Board of Directors of OGK-6 Adopted Decisions
OREANDA-NEWS. April 27, 2011. 1. The Board of Directors of OJSC OGK-6 at its meeting of April 25, 2011, adopted the following decisions:
To define the date of holding Annual General Shareholders’ Meeting - June 21th, 2011. The meeting will be held in the form of joint presence at 14:00 am (the registration will start at 10:00 am) at the address:
2. To suggest to AGSM to approve dividend distribution for the ordinary shares of the Company based on the results of
3. To include on the annual General Shareholders’ Meeting agenda the approval of the OGK-6’s reorganization by way of acceding to OGK-2, including the approval of the Accession Agreement and Transfer Act.
To adopt the above mentioned decision in the following form:
(a) To reorganize OGK-6 by way of acceding to OGK-2 on the conditions, covered by the Accession Agreement of OGK-6 to OGK-2 (hereinafter – Accession Agreement) with transfer to OGK -2 of all property and obligations (the rights and duties) of OGK -6 and the termination of OGK-6 activity.
(b) To approve the Accession Agreement
(c) To approve the Transfer Act
(d) To define the following terms and conditions of the shares conversion:
- at the accessing of OGK-6 to OGK-2 the OGK-6’s shares are converted in the OGK-2 additional shares placed by the way of conversion. Thus in 1 (one) OGK-2 uncertificated registered ordinary share with the nominal value of 0,3627 (zero point three thousand six hundred twenty seven) RUR per share 1,2141(one point two thousand one hundred forty one) OGK-6 uncertificated registered ordinary shares with the nominal value of 0,48(zero point forty eight) RUR per share are converted.
In the case of OGK-6’s shareholder has the fractional amount of the shares, in the process of the determining of the calculated amount of the OGK-2’s shares which the OGK-6’s shareholder should receive, this fractional part is subject to a rounding off by the following rule:
(a) If the digit following after the comma is from 5 to 9 inclusive, a unit shall be added to an integer, and the numbers following after a comma shall not be considered;
(b) If the digit following after the comma is from 0 to 4 inclusive, only the integer shall be taken into account in calculation, and the numbers following after a comma shall not be considered;
(c) If as a result of a rounding no share shall be due to the shareholder, one share of OGK-2 shall be given to that shareholder.
OGK-6 shares that own to OGK-2 and OGK-6 must be matured at the process of Accession.
(d) To determine that OGK-2 within three working days from the date of decision for the reorganization informs the authority which carries out the legal entity’s State Registration on the beginning of the OGK-2 and OGK-6 reorganization procedure. After making an entry to the Unified State Register of Legal Entities connecting with the beginning of the OGK-2 and OGK-6 reorganization procedure, OGK-2 publishes the Notification on Reorganization twice on its own behalf and on behalf of OGK-6 with regularity once a month in special mass media.
4. To approve the price at which OGK-6’s shares will be redeemed from the holders of the voting shares of OGK-6 who are entitled to redeem their shares in full or in part: 1,40 (one point forty) RUR. Such price was determined by the independent appraiser (the report № OЦ-2011-20/02 from March 30, 2011 on the basis of the OGK-6’s shares market price.
5. To approve the following agenda for the Annual General Shareholders’ Meeting:
1. Approval of the Annual report, Annual accounting statement, including profit and loss statement (profit and loss accounts), based on the results of the 2010 fiscal year.
2. Distribution of the profit (dividends have been included) and loss of the Company based on the results of the 2010 fiscal year.
3. Election of the members of the Company’s Board of Directors.
4. Election of the members of the Company’s Auditing committee.
5. Approval of the Company’s auditor for 2010.
6. Approval of the remuneration to the members of the Company’s Board of Directors.
7. Approval of the OGK-6’s reorganization by the way of acceding to OGK-2 including the Accession Agreement and the Transfer Act approval.
8. Approval of the interested-party transaction between the OGK-6 and “Gazprombank” JSC .
9. Approval of the interested-party transaction on the OGK-6 public liability insurance, Board of Directors and Management board’s members public liability insurance.
To approve the Annual General Shareholders’ Meeting Notification.
To define the following order of the OGK-6’s shareholder notification for the holding of the Annual General Shareholders’ Meeting: Annual General Shareholders’ Meeting Notification should be published in “Izvestiya” newspaper and on the OGK-6 official web-site: http://www.ogk6.ru/ on or prior to May, 20 2011.
To define the date of the bulletin’s sending by registered letters or delivering by hand to the persons having the right to participate in the Annual General Shareholders’ Meeting for voting at the OGK-6’s Annual General Shareholders’ Meeting– on or prior to May, 31, 2011.
To define that completed voting bulletins must be sent to the following address: 119526,
To define that the votes presented by the voting bulletins, received by the Company on or prior to June, 20, 2011 are considered in the quorum.
Not to accept the decision on definition of type (types) of the preferred shares, owners of which possesses voting right concerning the agenda of the AGSM, since the OGK-6 doesn’t have preferred shares.
To define the information (materials) that must be presented to persons, having the right to participate in the AGSM of the Company as following:
(a) extract from minutes of the meeting of the Board of Directors on the AGSM convocation with the decision on determining the price at which OGK-6’s shares will be redeemed from the holders of the voting shares of OGK-6 who are entitled to redeem their shares in full or in part, including the price of redemption;
(b) cost estimate of the net assets of the Company according to the accounting report for the last completed reporting period – as on the March 31st , 2011;
(c) copy of the independent appraiser’s report (CJSC “Otsenka-consulting”) № OЦ-2011-20/02 from March 30, 2011 on definition of market cost of one OGK-6 ordinary registered uncertificated share for ransom purposes;
(d) rationale of terms and reorganization order in the form of merger of OGK-6 to OGK-2";
(e) copy of the Accession Agreement of OGK-6 to OGK-2;
(f) copy of the Transfer Act
(g) draft decisions on the agenda of the AGSM
(h) the Board of Directors suggestions concerning the Company’s reorganization;
(i) the Board of Directors recommendations on the approval of the annual report, the annual accounting reporting, including the report on profits and losses of OGK-6 for 2010;
(j) the Board of Directors recommendations on the profit (dividends have been include) and distribution of OGK-6 based on the results of 2010 fiscal year;
(k) the Board of Directors suggestion on approval of auditor of OGK-6;
(l) the Board of Directors recommendations on approval of interested party transactions
(m) Annual accounting statement for 2010 year including the audit report based on the results of Annual accounting statement for 2010 revision
(n) the Internal Audit Commission conclusion based on the results of the Annual accounting statement for 2010 year revision of the Company
(o) the Annual report of OGK-6 for 2010 year;
(p) the Internal Audit Commission conclusion on reliability of the data contained in the Annual report of the Company for 2010;
(q) the OGK-6 Annual reports and Annual accounting statements for 2008 and 2009 years copies
(r) the OGK-2 Annual reports and Annual accounting statements of for 2008 and 2009 years copies
(s) the OGK-6 Quarter accounting statement for the 1 quarter 2011 copy
(t) the OGK-2 Quarter accounting statement for the 1 quarter 2011 copy
(u) the Audit Committee of the Board of Directors estimation of the audit report based on the results of revision of the Annual accounting statement for 2010
(v) the OGK-6 Board of Directors candidates data including the information on presence or absence of the written consent of the candidate who have been put forward for election to the Board of Directors of the Company
(w) the OGK-6 Internal Audit Commission candidates data including the information on presence or absence of the written consent of the candidate who have been put forward for election to the Internal Audit Commission of the Company
(x) the OGK-6 auditor candidature data
(y) information on shareholders’ agreements entered in by the Company during the year prior to the date of the AGSM holding
To define, that materials of the agenda of the AGSM will be available during the period from 5/22/2011 to 6/20/2011, except for days off and holidays from 10-00 till 17-00 to the address:
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as well as on the 6/21/2011 on a venue of the AGSM of the Company, and from the 5/22/2011 on the OGK-6 official web-site: www.ogk6.ru/.
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