The Competence of the General Shareholders` Meeting

21.09.2015

The General Shareholders` Meeting is the supreme governing body of the Company.

The resolution of the General Shareholders` Meeting may be adopted (forms of the General Shareholders` Meeting) by:

  • joint attendance of shareholders to discuss the issues on the agenda and resolve the issues put to voting without preliminary sending (delivering) the voting bulletins prior to the General Shareholders` Meeting;
  • absentee voting (without joint attendance of shareholders to discuss the issues on the agenda and resolve the issues put to voting).

 

The form of the meeting shall be defined by the Board of Directors while they take the resolution whether to convene the General Shareholders` Meeting.

The Company shall hold the Annual General Shareholders` Meeting on an annual basis, within the period from 2 to 6 months after the relevant reporting year end.

The General Shareholders` Meeting may be held where the Company’s registered office is located, in the city of Moscow, at the shareholder’s location (provided that all the Company’s voting shares are held by the sole shareholder), or at any other venue as defined by the Company`s Board of Directors at convening of the General Shareholders` Meeting.

The competence of the General Shareholders` Meeting is as follows:

  • alterations and additions to the Charter or approval of the new revision of the Charter (except for the cases provided by Paragraph 2 of Article 12 of the Federal Law “On Joint Stock Companies”);
  • reorganization of the Company;
  • winding up of the Company, appointment of the liquidation commission and approval of the interim and final liquidation balance sheets;
  • election of the Company’s Board of Directors members and early termination of their powers;
  • determination of the number, par value, category (type) of authorised shares and rights conferred by these shares;
  • increase of the Company’s charter capital through increase of share par value or through issue of additional shares;
  • reduction of the Company’s charter capital through dilution of share par value, through purchase of a part of shares by the Company in order to reduce the total number thereof, as well as through cancellation of the shares purchased or repurchased by the Company;
  • election of members of the Company’s audit commission (auditor) and early termination of their powers;
  • approval of the Company’s auditor;
  • payment (notification) of dividends following the results of Q1, H1, 9M of the reporting year;
  • approval of the Company’s annual reports, annual accounting (financial) statements, including Profit and Loss Statements (profit and loss accounts), as well as profit distribution (including payment (notification) of dividends, excluding the profit distributed as dividends following the results of Q1, H1 or 9M of the reporting year) and losses of the Company according to the results of the reporting year;
  • establishment of the procedure of the General Shareholders` Meeting holding;
  • election of the counting commission members and early termination of their powers;
  • split-up and consolidation of shares;
  • adoption of resolutions on consent to execute the transactions in cases provided by Article 83 of the Federal Law “On Joint Stock Companies”;
  • adoption of resolutions on consent to execute the major transactions in cases provided by Article 79 of the Federal Law “On Joint Stock Companies”;
  • purchase of  the shares issued by the Company in cases provided by the Federal Law “On Joint Stock Companies”;
  • adoption of resolutions to affiliate with holding companies, financial industrial groups, associations and other alliances of commercial organizations;
  • adoption of by-laws regulating the activities of the Company`s management bodies;
  • adoption of resolutions to apply for delisting of the Company’s shares and (or) equity securities of the Company, convertible into shares;
  • settlement of other issues provided by the Federal Law “On Joint Stock Companies”.

 

The General Meeting shall not be entitled to consider and resolve the issues beyond its competence as provided by the Federal Law “On Joint Stock Companies” and the Charter.

The General Meeting shall not be entitled to resolve the issues which are not included in the meeting agenda, as well as to amend the agenda.

Chief Executive Officer shall preside at the General Shareholders` Meeting . CEO may assign another person to conduct the meeting through appointment of the said person to preside the Meeting by the Company’s order.  The minutes of the General Shareholders` Meeting shall be drawn up in two counterparts within three  working days once the General Shareholders` Meeting is closed. Both counterparts shall be signed by the presiding person at the General Shareholders` Meeting and by the Secretary of the General Shareholders` Meeting.

Procedure for Adoption of Resolutions by the General Shareholders` Meeting

The resolution of the General Shareholders` Meeting on the issues put to voting shall be adopted by the majority of votes of the shareholders - owners of the voting shares - attending the meeting, unless provided otherwise by the Federal Law “On Joint Stock Companies”.

The General Shareholders` Meeting shall adopt resolutions on the issues below only upon recommendation of the Board of Directors:

  • reorganization of the Company;
  • increase of the Company’s charter capital through increase of share par value;
  • increase of the Company’s charter capital by issue of additional shares through a public or a private offer;
  • increase of the Company’s charter capital through issue of additional shares within the scope of the number and categories (types) of authorised shares at the expense of the Company`s assets;
  • reduction of the Company’s charter capital through dilution of share par value, through purchase of shares by the Company in order to reduce the total number thereof, as well as through cancellation of the shares purchased or repurchased by the Company (shares held by the Company);
  • split-up and consolidation of shares;
  • adoption of resolutions on consent to execute the transactions in cases provided by Article 83 of the Federal Law “On Joint Stock Companies”;
  • adoption of resolutions on consent to execute the major transactions in cases provided by Article 79 of the Federal Law “On Joint Stock Companies”;
  • adoption of resolutions to affiliate with holding companies, financial industrial groups, associations and other alliances of commercial organizations;
  • adoption of by-laws regulating the activities of the Company`s bodies;
  • adoption of resolutions to pay remunerations to the Company’s audit commission members and (or) compensations of expenses related to execution of their duties; 13.2.

 

The General Shareholders` Meeting shall adopt resolutions on the issues below with three-fourths majority of shareholders votes – owners of voting shares attending the General Shareholders` Meeting:

  • alterations and additions to the Charter or approval of the new revision of the Charter (except for the cases provided by Paragraph 2 of Article 12 of the Federal Law “On Joint Stock Companies”);
  • reorganisation of the Company;
  • winding up of the Company, appointment of the liquidation commission and approval of the interim and final liquidation balance sheets;
  • determination of the number, par value, category (type) of authorised shares and rights conferred by these shares;
  • increase of the Company’s charter capital by issue of shares through a private offer;
  • placement of the Company’s equity securities convertible into shares through a private offer;
  • increase of the Company`s charter capital by issue of additional shares through a public offer of ordinary shares comprising over 25% of the previously issued ordinary shares;
  • placement of the Company’s equity securities convertible into ordinary shares through a public offer, comprising over 25% of the previously issued ordinary shares;
  • purchase of the shares issued by the Company in cases provided by the Federal Law “On Joint-Stock Companies”;
  • adoption of resolutions on consent to execute the major transactions in the case provided by Paragraph 3 of Article 79 of the Federal Law “On Joint Stock Companies”;
  • adoption of resolutions to apply for delisting of the Company`s shares and (or) equity securities of the Company, convertible into shares.

 

Counting of votes at the General Shareholders` Meeting on an issue put to vote, the right to vote on which have the shareholders – owners of common shares of the Company, shall be carried jointly by all voting shares.

The resolutions adopted by the General Shareholders` Meeting, as well as the voting results shall be communicated to the shareholders in the manner and terms established by the Federal Law “On Joint Stock Companies”.

Information on holding the General Shareholders` Meeting

The notice to hold the General Shareholders` Meeting shall be given no later than 30 days prior to the date of the meeting.

In case the proposed agenda of the Extraordinary General Shareholders` Meeting contains the item on election of members of the Company`s Board of Directors or on reorganization of the Company in the form of merger, spin-off or split-up and the item on the election of the Company`s Board of Directors established through reorganization in the form of merger, spin-off or split-up, the notice to hold the Extraordinary General Shareholders` Meeting shall be given no later than 50 days prior to the date of the meeting.

Within the terms mentioned herein above, the notice to hold the General Shareholders` Meeting shall be sent to each person indicated in the list of persons entitled to attend the General Shareholders` Meeting by registered mail and/or by express delivery service and/or handed over to each of these persons mentioned herein against receipt.

The Company may additionally inform the shareholders on the General Shareholders` Meeting through other media (television, radio, press) and Internet as well.

The information (materials) to be provided to the persons entitled to attend the General Shareholders` Meeting within the preparation of the Company’s General Shareholders` Meeting  shall include the annual report, the annual accounting (financial) statements, as well as the auditor’s report, the conclusion of the Company`s audit commission based on the audit results of the annual accounting (financial) statements, the conclusion of the audit commission on the fairness of the representations in the annual report, recommendations of the Company`s Board of Directors on profit distribution, including the dividend amount on the Company’s shares and the dividend payment procedure, information on the candidate(s) to the Company’s Board of Directors and to the Company’s audit commission, for the position of the Company’s auditor, information on availability or lack of the proposed candidates’ consent to be elected to the Company’s relevant body, the assessment of the auditor`s report of the Company, prepared by the Board of Directors’ Audit Committee, draft alterations and additions to the Company’s Charter or draft revision of the Company’s Charter, draft Company’s by-laws, draft resolutions of the General Shareholders` Meeting, information on the shareholder agreements concluded within a year prior to the General Shareholders` Meeting subject to Article 32.1 of the Federal Law “On Joint Stock Companies”.

The date of compiling the list of persons entitled to attend the General Shareholders` Meeting shall be defined in accordance with the requirements of the Federal Law “On Joint-Stock Companies”.

Proposals for the Agenda of the General Shareholders` Meeting 

Shareholder(s) holding in aggregate at least 2 percent of the Company’s voting shares shall be entitled to include items in the agenda of the Annual General Shareholders` Meeting  and nominate candidates to the Company’s Board of Directors and to the Company’s audit commission, which number shall not exceed the number of members of the relevant body specified in this Charter. Such proposals shall be received by the Company no later than 60 days after the end of the reporting period. In case the proposed agenda of the Extraordinary  General Shareholders` Meeting  includes the election of the Company’s Board of Directors members, the Company’s shareholders (shareholder) in aggregate at least 2 percent of the Company’s voting shares shall be entitled to propose candidates for election to the Company’s Board of Directors, which number may not exceed the number of the Company’s Board of Directors members defined in the Company`s Charter. Such proposals shall be received by the Company no later than 30 days prior to the date of the Extraordinary General Shareholders` Meeting.

The proposal to include items in the agenda of the General Shareholders` Meeting  shall contain the wording of each proposed item and the proposal on nomination of candidates shall specify the name and details of identity document (series and (or) number, date and place of issue, issuing authority) of each proposed candidate, the name of the body that the candidate is nominated to, as well as other information about the candidate provided by the Company`s Charter or by-laws. The proposal to include items in the agenda of the General Shareholders` Meeting may contain the wording of resolution for each proposed item.

The proposal to include items in the agenda of the General Shareholders` Meeting  and the proposal to nominate candidates shall be submitted with indication of the name of the shareholders (shareholder) making these proposals, the number and category (type) of shares owned by them and shall be signed by the shareholders (shareholder) or by their representatives. The Company’s shareholders (shareholder), nonregistered in the Company’s register of shareholders, shall be entitled to make proposals to the agenda of the General Shareholders` Meeting  and proposals on nomination of candidates also through providing relevant instructions to the person who asserts their rights to shares. Such instruction (instructions) shall be given in accordance with the rules of the laws of the Russian Federation on securities.

The Company’s Board of Directors shall consider the received proposals and take a decision on their inclusion in the agenda of the General Shareholders` Meeting  or on refusal to include them in the said agenda no later than 5 days after the expiration of terms defined by the Charter for receipt by the Company of proposals in the agenda of the Annual General Shareholders` Meeting and candidates to the Company’s Board of Directors and audit commission.

The issue proposed by the shareholders (shareholder) shall be included in the agenda of the General Shareholders` Meeting , as well as nominated candidates shall be included in the list of candidates for election to the Company’s relevant body, excluding the following cases:

  • the shareholders (shareholder) have not observed the terms established by the present Charter to include the issues in the agenda and to nominate candidates at the Annual General Shareholders` Meeting;
  • the shareholders (shareholder) have  not observed the terms established by the present Charter to nominate candidates for election to the Board of Directors at the Extraordinary General Shareholders` Meeting;
  • the shareholders (shareholder) are not the owners of the number of Company’s voting shares as provided by Paragraphs 1 and 2 of Article 53 of the Federal Law “On Joint Stock Companies”;
  • the proposal does not comply with the requirements provided by Paragraphs 3 and 4 of Article 53 of the Federal Law “On Joint Stock Companies”, and the provisions of the Company’s Charter based thereon;
  • the item proposed to be included in the agenda of the Company’s General Shareholders` Meeting  does not pertain to its competence and/or does not comply with the requirements of the Federal Law “On Joint Stock Companies” and other legal acts of the Russian Federation.

 

The reasoned resolution of the Company’s Board of Directors to refuse to include the proposed item in the agenda of the General Shareholders` Meeting or the candidate in the list of candidates for election to the Company’s relevant body shall be transmitted to the shareholders (shareholder) who submitted the item or nominated the candidate within 3 days at the latest  from the date such resolution is adopted. If these proposals were received by the Company from persons who are not registered in the Company’s register of shareholders and who have given instructions (instruction) to the person asserting their rights to shares, the said resolution of the Company’s Board of Directors (Supervisory Board) shall be transmitted to such persons within three days at the latest from the date of its adoption in accordance with the rules of Russian Federation laws on securities in respect of provision of information and materials to persons exercising the rights to securities.

The Company’s Board of Directors shall not be entitled to amend the wording of the items proposed to be included in the agenda of the General Shareholders` Meeting and in the wording of the resolutions concerning such items.

Apart the items proposed by the shareholders to be included in the agenda of the General Shareholders` Meeting, as well as in case of absence of such proposals, absence or insufficient number of candidates proposed by shareholders to form the relevant body, the Company’s Board of Directors shall be entitled to include in the agenda of the General Shareholders` Meeting the items or candidates in the list of candidates at its own discretion.

Extraordinary General Shareholders` Meeting 

The Extraordinary General Shareholders` Meeting shall be held by the decision of the Company’s Board of Directors on its own initiative, request of the Company’s audit commission, the Company’s auditor or the shareholders (shareholder) holding at least 10 percent of the Company’s voting shares as of the date of the request.

The convening of the Extraordinary General Shareholders` Meeting at the request of the Company’s audit commission, the Company’s auditor or the shareholders (shareholder) holding at least 10 percent (10%) of the Company’s voting shares shall be executed by the Company’s Board of Directors.

Within 5 days from the date of the request of the Company’s audit commission, the Company’s auditor or the shareholders (shareholder) holding at least 10 percent of the Company’s voting shares to convene the Extraordinary General Shareholders` Meeting , the Company’s Board of Directors shall carry the resolution either to convene the Extraordinary General Shareholders` Meeting  or to refuse its convening.

The resolution of the Company’s Board of Directors to convene the Extraordinary General Shareholders` Meeting or the reasoned resolution to refuse its convening shall be transmitted to the persons requesting its convention no later than 3 days from the date such resolution is adopted.

The resolution to refuse the convening of the Extraordinary General Shareholders` Meeting  at the request of the Company’s audit commission, the Company’s auditor or the shareholders (shareholder) holding at least 10 percent of the Company’s voting shares may be taken strictly on the grounds established by the Federal Law “On Joint Stock Companies”.

The Extraordinary General Shareholders` Meeting convened at the request of the Company’s audit commission, the Company’s auditor or the shareholders (shareholder) holding at least 10 percent of the Company’s voting shares shall be held within 40 days from the moment the relevant request to convene the Extraordinary General Shareholders` Meeting is submitted.

If the proposed agenda of the Extraordinary General Shareholders` Meeting contains the item regarding the election of the Company’s Board of Directors members, then the said General Shareholders` Meeting shall be held within 75 days from the date of submission of the request to convene the Extraordinary General Shareholders` Meeting.

The rule mentioned herein above shall apply to both the cases when the proposed agenda of the Extraordinary General Shareholders` Meeting  contains only the issues concerning the early termination of the entire composition of the Company’s Board of Directors and election of the Company’s Board of Directors members, and the cases when the proposed agenda includes other issues in addition to the ones above.

The date of receipt of the request by the Company shall be considered as the date of submission of request to convene the Extraordinary General Shareholders` Meeting.

In cases when subject to Articles 68 — 70 of the Federal Law “On Join Stock Companies”, the Company’s Board of Directors is obliged to adopt a resolution to convene the Extraordinary General Shareholders` Meeting, such General Shareholders `Meeting  shall be held within 40 days from the moment the resolution is adopted by the Company’s Board of Directors.

In cases when subject to the Federal Law “On Joint Stock Companies”, the Company’s Board of Directors is obliged to adopt a resolution to convene the Extraordinary General Shareholders` Meeting in order to elect the Board of Directors’ members, such General Shareholders` Meeting  shall be held within 70 days from the moment the resolution is adopted by the Company’s Board of Directors.

If within the period set out in the Federal Law “On Joint Stock Companies” and/or the present Charter, the Company’s Board of Directors has not adopted a resolution to convene the Extraordinary General Shareholders` Meeting  or has adopted a resolution on refusal to convene it, then the Company`s body or persons requesting its convening shall be entitled to petition the court to compel the Company to convene the Extraordinary General Shareholders` Meeting.

Meanwhile, the bodies and persons requesting for the Extraordinary General Shareholders` Meeting shall enjoy the powers necessary to convene and hold the General Shareholders` Meeting provided by the Federal Law “On Joint Stock Companies”.

In this case, the costs of preparing and holding the General Shareholder`s Meeting may be reimbursed at the expense of the Company subject to the resolution of the General Shareholders` Meeting.

Quorum of the General Shareholders` Meeting 

The General Shareholders` Meeting  shall be legally competent (shall have a quorum), if attended by the shareholders holding in aggregate more than half of the votes represented by the Company’s voting shares. The shareholders registered to attend the General Shareholders` Meeting and shareholders whose voting bulletins are received no later than two days prior to the date of staging of the General Shareholders` Meeting shall be considered as attended the General Shareholders` Meeting held in the form of joint presence of shareholders to discuss the issues of the agenda and to adopt a resolution on the issues put to a vote

The persons attending the General Shareholders Meeting  shall be equally deemed the shareholders who, subject to the provisions of the securities laws of the Russian Federation, have given voting instructions to the persons asserting their rights on shares, provided that the notices containing their expression of will have been received two days at the latest prior to the General Shareholders` Meeting  or to the deadline for accepting the bulletins for the General Shareholders` Meeting  through vote by correspondence.

As attended the General Shareholders` Meeting held in the form of absentee voting shall be also considered such shareholders whose voting bulletins are received prior to the date of deadline for receipt of voting bulletins. In the absence of a quorum to hold the Annual General Shareholders` Meeting a repeated General Shareholders` Meeting with the same agenda shall be held. In the absence of a quorum to hold the Extraordinary General Shareholders` Meeting a repeated General Shareholders` Meeting with the same agenda may be held.

The repeated General Shareholders` Meeting shall be legally competent (shall have a quorum), if attended by the shareholders holding in aggregate no less than 30 percent of the votes of the Company’s voting shares.

Voting bulletins

Voting on the agenda issues of the General Shareholders` Meeting shall be held by voting bulletins.

When the General Shareholders` Meeting is held in the form of  absentee voting, the voting bulleting shall be sent or delivered against receipt to each person registered in the Company’s register of shareholders and entitled to attend the General Shareholders` Meeting  20 days prior to the General Shareholders` Meeting  at the latest.

The voting bulletins shall be sent by registered mail and/or by express delivery service.

The voting bulletin shall contain the information specified in Paragraph 5 of Article 60 of the Federal Law “On Joint Stock Companies”. The voting bulletin may contain additional information defined by the Board of Directors at the approval of the form and text of the voting bulletin.

At voting by voting bulletins the votes count on the issues on which the voter has left only one possible voting option. The voting bulletins filled with violation of the said requirement shall be deemed invalid.

If the issue, voted by voting bulletin, includes more than one draft resolution on the issue and the option “for” is provided for more than one of the proposed draft resolutions, the voting bulletins shall be deemed invalid.

When adopting he resolution on the approval of the Company’s auditor, the option “for” is provided for more than one of the candidates, the bulletin shall be deemed invalid.

When electing members of the Company’s audit commission, the option “for” is provided for a number of candidates exceeding the number of vacancies, the bulletin shall be deemed invalid.

At cumulative voting such voting bulletin shall be deemed invalid, in which meeting attendee has distributed between the candidates more votes than he has.

If a voting bulletin contains several issues put to a vote, failure to comply with requirements herein above in respect of one or several issues does not entail recognition of the voting bulletin as invalid as a whole.

 

When the meeting is held in the form of absentee voting, the voting bulletins received by the Company after the date of the General Shareholders` Meeting (after the deadline for accepting the bulletins) shall be deemed invalid.

If a voting bulletin is deemed invalid, the votes on the issues therein shall not be counted. 


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