Extraordinary meeting of the General Meeting of Shareholders or absentee voting

Methods of decision-making by the General Meeting of Shareholders (GM):

• a meeting at which voting is combined with absentee voting (a meeting);
• without holding a meeting (absentee voting).

Preparation for a General Meeting of Shareholders or absentee voting

A list of persons entitled to vote in making decisions of the General Meeting of Shareholders

The list of persons entitled to vote when making decisions at the General Meeting of Shareholders of the Company is compiled in accordance with the rules of the Russian Federation legislation on securities for compiling a list of persons exercising rights under securities.

The date on which persons entitled to vote in making decisions of the General Meeting of Shareholders of the Company are determined (recorded) cannot be set earlier than 10 (Ten) days from the date of the decision to hold a meeting or absentee voting and more than 25 (Twenty-five) days before the date of the meeting or before the deadline for accepting ballots for absentee voting, except for the cases provided for in clause 2 of paragraph 12.2, paragraph 14.8 of Article 14 of the Company’s Articles of Association and the Federal Law “On Joint-Stock Companies”.

If the agenda contains an issue on the reorganization of the Company, the date on which persons entitled to vote in the adoption of decisions of the General Meeting of Shareholders of the Company are determined (recorded) may not be set more than 35 (Thirty-five) days before the date of the meeting or before the end date for accepting ballots for voting in the case of absentee voting.

Information on the date on which persons entitled to vote in the adoption of decisions of the General Meeting of Shareholders of the Company are determined (recorded) shall be disclosed in accordance with the legislation of the Russian Federation on securities no less than 7 (Seven) days prior to such date.

The list of persons entitled to vote in the adoption of resolutions by the Company’s General Meeting of Shareholders, excluding information regarding the expression of will of such persons, shall be made available by the Company for review upon request of persons included on this list who hold at least 1 (One) percent of the votes, beginning on the date of receipt by the Company, unless otherwise provided by the Russian Federation law. Information identifying individuals included on this list, excluding their last name, first name, and patronymic (if any), shall be provided only with the consent of such persons.

A notice of a meeting or absentee voting

A notice of a meeting or absentee voting shall be communicated to persons entitled to vote in the adoption of decisions of the General Meeting of Shareholders of the Company and registered in the register of shareholders of the Company by posting it on the Company’s website in the information and telecommunications network "Internet" at the address: www.mrsk-1.ru (hereinafter referred to as the Company’s website, the "Internet") no later than 30 (Thirty) days before the date of the meeting or before the end date of acceptance of voting ballots in the case of absentee voting, except for cases stipulated by the Federal Law “On Joint-Stock Companies” and paragraph 14.8 of Article 14 of the Company’s Articles of Association.

The notice of holding a meeting and the agenda of the meeting simultaneously constitute a notice of holding an absentee vote and the agenda of the absentee vote.

A notice of a meeting or absentee voting on a decision of the Board of Directors of the Company may be additionally communicated to persons entitled to vote in the adoption of decisions of the General Meeting of Shareholders of the Company and registered in the register of shareholders of the Company, in one or more of the following ways:

1. Sending an electronic message about holding a meeting or absentee voting to the email address of the relevant person specified in the register of shareholders of the Company.
2. Sending a text message about the holding of a meeting or absentee voting, containing the procedure for familiarization with such message, to the contact telephone number or email address specified in the register of shareholders of the Company.

Voting ballots

Voting at a meeting, including a meeting with remote participation, as well as in the event that decisions of the General Meeting of Shareholders of the Company are taken by absentee voting, is carried out only by ballot papers for voting on all issues on the agenda.

The receipt by the Company’s registrar of messages on the expression of will of persons who have the right to vote in the adoption of decisions of the General Meeting of Shareholders of the Company, who are not registered in the register of shareholders of the Company and, in accordance with the requirements of the legislation of the Russian Federation on securities, have given instructions (orders) on voting to persons who are responsible for recording their rights to shares, is equivalent to voting carried out by ballots.

The form and text of the voting ballot shall be approved by a decision of the Board of Directors of the Company.

A voting ballot shall be sent to each person registered in the register of shareholders of the Company and entitled to vote in the adoption of decisions of the General Meeting of Shareholders of the Company, no later than 20 (Twenty) days before the date of the meeting or before the deadline for accepting voting ballots in the case of absentee voting.

The voting ballot may be sent to persons registered in the register of shareholders of the Company and entitled to vote when making decisions of the General Meeting of Shareholders of the Company in the following ways:

• by regular mail;
• registered mail;
• using electronic or other technical means, including in the form of an electronic message to the email address specified in the register of shareholders of the Company.

The decision on the methods of sending voting ballots to persons registered in the register of shareholders of the Company and entitled to vote in the adoption of decisions of the General Meeting of Shareholders of the Company is made by the Board of Directors of the Company when making decisions on issues related to preparation for holding a meeting or absentee voting.

Completed ballots are sent to the postal address specified in the notice of the meeting or absentee voting.

The voting ballot may be completed and submitted by a shareholder of the Company in electronic form using electronic or other technical means, if such a possibility is provided for by a decision of the Board of Directors of the Company adopted in preparation for a meeting or absentee voting.

The acceptance of ballots for absentee voting, combined with voting at a meeting of the General Meeting of Shareholders of the Company, ends 2 (Two) days before the date of such meeting.

Information (materials) on agenda items

In preparation for a meeting or absentee voting, persons entitled to vote in the adoption of decisions of the General Meeting of Shareholders of the Company, depending on the issues included in the agenda, are provided with the following information (materials):

1. An annual report of the Company.
2. Annual financial statements of the Company, the auditor’s report on such statements.
3. The conclusion of the Audit Commission of the Company based on the results of the audit of the annual report of the Company, the annual financial statements of the Company.
4. Internal audit report.
5. Information about the candidate(s) to the Board of Directors of the Company, the Audit Commission of the Company, including information about their professional experience over the past 5 (Five) years.
6. A draft of amendments and additions to the Company’s Articles of Association, or a draft of the Company’s Articles of Association in a new edition.
7. Draft internal documents of the Company subject to approval by the General Meeting of Shareholders of the Company.
8. Information provided for in Article 32.1 of the Federal Law “On Joint Stock Companies” on shareholder agreements concluded within 1 (One) year prior to the date of the meeting or prior to the deadline for accepting voting ballots in the case of absentee voting.
9. The conclusion of the Board of Directors of the Company on a major transaction.
10. A report on related party transactions concluded by the Company in the reporting year.
11. Information on the total amount of unclaimed dividends on the Company’s shares, determined based on the financial statements of the Company on the last reporting date prior to the decision to hold the annual meeting of the General Meeting of Shareholders of the Company.
12. Information on the total number of shareholders in respect of whom the sending of notices of meetings and/or voting ballots, the payment of dividends, and the proportion of shares owned by them in the authorized capital of the Company and in the total number of voting shares of the Company have been suspended.
13. Draft resolutions of the General Meeting of Shareholders of the Company.
14. Recommendations of the Board of Directors of the Company on the distribution of profits, including the amount of dividends on the Company’s shares and the procedure for their payment, and the Company’s losses based on the results of the reporting year.
15. Information on the presence or absence of written consent of nominated candidates for election to the Board of Directors of the Company, the Audit Commission of the Company.

16. Information about the candidate for audit organizations of the Company, including:

    • the name of the self-regulatory organization of auditors of which the candidate for the audit organization of the Company is a member;
    • a description of the procedures used in selecting the audit organization, which ensure its independence and objectivity;
    • information on the proposed remuneration of the audit organization for audit and non-audit services;
    • information on other material conditions under which it is planned to conclude an agreement with the Company’s audit organization.
17. The position of the Board of Directors of the Company regarding the agenda.
18. Information on the results of the assessment of the market value of the property (the conclusion of the self-regulatory organization on the appraiser’s report) contributed as payment for additional shares placed by the Company, if payment for additional shares is made by non-cash means.
19. Justification for making decisions on increasing or decreasing the authorized capital, on consent to the execution or subsequent approval of major transactions and related party transactions.
20. Comparative tables of amendments proposed for introduction into the Company’s Articles of Association and internal documents of the Company subject to approval by the General Meeting of Shareholders of the Company, in comparison with the current version of the said documents of the Company.
21. A list of persons recognized as related to the conclusion of a transaction by the Company, indicating the grounds on which such persons are recognized as related - when approving related party transactions.
22. Information about the management organization or manager (including information about its (his) relation to persons controlling the Company) - in the event of consideration of the issue of transferring the powers of the sole executive body of the Company to the management organization (manager).
23. Justification of the proposed distribution of net profit and assessment of its compliance with the dividend policy adopted by the Company.
24. Information on corporate actions that resulted in a deterioration in the dividend rights of shareholders and (or) a dilution of their shares, as well as on court decisions that established the facts of shareholders using methods of receiving income at the expense of the Company other than dividends and liquidation value.
25. Information on travel to the location of the meeting, except in the case where a meeting with remote participation is held without determining the location of the meeting and the possibility of being present at this location.
26. A sample form of a power of attorney that a shareholder of the Company may issue to his representative for participation in a meeting or absentee voting, as well as information on the procedure for certifying such a power of attorney.
27. Other information (materials) provided for by regulatory legal acts of the Russian Federation.

The list of information (materials) to be provided to persons entitled to vote in the adoption of decisions of the General Meeting of Shareholders of the Company, in preparation for a meeting or absentee voting, is determined by the Board of Directors of the Company.

By decision of the Board of Directors of the Company, persons entitled to vote in the adoption of decisions of the General Shareholders Meeting of the Company, in preparation for a meeting or absentee voting, may be additionally provided with other information (materials).

By decision of the Board of Directors of the Company, information (materials) may be provided to persons entitled to vote in the adoption of decisions of the General Meeting of Shareholders of the Company, in preparation for a meeting or absentee voting, in a limited composition and (or) volume, taking into account the requirements of the legislation of the Russian Federation.

Information (materials) must be made available to persons entitled to vote in the adoption of decisions by the General Meeting of Shareholders of the Company for 20 (Twenty) days prior to the meeting date or the deadline for accepting absentee ballots, for absentee voting, at the premises of the Company’s executive body and other locations specified in the notice of the meeting or absentee voting, as well as on the Company’s website. This information (materials) must be accessible to persons participating in the meeting during the meeting. The Company strives to ensure the availability of materials at least 30 (Thirty) days prior to the meeting date or the deadline for accepting absentee ballots.

The procedure for familiarizing persons entitled to vote when making decisions of the General Meeting of Shareholders of the Company with information (materials) shall be determined by the decision of the Board of Directors of the Company.

If a person registered in the register of shareholders of the Company is a nominal holder of shares, the notice of a meeting or absentee voting and the information (materials) stipulated by paragraph 12.10 of Article 12 of the Articles of Association of the Company shall be provided in accordance with the rules of the legislation of the Russian Federation on securities for the provision of information (materials) to persons exercising rights under securities.

Quorum

During a meeting, persons entitled to vote in the adoption of decisions by the Company’s General Meeting of Shareholders may exercise their right to vote on agenda items by absentee voting or by voting at the meeting. Persons who voted in absentia may participate in the meeting without the opportunity to vote at the meeting.

At a meeting of the General Meeting of Shareholders (GM), the Company is authorized to make decisions (a quorum is present) if shareholders holding more than half of the Company’s outstanding voting shares participate in the meeting and absentee voting. Shareholders registered for the meeting, including by electronic or other technical means, are considered to have participated.

When conducting absentee voting, the General Meeting of Shareholders of the Company is authorized to make a decision (the absentee voting quorum is present) if shareholders who collectively hold more than half of the votes of the Company’s outstanding voting shares participate in the absentee voting.

Shareholders whose completed voting ballots were received by the Company no later than the closing date for accepting voting ballots are considered to have taken part in absentee voting.

Shareholders who, in accordance with the rules of the Russian Federation legislation on securities, have given instructions (orders) on voting to persons responsible for recording their rights to shares, are also considered to have taken part in absentee voting, if notifications of their expression of will are received no later than the closing date for accepting voting ballots during absentee voting.

If the agenda includes issues on which voting is carried out by different compositions of voters, the determination of a quorum for making decisions on these issues is carried out separately.

At the same time, the absence of a quorum for making decisions on issues voted on by one group of voters does not prevent the adoption of decisions on issues voted on by another group of voters, for the adoption of which a quorum exists.

If a quorum is not present at the annual meeting, a repeat meeting must be held with the same agenda. If a quorum is not present for decisions to be made by absentee vote, a repeat absentee vote may be held with the same agenda.

When holding a repeat meeting or a repeat absentee vote, the General Meeting of Shareholders of the Company is authorized to make decisions if shareholders who collectively hold at least 30 (Thirty) % of the votes of the Company’s outstanding voting shares participate in the repeat meeting or the repeat absentee vote.

If a repeat meeting or repeat absentee voting is held less than 40 (Forty) days after the failed meeting or after the deadline for accepting ballots for absentee voting, the persons entitled to vote in the adoption of decisions by the General Meeting of Shareholders of the Company at the repeat meeting or during the conduct of the repeat absentee voting shall be determined (recorded) on the date on which the persons entitled to vote in the adoption of decisions by the General Meeting of Shareholders of the Company at the meeting or during the conduct of the absentee voting, which was declared invalid, were determined (recorded).

If a quorum is not present at an annual meeting held pursuant to a court decision, a repeat meeting with the same agenda must be held no later than 60 (Sixty) days after the failed meeting. No further court action is required. The repeat meeting shall be prepared and held by the person or body of the Company specified in the court decision. If the specified person or body of the Company fails to notify of the annual meeting and/or fails to hold such annual meeting within the timeframe specified by the court decision, the repeat meeting shall be prepared and held by other persons or body of the Company that filed the claim with the court, provided that such persons or body of the Company are specified in the court decision.

In the event of a lack of quorum during absentee voting, which was conducted on the basis of a court decision, a repeat absentee voting will not be held.

Minutes

The functions of the Counting Commission are performed by the Registrar of the Company.

Following the voting results, the Company’s registrar prepares minutes of voting results, signed by their representative. The minutes of voting results are prepared no later than 3 (Three) business days after the close of the meeting or the deadline for accepting ballots in absentee voting, in 2 (Two) copies.

The minutes of the voting results shall be attached to the minutes of the results of the meeting or absentee voting for the adoption of decisions of the General Meeting of Shareholders of the Company (hereinafter referred to as the minutes of the General Meeting of Shareholders of the Company).

The conduct of the meeting and the voting results at the meeting, as well as the results of absentee voting, are confirmed by the minutes of the Company’s General Meeting of Shareholders. The minutes of the Company’s General Meeting of Shareholders are compiled no later than 3 (Three) business days after the closing of the meeting or the deadline for accepting ballots for absentee voting. The minutes of the Company’s General Meeting of Shareholders are compiled on paper in 2 (Two) copies.

The minutes of the General Shareholders Meeting of the Company shall be signed by the person chairing the meeting and the Secretary of the General Shareholders Meeting of the Company.

The minutes of the General Meeting of Shareholders of the Company, which indicate the results of absentee voting, are signed by the Chairman of the Board of Directors of the Company and the Secretary of the General Meeting of Shareholders of the Company.

An extract from the minutes of the General Meeting of Shareholders of the Company or from the minutes of the voting results may be signed by the Chairman of the Board of Directors of the Company (the Chairperson) and (or) the Secretary of the General Meeting of Shareholders of the Company, a person holding the position (performing the functions) of the sole executive body of the Company, or another person (persons) authorized by the Company.

The minutes of the General Shareholders Meeting of the Company shall be posted on the Company’s website no later than 3 (Three) days from the date of its preparation.

A report on voting results

The decisions taken by the General Meeting of Shareholders of the Company and the voting results may be announced at the meeting during which the voting was held and must also be communicated to persons entitled to vote when adopting decisions by the General Meeting of Shareholders of the Company in the form of a report on the voting results in the manner prescribed for notification of a meeting or absentee voting, no later than 4 (Four) business days after the closing date of the meeting or the end date for accepting ballots for voting in the case of absentee voting.

If, on the date of determining (recording) the persons entitled to vote when adopting decisions of the General Meeting of Shareholders of the Company, the person registered in the register of shareholders of the Company was a nominee holder of shares, the information contained in the report on the voting results shall be provided to the nominee holder of shares in accordance with the rules of the legislation of the Russian Federation on securities for the provision of information and materials to persons exercising rights under securities.

Meetings held in addition to the annual meeting are extraordinary.

Absentee voting for the adoption of decisions of the General Meeting of Shareholders of the Company is carried out by sending voting ballots, including, if provided for by the decision of the Board of Directors of the Company, by electronic or other technical means.

Persons entitled to demand an extraordinary meeting or absentee voting

An extraordinary meeting or absentee voting is held:

• by decision of the Board of Directors of the Company on the basis of its own initiative;
• at the request of the Audit Commission of the Company;
• at the request of the Company’s audit organization;
• at the request of shareholders (shareholder) who own at least 10 (Ten) % of the voting shares of the Company on the date of the request.

Timing of the General Meeting of Shareholders. Requirements for holding the General Meeting of Shareholders

An extraordinary meeting or absentee voting, the request for which was received from the Audit Commission of the Company, the audit organization of the Company or shareholders (shareholder) who own at least 10 (Ten) % of the voting shares of the Company, shall be held within 40 (Forty) days from the date of receipt of this request by the Company¹.

The request for holding an extraordinary meeting or absentee voting must formulate the issues to be included in the agenda.

This request may contain the wording of decisions on each of the proposed issues, as well as a proposal on the method of making decisions by the General Meeting of Shareholders of the Company.

If this request contains a proposal to nominate candidates, the proposal shall be subject to the relevant provisions of Article 13 of the Company’s Articles of Association.

The Board of Directors of the Company shall not have the right to make changes to the wording of agenda items, the wording of decisions on agenda items, or change the proposed method for adopting decisions of the General Meeting of Shareholders of the Company if an extraordinary meeting or absentee voting is held at the request of the Audit Commission of the Company, the audit organization of the Company, or shareholders (shareholder) of the Company who own at least 10 (Ten) % of the voting shares of the Company.

If a request for holding an extraordinary meeting or absentee voting is received from shareholders (shareholder), it must contain the names (titles) of the shareholders (shareholder) requesting the holding of such a meeting or such absentee voting and an indication of the number, category (type) of shares of the Company owned by them.

This request is signed by the person(s) requesting the holding of an extraordinary meeting or absentee voting.

Within 5 (Five) days from the date of receipt of the request to hold an extraordinary meeting or absentee voting, the Board of Directors of the Company must make a decision to hold or refuse to hold an extraordinary meeting or absentee voting.

A decision of the Company’s Board of Directors to hold an extraordinary meeting or absentee voting, or a reasoned decision to refuse to hold an extraordinary meeting or absentee voting, shall be sent to the persons requesting such meeting no later than 3 (Three) days from the date of such decision. If a request to hold an extraordinary meeting or absentee voting is received by the Company from persons who are not registered in the Company’s shareholder register and who have given instructions to the person responsible for recording their rights to shares, such decision of the Company’s Board of Directors shall be sent to such persons no later than 3 (Three) days from the date of its adoption, in accordance with the rules of the Russian Federation legislation on securities to provide information and materials to persons exercising rights to securities.

If, within the period specified in paragraph 14.5 of Article 14 of the Company’s Articles of Association, the Board of Directors of the Company has not made a decision to hold an extraordinary meeting or absentee voting, or has made a decision to refuse to hold them, the body of the Company or persons requesting the holding of an extraordinary meeting or absentee voting shall have the right to apply to the court with a demand to compel the Company to hold an extraordinary meeting or absentee voting.

A court decision compelling the Company to hold an extraordinary meeting or absentee voting specifies the timeframe for holding the extraordinary meeting or absentee voting. Enforcement of the court decision is assigned to the plaintiff or, at the plaintiff's request, to the Company’s body or other person, subject to their consent. Such body may not be the Company’s Board of Directors.

If the proposed agenda of the extraordinary meeting contains the issue of electing members of the Board of Directors of the Company:

• the meeting must be held within 75 (Seventy-five) days from the date the Company receives the request to hold it. In this case, the Company’s Board of Directors determines the date by which shareholders’ proposals for the nomination of candidates for election to the Company’s Board of Directors will be accepted;
• shareholders (shareholder) of the Company, who collectively own at least 2 (Two) percent of the voting shares of the Company, have the right to propose candidates for election to the Board of Directors of the Company, the number of which may not exceed the number of members of the Board of Directors of the Company.

Such proposals must be received by the Company no less than 30 (Thirty) days prior to the date of the extraordinary meeting.

Proposals for the nomination of candidates are subject to the relevant requirements of Article 13 of the Company’s Articles of Association.

The Board of Directors of the Company is obliged to consider the proposals received and make a decision on including the nominated candidates in the list of candidates for voting for elections to the Board of Directors of the Company at an extraordinary meeting or on refusing to include the nominated candidates in the said list no later than 5 (Five) days after the end of the period (30 (Thirty) days before the date of the extraordinary meeting).

In the event of a decision to refuse to include nominated candidates in the list of candidates for voting in elections to the Board of Directors of the Company, a reasoned decision of the Board of Directors of the Company on such refusal shall be sent to the person who nominated the candidate, in the manner established by paragraph 13.5 of Article 13 of the Articles of Association of the Company.

In cases where, in accordance with the Federal Law “On Joint-Stock Companies”, the Board of Directors of the Company is obliged to make a decision to hold an extraordinary meeting to elect members of the Board of Directors of the Company, such a meeting must be held within 70 (Seventy) days from the date of the decision to hold it made by the Board of Directors of the Company.

A list of persons to participate

The date on which persons entitled to vote in the adoption of decisions by the General Meeting of Shareholders of the Company are determined (recorded) may not be set earlier than 10 (Ten) days from the date of the decision to hold an extraordinary meeting and more than 55 (Fifty-five) days before the date of the extraordinary meeting.

A notice of an extraordinary meeting

A notice of an extraordinary meeting must be given no later than 50 (Fifty) days prior to the date of the meeting.

Quorum

If there is no quorum at an extraordinary meeting, a repeat extraordinary meeting may be held with the same agenda.

In the event of lack of a quorum during an extraordinary meeting held on the basis of a court decision, a repeat meeting will not be held.