Procedures for convening and submitting items to the agenda of the annual and extraordinary general meetings of shareholders

The procedures for convening and submitting of items on the agenda of the annual and extraordinary general meetings of shareholders.
In accordance with itm. 11.1, 11.2 of cl. 11, cl. 13 of the Charter of “ROSSETI South”, PJSC, itm. 2.1. of the Regulations on the procedure for preparation and convening of a General meeting of shareholders of “ROSSETI South”, PJSC the annual General meeting of shareholders of the Company shall be held not earlier than in two months and no later than in six months after the financial year termination. The decisions on the convening of and preparation for the holding of an annual general meeting of shareholders shall be taken by the Board of Directors of the Company.
The sole executive body of the Company shall organize the execution of decisions of the Board of Directors of the Company related to preparation and holding of a General meeting of shareholders.
At the annual General meeting of shareholders the issues of election of the Board of Directors, the Auditing Committee, confirmation of appointment of the Company`s Auditor, approval of the annual report of the Company presented by the Board of Directors of the Company, annual accounting statements including the profit and loss statement (profit and loss accounts) of the Company, as well as distribution of profit (including the payment (declaration) of dividends with the exception of profit distributed as dividends according to the results of the first quarter, six months, nine months of the financial year) and losses of the Company according to the results of the financial year shall be decided and also other issues referred to the competence of the General meeting of shareholders of the Company can be decided.
The General meeting of shareholders shall be held in the form of joint attendance of shareholders (shareholders` representatives) for the purpose of discussing the items on the agenda and reaching decisions on the issues put to the vote.
The decisions of the General meeting of shareholders can be adopted by conducting the absentee vote (through questionnaires) in accordance with the clause 12 of the present Charter. The shareholders (a shareholder) of the Company, who are in aggregate the owners of no less than 2 (two) percent of voting shares of the Company, within the time limit no later than 60 (Sixty) days after the financial year termination shall be entitled to enter the items on the agenda of the annual General meeting of shareholders and nominate the candidates to the Board of Directors and the Auditing Committee of the Company, the number of whom shall not exceed the quantitative composition of the corresponding body.
The proposal on including the items in the agenda of the General meeting of shareholders and the proposal on nominating the candidates shall be made in writing with the name of a shareholder (shareholders) who has/have represented them, the number and category (type) of shares held by them and shall be signed by shareholders (a shareholder).
The proposal on putting the items on the agenda of the General meeting of shareholders shall contain the wording of each proposed item, and the proposal on nominating the candidates – name and data of the document that proves the identity (series and (or) reference number of the document, the date and place of hereof issue, the body issued the document) of each proposed candidate, the name of the body to which it is proposed to elect the candidate.
The Board of Directors of the Company shall be obliged to consider the received proposals and make decisions on entering them on the agenda of the General meeting of shareholders of the Company or on the refusal of putting them on the specified agenda no later than 5 (five) days after the termination of the term specified in itm. 13.1. of the present clause.
The Board of Directors of the Company shall be authorized to refuse to include the items introduced by a shareholder (shareholders) in the agenda of the General meeting of shareholders as well as to include the proposed candidates in the list of candidatures for voting on elections to the corresponding body of the Company according to the grounds stipulated by the Federal law “On Joint-Stock Companies” and other legal acts of the Russian Federation.
Motivated decision of the Board of Directors of the Company about the refusal of putting the issue on the agenda of the General meeting of shareholders of the Company or including the candidate in the list of candidatures for voting on elections to the corresponding body of the Company shall be submitted to a shareholder (shareholders) who has/have placed the item and proposed the candidate no later than 3 (three) days from the moment of hereof adoption.
The Board of Directors of the Company shall not be authorized to make changes in the wordings of items proposed for entering on the agenda of the General meeting of shareholders and (if any) in the wordings of decisions on such items.
Besides the issues proposed for placing on the agenda of the General meeting of shareholders and also in case such proposals have not been made, no candidates have been proposed or the number of candidates proposed by shareholders to set up the corresponding body has not been enough, the Board of Directors of the Company shall be authorized to put the items on the agenda of the General meeting of shareholders or include the candidates in the list of candidatures ad libitum.
In accordance with items 14.2, 14.3, 14.4, 14.5 of clause 14 of the Charter of “ROSSETI South”, PJSC the extraordinary General meeting of shareholders of the Company shall be held by the decision of the Board of Directors of the Company on the basis of hereof own initiative, demand of the Auditing Committee of the Company, the Company`s Auditor as well as a shareholder (shareholders) who is/are the owner(s) of no less than 10 (ten) percent of Company`s voting shares on the date of making the demand. The calling of the extraordinary General meeting of shareholders at the request of the Auditting Committee of the Company, the Company`s Auditor or a shareholder (shareholders), who is/are the owner(s) of no less than 10 (ten) percent of Company`s voting shares shall be carried out by the Board of Directors of the Company.
Such General meeting of shareholders shall be held within 40 (forty) days from the moment of submitting the order for holding the extraordinary General meeting of shareholders of the Company with the exception of the case stipulated by item 14.9 of clause 14 of the Company`s Charter.
The order for holding the extraordinary General meeting of shareholders of the Company shall contain the wordings of issues which are subject to placement on the meeting agenda. Persons (a person) demanding to convene the extraordinary General meeting of shareholders of the Company shall be entitled to submit the draft decision of the extraordinary General meeting of shareholders of the Company, the proposal concerning the form of holding the General meeting of shareholders. If the order for calling the extraordinary General meeting of shareholders contains the proposal on nominating the candidates the provisions of clause 13 of the Charter of “ROSSETI South”, PJSC shall be applied to such proposal.
The Board of Directors of the Company shall not be authorized to make changes in the wordings of agenda items, the wordings of decisions taken in relation to such items and change the proposed form of holding the extraordinary General meeting of shareholders, convened at the request of the Auditing Committee of the Company, the Company`s Auditor or a shareholder (shareholders) who is/are the owner(s) of no less than 10 (ten) percent of Company`s voting shares.
In the event that the order for convening the extraordinary General meeting of shareholders of the Company has come from a shareholder (shareholders) it shall contain the name of a shareholder (shareholders) demanding to call the meeting, the number, category (type) of Company`s shares held by the shareholder(s). The order for convening the extraordinary General meeting of shareholders of the Company shall be signed by a person (persons) demanding to call the extraordinary General meeting of shareholders of the Company.