AGAINST» and «ABSTAINED») on the given item of the agenda of the General Meeting:

Voting option

Number of votes
FOR 28 107 789 413
AGAINST 73 559
ABSTAINED 361 550 490

The number of votes on the fourth item of the agenda of the General Meeting, put to the vote, which were not counted with the ballots recognized invalid or on other grounds: 9 461 748 367.

The wording of decisions taken by the General Meeting of Shareholders on the fourth item of the agenda of the General Meeting:

To approve Ernst & Young LLC as the Company's Auditor.

Fifth item of the agenda: Approval of the Articles of Association of the Company in a new edition.

The number of votes, which the persons, included in the list of persons entitled to participate in the general meeting, had on the fifth item of the agenda of the General Meeting: 42 217 941 468.

The number of votes to be accounted for voting shares of the Company on the fifth item of the agenda of the General Meeting, determined subject to provisions of paragraph 4.20 of the Regulations: 42 217 794 691.

The number of votes, held by the persons who participated in the General Meeting, on the fifth item of the agenda of the General Meeting: 38 059 108 811, representing more than half of the votes of placed voting shares of the Company on the fifth item of the agenda of the General Meeting.

According to item 1 of Article 58 of Federal Law N 208 FZ dated December 26, 1995 «On Joint-Stock Companies» the quorum on the fifth item of the agenda is present.

The number of votes, cast for each voting option («FOR», «AGAINST» and «ABSTAINED») on the fifth item of the agenda of the General Meeting:

Voting option Number of votes
FOR 37 349 336 314
AGAINST 450 431
ABSTAINED 573 979 063

The number of votes on the fifth item of the agenda of the General Meeting, put to the vote, which were not counted with the ballots recognized invalid or on other grounds: 7 287 783.

The wording of decisions taken by the General Meeting of Shareholders on the fifth item of the agenda of the General Meeting:

To approve the Articles of Association of the Company in the new edition.

Sixth item of the agenda: Approval of the internal document of the Company: the Regulations on the procedure for preparation and holding of General Meeting of Shareholders of the Company in a new edition.

The number of votes, which the persons, included in the list of persons entitled to participate in the general meeting, had on the sixth item of the agenda of the General Meeting: 42 217 941 468.

The number of votes to be accounted for voting shares of the Company on the sixth item of the agenda of the General Meeting, determined subject to provisions of paragraph 4.20 of the Regulations: 42 217 794 691.

The number of votes, held by the persons who participated in the General Meeting, on the sixth item of the agenda of the General Meeting: 38 059 108 811, representing more than half of the votes of placed voting shares of the Company on the sixth item of the agenda of the General Meeting.

According to item 1 of Article 58 of Federal Law N 208 FZ dated December 26, 1995 «On Joint-Stock Companies» the quorum on the sixth item of the agenda is present.

The number of votes, cast for each voting option («FOR», «AGAINST» and «ABSTAINED») on the sixth item of the agenda of the General Meeting:

Voting option Number of votes
FOR 37 491 194 938
AGAINST 50 978 333
ABSTAINED 381 944 348

The number of votes on the sixth item of the agenda of the General Meeting, put to the vote, which were not counted with the ballots recognized invalid or on other grounds: 6 935 972.

The wording of decisions taken by the General Meeting of Shareholders on the sixth item of the agenda of the General Meeting:

To approve the Regulations on the procedure for preparation and holding of General Meeting of Shareholders of the Company in the new edition.

Seventh item of the agenda: Approval of the internal document of the Company: the Regulations on the Audit Commission of the Company in a new edition.

The number of votes, which the persons, included in the list of persons entitled to participate in the general meeting, had on the seventh item of the agenda of the General Meeting: 42 217 941 468.

The number of votes to be accounted for voting shares of the Company on the seventh item of the agenda of the General Meeting, determined subject to provisions of paragraph 4.20 of the Regulations: 42 217 794 691.

The number of votes, held by the persons who participated in the General Meeting, on the seventh item of the agenda of the General Meeting: 38 059 108 811, representing more than half of the votes of placed voting shares of the Company on the seventh item of the agenda of the General Meeting.

According to item 1 of Article 58 of Federal Law N 208 FZ dated December 26, 1995 «On Joint-Stock Companies» the quorum on the seventh item of the agenda is present.

The number of votes, cast for each voting option («FOR», «AGAINST» and «ABSTAINED») on the seventh item of the agenda of the General Meeting:

Voting option Number of votes
FOR 37 465 632 879
AGAINST 646 857
ABSTAINED 457 785 416

The number of votes on the seventh item of the agenda of the General Meeting, put to the vote, which were not counted with the ballots recognized invalid or on other grounds: 6 988 439.

The wording of decisions taken by the General Meeting of Shareholders on the seventh item of the agenda of the General Meeting:

To approve the Regulations on the Audit Commission of the Company in the new edition.

Eighth item of the agenda: Approval of the liability insurance contract of directors and officers of the Company, which is a related party transaction.

According to paragraph 4.20 of the Regulations quorum on the eighth item of the agenda is determined based on the number of placed voting shares as of the date of the list of persons entitled to participate in the general meeting minus shares held by persons recognized as related parties pursuant to Article 81 of the Federal Law «On Joint-Stock Companies».

The number of votes, which the persons, included in the list of persons entitled to participate in the general meeting, had on the eighth item of the agenda of the General Meeting: 42 217 941 468.

The number of votes, possessed by all the persons, included in the list of persons entitled to participate in the General Meeting and being not related parties, had on the eighth item of the agenda: 21 011 467 967.

The number of votes to be accounted for voting shares of the Company, whose holders are not related parties, determined subject to provisions of paragraph 4.20 of the Regulations: 21 011 467 967.

The number of votes, possessed by the persons who are not related parties and participated in the General Meeting on the eighth item of the agenda of the General Meeting: 16 852 635 310, representing more than half of the votes of placed voting shares of the Company on the given item of the agenda of the General Meeting.

According to item 1 of Article 58 of Federal Law N 208 FZ dated December 26, 1995 «On Joint-Stock Companies» the quorum on the eighth item of the agenda is present.

According to item 4 of Article 83 of the Federal Law «On Joint-Stock Companies» decision on the eighth item of the agenda is taken by a majority of votes of all shareholders - owners of voting shares being not related parties.

The number of votes, cast for each voting option («FOR», «AGAINST» and «ABSTAINED») on the eighth item of the agenda of the General Meeting:

Voting option Number of votes
FOR 3 595 351 611
AGAINST 10 851 903 157
ABSTAINED 2 269 256 288

The number of votes on the eighth item of the agenda of the General Meeting, put to the vote, which were not counted with the ballots recognized invalid or on other grounds: 7 362 738.

The votes cast for the voting option «FOR» do not constitute a majority of the votes of all shareholders - owners of voting shares of the Company being not related parties on the eighth item of the agenda.

Following the voting results NO DECISION WAS TAKEN.

This report is made on 8 sheets in duplicate.

Date of the report drawing up: 26 June 2014.

Person presiding at the Annual General Meeting of Shareholders of IDGC of Centre O.Y. Isaev

Secretary of Annual General Meeting of Shareholders of IDGC of Centre A.A. Varlamov

Documents for AGSM 26.06.2014

Interregional Distribution Grid Company of Centre, Joint-Stock Company
127018, Moscow, Russia, 2nd Yamskaya, 4

NOTICE
on holding the Annual General Meeting of Shareholders of IDGC of Centre, JSC

Interregional Distribution Grid Company of Centre, Joint-Stock Company informs about holding the Annual General Meeting of Shareholders in the form of a meeting (joint attendance) with the following agenda:

1. Approval of the annual report, annual accounting statements, as well as the distribution of profit (including payment of dividends) and losses of the Company following the results of fiscal year 2013.

2. Election of members of the Board of Directors of the Company.

3. Election of members of the Audit Commission of the Company.

4. Approval of the Company's Auditor

5. Approval of the Articles of Association of the Company in a new edition.

6. Approval of the internal document of the Company: the Regulations on the procedure for preparation and holding of general meeting of shareholders of the Company in a new edition.

7. Approval of the internal document of the Company: the Regulations on the Audit Commission of the Company in a new edition.

8. Approval of the liability insurance contract of directors and officers of the Company, which is a related party transaction.

The date of the General Meeting of Shareholders of IDGC of Centre: 26 June 2014.

The time of the Meeting: 10 hours 00 minutes Moscow time.

The time of the registration start: 09 hours 00 minutes Moscow time.

The venue of the Meeting: Moscow, Dmitrovskoye shosse, 171 (Hotel Holiday Inn Vinogradovo, conference centre).

Completed ballot papers can be sent to one of the following addresses:

  • 127018, Russia, Moscow, 2nd Yamskaya, 4, IDGC of Centre;
  • 115172, Russia, Moscow, p/o box 4, Reestr-RN LLC.

While defining the quorum and voting results the votes represented by ballots received by the Company or Registrar not later than two days prior the date of holding the Annual General Meeting of Shareholders are taken into account - «23» June 2014.

Persons entitled to participate in the Annual General Meeting of Shareholders of the Company may learn specified information (materials) in the period from 05 June 2014 to 26 June 2014 from 10 hours 00 minutes to 17 hours 00 minutes, excluding weekends and holidays, as well as on 26 June 2014 during the AGM at the following addresses:

  • Russia, Moscow, 2nd Yamskaya, 4, IDGC of Centre,
  • Russia, Moscow, Podkopaevsky pereulok, 2/6, building 3-4, Reestr-RN LLC,

as well from 05.06.2014 on the Company's website at: http://www.mrsk-1.ru/about/management/controls/stockholders/material/26062014/.

If a person recorded in the register of shareholders of the Company is a nominee holder of shares, this information (materials) shall be sent until 05 June 2014 in electronic form (in the form of electronic documents signed with electronic signatures) to the nominee shareholder.

The specified information (materials) shall be available to the persons entitled to participate in the Annual General Meeting of Shareholders of the Company on the day of holding the Annual General Meeting of Shareholders of the Company at its venue.

The list of the persons eligible to participate in the Annual General Meeting of Shareholders of the Company was recorded on «12» May 2014.

Board of Directors of IDGC of Centre, JSC

Information telephone: (495) 747-92-92 (35-38)

Contact person: Andrey A. Varlamov

01. Annual financial statements, including the Auditor's opinion, the conclusion of the Audit Commission of the Company on the audit of the annual financial statements; rar, 1Mb);
03. Report of the Audit Commission about the data reliability contained in the Company's Annual Report; (doc, 73Kb);
04. Information about the nominations to the Board of Directors of the Company; (doc, 102Kb);
05. Information about the nominations to the Audit Commission of the Company; (doc, 47Kb);
06. Information about the nomination of the Company’s Auditor; (doc, 20Kb);
07. Information about the presence or absence of a written consent of the candidates nominated for election to the Board of Directors of the Company and Audit Commission of the Company; (doc, 61Kb);
08. Articles of Association of the Company in the current edition; (rar, 59Kb);
09. Draft of the Articles of Association of the Company in a new edition; (doc, 253Kb);
10. Regulations on the procedure for preparation and holding of general meeting of shareholders of the Company in the current edition; (doc, 99Kb);
11. Draft of the Regulations on the procedure for preparation and holding of general meeting of shareholders of the Company in a new edition; (doc, 81Kb);
12. Regulations on the Audit Commission of the Company in the current edition; (doc, 81Kb);
13. Draft of the Regulations on the Audit Commission of the Company in a new edition; (doc, 130Kb);
14. Recommendations of the Board of Directors of the Company regarding distribution of profits and losses of the Company following the results of the fiscal year; (doc, 77Kb);
15. Recommendations of the Board of Directors of the Company on the amount of dividends on shares of the Company and the payment procedure (doc, 72Kb);
16. Draft resolutions of the annual general meeting of shareholders of the company; (doc, 53Kb);
17. Conclusion of the Audit Committee of the Board of Directors of the Company on the reliability of the annual financial statements; (doc, 44Kb);
18. Conclusion of the Audit Committee of the Board of Directors of the Company on the assessment of the Company’s Auditor’s opinion; (doc, 28Kb);
19. Conclusion of the Audit Committee of the Board of Directors of the Company on the assessment of the nomination of the Auditor of the Company; (doc, 44Kb);
20. Conclusion of the Personnel and Remuneration Committee of the Board of Directors of the Company on the assessment of the nominations to the Board of Directors of the Company. (rar, 41Kb);