June 15, 2012 the Annual General Meeting of Shareholders of IDGC of Centre was held in the conference center of the hotel complex Holiday Inn Vinogradovo in Moscow chaired by Deputy General Director — Chief of Staff of IDGC Holding Alexander A. Popov. Over 100 shareholders and their representatives attended the meeting.
During the meeting, the shareholders took part in the discussion and voting on the six agenda items:
1. Approval of the annual report, annual accounting statements, including profit and loss statement of the Company, as well as the distribution of income (including dividends) and losses of the Company following the results of fiscal year 2011;
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. On amendments to the Company’s Articles of Association;
6. Approval of the Regulations on the procedure for convening and holding meetings of the Board of Directors of IDGC of Centre in the new edition.
General Director of IDGC of Centre Dmitry O. Gudzhoyan, Deputy General Director for Economics and Finance of IDGC of Centre Konstantin N. Orlov, Deputy General Director for Corporate Governance Olga V. Tkacheva reported to the shareholders on the agenda items.
Speaking at the meeting, Dmitry O. Gudzhoyan stressed: “Summing up the year of 2011, it is possible to say that IDGC of Centre ended the year with good economic, financial and operational indicators. In 2011, the Company increased the amount of electrical energy transmission by 1.1% against the previous year. Indicators of revenue, EBITDA and net profit increased by 13%, 26% and 11%. At the end of the reporting period all the key performance indicators, approved by the Board of Directors of the Company in 2011, including the indicator of electricity losses to supply to the grid, reliability, and efficiency of the Investment Program implementation, were achieved”.
Summing up the meeting, Alexander A. Popov mentioned the excellent organization of the Annual General Meeting of Shareholders and thanked the management and staff of IDGC of Centre.
The owners of 90,38 % shares of the Company participated in the voting on the agenda items. The meeting, which was held in the form of joint presence of shareholders, took decisions on all the agenda items.
The shareholders approved the Annual Report, Annual Financial Statements, including Profit and Loss Statement, as well as distribution of profit/losses following the results of 2011. Net income in the amount of 5 203.5 million rubles was distributed as follows: 4 781.3 million rubles — for the development, and 422.2 million rubles — for the payment of dividends.
The shareholders decided to pay dividends on ordinary shares of the Company following the results of 2011 in the amount of 0.01 ruble per ordinary share of the Company in cash within 60 days from the date of the decision on their payment.
The Shareholders’ Meeting elected the new members of the Board of Directors that included:
1. Alexander Markovich Branis — Prosperity Capital Management (Russian Federation) Ltd., Director;
2. Dmitry Olegovich Gudzhoyan — General Director of IDGC of Centre;
3. Alexey Vladimirovich Demidov — Member of the Management Board, First Deputy General Director of IDGC Holding;
4. Madina Valeryevna Kaloeva — Deputy Director of Department of economic regulation and property relations in fuel-and-power sector of Ministry of Energy of Russia;
5. Mikhail Yuryevich Kurbatov — Member of the Management Board, Deputy General Director of IDGC Holding;
6. Alexander Albertovich Popov — Deputy General Director — Chief of Staff of IDGC Holding;
7. Maxim Mikhailovich Saukh — First Deputy Head of Corporate Governance and Shareholders Interaction Department of IDGC Holding;
8. Alexander Grigoryevich Starchenko — Director for Power Engineering of NLMK;
9. Natalia Anatolyevna Umanets — Head of Legal Department of IDGC Holding;
10. Roman Alexeyevich Filkin — Representative Office of Prosperity Capital Management (Russian Federation) Ltd., Co-Director, power engineering, machine building;
11. Alexander Viktorovich Shevchuk — Nonprofit organization Association for Protection of rights of investors, Deputy Executive Director.
The members of the Audit Commission were elected as follows:
1. Izumrud Aligadzhiyevna Alimuradova — Director for Internal Audit and Risk Management (Head of the Department of Internal Audit and Risk Management) of IDGC Holding
2. Vladimir Nikolaevich Arkhipov — Head of the Security Department of IDGC Holding
3. Igor Yuryevich Bogachev — Leading Expert of the Division for Audit and Expertise of the Department for Internal Audit and Risk Management of IDGC Holding
4. Galina Ivanovna Meshalova — Chief Expert of the Division for Audit and Expertise of the Department for Internal Audit and Risk Management of IDGC Holding
5. Olga Viktorovna Popova — Head of Internal Audit Division of the Department for Internal Audit and Risk Management of IDGC Holding
ZAO KPMG was approved as the Company’s Auditor.
The amendments to the Company’s Articles of Association and the Regulations on the procedure for convening and holding meetings of the Board of Directors of IDGC of Centre in the new edition were approved.