Procedures for convening and submitting of items to be put on agenda of annual and extraordinary General meetings of shareholders of the Company are regulated by articles 11-15 the Charter of “Kubanenergo”, JSC and Regulations on procedure for preparing and holding General meeting of shareholders of “Kubanenergo”, JSC approved by the decision of annual General meeting of shareholders of the Company (Minutes No.23 dated June 06, 2008).
Annual General meeting of shareholders of the Company shall be held in the form of joint presence of shareholders (representatives of shareholders) not earlier than in two months and no later than in six months after the financial year termination for consideration of the agenda items and taking decisions on the issues put to a vote. The decisions on the convening of and preparation for the holding of an annual general meeting of shareholders shall be taken by the Board of Directors of the Company.
At annual General meeting of shareholders the issues of election of Board of Directors, Auditing Committee, approval of the Company`s Auditor, approval of annual report of the Company, annual accounting statements including the profit and loss statement (profit and loss accounts) of the Company, as well as distribution of profit (including the payment (declaration) of dividends with the exception of profit distributed as dividends according to the results of the first quarter, six months, nine months of the financial year) and losses of the Company according to the results of the financial year, presented by Board of Directors of the Company shall be decided.
Notice on holding General meeting of shareholders shall be submitted (or handed over) to each person specified in the list of persons entitled to participate in General meeting of shareholders, shall be published by the Company in “Kubanskiye Novosti” and “Sovetskaya Adygeya” newspapers, placed on the Company’s Internet website no later than 30 (thirty) days prior to the date of its holding.
In case if a person registered in the register of the Company’s shareholders is a nominal shareholder, notice on holding General meeting of shareholders shall be submitted to the address of a nominal shareholder, unless another postal address to which a notice on holding General meeting of shareholders is to be submitted is specified in the list of persons entitled to participate in General meeting of shareholders.
Questionnaires for voting on the agenda shall be sent by the registered post to the address specified in the list of the persons who are entitled to participation in the general shareholders meeting, or shall be handed over against signature to each person specified in the list of persons who are entitled to participation in General meeting of shareholders not later than 20 (twenty) days prior to the date of holding the General meeting of shareholders.
Information (data) on the agenda items of General meeting of shareholders within 20 (twenty) days, and in case of holding of General meeting of shareholders, the agenda of which contains an item on reforming of the Company - within 30 (thirty) days before holding of General meeting of shareholders shall be available to persons entitled to participate in General meeting of shareholders in the building of the Company executive body and other places, the addresses of which are specified in the notice on holding of General meeting of shareholders. The specified information (materials) on agenda items of General meeting of shareholders should be accessible to the persons who take part in General meeting of shareholders during the meeting.
Decision of General meeting of shareholders can be taken without holding a meeting (by means of joint presence of shareholders for consideration of the agenda items and taking decisions on the issues put to a vote), by means of absentee voting (through questionnaires). Voting on the issues on agenda of General meeting of shareholders held in the form of absentee voting shall be carried out only through voting questionnaires.
Notice on holding of General meeting of shareholders by absentee voting shall be submitted (or handed over) to each person on the list of persons entitled to participate in General meeting of shareholders, published by the Company in the “Kubanskiye Novosti” and “Sovetskaya Adygeya” newspapers and placed on the Internet website of the Company not later than 30 (thirty) days prior to the date of termination of questionnaires reception.
Questionnaires for voting on the agenda items shall be submitted by the registered mail to the address specified in the list of the persons who are entitled to participation in the General meeting of shareholders, or shall be handed over against signature to the person specified in the list of persons who are entitled to participation in the General meeting of shareholders not later than 20 (twenty) days prior to the date of termination of questionnaires reception by the Company.
Putting proposals on the agenda of annual General meeting of shareholders of the Company. The shareholders (shareholder) of the Company who are in aggregate owners of at least 2 (two) percent of the Company voting shares are entitled to propose items for the agenda of annual General meeting of shareholders and to nominate candidates for Board of Directors and Auditing Committee of the Company, the number of which cannot exceed the quantitative structure of the corresponding body. Such proposals shall be submitted to the Company no later than 60 (sixty) days after termination of the financial year.
The proposal on inclusion of items in the agenda of General meeting of shareholders and the proposal on nomination of candidates shall be brought in writing with indication of the name of the shareholders (shareholder) who presented them, quantity and category (type) of shares belonging to them and shall be signed by the shareholders (shareholder).
The proposal moving items in the agenda of General meeting of shareholders should contain the wording of each proposed item, and the proposal on nomination of candidates - name and data of the document proving the identity (series and (or) number of the document, date and place of its issuing, the body which issued the document) of each proposed candidate, the name of body he/she is nominated to.
Extraordinary General meeting of shareholders of the Company shall be held under the decision of Board of Directors of the Company on the basis of its own initiative, the proposal of Auditing Committee of the Company, Auditor of the Company, and also the shareholder (shareholders) who is owner of at least 10 (ten) percent of the Company's voting shares as of the date of presentation of the proposal.
Such General meeting of shareholders shall be held within 40 (forty) days after the proposal on holding an extraordinary General meeting of shareholders of the Company has been presented, except for the case stipulated by item 14.9 the Charter.
The proposal on holding an extraordinary General meeting of shareholders of the Company shall contain the issues to be put on the agenda of the meeting.
Board of Directors of the Company shall not be entitled to make changes to the wording of the items of the agenda, wording of decisions on such items and to change the proposed form of holding an extraordinary General meeting of shareholders convened on demand of Auditing Committee of the Company, Auditor of the Company or the shareholders (shareholder) who are (is) owner(s) of at least 10 (ten) percent of the Company voting shares.
Should the proposal on convening of General meeting of shareholders of the Company be received from the shareholder (shareholders), it should contain the name of the shareholder (shareholders) demanding convocation of the meeting, with indication of quantity, category (type) of the Company shares belonging to them.
Proposal on convening an extraordinary General meeting of shareholders of the Company shall be signed by the person (persons) demanding convocation of the extraordinary General meeting of shareholders of the Company.
Within 5 (five) days from the date of presentation of the proposal of Auditing Committee of the Company, Auditor of the Company or the shareholder (shareholders) who is (are) owner(s) of at least 10 (ten) percent of the Company voting shares, on convening an extraordinary General meeting of shareholders of the Company, the decision on convening an extraordinary General meeting of shareholders of the Company or on refusal of its convening shall be taken by Board of Directors of the Company.
The decision of Board of Directors of the Company on convening an extraordinary General meeting of shareholders of the Company or the reasoned decision on refusal of its convening shall be submitted to the persons demanding its convening, no later than 3 (three) days from the moment of its taking.
Should the suggested agenda of an extraordinary General meeting of shareholders contain the issue on election of members of Board of Directors of the Company, a shareholder (shareholders) of the Company owing in aggregate no less than 2 percent of the Company’s voting shares, shall be entitled to nominate candidates for election to Board of Directors of the Company, the number of which shall not exceed the number of members of Board of Directors of the Company.
Such proposals shall be submitted to the Company no later than 30 (thirty) days prior to the date of holding an extraordinary General meeting of shareholders.
Board of Directors of the Company shall be obliged to consider the submitted proposals and to take decisions on putting them on the agenda of an extraordinary General meeting of shareholders or on refusal to put them on the stated agenda within 5 (five) days.
Notice on holding an extraordinary General meeting of shareholders, the agenda of which contains the issue on election of members of Board of Directors of the company shall be drawn up no later than 70 (seventy) days prior to its holding.


