General Shareholder Meeting is the supreme management body of the Company. The Company must hold a General Shareholder Meeting every year.
Annual General Shareholder Meeting is to be held no sooner than in three months and no later than in six months since the termination of the financial year.
The competence of the General Shareholder Meeting includes the following:
- To make amendments and additions to the articles in case if it’s provided by law of the Russian Federation, as well as to confirm a new edition of the articles;
- To rearrange the Company;
- To dissolve the company, to appoint the liquidation commission and to approve of interim and closing liquidation statements;
- To elect the members of the Board of Directors and to early terminate their powers;
- To define the type, the quantity and the par value of authorized shares and of the rights attached to the shares;
- To increase the charter capital of the Company via increasing the shares denomination or via placing supplement share by the Company;
- To reduce the charter capital of the Company via decreasing the shares denomination, via acquiring part of the shares by the Company for reduction of the total amount of the equity, and via redemption of the acquired or treasury shares;
- To elect the members of the Auditing Commission and to early terminate their powers;
- To approve of the auditor of the Company;
- To approve of the annual reports, annual financial statements, including P&L statement of the Company, and to allocate the profit (including dividend distribution), other than the profit distributed as dividends as of the end of the first quarter, six months or nine months of the financial year), and loss of the Company as of the end of the financial year;
- To establish the rules of order of the General Shareholder Meeting;
- To split and consolidate shares;
- To make decisions on authorizing of settlements in case if it is provided by section 83 of the Company Law;
- To make decisions on authorizing of block trade if it is provided by chapter X of the Company Law;
- To acquire by the Company of the outstanding shares if it is covered by the Company Law;
- To make decisions on participating in holdings, financial industrial groups, associations and other commercial entities;
- To approve of the provisions concerning the rules of order of the General Shareholder Meeting, Board of Directors, Board of management and the Auditing Commission of the Company;
- To make decisions on dividend payment as of the end of the first quarter, six months or nine months of the financial year, on the amount of the dividends on equity issues of the Company, and on the form and procedure of dividend payment;
- To make decisions on residual securities placement and on placement of other issuance securities;
- To approve of the amount of remunerations and compensations paid to the members of the Board of Directors and to the Auditing Commission of the Company;
- To make other decisions covered by the Company Law.
The matters that belong to the competence of the General Shareholder Meeting can be passed for consideration neither to the Board of Directors nor to an executive board of the Company.