NOTIFICATION of the Annual General Meeting of Shareholders of OJSC Irkutskenergo
Irkutsk Joint-Stock Company of Energetics and Electrification (OJSC Irkutskenergo) (hereinafter referred to as the Company), located at: 3 Sukhe-Batora Street, Irkutsk, Irkutsk Region, 664025, Russia, informs you of the Annual General Meeting of Shareholders of OJSC Irkutskenergo (hereinafter referred to as the Meeting of Shareholders) to be held in the form of meeting (joint presence of the shareholders to discuss the agenda items and make decisions on issues put to the vote) on June 6, 2014 at: 279 Baikalskaya Street, Irkutsk, Baikal Business Centre.
The meeting starts at 12.00 noon. The mailing address at which the filled-in ballot shall be sent is: OJSC Registrar R.O.S.T., POB 9, 18 Stromynka Street, Moscow 107996, Russia.
The registration of shareholders participating in the Meeting of Shareholders will take place at the meeting venue. The registration starts at 9.00 a.m. The registration ends after the end of discussion on the last agenda item of the Meeting of Shareholders for which the quorum is present. The list of persons entitled to participate in the Meeting of Shareholders is based on the Company’s shareholder register as of April 21, 2014.
1. Approval of the annual report of OJSC Irkutskenergo.
2. Approval of the annual financial statements of OJSC Irkutskenergo.
3. Approval of profit distribution of OJSC Irkutskenergo for 2013.
4. The amount, dates and form of the dividend payment for 2013.
5. Election of members of the Board of Directors of OJSC Irkutskenergo.
6. Election of members of the Audit Commission of OJSC Irkutskenergo.
7. Approval of the auditor of OJSC Irkutskenergo for conducting the audit of financial statements prepared in accordance with Russian Accounting Standards.
8. Approval of the auditor of OJSC Irkutskenergo for conducting the audit of consolidated financial statements prepared in accordance with International Financial Reporting Standards (IFRS).
9. Approval of a new version of the Charter of OJSC Irkutskenergo.
10. Approval of a new version of the Regulations on the General Meeting of Shareholders of OJSC Irkutskenergo.
11. Approval of a new version of the Regulations on the Board of Directors of OJSC Irkutskenergo.
12. Approval of related non-arm's length transactions with Gazprombank (Open Joint-Stock Company): credit agreements No. 3513-080-KLZ, No. 3513-081-KLZ and No. 3513-082-KLZ dated December 27, 2013 on providing a line of credit.
13. Approval of a non-arm's length transaction with Gazprombank (Open Joint-Stock Company): credit agreement No. 3514-011-KLZ dated January 31, 2014 on providing a line of credit.
In order to register for and participate in the Meeting of Shareholders, the shareholders and their representatives shall bring the ballots received by mail and identity documents. The shareholders’ representatives shall also bring the power of attorney for participating in the Meeting of Shareholders; persons entitled to act on behalf of a legal entity without power of attorney shall bring the documents confirming their appointment (election) to the position entitling them to act in this capacity.
The power of attorney of a shareholder’s representative shall conform to the requirements of Article 57 of the Federal Law on Joint-Stock Companies and the requirements of the Russian Civil Code, or notarized. The power of attorney shall include the date of issue, data on the representative and the represented person (full name, address of residence or location, ID details: passport number, date and place of issue, issuing authority), scope of authority delegated and signature of the person issuing the power of attorney (the represented person).
Under Article 60 of the Federal Law on Joint-Stock Companies, the Company’s shareholders (their representatives) have the right to participate in the Meeting of Shareholders or send the filled-in ballots to the Company by mail at: OJSC Registrar R.O.S.T., POB 9, 18 Stromynka Street, Moscow 107996, Russia. In determining the quorum and voting results, the Company shall consider only the votes represented by ballots received no later than June 3, 2014. Private shareholders’ ballots shall be signed by the shareholder personally. If the ballots are signed:
• by a shareholder’s representative – the ballot shall include the last name and the initials of the representative, details of the power of attorney (number (if applicable), date of issue, issuer); the power of attorney for voting, executed as specified below, or its duly notarized copy, shall be appended to the ballot;
• by the legal representative of a private shareholder – the ballot shall include the last name and the initials of the legal representative; notarized copies of the documents under which the legal representative acts shall be appended to the ballot;
• by the head of a legal entity – the ballot shall include the last name, the initials and the position of the signer; duly notarized copies of documents confirming appointment (election) of the signer to the position entitling him/her to act in the capacity of the legal entity without power of attorney shall be appended to the ballot.
If the Company’s General Meeting of Shareholders makes a decision on dividend payment for 2013, the Company shall pay dividends to persons whose rights to shares are recorded in the Company’s shareholder register.
In order for a tax exemption or a reduced tax rate to be applied to the dividend income in accordance with the Tax Code of the Russian Federation and provisions of international agreements, persons entitled to dividends whose rights to shares are recorded in the Company’s shareholder register shall submit supporting documents to the Company at: 3 Sukhe-Batora Street, Irkutsk 664025 no later than July 1, 2014. If the required documents are not submitted, the amount of income tax calculated as set forth in sub-items 2 and 3 of item 3 of Article 284 of the Tax Code of the Russian Federation will be deducted from the amount of dividends receivable. To receive a tax refund, a request for a tax credit or tax refund shall be submitted to the tax authorities as set out in Article 78 of the Tax Code of the Russian Federation.
Persons entitled to dividends whose shares are held in street name (in a depository) shall receive cash dividends on the Company’s shares via the depository holding their securities under the legislation of the Russian Federation and agreements concluded with the depositories.
The shareholders are recommended to check the details of their personal accounts (the form of dividend payment, ID details, mailing addresses, payment details, etc.) and, if necessary, promptly update them.
Information (materials) to be provided to the persons entitled to participate in the Company’s Meeting of Shareholders in the course of its preparation is available to the shareholders (their representatives) starting from May 16, 2014 on business days from 09.30 a.m. to 4.00 p.m. local time at: the Corporate Governance Department, 3 Sukhe-Batora Street, Irkutsk, tel.: (3952) 790-915, 790-515, 790-336, 790-359, 790-586, 790-738, and on OJSC Irkutskenergo’s corporate website at: www.irkutskenergo.ru.
OJSC Irkutskenergo Board of Directors
May 30, 2014