Shareholder Rights

Voting authority for each voting share

Each ordinary share shall entitle its owner to the full range of rights in compliance with current Russian law. The shareholder shall be entitled to the following:

To participate (either in person or via proxy) in the Company’s General Shareholders Meeting - exercising his/her voting authority in regard to all issues that fall under his/her competence;

To suggest issues to be included on the agenda of the General Shareholders Meeting - adhering to procedures established by current Russian law and the Company’s Charter;

To be informed about corporate activity and to inspect the Company’s records, as stipulated by Article 91 of the Russian Federal Law “On Joint Stock Companies;”

To receive dividends declared by the Company;

To exercise his/her pre-emptive rights in regard to additional shares placed via open subscription and convertible in to shares in proportion to the number of shares of a given category (type) owned by said shareholder;

To receive a share of the Company’s property if the Company is liquidated.

To exercise other rights stipulated by Russian law:

  • If no stipulations to the contrary are contained in the Company’s Charter (Article 34 of the Russian Federal Law
    “On Joint Stock Companies,” hereinafter referred to as the Law), a share owned by the Company’s founder shall have no voting authority till the share in question is paid for in full;
  • Company shareholders who voted against or did not participate in voting on the issue of placing shares
    and convertible in to shares securities via private subscription shall be entitled to exercise their pre-emptive rights in regard to supplemental shares placed via private subscription and convertible in to shares securities in an amount in proportion to the number of shares of a given category (type) owned by said shareholders (Article 40 of the Law) (this right shall not apply to shares and other convertible in to shares securities placed via private subscription among shareholders exclusively, if the shareholders are entitled to purchase a whole number of shares and other convertible in to shares securities in an amount in proportion to the number of shares of a given category (type) owned by the shareholders);
  • A person entitled to exercise his/her pre-emptive rights in regard to additional shares and convertible in to shares securities may exercise his/her pre-emptive rights fully or in part by filing a written application with the Company concerning the purchase of shares and convertible in to shares securities, accompanied by a document certifying payment for the purchased shares and convertible in to shares securities (Article 41 of the Law);
  • An entry in the register of the Company’s shareholders shall be made at the request of a shareholder or a nominee. The entry shall be made no later than three days from the date of the submission of documents stipulated by Russian regulations. Russian regulations may stipulate a shorter term for making an entry in the Company’s shareholders register
    (Article 45 of the Law);
  • Upon the request of a shareholder or a nominee, the Company’s registrar shall confirm a shareholder’s right to shares by issuing an extract from the shareholder register. The extract does not constitute a security (Article 46
    of the Law);
  • Voting at the General Shareholders Meeting shall be based on the “one vote-one share” principle, except for cases of cumulative voting, as stipulated by applicable Russian Law (Article 59 of the Law);
  • The Company or a shareholder(s) owning at least 1 percent of outstanding ordinary shares shall be entitled to file suit with a court of law against a member of the Company’s Board of Directors (the Supervisory Board), the Company’s sole executive body (the Director, the General Director), a member of the Company’s collective executive body (the Management Board, the directorate), or the management organization or the manager, concerning the indemnification of corporate losses. Filing suit with a court of law shall be permitted in cases stipulated by Paragraph 2 of Article 71 of Russian Law (Article 71 of the Law);
  • Each shareholder who owns shares of certain categories (types) which are subject to acquisition shall be entitled to sell the shares in question, whereas the Company shall purchase them (Article 72 of Russian Law);
  • The shareholder owning voting shares shall be entitled to demand to buy back their shares from the Company in whole or in part in the following cases.
In the case of corporate re-organization or the resolution of a major transaction which is subject to approval by the General Shareholders Meeting (as stipulated by Paragraph 2 of Article 79 of Russian Law), if the shareholders in question voted against said re-organization or the approval of said transaction, or if the shareholders did not participate in voting on said issues.

In the case of amendments and/or additions to the Company’s Charter or the approval of a new version of the Company’s Charter, if the shareholders in question voted against the corresponding resolutions or did not participate in voting (Article 75 of the applicable Law).

Procedure for recommending that issues be included in the agenda of the General Shareholders Meeting
Procedure for shareholders calling an Extraordinary General Meetings