Frequently asked questions

Shareholders-owners of ordinary shares of the Company have the right to:

1. participate personally or through representatives in the General Meeting of Shareholders of the Company with the right to vote on all issues of its competence;
2. make proposals to the agenda of the General Meeting in the manner prescribed by the legislation of the Russian Federation and the Articles of Association of the Company;
3. receive information about activities of the Company and get acquainted with documents of the Company in accordance with Article 91 of the Federal Law "On Joint Stock Companies", other regulatory legal acts and the Articles of Association of the Company;
4. receive dividends declared by the Company;

5. preferential acquisition in cases and in the manner provided for by the legislation of the Russian Federation, placed by subscription, of:

   • additional shares and equity securities convertible into shares in the amount proportional to the number of ordinary shares they own;
   • newly placed additional shares of a new category (type) and equity securities convertible into them or additional preferred shares with priority in the order of receipt of dividends and equity securities convertible into them in the amount proportional to the number of the Company’s shares they own in accordance with the requirements of the legislation of the Russian Federation;
6. in the event of liquidation of the Company, receive a part of its property remaining after settlements with creditors, or its value, in the manner prescribed by the legislation of the Russian Federation;
7. appeal against decisions of the Company’s management bodies that entail civil law consequences in the cases and in the manner provided for by the legislation of the Russian Federation;
8. demand, acting on behalf of the Company, compensation for losses incurred by the Company;
9. dispute the transactions made by the Company on the grounds provided for by the legislation of the Russian Federation, and demand the application of the consequences of their invalidity, as well as the application of the consequences of the invalidity of the Company’s void transactions;
10. conclude between themselves, as well as with the Company’s creditors and other third parties, an agreement on the exercise of corporate rights (corporate agreement);
11. exercise other rights provided for by the legislation of the Russian Federation and the Articles of Association of the Company.

The notice of the General Meeting of Shareholders shall be posted by the Company on the Company’s website on the Internet at https://www.mrsk-1.ru/ no later than 30 (Thirty) days before the date of its holding, and in the cases provided for in clauses 2 and 8 Article 53 of the Federal Law "On Joint Stock Companies" - no later than 50 (Fifty) days before the date of the General Meeting of Shareholders.

Information (materials) on the agenda of the General Meeting of Shareholders within 20 (Twenty) days, and in the case of the General Meeting of Shareholders, the agenda of which contains the issue of reorganization of the Company, within 30 (Thirty) days before the General Meeting of Shareholders must be is available to persons entitled to participate in the General Meeting of Shareholders for familiarization at the premises of the executive body of the Company and other places, the addresses of which are indicated in the notice of the General Meeting of Shareholders, as well as on the Company’s website on the Internet at https://www.mrsk-1.ru/.

Voting ballots on agenda items shall be sent by registered or ordinary mail to the address specified in the list of persons entitled to participate in the General Meeting of Shareholders, and/or by electronic message to the e-mail address of the corresponding person indicated in the register of shareholders of the Company, or against signature to each person entitled to participate in the General Meeting of Shareholders and registered in the register of shareholders of the Company, no later than 20 (twenty) days before the closing date for the receipt of ballots.

Persons, whose rights to the shares of the Company are recorded by the nominal holder, receive information on the convening of the General Meeting of Shareholders and information (materials) on the agenda of the General Meeting of Shareholders, as well as the text of voting ballots in the depository at the place of registration of their securities in accordance with the terms of the agreement concluded by them with the depository. For that the Company, through the registrar, sends these documents in electronic form to nominal shareholders within the above terms.

Decisions, adopted by the GM, and the voting results may be announced at the GM, and should be communicated to persons included in the list of persons, entitled to attend the General Meeting of Shareholders, in the form of the Report on voting results in the manner prescribed for the notice of the General Meeting of Shareholders, no later than four business days after the closing date of the General Meeting of Shareholders.

If on the date of determining (recording) persons entitled to participate in the General Meeting of Shareholders, the person registered in the register of shareholders of the Company was a nominal shareholder, the information contained in the Report on the results of voting is provided to the nominal shareholder in accordance with the rules of law of the Russian Federation on securities to provide information and materials to persons exercising rights under securities.

In accordance with Federal Law of 26 December 1995 No. 208-FZ "On Joint Stock Companies" and the Articles of Association of the Company, the Annual General Meeting of Shareholders is held no earlier than two months and no later than six months after the end of the reporting year.

An Extraordinary General Meeting is held by decision of the Board of Directors on the basis of its own initiative, a request of the Audit Commission, the Auditor of the Company, as well as a shareholder (shareholders) who owns at least 10 (Ten) percent of the voting shares of the Company as of the date of the request.

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

If the proposed agenda of the Extraordinary General Meeting contains the issue of electing members of the Board of Directors, the General Meeting of Shareholders must be held within 75 (Seventy five) days from the date of submission of the request to hold the Extraordinary General Meeting of Shareholders of the Company. In this case, the Board of Directors of the Company is obliged to determine the date by which shareholders’ proposals on nominating candidates for election to the Board of Directors of the Company will be accepted.

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

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

• no later than 21 days before the date of the meeting (according to clause 1, paragraph 1, Article 52 of Federal Law of 26 December 1995 No. 208-FZ "On Joint Stock Companies");
• no later than 30 days before the date of the meeting, if the agenda contains the issue of reorganization of the company (according to clause 1, paragraph 1, Article 52 of Federal Law of 26 December 1995 No. 208-FZ "On Joint Stock Companies");
• no later than 50 days prior to the date of the meeting, if the agenda includes the issues provided for in paragraphs 2 and 8 of Article 53 of Federal Law of 26 December 1995 No. 208-FZ "On Joint Stock Companies" (according to clause 2 of paragraph 1 of Article 52 of Federal Law of 26 December 1995 No. 208-FZ "On Joint Stock Companies").

In accordance with paragraph 13.1. of Article 13 of the Articles of Association of the Company, shareholders (shareholder) of the Company, who in the aggregate are owners of at least 2 (Two) percent of voting shares of the Company, no later than 60 (Sixty) days after the end of the reporting year, have the right to put issues on the agenda of the Annual General Meeting of shareholders and nominate candidates to the Board of Directors and the Audit Commission of the Company, the number of which cannot exceed the number of members of the relevant body.

Federal Law No. 208-FZ of 26 December 1995 "On Joint Stock Companies" does not provide for the right of a shareholder who has reviewed his decision on any issue during the General Meeting of Shareholders to apply to the Tabulation Commission with a request to cancel his ballot and issue a new one to fill out, in return of the ballot accepted for voting.

In accordance with clause 4 of Article 66 of the Federal Law No. 208-FZ of 26 December 1995 "On Joint Stock Companies" the election of members of the Board of Directors of the Company is performed by cumulative voting. The candidates with the highest number of votes shall be considered to be elected to the Board of Directors of the Company.

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

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

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

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

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

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

The materials for the General Meetings of Shareholders can be found at the link: https://www.mrsk-1.ru/en/about/management/controls/stockholders/material/.

The decisions of the General Meetings of Shareholders can be found at the link: https://www.mrsk-1.ru/en/about/management/controls/stockholders/solution/.