Extraordinary General Meeting of Shareholders September 19, 2019

Notice on holding the Extraordinary General Shareholders Meeting of the Public Joint Stock Company Territorial Generating Company No. 1 (TGC-1)

Registered office: 16 Dobrolyubova Pr., Build. 2A, Room 54N, St. Petersburg, 197198

DEAR SHAREHOLDER

The Board of Directors of PJSC TGC-1 notifies you of holding the Extraordinary General Shareholders Meeting (the Meeting) on 19 September 2019.

It shall be held in the form of a meeting (joint attendance of shareholders to discuss agenda items and adopt resolutions on issues put to vote, with preliminary submission (delivery) of voting ballots prior to the Meeting of TGC-1).

Place of the Meeting: 16, bld. 2, lit. A, floor 6, Dobrolyubova ave., Conference Hall, TGC-1, Arena Hall business centre, St. Petersburg.

Time of the Meeting: 2 p.m. local time.

Date and start time of registration of the Meeting participants: 19 September 2019
from
1 p.m.

Date of determination (making the list) of persons entitled to participate in the Meeting:
30 July 2019 (at the close of business).

Mailing address for submitting the filled-in ballot papers: P. O. Box 101, St. Petersburg, 197110.

Participants of the Meeting (hereinafter, the shareholders) shall be entitled to vote at the Meeting by filling in electronic forms of the voting ballots (hereinafter, the e-ballots) on the JSC DRAGA website (hereinafter, the registrar) in the Internet information and telecommunication network, section Shareholders => Electronic Services => Voting, or available at: https://draga.ru/akcioneram/jelektronnye-servisy/golosovanie/ 

Shareholders wishing to exercise their right to vote at the Meeting shall have access to the Shareholder's Personal Account service through the registrar's website. The access procedure is available at: https://draga.ru/akcioneram/jelektronnye-servisy/lichnyj-kabinet-akcionera/

Shareholders of TGC-1's ordinary shares shall have the right to vote on all agenda items (State Registration Number: 1-01-03388-D of 17 May 2005, ISIN: RU000A0JNUD0).

Agenda of the General Shareholders Meeting.

  1. Early termination of powers of members of the Company's Board of Directors.
  2. Election of members to the Company's Board of Directors.
  3. Early termination of powers of members of the Company's Audit Commission.
  4. Approval of the Company's amended Articles of Association.
  5. Approval of the amended internal documents regulating activities of the Company's bodies.
  6. Cancellation of the Provision on the Company's Audit Commission.
  7. Cancellation of the Regulation on Remuneration and Reimbursement to Members of the Company's Audit Commission.
  8. Company's participation in the association.

Information (materials) to be provided to persons entitled to participate in the Meeting during the preparation for the Meeting, information on the written consent of the candidates nominated for election to the relevant body of TGC-1 can be found from29 August 2019 to 18 September 2019, except for weekends and public holidays from 9.00 a.m. to 4.00 p.m. local time at the address: 16, bld 2, letter A, 2nd floor, room 645, Dobrolyubova av., Arena Hall business centre, TGC-1, St. Petersburg.

The above information (materials) will also be available to the participants during the Meeting.

The information (materials) will also be posted on the TGC-1 website at www.tgc1.ru not later than twenty (20) days prior to the Meeting.

If the person registered in the Company's Shareholders Register is a nominal shareholder, the notice of the Meeting and the information (materials) to be provided to the participants during the preparation period shall be provided in accordance with the securities laws of the Russian Federation in terms of providing information and materials to persons exercising their rights in respect of securities.

TGC-1 shareholders, holding at least 2% of the Company's voting shares, are entitled to propose a candidate for TGC-1 Board of Directors by 19 August 2019. The proposals should be sent by:

  • mail or a delivery service to the following address of the TGC-1 Sole Executive Body: 16, bld. 2, lit. A, room 54H, Dobrolyubova ave., (Arena Hall business centre, TGC-1), St. Petersburg, 197198.
  • handing it upon signature by the individual who is the TGC-1 Sole Executive Body, the Chairman of the Company's Board of Directors, the Secretary of the TGC-1 Board of Directors (Corporate Secretary) or another person authorised for receiving the Company's written correspondence.

Shareholders (a shareholder), who are not registered in the Company's Shareholders Register, are entitled to propose candidates by giving related instructions to the person who takes into consideration their rights to the shares. Such instructions are given in accordance with the Law of the Russian Federation on Securities.

Documentation required for registration of a participant for the EXTRAORDINARY General Shareholders Meeting:

An individual  shall have a passport or other ID in accordance with the current legislation (if a passport was changed, the new passport hall have a stamp with the details of the previous passport, or a certificate from the authorized state body, issuing the passport, with the details of both new and previous passports):

  • An authorised representative of an individual shall have an ID and a power of attorney issued in accordance with the requirements of Article 57 of the Federal Law on Joint Stock Companies;
  • A legal representative of an individual shall have an ID and documents confirming statutory powers.

An authorised representative of a legal entity shall have an ID and documents confirming his right to act on behalf of the legal entity without or with a POA, issued in accordance with the requirements
 of the Federal Law No. 57 "On Joint Stock Companies".

An authorised representative of a foreign citizen (an individual or a legal entity) shall have an ID and a POA with the APOSTILLE in accordance with the Hague Convention of 1961, or legalised in accordance with the established procedure.

 Documents certifying the powers of successors and representatives of persons included in the list of participants (their copies certified as prescribed by Russian legislation) shall be attached to the voting ballots sent by these persons or submitted to the Counting Commission.

Please note:

Shareholders (their authorised representatives) willing to attend the Meeting in person shall undergo mandatory registration in the Counting Commission.

Shareholders attending the Meeting shall appear for registration with voting ballots received by mail, or hand them out to representatives authorised by such shareholders to participate and vote in the Meeting.

Should you have any questions, please call: +7 (812) 688-35-94, 688-35-93                                                                              

The Board of Directors of TGC-1


Dear shareholder,

In accordance with the requirements of cl. 16, Art. 8.2 of Federal Law No. 39-FZ on the Securities Market of 22 April 1996, Art. 6.1 and sub-cl. 1, 14, Art. 7 of Federal Law No. 115-FZ on Combating Legalisation (Laundering) of Proceeds from Crime and Financing of Terrorism of 7 August 2001, a person registered in the Company's Shareholders Register shall duly inform the registrar or the nominal holder of changing their data (for individuals: Full name, passport details, registered address as stated in the passport; for legal entities: Name, OGRN, TIN, location as stated in the articles of association, full name of CEO). 

To verify/update personal data, please contact the registration office: Registrar (JSC DRAGA) or the Depositary. Due amendments significantly simplify shareholders' transactions in the register, participation in general meetings and dividends receipt.

When applying to the registrar, information is updated on the basis of current Questionnaires and Census Papers (the forms are posted on the registrar's website at www.draga.ru). 

If a shareholder fails to provide information on their data changes, the Company and the registrar shall not be liable for any losses incurred in this regard, including due to the non-receipt of dividends in the set time or claims from tax authorities.

Registrar