“APPROVED”
by General Meeting of Shareholders Republican Stock
exchange "Toshkent"
December 28, 2019
Protocol No. 4
REGULATIONS ON THE GENERAL MEETING OF SHAREHOLDERS
of the Joint stock company
Republican Stock Exchange
"Toshkent"
Tashkent - 2019
TABLE OF CONTENTS
1. General Provisions
2. Competence of the general meeting of shareholders
3. The right to participate in the general meeting of shareholders. Registration of shareholders and their authorized representatives
4. Preparation for the annual general meeting of shareholders
5. Preparation for the extraordinary general meeting of shareholders
6. Quorum of the general meeting of shareholders
7. Working bodies of the general meeting
8. The procedure for conducting the general meeting of shareholders
9. Minutes of the general meeting of shareholders
10. Implementation of the decision of the general meeting of shareholders
1. GENERAL PROVISIONS
1. This provision determines the status and governs the work of the general meeting of shareholders of the joint stock company RSE “TOSHKENT”, the procedure for its conduct and decision -making.
2. The Regulation has been developed in accordance with the Law of the Republic of Uzbekistan “On Joint Stock Companies and Protection of Shareholders ' Rights ”, other regulatory legal acts, the Corporate Governance Code, Corporate Governance Rules for enterprises with state participation and the charter of the RSE “TOSHKENT” Joint Stock Company (hereinafter - the company )
3. The company is obliged to conduct an annual general meeting of shareholders (annual general meeting of shareholders). The annual general meeting of shareholders is held no later than six months after the end of the financial year.
4. At the annual general meeting of shareholders, issues are being decided on the election of the supervisory board and the audit committee of the company, on the determination of the audit organization for the mandatory audit, on the maximum amount of payment for its services and conclusion (termination) of the agreement with it, on the possibility of extending the term, renegotiation or termination of the contract with the head of the executive body, as well as the annual report of the company, reports of the executive body and the supervisory board of the company on measures taken to achieve the company's development strategy and other documents in accordance with paragraphs eleven and twelfth of clause 7 of this provision. Reports of the executive body and the Supervisory Society Board considered at the annual general meeting of shareholders shall be submitted in the form of reports and provide analysis of the achieved company results for the reporting period, analysis of the performance parameters of the approved business plan of the Company, key performance indicators, analysis of the factors hindering the achievement of the goals of society.
5. Conducted in addition to the annual general meeting of shareholders are extraordinary.
6. The date and procedure for holding a general meeting of shareholders, the procedure for notifying shareholders of its holding, the list of materials (information) provided to shareholders in preparation for the general meeting of shareholders are established by the supervisory board of the company.
7. The competence of the general meeting of shareholders includes:
2. COMPETENCE OF THE GENERAL MEETING OF SHAREHOLDERS
· introduction of amendments and additions to the charter of the company or approval of the charter of the company in a new edition;
· reorganization of a company;
· liquidation of the company, appointment of a liquidator (liquidation commission) and approval of interim and final liquidation balance sheets;
· determination of the quantitative composition of the supervisory board of the company, election of their members and early termination of their powers;
· determination of the maximum size of authorized shares;
· reduction of the authorized capital (authorized capital) of the company;
· acquisition of own shares;
· approval of the organizational structure of the company, election (appointment) of the head of the executive body of the company;
· election of members of the audit commission of the company and early termination of their powers, as well as approval of the regulations on the audit commission;
· approval of the annual report and the development strategy of the company for the medium and long term (more than 5 years) with the definition of its specific terms based on the main directions and goals of the company;
· distribution of profits and losses of the company;
· hearing reports of the supervisory board and conclusions of the audit committee of the company on issues within their competence, including compliance with the requirements for managing the company established by law;
· approval of the regulations of the general meeting of shareholders;
· splitting and consolidation of shares;
· making a decision on a company making a major transaction, the subject of which is property, the book value or acquisition value of which amounts to more than fifty percent of the net assets of the company at the date of the decision to make such a transaction in accordance with Chapter 8 of the Law of the Republic of Uzbekistan
“On joint-stock companies and protection of the rights of shareholders”;
· making decisions on transactions with an affiliate of the company in accordance with Chapter 9 of the Law of the Republic of Uzbekistan “On Joint - Stock Companies and Protection of Shareholders Rights ”;
· approval of provisions on internal control, on dividend policy, on the procedure for dealing with conflicts of interest;
· making a decision on conducting an annual analysis of the compliance of business processes and projects with the goals of the development of the company with the involvement of independent professional organizations - consultants and listening to the results of the analysis;
· determination of transactions related to the current business activities of the company;
· determination of the procedure, conditions for the provision (receipt) and adoption by the supervisory board of decisions on charity (sponsorship) or gratuitous assistance;
· determination (approval) of the voting procedure by e-mail (with confirmation by electronic digital signature), as well as by delegating their authority to a representative or holding a general meeting in video conferencing mode;
· determination (approval) of the procedure for attracting independent experts to provide practical assistance to the counting commission or to perform its functions (for example, an investment adviser and other professional participants in the securities market);
· determination (approval) of the procedure for covering the costs of maintaining the committee of minority shareholders at the expense of the company (when creating a committee of minority shareholders);
· establishing requirements for the form and content of the report (report) controls and control society, reporting to the general meeting of shareholders, the general definition of the duration of the meeting;
· adoption of a decision on determining an audit organization for conducting a mandatory audit, on the maximum amount of payment for its services and on conclusion (termination) of an agreement with it. At the same time, it is not allowed to select an audit organization that audited the same business entity for more than three consecutive years;
· adoption of decisions on the conduct of the external audit of the financial statements of the company prepared in accordance with International Financial Reporting Standards;
· a decision on the conclusion of a major transaction, the subject of which is property, the book value or acquisition value of which is from fifteen to fifty percent of the net assets of the company as of the date of the decision to conclude such a transaction, if the unanimity of the company's supervisory board on the conclusion of a major transaction has not been reached;
· a decision on the conclusion of a major transaction the subject of which is property whose book value or acquisition value is more than fifty percent of the total net assets of the company at the date of the decision to conclude such a transaction;
· the issue of changing the rights granted by shares of a company;
· the issue of appointment (election) of the executive body;
· approval of the audit organization report;
· approval of the assessment of compliance with the recommendations of the Corporate Governance Rules for enterprises with state participation;
· resolution of other issues in accordance with the law and the charter of the company.
8. Decisions on matters specified in paragraphs two, four, six, thirteen of clause 7 of this provision, parts two and three of article 84 and part five of article 88 of the Law on Joint Stock Companies and the Protection of Shareholders' Rights are made by a three-fourths majority of the votes of the shareholders - holders of voting shares participating in the general meeting of shareholders.
9. The decision on the formation or increase of the state share in the authorized capital of the company due to the existing tax and other debts to the state is made by the general meeting of shareholders by a simple majority vote of shareholders, with the consent of the shareholders (except the state), owners of at least two-thirds of the outstanding voting shares of the company.
10. The decision on other issues is taken by the general meeting of shareholders by a simple majority of votes of shareholders - owners of voting shares participating in the general meeting of shareholders.
11. Issues related to the competence of the general meeting of shareholders cannot be referred to the supervisory board and executive body of the company for decision.
3. RIGHT TO PARTICIPATE IN THE GENERAL MEETING OF SHAREHOLDERS. REGISTRATION OF SHAREHOLDERS AND THEIR AUTHORIZED REPRESENTATIVES
12. The right to participate in the general meeting of shareholders is held by shareholders recorded in the register of shareholders of the company formed three working days before the date of the general meeting of shareholders.
13. At the request of the shareholder, the company is obliged to provide him with information on its inclusion in the register of shareholders formed for the general meeting of shareholders.
14. Changes to the formed register of shareholders of a company may be made only in case of restoration of violated rights of persons not included in the indicated register at the date of its formation, or correction of errors made during its formation, in the manner prescribed by law.
15. At the general meeting of shareholders are entitled to attend the shareholders recorded in the register of shareholders of the company, their authorized representatives, the counting committee, employees of the internal audit service, the representative of the audit organization that conducted the audit, members of the supervisory board, executive body, members of the audit committee, and also a representative of the committee of minority shareholders (if any), etc. at the invitation of the chairman of the general meeting of shareholders.
16. The members of the executive body, the representatives of the supervisory board and the audit committee, as well as representatives of the audit organization should personally take part in the annual general meeting of shareholders with the reports of their bodies.
17. Candidates for members of the Supervisory Board, Audit Commission and for the position of Chairman of the Board of the company may attend the general meeting of shareholders when considering their candidatures.
18. To participate in the general meeting, shareholders or their authorized representatives must register at the place and time specified in the notice of the meeting.
19. The representative of the shareholder at the general meeting of shareholders acts on the basis of a power of attorney drawn up in writing. The power of attorney for voting should contain information about the representative and the representative (name or title, place of residence or location, passport information). A power of attorney to vote on behalf of an individual must be notarized. A power of attorney for voting on behalf of a legal entity is issued with the signature of its head and is certified by the seal of this legal entity (if there is a seal).
20. A shareholder is entitled at any time to replace his representative at the general meeting of shareholders or to personally participate in it.
21. Registration of shareholders, individuals who have arrived to participate in the general meeting is carried out upon presentation of a passport or other document proving the identity of the shareholder, and in relation to the representative, also a power of attorney certified by a notary.
22. The head of the legal entity - shareholder of the company exercises his authority at the general meeting ex officio on the basis of a legal act on his appointment to the post and an identity document.
23. A representative of a shareholder who is a legal entity can participate in the general meeting of shareholders if there is a power of attorney in his name issued with the signature of the head of the organization or another person authorized by his constituent documents, certified by the seal of this organization (if there is a seal).
24. In case if the action of society is in general shared ownership of several persons, the right to vote at the General Meeting of Shareholders shall be at the discretion of one of the co-owners or their common representative. The powers of each of these persons must be duly formalized.
25. In accordance with the register of shareholders of the company formed for the general meeting of shareholders, a registration list is compiled in the form in accordance with Appendix No. 1 to these Regulations.
26. The registration list must be stitched, numbered, stitched and sealed with the seal of the company.
27. During the general meeting, shareholders (their representatives) sign on the registration list and receive a set of ballots (Appendix No. 2) for voting based on the number of voting shares of each shareholder, determined according to the register of shareholders of the company.
28. If the participant of the meeting makes the power of attorney to represent the interests of one or several shareholders, he issued ballot papers to be submitted shareholder (s) and the registration list against the names of the represented shareholder, a note: "by the power of attorney number from “_ ” For (number of) voting shares and the surname, name, patronymic of the representative shall be indicated.
4. PREPARATION FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
29. For the quality preparation and conduct of the general meeting of shareholders within the time period specified in clause 3 of this regulation, the executive body together with the corporate consultant shall carry out the following:
· provides all shareholders with materials regarding the agenda, including information on major transactions, as well as clarifications on these issues
· creates an equal opportunity for all shareholders to receive information (materials) provided to shareholders, necessary for making investment decisions;
· concludes agreements with audit organizations selected by the decision of the supervisory board of the company to conduct an audit, including the preparation of financial statements in accordance with International Financial Reporting Standards, an external audit in accordance with International Auditing Standards, indicating in the contract specific deadlines for completion of the audit;
· ensure the publication of the annual financial statements prepared in accordance with International Financial Reporting Standards, since its external audit in accordance with International Standards on Auditing not later than for two weeks before the date of the annual general meeting.
The executive body also develops (prepares):
· draft regulations for the general meeting of shareholders, distribution of net profit (loss coverage) with the justification for each direction and other documents to be considered by the general meeting of shareholders, as well as proposals for the creation of a counting commission. Summarizes the proposals received by shareholders for inclusion in the agenda of the annual general meeting of shareholders, including information on nominated candidates to the supervisory board and the audit committee (s) of the company, etc.;
· annual report and annual business plan of the company, as well as a draft strategy for the development of the company for the medium and long term, with the definition of its specific terms based on the main directions and goals of the company;
· report of the executive body on the implementation of the parameters of the business plan and on the measures taken to achieve the development strategy of the company, to conduct a competition for the selection of an audit organization for conducting an audit, etc.
30. After the development (preparation) of the materials referred to in the second part of clause 29 of these Regulations, the executive body shall submit them to the supervisory board for consideration.
31. The preparation for the general meeting of shareholders is carried out by the supervisory board, which determines:
· date, place and time of the general meeting of shareholders;
· agenda of the general meeting of shareholders;
· the date of compilation of the register of shareholders of the company for the general meeting of shareholders;
· the procedure for notifying shareholders and the state representative of a general meeting of shareholders;
· a list of information (materials) provided to shareholders in preparation for the general meeting of shareholders;
· form and text of the voting ballot.
32. The date of the general meeting of shareholders can not be established less than ten or more than thirty days from the date of the decision to hold it.
33. Notice of the General Meeting of Shareholders shall be published on a single portal of corporate information on the official website of the society and in the media, as well as sent to shareholders by e-mail (according to annex number 3) not later than for twenty- one days, but not earlier than thirty days before the date of the general meeting of shareholders.
34. The company has the right to send a written notice to the shareholder independently or through a professional participant in the securities market in accordance with an agreement concluded between the company and a professional participant in the securities market for the provision of relevant services.
35. The announcement of the general meeting of shareholders must contain:
· name, location (mailing address) and email address of the company;
· date, time and place of the general meeting of shareholders;
· date of formation of the register of shareholders of the company;
· items included in the agenda of the general meeting of shareholders;
· the procedure for familiarizing shareholders with information (materials) to be provided to shareholders in preparation for the general meeting of shareholders.
36. Information (materials) to be provided to shareholders in preparation for the general meeting of shareholders includes the annual report of the company, the opinion of the audit committee of the company and the audit organization on the results of the audit of the annual financial and economic activities of the company, information about candidates for members of the supervisory board and the audit commissions of the company, draft amendments and additions to the charter of the company, or a draft charter of the company in a new edition, as well as the development strategy of the company for the medium and long term and other necessary information on the agenda, including the position of the supervisory board regarding the agenda of the general meeting.
37. The list of additional information (materials) required to be provided to shareholders in preparation for the general meeting of shareholders may be established by the authorized state body for regulating the securities market.
38. Shareholders (a shareholder) holding in aggregate at least one percent of voting shares of a company, within a period not later than ninety days after the end of a financial year of a company, have the right to make proposals (in the form specified in Appendix No. 4) on the agenda of the annual general meeting shareholders, in fact those of the distribution of profits, the candidates in terms of controls and monitoring, with the possibility of their replacement before holding the general meeting of shareholders in the prescribed manner.
39. An issue on the agenda of the general meeting of shareholders is entered in writing indicating the reasons for its statement, the name of the shareholder (shareholders) making the issue, the number and type of shares owned by him.
40. When making proposals on nominating candidates to the supervisory board and the audit committee of the company, including in case of self-nomination, the name of the candidate, the number and type of shares owned by him (in case the candidate is a shareholder of the company), as well as names (names) are indicated shareholders nominating a candidate, number and type of shares held by them.
41. The Supervisory Board of the company is obliged to consider the proposals and make a decision to include them in the agenda of the general meeting of shareholders or to refuse to be included in the specified agenda no later than 10 days after the deadline specified in paragraph 38 of this regulation.
42. The issue submitted by the shareholder (s) shall be included in the agenda of the general meeting of shareholders, as well as nominated candidates shall be included in the list of candidates for voting in elections to the management and control bodies of the company, unless:
· the shareholder (s) did not comply with the time period specified in clause 38 of this regulation;
· a shareholder (shareholders) is not the owner of the number of voting shares of the company provided for in paragraph 38 of this regulation;
· if the data on the candidates to the management and control bodies of the company are incomplete;
· proposals do not meet the requirements of legislative acts.
43. The shareholder (s) shall have the right to make changes to the list of candidates nominated by them to the Supervisory Board and the Audit Commission of the company not later than three working days from the date of publication of the notice of the annual general meeting of shareholders.
44. The decision of the company's supervisory board to include or reasonably refuse to include an item on the agenda of the general meeting of shareholders or a candidate on the list of candidates for voting for elections to the company's management and control bodies is sent to the shareholder (shareholders) who submitted a question or submitted a proposal,
no later than three business days from the date of its adoption.
45. The decision of the company's supervisory board to refuse to include an item on the agenda of a general meeting of shareholders or a candidate on the list of candidates for voting on elections to the company's management and control bodies may be appealed to a court.
5. PREPARATION FOR HOLDING EXTRAORDINARY GENERAL MEETING
OF SHAREHOLDERS
46. An extraordinary general meeting of shareholders is held by decision of the supervisory board of the company on the basis of:
· his own initiative;
· requirements of the audit committee;
· claims of the shareholder (s) who own at least 5% of the voting shares of the company as of the date of the request (in accordance with Appendix No. 5).
47. The motives for the requirements for holding an extraordinary general meeting of shareholders on the early termination of powers of the supervisory board are:
· non-compliance with the legislation of the Republic of Uzbekistan, the charter, decisions of the general meeting of shareholders;
· causing losses to the company and damage to the property rights of shareholders, including those associated with a significant deterioration in financial and economic activities, a decrease in the company's profit and profitability, an unjustified reduction in the sale of works and services;
· the presence of signs or threats of the emergence of economic insolvency (bankruptcy) of the company, the presence of a stable debt to the state budget, extrabudgetary funds for the payment of wages to employees.
48. The request for an extraordinary general meeting of shareholders shall formulate the issues to be included in the agenda of the meeting, indicating the reasons for their introduction. If the convening of an extraordinary general meeting of shareholders is due to the introduction of the issue of early termination of powers of members of the supervisory board, the requirement to convene such a meeting, in addition to the issue of early termination of powers of the supervisory board, should contain proposals on including issues on the election of a new composition of the supervisory board.
49. The supervisory board of the company is not entitled to amend the wording of issues on the agenda of the extraordinary general meeting of shareholders convened at the request of the audit committee of the company or the shareholder (shareholders), which owns at least five percent of the voting shares of the company.
50. If the request to convene an extraordinary general meeting of shareholders proceeds from the shareholder (s), it should contain the name (title) of the shareholder (shareholders) demanding convocation of the meeting, with an indication of the amount of the type belonging to him shares.
51. The request to convene an extraordinary general meeting of shareholders is signed by the person (s) requiring the convocation of an extraordinary general meeting of shareholders.
52. In over 10 days from the date of submission of the requirements of the Audit Commission of the company or a shareholder (shareholders) being the owner of not less than five percent of the voting shares of the Company to convene an extraordinary general meeting of the Company's Supervisory Board shall decide on the convening of an extraordinary general meeting of shareholders or refusal to convene it.
53. The decision to refuse to convene an extraordinary general meeting of shareholders at the request of the audit committee of the company or the shareholder (shareholders), who owns at least five percent of the voting shares of the company, may be taken if:
· a shareholder (shareholders) requiring the convocation of an extraordinary general meeting of shareholders is not the owner of the number of voting shares of the company provided for in the first paragraph of this paragraph;
· none of the issues proposed for inclusion on the agenda is referred to the competence of the general meeting of shareholders;
· the issue proposed for inclusion on the agenda does not meet the requirements of the law.
54. The decision of the supervisory board to convene an extraordinary general meeting of shareholders or a reasoned decision to refuse to convene it shall be sent to persons requiring its convocation no later than three business days from the date of its adoption.
55. The decision of the company's supervisory board to refuse to convene an extraordinary general meeting of shareholders may be appealed to a court.
56. If, within the time period established by paragraph 52 of this provision, the supervisory board of the company has not decided to convene an extraordinary general meeting of shareholders or a decision has been made to refuse to convene it, an extraordinary general meeting of shareholders may be convened by persons requiring its convocation. In this case, the costs of preparing for the general meeting of shareholders may be reimbursed by decision of the general meeting of shareholders at the expense of the company.
57. The preparation for the extraordinary general meeting of shareholders is carried out by the supervisory board, or in cases established by law, a person convening a general meeting of shareholders in the manner prescribed by this regulation.
6. QUORUM OF THE GENERAL MEETING OF SHAREHOLDERS
58. The General Meeting of Shareholders is competent (has a quorum) if, at the time of the end of registration, shareholders (their representatives), having in total more than fifty percent of the votes of the placed voting shares of the company, have registered to participate in the general meeting of shareholders.
59. If preferred shares vote only on one or more issues on the agenda, the quorum of the meeting is determined by the number of ordinary shares represented, and the calculation of votes on these issues is made from the total number of voting ordinary and preferred shares.
60. If in for more than 120 minutes after the set time of the beginning of the meeting a quorum is not yet assembled, declared the date of the repeated General Meeting of Shareholders. Changing the agenda during a repeated general meeting of shareholders is not allowed.
61. A repeated general meeting of shareholders convened in lieu of a failed meeting is eligible if, at the time of the end of the registration, shareholders (their representatives) having in total more than forty percent of the votes of the company's voting shares were registered to participate in it. Notification of a repeat general meeting of shareholders is carried out in the manner prescribed by this regulation.
62. When the date of the general meeting of shareholders is postponed due to the absence of a quorum for less than 20 days, the shareholders entitled to participate in the general meeting are determined in accordance with the register of shareholders entitled to participate in the failed general meeting.
7. WORKING BODIES OF THE GENERAL MEETING
63. The working bodies of the general meeting are: the presidium, the counting commission, the secretary (secretariat).
64. The Presidium and the chairman of the general meeting of shareholders are elected at the general meeting of shareholders. The general meeting of shareholders is chaired by the chairman of the company’s supervisory board, and if it is absent, for good reason, one of the members of the company's supervisory board.
65. The chairman of the general meeting of shareholders heads the presidium of the meeting, ensures the conduct of the meeting and has all the powers necessary for him to properly perform his duties.
66. The chairman of the general meeting of shareholders has the right to authorize audio and video recordings and broadcasts of the general meeting of shareholders on the Internet.
67. The chairman of the general meeting leads the meeting, coordinates the actions of the working bodies of the general meeting, determines the order of discussion of issues, limits the time for speakers to speak, gives explanations on the conduct of the meeting and voting, monitors the presence of order in the hall.
68. The chairman of the general meeting signs the minutes of the general meeting.
69. For counting votes, registering shareholders to attend the general meeting of shareholders, as well as issuing voting ballots, the supervisory board of the company creates a counting commission, the quantitative and personal composition of which is approved by the general meeting of shareholders.
70. In the case of engaging independent experts to perform the functions of the counting commission, they shall carry out the work of the counting commission.
71. The composition of the counting commission is not may be less than three persons. The counting commission may not include members of the supervisory board and the audit committee of the company, the chairman of the board of the company, as well as persons nominated for these positions.
72. Voting at the general meeting of shareholders is carried out on the principle of “one voting share of the company - one vote”, with the exception of cases of cumulative voting on the election of members of the supervisory board of the company.
73. Voting at the general meeting of shareholders on agenda items is carried out by voting ballots.
74. Voting shall count votes on those issues on which the voter has left only one of the possible voting options. Voting ballots filled out in violation of this requirement shall be invalidated and votes on the issues contained therein shall not be counted. If the voting ballot contains several issues put to the vote, failure to comply with the requirement specified in the first paragraph of this clause regarding one or more issues does not entail the recognition of the voting ballot as a whole.
75. In preparation for the general meeting of shareholders, the counting commission shall perform the following functions:
· based on the register, compiles a list of shareholders entitled to participate in the general meeting of shareholders;
· issues voting ballots and other materials of the general meeting, keeps a record of issued ballots.
· registers shareholders (their representatives) for participation in the general meeting;
· keeps records of powers of attorney and the rights granted by them;
· issues voting ballots and other information (materials) of the general meeting;
· determines the quorum of the general meeting of shareholders;
· clarifies the issues that arose in connection with the exercise by shareholders (their representatives) of the right to vote at a general meeting;
· clarifies the voting procedure on issues put to the vote;
· provides the established voting procedure and the right of shareholders to vote;
· counts votes and sums up the results of voting;
· draws up a protocol on the voting results;
· transfers archived ballot papers.
8. ORDER OF THE GENERAL MEETING OF SHAREHOLDERS
76. The procedure for conducting a general meeting of shareholders is approved in accordance with this Regulation at each general meeting of shareholders.
77. The chairman of the supervisory board proposes to elect the presidium and secretary (secretariat) of the general meeting, as well as the composition of the counting commission.
78. The procedure for conducting a general meeting provides for the time of the beginning and expected completion of the meeting, the duration of speeches and breaks, the sequence of agenda items, the names and positions of rapporteurs on agenda items, the procedure for voting and the announcement of its results.
79. The chairman solves the current issues arising during the meeting on the basis of the main principle: each participant can use the right to speak at the general meeting of shareholders on the issue under discussion within the allotted time.
80. At the general meeting of shareholders, information on the amount of remuneration and compensation of the executive body, the supervisory board, as well as on the distribution of net profit, the amount of dividends, with justification of the proposed size, assessment of their compliance with the dividend policy adopted by the company is disclosed (if necessary, explanations and economic justifications of the volumes of the direction of a certain part of net profit for the needs of the development of society)
81. Those who wish to participate in the discussion of agenda items shall submit a written request to the secretary (to the secretariat) of the general meeting indicating the issue for discussion.
82. After the announcement of the voting results on the agenda items, the chairman declares the general meeting of shareholders closed.
83. The company provides the person who participated in the general meeting of shareholders with the opportunity to produce at the expense of such person a copy of the ballot completed by him.
9. PROTOCOL OF THE GENERAL MEETING OF SHAREHOLDERS
84. The quantitative and personal composition of the secretariat of the general meeting is approved by the general meeting of shareholders.
85. Secretariat of the general meeting:
· records the progress of the general meeting;
· keeps a record of those wishing to take part in the discussion of issues on the agenda of the meeting on written requests;
· draw up the minutes of the general meeting of shareholders in duplicate no later than ten days after the closing of the general meeting of shareholders.
86. The minutes of the general meeting of shareholders shall indicate:
· date, place and time of the general meeting of shareholders;
· the total number of votes that have the shareholders - owners of voting shares of the company;
· the number of votes held by shareholders participating in the meeting;
· chairman (presidium) and secretary (secretariat) of the meeting, meeting agenda;
· the main provisions of speeches, issues put to a vote, the results of voting and decisions adopted by the general meeting;
· in case of audio and video recording and broadcasting of the general meeting of shareholders on the Internet, this information is also indicated.
87. Both copies of the minutes of the general meeting of shareholders are signed by the chairman of the general meeting and the secretary of the general meeting of shareholders.
88. The minutes of the counting commission are not approved by a special decision of the meeting, but are taken into account and are to be attached to the minutes of the general meeting.
89. After signing the minutes of the general meeting of shareholders, the counting commission shall transfer the documents of the meeting to the company’s archives for storage, including the registration list of the general meeting, sealed ballot papers, protocols of voting results signed by members of the counting commission, and the minutes of the general meeting of shareholders.
10. FULFILLMENT OF THE DECISION OF THE GENERAL MEETING OF SHAREHOLDERS
90. Decisions adopted by the general meeting of shareholders, as well as the voting results, are brought to the notice of shareholders by:
· their announcement after the end of the general meeting of shareholders;
· disclosing information in a statement of a material fact within two business days from the date the material fact arose.
91. If the company’s shares are listed in the stock exchange, the company is also obligated to publish the relevant information on the official website of the stock exchange.
92. Monitoring of the progress of implementation of decisions of the general meeting of shareholders shall Company's Supervisory Board, unless otherwise stated in the decision and was not reflected in the minutes of the meeting.
93. Decisions of the general meeting of shareholders are binding on all shareholders, both present and absent at the general meeting of shareholders, in so far as they are concerned.
