Federal Service for
Financial Markets
9 Leninsky Prospect,
GSP-1, Moscow, V-49, 117939
DISCLOSURE OF MATERIAL FACT
“INFORMATION ON RESOLUTIONS OF THE GENERAL MEETING”
1. General information1.1. Full corporate name of the Issuer: / Open Joint Stock Company of Energy and Electrification ОАО Mosenergo
1.2. Abbreviated corporate name of the Issuer: / АО MOSENERGO
1.3. Location of the Issuer: / 8 Raushskaya Naberezhnaya, Moscow, Russian Federation, 115035
1.4. Principal state registration number of the Issuer: / 1027700302420
1.5. Taxpayer Identification Number of the Issuer: / 7705035012
1.6. The Issuer’s unique code assigned by the registration authority: / 00085-А
1.7. Web page address used by the Issuer for disclosure of information: / http://www.mosenergo.ru
2. Subject matter of the disclosure
2.1. Type of the general meeting: annual meeting
2.2. Form of the general meeting: A meeting (joint attendance of shareholders to discuss agenda items and adopt resolutions on matters put to a vote).
2.3. Date and place of the general meeting: June 30, 2009, Forum Hall, 11/10 Letnikovskaya Street, building 7, Moscow
2.4. Quorum of the general meeting: According to the information of the Counting Commission at the start of the meeting, the persons participating in the General Shareholders’ Meeting and entitled to vote on items 1-4 and 6-14 of the agenda of the annual meeting held 34,479,959,393 votes representing 87.05% of the total number of votes represented by the Company’s outstanding voting shares, held by persons included in the List and entitled to vote on the above items.
Vote on the agenda items was held from the moment of the beginning of registration until the moment when the Counting Commission began to count votes. The ballots that have been previously sent out to persons entitled to participate and vote at the General Shareholders’ Meeting on items of the agenda of the meeting, that have been submitted to the Company not later than June 28, 2009, were also counted.
The results of the vote on item 5 were counted without taking into consideration votes represented by shares held by the members of the Board of Directors and officers of the Company governing bodies who participated in the General Shareholders’ Meeting and held in the aggregate 4,363,944 votes. Persons included in the List and entitled to vote on item 5 of the agenda held 34,478,090,556 votes (87.07% of the number of persons included in the List and entitled to vote on this item).
The meeting is admitted to be legally qualified to take decisions on all items included in the agenda.
2.5. Issues put to the vote and voting results:
1. Approval of the Company’s annual report for the year 2008
“For” 33,951,756,633 votes
“Against” 825,172 votes
“Abstained” 18,319,475 votes
2. Approval of the Company’s annual financial statements, including profit and loss statements.
“For” 33,951,340,659 votes
“Against” 872,106 votes
“Abstained” 18,693,060 votes
3. Distribution of profits earned by the Company, including payment of the year-end dividends for 2008.
“For” 33,917,428,875 votes
“Against” 36,411,128 votes
“Abstained” 16,885,164 votes
4. Approval of the Company’s auditor for 2009.
“For” 23,437,179,021 votes
“Against” 10,513,828,605 votes
“Abstained” 18,031,884 votes
5. Election of members of the Company’s Internal Audit Commission.
№ / Name of the candidate / Number of votes “FOR” the candidate / Number of votes “AGAINST” the candidate / Number of “ABSTAINED” votes
1. / Belobrov Andrei Victorovich / 21,579,438,399 / 12,311,971,989 / 34,055,430
2. / Goldobina Elena Vladimirovna / 21,280,588,297 / 12,605,627,073 / 39,350,392
3. / Ishutin Rafael Vladimirovich / 21,572,871,235 / 12,317,043,126 / 35,549,364
4. / Kabizskina Elena Aleksandrovna / 1,806,267,306 / 32,079,211,323 / 40,087,308
5. / Kovalev Vitaliy Anatolyevich / 21,589,664,064 / 12,310,973,773 / 24,927,348
6. / Kuznetsov Aleksandr Vyacheslavovich / 1,809,203,788 / 32,079,373,594 / 36,858,046
7. / Naumenko Evgeniya Sergeevna / 21,808,933,151 / 12,078,712,831 / 37,845,821
8. / Tikhovodov Evgeniy Anatolyevich / 10,518,965,460 / 23,365,971,405 / 40,628,736
9. / Shishkina Irina Grigorievna / 10,522,779,896 / 23,361,898,274 / 40,917,198
6. Election of members of the Company’s Board of Directors.
The election was conducted by cumulative voting. The votes counted produced the following results:
No. of the candidate / Name of the candidate / Number of cumulative votes “FOR” the candidate
1. / Biryukov Petr Pavlovich / 35,178,842,895
2. / Budzulyak Bogdan Vladimirovich / 124,821,955
3. / Gavrilenko Anatoly Anatolyevich / 30,167,084,408
4. / Golubev Valeriy Alexandrovich / 30,248,986,036
5. / Dobrov Vladimir Yurievich / 121,620,200
6. / Dushko Aleksandr Pavlovich / 30,116,354,227
7. / Ignatov Igor Vyacheslavovich / 32,779,054,940
8. / Lipskiy Igor Iosifovich / 117,129,408
9. / Mityushov Alexei Alexandrovich / 30,119,960,553
10. / Pavlova Olga Petrovna / 30,131,324,854
11. / Seleznev Kirill Gennadievich / 36,567,851,385
12. / Sergeev Vladimir Valentinovich / 230,878,681
13. / Silkin Vladimir Nikolaevich / 35,124,358,610
14. / Sklyarov Evgeniy Victorovich / 34,118,772,017
15. / Tikhonova Мaria Gennadievna / 23,458,632,033
16. / Fedorov Denis Vladimirovich / 30,123,791,812
17. / Shatskiy Pavel Olegovich / 116,870,231
18. / Shulginov Nikolay Grigorievich / 30,125,678,898
19. / Yakovlev Vitaliy Goergievich / 30,175,728,655
20. / Yashechkin Sergey Victorovich / 118,456,154
“AGAINST ALL CANDIDATES” 34,534,370
“ABSTAINED from voting on all candidates” 226,949,107
7. Payment of remuneration and compensation to the members of the Company’s Board of Directors.
“For” 33,923,724,194 votes
“Against” 26,911,237 votes
“Abstained” 19,594,026 votes
8. Payment of remuneration and compensation to the members of the Company’s Internal Audit Commission.
“For” 33,926,340,271 votes
“Against” 23,459,110 votes
“Abstained” 20,535,291 votes
9. Approval of the new version of the Charter of Open Joint Stock Company of Energy and Electrification Mosenergo
“For” 33,949,108,472 votes
“Against” 1,192,960 votes
“Abstained” 21,408,574 votes
10. Approval of the new version of the Regulation on the General Shareholders’ Meeting of Open Joint Stock Company of Energy and Electrification Mosenergo
“For” 33,949,650,768 votes
“Against” 1,557,326 votes
“Abstained” 20,652,617 votes
11. Approval of the new version of the Regulation on the Board of Directors of Open Joint Stock Company of Energy and Electrification Mosenergo
“For” 33,945,792,255 votes
“Against” 1,424,905 votes
“Abstained” 24,228,387 votes
12. Approval of the new version of the Regulation on the Management Board of the Open Joint Stock Company of Energy and Electrification Mosenergo
“For” 33,651,972,720 votes
“Against” 294,649,851 votes
“Abstained” 24,859,695 votes
13. Approval of the Regulation on the General Director of the Open Joint Stock Company of Energy and Electrification Mosenergo
“For” 33,947,087,957 votes
“Against” 1,546,064 votes
“Abstained” 20,487,252 votes
14. Approval of the new version of the Regulation on the Procedure for Determining the Amount of Remuneration and Compensation to Members of the Board of Directors of the Open Joint Stock Company of Energy and Electrification Mosenergo
“For” 33,932,691,540 votes
“Against” 7,274,353 votes
“Abstained” 30,879,928 votes
2.6. Wordings of resolutions adopted by the general meeting
On item 1:
To approve the Company’s annual report
On item 2:
To approve the Company’s annual financial statements, including profit and loss statements based on the results of the financial year 2008.
On item 3:
1. To approve the following distribution of the profits (losses) of the Company based on the results of the year 2008 (in thousand rubles):
Balance sheet profits (losses) 1,371,721
Distribution of profits 1,371,721
including:
Reserve fund 68,586
Accumulation fund 1,303,135
including for investments in 2009 1,303,135
Dividends on shares for 2008 -
2. Not to pay year-end dividends for 2008 on ordinary shares of the Company.
On item 4:
To approve ZAO PricewaterhouseCoopers Audit as the Company’s Auditor.
On item 5:
To elect the Company’s Internal Audit Commission composed of:
1. Belobrov Andrei Victorovich
2. Goldobina Elena Vladimirovna
3. Ishutin Rafael Vladimirovich
4. Kovalev Vitaliy Anatolyevich
5. Naumenko Evgeniya Sergeevna
On item 6:
To elect the Company’s Board of Directors composed of:
1. Biryukov Petr Pavlovich
2. Gavrilenko Anatoly Anatolyevich
3. Golubev Valeriy Alexandrovich
4. Dushko Aleksandr Pavlovich
5. Ignatov Igor Vyacheslavovich
6. Mityushov Alexei Alexandrovich
7. Pavlova Olga Petrovna
8. Seleznev Kirill Gennadievich
9. Silkin Vladimir Nikolaevich
10. Sklyarov Evgeniy Victorovich
11. Fedorov Denis Vladimirovich
12. Shulginov Nikolay Grigorievich
13. Yakovlev Vitaliy Goergievich
On item 7:
To pay remuneration and compensation to the members of the Company's Board of Directors in accordance with the Regulation on Payment of Remuneration and Compensation to Members of the Board of Directors of AO MOSENERGO
On item 8:
To pay remuneration and compensation to the members of the Company’s Internal Audit Commission in accordance with the Regulation on Payment of Remuneration and Compensation to Members of the Internal Audit Commission of AO MOSENERGO
On item 9:
To approve the new version of the Charter of Open Joint Stock Company of Energy and Electrification Mosenergo
On item 10:
To approve the new version of the Regulation on the General Shareholders’ Meeting of Open Joint Stock Company of Energy and Electrification Mosenergo
On item 11:
To approve the new version of the Regulation on the Board of Directors of Open Joint Stock Company of Energy and Electrification Mosenergo
On item 12:
To approve the new version of the Regulation on the Management Board of the Open Joint Stock Company of Energy and Electrification Mosenergo
On item 13:
To approve the Regulation on the General Director of the Open Joint Stock Company of Energy and Electrification Mosenergo
On item 14:
To approve the new version of the Regulation on the Procedure for Determining the Amount of Remuneration and Compensation to Members of the Board of Directors of the Open Joint Stock Company of Energy and Electrification Mosenergo
2.6. Date of preparation of the Minutes of the general meeting: July 14, 2009.
3. Signature
3.1. Investor Relations Director ______А.N. Zharikov
acting on the basis of the power of attorney
No. 12-07/031-15 of May 8, 2009 г. (signature)
3.2. Date: July 15, 2009 [seal]
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