General Meeting of Shareholders

The General Meeting of Shareholders of Evropeyskaya Elektrotekhnica carries out its activities in accordance with the Federal Law on Joint-Stock Companies and the Company’s Charter.

The Company annually holds the Annual General Meeting of Shareholders not earlier than two months and no later than six months after the end of the financial year. The procedure for preparation, convocation, holding and summarizing of the results of the General Meeting of Shareholders is determined by the current legislation, the Company’s Charter, and the Regulations on the General Meeting of Shareholders.

According to the Charter, the scope of functions of the General Meeting of Shareholders includes the following matters:

  • making modifications and amendments to the Charter or approval of the new version of the Charter;
  • reorganising the Company;
  • liquidating the Company, appointing the Liquidation Committee and approving the interim and final liquidation balance sheets;
  • determining the quantitative composition of the Company’s Board of Directors, electing its members and early terminating their powers, as well as paying remuneration and (or) compensation to members of the Board of Directors for their functions and adjusting the amount of remuneration;
  • determining the quantity, nominal value, category (type) of authorised shares and rights granted by these shares;
  • increasing the charter capital of the Company by appreciating par shares;
  • decreasing the charter capital of the Company by decreasing the nominal value of the shares, or through the acquisition by the Company of a part of the shares to reduce the total number of outstanding shares, or by redeeming the shares acquired or bought back by the Company;
  • electing the members of the Company’s Audit Commission and early terminating their powers;
  • approving the Auditor of the Company;
  • paying (declaring) dividends for the first quarter, six and nine months of the reporting year;
  • approving the Annual Report, annual accounting (financial) statements of the Company;
  • distributing the profit — including paying (declaring) dividends, excluding paying (declaring) dividends for the first quarter, six and nine months of the reporting year — and losses of the Company according to the results of the reporting year;
  • determining the procedure for the General Meeting of Company’s Shareholders;
  • splitting and consolidating the Company’s shares;
  • making decisions on authorisation or further approval of transactions in cases stipulated by Clause 83 of Federal Law “On Joint-Stock Companies”;
  • making decisions on authorisation or further approval of major transactions in cases stipulated by Clause 79 of Federal Law “On Joint- Stock Companies”;
  • purchasing the outstanding shares by the Company in cases specified by Federal Law No. 208-FZ “On Joint-Stock Companies” dated December 26, 1995;
  • making decisions on participation in financial industrial groups, associations and other unions of commercial organisations;
  • approving the internal documents that regulate the operations of the Company’s bodies;
  • making decisions on statements of delisting of Company’s shares and (or) its convertible securities;
  • solving other issues specified by Federal Law “On Joint-Stock Companies”.

The issues referred to the competence of the General Meeting of Shareholders cannot be transferred to other bodies of the Company. The General Meeting of Shareholders shall not be entitled to take decisions on issues that are not within its competence.