Questions and Answers About the Share Issue

Why and how is the offering price determined?

In accordance with Articles 36 and 37 of the Federal Law "On Joint-Stock Companies," payment for the Company's additional shares placed through subscription is made at the price determined by the Board of Directors but not lower than their par value.

The offering price of the additional ordinary shares in JSC IDGC Holding was determined when the Company's Board of Directors decided on October 15, 2012 (Minutes No. 98). The offering price of one additional share is two 2 rubles sixteen 16 kopecks per one additional uncertificated registered ordinary share.

Since the shares in JSC IDGC Holding are traded on Russian trading floors and included on quotation lists, the offering price of each share was determined on the basis of the weighted average price of transactions closed in the process of MICEX Stock Exchange trading in relation to ordinary shares in JSC IDGC Holding for a period of 3 months ending three business days prior to the date of the meeting held by the Board of Directors of JSC IDGC Holding to determine the offering price, namely October 15, 2012. Therefore, the determined offering price corresponds to the market averages for the period from August 09, 2012 to October 08, 2012.

What is the share placement period?

In accordance with the registered Decision on the Additional Securities Issue, the placement begins on the fifteenth day (15) day after the date when an announcement is published about the state registration of this additional issue of securities and about the procedure for providing access to information contained in the securities prospectus in an information source up updated on a real basis and provided by the news agency. The announcement was published on December 03, 2012. Therefore, the start date for the placement of shares is December 18, 2012.

The date when an announcement was published is December 07, 2012. The preemptive right to acquire shares must be exercised within 45 days after the notice thereof. Accordingly, the deadline for exercising the preemptive right is January 21, 2013.

Offers to acquire shares after the deadline for exercising the preemptive right may be submitted within 5 business days after the latest of the following: the publication of the Invitation to Offer through the newswire, or the posting of the Invitation to Offer on the Internet at http://www.holding-mrsk.ru/investors/emission/ and http://www.e-disclosure.ru/portal/company.aspx?id=13806(hereinafter referred to as the "Offer Collection Deadline").

The end date for the placement of shares is the earlier of:
1) the seventy-fifth (75th) day from the Placement Start Date - March 04, 2013;
2) the date when the last additionally issued share is placed.

Do I have the preemptive right?

In accordance with Article 40 of the Federal Law "On Joint-Stock Companies," the preemptive right to acquire the Company's ordinary shares is granted to any shareholder included on the list made based on the data contained in the Company's shareholder register as of October 08, 2012 (date of the list of the persons entitled to participate in the Extraordinary General Meeting of Shareholders of the Issuer that decided to increase the authorized capital of the Company by means of the placement of additional shares). To make sure that you are included on the list of the persons having the preemptive right, you are advised to contact the Company's registrar: ZAO STATUS, Russia, 109544, Moscow, ul. Novorogozhskaya, 32, str. 1, telephone: +7 (495) 974-87-40.

The persons exercising the preemptive right to acquire the Company's placed ordinary shares are entitled to exercise their preemptive right in full or in part in the quantity proportional to the quantity of the Company's ordinary shares that they hold.

How can I exercise the preemptive right?

Any person having the preemptive right to acquire additional shares is entitled to exercise the preemptive right in full or in part by submitting to the Company a written application to acquire such shares. The application should be accompanied by a document confirming the payment for placed shares. Payment for shares should be made in cash in Russian rubles by bank transfer into the Issuer's settlement account.

The persons having the preemptive right to acquire placed securities should submit the applications within the Preemptive Right Period, which is 45 days after the Notice of the Exercisability of the Preemptive Right is published. The Notice was published on December 7, 2012.

Accordingly, the Preemptive Right Period is from December 07, 2012, to and including January 21, 2013.

The recommended form of the application is posted on the Company's website and was published in the Izvestia newspaper on December 7, 2012.

The applications may be delivered from 10:00 a.m. to 3:00 p.m. (Moscow time) daily except Saturdays, Sundays, and public holidays to ZAO STATUS at: Russia, 109544, Moscow, ul. Novorogozhskaya, 32, str. 1, or to JSC IDGC Holding at: Russia, 107996, Moscow, GSP-6, Ulansky pereulok, 26, str. 1.

The applications may be sent by mail to ZAO STATUS at: Russia, 109544, Moscow, ul. Novorogozhskaya, 32, str. 1, or to JSC IDGC Holding at: Russia, 107996, Moscow, GSP-6, Ulansky pereulok, 26, str. 1.

The procedure for determining the quantity of shares that may be acquired through exercising the preemptive right, payment terms, bank account details, and other information are specified in the Notice of the Exercisability of the Preemptive Right and in the Decision on the Additional Securities Issue and the Securities Prospectus posted on the JSC IDGC Holding's website.

Issue documents are available on the Company's website and may be obtained: from ZAO STATUS at: Moscow, ul. Novorogozhskaya, 32, str. 1, or from JSC IDGC Holding at: Moscow, Ulansky pereulok, 26, str. 1.

How many shares can I acquire by virtue of the exercise of the preemptive right?

In accordance with Article 40 of the Federal Law "On Joint-Stock Companies," any shareholder may (provided that such shareholder is included on the list of the persons having the preemptive right to acquire shares as of October 08, 2012) acquire the Company's ordinary shares in the quantity proportional to the quantity of the ordinary shares that such shareholder holds.

In accordance with paragraph 8.5 of the Decision on the Additional Securities Issue, the maximum quantity of the additional shares that you may acquire is calculated in accordance with the following formula:

X = Y * (16,885,114,442/ 47,871,694,416), where

X is the maximum quantity of additional shares of this additional issue that may be acquired by the person having the preemptive right to acquire placed securities;

Y is the quantity of the Issuer's registered ordinary shares held by the person having the preemptive right to acquire placed securities as of October 08, 2012 (date of the list of the persons included on the list of the persons entitled to participate in the General Meeting of Shareholders in relation to the issue of the approved decision on the placement of additional shares);

sixteen billion eight hundred eighty-five million one hundred fourteen thousand four hundred forty-two (16,885,114,442) is the quantity of the Shares placed by the Issuer in accordance with the Decision on the Additional Securities Issue;

forty-seven billion eight hundred seventy-one million six hundred ninety-four thousand four hundred sixteen (47,871,694,416) is the quantity of the Issuer's previously placed registered ordinary shares.

If the calculation of the quantity of placed additional shares that may be acquired by any person having the preemptive right to acquire shares by virtue of such person's preemptive right results in a fractional number, then such person is entitled to acquire the portion of a placed additional share (fractional share) corresponding to the fractional part of the calculated number.

Any fractional share vests in the shareholder owning such share the rights attaching to the relevant category of shares within the scope equal to the portion of a whole share constituted by such fractional share.

Fractional shares are traded on a par with whole shares.

In the register maintenance system, fractional shares accounted for in registered persons' personal accounts are not subject to rounding up or down to the nearest whole share.

Please note that the law permits you to acquire fractional shares through exercising the preemptive right, however, a fractional share does not materially affect the quantity of votes held by you at the General Meeting of Shareholders, nor does it materially increase the amount of any dividends payable to you (if any dividends become payable to the shareholders), disposal of a fractional share is complicated and may require your extra expenses and efforts that are usually incomparable with the benefits of owning a fractional share. Therefore, acquisition of a whole quantity of shares may be more preferable for you.

I am not a shareholder of JSC IDGC Holding but I want to acquire its shares. How can I do that?

Pursuant to paragraph 8.3 of the Decision on the Additional Securities Issue, the placement of shares through exercising the preemptive right is followed by the placement of JSC IDGC Holding's additional shares in accordance with the procedure described below.

Not later than 5 days after the date of the registration of the exercised preemptive right to acquire additional shares, the Company publishes through the newswire and post on the Internet at http://www.holding-mrsk.ru/investors/emission/ and http://www.e-disclosure.ru/portal/company.aspx?id=13806 an invitation for the general public to submit bids (offers) with respect to the acquisition of placed securities (hereinafter also, the "Invitation to Offer").

The Offers may be submitted to the Issuer within five (5) business days after the later of the following acts done by the Issuer: the publication of the Invitation to Offer through the newswire or the posting of the Invitation to Offer on the Internet at http://www.holding-mrsk.ru/investors/emission/ and http://www.e-disclosure.ru/portal/company.aspx?id=13806".

Any potential acquirer of placed securities (hereinafter also, the "Acquirer") may deliver the Offer from 10:00 a.m. to 3:00 p.m. (Moscow time) daily except Saturdays, Sundays, and public holidays to ZAO STATUS at: Russia, 109544, Moscow, ul. Novorogozhskaya, 32, str. 1.

A list of information that should be specified in the offer is contained in the Decision on the Additional Securities Issue and the Securities Prospectus posted on the Company's website.

The offer should be accompanied:
  • in the case of a corporate entity, by a notarized copy of constitutive documents and documents certifying the authority of the person empowered to act on behalf of the corporate entity without a power of attorney;
  • if the person submitting the offer is required by law to acquire the quantity of shares specified in the offer with the prior consent of the antimonopoly authority, by a copy of the antimonopoly authority's consent thereto;
  • if the person submitting the offer is required by law to acquire the quantity of shares specified in the offer with the prior consent of the acquirer's authorized management body (board of directors or general meeting of shareholders), by a copy of the resolution to approve the transaction related to the acquisition of placed securities.
The offer should be signed by the acquirer (or by the acquirer's authorized person, provided that the offer is accompanied by the original or a notarized copy of the duly issued power of attorney or any other document confirming the representative's authority) and should, in the case of a corporate entity, bear the corporate seal (if any).

The Acquirer receiving the Issuer's reply that the Offer is accepted (acceptance) shall pay in full for acquired shares at least three (3) business days prior to the Placement Deadline (hereinafter also, the "Securities Payment Deadline").

The reply that the Offer is accepted (acceptance) shall be delivered to the Acquirer in person or the Acquirer's authorized representative, or sent to the email address and/or fax number specified in the Offer not later than three (3) business days following the day when the Issuer decides to accept the Offer.

The decision to accept the Offer (on acceptance) may be made by the Issuer not later than five (5) business days after the Offer Collection Deadline ("Acceptance Deadline").

The reply that the Offer is accepted (acceptance) shall be sent to the persons selected by the Issuer at its sole discretion from among the persons submitting such Offers that are in accordance with the requirements set forth in the Decision on the Additional Securities Issue and the Securities Prospectus.

When can transactions be conducted with respect to any acquired additional ordinary shares in the Company?

In accordance with Article 27.6 of the Federal Law "On the Securities Market," no additionally issued shares in the Company may be traded until the state registration of the report on the additional issue. The Company publishes information about the state registration of the report on the additional issue through the newswire and post on the Internet at http://www.holding-mrsk.ru/investors/emission/ and http://www.e-disclosure.ru/portal/company.aspx?id=13806