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MINUTES of the Extraordinary General Meeting of Shareholders

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a fraction, <strong>the</strong> fractional part <strong>of</strong> <strong>the</strong> quantity <strong>of</strong> shares shall be rounded <strong>of</strong>f in accordance with <strong>the</strong><br />

following rule:<br />

- if <strong>the</strong> period is followed by any number from 5 to 9, one shall be added to <strong>the</strong> integer and<br />

any numbers following <strong>the</strong> period shall be ignored;<br />

- if <strong>the</strong> period is followed by any number from 0 to 4, only <strong>the</strong> integer shall be taken into<br />

consideration and any numbers following <strong>the</strong> period shall be ignored;<br />

- if as a result <strong>of</strong> round-<strong>of</strong>f no shares are receivable by any shareholder, such shareholder<br />

shall receive one share in OAO OGK-3.<br />

In case <strong>of</strong> issue <strong>of</strong> additional ordinary shares in OAO OGK-3 <strong>the</strong> number <strong>of</strong> ordinary shares in<br />

OAO OGK-3 from among <strong>the</strong> shares placed at <strong>the</strong> disposal <strong>of</strong> and/or repurchased and/or acquired<br />

by OAO OGK-3 receivable by any shareholder <strong>of</strong> JSC OGK-3 Holding shall be a part <strong>of</strong> <strong>the</strong><br />

integer determined by multiplying <strong>the</strong> number <strong>of</strong> ordinary shares in OAO OGK-3 receivable by<br />

such shareholder in accordance with sub-paragraph one <strong>of</strong> this paragraph (after round-<strong>of</strong>f) by <strong>the</strong><br />

ratio <strong>of</strong> <strong>the</strong> total number <strong>of</strong> ordinary shares in OAO OGK-3 placed at <strong>the</strong> disposal <strong>of</strong> OAO OGK-<br />

3 during a takeover <strong>of</strong> JSC OGK-3 Holding and/or repurchased and/or acquired by OAO OGK-3<br />

to <strong>the</strong> total number <strong>of</strong> ordinary shares in OAO OGK-3 necessary to convert into <strong>the</strong>m all ordinary<br />

and preference shares in JSC OGK-3 Holding. The number <strong>of</strong> ordinary shares in OAO OGK-3<br />

from among <strong>the</strong> additional shares receivable by any shareholder <strong>of</strong> JSC OGK-3 Holding shall be<br />

determined as <strong>the</strong> difference between <strong>the</strong> number <strong>of</strong> ordinary shares in OAO OGK-3 receivable<br />

by such shareholder in accordance with sub-paragraph one <strong>of</strong> this paragraph (after round-<strong>of</strong>f) and<br />

<strong>the</strong> number <strong>of</strong> shares in OAO OGK-3 from among <strong>the</strong> shares placed at <strong>the</strong> disposal <strong>of</strong> and/or<br />

repurchased and/or acquired by OAO OGK-3 receivable by such shareholder.<br />

4.5. The shares in JSC OGK-3 Holding shall be recognized as converted into ordinary shares in<br />

OAO OGK-3 on <strong>the</strong> day on which an entry is made into <strong>the</strong> Unified State Register <strong>of</strong> Legal<br />

Entities about <strong>the</strong> termination <strong>of</strong> operation <strong>of</strong> JSC OGK-3 Holding based on data from <strong>the</strong> JSC<br />

OGK-3 Holding Shareholder Register on <strong>the</strong> above-mentioned date.<br />

4.6. The shares in JSC OGK-3 Holding to be converted shall be canceled upon conversion.<br />

5. Yakov Moiseyevich Urinson, Deputy Chairman <strong>of</strong> <strong>the</strong> Management Board <strong>of</strong> RAO UES <strong>of</strong><br />

Russia, shall be appointed as <strong>the</strong> person holding <strong>the</strong> right to sign <strong>the</strong> agreement for takeover <strong>of</strong><br />

JSC OGK-3 Holding by OAO OGK-3 approved by this resolution on behalf <strong>of</strong> JSC OGK-3<br />

Holding.<br />

Number <strong>of</strong> votes held by <strong>the</strong> persons included in <strong>the</strong> list <strong>of</strong> persons 43,116,903,368<br />

entitled to participate in <strong>the</strong> general meeting<br />

Number <strong>of</strong> votes held by <strong>the</strong> persons that participated in <strong>the</strong> 33,396,122,096<br />

general meeting for this issue on <strong>the</strong> general meeting agenda<br />

Number <strong>of</strong> votes cast for each voting option<br />

quorum was reached<br />

For 31,750,235,095 95.0716%<br />

Against 835,243,789 2.5010%<br />

Abstained 119,518,498 0.3579%<br />

The resolution was adopted.<br />

For issue 37:<br />

1. JSC OGK-4 Holding to be established through <strong>the</strong> reorganization <strong>of</strong> RAO UES <strong>of</strong> Russia shall<br />

be reorganized through its takeover by OAO OGK-4 (OGRN: 1058602056985) as provided for<br />

by this resolution and <strong>the</strong> agreement for takeover <strong>of</strong> JSC OGK-4 Holding by OAO OGK-4.<br />

2. The agreement for takeover <strong>of</strong> JSC OGK-4 Holding by OAO OGK-4 (Appendix 34) shall be<br />

approved.<br />

3. It shall be specified that <strong>the</strong> separation balance sheet <strong>of</strong> RAO UES <strong>of</strong> Russia containing <strong>the</strong><br />

provisions on <strong>the</strong> appointment <strong>of</strong> JSC OGK-4 Holding as <strong>the</strong> legal successor to RAO UES <strong>of</strong><br />

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