QUARTERLY REPORT Quarter 2 of 2012 - Холдинг МРСК

- expansion of the authorized capital of the Company through the follow-on offering conducted by the
Company as provided for by these Articles of Association;
- approval of resolutions on the issuance of securities, securities prospectuses, securities issuance reports,
approval of the report on the purchase of shares from the shareholders of the Company, share redemption
reports, reports on the submission of share redemption requests by the shareholders of the Company owning
such shares;
- placement by the Company of bonds or any other issue-grade securities as provided for by the Federal
Law “On Joint-Stock Companies” and these Articles of Association;
- determination of the price (monetary value) of the property, the offering and repurchase price of issuegrade
securities as provided for by the Federal Law “On Joint-Stock Companies”;
- acquisition of shares, bonds or any other issue-grade securities placed by the Company as provided for
by the Federal Law “On Joint-Stock Companies”;
- appointment of the individual authorized to determine terms and conditions and sign employment
agreements with the Director General of the Company and members of the Management Board of the Company;
- recommendations concerning the amount of remuneration and compensation payable to members of the
Internal Audit Commission of the Company; determination of the amount of auditor’s fee;
- recommendations concerning the amount of dividend on shares and its payment procedure;
- determination of the procedure for the establishment and use of the Company’s funds;
- approval of the internal documents of the Company, with the exception of internal documents whose
approval falls within the jurisdiction of the General Meeting of Shareholders or the jurisdiction of the executive
bodies of the Company as specified in the Articles of Association of the Company; approval of the expense
budget for the executive arm of the Company, including costs required to maintain the office of the Board of
Directors of the Company;
- establishment (liquidation) of branches and opening (liquidation) of representative offices of the
Company; respective amendment of the Articles of Association of the Company;
- adoption of resolutions on participation of the Company in entities other than those specified in
subparagraph 10.2.15 of the Articles of Association of the Company (admission to the existing entity or
establishment of a new entity), acquisition, disposition and encumbrance of their shares and stakes, change in the
stake in the authorized capital of the above-mentioned entities;
- approval of material transactions as provided for by Charter X of the Federal Law “On Joint-Stock
Companies”;
- approval of transactions provided for by Chapter XI of the Federal Law “On Joint-Stock Companies”;
- determination of the policy and adoption of resolutions related to the obtainment and extension
(provision) of advances, loans, credits, guarantees, pledge and warranties in accordance with the procedure
specified by the Board of Directors of the Company;
- approval of the procedure for interaction of the Company with the economic entities whose shares
(equities) are owned by the Company; adoption of resolutions falling within its jurisdiction in accordance
therewith;
- determination of position of the Company (representatives of the Company), including instructions to
take or not to take part in the voting on agenda items, vote “For”, “Against” or “Abstain”, while voting on draft
resolutions on the following agendas of general meetings of shareholders (members) of the subsidiaries and
dependent business entities (hereinafter “SDCs”) (except when the functions of general meetings of shareholders
of SDCs are performed by the Board of Directors of the Company) and meetings of the Boards of Directors of
SDCs (with the exception of the issue of approval of the agenda of general meetings of shareholders of SDCs
when the functions of general meetings of shareholders of SDCs are performed by the Board of Directors of the
Company), specifically for the Company to exercise control of the resolutions adopted by the subsidiaries and
dependent companies of SDCs:
a) determination of agenda of the General Meeting of Shareholders (Members) of SDCs;
b) reorganization or liquidation of SDCs;
c) determination of the number of members of the Board of Directors of SDCs, nomination and election
of its members and early termination of their authority;
d) determination of the quantity, par value, category (type) of authorized shares in SDCs and the rights
carried by such shares;
e) expansion of the authorized capital of SDCs through an increase in the par value of shares or followon
offering;
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