Minutes of the Annual General Meeting of Shareholders of Jsc Russian Grids, June 28, 2013

MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF JSC RUSSIAN GRIDS, JUNE 28, 2013

M I N U T E S
of the Annual General Meeting of Shareholders

Name of the Company: Joint Stock Company Russian Grids (JSC Russian Grids)

Registered office of the Company: 107996, Moscow, Ulansky pereulok, 26

Type of the General Meeting of Shareholders: annual

Form of the General Meeting of Shareholders: meeting (an in-person meeting attended by shareholders to discuss the agenda items and adopt decisions on the issues put to a vote)

Date of the General Meeting of Shareholders: June 28, 2013

Venue of the General Meeting of Shareholders: Russian Federation, Moscow, prospekt Mira, 119, bldg. 55, All-Russia Exhibition Center (AREC), Pavilion 55

In accordance with paragraph 2 of Article 60 of the Federal Law “On Joint-Stock Companies” and the Articles of Association of JSC Russian Grids, ballots were sent to all persons specified in the list of the persons entitled to participate in the General Meeting of Shareholders held in the form of a meeting as of May 23, 2013.

Completed ballots related to the issues on the agenda of the General Meeting of Shareholders were sent and accepted on or prior to June 25, 2013, at:

- Russia, 109544, Moscow, ul. Novorogozhskaya, 32, str. 1, ZAO STATUS Registration Company; and

- Russia, 107996, Moscow, GSP-6, Ulansky pereulok, 26, JSC Russian Grids.

Registration of the persons entitled to participate in the General Meeting of Shareholders began at: 9:00 a.m.

The General Meeting of Shareholders started at: 11:00 a.m.

Registration of the persons entitled to participate in the General Meeting of Shareholders ended at: 12:40 p.m.

Counting of votes started at: 1:20 p.m.

The General Meeting of Shareholders adjourned at: 1:40 p.m.

Presiding Officer of the General Meeting of Shareholders: G.V.Boos, Chairman of the Board of Directors of JSC Russian Grids and President of Boos Lighting Group Management Company.

Presidium of the General Meeting of Shareholders:

G. V. Boos / Chairman of the Board of Directors of JSC Russian Grids
O. M. Budargin / Member of the Board of Directors, Chairman of the Management Board, and Director General of JSC Russian Grids
A. A. Dyomin / First Deputy Director General for Economic Affairs and Finance of JSC Russian Grids
V. M. Kravchenko / Member of the Board of Directors of JSC Russian Grids
V. G. Korolyov / Head of the Division for Electric Power Industry Control of the Federal Antimonopoly Service of the Russian Federation

Secretary of the General Meeting of Shareholders: D.L.Guryanov, Director of the Department for Corporate Governance and Shareholder and Investor Relations of JSC Russian Grids.

In accordance with paragraph 1 of Article 56 of the Federal Law “On Joint-Stock Companies,” the functions of the Counting Commission were performed by the Company’s Registrar, ZAO STATUS Registration Company.

Registered address of the Registrar: 109544, Moscow, ul. Novorogozhskaya, 32, str. 1.

Authorized persons of the Registrar who performed the functions of the Counting Commission of the Company:

Chairperson of the Counting Commission: Yu. O. Yakovleva

Member of the Counting Commission: R. B. Yegorov

The report of the Counting Commission on the results of voting at the Annual General Meeting of Shareholders of Joint Stock Company Russian Grids is attached hereto (Appendix 1).

Agenda of the General Meeting of Shareholders:

1) Approval of the Annual Report of the Company.

2) Approval of annual accounting statements, including profit and loss statements (profit and loss accounts), of the Company.

3) Approval of the Company’s profit distribution based on performance results in 2012.

4) Amount, period, and form of dividend payment based on performance results in 2012.

5) Payment of remuneration for serving on the Board of Directors to members of the Board of Directors other than those who hold public office in the amount specified in the Company’s internal documents.

6) Election of members of the Company’s Board of Directors.

7) Election of members of the Company’s Internal Audit Commission.

8) Approval of the Company’s Auditor.

9) Approval of the liability insurance contract for directors and officers, which is a related party transaction.

10) Approval of the transaction (associated transactions) in connection with the acquisition by the Company of additional ordinary shares in Kubanenergo, which is a related party transaction.

11) Approval of the transaction in connection with the acquisition by the Company of additional ordinary shares in Chechenenergo, JSC, which is a related party transaction.

12) Approval of the transaction in connection with the acquisition by the Company of shares in Kubanenergo from JSC Tyumenenergo, which is a related party transaction.

In accordance with paragraph 1 of Article 51 of the Federal Law “On Joint-Stock Companies,” the Board of Directors of JSC Russian Grids determined that May 23, 2013, was the date of the list of the persons entitled to participate in the General Meeting of Shareholders.

In accordance with the provisions of Article 58 of the Federal Law “On Joint-Stock Companies” and the Articles of Association of JSC Russian Grids, the General Meeting of Shareholders had a quorum and was qualified to approve decisions on all issues on the agenda.

Item 1 on the agenda: Approval of the Annual Report of the Company.

A.A.Dyomin, First Deputy Director General for Economic Affairs and Finance of JSC Russian Grids, was heard on Item 1 on the agenda.

A.A.Dyomin, First Deputy Director General for Economic Affairs and Finance of JSC Russian Grids, reported in detail to the Company’s shareholders on the Company’s performance results in 2012.

The number of votes held by the persons included on the list of the persons entitled to participate in the General Meeting of Shareholders in relation to this item on the agenda / 59,322,451,849
The number of votes attaching to the Company’s voting shares and determined subject to the provisions of paragraph 4.20 of the Regulations for Additional Requirements Applicable to the Procedure for Preparing, Convening, and Holding the General Meeting of Shareholders approved by Order of the Federal Financial Markets Service of the Russian Federation No. 12-6/pz-n of February 2, 2012, in relation to this item on the agenda / 59,322,451,849
The number of votes held by the persons who participated in the General Meeting of Shareholders in relation to this item on the agenda / 50,679,004,144

The General Meeting of Shareholders had a quorum for Item 1 on the agenda.

In accordance with paragraph 2 of Article 49 of the Federal Law “On Joint-Stock Companies,” the decision on Item 1 on the agenda shall be adopted by a majority of votes held by the Company’s voting share holders attending the General Meeting of Shareholders.

Issue put to a vote:

The Annual Report of the Company for 2012 shall be approved.

Number of votes for each variant of voting on Item 1 on the agenda of the General Meeting of Shareholders:

Voting Variants / Number of Votes / Percentage of Voters (%)
“FOR” / 49,886,253,120 / 98.4358
“AGAINST” / 440,573,282 / 0.8693
“ABSTAINED” / 2,528,725 / 0.005

According to the voting results, it was resolved as follows:

The Annual Report of the Company for 2012 shall be approved.

The Annual Report of the Company for 2012 is attached hereto (Appendix 2).

Item 2 on the agenda: Approval of annual accounting statements, including profit and loss statements (profit and loss accounts), of the Company.

O.V.Shatokhina, Deputy Director General for Economic Affairs and Finance of JSC Russian Grids, was heard on Item 2 on the agenda.

With respect to this item on the agenda, O.V.Shatokhina, Deputy Director General for Economic Affairs and Finance of JSC Russian Grids, reported to the Company’s shareholders on the Company’s annual accounting statements for 2012 in accordance with Russian Accounting Standards.

The General Meeting of Shareholders had a quorum for Item 2 on the agenda.

In accordance with paragraph 2 of Article 49 of the Federal Law “On Joint-Stock Companies,” the decision on Item 2 on the agenda shall be adopted by a majority of votes held by the Company’s voting share holders attending the General Meeting of Shareholders.

Issue put to a vote:

The annual accounting statements of the Company for 2012 shall be approved.

Number of votes for each variant of voting on Item 2 on the agenda of the General Meeting of Shareholders:

Voting Variants / Number of Votes / Percentage of Voters (%)
“FOR” / 49,886,250,348 / 98.4358
“AGAINST” / 440,573,282 / 0.8693
“ABSTAINED” / 2,531,497 / 0.005

According to the voting results, it was resolved as follows:

The annual accounting statements of the Company for 2012 shall be approved.

The annual accounting statements of JSC Russian Grids for 2012 are attached hereto (Appendix 3).

Item 3 on the agenda: Approval of the Company’s profit distribution based on performance results in 2012.

O.V.Shatokhina, Deputy Director General for Economic Affairs and Finance of JSC Russian Grids, was heard on Item 3 on the agenda.

With respect to this item on the agenda, O.V.Shatokhina, Deputy Director General for Economic Affairs and Finance of JSC Russian Grids, reported to the Company’s General Meeting of Shareholders on proposals for the Company’s profit distribution based on performance results in 2012.

The General Meeting of Shareholders had a quorum for Item 3 on the agenda.

In accordance with paragraph 2 of Article 49 of the Federal Law “On Joint-Stock Companies,” the decision on Item 3 on the agenda shall be adopted by a majority of votes held by the Company’s voting share holders attending the General Meeting of Shareholders.

Issue put to a vote:

3.1. The Company’s profit (loss) distribution based on performance results in 2012 shall be approved:

thousand rubles

Net profit for 2012 / (3,099,641)
To be distributed as follows:
- reserve fund / -
- investments and development / -
- dividends / -
- covering of losses of previous years / -

3.2. Distribution of the Company’s profits of prior years shall be approved:

thousand rubles

Undistributed profit / 69,158,609
To be distributed as follows:
- reserve fund / -
- investments and development,
including:
remuneration payable to members of the Board of Directors of the Company / 2,917,517
8,034
- dividends / 166,012
- covering of losses of previous years / -
Undistributed profit / 66,075,080

Number of votes for each variant of voting on Item 3 on the agenda of the General Meeting of Shareholders:

Voting Variants / Number of Votes / Percentage of Voters (%)
“FOR” / 49,882,389,764 / 98.4281
“AGAINST” / 444,501,570 / 0.8771
“ABSTAINED” / 2,463,793 / 0.0049

According to the voting results, it was resolved as follows:

3.1. The Company’s profit (loss) distribution based on performance results in 2012 shall be approved:

thousand rubles

Net profit for 2012 / (3,099,641)
To be distributed as follows:
- reserve fund / -
- investments and development / -
- dividends / -
- covering of losses of previous years / -

3.2. Distribution of the Company’s profits of prior years shall be approved:

thousand rubles

Item 4 on the agenda: Amount, period, and form of dividend payment based on performance results in 2012.

O.V.Shatokhina, Deputy Director General for Economic Affairs and Finance of JSC Russian Grids, was heard on Item 4 on the agenda.

With respect to this item on the agenda, O.V.Shatokhina, Deputy Director General for Economic Affairs and Finance of JSC Russian Grids, reported to the Company’s shareholders on the grounds for distributing and paying dividends and on the principles of determining their amount.