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Proposals for the Agenda of the General Meeting of Shareholders of the Company
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| bet | 15/28 | | Sana | 04.04.2017 | | Hajmi | 119.51 Kb. | | #2912 |
Proposals for the Agenda of the General Meeting of Shareholders of the Company
13.13. Shareholders (shareholder), who together own not less than 2 percent of the Company's voting stock, are authorized to table items to the agenda of the annual general meeting of shareholders and to nominate candidates to the Board of Directors and the auditing commission of the Company, whose number cannot exceed the composition of the body in question defined in the Company's Charter, as well as a candidate to the position of the President. Such proposals must be submitted to the Company within 70 days of the end of the fiscal year.
13.14. If the agenda proposed for an early general meeting of shareholders features an item on election of members of the Board of Directors, shareholders (shareholder) of the Company who together own not less than 2 percent of the Company's voting stock, have the right to propose candidates for election to the Company's Board of Directors, whose number cannot exceed the composition of the Board of Directors as defined in the Company's Charter. Such proposals must be submitted to the Company at least 30 days in advance of the early general meeting of shareholders.
13.15. The proposal to table items for the agenda of the general meeting of shareholders must contain the wording of each item proposed. The proposal to include items on the agenda of the general meeting of shareholders must contain the wording of the decision on each item proposed.
13.16. The proposal to nominate candidates must contain the name of each candidate proposed, his main place of work, the position held and the name of the body for the election to which he is proposed.
13.17. The proposals to include items in the agenda of the general meeting of shareholders and to nominate candidates are made in writing, indicating the surname (name) of the submitting shareholders (shareholder), the quantity and categories (type) of shares they hold, and must be signed by shareholders (shareholder).
13.18. The Company's Board of Directors is obligated to consider the incoming proposals and decide on their inclusion in the agenda of the general meeting of shareholders or on refusal to include an item in the agenda, within 5 days of the expiry, established by the Charter, of the deadline for submission to the Company of the said proposals as well as the expiry of the deadline for submission to the Company of proposals to the agenda of an early general meeting of shareholders concerning nomination of candidates to the Company's Board of Directors.
13.19. An item, proposed by shareholders (shareholder), is subject to inclusion in the agenda of the general meeting of shareholders and the candidates proposed are subject to inclusion in the list of candidates for voting on election to the appropriate body of the Company except if:
- shareholders (shareholder) have failed to observe the deadlines established by the Charter, for election to the Company's bodies;
- shareholders (shareholder) have failed to observe the deadlines established by the Charter for submission of candidacies for election as Board of Directors members at the early general meeting of shareholders;
- shareholders (shareholder) are not owners of not less than 2 percent of the Company's voting shares;
- the proposal does not meet the requirements provided by the Company's Charter;
- the item submitted for inclusion in the agenda of the general meeting of shareholders is not assigned to its competence under the law and the Company's Charter and (or) does not meet the requirements of the federal law On Joint-Stock Companies and other legal acts of the Russian Federation.
13.20. The motivated decision of the Company's Board of Directors on refusal to include the proposed item on the agenda of the general meeting of shareholders or a candidate in the list of candidates for voting in election to the appropriate body of the Company is sent to the shareholders (shareholder) who have submitted the item or nominated a candidate, within three days of the date of the adoption of the decision.
13.21. The Company's Board of Directors is not authorized to make changes in the wording of items proposed for inclusion in the agenda of the general meeting of shareholders, and in the wording of the decisions on such items.
13.22. In addition to items, proposed by shareholders for inclusion in the agenda of the general meeting of shareholders, as well as in the event of absence of such proposals, absence or insufficient number of candidates proposed by the shareholders for constituting an appropriate body, the Board of Directors of the Company has the right to include in the agenda of the general meeting of shareholders items or candidates for the list of candidates at its own discretion.
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