General Shareholder Meeting
The General Shareholder Meeting is the supreme management body of the Company. Under the Charter of the Company the following issues pertain to the GSM reference:
- Introduction of amendments and supplements to the Charter or approval of a new version of the Charter;
- The Company’s re-organization;
- The Company’s liquidation, appointment of a liquidation commission and approval of interim and final liquidation balance-sheets;
- Definition of quantity, nominal value, category (type) of authorized shares and the rights provided by the shares;
- Increase of the Charter capital by enlarging the nominal value or placing additional shares;
- Decrease of the Charter capital by reducing the nominal value, purchasing shares to reduce their total amount as well as by redeeming shares acquired or paid-up by the Company;
- Splitting and consolidation of the Company shares;
- Decision-taking on the placement of bonds convertible into shares and other emissive securities convertible into shares;
- Determination of the BoD membership, election of its members and early termination of their powers;
- Election of the Board of Internal Auditors and early termination of their powers;
- Approval of the Company’s auditor;
- Decision-taking on transferring the powers of the sole executive body of the Company to a managing company (a managing director) and early termination of its powers;
- Approval of annual reports and financials including profit and loss statements (profit and loss accounts) of the Company, as well as profit distribution (including dividend pay-out (declaration), except for the profit distributed as 3M, 6M and 9M dividends and losses as of the financial year;
- Dividend pay-out (declaration) as of 3M, 6M and 9M results;
- Determination of the procedure for arranging a GSM;
- Decision-taking on approving transactions in cases envisaged by Art. 83 of the Federal Joint-Stock Companies' Law;
- Decision-taking on approving major transactions in cases envisaged by Art. 79 of the Federal Joint-Stock Companies' Law;
- Decision-taking on participation in financial and industrial groups, associations and other unions of commercial companies;
- Approval of internal documents regulating the activities of the Company’s bodies;
- Decision-taking on remuneration and/or compensations paid to the Board of Internal Auditors;
- Decision-taking remuneration and/or compensations paid to the Board of Directors;
- Decision-taking on other issues stipulated by the Federal Joint-Stock Companies' Law.
Issues referred to the GSM purview shall not be passed over for resolution to the Board of Directors, Executive Board and CEO. A GSM is not entitled to review or take decisions on the issues that are not referred to its competence by the Federal Joint-Stock Companies' Law.
General Meeting's Resolutions
2005-2008 AGM minutes are available only in Russian.
GSM Materials for Shareholders
This information is in Russian only.