Extraordinary General Meetings 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).

Persons entitled to convoke

Extraordinary General Meetings of Shareholders (hereinafter – the EGM) is held:

  • by decision of the Board of Directors of the Company on its own initiative;
  • at the request of the Audit Commission of the Company;
  • at the request of the Auditor of the Company;
  • at the request of a shareholder (s) holding at least 10% of voting shares of the Company on the date of the request.

Dates of holding and convocation

EGM, convened at the request of the Audit Commission of the Company, the Auditor of the Company or shareholders (a shareholder) holding not less than 10% of voting shares of the Company, shall be held within 40 days from the date of the request to hold the EGM of the Company [1]

Within 5 days from the date of request by the said persons to convene the EGM the Board of Directors of the Company shall decide to convene a meeting or to refuse its convocation.

Decision of the Board of Directors to convene the EGM or a reasoned decision to refuse its convocation is sent to the persons requesting its convocation within 3 days from the date of its adoption.

If the proposed agenda of the meeting includes election of members of the Board of Directors of the Company:

GM shall be held within 75 days from the date of the request to hold the EGM of the Company.

A shareholder (s) of the Company, holding in aggregate at least 2 percent of voting shares of the Company, have the right to propose nominations 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 shall be received by the Company no later than 30 days before the date of the EGM.

The Board of Directors of the Company shall consider the proposals and decide on their inclusion in the agenda of the EGM or to refuse to include in the agenda no later than 5 days after the end of the period specified in the paragraph above.

List of persons to participate

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 GM of the Company and later than 55 days before the date of holding the GM of the Company.

Notice of the meeting holding

Notice of the EGM shall be made no later than 50 days prior to the meeting.

Ballot papers

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.

Information (materials) concerning the agenda

Information (materials) concerning the agenda of the GM within 20 (twenty) days [2] 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] except as provided for in paragraph 14.9. of the Articles of Association of the Company.

[2] 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