Annual General Meeting of Shareholders

General Meeting of Shareholders (GM) may be held in two ways:

  • joint presence of shareholders (shareholders' representatives) to discuss agenda items and make decisions on issues put to a vote;
  • absentee voting (by poll).

Term of holding

Annual General Meeting of Shareholders of the Company (hereinafter – the AGM) shall be held not earlier than 2 months and not later than 6 months after the end of the reporting year.

Issues covered

At the AGM the following questions shall be decided in a mandatory manner:

  • election of the Board of Directors, the Audit Commission;
  • approval of the Company’s Auditor;
  • approval of the Company’s annual report, annual accounting (financial) statements;
  • distribution of profit (including payment (declaration) of dividends, except for the profit distributed as dividends for the first quarter, six months, nine months of the reporting year) and losses of the Company following the results of the reporting year;
  • other issues within the competence of the GM.

List of persons to participate

The list of persons, entitled to participate in the GM, is recorded in accordance with the rules of the RF legislation on securities for compilation of the list of persons exercising the rights for securities.

The date of determining (recording) persons entitled to take part in the GM of the Company cannot be established earlier than 10 days from the date of adopting resolution on convening the General Meeting of Company’s Shareholders and not later than 25 days before the date of holding the GM of the Company, and in the case provided for in subparagraph 14.9. of the Company’s Articles of Association - more than 55 days before the date of the GM.

The date of determining (recording) persons entitled to attend the GM is disclosed at least 7 days prior to that date.

Notice of the meeting holding

Notice of the GM is posted on the website of the Company (www.mrsk-1.ru) no later than 30 days prior to the meeting.

The text of the notice of the GM pursuant to a decision of the Board of Directors may additionally be sent electronically to those shareholders of the Company who informed the Company or the registrar of the email addresses to which such communications can be sent.

If a person registered in the Company’s shareholders’ register is a nominal holder of shares, a notice of the GM and information (materials) to be provided to persons entitled to participate in the GM in preparing for the GM of the Company shall be provided in accordance with the rules of the legislation of the Russian Federation on securities to provide information and materials to persons exercising rights in securities.

Ballot papers

Ballot papers shall be handed in against signature to each person indicated in the list of persons entitled to participate in the GM (its representative) registered for participation in the GM.

Not later than 20 days before the GM, the ballot papers on the agenda:

  • are sent by registered mail to the address specified in the list of persons, entitled to participate in the GM, or
  • handed out against signature to each person, recorded in the register of shareholders of the Company and entitled to participate in the GM.

Each person, included in the list, or his representative is provided with one copy of the bulletin for voting on all issues or one copy of two and more bulletins for voting on different issues.

When the GM is held in the form of joint presence, the persons included in the list of persons entitled to participate in the GM or their representatives have the right to register for participation in such meeting, or send completed ballots to the Company, or fill out the electronic bulletin form on the website, address of which is indicated in the notice about the conduct of the GM, if such a method of filling the bulletin is provided for by the decision of the Board of Directors in preparation for the conduct of the GM.

Information (materials) concerning the agenda

Information (materials) concerning the agenda of the GM within 20 days [1] prior to the GM shall be available to the persons entitled to participate in the GM, at the premises of the Company’s executive body, or at other places specified in the notice on the GM, as well as on the web-site of the Company (www.mrsk-1.ru).

This information (materials) shall be available to the persons participating in the GM during the meeting. The Company is committed to provide availability of the materials for the GM at least 30 days prior to the meeting.

The procedure for familiarization of persons entitled to participate in the GM with the information (materials) on items of the agenda of the GM and the list of such information (materials) shall be determined by the decision of the Board of Directors of the Company.

Quorum

The GM is competent (has a quorum) if attended by shareholders holding in aggregate more than half of placed voting shares of the Company.

Shareholders shall be deemed to have participated in the GM if they are registered as participants in it, including via the specified in the notice of the GM web-site (if such a possibility was envisaged by a decision of the Board of Directors of the Company), and shareholders whose ballots have been received, or the electronic form of the ballots that are filled on the web-site specified in the notice (if such a possibility was envisaged by a decision of the Board of Directors of the Company), no later than 2 days prior to the date of the GM.

Shareholders shall be also deemed to have participated in the GM, who, in accordance with the rules of the Russian Federation legislation on securities, issued to persons, registering their rights to shares, instructions on voting, if notifications about their will have been received no later than 2 days before the date of the GM. If the agenda of the GM includes items the voting on which different participants are entitled to vote, the quorum for adopting resolution on such items shall be established separately.

The absence of a quorum for decision-making on items to be voted on by one set of voters shall not prevent the adoption of decisions on items to be voted on by a different set of voters for which a quorum is available.

When holding the GM in the form of a meeting, information and communication technologies can be used to allow for the possibility of remote participation in the GM, discussion of issues on the agenda and decision-making on issues put to the vote without attendance at the venue of the GM.

Minutes

Minutes of the GM are made no later than 3 business days after the closing of the GM in two copies. Both copies are signed by Chairperson of the GM and Secretary of the GM (Corporate Secretary).

Minutes of the GM are posted on the website of the Company (www.mrsk-1.ru) no later than 3 days from the date of their making.

Report on voting results

Decisions, adopted by the GM, and the voting results may be announced at the GM, and should be communicated to persons included in the list of persons, entitled to attend the GM, in the form of the Report on voting results in the manner prescribed for the notice of the GM, no later than 4 business days after the closing date of the GM.

If on the determination (record) date of persons, entitled to attend the GM in the register of shareholders of the Company, the person is a nominee shareholder, the information contained in the Voting Report is provided to the nominal holder of shares in accordance with the rules of the securities legislation of the Russian Federation for the provision of information and materials to persons exercising rights in securities.


[1] In the case of the GM, the agenda of which contains the issue of reorganization of the Company – within 30 days prior to the GM.

Сообщение о хищении электроэнергии