BALLOT PAPER No. 1. (Full name.; Company name)

Transcription

1 BALLOT PAPER No. 1 for agenda items No. 1, 2, 5, 6, 7, 8 of the Annual General s' Meeting page 1 / 4 in set 1. Wording of resolutions Approve the 2015 Annual Report of the Company, the Company Annual Financial Statements for 2015, the 2015 Financial Performance Report of the Company Approve profit (loss) distribution of the Company in 2015 fiscal year as follows: (RUB thousand) Retained profit (loss) in the reporting period: 2,676,053 Distribute for: Reserve fund 133,803 Accumulation fund 1,605,631 Dividends 936,619 Past losses payment - 2. Pay dividends on ordinary shares of the Company at the year-end 2015 amounting to RUB per one ordinary share of the Company in cash 3. Define that persons entitled to receive dividends shall be selected on July 07, Period of dividend payment to nominal holder and beneficial owner as a professional participant of securities market that are registered in the shareholder register totals ten working days, whereas for other registered shareholders it totals 25 working days from the date when the persons entitled to receive dividends are selected. 5. Approve JSC BDO Unicon as the Company auditor. 6. Approve a new version of JSC TGC Articles of Association Approve a new revision of the Regulations on the Company General s' Meeting Approve a new version of the Regulations on the Company Board of Directors Approve a new version of the Regulations on the Company Revision Commission Define the total amount of additional remuneration to the members of the Board of Directors of JSC TGC-1 elected following the decision of the Annual General s' Meeting held on June 22, 2015 (hereinafter, the members of JSC TGC-1 Board of Directors) to total 0,822% of the net profit of JSC TGC-1 received at year-end 2015, defined in accordance with RAS. 2. Define that the total additional remuneration is distributed among the members of JSC TGC-1 Board of Directors equally. The remuneration to the members of JSC TGC-1 Board of Directors that have limitations when receiving remuneration as stipulated in applicable legislation and the provisions on criteria for the determination of remuneration and compensations to the members of JSC TGC-1 Board of Directors is defined by JSC TGC-1. Please choose only one voting option (cross out irrelevant options) excluding cases of voting in accordance with instructions of persons who obtained shares after the date of compilation of the List of persons entitled to participate in the General s' Meeting (hereinafter, the List for the meeting) and/or in accordance with instructions of depository securities owners. IMPORTANT! Mark the field against the voting option with the of cast for that option only in case when:

2 -there are instructions of persons who acquired shares after

3 BALLOT PAPER No. 2 for agenda item No. 3 of the Annual General s' Meeting page 3 / 4 in set Total of Wording of resolution Elect to the Board of Directors: FOR AGAINST all candidates OBTRAINED from voting for all candidates 1. Kirill Seleznyov Member of the Management Board at PJSC Gazprom, Head of the Department at PJSC Gazprom 2. Denis Fedorov General Director at Gazprom Energoholding LLC 3. Igor Shatalov First Deputy Head of Department at PJSC Gazprom 4. Pavel Shatsky First Deputy General Director at Gazprom Energoholding LLC 5. Karen Karapetyan Deputy General Director for Strategic Development at Gazprom Mezhregiongaz LLC 6. Alexey Barvinok General Director at JSC TGC-1 7. Valentin Kazachenkov General Director at CJSC Gazprom Mezhregiongaz Saint- Petersburg 8. Irina Korobkina Deputy Head of Directorate at PJSC Gazprom Alexander Rogov Head of Division Deputy Head of Directorate at PJSC Gazprom Evgeny Zemlyanoy Deputy General Director for Economics and Finance at Gazprom Energoholding LLC Sergey Fil Deputy General Director for Corporate and Legal Affairs at Gazprom Energoholding LLC Chuvaev Alexander Executive Vice President, Member of the Management Board of Fortum Corporation, President of Russia division of Fortum Corporation, General Director at JSC Fortum Parviz Abdushukurov Executive Director at JSC Uralskaya Teplosetevaya Kompaniya, Vice President for heat business of Russia division 14. Kari Kautinen Senior Vice President of Fortum Corporation, M&A 15. Yuri Yeroshin Vice President of Production Partfolio Management and Trading at JSC Fortum Please choose only one voting option (cross out irrelevant options) excluding cases of voting in accordance with instructions of persons who obtained shares after the date of compilation of the List of persons entitled to participate in the General s' Meeting (hereinafter, the List for the meeting) and/or in accordance with instructions of depository securities owners. The voting for the agenda item is a cumulative. It means that of of shareholders are multiplied by 11 ( of persons that should be elected to the Board of Directors of the Company in accordance with the Articled of Association). When voting FOR a shareholder has the right to cast all obtained in such a way ( of cumulative of shareholder is marked in the right upper corner of a ballot paper) to one candidate or distribute them between two or more candidates. A fraction of the vote after multiplication of the of by a shareholder and owner of a she fraction by a that corresponds to the of elected members of the Board of Directors may be cast only for one candidate. 11 candidates with the majority of will be considered as elected to the Board of Directors. IMPORTANT! Mark the field against the voting option with the of cast for that option only in case when: -there are instructions of persons who acquired shares after S i g n a t u r e :

4 BALLOT PAPER No. 3 for agenda item No. 4 of the Annual General s' Meeting page 3 / 4 in set Wording of resolution Elect the Revision Commission of the Company: 1. Anatoliy Kotlyar Head of Directorate at PJSC Gazprom 2. Yuri Linovitsky Head of Internal Audit Office at Gazprom Energoholding LLC, Internal Audit Project at Gazprom Personnel LLC 3. Nikita Osin Director for Economics and Finance at Gazprom Energoholding LLC 4. Marat Salekhov Deputy Head of the Department, Head of Directorate at PJSC Gazprom 5. Eduard Safiullin Head of Risk at JSC Fortum 6. Alexander Yuzifovich Deputy Head of Corporate Financing and Budgeting at Gazprom Energoholding LLC Please choose only one voting option for each candidate (cross out irrelevant options) excluding cases of voting in accordance with instructions of persons who obtained shares after the date of compilation of the List of persons entitled to participate in the General s' Meeting (hereinafter, the List for the meeting) and/or in accordance with instructions of depository securities owners. Pursuant to the Company Articles of Association, the Revision Commission comprises of five members elected, hence, the voting option FOR may be chose for five candidates, excluding cases of voting in accordance with instructions of persons who obtained shares after the date of compilation of the List of persons entitled to participate in the General s' Meeting (hereinafter, the List for the meeting) and/or in accordance with instructions of depository securities owners. IMPORTANT! Mark the field against the voting option with the of cast for that option only in case when: -there are instructions of persons who acquired shares after S i g n a t u r e :

5 BALLOT PAPER No. 4 for agenda item No. 9 of the Annual General s' Meeting page 4 / 4 in set Wording of resolutions 9. Approve in accordance with Chapter XI of the Federal Law «On Joint Stock Companies» and Article 15 of the Charter of the Company following the transaction in which there is an interest, and which may be entered into by JSC TGC-1 in the future in the process of JSC TGC-1 normal business operations: The free-trade two-party purchase and sale agreements for electricity and/or power signed as part of the wholesale energy market between JSC TGC-1 and stakeholders, and that will be implemented during normal course of JSC TGC-1 business and deemed as related-party transaction, on the following material conditions: 9.1. Buyer shall accept and pay for electricity and/or power. RUB 2,500,000,000 (two billion five hundred million rubles) JSC Fortum as the Buyer (the Seller) 9.2. The free-trade two-party purchase and sale agreements for electricity and/or power signed as part of the wholesale energy market between JSC TGC-1 and stakeholders, and that will be implemented during normal course of JSC TGC-1 business and deemed as related-party transaction, on the following material conditions: Buyer shall accept and pay for electricity and/or power. RUB 2,500,000,000 (two billion five hundred million rubles) The Buyer (the Seller) - PJSC OGK-2, PJSC Mosenergo, PJSC Inter RAO UES, JSC Tyumen Power Supply Company, JSC Mosgorenergo 9.3. The free-trade two-party purchase and sale agreements for electricity and/or power signed as part of the stock trading between JSC TGC-1 and stakeholders, and that will be implemented during normal course of JSC TGC-1 business and deemed as related-party transaction, on the following material conditions: Buyer shall accept and pay for electricity and/or power. RUB 700,000,000 (seven hundred million rubles) JSC Fortum as the Buyer(the Seller) 9.4. The free-trade two-party purchase and sale agreements for electricity and/or power signed as part of the stock trading between JSC TGC-1 and stakeholders, and that will be implemented during normal course of JSC TGC-1 business and deemed as related-party transaction, on the following material conditions: Buyer shall accept and pay for electricity and/or power. RUB 700,000,000 (seven hundred million rubles) The Buyer (the Seller) - PJSC OGK-2, PJSC Mosenergo, PJSC Inter RAO UES, JSC Tyumen Power Supply Company, JSC Mosgorenergo 9.5. The related-party transaction that shall be implemented in the future during normal course of JSC TGC-1 business between JSC TGC-1 (the Client) and JSC AB ROSSIYA (the Bank) under which the Bank provides bank guarantees and/or letter of credit to ensure performance of obligations of JSC TGC-1 with a maximum value amounting to RUB 4,500,000,000 (four billion five hundred million rubles) each under the rate of no more than 4% (four per cent) per annum inclusive The related-party transaction that shall be implemented in the future during normal course of JSC TGC-1 business between JSC TGC-1 (the Client) and JSC AB ROSSIYA (the Bank) under which JSC TGC-1 shall place free cash on deposits and/or as a minimum balance on bank accounts in rubles or foreign currency on the following material conditions: the maximum value of placement shall not exceed RUB 6,300,000,000 (six

6 billion three hundred million rubles) or the equivalent in the foreign currency at the FX rate of the Central Bank of the Russian Federation on the day of transaction; placement period is up to five years from the date of placement; the interest is up to 18% (eighteen per cent) per annum inclusive The related-party transaction on obtaining of credit (credits, credit lines, overdrafts) that shall be implemented in the future during normal course of the Company business between JSC TGC-1 (the Borrower) and JSC AB ROSSIYA (the Creditor) on the following material conditions: the credit value t shall not exceed RUB 6,500,000,000 (six billion five hundred million rubles) (not including interests); period of the credit is no more than five years from the date of the credit; interest under the credit are no more than 18% (eighteen per cent) per annum inclusive The related-party transaction on obtaining of loan that shall be implemented in the future during normal course of the Company business between JSC TGC-1 (the Borrower) and PJSC Gazprom (the Lender) on the following material conditions each: the loan value t shall not exceed RUB 50,000,000,000 (fifty billion rubles) (not including interests); period of the loan is no more than five years from the date of the loan; interests under the credit are no more than 18% (eighteen per cent) per annum inclusive The related-party transaction on sale and purchase of foreign currency, including foreign currency sale and purchase agreements with performance of obligations upon request (option contracts) that shall be implemented in the future during normal course of JSC TGC-1 business between JSC TGC-1 (the Client) and Bank GPB (JSC) (the Bank) with the maximum value under each transaction that does not exceed RUB 500,000,000 (five million rubles) or equivalent in the foreign currency at the FX rate of the Central Bank of the Russian Federation on the day of transaction The related-party transaction that shall be implemented in the future during normal course of JSC TGC-1 business between JSC TGC-1 (the Client) and Bank GPB (JSC) (the Bank) under which the Bank provides bank guarantees and/or letter of credit to ensure performance of obligations of JSC TGC-1 with a maximum value amounting to RUB 4,500,000,000 (four billion five hundred million rubles) each (not including interest) under the rate of no more than 4% (four per cent) per annum inclusive Approve a related-party transaction that shall be implemented in the future during normal course of JSC TGC- 1 business between JSC TGC-1 (the Client) and Bank GPB (JSC) (the Bank) under which JSC TGC-1 shall place free cash on deposits and/or as a minimum balance on bank accounts in rubles or foreign currency on the following material conditions each: the maximum value of placement shall not exceed RUB 15,000,000,000 (fifteen billion rubles) or the equivalent in the foreign currency at the FX rate of the Central Bank of the Russian Federation on the day of transaction; placement period is up to five years from the date of placement; the interest is up to 18% (eighteen per cent) per annum inclusive The related-party transaction on obtaining of credit (credits, credit lines, overdrafts) that shall be implemented in the future during normal course of the Company business between JSC TGC-1 (the Borrower) and Bank GPB (JSC) (the Creditor) on the following material conditions: the credit value t shall not exceed RUB 25,000,000,000 (twenty five billion rubles) (not including interest); period of the credit is no more than five years from the date of the credit; interest under the credit is no more than 18% (eighteen per cent) per annum inclusive The related-party transaction on derivative financial instruments trading that are entered into also in order to hedge FX rate and interest risks that shall be implemented in the future during normal course of JSC TGC-1 business between JSC TGC-1 (the Client) and Bank GPB (JSC) (the Bank) with the maximum value under each transaction that does not exceed RUB 2,000,000,000 (two billion rubles) or equivalent in the foreign currency at the FX rate of the Central Bank of the Russian Federation on the day of transaction The related-party transaction on obtaining of loan that shall be implemented in the future during normal course of the Company business between JSC TGC-1 (the Lender) and Gazprom Energoholding LLC (the Borrower) on the following material conditions: the loan value t shall not exceed RUB 50,000,000,000 (fifty billion rubles) (not including interest); period of the loan is no more than five years from the date of the loan; interests under the credit are no more than 18% (eighteen per cent) per annum inclusive The related-party transaction on obtaining of loan that shall be implemented in the future during normal course of the Company business between JSC TGC-1 (the Borrower) and Gazprom Energoholding LLC (the Lender) on the following material conditions: the loan value t shall not exceed RUB 50,000,000,000 (fifty billion rubles) (not including interest); period of the loan is no more than five years from the date of the loan; interests under the credit are no more than 18% (eighteen per cent) per annum inclusive. The Approve related-party a related-party transaction transaction (the credits, on obtaining credit lines, of loan overdrafts) that shall between implemented JSC TGC-1 in the (Borrower) future during and normal the VBRR course (JSC) of the Bank Company (Creditor) business connected between with JSC receiving TGC-1 (the credit Borrower) on the and following Gazprom main Energoholding conditions everyone: LLC (the the Lender) credit sum on the no following more than material conditions: 000 (Four the billion) loan value rubles t (without shall not percent); exceed RUB credit 50,000,000,000 term no more than (fifty 5 billion years from rubles) the (not date including of granting interest); the credit; period percent of the on loan the credit is no more no more than five than years 12% from (Twelve the percent) date of the annual loan; inclusive.. interests under the credit are no more than 18% (eighteen per cent) per annum inclusive. Please choose Approve only a related-party one voting option transaction (cross on out obtaining irrelevant of loan options) that shall excluding be implemented cases of voting the in future accordance during with normal instructions of persons who obtained shares after the date of compilation of the List of persons course of entitled the Company to participate business the between General JSC s' TGC-1 (the Meeting Borrower) (hereinafter, and Gazprom the List Energoholding for the meeting) LLC and/or (the in accordance with instructions of depository securities owners. IMPORTANT! Lender) on Mark the following the field material conditions: the loan value t shall not exceed RUB 50,000,000,000 (fifty against FOR the voting option with AGAINST the of OBSTRAINED cast for that option billion rubles) (not including interest); period of the loan is no more than five years from the date of the loan; interests under the credit are no more than 18% (eighteen per cent) per annum inclusive.

7 only in case when: -there are instructions of persons who acquired shares after S i g n a t u r e :