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Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 8 488 068 405 (Eight billion four hundred eighty-eight million fifty-eight thousand four hundred and five) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting ordinary registered uncertificated shares of JSC Belgorodenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Belgorodenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The ordinary shares that belonged to shareholders of JSC Belgorodenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The ordinary shares of JSC Belgorodenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of ordinary registered shares of JSC Belgorodenergo to be converted into additional ordinary shares of IDGC of Centre, JSC is 896 277 (Eight ninety-six thousand two hundred seventy-seven) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for 78000 /738687280 ordinary registered shares of JSC Belgorodenergo with nominal value of 3800 (Three thousand eight hundred) rubles.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Belgorodenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Belgorodenergo including shares purchased from shareholders of JSC Belgorodenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Belgorodenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Belgorodenergo.
Ordinary registered shares of JSC Belgorodenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Belgorodenergo, based on data from the register of shareholders of JSC Belgorodenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 2 186 314 069 (two billion one hundred eighty-six million three hundred and fourteen thousand and sixty-nine) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting preference registered uncertificated shares type A of JSC Belgorodenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Belgorodenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The preference registered uncertificated shares type A that belonged to shareholders of JSC Belgorodenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The preference registered shares type A of JSC Belgorodenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of preference registered shares type A of JSC Belgorodenergo to be converted into additional ordinary registered shares of IDGC of Centre, JSC — 252 083 (Two hundred fifty-two thousand and eighty-three) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for 78000 /676489811 preference shares type А of JSC Belgorodenergo with nominal value of 3800 (Three thousand eight hundred) rubles.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Belgorodenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Belgorodenergo including shares purchased from shareholders of JSC Belgorodenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Belgorodenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Belgorodenergo.
Preference registered shares type A of JSC Belgorodenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Belgorodenergo, based on data from the register of shareholders of JSC Belgorodenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 2 263 650 296 (Two billion two hundred sixty-three million six hundred fifty thousand two hundred ninety-six) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting ordinary registered uncertificated shares of JSC Bryanskenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Bryanskenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The ordinary shares that belonged to shareholders of JSC Bryanskenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The ordinary shares of JSC Bryanskenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of ordinary registered shares of JSC Bryanskenergo to be converted into additional ordinary shares of IDGC of Centre, JSC is 9 506 650 (Nine million five hundred six thousand six hundred fifty) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks is swapped for 78000 /18572663 ordinary shares of JSC Bryanskenergo with nominal value of 10 (Ten) rubles.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Bryanskenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Bryanskenergo including shares purchased from shareholders of JSC Bryanskenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Bryanskenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Bryanskenergo.
Ordinary registered shares of JSC Bryanskenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Bryanskenergo, based on data from the register of shareholders of JSC Bryanskenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 686 373 159 (Six hundred eighty six million three hundred and seventy-three thousand one hundred fifty-nine) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting preference registered uncertificated shares type A of JSC Bryanskenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Bryanskenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The preference registered uncertificated shares type A that belonged to shareholders of JSC Bryanskenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The preference registered shares type A of JSC Bryanskenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of preference registered shares type A of JSC Bryanskenergo to be converted into additional ordinary registered shares of IDGC of Centre, JSC — 3 147 550 (Three million one hundred and forty-seven thousand five hundred fifty) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for 78000 /17008845 preference shares type А of JSC Bryanskenergo with nominal value of 10 (Ten) rubles.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Bryanskenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Bryanskenergo including shares purchased from shareholders of JSC Bryanskenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Bryanskenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Bryanskenergo.
Preference registered shares type A of JSC Bryanskenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Bryanskenergo, based on data from the register of shareholders of JSC Bryanskenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 5 365 869 111 (Five billion three hundred sixty-five million eight hundred sixty-nine thousand one hundred eleven) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting ordinary registered uncertificated shares of JSC Voronezhenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Voronezhenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The ordinary shares that belonged to shareholders of JSC Voronezhenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The ordinary shares of JSC Voronezhenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of ordinary registered shares of JSC Voronezhenergo to be converted into additional ordinary shares of IDGC of Centre, JSC is 56 151 024 (Fifty-six million one hundred fifty-one thousand twenty-four hundred) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks is swapped for78000 /7453771 ordinary shares of JSC Voronezhenergo with nominal value of 10 (Ten) rubles.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Voronezhenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Voronezhenergo including shares purchased from shareholders of JSC Voronezhenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Voronezhenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Voronezhenergo.
Ordinary registered shares of JSC Voronezhenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Voronezhenergo, based on data from the register of shareholders of JSC Voronezhenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 1 638 000 383 (One billion six hundred thirty-eight million three hundred eighty-three) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting preference registered uncertificated shares type A of JSC Voronezhenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Voronezhenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The preference registered uncertificated shares type A that belonged to shareholders of JSC Voronezhenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The preference registered shares type A of JSC Voronezhenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of preference registered shares type A of JSC Voronezhenergo to be converted into additional ordinary registered shares of IDGC of Centre, JSC — 18 716 678 (Eighteen million seven hundred and sixteen thousand six hundred seventy-eight) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for 78000 /6826164 preference shares type А of JSC Voronezhenergo with nominal value of 10 (Ten) rubles.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Voronezhenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Voronezhenergo including shares purchased from shareholders of JSC Voronezhenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Voronezhenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Voronezhenergo.
Preference registered shares type A of JSC Voronezhenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Voronezhenergo, based on data from the register of shareholders of JSC Voronezhenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 1 716 918 865 (One billion seven hundred sixteen million nine hundred eighteen thousand eight hundred sixty-five) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting ordinary registered uncertificated shares of JSC Kostromaenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Kostromaenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The ordinary shares that belonged to shareholders of JSC Kostromaenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The ordinary shares of JSC Kostromaenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of ordinary registered shares of JSC Kostromaenergo to be converted into additional ordinary shares of IDGC of Centre, JSC is 408 998 400 (Four hundred eight million nine hundred ninety-eight thousand four hundred) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for78000 /327431 ordinary shares of JSC Kostromaenergo with nominal value of 25 (Twenty five) copecks.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Kostromaenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Kostromaenergo including shares purchased from shareholders of JSC Kostromaenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Kostromaenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Kostromaenergo.
Ordinary registered shares of JSC Kostromaenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Kostromaenergo, based on data from the register of shareholders of JSC Kostromaenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 524 129 927 (Five hundred twenty four million one hundred and twenty-nine thousand nine hundred twenty-seven) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting preference registered uncertificated shares type A of JSC Kostromaenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Kostromaenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The preference registered uncertificated shares type A that belonged to shareholders of JSC Kostromaenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The preference registered shares type A of JSC Kostromaenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of preference registered shares type A of JSC Kostromaenergo to be converted into additional ordinary registered shares of IDGC of Centre, JSC — 136 333 440 (One hundred and thirty six million three hundred and thirty-three thousand four hundred forty) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for 78000 /299862 preference shares type А of JSC Kostromaenergo with nominal value of 25 (Twenty five) copecks.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Kostromaenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Kostromaenergo including shares purchased from shareholders of JSC Kostromaenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Kostromaenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Kostromaenergo.
Preference registered shares type A of JSC Kostromaenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Kostromaenergo, based on data from the register of shareholders of JSC Kostromaenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 3 108 470 272( Three billion one hundred and eight million four hundred seventy thousand two hundred seventy-two) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting ordinary registered uncertificated shares of JSC Kurskenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Kurskenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The ordinary shares that belonged to shareholders of JSC Kurskenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The ordinary shares of JSC Kurskenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of ordinary registered shares of JSC Kurskenergo to be converted into additional ordinary shares of IDGC of Centre, JSC is 1 141 368 480 (One billion one hundred forty-one million three hundred sixty eight thousand four hundred eighty) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for 78000 /738687280 ordinary registered shares of JSC Kurskenergo with nominal value of 3800 (Three thousand eight hundred) rubles.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Kurskenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Kurskenergo including shares purchased from shareholders of JSC Kurskenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Kurskenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Kurskenergo.
Ordinary registered shares of JSC Kurskenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Kurskenergo, based on data from the register of shareholders of JSC Kurskenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 608 218 279 (Six hundred eight million two hundred and eighteen thousand two hundred seventy-nine) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting preference registered uncertificated shares type A of JSC Kurskenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Kurskenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The preference registered uncertificated shares type A that belonged to shareholders of JSC Kurskenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The preference registered shares type A of JSC Kurskenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of preference registered shares type A of JSC Kurskenergo to be converted into additional ordinary registered shares of IDGC of Centre, JSC — 243 855 360 (Two hundred and forty three million eight hundred and fifty-five thousand three hundred sixty) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for 78000 /194542 preference shares type А of JSC Kurskenergo with nominal value of 1 (One) ruble.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Kurskenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Kurskenergo including shares purchased from shareholders of JSC Kurskenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Kurskenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Kurskenergo.
Preference registered shares type A of JSC Kurskenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Kurskenergo, based on data from the register of shareholders of JSC Kurskenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 3 585 921 013 (Three billion five hundred eighty-five million nine hundred twenty-one thousand thirteen hundred) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting ordinary registered uncertificated shares of JSC Lipetskenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Lipetskenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The ordinary shares that belonged to shareholders of JSC Lipetskenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The ordinary shares of JSC Lipetskenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of ordinary registered shares of JSC Lipetskenergo to be converted into additional ordinary shares of IDGC of Centre, JSC is 155 521 950 (one hundred fifty-five million five hundred twenty-one thousand nine hundred fifty) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for 78000 /1798460 ordinary shares of JSC Lipetskenergo with nominal value of 1 (One) ruble.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Lipetskenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Lipetskenergo including shares purchased from shareholders of JSC Lipetskenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Lipetskenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Lipetskenergo.
Ordinary registered shares of JSC Lipetskenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Lipetskenergo, based on data from the register of shareholders of JSC Lipetskenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 1 339 105 840 (One billion three hundred thirty-nine million one hundred and five eight hundred forty) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting ordinary registered uncertificated shares of JSC Orelenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Orelenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The ordinary shares that belonged to shareholders of JSC Orelenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The ordinary shares of JSC Orelenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of ordinary registered shares of JSC Orelenergo to be converted into additional ordinary shares of IDGC of Centre, JSC is 192 549 316 (One hundred ninety-two million five hundred forty-nine thousand three hundred and sixteen) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for 78000 /542455 ordinary shares of JSC Orelenergo with nominal value of 3 (Three) rubles 50 copecks;
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Oreldenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Orelenergo including shares purchased from shareholders of JSC Orelenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Orelenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Orelenergo.
Ordinary registered shares of JSC Orelenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Orelenergo, based on data from the register of shareholders of JSC Orelenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 283 994 889 (Two hundred and eighty three million nine hundred and ninety-four thousand eight hundred eighty-nine) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting preference registered uncertificated shares type A of JSC Orelenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Orelenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The preference registered uncertificated shares type A that belonged to shareholders of JSC Orelenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The preference registered shares type A of JSC Orelenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of preference registered shares type A of JSC Orelenergo to be converted into additional ordinary registered shares of IDGC of Centre, JSC — 44 588 520 (Forty-four million five hundred and eighty-eight thousand five hundred and twenty) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for 78000 /496780 preference shares type А of JSC Orelenergo with nominal value of 3 (Three) rubles 50 copecks.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Orelenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Orelenergo including shares purchased from shareholders of JSC Orelenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Orelenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Orelenergo.
Preference registered shares type A of JSC Orelenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Orelenergo, based on data from the register of shareholders of JSC Orelenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 2 299 746 970 (Two billion two hundred ninety-nine million seven hundred forty-six thousand nine hundred seventy) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting ordinary registered uncertificated shares of JSC Smolenskenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Smolenskenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The ordinary shares that belonged to shareholders of JSC Smolenskenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The ordinary shares of JSC Smolenskenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of ordinary registered shares of JSC Smolenskenergo to be converted into additional ordinary shares of IDGC of Centre, JSC is 195 241 977 (One hundred ninety-five million two hundred forty-one thousand nine hundred seventy-seven) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for 78000 /918754 ordinary shares of JSC Smolenskenergo with nominal value of 1 (One) ruble.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Smolenskenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Smolenskenergo including shares purchased from shareholders of JSC Smolenskenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Smolenskenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Smolenskenergo.
Ordinary registered shares of JSC Smolenskenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Smolenskenergo, based on data from the register of shareholders of JSC Smolenskenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 450 277 637 (Four hundred and fifty million two hundred and seventy-seven thousand six hundred thirty-seven) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting preference registered uncertificated shares type A of JSC Smolenskenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Smolenskenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The preference registered uncertificated shares type A that belonged to shareholders of JSC Smolenskenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The preference registered shares type A of JSC Smolenskenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of preference registered shares type A of JSC Smolenskenergo to be converted into additional ordinary registered shares of IDGC of Centre, JSC — 41 741 084 (Forty-one million seven hundred and forty-one thousand and eighty-four) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for 78000 /841395 preference shares type А of JSC Smolenskenergo with nominal value of 1 (One) ruble.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Smolenskenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Smolenskenergo including shares purchased from shareholders of JSC Smolenskenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Smolenskenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Smolenskenergo.
Preference registered shares type A of JSC Smolenskenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Smolenskenergo, based on data from the register of shareholders of JSC Smolenskenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 1 429 665 815 (One billion four hundred twenty-nine million six hundred sixty-five thousand eight hundred and fifteen) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting ordinary registered uncertificated shares of JSC Tambovenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Tambovenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The ordinary shares that belonged to shareholders of JSC Tambovenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The ordinary shares of JSC Tambovenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of ordinary registered shares of JSC Tambovenergo to be converted into additional ordinary shares of IDGC of Centre, JSC is 1 525 986 880 (One billion five hundred twenty —five million nine hundred eighty-six thousand eight hundred eighty) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for 78000/73076 ordinary shares of JSC Tambovenergo with nominal value of 1 (One) ruble.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Tambovenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Tambovenergo including shares purchased from shareholders of JSC Tambovenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Tambovenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Tambovenergo.
Ordinary registered shares of JSC Tambovenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Tambovenergo, based on data from the register of shareholders of JSC Tambovenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 187 019 852 (One hundred eighty-seven million nineteen thousand eight hundred fifty-two) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting preference registered uncertificated shares type A of JSC Tambovenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Tambovenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The preference registered uncertificated shares type A that belonged to shareholders of JSC Tambovenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The preference registered shares type A of JSC Tambovenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of preference registered shares type A of JSC Tambovenergo to be converted into additional ordinary registered shares of IDGC of Centre, JSC — 217 961 420 (Two hundred and seventeen million nine hundred and sixty-one thousand four hundred and twenty) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for 78000 /66923 preference shares type А of JSC Tambovenergo with nominal value of 1 (One) ruble.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Tambovenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Tambovenergo including shares purchased from shareholders of JSC Tambovenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Tambovenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Tambovenergo.
Preference registered shares type A of JSC Tambovenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Tambovenergo, based on data from the register of shareholders of JSC Tambovenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 1 649 150 094 (One billion six hundred forty-nine million one hundred fifty thousand ninety-four hundred) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting ordinary registered uncertificated shares of JSC Tverenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Tverenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The ordinary shares that belonged to shareholders of JSC Tverenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The ordinary shares of JSC Tverenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of ordinary registered shares of JSC Tverenergo to be converted into additional ordinary shares of IDGC of Centre, JSC is 346 136 000 (three hundred forty-six million one hundred thirty-six thousand hundred) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for 78000/371625 ordinary shares of JSC Tverenergo with nominal value of 1 (One) ruble.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Tverenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Tverenergo including shares purchased from shareholders of JSC Tverenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Tverenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Tverenergo.
Ordinary registered shares of JSC Tverenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Tverenergo, based on data from the register of shareholders of JSC Tverenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 503 435 546 (Five hundred and three million four hundred and thirty-five thousand five hundred forty-six) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting preference registered uncertificated shares type A of JSC Tverenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Tverenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The preference registered uncertificated shares type A that belonged to shareholders of JSC Tverenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The preference registered shares type A of JSC Tverenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of preference registered shares type A of JSC Tverenergo to be converted into additional ordinary registered shares of IDGC of Centre, JSC — 115 378 000 (One hundred fifteen million three hundred and seventy-eight thousand) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for 78000 /340334 preference shares type А of JSC Tverenergo with nominal value of 1 (One) ruble.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Tverenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Tverenergo including shares purchased from shareholders of JSC Tverenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Tverenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Tverenergo.
Preference registered shares type A of JSC Tverenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Tverenergo, based on data from the register of shareholders of JSC Tverenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer’s governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting.
2.2. Date and place of the meeting (conference) of the issuer’s authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090.
2.3. Date and number of minutes of the meeting (conference) of the issuer’s authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08.
2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results:
Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: “FOR” — 10 votes, “AGAINST” — 0 votes, “ABSTAINED” — 0 votes. The decision was taken unanimously.
2.5. Information about the securities and the conditions of their placement:
2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares.
2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities.
2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security 3 065 705 244 (Three billion sixty-five hundred million seven hundred and five thousand two hundred forty-four) pieces; nominal value of one share — 0,1 ruble.
2.5.4. Method of placement and if placement of securities by private offering — also the number of potential purchasers of securities to be placed: Converting ordinary registered uncertificated shares of JSC Yarenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired.
2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement.
2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Yarenergo.
2.5.7. Other terms and conditions of placement as defined by the decision on their placement:
The ordinary shares that belonged to shareholders of JSC Yarenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC.
The ordinary shares of JSC Yarenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC.
The number of ordinary registered shares of JSC Yarenergo to be converted into additional ordinary shares of IDGC of Centre, JSC is 17 143 584 (Seventeen million one hundred forty-three thousand five hundred eighty four) pieces.
Swap ratio of shares:
1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for 78000/13948314 ordinary shares of JSC Yarenergo with nominal value of 50 (Fifty) rubles.
If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Yarenergo as a result of the conversion results that a shareholder’s estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules:
— if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account;
— if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered;
— if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC.
Not subject to conversion:
— own shares that belong to JSC Yarenergo including shares purchased from shareholders of JSC Yarenergo in accordance with Article 75 of the Federal Law “On Joint Stock Companies”, which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law “On Joint Stock Companies”;
— shares of JSC Yarenergo that belong to IDGC of Centre, JSC;
— shares of IDGC of Centre, JSC that belong to JSC Yarenergo.
Ordinary registered shares of JSC Yarenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Yarenergo, based on data from the register of shareholders of JSC Yarenergo on the specified date.
2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided.
2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer — the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.
3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.
Notice of approval of the decision on the issue (additional issue) of securities
1. General information
| 1.1. Full issuer’s business name (for non-commercial organization – name) | Interregional Distribution Grid Company of Centre, Joint-Stock Company |
| 1.2. Brief issuer’s business name | IDGC of Centre, JSC |
| 1.3. Issuer’s location | 4/2, Glukharev Lane, Moscow, 129090 |
| 1.4. Primary State Registration Number of the issuer | 1046900099498 |
| 1.5. Tax payer number of the issuer | 6901067107 |
| 1.6. Issuer’s Unique code, assigned by registering authority | 10214-А |
| 1.7. Web page address used by the issuer for information disclosure | http://www.mrsk—1.ru |
2. Contents of the notice
2.1. Issuer's governing body which approved the decision on the issue (additional issue) of securities, and the way the decision taking (indicate type of general meeting (annual or extraordinary)) in case if the governing body of the Issuer which took the decision on the approval of the issue (additional issue ) of securities, is the general meeting of participants (shareholders) of the issuer, as well as the voting form (joint presence and/or absentee voting): Board of Directors, absentee voting. 2.2. Date and place of the meeting (conference) of the issuer's authorized body, at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, 4/2, Glukharev Lane, Moscow, 129090. 2.3. Date and number of minutes of the meeting (conference) of the issuer's authorized body at which the decision was taken to approve the issue (additional issue) of securities: 11.02.2008, # 03/08. 2.4. Quorum on the item regarding the decision on the approval of the issue (additional issue) of securities and the voting results: Quorum is present. One of the eleven members of the Board of Directors did not take part in the meeting. The voting results: «FOR» - 10 votes, «AGAINST» - 0 votes, «ABSTAINED» - 0 votes. The decision was taken unanimously. 2.5. Information about the securities and the conditions of their placement: 2.5.1. Kind, category (type), series and other identification codes of the securities being placed: ordinary registered uncertificated shares. 2.5.2. Maturity (for bonds and options of the issuer): Not specified for this type of securities. 2.5.3. Number of securities being placed and their nominal value (if the presence of nominal value is specified by the legislation of the Russian Federation) of each issued security: 738 164 334 (Seven hundred and thirty eight million one hundred and sixty-four thousand three hundred thirty-four) pieces; nominal value of one share – 0,1 ruble. 2.5.4. Method of placement and if placement of securities by private offering - also the number of potential purchasers of securities to be placed: Converting preference registered uncertificated shares type A of JSC Yarenergo into additional ordinary registered uncertificated shares of IDGC of Centre, JSC when acquired. 2.5.5. The offering price of securities or the procedure for determining it: Not specified for this method of placement. 2.5.6. Period (start and end dates) of placement or procedure for determining it: Date of entry in the Unified State Register of Legal Entities on the termination of activity of merging JSC Yarenergo. 2.5.7. Other terms and conditions of placement as defined by the decision on their placement: The preference registered uncertificated shares type A that belonged to shareholders of JSC Yarenergo (including shareholders, who voted against the decision on reorganization or did not participate in the voting on this issue and have not put in their securities for redemption) shall be converted into additional shares of IDGC of Centre, JSC, in the manner and on the terms and conditions set forth in the Acquisition Agreement of JSC Belgorodenergo, JSC Bryanskenergo, JSC Voronezhenergo, JSC Kostromaenergo, JSC Kurskenergo, JSC Lipetskenergo, JSC Orelenergo, JSC Smolenskenergo, JSC Tambovenergo, JSC Tverenergo, JSC Yarenergo to IDGC of Centre, JSC. The preference registered shares type A of JSC Yarenergo shall be converted into additional ordinary shares of IDGC of Centre, JSC. The number of preference registered shares type A of JSC Yarenergo to be converted into additional ordinary registered shares of IDGC of Centre, JSC - 4 507 320 (Four million five hundred and seven thousand three hundred twenty) pieces. Swap ratio of shares: 1 (One) additional ordinary share of IDGC of Centre, JSC with nominal value of 10 (Ten) copecks each is swapped for 78000 /12773866 preference shares type А of JSC Yarenergo with nominal value of 50 (Fifty) rubles. If the calculation of the number of shares of IDGC of Centre, JSC, which must be received by a shareholder of JSC Yarenergo as a result of the conversion results that a shareholder's estimated number of shares will be a fraction, then the fractional part of such number of shares shall be rounded off in accordance with the following rules: - if the digit immediately following the decimal point is between 5 and 9 then digit 1 is added to the integer, and the digits after the decimal point are not taken into account; - if the digit immediately following the decimal point is between 0 and 4 only the integer is taken into account, and digits after the decimal point are not considered; - if as a result of rounding off a shareholder will not hold any shares, such a shareholder shall receive one ordinary share of IDGC of Centre, JSC. Not subject to conversion: - own shares that belong to JSC Yarenergo including shares purchased from shareholders of JSC Yarenergo in accordance with Article 75 of the Federal Law "On Joint Stock Companies", which are not sold prior to the conversion in accordance with paragraph 6 of Article 76 of the Federal Law "On Joint Stock Companies"; - shares of JSC Yarenergo that belong to IDGC of Centre, JSC; - shares of IDGC of Centre, JSC that belong to JSC Yarenergo. Preference registered shares type A of JSC Yarenergo are deemed to have been converted into ordinary registered shares of IDGC of Centre, JSC on the day of entry in the Unified State Register of Legal Entities on the termination of activity of JSC Yarenergo, based on data from the register of shareholders of JSC Yarenergo on the specified date. 2.5.8. Reason of providing shareholders (participants) of the Issuer and/or other persons with preference rights to acquire securities: No preference right to acquire securities in the process of placement of an additional issue of securities is provided. 2.5.9. When the registration of the securities prospectus is performed at the discretion of the issuer – the proof that the issuer has undertaken the obligation to disclose information after each step of the procedure for issuing securities: Registration of the prospectus of securities is performed at the discretion of the issuer. The issuer undertakes the obligation to disclose the information after each step of the procedure for issuing securities.3. Signature
3.1. General Director of IDGC of Centre, JSC E.F. Makarov
3.2. Date “11” February 2008.