2.1. Quorum of meeting of the Board of Directors and voting results on decision-making:
There is a quorum for holding a meeting of the Board of Directors of PJSC MOESK.
Voting results:
On the matter 1 the decision was adopted by the majority of voters of the Board of Directors participating in the meeting.
On the matter 2 the decision was adopted by the majority of voters of the Board of Directors participating in the meeting.
On the matter 3 the decision was adopted by the majority of voters of the Board of Directors participating in the meeting.
On the matter 4 the decision was adopted by the majority of voters of the Board of Directors participating in the meeting.
On the matter 5 the decision was adopted by the majority of voters of the Board of Directors participating in the meeting.
On the matter 6 the decision was adopted by the majority of voters of the Board of Directors participating in the meeting.
On the matter 7 the decision was adopted by the majority of voters of the Board of Directors participating in the meeting.
2.2. Content of the decisions taken by the issuer’s Board of Directors:
On the matter 1:
Convene the annual General Meeting of Shareholders of the Company in the form of absentee voting.
On the matter 2:
Determine the date of the annual General Meeting of Shareholders (the deadline for accepting completed voting ballots) – May 29, 2020.
On the matter 3:
Approve the date of determination (fixing) of persons entitled to participate in the annual General Meeting of Shareholders of the Company – May 05, 2020.
On the matter 4:
Due to the fact that preferred shares were not issued by the Company, decisions on determining the type(s) of preferred shares, the owners of which have the right to vote on issues on the agenda of the Meeting, shall not be taken.
On the matter 5:
Approve the following agenda for the annual General Meeting of Shareholders of the Company:
1. On approval of the annual report, annual accounting (financial) statements of PJSC Moscow United Electric Grid Company for 2019;
2. On the distribution of profits (including the payment (declaration) of dividends) and losses in accordance with the results of 2019;
3. On election of members of the Board of Directors of PJSC Moscow United Electric Grid Company;
4. On election of members of the Audit Commission of PJSC Moscow United Electric Grid Company;
5. On approval of the auditor of PJSC Moscow United Electric Grid Company.
6. On consideration of the draft amendments to the Charter of PJSC Moscow United Electric Grid Company, requiring an application to the Ministry of Justice of the Russian Federation with a request to issue a permit to include in the new company name PJSC Moscow United Electric Grid Company, a word derived from the official name "Russian Federation" or "Russia".
7. On approval of the Regulation on the Board of Directors of the PJSC Moscow United Electric Grid Company in a new edition.
On the matter 6:
1. Determine that information (materials) provided to persons entitled to participate in the Annual General Meeting of Shareholders of PJSC Moscow United Electric Grid Company is as follows:
- Annual report of the Company and the conclusion of the Audit Committee of the Company on the results of its verification (on validity of the data contained in the annual report of the Company);
- Annual accounting (financial) statements, audit report, opinion of the Audit Commission of the Company based on the results of verification of such statements;
- Conclusion of the Audit Committee of the Company regarding the level of efficiency and quality of the external audit process;
- Extracts from the resolution of the Board of Directors on the issue of preliminary approval of the annual report of the Company for 2019, and recommendations to the Annual General Meeting of Shareholders on its approval;
- Extracts from resolutions of the Board of Directors including recommendations (proposals) on issues submitted to the General Meeting of Shareholders of the Company;
- Justification for the proposed distribution of net profit;
- Information on candidates to the Board of Directors of the Company, Audit Committee of the Company (if submitted) or information on failure of candidates to submit the specified information, including information on person who nominated each candidate, as well as information on availability or absence of written consent of the specified candidates for nomination and election;
- Conclusion of the Staff and Remuneration Committee of the Company on evaluation of candidates for membership of the Board of Directors of the Company (in case this issue was considered by the said Committee);
- Information on candidates for the Company's auditors sufficient to form an idea of their professional qualities and independence, including the name of the self-regulatory organization of auditors, of which the candidate for the Company's auditors is a member, a description of the procedures used in the selection of external auditors that ensure their independence and objectivity, as well as information on the proposed remuneration of external auditors for audit and non-audit services (including information on compensation payments and other expenses associated with the engagement of the auditor) and other material terms of the agreements concluded with the auditors of the Company;
- Recommendations of the Audit Committee of the Company regarding the candidate of the auditor of the Company;
- The current version of the Charter of the Company, the draft amendments to the Charter of the Company requiring application to the Ministry of Justice of the Russian Federation with a request to issue a permit to include in the new company name a word derived from the official name “Russian Federation” or “Russia”, as well as a comparative table amendments made with their justification;
- Current Regulation on the Board of Directors of the Company, draft Regulation on the Board of Directors of the Company in the new edition, as well as a comparative table of amendments made to with their justification;
- Report on interested transactions concluded by the Company in 2019, including the conclusion of the Audit Committee which confirm the validity of the data contained in the report;
- Information on shareholder agreements concluded during the year prior to the date of the general meeting of shareholders;
- Information on person proposed each issue on the agenda of the Annual General Meeting of Shareholders of the Company;
- Draft regulations and explanatory memorandums regarding issues of the General Meeting of Shareholders;
- Approximate form of power of attorney, which a shareholder can issue to his representative and the procedure for its certification.
- Establish that persons entitled to participate in the Annual General Meeting of Shareholders of the Company can obtain the specified information (materials) in period from May 09, 2020 to May 29, 2020 from 10 hours 00 minutes to 15 hours 00 minutes local time, except for weekends and holidays, as well as at June 14, 2019 during the meeting at the following addresses:
- 115114, Moscow, 3, 2nd Paveletsky proezd, bldg. 2, .
- PJSC Moscow United Electric Grid Company;
- 117312, Moscow, 7B Vavilova str., PJSC Moscow United Electric Grid Company;
- 109052, Moscow, 23 Novokhokhlovskaya str., bldg. 1, JSC STATUS;
- and also from May 09, 2020 on the website of PJSC Moscow United Electric Grid Company in the information and telecommunication network Internet at:
- http://www.moesk.ru.
- If the person registered in the register of shareholders of the Company is a nominal holder of shares, the specified information (materials) shall be sent before May 09, 2020 in electronic form (in the form of electronic documents signed by electronic signature) to a nominal holder of shares.
On the matter 7:
1. Approve the form and text of the Statement on holding the Annual General Meeting of Shareholders of the Company in accordance with Annex No. 1 to this resolution.
2. Inform persons entitled to participate in the annual general meeting of shareholders of the Company about holding the annual general meeting of shareholders of the company by posting on the website of the company in the information and telecommunication network “Internet” at www.moesk.ru no later than April 28, 2020.
If the person registered in the register of shareholders of the Company is a nominal holder of shares, a notice on holding of the Annual General Meeting of Shareholders of the Company shall be sent in electronic form (in the form of electronic documents signed by electronic signature) to the nominal holder of shares no later than April 28, 2020.
2.3. Identification signs of shares whose owners are entitled to participate in the general meeting of the issuer's shareholders:
Ordinary registered ordinary shares, state registration number of the issue 1-01-65116-D of May 31, 2005, international identification code (number) of securities (ISIN) RU000A0ET7Y7 .
2.4. Date of the issuer’s Board of Directors Meeting, at which the relevant decisions were adopted:
April 24, 2020.
2.5. Date and number of the Minutes of the issuer’s Board of Directors Meeting, at which the relevant decisions were adopted:
Minutes No. 430, April 27, 2020.
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