Quarterly report public Joint Stock Company rosseti issuer Code: 55385-E
Information About Each Category (Type) of the Issuer’s Shares
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8.2. Information About Each Category (Type) of the Issuer’s SharesCategory of shares: ordinary shares Par value per share (rubles): 1 Quantity of outstanding shares (quantity of shares which were neither redeemed nor canceled): 161,078,853,310 Quantity of additional shares that can be placed or are in the process of being placed (quantity of shares of the additional issue that received state registration but, in relation to which, the additional issue report did not receive state registration or the notice of the additional issue results was not given if, in accordance with the Federal Law “On the Securities Market,” the additional issue report is not subject to state registration): 42,796,991,468 Quantity of authorized shares: 57,234,889,930 Quantity of shares made available to (recorded on the balance sheet) of the issuer: 0 Quantity of additional shares which may be offered as a result of conversion of outstanding securities convertible into shares or performing obligations related to the issuer’s options: 0
Rights of owners of these shares: Each ordinary share of the Company shall have the same par value and provide its holder with the same scope of rights. In accordance with paragraph 5.2 of Article 5 of the Articles of Association of the Company, any holders of the Company’s ordinary shares shall have the following rights: • take part in the Company’s General Meeting of Shareholders with a right to vote on all issues falling within its competence in person or by proxy; • dispose of the shares that they hold without the consent of the other shareholders or the Company; • receive a portion of the net profit (dividends) to be distributed among shareholders in accordance with the procedure provided for in the laws of the Russian Federation and the Company’s Articles of Association; • access the Company’s documents in accordance with the procedure provided for in the laws of the Russian Federation and the Company’s Articles of Association; • request that the Company buy back all or some of the shares that they hold where specified by the laws of the Russian Federation; • enjoy the preemptive right if the Company makes a public placement of additional shares or issue-grade securities convertible into shares in proportion to the quantity of shares of that category (type) that they hold where specified by the laws of the Russian Federation; • receive some of the Company’s property (liquidation value) in accordance with the procedure provided for in the laws of the Russian Federation and the Company’s Articles of Association; • appeal decisions of the Company’s management bodies if such decisions have civil law consequences in the cases and in accordance with the procedure provided for in the laws of the Russian Federation; • demand indemnification for losses incurred by the Company; • contest transactions completed by the Company for reasons provided for in the laws of the Russian Federation and demand that the consequences of their invalidity be applied and that the consequences of the invalidity of the Company’s void transactions be applied; • enter into an agreement for the exercise of corporate rights (corporate agreement) with other shareholders and with the Company’s creditors and other third parties; • exercise other rights specified by the laws of the Russian Federation, the Articles of Association, and decisions adopted by the General Meeting of Shareholders within its competence. Any holders of the Company’s ordinary shares shall have the following obligations: • participate in creating the Company’s property in the necessary amount in accordance with the procedure, in the manner, and within the period provided for in the laws of the Russian Federation or the Company’s Articles of Association; • keep undisclosed any confidential information about the Company’s activities; • participate in making the decisions without which the Company cannot continue with its activities under the law if shareholders’ participation is necessary for making such decisions; • forbear from any act that is deliberately aimed at causing harm to the Company; • forbear from any act (omission to act) that makes it substantially difficult or impossible to achieve the goals of the Company’s establishment; • notify the Company that a corporate agreement has been entered into. Conversion of ordinary shares into preference shares, bonds or any other securities shall not be permitted. The Company’s shareholders shall have the preemptive right to acquire publicly placed additional shares of the Company and issue-grade securities convertible into the Company’s shares in proportion to the number of their shares of that category (type). The Company’s shareholders who vote against or do not participate in the voting on any private placement of the Company’s shares or issue-grade securities convertible into the Company’s shares shall have the preemptive right to acquire additional shares and issue-grade securities convertible into the Company’s shares and placed privately in proportion to the number of their shares of that category (type). The said right shall not apply to the private placement of shares and other issue-grade securities convertible into shares among the existing shareholders only if the shareholders may acquire a whole number of such shares or any other issue-grade securities convertible into shares in proportion to the number of their shares of the relevant category (type). In the event that the Company is liquidated, the Company’s property remaining after the creditors’ claims are met shall be used for payments in the following order of priority: first, payments for shares which shall be bought back pursuant to Article 75 of the Federal Law “On Joint-Stock Companies”; second, payment of accrued and unpaid dividends on preference shares and the liquidation value payable in relation to preference shares as specified in the Articles of Association of the Company; third, distribution of the property among ordinary share holders and holders of all types of preference shares. Other information specified by the issuer at its discretion about the shares: On October 27, 2015, the Bank of Russia registered an additional issue of PJSC ROSSETI (registration number: 1-01-55385-E). Type of securities: uncertificated registered ordinary shares. Quantity of additionally issued securities: 42,796,991,468. As of the last date of the reporting quarter, the notice of the additional securities issue results was not given to the registration agency; therefore, this Quarterly Report specifies information that does not include any placed shares of the additional issue. Category of shares: preference shares Type of shares: Par value per share (rubles): 1 Quantity of outstanding shares (quantity of shares which were neither redeemed nor canceled): 2,075,149,384 Quantity of additional shares that can be placed or are in the process of being placed (quantity of shares of the additional issue that received state registration but, in relation to which, the additional issue report did not receive state registration or the notice of the additional issue results was not given if, in accordance with the Federal Law “On the Securities Market,” the additional issue report is not subject to state registration): 0 Quantity of authorized shares: 0 Quantity of shares made available to (recorded on the balance sheet) of the issuer: 0 Quantity of additional shares which may be offered as a result of conversion of outstanding securities convertible into shares or performing obligations related to the issuer’s options: 0
Rights of owners of these shares: Each preference share of the Company shall have the same par value and provide its holder with the same scope of rights. In accordance with paragraph 5.3 of Article 5 of the Company’s Articles of Association, preference share holders shall be entitled to a fixed annual dividend. The total amount to be paid as a dividend on each preference share shall be equal to ten (10) percent of the Company’s net profit for the financial year divided by the number of shares constituting twenty-five (25) percent of the Company’s authorized capital. If the amount of dividends payable by the Company on each ordinary share in a certain year exceeds the amount payable as a dividend on each preference share, the size of the dividend payable on the latter shall be increased to the size of the dividend payable on ordinary shares. Dividends shall be paid to preference share holders annually within the time periods specified in the Articles of Association and, additionally, on the date of dividend payment for ordinary shares if the size of the dividend on preference shares shall be increased to the size of the dividend payable on ordinary shares. The Company shall not have the right to pay dividends on ordinary shares before it pays dividends on preference shares. Preference share holders shall be entitled to attend General Meetings of Shareholders with a right to vote on all issues falling within its competence, starting from the meeting following the Annual General Meeting of Shareholders which, for any reason, does not decide to pay dividends or decides to pay partial dividends on preference shares. Preference share holders’ right to attend General Meetings of Shareholders shall terminate from the date of the first full payment of dividends on such shares. Preference share holders shall attend the Company’s General Meeting of Shareholders with a right to vote on issues pertaining to the Company’s reorganization and liquidation. Preference share holders shall acquire a right to vote when the Company’s General Meeting of Shareholders discusses amendments to the Company’s Articles of Association restricting the rights of holders of preference shares of such type and providing holders of preference shares of other types with advantages in terms of dividend payment priority and/or liquidation value of shares. Any decision on such amendments shall be deemed adopted if supported by at least three-fourths of votes held by the voting share holders attending the General Meeting of Shareholders, except for the votes of preference share holders, and three-fourths of votes held by all preference share holders. Preference share holders owning a certain type of preference share shall acquire a right to vote when the Company’s General Meeting of Shareholders discusses an application for the delisting of such type of preference share. Any decision on such issues shall be deemed adopted if supported by at least three-fourths of votes held by the voting share holders attending the General Meeting of Shareholders, except for the votes of preference share holders owning such type of preference share, and three-fourths of votes held by all preference share holders owning such type of preference share. The Company’s shareholders shall have the preemptive right to acquire publicly placed additional shares of the Company and issue-grade securities convertible into the Company’s shares in proportion to the number of their shares of that category (type). The Company’s shareholders who vote against or do not participate in the voting on any private placement of the Company’s shares or issue-grade securities convertible into the Company’s shares shall have the preemptive right to acquire additional shares and issue-grade securities convertible into the Company’s shares and placed privately in proportion to the number of their shares of that category (type). The said right shall not apply to the private placement of shares and other issue-grade securities convertible into shares among the existing shareholders only if the shareholders may acquire a whole number of such shares or any other issue-grade securities convertible into shares in proportion to the number of their shares of the relevant category (type). In the event that the Company is liquidated, the Company’s property remaining after the creditors’ claims are met shall be used for payments in the following order of priority: first, payments for shares which shall be bought back pursuant to Article 75 of the Federal Law “On Joint-Stock Companies”; second, payment of accrued and unpaid dividends on preference shares and the liquidation value payable in relation to preference shares as specified in the Articles of Association of the Company; third, distribution of the property among ordinary share holders and holders of all types of preference shares. Other information specified by the issuer at its discretion about the shares:
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