QUARTERLY REPORT Quarter 2 of 2012 - Холдинг МРСК

f) placement of securities of SDCs convertible into ordinary shares;
g) split and reverse split of stock of SDCs;
h) approval of material transactions conducted by SDCs;
i) participation of SDCs in any other entities (admission to the existing entity or establishment of a new
entity) and (with due account for the provisions of subparagraphs “j” and “k”) acquisition, disposition and
encumbrance of shares and stakes in the authorized capitals of entities in which SDCs participate; change in the
stake in the authorized capital of the entity concerned;
j) conduct by SDCs of transactions (including acquisition, disposition, pledge or any other encumbrance
through the conduct of one or more associated transactions) in shares and stakes in the subsidiaries and
dependent companies of SDCs which produce, transmit, dispatch, distribute and sell electricity and heat
irrespective of the number of shares (amount of stakes in authorized capital) in such entities;
k) conduct by SDCs of transactions (including acquisition, disposition, pledge or any other
encumbrance through the conduct of one or more associated transactions) in shares and stakes in the subsidiaries
and dependent companies of SDCs which neither produce, transmit, dispatch, distribute nor sell electricity or
heat;
l) conduct by SDCs of transactions (including several associated transactions) concerning the disposal
or possibility of disposal of property which constitutes fixed assets, intangible assets, construction-in-progress
assets used for the purposes of production, transmission, dispatch and distribution of electricity and heat;
m) conduct by SDCs of any transactions (including several associated transactions) concerning the
disposal or possibility of disposal of property which constitutes fixed assets, intangible assets, construction-inprogress
assets not used for the purposes of production, transmission, dispatch or distribution of electricity or
heat;
n) determination of positions of the representatives of SDCs for issues on the agendas of general
meetings of shareholders (members) and meetings of the Boards of Directors of the subsidiaries and dependent
companies of SDCs regarding the conduct (approval) of transactions (including several associated transactions)
concerning the disposal or possibility of disposal of property which constitutes fixed assets, intangible assets,
construction-in-progress assets used for the purposes of production, transmission, dispatch and distribution of
electricity and heat;
o) determination of positions of the representatives of SDCs for issues on the agendas of general
meetings of shareholders (members) and meetings of the Boards of Directors of the subsidiaries and dependent
companies of SDCs which produce, transmit, dispatch, distribute and sell electricity and heat with respect to the
reorganization, liquidation, expansion of the authorized capital of such entities through an increase in the par
value of shares or follow-on offering, placement of securities convertible into ordinary shares.
The Board of Directors of the Company adopts resolutions on the issues provided for by clauses “j”,
“k”, “l”, “m”, “n” of subparagraph 11.1.22 of the Articles of Association in the instances (amounts) provided for
by the procedure for interaction of the Company with the economic entities whose shares (equities) are owned by
the Company as approved by the Board of Directors of the Company in accordance with subparagraph 11.1.21 of
these Articles of Association.
- prior approval of resolutions on the conduct of transactions in the non-current assets of the Company
worth ten (10) to twenty-five (25) percent of the book value of these assets on the date of adoption of the
resolution on the conduct of such transaction;
- prior approval of resolutions on the conduct by the Company of transactions (including several
associated transactions) concerning the disposal or possibility of disposal of property which constitutes fixed
assets, intangible assets, construction-in-progress assets used for the purposes of production, transmission,
dispatch and distribution of electricity and heat in such instances (amounts) as specified in the individual
resolutions of the Board of Directors of the Company;
- prior approval of resolutions on the conduct by the Company of transactions (including several
associated transactions) concerning the disposal or possibility of disposal of property which constitutes fixed
assets, intangible assets, construction-in-progress assets not used for the purposes of production, transmission,
dispatch or distribution of electricity or heat in such instances (amounts) as specified in the individual resolutions
of the Board of Directors of the Company;
- approval of the Registrar of the Company and the terms and conditions of the agreement with the
Registrar; termination of such agreement;
- election (appointment) of the Director General of the Company and early termination of his/her
authority;
- adoption of resolutions on the purchase of treasury shares in the Company as provided for by law and
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