QUARTERLY REPORT Quarter 2 of 2012 - Холдинг МРСК

1) amendment of the Articles of Association of the Company or approval of the restated version of the
Articles of Association of the Company;
2) reorganization of the Company in accordance with the procedure set forth in the federal laws and the
Articles of Association of the Company;
3) liquidation of the Company, appointment of the liquidation committee and approval of the interim and
final liquidation balance sheets;
4) election of members to the Board of Directors of the Company and early termination of their authority,
establishment of the amount of remuneration or compensation payable to members of the Board of Directors of
the Company;
5) determination of the quantity, par value, category (type) of authorized shares and the rights carried by
such shares;
6) expansion of the authorized capital of the Company through an increase in the par value of shares or
follow-on offering conducted by the Company as provided for by the Articles of Association;
7) reduction of the authorized capital of the Company by decreasing the par value of shares, through the
acquisition of a portion of shares by the Company for the purposes of reducing their total number and by means
of redemption of shares acquired or repurchased by the Company;
8) election of members of the Internal Audit Commission of the Company and early termination of their
authority, establishment of the amount of remuneration or compensation payable to members of the Internal
Audit Commission of the Company;
9) approval of the Company’s auditor;
10) approval of annual reports, annual financial statements, including profit and loss statements (income
statements) of the Company, as well as appropriation of profit, including payment (declaration) of dividends,
with the exception of profit distributed as dividends for the first quarter, six months, nine months of the fiscal
year), and loss of the Company based on the fiscal year performance;
11) determination of the procedure for holding the General Meeting of Shareholders;
12) stock split and reverse stock split;
13) adoption of the resolution on the approval of transactions as provided for by Article 83 of the Federal
Law “On Joint-Stock Companies”;
14) adoption of resolutions on the approval of material transactions as provided for by Article 79 of this
Federal Law “On Joint-Stock Companies”;
15) adoption of the resolution on participation of the Company in financial and industrial groups,
associations and other groups of business entities;
16) approval of internal documents governing the activities of the Company’s bodies;
17) payment (declaration) of dividends for the first quarter, six months, nine months of the fiscal year;
18) resolution of other issues provided for by the Federal Law “On Joint-Stock Companies.”
The resolution of issues falling within the jurisdiction of the General Meeting of Shareholders may not be
delegated to the Board of Directors, Chairman of the Management Board of the Company or the Management
Board of the Company.
The General Meeting of Shareholders is not entitled to consider or resolve the issues which fall outside its
jurisdiction as specified in the Federal Law “On Joint-Stock Companies.”
The jurisdiction of the Board of Directors of the Company covers the following issues (Article 11 of the
Articles of Association):
- determination of high-priority activities of the Company;
- convening of the annual and Extraordinary General Meeting of Shareholders of the Company except as
provided for by paragraph 10.7.8 of the Articles of Association;
- approval of the agenda of the General Meeting of Shareholders;
- determination of the date of preparation of the list of individuals entitled to participate in the General
Meeting of Shareholders and any other issues falling within the jurisdiction of the Board of Directors of the
Company as provided for by Chapter VII of the Federal Law “On Joint-Stock Companies” and related to the
preparation and holding of the General Meeting of Shareholders;
- submission of the issues provided for by subparagraphs 2, 6 and 12-16 of paragraph 10.2 of the Articles
of Association and the issue of reduction of the authorized capital of the Company by decreasing the par value of
shares for consideration by the General Meeting of Shareholders;
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