Наверх
Hotline
8 800 220 0 220
Free across Russia

Extraordinary General Meeting of Shareholdes, May 15, 2025

 


Appendix No. 3

to the decision of
Rosseti South, PJSC Directors 11.04.2025

(MoM dated 14.04.2025 No. 613/2025)


Public Joint Stock Company "ROSSETI South" (PSRN 1076164009096)

344002, the Russian Federation, Rostov-on-Don, Bolshaia Sadovaia street, 49/42

 

 

Notification

On absent voting for taking decisions by the General Meeting of shareholders
of Rosseti South
, PJSC

 

Rosseti South, PJSC hereby notifies about holding the absent voting for taking decisions by the General Meeting of shareholders of Rosseti South, PJSC (hereinafter the absent voting and the Meeting, respectively).

The method of taking decisions by the Meeting: absent voting.

The date on which persons entitled to vote for taking decisions by the Meeting are defined: 17.04.2025.

Categories (types) of shares giving the right of vote to their owners on any type of the agenda: ordinary uncertified shares statutorily registered under the issuance number 1-01-34956-E, the state registration date is 20.09.2007, the international identification code (number) of the securities is (ISIN) – RU000A0JPPG8.

The voting bulletin reception end date: 15.05.2025.

Postal addresses for sending voting bulletins once filled in:

- 344002, RF, Rostov-on-Don, Bolshaia Sadovaia street, 49/42, Rosseti South, PJSC;

- 107076, RF, Moscow, Stromynka street, 18, building 5B, NRK - R.O.S.T. JSC (the Company registrar).

The web-site for filling in the electronic bulletin - https://lk.rrost.ru/.

To fill in the electronic bulletin, use the Personal Shareholder Account service of the NRK - R.O.S.T. JSC registrar. Further information on the connection and usage of the service is on the web registrar page https://www.rrost.ru/ru/shareholder/online-services/new_lka/, and can be obtained from the support service by the following phone
+7 (495) 780-73-63.

While determining the quorum and summarizing the voting results, votes represented by voting bulletins either submitted or filled in electronically on the web-site specified in the meeting notification not later than 15.05.2025 are counted.

 

The Meeting Agenda:

 

1. On reorganizing Public Joint Stock Company "ROSSETI South" in the form of merging with Joint-Stock Company "Rosseti Kuban".

2. On determining the quantity, nominal value, category (type) of declared shares of Rosseti South, PJSC and rights granted under such shares.

3. On modifying the Charter of Rosseti South, PJSC.

4. On increasing the charter capital of Rosseti South PJSC by placing additional shares.


 

The issues are included in the Meeting Agenda in accordance with the Rosseti South, PJSC Board Decision (MoM dated 17.03.2025 № 611/2025).


 

The owner of securities the right for that is taken into account by the nominal holder or the foreign nominal holder is entitled to attend the meeting either personally or through instructing the nominal holder or the foreign nominal holder to vote in a certain manner provided that it is envisaged in the contract concluded with the nominal holder or the foreign nominal holder. The electronic voting document signed electronically shall be sent by the securities owner to the nominal holder or the foreign nominal holder.


Shareholders who delegate their representatives authorized to ensure the observance of their rights for the shares during the voting are also considered as attending the Meeting, provided that notifications about their will expression are received not later than 15.05.2025.


 

The procedure of getting acquainted with information (materials) to be provided during preliminaries to the absent voting is as follows:


Persons entitled to vote on decisions during the Meeting can get acquainted with the information (materials) to be provided during preliminaries to the Meeting:

from 14.04.2025 through 15.05.2025 except weekends and holidays, from 09 hours 00 minutes to 16 hours 00 minutes, at addresses:

- Rostov-on-Don, Bolshaia Sadovaia street, 49/42, Rosseti South, PJSC;

- Rostov-on-Don, 2nd Krasnodarskaia street, 147, Rosseti South, PJSC;

- Moscow, Stromynka street, 18, building 5B, NRK - R.O.S.T. JSC (the Company registrar);

- Astrakhan, Sovetskoy Militsii street, 19 (Astrakhanenergo - the branch of Rosseti South, PJSC);

- Volgograd, Lenin avenue, 15 (Volgogradenergo - the branch of Rosseti South, PJSC);

- Republic of Kalmykia, Elista, Severnaia industrial area-1 (Kalmenergo - the branch of Rosseti South, PJSC);

and at the Company web-site www.rosseti-yug.ru as from 14.04.2025.


If the person registered in the Company Shareholder Registry is the nominal holder of shares, the aforesaid information (materials) shall be sent electronically to the nominal holder of the shares not later than 14.04.2025.


 

As per Article 76 of the Federal Act dated 26.12.1995 No. 208-FA On Stock Companies, we hereby inform that due to the Meeting agenda having included the issue On Reorganization of Public Joint Stock Company "ROSSETI South" through merging with Joint-Stock Company "Rosseti Kuban", Rosseti South, PJSC shareholders voting "against" the decision taking on this issue, or missing the voting on this issue are entitled to request the redemption of shares owned by them in Rosseti South, PJSC.


The redemption price of an ordinary share of Rosseti South, PJSC as requested by shareholders of Rosseti South, PJSC is established by the Rosseti South, PJSC Board decision (MoM dated 17.03.2025 No. 611/2025) is 0.08454 (zero point eight thousand four hundred fifty-four) rubles.


The redemption request from a shareholder of Rosseti South, PJSC for shares of Rosseti South, PJSC (hereinafter the Request) shall be made or revoked within 45 (forty five) days as from the Meeting taking a decision on the reorganization of Public Joint Stock Company "ROSSETI South" through merging with Joint-Stock Company "Rosseti Kuban".


The request shall include the following data (the request form is provided in Appendix 1 hereto):

1. Surname, name, patronymic (if any) of the individual shareholder, or full (official) name of the shareholder being a legal entity.

2. Location of the shareholder.

3. The quantity of ordinary shares of Rosseti South, PJSC as requested by the shareholder for the redemption.

4. Identity data of the individual shareholder.

5. Information on state registration, the primary state registration number (PSRN) of the legal entity shareholder in case of him being a resident, or the information on the body having registered the foreign company, the registration number, date and place of the registration of the non-resident legal entity.

6. The banking details for transferring money, or the mention that the money shall be transferred to the banking details specified in the Rosseti South, PJSC shareholder registry.

7. Signature of the individual shareholder or his authorized representative, or signature of the authorized representative and the seal (if available) of the legal entity shareholder.



As per the decree of the Russian Federation President dated 05.08.20222 No.520 On Special Economic Measures in Financial and Fuel and Energy Industries in View of Hostile Moves of Certain Foreign Countries and International Organizations (hereinafter the Russian President Decree No.520), any transactions on securities of Russian legal entities and shares in Russian legal entities owned by foreign entities associated with hostile countries are prohibited up to December 31, 2025.


The list of foreign countries and territories making hostile moves against the Russian Federation, Russian legal entities and individuals is approved via the Russian Government Resolution dated 05.03.2022 No.430-r.


The established prohibition is also applied to transactions on securities constituting the charter capital of business entities being under the control of stock companies listed as strategic enterprises and strategic stock companies as per the Russian President Decree dated 04.08.2004 No.1009.


Since Rosseti, PJSC being the supervisory entity versus Rosseti South, PJSC is listed among the strategic enterprises and strategic companies, the Russian President Decree No.520 is also applied to any transactions on shares of Rosseti South, PJSC.


In this relation, as per clause 5 of the Russian President Decree No.520, a Rosseti South, PJSC shareholder being a foreign entity associated with foreign countries making hostile moves against Russian legal entities and individuals must provide their requests for share redemption with the special permit from the Russian Federation President.


In case of a shareholder failing to obtain the special permit on transactions on shares of Rosseti South, PJSC from the Russian Federation President, any shares redemption request from such a shareholder cannot be listed in the Report on share redemption requests from shareholders of Rosseti South PJSC. Shares owned by such shareholders in Rosseti South, PJSC cannot be redeemed.


The request for redeeming shares of Rosseti South, PJSC from a shareholder registered in the Rosseti South, PJSC, or its revocation, shall be provided to the Registrar either by post or by delivery against receipt the relevant document at the Registrar executive body location: Moscow, Stromynka street, 18, building 5B, NRK - R.O.S.T. JSC (the Company Registrar), and at the address of any branch of the Registrar. Addresses of the Registrar branches are listed on the website: https://lk.rrost.ru/.


Shareholders not registered in the Rosseti South, PJSC Shareholder Registry can exercise their rights to redeem shares owned by them in Rosseti South, PJSC through instructing persons authorized to ensure the observance of their rights for shares of Rosseti South, PJSC.


As from the Registrar receiving the redemption request and until the entry on Rosseti South, PJSC obtaining the right for the shares redeemed is made in the Rosseti South, PJSC Shareholder Registry, or until receiving the redemption requests revocation from the shareholder, Rosseti South, PJSC may not anywise dispose of the shares requested to be redeemed, including pledging or otherwise encumbering, what shall be documented by the Registrar by making the entry on establishing such a restriction on the account provided the consideration of the shareholder's rights related to the shares requested for the redemption.


As from the nominal holder of shares of Rosseti South, PJSC being instructed by the shareholder of Rosseti South, PJSC on exercising the share redemption right and until the entry on Rosseti South, PJSC obtaining the right for the shares redeemed is made in the Rosseti South, PJSC Shareholder Registry, or until the nominal holder receiving information on the Registrar receiving the share redemption request revocation from the shareholder, the latter may not dispose of Rosseti South, PJSC shares requested for the redemption, including pledging or otherwise encumbering, what shall be documented by the Registrar by making the entry on establishing such a restriction on the account provided the consideration of the shareholder's rights related to the shares requested for the redemption.


Share redemption requests can be revoked by shareholders in the manner analogous to that for making the requests. The request revocation form is provided in Appendix 2 hereto.

The request can only be revoked for all shares of Rosseti South, PJSC requested for the redemption. The request or its revocation is deemed presented to Rosseti South, PJSC as at the Registrar receiving it from a shareholder registered in the Rosseti South, PJSC Shareholder Registry, or as at the Registrar receiving the notification on the will expression of such a shareholder from the nominal holder of share as registered in the Rosseti South, PJSC Shareholder Registry.


Once 45 (forty five) days as from the Meeting taking the decision On Reorganization of Rosseti South Public Joint-Stock Company through merging with Rosseti Kuban, PJSC, Rosseti South, PJSC shall within 30 (thirty) days redeem shares of shareholders requesting the redemption.


The total of monetary funds allocated by Rosseti South, PJSC for the purpose of shares redemption cannot exceed 10 (ten) percents of the cost of net assets of Rosseti South, PJSC as at the adoption of the decision entailing the right to shareholders of Rosseti South, PJSC to request the redemption of shares owned by them in Rosseti South, PJSC.


In case if the total number of shares requested to be redeemed exceeds the number of shares that can be redeemed by Rosseti South, PJSC with the aforesaid limit taken into account, shares shall be redeemed pro rata to scopes of requests from shareholders.


  

The shareholder personal data update procedure

In case of changes in personal data of a shareholder registered in the Rosseti South, PJSC Registry (including address details and banking details), such a shareholder shall properly provide the registry holder with information on changes to his data. Data related to the Rosseti South, PJSC Registrar and the procedure of shareholders providing information of the data modification can be found on the Rosseti South, PJSC Registrar website: www.rrost.ru.

 

During preliminaries to the Meeting, the Company maintains the channel of connection with shareholders by phone: +7 (863) 307-04-69 (09:00 to 16:00 local time).

Also, the connection between the Company and shareholders is ensured via: ir@rosseti-yug.ru.

 

 

Board of Rosseti South, PJSC

Прикрепленные файлы:
  • Information materials for shareholders' review
    Скачать
    296.29 Kb, .rar
  • Appendix 2 to the notification about holding the absent voting on making decision by the General Meeting of Shareholders of Rosseti South, PJSC
    Скачать
    43.26 Kb, .rar
  • Appendix 1 to the notification about holding the absent voting on making decision by the General Meeting of Shareholders of Rosseti South, PJSC
    Скачать
    45.74 Kb, .rar