2.1. Information on the quorum for decision-making by the Issuer's Board of Directors and the results of voting on decision-making issues: there is a Quorum for decision-making by the Board of Directors of PJSC “Rosseti Moscow Region”.
Voting results:
Resolution on item 1 was adopted by a majority of votes of the members of the Board of Directors of PJSC “Rosseti Moscow Region” participating in the absentee voting.
Resolution on item 2 was adopted by a majority of votes of the members of the Board of Directors of PJSC “Rosseti Moscow Region” participating in the absentee voting.
Resolution on item 3 was adopted by a majority of votes of the members of the Board of Directors of PJSC “Rosseti Moscow Region” participating in the absentee voting.
Resolution on item 4 was adopted by a majority of votes of the members of the Board of Directors of PJSC “Rosseti Moscow Region” participating in the absentee voting.
Resolution on item 5 was adopted by a majority of votes of the members of the Board of Directors of PJSC “Rosseti Moscow Region” participating in the absentee voting.
Resolution on item 6 was adopted by a majority of votes of the members of the Board of Directors of PJSC “Rosseti Moscow Region” participating in the absentee voting.
Resolution on item 7 was adopted by a majority of votes of the members of the Board of Directors of PJSC “Rosseti Moscow Region” participating in the absentee voting.
Resolution on item 8 was adopted by a majority of votes of the members of the Board of Directors of PJSC “Rosseti Moscow Region” participating in the absentee voting.
Resolution on item 9 was adopted by a majority of votes of the members of the Board of Directors of PJSC “Rosseti Moscow Region” participating in the absentee voting.
Resolution on item 10 was adopted by a majority of votes of the members of the Board of Directors of PJSC “Rosseti Moscow Region” participating in the absentee voting.
Resolution on item 11 was adopted by a majority of votes of the members of the Board of Directors of PJSC “Rosseti Moscow Region” participating in the absentee voting.
Resolution on item 12 was adopted by a majority of votes of the members of the Board of Directors of PJSC “Rosseti Moscow Region” participating in the absentee voting.
2.2. Contents of resolutions adopted by the Issuer's Board of Directors:
On item 1: “Annual General Meeting of Shareholders of PJSC “Rosseti Moscow Region”:
- To hold the annual meeting of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region”.
- To determine that voting at the annual meeting of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” shall be combined with absentee voting.
- To determine that the annual meeting of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” shall be held without the option of remote participation.
On item 2: “Setting the date, place, and time of the Annual General Meeting of Shareholders of PJSC “Rosseti Moscow Region”, the time for starting the registration of persons attending the Annual General Meeting of Shareholders of PJSC Rosseti Moscow Region, and the deadline for accepting voting ballots”:
- To set the date of the Annual General Meeting of Shareholders of PJSC “Rosseti Moscow Region” on June 24, 2025.
- To determine the place of the annual meeting of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” at DoubleTree by Hilton Moscow - Marina, 39 Leningrad Highway, bldg 1, Moscow, 12521.
- To determine the time for the start of registration of persons participating in the annual meeting of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” at 09:00 a.m. local time.
- To determine the time for holding the Annual General Meeting of Shareholders of the PJSC “Rosseti Moscow Region” at 10:00 a.m. local time.
- Since voting at the annual meeting of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” is combined with absentee voting, June 21, 2025, shall be established as the deadline for the submission of voting ballots for absentee voting.
On item 3: “Establishment of the record date for determining the persons entitled to vote when resolutions are passed by the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” at the Annual General Meeting of Shareholders of PJSC “Rosseti Moscow Region”:
To set the record date for determining the persons entitled to vote at the Annual General Meeting of Shareholders of PJSC “Rosseti Moscow Region” on May 30, 2025.
On item 4: “Determination of the type (types) of preferred shares the holders whereof are entitled to vote when the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” adopts resolutions on items on the agenda of the Annual General Meeting of Shareholders of PJSC “Rosseti Moscow Region”:
Since no preferred shares of PJSC “Rosseti Moscow Region” have been issued, the type(s) of preferred shares whose holders would be entitled to vote on agenda items at the annual meeting of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” shall not be determined.
On item 5: “Approval of the Agenda of the Annual General Meeting of Shareholders of PJSC “Rosseti Moscow Region”:
To approve the following agenda for the annual General Meeting of Shareholders of PJSC “Rosseti Moscow Region”:
- Approval of the annual report of PJSC “Rosseti Moscow Region” for 2024.
- Approval of the annual accounting (financial) statements of PJSC “Rosseti Moscow Region” for 2024.
- Distribution of profits (including payment (declaration) of dividends) and losses of PJSC “Rosseti Moscow Region” based on the results of 2024.
- Election of members of the Board of Directors of PJSC “Rosseti Moscow Region”.
- Election of members of the Audit Commission of PJSC “Rosseti Moscow Region”.
- Appointment of an audit organization of PJSC “Rosseti Moscow Region”.
- Approval of the new version of Articles of Association of Public Joint Stock Company “Rosseti Moscow Region”.
- Approval of the new version of the Regulations on the General Meeting of Shareholders of the Public Joint Stock Company “Rosseti Moscow Region”.
- Approval of the new version of the Regulations on the Board of Directors of the Public Joint Stock Company “Rosseti Moscow Region”.
- Approval of the new version of the Regulations on the Management Board of Public Joint Stock Company “Rosseti Moscow Region”.
- Approval of the new version of the Regulations on the Audit Commission of Public Joint Stock Company “Rosseti Moscow Region”.
- Approval of the new version of the Regulations on payment to members of the Board of Directors of the Public Joint Stock Company “Rosseti Moscow Region” of remuneration and compensations.
- Approval of the new version of the Regulations on payment to the members of the Audit Commission of the Public Joint Stock Company “Rosseti Moscow Region” of remuneration and compensations.
On item 6: “Determination of the list of information (materials) to be provided to persons entitled to vote when resolutions are passed by the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” in preparation for the Annual General Meeting of Shareholders of PJSC “Rosseti Moscow Region”, and the procedure for providing such information (materials)”:
- To determine that the information (materials) to be provided to persons entitled to vote at the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” when preparing for the annual meeting of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” as follows:
- annual report of PJSC “Rosseti Moscow Region” for 2024;
- annual accounting (financial) statements of PJSC “Rosseti Moscow Region” for 2024, auditor's report on such statements;
- report of the Audit Commission of PJSC “Rosseti Moscow Region” based on the results of the audit of the annual report and annual accounting (financial) statements, as well as on the reliability of the information contained in the report on interested-party transactions concluded by PJSC “Rosseti Moscow Region” in 2024;
- report of the Internal Audit Department of PJSC “Rosseti Moscow Region” based on the results of the assessment of the reliability and effectiveness of the risk management and internal control system, and the effectiveness of the Company’s corporate governance.
- information on candidates to the Board of Directors of PJSC “Rosseti Moscow Region” and the Internal Audit Commission of PJSC “Rosseti Moscow Region”, including information on who each candidate was nominated by, as well as information on the presence or absence of written consent of such candidates for election;
- Articles of Association of PJSC “Rosseti Moscow Region” in the current version, draft reinstated Articles of Association of PJSC “Rosseti Moscow Region”, as well as a comparative table of the changes made with their justification;
- Regulations on the General Meeting of Shareholders of Public Joint Stock Company “Rosseti Moscow Region” in the current version, draft reinstated Regulations on the General Meeting of Shareholders of Public Joint Stock Company “Rosseti Moscow Region”, as well as a comparative table of the amendments made with their justification;
- Regulations on the Board of Directors of Public Joint Stock Company “Rosseti Moscow Region” in the current version, draft reinstated Regulations on the Board of Directors of Public Joint Stock Company “Rosseti Moscow Region”, as well as a comparative table of the amendments made with their justification;
- Regulations on the Management Board of Public Joint Stock Company “Rosseti Moscow Region” in the current version, reinstated draft Regulations on the Management Board of Public Joint Stock Company “Rosseti Moscow Region”, as well as a comparative table of the amendments made with their justification;
- Regulations on the Audit Commission of Public Joint Stock Company “Rosseti Moscow Region” in the current version, draft reinstated Regulations on the Audit Commission of Public Joint Stock Company “Rosseti Moscow Region”, as well as a comparative table of the amendments made with their justification;
- Regulations on Payment of Remuneration and Compensation to Members of the Board of Directors of Public Joint Stock Company “Rosseti Moscow Region” in the current version, draft resintated Regulations on Payment of Remuneration and Compensation to Members of the Board of Directors of Public Joint Stock Company “Rosseti Moscow Region”, as well as a comparative table of the amendments made with their justification;
- Regulations on Payment of Remuneration and Compensation to the Members of the Internal Audit Commission of Public Joint Stock Company “Rosseti Moscow Region” in the current version, draft reinstated Regulations on Payment of Remuneration and Compensation to the Members of the Internal Audit Commission of Public Joint Stock Company “Rosseti Moscow Region”, as well as a comparative table of the amendments made with their justification;
- information on shareholder agreements entered into within one year prior to the date of the annual meeting of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region”;
- a report on the related party transactions concluded by PJSC “Rosseti Moscow Region” in 2024 in which there is an interest;
- information on the total amount of unclaimed dividends of PJSC “Rosseti Moscow Region” determined according to its accounting (financial) statements as of the last reporting date prior to the resolution on holding the annual meeting of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region”;
- information on the total number of shareholders in respect of whom notices of the meeting or absentee voting and/or voting ballots and payment of dividends have been suspended, and the share of their shares in the authorized capital of PJSC “Rosseti Moscow Region” and in the total number of the Company's voting shares;
- draft resolutions of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” and explanatory notes on items on the agenda of the annual meeting of the Company's General Meeting of Shareholders;
- report of the Audit Committee of the Board of Directors of PJSC “Rosseti Moscow Region” on the assessment of the quality of the audit, auditor's reports, and the efficiency of the external audit of the accounting (financial) statements of PJSC “Rosseti Moscow Region” for 2024;
- the position of the Board of Directors of PJSC “Rosseti Moscow Region” regarding the agenda of the annual General Meeting of Shareholders of the Company, including extracts from the minutes of the meetings or absentee voting results on resolutions adopted by the Company’s Board of Directors with recommendations (proposals) on the matters submitted for consideration by the General Meeting of Shareholders, including the proposed amount of dividends on the Company’s shares and the procedure for their payment, as well as any dissenting opinions of the Board members on each agenda item (if any);
- justification of the proposed distribution of net profit and assessment of its compliance with the dividend policy adopted by the Company, including for the payment of dividends and the Company's own needs, with explanations and economic justification of the need to direct a certain part of the net profit to its own needs;
- information on corporate actions that resulted in the deterioration of shareholders' dividend rights and/or dilution of their shares, as well as on court decisions that established that shareholders used other means of receiving income at the expense of PJSC “Rosseti Moscow Region” other than dividends and liquidation value;
- report of the HR and Remuneration Committee of the Board of Directors of PJSC “Rosseti Moscow Region” on the assessment of candidates for members of the Board of Directors of PJSC “Rosseti Moscow Region” (if this issue was considered by the said committee);
- information on the nominated audit organization of the Company, including details of the self-regulatory organization of auditors to which the nominated audit organization belongs, information on the selection procedures used to ensure the audit organization’s independence and objectivity, details of the proposed remuneration for audit and non-audit services, as well as other material terms of the contract to be concluded with the Company’s audit organization.
- recommendations of the Audit Committee of the Company's Board of Directors regarding the candidacy of the Company's audit organization;
- information on who proposed each item on the agenda of the annual meeting of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region”;
- information on travel to the venue of the annual meeting of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region”;
- A template of the power of attorney that a shareholder may issue to his/her representative, and the procedure for its certification.
- To determine that the above information (materials) provided in preparation for the annual meeting of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” shall be made available to the persons entitled to vote on resolutions adopted by the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” for review from June 04, 2025 to June 23, 2025, from 9:00 a.m. to 4:00 p.m. local time, excluding weekends and public holidays, as well as on June 24, 2025 during the annual meeting of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” at the following addresses:
- 3, 2nd Paveletsky passage, bldg 2, Moscow, 115114, PJSC “Rosseti Moscow Region”;
- 7B Vavilova St., Moscow, 117312, PJSC “Rosseti Moscow Region”;
- 23 Novokhokhlovskaya St., bldg 1, 109052, Moscow, STATUS JSC.
Information (materials) provided in preparation for the Annual General Meeting of Shareholders shall also be published on the official website of PJSC “Rosseti Moscow Region” at www.rossetimr.ru.
Additionally, the same information (materials) will be made available to those attending the Annual General Meeting of Shareholders of PJSC “Rosseti Moscow Region” at the venue during the meeting.
If a nominee is registered in the shareholder register of PJSC “Rosseti Moscow Region”, the information (materials) shall be provided in accordance with the legislation of the Russian Federation on securities, to be passed on to the persons exercising rights in respect of such securities.
- During preparation for the annual meeting of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region”, ensure the:
- telephone line for engaging with shareholders: 8 (495) 662-40-70 (ext. 11-70, 11-75);
- special e-mail address: ir@rossetimr.ru;
- work of the forum on the agenda items of the annual meeting of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” on the Company's website at:
https://rossetimr.ru/invest_news/korporativnoe-upravlenie/obshchiye_sobraniya_aktsionerov/#tab1-999
On item 7: “Determination of the procedure for notifying shareholders of PJSC “Rosseti Moscow Region” of the Annual General Meeting of Shareholders, including approval of the form and text of the statement”:
- To approve the form and text of the notification on the holding of the annual General Meeting of Shareholders of PJSC “Rosseti Moscow Region” in accordance with Appendix 1 to this decision of the Board of Directors of the Company.
- To notify the persons entitled to vote at the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” and registered in the shareholder register of PJSC “Rosseti Moscow Region” of the annual meeting of the General Meeting of Shareholders by publishing a notice on the website of PJSC “Rosseti Moscow Region” on the Internet at www.rossetimr.ru no later than May 23, 2025.
If a person registered in the shareholder register of PJSC “Rosseti Moscow Region” is a nominee holder of shares, the notice of the annual meeting of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” shall be provided in accordance with the requirements of the securities legislation of the Russian Federation governing the provision of information (materials) to persons exercising rights in securities.
On item 8: “Election of the Secretary of the General Meeting of Shareholders of PJSC “Rosseti Moscow Region”:
To elect Alexey Nikolayevich Svirin, Director of the Corporate Governance and Shareholder Relations Department, the Company's Corporate Secretary, as the Company's Secretary of the General Meeting of Shareholders.
On item 9: “Approval of the report on interested party transactions entered into by PJSC “Rosseti Moscow Region” in 2024”:
To approve the report on interested party transactions entered into by PJSC “Rosseti Moscow Region” in 2024 in accordance with Appendix 2 to this resolution of the Board of Directors of the Company.
On item 10: “Approval of the terms and conditions of the contract with the registrar of PJSC “Rosseti Moscow Region”:
- To approve the terms and conditions of the service agreement for preparation and holding of the annual meeting of the General Meeting of Shareholders of the Company with the registrar of the Company in accordance with Appendix 3 to the present resolution of the Board of Directors of the Company.
- Instruct the Sole Executive Body of the Company to conclude an agreement for the provision of services for the preparation and holding of the annual General Meeting of Shareholders of the Company with the Registrar of the Company on the terms in accordance with Appendix 3 to this decision of the Board of Directors of the Company.
On item 11: “Approval of the cost estimate related to preparing and holding the annual General Meeting of Shareholders of PJSC “Rosseti Moscow Region”:
- To approve the estimate of costs associated with the preparation and holding of the annual General Meeting of Shareholders of the Company in accordance with Appendix 4 to this decision of the Board of Directors of the Company.
- The sole executive body of the Company shall, no later than two months after the annual General Meeting of Shareholders, submit to the Board of Directors a report on the expenditure of funds for the preparation and holding of the Annual General Meeting of Shareholders in the form in accordance with Appendix 5 to this decision of the Board of Directors of the Company.
On item 11: “Preliminary approval of the annual report of PJSC Rosseti Moscow Region for 2024”:
To preliminarily approve the Annual Report of PJSC “Rosseti Moscow Region” for 2024 and recommend that the General Meeting of Shareholders of PJSC “Rosseti Moscow Region” approve the Annual Report of PJSC “Rosseti Moscow Region” in accordance with Appendix 6 to this resolution of the Company’s Board of Directors.
2.3 The ballot receipt end date for absentees voting at which the Issuer's Board of Directors adopted resolutions is May 19, 2025.
2.4 The date and number of the minutes on the results of absentee voting for decisions made by the Issuer's Board of Directors, at which decisions were made: May 22, 2025, Minutes No. 659.
2.5. Type, category (type), series (if any) and other identification features of securities specified in the resolution on the issue of such securities: ordinary uncertified shares, state registration number of the issue 1-01-65116-D dated May 31, 2005, International Securities Identification Code (ISIN) RU000A0ET7Y7, international financial instruments classification code (CFI) - ESVXFR.