This is for Public Joint-Stock Company Inter RAO UES (hereinafter also referred to as PJSC Inter RAO or the Company) to notify you that the annual General Meeting of the Company Shareholders (hereinafter also referred to as the Meeting) shall be held on May 20, 2019 in the form of a meeting (joint attendance) with the following agenda:
- Approval of the Company's Annual Report.
- Approval of the annual accounting (financial) statements of the Company.
- Distribution of the profit (including the payment (declaration) of dividends) and the loss of PJSС Inter RAO based on the results of the 2018 accounting year.
- Approval of the Company's revised Articles of Association.
- Approval of the revised Regulation on the Company's General Shareholders Meeting.
- Approval of a revised version of the Regulation on the Board of Directors of the Company.
- Approval of a revised version of the Regulation on the Payment of Remuneration and Compensation to the Members of the Board of Directors of the Company.
- Approval of a revised version of the Regulation on the Management Board of the Company.
- Payment of remuneration to the members of the Board of Directors of the Company.
- Payment of remuneration to the members of the Revision Commission of the Company.
- Election of members to the Board of Directors of the Company.
- Election of members to the Revision Commission of the Company.
- Approval of the Company’s auditor.
- Participation of the Company in financial and industrial groups, associations, and other alliances of commercial organizations.
The aforesaid items have been included in the agenda of the Meeting by the proposal of the Board of Directors. Nominees to the Board of Directors have been included as suggested by the Company's shareholders: JSC ROSNEFTEGAZ, PJSC FGC UES and CJSC Lider, as well as by the proposal of the Board of Directors. Nominees to the Audit Commission have been included as suggested by the above shareholders.
The Meeting starts at 10:00 am (Moscow time).
The Meeting’s venue: 2 Europe Square, Radisson Slavyanskaya Hotel, Conference room, Moscow, Russia.
Registration of the persons participating in the Meeting is to be held on May 20th, 2019, starting at 8:00 am (Moscow time). Registration will be held at the Meeting’s venue.
In order to take part in the Meeting, a shareholder or his representative shall have a passport or other identification document, and the shareholder's representative shall also have a power of attorney (in the form attached) issued in accordance with the procedure established by the laws of the Russian Federation, or other documents certifying his authority.
The owners of the Company's ordinary registered shares are entitled to vote on all the agenda items of the annual General Meeting of Shareholders, except for the limitations established by the legislation.
Date of the determination (recording) of the persons entitled to participate in the Meeting – April 26, 2019.
How to get to the Meeting's venue:
The persons entitled to participate in the annual General Meeting of the Company's Shareholders may review the information (materials) provided in preparation for the Meeting during the period from April 29, 2019 to May 20, 2019, except for weekends and holidays, from 10:00 am to 5:00 pm at the following addresses:
- 23 Pravdy Str., Unit 10, Moscow, Russian Federation, JSC VTB Registrar;
- 27 Bolshaya Pirogovskaya Street, bldg. 2, Moscow, 119435, Russian Federation, PJSC Inter RAO,
and starting from April 19, 2019, on the Company's website at: https://www.interrao.ru, at the shareholder personal account on the Registrar's website: https://www.vtbreg.ru and in the Quorum mobile app.
The said information shall be available for the review of the participants of the annual Shareholders General Meeting of the Company at the place of its conduct on May 20, 2019 from the moment of the start of the registration of the participants of the Company’s AGM up to its closure.
In preparation for the Meeting, the Company will maintain telephone channels (a hot line) for communication with the shareholders: +7 (495) 710-89-83; 8(800)700-03-70. There is also a special e-mail address established for communication with the Company's shareholders: firstname.lastname@example.org and a web-forum on the agenda items of the meeting on the Company's website at:
Completed voting ballots may be sent to the following addresses:
- 27 Bolshaya Pirogovskaya Street, bldg. 2, Moscow, 119435, Russian Federation, PJSC Inter RAO;
- JSC VTB Registrar, p/o box 54, Moscow, 127137.
The persons entitled to participate in the Meeting (the "Shareholders") are given the opportunity to vote at the Meeting by completing an electronic form of the voting ballot on the website of the Joint-Stock Company VTB Registrar (the "Registrar") in their personal accounts at https://www.vtbreg.ru.
The shareholders wishing to exercise their voting rights at the Meeting through the electronic form of the ballot should get access (if there is none) to the Shareholder's Personal Account. To do that, they should either personally approach any of the registrar's offices, as listed on the registrar's website at: https://www.vtbreg.ru/feedback/company/regional/ and sign the relevant application or use the remote registration. The procedure for accessing the Shareholder's Personal Account is described on the registrar's website: https://www.vtbreg.ru/shareholder/lka/.
An electronic ballot form may be completed both during the early voting (no later than two days before the date of the General Meeting of Shareholders) and in course of the Shareholders General Meeting.
The shareholder registered at the Shareholder's Personal Account receives electronic notices of the progress of the early voting, and in case the shareholder missed the early voting – a notice with an invitation for registration and completion of the electronic ballot form during the Meeting.
The additional resource where the electronic ballot may be completed: free mobile app Quorum at iOS and Android developed by JSC VTB Registrar . The Quorum mobile app is accessed using the same data that are used to log into the Shareholder's Personal Account.
Support on the electronic voting: +7 (495) 640-1-112, email@example.com.
Persons exercising their rights under the securities, provided that their rights for the securities are accounted by a nominal holder, foreign nominal holder, foreign institution entitled under its governing law to account and transfer rights for the securities, may also take part in the Meeting and exercise their voting rights in the manner established by Article 8.9 of the Federal Law On the Securities Market, by electronic means via the depository accounting system, if their nominal holders offer such a service.
In determining a quorum and counting the votes at the annual General Meeting of the Company Shareholders, only the votes in the voting ballots received or completed in electronic form no later than two days before the date of the annual General Meeting of Shareholders will be counted.
PJSC Inter RAO Board of Directors