AGM 2009
2009 Annual General Shareholders Meeting
(June 8, 2009 Moscow, Russia)
Agenda
Item 1. “Approval of the Annual Report, the Annual Financial (Accounting) Statements, and the distribution of earnings (including payment of dividends) and losses for the financial year ended 31.12.2008”
Item 2. “Election of Board of Directors”
Item 3. “Election of Audit Commission”
Item 4. “Approval of External Auditor”
Item 5. “Adoption of the new edition of the Company Charter”
Item 6. “Adoption of internal documents regulating the Company bodies: Regulation on the General Shareholder’s Meeting, Regulation on the Board of Directors, Regulation on the General Director, Regulation on the Management Board”
Item 7. “On the remuneration and reimbursements to the members of the Company’s Board of Directors”
Item 8. “On the approval of electricity and capacity purchase and sales contracts between JSC “OGK-6” and JSC “TGK-1” as related-party transactions which may be concluded in future as JSC “OGK-6” standard operating activity”
Item 9. “On the approval of contracts between JSC “OGK-6” and “GPB” (OJSC) as related-party transactions which may be concluded in future as JSC “OGK-6” standard operating activity”
Item 10. “On the approval of contracts between JSC “OGK-6” and ZAO “Gazenergoprombank” as related-party transactions which may be concluded in future as JSC “OGK-6” standard operating activity”
Item 11. “On the approval of the liability insurance policy of JSC “OGK-6”, members of the JSC “OGK-6” governing bodies as related-party transaction”
Draft Decisions
Draft decision on Item 1 “Approval of the Annual Report, the Annual Financial (Accounting) Statements, and the distribution of earnings (including payment of dividends) and losses for the financial year ended 31.12.2008”:
1. To approve the JSC “OGK-6” Annual Report for 2008.
2. To approve the JSC “OGK-6” Annual Financial (Accounting) Statements for 2008 including Profits&Losses Report.
3. To approve the following distribution of JSC “OGK-6” profits and losses of 2008 financial year.
|
|
(thousand RUR) |
|
Undistributed earnings( losses) of the reported period : |
479 954 |
|
Including: |
|
|
Reserve Fund |
40 248 |
|
Dividends |
0 |
|
Investment projects |
439 706 |
|
Savings |
0 |
|
Note: |
|
|
Net profit( losses) of the reported period |
804 954 |
|
Including interim dividends paid |
325 000 |
4. Not to pay dividends to holders of JSC “OGK-6”ordinary shares for 2008
Draft decision on Item 2 “Election of Board of Directors”:
To elect the Board of Directors composed of the following members:
|
¹ |
Candidates names |
|
1 |
Boris Felixovich Vainzikher |
|
2 |
Anatoliy Anatolievich Gavrilenko |
|
3 |
Maria Konstantinovna Zavrieva |
|
4 |
Alexander Vladimirovich Ilyenko |
|
5 |
Alexei Alexandrovich Mityushov |
|
6 |
Denis Vladimirovich Fedorov |
|
7 |
Evgenia Vilorievna Fisher |
|
8 |
Mikhail Leonidovich Khodurskiy |
|
9 |
Damir Akhatovich Shavaleev |
|
10 |
Pavel Olegovich Shatskiy |
|
11 |
Sergei Victorovich Yatsenko |
|
12 |
Mikhail Yurievich Tuzov |
|
13 |
Vladimir Yuryevich Dobrov |
|
14 |
Maria Gennadievna Tikhonova |
|
15 |
Sergei Victorovich Yashechkin |
|
16 |
Vadim Stanislavovich Belyaev |
Draft decision on Item 3 “Election of Audit Commission”:
To elect the Audit Commission composed of the following members:
|
¹ |
Candidates names |
|
1 |
Bulgakova Marina Vladilenovna |
|
2 |
Irina Nikolaevna Zakharova |
|
3 |
Evgeniy Nikolaevich Zemlyanoy |
|
4 |
Margarita Ivanovna Mironova |
|
5 |
Lyudmila Nikolaevna Naryshkina |
|
6 |
Marina Alekseevna Lelekova |
|
7 |
Vladimir Valentinovich Zalegin |
Draft decision on Item 4 “Approval of External Auditor”:
To approve ZAO “KPMG” as the company’s Auditor.
Draft decision on Item 5 “Adoption of the new edition of the Company Charter”:
To adopt the new edition of the JSC “OGK-6” Charter.
Draft decision on Item 6 “Adoption of internal documents regulating the Company bodies: Regulation on the General Shareholder’s Meeting, Regulation on the Board of Directors, Regulation on the General Director, Regulation on the Management Board”:
1. To adopt the Regulation on the General Shareholder’s Meeting.
2. To adopt the Regulation on the Board of Directors.
3. To adopt the Regulation on the General Director.
4. To adopt the Regulation on the Management Board.
Draft decision on Item 7 “On the remuneration and reimbursements to the members of the Company’s Board of Directors”:
1. To abrogate starting from 11.06.2008 the Regulation on the procedure of remuneration and reimbursements to the members of the JSC “OGK-6” Board of Directors, adopted be the General Shareholder’s Meeting on 11.06.2008.
2. To adopt the new edition of the Regulation on the procedure of remuneration and reimbursements to the members of the JSC “OGK-6” Board of Directors and to put in force starting from 11.06.2008.
Draft decision on Item 8 “On the approval of electricity and capacity purchase and sales contracts between JSC “OGK-6” and JSC “TGK-1” as related-party transactions which may be concluded in future as JSC “OGK-6” standard operating activity”:
To approve the following related-party transactions, which may be concluded in future as standard operating activity.
1. Bilateral exchange traded contracts on electricity and capacity concluded between JSC “OGK-6” (as a vendor) and JSC “TGK-1” (as a purchaser) not exceeding 100 000 000 (one hundred million) rubles.
2. Bilateral exchange traded contracts on electricity and capacity concluded between JSC “OGK-6” (as a purchaser) and JSC “TGK-1” (as a vendor) not exceeding 674 000 000 (six hundred seventy four million) rubles.
Draft decision on Item 9 “On the approval of contracts between JSC “OGK-6” and “GPB” (OJSC) as related-party transactions which may be concluded in future as JSC “OGK-6” standard operating activity”:
- To approve loan contracts between JSC “OGK-6” (as a borrower) and “GPB” (OJSC) (as a lender)on provision of credit resources for working capital and investment projects implementation of JSC “OGK-6” at the interest rate not exceeding the borrowing costs limit set by the JSC “OGK-6” Board of Directors with a 30 000 000 000 (thirty billion) rubles loan cap subject to a one-time loan of “GPB” (OJSC) to JSC “OGK-6” not exceeding 5 000 000 000 (five billion) rubles.
- To approve contracts between JSC “OGK-6” (as a client) and “GPB” (OJSC) (as a bank)on maintaining a minimal account balance with total interest not exceeding 41 000 000 (forty one million) rubles or its equivalent in foreign currency.
- To approve contracts between JSC “OGK-6” (as a client) and “GPB” (OJSC) (as a bank) on depositing JSC “OGK-6” available funds with each contract not exceeding 1 000 000 000 (one billion) rubles or its equivalent in foreign currency, and with a total cash limit of deposits not exceeding 21 040 000 000 (twenty one billion forty million) rubles or its equivalent in foreign currency including bank interest paid.
- To approve contracts between JSC “OGK-6” (as a client) and “GPB” (OJSC) (as a bank)on purchase or sales of foreign currency at the bank’s transaction date exchange rate with each contract not exceeding 100 000 000 (one hundred million) US dollars or its equivalent in rubles or other currency.
Draft decision on Item 10 “On the approval of contracts between JSC “OGK-6” and ZAO “Gazenergoprombank” as related-party transactions which may be concluded in future as JSC “OGK-6” standard operating activity”:
1. To approve loan contracts between JSC “OGK-6” (as a borrower) and ZAO “Gazenergoprombank” (as a lender)for providing credit resources for working capital and investment projects implementation of JSC “OGK-6” at the interest rate not exceeding the borrowing costs limit set by the JSC “OGK-6” Board of Directors with a 30 000 000 000 (thirty billion) rubles loan cap subject to a one-time loan of ZAO “Gazenergoprombank” to JSC “OGK-6” not exceeding 5 000 000 000 (five billion) rubles.
- To approve contracts between JSC “OGK-6” (as a client) and ZAO “Gazenergoprombank” (as a bank)on depositing JSC “OGK-6” available funds with each contract not exceeding 1 000 000 000 (one billion) rubles or its equivalent in foreign currency, and with a total cash limit of deposits not exceeding 21 040 000 000 (twenty one billion forty million) rubles or its equivalent in foreign currency including bank interest paid.
Draft decision on Item 11 “On the approval of the liability insurance policy of JSC “OGK-6”, members of the JSC “OGK-6” governing bodies as related-party transaction”:
- To set the price upon OJSC “SOGAZ” liability insurance policy (insurance premium) of JSC “OGK-6”, members of the JSC “OGK-6” Board of Directors and Management Board at 3 600 000 ( three million six hundred) rubles.
- To approve the liability insurance policy of JSC “OGK-6”, members of the JSC “OGK-6” Board of Directors and the Management Board as the related party transaction.
Parties to the transaction:
Insurer – OJSC “SOGAZ”
Policyholder – JSC “OGK-6”
Insured:
JSC “OGK-6”
Members of the Board of Directors
Members of the Management Board
Object of the insurance policy:
Civil liability insurance of the insured against liabilities arising from losses caused to third parties resulted from negligent and unintentional actions (or inactions) of the insured.
Insurance benefit:
300 000 000 rubles (on each and every insured accident of each and every policyholder including JSC “OGK-6” liabilities on securities and defence).
Insurance premium:
3 600 000 rubles
Insurance policy period:
One calendar year starting from the policy commencement date with a prolongation clause.
Retroactive date:
One calendar year before the policy entrance date.
Revelation period:
30 days for acting policyholders and 6 years for retired JSC “OGK-6” policyholders.
