Frequently asked questions

How does IDGC of Centre inform shareholders of General Shareholders’ Meetings, as well as the decisions taken?

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

No later than 20 (twenty) 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 delivered against signature to each person, entitled to participate in the GM and registered in the Company’s register of shareholders.

Persons whose rights to shares of the Company are accounted by a nominal holder, receive information and materials to meetings of shareholders as well as the text of ballots for voting in the depository at the place of registration of their securities under the terms of the contract entered into by them with the depositary. To this end, the Company through the Registrar sends the documents in electronic form to nominal holders of shares on the above date.

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 General Meeting of Shareholders, in the form of the Report on voting results in the manner prescribed for the notice of the General Meeting of Shareholders, no later than four business days after the closing date of the General Meeting of Shareholders.

If on the record date of the list of persons entitled to participate in the GM, the person registered in the register of shareholders of the Company is a nominee shareholder, the Report on voting results is sent by the Company in electronic form (in the form of an electronic document signed by electronic signature) to the nominal holder of the shares. The nominee shareholder is obliged to communicate the Report on voting results to his depositors, received by him, in the manner and time frame established by regulations of the Russian Federation or the contract with the depositor.

What is the course of actions in regards with the Extraordinary General Meeting of shareholders?

Extraordinary General Meeting is held in accordance with a decision of the Board of Directors on their own initiative, the requirements of the Audit Commission, the Auditor of the Company, as well as a shareholder (shareholder s) owning not less than ten (10) percent of the voting shares of the Company as of the date of the request.

The decision of the Board of Directors to convene an Extraordinary General Meeting or a reasoned decision to reject its convocation is sent to the persons requesting its convening no later than 3 (three) days from the date of the decision.

If the proposed agenda for the Extraordinary General Meeting includes the election of members of the Board of Directors the General Meeting of shareholders shall be held within 75 (Seventy-five) days from the date of the request to hold an extraordinary General Meeting of shareholders of the Company.

A shareholder (shareholders) of the Company, holding in aggregate not less than 2 (two) percent of the voting shares of the Company, shall have the right to propose candidates for election to the Board of Directors, whose number may not exceed the number of the members of the Board of Directors. Such proposals must be submitted to the Company not less than 30 (thirty) days before the date of the Extraordinary General Meeting.

Notice of the Extraordinary General Meeting of Shareholders shall be made in the following terms:

- not later than 20 days prior to the meeting (in accordance with subpara. 1 of para. 1 of Article 52 of Federal Law of 26.12.1995 № 208-FZ "On Joint Stock Companies");

- not later than 30 days prior to the meeting if the agenda includes the issue of reorganization of the company (in accordance with subpara. 1 of para. 1 of Article 52 of Federal Law of 26.12.1995 № 208-FZ "On Joint Stock Companies");

- not later than 50 days prior to the meeting if the agenda includes the issues stipulated in para. 2 and 8 of Article 53 of Federal Law of 26.12.1995 № 208-FZ "On Joint Stock Companies" (in accordance with subpara. 2 of para. 1 of Article 52 of Federal Law of 26.12.1995 № 208-FZ "On Joint Stock Companies").

What is the course of actions when making items on the agenda of the General Meeting of shareholders and the nomination of candidates to the management and control bodies of the Company?

In accordance with clause 13.1. of Article 13 of the Articles of Association of the Company a stockholder (stockholders) holding in aggregate not less than 2% of the voting shares of IDGC of Centre has (have) the right to put items on the agenda of the General Meeting of shareholders and nominate candidates to the Board of Directors and Audit Commission of the Company, whose number may not exceed the number of members of the corresponding body. Such proposals must be submitted to the Company not later than 60 days after the end of the fiscal year.

Does the shareholder have the right in the course of the General Meeting of shareholders to reconsider his/her decision on any item and to contact the tabulation commission, demanding to cancel his completed ballot?

Federal Law "On Joint Stock Companies" does not provide such a right of the shareholder having revised his/her decision on any item at the General Meeting of shareholders to refer to the tabulation commission with a request to cancel his/her ballot and issue a ballot to be filled in anew, instead of the ballot, accepted for voting.

How is the Board of Directors of the Company elected at a General Meeting of shareholders of IDGC of Centre?

In accordance with clause 4 of Article 66 of the Federal Law "On Joint Stock Companies" the election of members of the Board of Directors of the Company is performed by cumulative voting. The candidates with the highest number of votes shall be considered to be elected to the Board of Directors of the Company.

Shareholders who vote in regards with the item on election of members of the Board of Directors of IDGC of Centre, first of all, make a decision: to vote for the election of candidates proposed by the ballot, to vote against all candidates or to abstain from all candidates.

Shareholders who choose the voting option "FOR" shall have the right to elect members of the Board of Directors of the Company by cumulative voting. In cumulative voting the number of votes held by the shareholder is multiplied by the number of persons to be elected to the Board of Directors of the Company (11), and the shareholder may give all such votes (for the convenience of shareholders the number of cumulative votes is indicated in the ballot) fully for one candidate or distribute them among two or more candidates.

If the number of candidates listed in the ballot for the election of members of the Board of Directors of the Company does not exceed the number of members of the Board of Directors, stipulated by the Articles of Association of IDGC of Centre, - 11, then the candidates shall be considered to be elected regardless of the number of votes.

If the number of candidates listed in the ballot for the election of members of the Board of Directors of the Company exceeds the number of members of the Board of Directors, stipulated by the Articles of Association of IDGC of Centre, - 11, then 11 candidates shall be considered to be elected with the highest number of votes.

What is the term of office of the Board of Directors of the Company, elected by the shareholders at the AGM?

Members of the Board of Directors of the Company are elected by the AGM for a term until the next annual General Meeting of shareholders.

If the AGM is not held within the fixed period (not less than two months and no later than six months after the end of the fiscal year), the powers of the Board of Directors of the Company cease, except the powers to prepare, convene and hold the Annual General Meeting of shareholders.

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