Corporate activities

General Meeting of Shareholders

General Meeting of Shareholders

 

1. The General Meeting of Shareholders is the supreme management body of the company.
2. The general meeting of shareholders is presided over by the chairman of the supervisory board of the company, and in case of his absence for valid reasons, by one of the members of the supervisory board of the company.
3. The company is obliged to hold an annual general meeting of shareholders (annual general meeting of shareholders).
4. In our company, the annual general meeting of shareholders is held on the dates specified in the company's articles of association, but no later than six months after the end of the financial year. At the annual general meeting of shareholders, issues are resolved on the election of the supervisory board and the audit commission (auditor) of the company, on the possibility of extending the term, renegotiating or terminating the contract with the sole executive body (hereinafter referred to as the director), members of the collegial executive body (hereinafter referred to as the board) of the company, trust the manager, as well as the annual report of the company, the reports of the executive body and the supervisory board of the company.
5. In addition to the annual general meetings of shareholders, they are extraordinary.
6. The date and procedure for holding a general meeting of shareholders, the procedure for informing shareholders about its holding, the list of materials (information) provided to shareholders in preparation for the general meeting of shareholders are established by the supervisory board of the company.
7. When holding a general meeting of shareholders, information and communication technologies may be used to ensure the possibility of registering for remote participation in the general meeting, discussing agenda items and making decisions on issues put to a vote. The general procedure for remote participation in the general meeting of shareholders and remote electronic voting using information and communication technologies is established by the authorized state body for regulation of the securities market.
8. In a company, all ordinary shares of which belong to one shareholder, general meetings of shareholders are not held. Decisions on issues referred by the charter of the company to the competence of the general meeting of shareholders are taken by such a shareholder solely and are subject to execution in writing, except for cases when preferred shares of the company acquire the right to vote. At the same time, the provisions of this chapter that determine the procedure and terms for preparing, convening and holding a general meeting of shareholders shall not apply, except for the provisions relating to the terms for holding an annual general meeting of shareholders.
9. The right to vote at the general meeting of shareholders on the issues put to the vote shall be vested in:

- shareholders - owners of ordinary shares of the company;

- shareholders - owners of preferred shares of the company in cases provided for by the Law.

10. The decision of the general meeting of shareholders on the issue put to the vote is adopted by a majority of votes of shareholders - owners of voting shares of the company (simple majority) participating in the meeting, unless otherwise provided by the Law.

11 The decision to form or increase the state share in the authorized capital (authorized capital) of the company at the expense of existing tax and other debts to the state is taken by the general meeting of shareholders by a simple majority of shareholders, with the consent of shareholders (except for the state), owners of at least two-thirds of the placed voting company shares.

12. The procedure for the adoption by the general meeting of shareholders of a decision on the procedure for holding a general meeting of shareholders is established by the charter of the company or other documents of the company approved by the decision of the general meeting of shareholders.
13. The General Meeting of Shareholders is not entitled to make decisions on issues not included in the agenda of the meeting, as well as to make changes to the agenda.
14. Decisions adopted by the general meeting of shareholders, as well as the results of voting, are brought to the attention of shareholders in the manner and within the time limits stipulated by the Law and the charter of the company, but no later than thirty days from the date of adoption of these decisions.
15. The right to participate in the general meeting of shareholders have shareholders recorded in the register of shareholders of the company, formed three working days before the date of the general meeting of shareholders.
16. The notice of the General Meeting of Shareholders is published on the Unified Portal of Corporate Information, on the official website of the company and in the mass media, and is also sent to shareholders by e-mail no later than twenty-one days, but not earlier than thirty days before date of the general meeting of shareholders.
17. A notice of a general meeting of shareholders must contain:

- name, location (postal address) and e-mail address of the company;

- date, time and place of the general meeting;

- date of formation of the register of shareholders of the company;

- issues included in the agenda of the general meeting;

The procedure for participation and voting at the general meeting of shareholders, including remotely using information and communication technologies.

18. Information (materials) to be provided to shareholders and a representative of the state must be available to persons participating, including remotely using information and communication technologies, in the general meeting of shareholders before and during its holding.
19. When preparing for the general meeting of shareholders, the supervisory board of the company determines:

- date, time and place of the general meeting;

- the agenda of the general meeting;

- date of formation of the register of shareholders of the company for holding a general meeting;

- the procedure for notifying shareholders of the holding of a general meeting;

- a list of information (materials) provided to shareholders in preparation for the general meeting;

- the form and text of the voting ballot;

The procedure for participation and voting at the general meeting of shareholders, including remotely using information and communication technologies.

20. The date of the general meeting of shareholders cannot be set less than ten and more than thirty days from the date of the decision to hold it.
21. The right to participate in the general meeting of shareholders is exercised by the shareholder personally or through his representative.
22. The shareholder has the right to replace his representative at the general meeting of shareholders at any time or to personally participate in it.
23. The General Meeting of Shareholders is competent (has a quorum) if, at the time of the end of registration, shareholders (their representatives) holding in aggregate more than fifty percent of the votes of the outstanding voting shares of the company have registered to participate in the General Meeting of Shareholders.
24. Voting at the general meeting of shareholders is carried out according to the principle "one voting share of the company - one vote", except for cases of cumulative voting for the election of members of the supervisory board of the company.
25. Voting at the general meeting of shareholders on agenda items is carried out by voting ballots or remotely using information and communication technologies.
26. In the event of voting on the issue of electing a member of the supervisory board or the audit commission (auditor) of the company, the voting ballot must contain information about the candidate, indicating his last name, first name, patronymic.
27. When voting on agenda items at the general meeting of shareholders remotely using information and communication technologies, voting ballots are not used. At the same time, the eligibility of the decision taken on the issues put to vote is confirmed by an electronic digital signature used when registering a shareholder to participate in the general meeting of shareholders.
28. The minutes of the general meeting of shareholders are drawn up no later than ten days after the closing of the general meeting of shareholders in two copies. Both copies are signed by the chairman of the general meeting and the secretary of the general meeting.
29. The minutes of the general meeting of shareholders shall indicate:

- date, time and place of the general meeting of shareholders;

- the total number of votes held by the shareholders who own voting shares of the company;

- the number of votes held by the shareholders participating in the general meeting;

Chairman (presidium) and secretary of the general meeting, the agenda of the meeting.

30. The minutes of the general meeting of shareholders must contain the main provisions of the speeches, the issues put to vote and the results of voting on them, the decisions adopted by the meeting.

 

Society Supervisory Board

 

1. Our society will hold a meeting of the supervisory board within 60 days after the end of each quarter. The supervisory board of the company exercises general management of the company's activities, with the exception of resolving issues referred by the company's charter to the competence of the general meeting of shareholders.
2. In a company with less than thirty shareholders owning voting shares, the company's charter may assign the functions of the company's supervisory board to the general meeting of shareholders. In this case, the charter of the company must contain an indication of a specific person or management body of the company, whose competence includes the decision on holding a general meeting of shareholders.
3. Issues related to the competence of the supervisory board of the company cannot be transferred for decision to the executive body of the company.