• 10. ACQUISITION OF PLACED SHARES BY THE COMPANY
  • 11. DIVIDENDS
  • 12. STRUCTURE OF MANAGEMENT AND CONTROL BODIES
  • 13. GENERAL MEETING OF SHAREHOLDERS Competence of the General Meeting of Shareholders
  • Procedure of Decision-Making by the General Meeting of Shareholders
  • Information on the Holding of a General Meeting of Shareholders
  • Proposals for the Agenda of the General Meeting of Shareholders of the Company
  • An Early General Meeting of Shareholders
  • Quorum of the General Meeting of Shareholders
  • PLACEMENT OF SHARES AND OTHER EMISSION SECURITIES




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    9. PLACEMENT OF SHARES AND OTHER EMISSION SECURITIES
    9.1. The Company shall have the right to place additional shares and other emission securities through subscription and conversion. In the event of an increase in the authorized capital of the Company with its own property the Company shall be obliged to place additional shares by distributing them among shareholders.
    9.2. In the event of placement of shares and/or emission securities convertible into shares by subscription the Company shall have the right to hold open and closed subscriptions.

    10. ACQUISITION OF PLACED SHARES BY THE COMPANY
    10.1. By decision of the shareholders' general meeting on decreasing the authorized capital of the Company by buying out part of the placed shares in order to reduce their total quantity, the Company shall have the right to acquire shares placed by it.
    10.2. The shares acquired by the Company under the decision of the shareholders' general meeting on decreasing the authorized capital of the Company by buying out part of the placed shares in order to reduce their total quantity shall be redeemed upon acquisition.
    10.3. The Company shall have the right to acquire shares placed by it by decision of the Board of Directors in accordance with para 2 of Article 72 of the Federal Law On Joint-Stock Companies.
    10.4. The shares acquired by the Company in accordance with para 2 of Article 72 of the Federal Law On Joint-Stock Companies shall not carry the right to vote, shall not be included in the votes count, and no dividends shall be assessed on them. Such shares shall be sold at their market value not later than within one year of the date of their acquisition, otherwise the shareholders' general meeting shall take the decision on decreasing the authorized capital of the Capital by redeeming the said shares.
    10.5. The Company shall pay for the placed shares acquired by it in cash, securities, other property, or property and/or other rights that have monetary value.
    10.6. In taking decision on acquisition by the Company of shares placed by it, the Company shall comply with the restrictions instituted by federal laws.

    11. DIVIDENDS
    11.1. Dividend shall be part of the net profits of the Company that is distributed among shareholders in proportion to the shares of the respective categories and types that are held by them.
    11.2. The Company shall have the right to take decision on (announce) the payment of dividends on placed shares. Decision on the payment of dividends, the amount of dividend and the form of its payment on the shares of each category (type) shall be taken in accordance with the requirements of the Federal Law On Joint-Stock Companies. The amount of the dividend may not be higher than that suggested by the Board of Directors of the Company.
    11.3. The dividend shall be paid in cash unless otherwise stipulated by the decision of the shareholders' general meeting on the payment of dividends.
    11.4. The deadline for the payment of dividends is May 31 of the year following the year in which the decision was taken on the payment of dividends, unless otherwise established by the decision on the payment of dividends.
    11.5. In taking the decision on (announcing) the payment of dividends, the Company shall comply with the restrictions prescribed by federal laws.

    12. STRUCTURE OF MANAGEMENT AND CONTROL BODIES
    12.1. The management bodies of the Company shall include:
    - the general meeting of shareholders;
    - the Board of Directors;
    - the management board as the collegiate executive body;
    - the President as the one-person executive body;
    - in the event a liquidation commission has been appointed, it shall take over the functions of managing the affairs of the Company.
    12.2. The body of control over the financial and business operations of the Company shall be the auditing commission.
    12.3. The Board of Directors, the President and the auditing commission shall be elected by the shareholders' general meeting.
    12.4. The members of the management board shall be appointed by the Board of Directors of the Company.
    12.5. In the event of voluntary liquidation of the Company the liquidation commission shall be elected by the shareholders' general meeting, and in the event of its forcible liquidation the liquidation commission shall be appointed by a court of law (arbitration court).

    13. GENERAL MEETING OF SHAREHOLDERS
    Competence of the General Meeting of Shareholders
    13.1. The general meeting of shareholders is the top managing body of the Company.
    The general meeting of shareholders can take decisions (the forms of holding a general meeting of shareholders) through:
    simultaneous presence of shareholders discussing agenda items and deciding on questions put to the vote;
    voting by correspondence (without the simultaneous presence of shareholders to discuss agenda items and deciding on questions put to the vote).
    The Company is obligated to hold each year an annual general meeting of shareholders in deadlines not earlier than two months earlier and not later than six months after the end of the fiscal year.
    The general meetings of shareholders of the Company, held in the form of simultaneous presence, are convened in the Russian Federation, in the city of Moscow.
    13.2. The competence of the general meeting of shareholders includes deciding on the following questions:
    1) making changes and additions to the Company's Charter or approving the new wording of the Company's Charter (except cases provided in paras 2-5 of Article 12 of the federal law On Joint-Stock Companies);
    2) reorganizing the Company;
    3) liquidating the Company, appointing the liquidation commission and approving the intermediate and final liquidation balancesheets;
    4) electing members of the Company's Board of Directors and an early termination of their powers;
    5) electing the Company's President and an early termination of his powers;
    6) electing members of the Company's auditing commission and an early termination of their powers;
    7) approving the auditor of the Company;
    8) deciding on the quantity, nominal value and category (type) of announced stock and the rights provided by the stock;
    9) increasing the Company's equity;
    10) placing the Company's emitted securities convertible into stock;
    11) reducing the Company's equity by reducing the nominal value of stock through acquisition by the Company of a part of the stock in order to reduce the overall quantity, as well as through redemption of stock (stock held by the Company) acquired and bought-out by the Company;
    12) approving annual reports, the annual accounting reports, including the Company's profit and loss statements (profit and loss accounts), as well as distributing the profit, including payment (announcing) of dividends and losses of the Company, based on the results of the fiscal year;
    13) defining the procedure for holding a general meeting of shareholders;
    14) fragmenting and consolidating stock;
    15) deciding to approve deals in cases provided by Article 83 of the federal law On Joint-Stock Companies;
    16) deciding to approve major deals in cases provided by Article 79 of the federal law On Joint-Stock Companies;
    17) deciding on participation in holding companies, financial-industrial groups, associations and other associations of commercial entities;
    18) approving internal documents regulating the activity of the Company's bodies, including Regulation on the General Meeting of Shareholders, Regulation on the Board of Directors, Regulation on the President, Regulation on the Management Board, and Regulation on the Procedure of Activity of the Auditing Commission;
    19) deciding on remuneration and (or) compensation of expenses to members of the Company's auditing commission, related to the performance by them of their duties during the period in which they discharge their duties; establishing the amount of such remuneration and compensations;
    20) deciding on remuneration and (or) compensation of expenses to members of the Company's Board of Directors, related to the performance by them of their functions of members of the Board of Directors during the period in which they discharge their duties; establishing the amount of such remuneration and compensations;
    21) deciding on compensation from the resources of the Company of expenditure to persons and entities -- initiating an early general meeting of shareholders, of expenditure involved in preparing and holding that meeting;
    22) deciding on transfer of powers of the single "one-person" executive body of the Company, under an agreement, to a commercial organization (managing organization) or to an individual entrepreneur (the manager);
    23) deciding on an early termination of the powers of the managing organization or the manager;
    24) defining the list of additional documents, the keeping of which by the Company is binding;
    25) deciding on other issues provided by the federal law On Joint-Stock Companies.
    13.3. The general meeting of shareholders is not authorized to examine and decide on issues not placed by the law and the Company's Charter within its competence.
    13.4. The general meeting of shareholders is not authorized to decide on issues not included in the meeting's agenda or to change the agenda.
    13.5. The general meeting of shareholders is chaired by the Chairman of the Board of Directors and, in his absence, by another person in accordance with the Board of Directors' decision.
    Procedure of Decision-Making by the General Meeting of Shareholders
    13.6. The general meeting of shareholders decides on a question put to the vote by a majority of votes of shareholders owning the Company's voting stock and attending the meeting, unless the federal law On Joint-Stock Companies provides otherwise.
    13.7. The general meeting of shareholders decides only on the proposal from the Board of Directors the questions listed below:
    1) reorganization of the Company;
    2) increasing the Company's equity;
    3) reducing the Company's equity through reducing the stock's nominal value, through acquisition of stock by the Company to reduce their overall quantity, as well as through redemption of stock (stock held by the Company) acquired or bought out by the Company;
    4) fragmentation and consolidation of stock;
    5) approval of deals in cases provided by Article 83 of the federal law On Joint-Stock Companies;
    6) approval of major deals in cases provided by Article 79 of the federal law On Joint-Stock Companies;
    7) participation in holding companies, financial-industrial groups, associations and other associations of commercial entities;
    8) approval of internal documents regulating the activity of the bodies of the Company;
    9) payment of remuneration to members of the Company's auditing commission and (or) compensation of expenditure related to their carrying out of their duties;
    10) the transfer of powers of the single one-person executive body of the Company, under an agreement, to a commercial organization (managing organization) or an individual entrepreneur (manager).
    13.8. The general meeting of shareholders decides on questions listed below by a three-fourths majority of votes of shareholders -- owners of voting stock participating in the general meeting of shareholders:
    1) introduction of changes and additions to the Company's Charter and approval of the Company's Charter in a new wording (except cases provided in paras 2-5 of Article 12 of federal law On Joint-Stock Companies);
    2) reorganization of the Company;
    3) liquidation of the Company, appointment of liquidation commission and approval of the intermediate and final liquidation balancesheets;
    4) deciding on the quantity, nominal value, and category (type) of announced stock and rights that go with the stock;
    5) increasing the Company's equity through placement of stock through closed subscription;
    6) placement of the Company's emission securities converted into stock, through closed subscription;
    7) increasing the Company's equity by placing, through open subscription, ordinary shares amounting to over 25 percent of previously placed ordinary shares;
    8) placing, through open subscription, of emission securities, converted into ordinary shares, that can be converted into ordinary shares, in the amount of over 25 percent of previously placed ordinary shares;
    9) deciding to approve major deals in cases provided by para 3 of Article 79 of the federal law On Joint-Stock Companies.
    The decision to transform the Company into a non-commercial partnership can be taken by the unanimous vote of all the Company shareholders.
    13.9. The votes at the general meeting of shareholders on the voted question, when the right to vote belongs to shareholders owning ordinary and privileged shares of the Company, are counted on the basis of all the voting stock together, unless the law provides otherwise.
    13.10. The decisions taken by the shareholders general meeting as well as the results of the voting are made public at the general meeting at which the vote was held, or are made public within 10 days of the drafting of the protocol on the results of the vote in the form of a report on the results of the vote -- and brought to the notice of persons included in the list of those authorized to participate in the general meeting of shareholders through a procedure for making a report on the holding of the general meeting of shareholders.
    Information on the Holding of a General Meeting of Shareholders
    13.11. The report on the holding of a general meeting of shareholders must be made within 30 days of its holding. If the proposed agenda for an early meeting of shareholders contains an item on election of members of the board of directors, the report on the holding of the general meeting of shareholders shall be made within 50 days of its holding.
    Within the deadlines indicated, the report on the holding of a general meeting of shareholders must be published in the Rossiiskaya Gazeta and put on the Internet site of the Company. The Company has the right to additionally inform the shareholders on the holding of a general meeting of shareholders by other means.
    13.12. The information (materials) subject to distribution to people authorized to participate in the general meeting of shareholders and in preparations for the general meeting of shareholders -- includes annual reports, the annual bookkeeping accounts, including the opinion of the auditor, the opinion of the Company's auditing commission on the results of verifying the annual bookkeeping accounts, information on the candidate (candidates) for election as the President of the Company, into the Board of Directors and the auditing commission of the Company, the auditor of the Company, the draft changes and additions tabled to the Company's Charter, or the draft Charter of the Company in a new wording, the drafts of internal documents of the Company approved by the general meeting of shareholders, the drafts of decisions of the general meeting of shareholders and recommendations of the Board of Directors on voting on each agenda items, including the special opinions of the Board of Directors members on each agenda item, an indication to the initiator of each agenda item, as well as other documents provided by the internal documents of the Company and a decision by its Board of Directors.
    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.
    An Early General Meeting of Shareholders
    13.23. An early general meeting of shareholders is held by a decision of the Company's Board of Directors, based on its own initiative, the request from the auditing commission, the auditor of the Company, as well as of shareholders (shareholder) who own not less than 10 percent of the Company's voting stock on the date of the submission of the request.
    The convening of the early general meeting of shareholders at the request of the auditing commission, the Company auditor or shareholders (shareholder) who own not less than 10 percent of the Company's voting shares, is carried out by the Company' Board of Directors.
    13.24. The Company's Board of Directors must take the decision on convening or refusing to convene an early general meeting of shareholders within 5 days of the date of submission of the request by the auditing commission, the auditor of the Company or shareholders (shareholder) who own not less than 10 percent of the Company's voting shares, concerning convening an early general meeting of shareholders.
    The decision taken by the Company's Board of Directors on convening an early general meeting of shareholders or a motivated decision to refuse to convene it -- shall be sent to people requesting its convening, within three days from the moment of adoption of such decision.
    The decision to refuse to convene an early general meeting of shareholders at the request of the auditing commission, the Company auditor or shareholders (shareholder) who own not less than 10 percent of the Company's voting shares, can be taken only on grounds established by the federal law On Joint-Stock Companies.
    The Company's Board of Directors decision to refuse to convene an early general meeting of shareholders can be appealed in court.
    13.25. An early general meeting of shareholders, convened at the request of the auditing commission, the Company auditor or shareholders (shareholder), who own not less than 10 percent of the Company's voting shares, must be held within 40 days of the moment of submission of the request for an early general meeting of shareholders.
    If the proposed agenda of the early general meeting of shareholders contains an item on election of members of the Company's Board of Directors, such a general meeting of shareholders shall be held within 70 days of the moment of submission of the request to hold an early general meeting of shareholders.
    13.26. In cases when, under the federal law On Joint-Stock Companies, the Company's Board of Directors is obligated to decide on holding an early general meeting of shareholders to elect members of the Board of Directors, such general meeting of shareholders must be held within 70 days of the moment the Company's Board of Directors decided to convene it.
    13.27. If within the deadline established by the federal law On Joint-Stock Companies the Company's Board of Directors has not decided on convening an early general meeting of shareholders or has decided to refuse to convene it, the early meeting of shareholders can be convened by bodies and persons requesting its convening.
    In the process, the bodies and persons convening an early general meeting of shareholders have the powers, provided by the federal law On Joint-Stock Companies, necessary to convene and hold a general meeting of shareholders.
    In this case the expenditure on preparing and holding a general meeting of shareholders can be compensated from the resources of the Company on a decision of the general meeting of shareholders.
    Quorum of the General Meeting of Shareholders
    13.28. The general meeting of shareholders is authorized to proceed (has quorum), if it is attended by shareholders who together own more than half the votes of the placed voting shares of the Company.
    Shareholders registered for participation in the general meeting of shareholders, and the shareholders whose ballots were received within 2 days of the date of the holding of the general meeting of shareholders, are considered to have taken part in the general meeting, held in the form of simultaneous presence of the shareholders to discuss the agenda items and decide on issues put to the vote.
    The shareholders whose bulletins were received before the date of termination of the acceptance of the ballots, are considered to have taken part in the general meeting held by correspondence.
    13.29. In the absence of the quorum for holding the annual general meeting of shareholders, a repeated general meeting of shareholders must be held with the same agenda. In the absence of the quorum for holding an early general meeting of shareholders, a repeated general meeting of shareholders can be convened with the same agenda.
    A repeated general meeting of shareholders is authorized to proceed (has quorum), if it is attended by shareholders who together own not less than 30 percent of the votes of the Company's voting shares.

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    PLACEMENT OF SHARES AND OTHER EMISSION SECURITIES

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