• As specified in Article 10.1 of the Articles of Association , the supreme management body of the Company is the General Meeting of Shareholders.
  • Information Concerning Changes in the Issuer’s Authorized Capital




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    8.1.2. Information Concerning Changes in the Issuer’s Authorized Capital


    No changes in the authorized capital in the reporting period

    8.1.3. Information Concerning the Procedure for Convening and Holding the Meeting (Session) of the Issuer’s Supreme Management Body


    Supreme management body of the issuer: As specified in Article 10.1 of the Articles of Association, the supreme management body of the Company is the General Meeting of Shareholders.

    Procedure for notifying shareholders (members) of the upcoming meeting (session) of the supreme management body of the issuer:

    In accordance with paragraph 10.5 of Article 10 of the Company’s Articles of Association, notices of the General Meeting of Shareholders shall be posted on the Company’s website at www.rosseti.ru at least thirty (30) days before the date of the General Meeting of Shareholders.

    In the instances specified in paragraph 10.6.2 of the Articles of Association and paragraphs 2 and 8 of Article 53 of the Federal Law “On Joint-Stock Companies,” the date of the Extraordinary General Meeting of Shareholders shall be announced at least seventy (70) days before the scheduled date.

    Any notice of the General Meeting of Shareholders shall specify as follows:

    • full corporate name of the Company and the registered address of the Company;

    • form of the General Meeting of Shareholders (in person or in absentia);

    • date, place (including the particulars of the premises), time of the General Meeting of Shareholders and the postal address to which completed ballots may be sent or, if the General Meeting of Shareholders is held in absentia, the deadline date for receipt of ballots and the postal address to which completed ballots shall be sent;

    • date of the list of the persons entitled to participate in the General Meeting of Shareholders;

    • agenda of the General Meeting of Shareholders;

    • procedure of access to information (materials) to be provided during preparations for the General Meeting of Shareholders, and the address(es) where it is available;

    • information about the documents required for entrance to the premises where the General Meeting of Shareholders will be held if entrance to the premises is not free.

    In accordance with paragraph 10.4 of Article 10 of the Articles of Association, the list of the persons entitled to participate in the General Meeting of Shareholders shall be made according to the information in the Company’s shareholder register.

    The date of the list of the persons entitled to participate in the General Meeting of Shareholders may not be earlier than ten (10) days after the date of adopting a decision to hold the General Meeting of Shareholders or later than fifty (50) days before the date of the General Meeting of Shareholders or, in the event specified in paragraph 10.6.2 of the Articles of Association, later than eighty (80) days before the date of the General Meeting of Shareholders.

    The date of the list of the persons entitled to participate in the Company’s General Meeting of Shareholders shall be disclosed at least seven (7) prior to such date.

    At the request of persons included on the list and holding at least one (1) percent of the votes, the Company shall provide access to the list for the persons entitled to participate in the General Meeting of Shareholders. The document details and postal addresses of the individuals on that list shall be provided only with the consent of the persons concerned.


    Persons (bodies) entitled to convene (request the convening of) the extraordinary meeting (session) of the issuer’s supreme management body and the procedure for submitting (making) such requests:

    In accordance with paragraph 10.7.1 of Article 10 of the Articles of Association, the Extraordinary General Meeting of Shareholders shall be held pursuant to a decision adopted by the Board of Directors on its own initiative or at the request of the Company’s Internal Audit Commission, the Company’s Auditor, and any shareholder(s) holding at least ten (10) percent of the Company’s voting shares as of the date of the request.

    The Extraordinary General Meeting of Shareholders requested by the Company’s Internal Audit Commission, the Company’s Auditor, or any shareholder(s) holding at least ten (10) percent of the Company’s voting shares shall be convened by the Company’s Board of Directors.

    The Extraordinary General Meeting of Shareholders requested by the Company’s Internal Audit Commission, the Company’s Auditor or any shareholder(s) holding at least ten (10) percent of the Company’s voting shares shall be held within fifty (50) days from the date of the request to hold the Extraordinary General Meeting of Shareholders.

    Any request to hold the Extraordinary General Meeting of Shareholders shall contain the wording of the items to be included on the agenda. Any request to hold the Extraordinary General Meeting of Shareholders may contain the wording of decisions on each of the items and specify the proposed form of the General Meeting of Shareholders.

    The Company’s Board of Directors may not make any changes in the wording of any items on the agenda, any decisions on such items or change the proposed form of the Extraordinary General Meeting of Shareholders convened at the request of the Company’s Internal Audit Commission, the Company’s Auditor, or any shareholder(s) holding at least ten (10) percent of the Company’s voting shares.

    In the event that the convocation of the Extraordinary General Meeting of Shareholders is requested by any shareholder(s), the request shall contain the name(s) of the shareholder(s) requesting such convocation and specify the number and category (type) of shares that they hold.

    Any request to convene the Extraordinary General Meeting of Shareholders shall be signed by the person(s) requesting the convocation of such Extraordinary General Meeting of Shareholders.


    Procedure for determining the date of a meeting (session) of the issuer’s supreme management body:

    In accordance with paragraph 10.1 of Article 10 of the Articles of Association, once a year, the Annual General Meeting of Shareholders shall be held, not earlier than five months and not later than six months after the end of the financial year. The date and procedure of the General Meeting of Shareholders, the list of materials (information) provided for shareholders during preparations for the General Meeting of Shareholders shall be determined by the Company’s Board of Directors in accordance with the provisions of the Federal Law “On Joint-Stock Companies,” other laws and regulations, and the Articles of Association.

    Any General Meeting of Shareholders other than the Annual General Meeting of Shareholders shall be extraordinary.

    The Extraordinary General Meeting of Shareholders requested by the Company’s Internal Audit Commission, the Company’s Auditor or any shareholder(s) holding at least ten (10) percent of the Company’s voting shares shall be held within fifty (50) days from the date of the request to hold the Extraordinary General Meeting of Shareholders.

    In the event that the Company’s Board of Directors shall be obliged to decide to hold the Extraordinary General Meeting of Shareholders to elect members of the Company’s Board of Directors pursuant to the Federal Law “On Joint-Stock Companies,” such General Meeting of Shareholders shall be held within ninety (90) days from the date of the relevant decision of the Company’s Board of Directors.
    Persons entitled to make proposals for the agenda of a meeting (session) of the issuer’s supreme management body and the procedure for making such proposals:

    Proposals for the agenda of the Company’s General Meeting of Shareholders (paragraph 10.6 of Article 10 of the Articles of Association):

    Any shareholder(s) of the Company holding an aggregate of at least two (2) percent of the Company’s voting shares shall have the right to include items on the agenda of the Annual General Meeting of Shareholders and nominate persons for the Board of Directors of the Company or the Internal Audit Commission of the Company, the number of such nominees not to exceed the number of members of the Company’s relevant body. Such proposals shall arrive at the Company not later than ninety (90) days after the end of the financial year.

    If any proposed agenda of the Extraordinary General Meeting of Shareholders includes the election of the Company’s Board of Directors, any shareholder(s) of the Company holding an aggregate of at least two (2) percent of the Company’s voting shares shall have the right to nominate up to as many directors as there are on the Board of Directors of the Company. Such proposals shall arrive at the Company not later than thirty (30) days before the date of the Extraordinary General Meeting of Shareholders.

    Proposals to include any items on the agenda of the Company’s General Meeting of Shareholders and nomination proposals shall be in writing, specifying the name of the proposing shareholder(s), the quantity and category (type) of shares that they hold, and shall be signed by the shareholder(s).

    Any proposal to include items on the agenda of the Company’s General Meeting of Shareholders shall contain the wording for each proposed item, and any nomination proposal shall contain the name of each nominee and the details of each nominee’s identity document (document series and/or number, date and place of issue, issuing authority), the name of the body for which such nominee is proposed, and any other information about the nominees as provided for in the Regulations for the Preparation and Holding Procedure for the General Meeting of Shareholders of the Company. Any proposal to include items on the agenda of the Company’s General Meeting of Shareholders may contain the wording of a decision on each proposed item.

    The Company’s Board of Directors shall consider any incoming proposals and decide either to include them on the agenda of the General Meeting of Shareholders or to refuse to do so not later than five (5) days after the end of the periods specified in paragraphs 10.6.1 and 10.6.2 of the Articles of Association. Any item proposed by the shareholder(s) shall be included on the agenda of the General Meeting of Shareholders, and nominees shall be included on the list of nominees for the relevant body of the Company to be put to a vote, unless:

    • the deadlines specified in paragraphs 10.6.1 and 10.6.2 of the Articles of Association are not met by the shareholder(s);

    • the shareholder(s) do not hold the required number of voting shares of the Company as specified in paragraphs 10.6.1 and 10.6.2 of the Articles of Association;

    • the proposal does not satisfy the requirements specified in paragraphs 10.6.3 and 10.6.4 of the Articles of Association;

    • the proposed item on the agenda for the Company’s General Meeting of Shareholders falls beyond its competence and/or does not comply with the requirements of the Federal Law “On Joint-Stock Companies” or any other laws and regulations of the Russian Federation.

    A substantiated decision of the Company’s Board of Directors to refuse to include any proposed item on the agenda of the General Meeting of Shareholders or include any nominee on the list of nominees for the Company’s Board of Directors or Internal Audit Commission shall be sent to the proposing or nominating shareholder(s) within three (3) days from the date of the decision.

    Apart from items proposed by shareholders for the agenda of the General Meeting of Shareholders, and if there are no such proposals, or none or an insufficient number of the nominees are proposed by shareholders for the relevant body of the Company, the Board of Directors shall be entitled to include items on the agenda of the Company’s General Meeting of Shareholders or include nominees on the list of nominees at its discretion.

    Persons entitled to access to information (materials) provided for the preparation and holding of a meeting (session) of the issuer’s supreme management body and the procedure for providing access to such information (materials):

    In accordance with paragraph 3 of Article 52 of the Federal Law “On Joint-Stock Companies”, 20 days or (if the agenda of the General Meeting of Shareholders to be held contains the issue of the Company’s reorganization) 30 days prior to the General Meeting of Shareholders, information (materials) shall be made available to the persons entitled to participate in the General Meeting of Shareholders in the office of the Company’s executive body and other places at the addresses specified in the notice of the General Meeting of Shareholders.

    The above-mentioned information (materials) shall be available to the persons entitled to participate in the General Meeting of Shareholders during the meeting.

    At the request of any person entitled to participate in the General Meeting of Shareholders, the Company shall provide copies of the above-mentioned documents to such person. The fee charged by the Company for the provision of these copies may not exceed their duplication costs.

    Procedure for announcing (communicating to the issuer’s shareholders (members)) the decisions adopted by the issuer’s supreme management body and voting results:

    In accordance with paragraph 10.13 of Article 10 of the Company’s Articles of Association, the decisions adopted by the General Meeting of Shareholders and the voting results may be announced at the General Meeting of Shareholders during which such voting takes place and shall be communicated as the Voting Report to the persons included on the list of the persons entitled to participate in the General Meeting of Shareholders in accordance with the same procedure as prescribed for publishing the notice of the General Meeting of Shareholders (as specified in paragraph 10.5 of Article 10 of the Articles of Association, notices of the General Meeting of Shareholders shall be posted on the Company’s website at www.rosseti.ru) within four (4) business days after the General Meeting of Shareholders is declared closed or, if the General Meeting of Shareholders is held in absentia, after the deadline date for receipt of ballots.

    If, on the date of the list of the persons entitled to participate in the General Meeting of Shareholders, any nominee shareholder is registered on the Company’s shareholder register, then the Voting Report shall be sent electronically (as electronic documents certified with a digital signature) to such nominee shareholder. The nominee shareholder shall make the Voting Report received in accordance with this paragraph of the Company’s Articles of Association available to its depositors in accordance with the procedure and within the period set forth in legal regulations of the Russian Federation or the agreements with its depositors.

    The minutes of the General Meeting of Shareholders shall be posted on the Company’s corporate website at www.rosseti.ru within three (3) business days after the date of their issue.



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    Information Concerning Changes in the Issuer’s Authorized Capital

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