Geography
exporussia2025

Press Release About Decisions Adopted by the Issuer’s Management Bodies

08.04.2013
On April 5, 2013, the Board of Directors of Joint Stock Company Russian Grids (“Company”) held a meeting.

The Board of Directors adopted several decisions aiming to implement Decree of the President of the Russian Federation No. 1567 of November 22, 2012, “On Joint Stock Company Russian Grids.” Specifically, the Board of Directors addressed the issues connected with preparing and holding the Extraordinary General Meeting of Shareholders of the Company on May 6, 2013, with the agenda approved by the Board of Directors on March 29, 2013, and including the following items:

  1. Determination of the quantity, par value, category (type) of the Company’s authorized shares and rights attaching thereto.
  2. Approval of amendments and supplements to the Articles of Association of the Company.
  3. Increase in the authorized capital of the Company by means of the placement of additional shares.
  4. Approval of the Agreement for the Procedure for Controlling and Voting Shares in JSC FGC UES, which is a related party transaction.
  5. Early termination of the powers of the management organization, JSC FGC UES.

The Board of Directors also approved ballots for voting on the agenda items of the EGM and, in accordance with Article 77 of the Federal Law “On Joint-Stock Companies,” determined the offering price of additional ordinary shares in the Company as 2.79 rubles per share.

As resolved by the Board of Directors, it is proposed that the Extraordinary General Meeting of Shareholders decide to increase the Company’s authorized capital by means of the placement of 161,066,440,775 additional ordinary shares, with the option to pay for the Company’s additional ordinary shares both in cash and with shares in JSC FGC UES at 0.2836 rubles per share in JSC FGC UES.

The Board of Directors familiarized itself with the Fairness Opinions on the Share Swap Ratio prepared by Morgan Stanley and VTB Capital with respect to shares in JSC FGC UES to be exchanged for shares in the Company.

Additionally, it is proposed that the General Meeting of Shareholders approve the Agreement for the Procedure for Controlling and Voting Shares in JSC FGC UES, which is a related party transaction, and decide on the early termination of the powers of the Company’s management organization, JSC FGC UES.

As specified in the proposed draft decisions, the agreement will become effective as of the date when the Company acquires the right to hold shares in JSC FGC UES. It is also proposed that the termination of the powers of the management organization take effect as of the date when the contribution (transfer of the ownership) of federally owned shares in JSC FGC UES takes place as payment for the additional shares placed by Joint Stock Company Russian Grids in connection with the increase in its authorized capital.

Back to the list