The Extraordinary General Meeting of Shareholders of OJSC “Bashkirenergo” took place on June 27, 2012. Decision on company’s reorganization in the form of a spin-off resulting in the establishment of two companies: generating company called Open Joint-Stock Company “Bashenergoactiv” (JSC “Bashenergoactiv”), and power grid company called Joint Stock Company «Bashkirian Power Grid Company» (JSC “BPGC”) was adopted on the meeting.

The Extraordinary General Meeting of Shareholders of OJSC “Bashkirenergo” made a decision on company’s reorganization by its splitting into JSC “Bashenergoactiv” and JSC “BPGC”. As a result of reorganization all property, rights and duties of OJSC “Bashkirenergo” will be transferred to JSC “Bashenergoactiv” and JSC “BPGC” in accordance with the dividing balance sheet.

With regards to JSC “BPGC” it was decided to form its authorized capital at the expense of authorized capital of OJSC “Bashkirenergo” amounting to RUB 546,364,242.5 and comprised of 1,042,667,488 ordinary registered uncertified shares with the face value RUB 0.5 each and 50,060,997 type A preferred registered uncertified shares with the face value RUB 0.5 each.

It was also decided to form the authorized capital of JSC “Bashenergoactiv” at the expense of authorized capital of OJSC “Bashkirenergo” amounting to RUB 546,364,242.5 and comprised of 1,042,667,488 ordinary registered uncertified shares with the face value RUB 0.5 each and 50,060,997 type A preferred registered uncertified shares with the face value RUB 0.5 each.

The shareholder meeting determined the order of distribution, conversion ratio and rounding policy with regards to calculating number of ordinary and preferred shares of JSC “Bashenergoactiv” and JSC “BPGC” owned by shareholders. In accordance with the established order JSC “INTER RAO UES” will not receive JSC “BPGC” shares, its shares will be converted only into the JSC “Bashenergoactiv” shares. The JSFC Sistema Group shareholders are not getting any of the JSC “Bashenergoactiv” shares, all their shares will be converted into JSC “BPGC” shares. The rest of OJSC “Bashkirenergo” shareholders are to receive the amount of shares at JSC “BPGC” and JSC “Bashenergoactiv” equaling to the total amount of shares they owned at the time of the conversion.

The General Meeting of Shareholders made a decision on further reorganization of JSC “Bashenergoactiv” by its merge with Open Joint Stock Company “INTER RAO UES” in accordance with merger agreement which was also approved by the shareholder meeting. Furthermore ordinary and type A preferred shares of JSC “Bashenergoactiv” are to be converted into additional ordinary registered uncertified shares of JSC “INTER RAO UES”. Shareholders determined that 0.0016588785046729 of an ordinary share of JSC “Bashenergoactiv” with the face value RUB 0.5 shall be converted into one ordinary share of JSC “INTER RAO UES” with the face value of RUB 0.02809767 and 0.00218293620292083 type A preferred share of JSC “Bashenergoactiv” with the face value RUB 0.5 shall be converted into one ordinary share of JSC “INTER RAO UES” with the face value of RUB 0.02809767. Thus, shares of JSC “Bashenergoactiv” shall be converted into shares of JSC “INTER RAO UES” with the following correlation: one ordinary share of JSC “Bashenergoactiv” shall be converted into 602.8 shares of JSC “INTER RAO UES” and one type A preferred share of JSC “Bashenergoactiv” shall be converted into 458.1 ordinary shares of JSC “INTER RAO UES”.

Andrey Makarov, the General Director of OJSC “Bashkirenergo”, commented the results of the General Meeting of Shareholders and noted that necessity of company’s reorganization was conditioned by the legal requirements: the Federal law forbids affiliated entities carrying out activity in the same price zone of the wholesale electricity and capacity market to do both power transmission and power production. “Shareholders of OJSC “Bashkirenergo” finally reached a consensus which will ensure legitimate conditions for activity of enterprises of the region’s power system. I am sure – he said, - that power system of Bashkortostan will remain one of the most reliable in Russia while activity of power engineers working in separate entities will be as efficient as if they worked within the holding”.

More detailed information on adopted decisions as well as materials to the Extraordinary General Meeting of Shareholders of OJSC “Bashkirenergo” are available by the following link: https://www.bashkirenergo.ru.