Open Joint-Stock Company INTER RAO UES (hereinafter referred to as the JSC INTER RAO UES, the Company) would like to inform you about the Extraordinary General Meeting of Shareholders of the Company to be held on August 31, 2011 (hereinafter referred to as the Meeting) in the form of a meeting (joint presence) with the following agenda:
1. On early termination of powers of members of the Board of Directors.
2. On election of members of the Board of Directors.
Record date of list of persons entitled to attend Meeting - June 24, 2011.
Venue of the Meeting: Russian Federation, 123610, Moscow, Krasnopresnenskaya Naberezhnaya 12 (World Trade Center), Entrance 4, 2nd floor, the Amphitheater Hall.
Start time of the Meeting -10:00 AM, Moscow time.
Registration of persons attending the Meeting shall be provided on August 31, 2011 starting from 8:00 AM, Moscow Time. Registration shall be provided at the venue of the Meeting.
Persons entitled to attend the Meeting may familiarize themselves with information (materials) provided in preparation of the Meeting during the period since August 10, 2011 till August 31, 2011 on weekdays from 10:00 am to 05:00 PM, Moscow time, at the following addresses:
- Russian Federation, 123610, Moscow, Krasnopresnenskaya Naberezhnaya 12, Entrance 7, JSC INTER RAO UES;
- Russian Federation, Moscow, 18 Stromynka street, bldg. 13, JSC Registrar R.O.S.T.,
as well as at the Company's website on the Internet: www.interrao.ru.
This information shall also be available for familiarization to the Meeting participants at the venue of the Meeting on August 31, 2011 from the start of registration of the Meeting participants till its closing.
Completed ballots may be forwarded to the following addresses:
- Russian Federation, 123610, Moscow, Krasnopresnenskaya Naberezhnaya 12, Entrance 7, INTER RAO UES;
- Russian Federation, 107996 Moscow, 18 Stromynka str., PO Box 9 (JSC Registrar R.O.S.T.);
For the purposes of quorum determination and vote counting at the Extraordinary General Meeting of Shareholders of the Company, voting ballots received not later than two days before the date of the General Meeting of Shareholders of the Company will be considered.
Shareholder(s) of the Company, who jointly hold at least 2 (Two) percent of the voting shares of the Company shall be entitled to propose candidates for election to the Board of Directors of the Company; the number of candidates may not exceed the number of the Board of Directors.
Said proposals shall be given in writing, specifying the following:
- Full name of the shareholder (s) submitting proposals;
- number and category (type) of shares owned by them;
- name and identification document data (reference number, date and place of issue, issuing authority) of every candidate nominated to the Board of Directors.
According to the paragraph 4.3 of "Regulations on Preparation and Holding of the General Meeting of Shareholders of Open Joint-Stock Company INTER RAO UES" approved by the Annual General Meeting of Shareholders on 25.06.2010 (Minutes No. 5 dated 25.06.2010), it is recommended to specify the following information about nominated candidates in the proposal for nomination of candidates to the Board of Directors of the Company:
- Place of residence (state, city);
- Professional occupation;
- Primary employment;
- Information on labor experience for five years prior to nomination date;
- Information on Company and subsidiary and dependent companies shareholding (quantity of shares);
- Whether the nominated candidate is a member of the Board of Directors, a member of Collegial Executive Body or other Collegial Management Body of another legal entity;
- Whether the nominated candidate is a party to the obligations of the Company, in accordance with the terms and conditions of which the candidate may acquire property (receive funds), the value of which equals to ten percent or more of the gross annual income of the candidate, except for remuneration for his participation in the activities of the Board of Directors of the Company;
- Whether the nominated candidate is a representative of a state.
It is recommended to attach written consents of nominated candidates for election to the Board of Directors of the Company to the proposal on nomination of candidates to the Board of Directors of the Company
Candidates nomination proposals shall be signed by shareholder (s).
The foresaid proposals shall be submitted to the Company not less than 30 (Thirty) days prior to the date of the Extraordinary General Meeting of shareholders of the Company.
Board of Directors of JSC INTER RAO UES
Materials for the meeting:
- Information on nominations to the Board of Directors of JSC “INTER RAO UES” and availability of consent for election;
- Draft resolutions on the agenda items of the Extraordinary General Meeting of Shareholders ;
- Explanatory note to agenda points # 1 -2 of the Extraordinary General Meeting of Shareholders;
- Form of a candidate to the Board of Directors.