The General Shareholders' Meeting

The General Shareholders' Meeting is the Company's highest governing body, and is convened by the Board of Directors at least once a year. The Annual General Meeting is held between 1 March and 30 Juneeach year. Extraordinary General Meetings may be convened by the Board of Directors on its own initiative or at the request of the Review Committee, the external auditor, or a shareholder owning individually or together with other shareholders at least 10% of the issued voting shares.

The General Shareholders' Meeting has the exclusive authority to make decisions on a number of matters, including:

  • amendments and additions to the Company's Charter, or adoption of a new version of the Charter;
  • the re-organisation or liquidation of the Company;
  • election and removal of members of the Board of Directors;
  • increases or reductions in the Company's share capital;
  • approval of the Company's external auditor;
  • approval of the Company's annual reports and financial statements;
  • distribution of profits, including payment of dividends;
  • payment of remuneration to the members of the Board of Directors and the Review Committee.

Voting at a General Shareholders' Meeting is generally based on the principle of one vote per ordinary share, with the exception of the election of the Board of Directors, which is done by cumulative voting.

According to the Law on Joint Stock Companies, the quorumrequirement for a General Shareholders' Meeting is that shareholders (or their representatives) accounting for more than 50% of the issued voting shares are present.

The General Shareholders' Meeting may be held in the form of a meeting or by absentee ballot. All shareholders entitled to participate in a General Shareholders' Meeting are notified of the Meeting by anotice sent by post or in person no less than 30 days prior to an Annual Meeting, or 20 days prior to an Extraordinary Meeting. The list of persons entitled to participate in a General Shareholders' Meeting is compiled on the basis of data in the Company's register of shareholders as at the date established by the Board of Directors. General Shareholders' Meetings are usually held in Russia (Moscow).