The agenda contained the issues related to the approval of the Annual Report of the Company; the approval of annual accounting statements of the Company; the approval of the Company’s profit distribution; the amount, period, and form of dividend payment; the election of members of the Company’s Board of Directors; the election of members of the Company’s Internal Audit Commission; the approval of the Company’s Auditor; the approval of agreements that are related party transactions; the payment of remuneration to members of the Board of Directors other than those who hold public office; and the transfer of the powers of the Company’s sole executive body to a management organization.
Based on the results of considering the issues put to a vote, the shareholders adopted the following decisions:
The shareholders approved the Annual Report of the Company; annual accounting statements, including the profit and loss statement (profit and loss account), of the Company; and the Company’s profit distribution. The shareholders decided to pay dividends on JSC IDGC Holding’s preference shares out of undistributed profits of prior years in the amount of 0.07 ruble per preference share in the Company and approved the liability insurance contract for directors and officers for the period from December 12, 2011, to and including December 11, 2012, between JSC IDGC Holding and SOGAZ INSURANCE and the agreement for the acquisition of additional ordinary shares in Kubanenergo, which are related party transactions.
The liability insurance contract for directors and officers for the insurance period from December 12, 2012, to and including December 11, 2013, which is a related party transaction, did not receive approval from the shareholders of JSC IDGC Holding.
The Annual General Meeting of Shareholders elected the following members of the Company’s Board of Directors:
1. Seppo Juha Remes
2. Denis Vladimirovich Fedorov
3. Georgy Valentinovich Boos
4. Pavel Olegovich Shatsky
5. Nikolay Nikolayevich Shvets
6. Vladimir Vitalyevich Tatsiy
7. Vyacheslav Mikhailovich Kravchenko
8. Sergey Vladimirovich Serebryannikov
9. Viktor Vasilyevich Kudryavy
10. Pavel Andreyevich Borodin
11. Elena Borisovna Titova
12. Thomas Martin Hendel
13. Andrey Removich Bokarev
14. Sergey Renatovich Borisov
15. Boris Gennadyevich Zingarevich
The following persons were elected to the Internal Audit Commission of JSC IDGC Holding:
1. Anna Valeryevna Drokova
2. Valeria Dmitryevna Kuvaeva
3. Oleg Anatolyevich Oreshkin
4. Sergey Aleksandrovich Pakhomov
5. Pavel Viktorovich Shpilevoy
ZAO KPMG was approved as the Auditor of JSC IDGC Holding to audit its accounting statements for 2012 prepared in accordance with Russian Accounting Standards.
The shareholders decided to transfer the powers of the Company’s sole executive body to a management organization, namely Open Joint-Stock Company Federal Grid Company of Unified Energy System (JSC FGC UES).
In addition, the shareholders resolved to pay remuneration for serving on the Company’s Board of Directors to members of the Company’s Board of Directors other than those who hold public office in the amount specified in the Regulations for Remuneration and Compensation for Members of the Board of Directors of JSC IDGC Holding approved by the decision adopted by the Annual General Meeting of Shareholders of JSC IDGC Holding on June 23, 2010 (the Minutes of June 25, 2010).
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