4.3 General Meeting of Stockholders
General Meeting of Stockholders is the supreme governing body of PAOPublic Joint-Stock Company Rosseti Ural. The exhaustive list of the General Meeting’s purview is described in the Federal Joint-Stock Companies’ Law and Company’s Charter[51]. Aspects comprising the General Meeting’s purview cannot be delegated to the Board of Directors, Executive Board and General Director of the Company. The General Meeting is not entitled to examine and decide on aspects that are not affirmed as its competence by the Federal Joint-Stock Companies’ Law. The Federal Joint-Stock Companies’ Law, Bank of Russia’s Regulations on General Meetings of Stockholders, the Charter and Regulations on the General Meeting of Stockholders stipulate preparation and conduct of the general meetings of stockholders of PAOPublic Joint-Stock Company Rosseti Ural.
Guided by recommendations of the Corporate Governance Code, the Company strives to provide its stockholders with a large variety of materials during arrangement of the general meeting to enhance feasibility of their decisions, including but not limited to the position of the Board of Directors with regard to the meeting agenda, charts and tables for comparison of the current versions and to-be-introduced revisions of the Company’s bylaws. All materials are posted on the Company’s official web-site and Interfax newswire web-page (agency accredited by the Bank of Russia for disclosures on securities and other financial instruments).
The Regulations on the General Meeting of Stockholders stipulate, in an easy-to-understand manner, the mechanics of the meeting, with stockholders permitted to discuss the agenda items and address relevant questions. Votes regarding agenda items of the General Meeting are tallied by the counting board. Its functions are performed by the independent registrar of the Company.
Annual General Meeting of Shareholders
Meeting date: 31.05.2024
Form: Letter ballot
Quorum: 87.2718%
Outcomes of the AGM in 2024
| Agenda item | Distribution of votes | Voting results | |
|---|---|---|---|
| 1 | Adoption of the Company’s FY2023financial year 2023 annual report, FY2023financial year 2023 annual financial statements |
IN FAVOR – 99.9993%
AGAINST – 0.0001% ABSTENTION – 0.0002% |
To adopt the Company’s FY2023financial year 2023 annual report and annual financial statements, as stated by Appendices No.1-2 posted on the official website: https://rosseti-ural.ru/company/controls/gsm/
Based on the voting results, the resolution on the agenda item is “PASSED”. |
| 2 | Approval of FY2023financial year 2023 profit allocation, incl. dividend payout |
IN FAVOR – 99.9990%
AGAINST – 0.0001% ABSTENTION – 0.0000% |
To approve the following FY2023financial year 2023 profit allocation:
RUBruble thousand) Unallocated profit (loss) of the reported period: 12,864,396 To distribute to: Reserve fund: 0 Dividends: 4,757,093 Recovery of the losses of previous periods: 0 Enterprise development: 8,107,303 2. To pay RUBruble 0.05441 as dividends per one common share of the Company as of FY2023financial year 2023 in monetary form. 3. Payment deadlines for nominal holders and trustees, being professional participants of securities market — maximum 10 business days, for other registered stockholders — maximum 25 business days after the record date. 4. To set 14 June 2024 as the record date. Based on the voting results, the resolution on the agenda item is “PASSED”. |
| 3 | 3M 2024 dividend payout, incl. dividend size, payout terms and form as well as record date |
IN FAVOR – 99.9997%
AGAINST – 0.0001% ABSTENTION – 0.0001% |
1. To pay RUBruble 0.03836 as dividends per one common share of the Company as of 3M2024 in monetary form.
2. Payment deadlines for nominal holders and trustees, being professional participants of securities market — maximum 10 business days, for other registered stockholders — maximum 25 business days after the record date. 3. To set 14 June 2024 as the record date. Based on the voting results, the resolution on the agenda item is “PASSED”. |
| 4 | Election of the Company’s Board of Directors | Cumulative voting |
To elect the following persons to serve on the Board of Directors:
1. Roman Avgustovich Dmitrik, 2. Natalia Aleksandrovna Ozhe, 3. Vitaly Vladimirovich Anikin, 4. Mikhail Aleksandrovich Bychko, 5. Marina Aleksandrovna Lavrova, 6. Daniil Vladimirovich Krainsky, 7. Aleksandr Mikhailovich Pyatigor, 8. Artem Gennadyevich Aleshin, 9. Maria Gennadyevna Tikhonova, 10. Elena Viktorovna Andreeva, 11. Aleksandr Viktorovich Shevchuk. Based on the voting results, the resolution on the agenda item is “PASSED”. |
| 5 | Election of the Company’s Board of Internal Auditors | Polling |
To elect the following persons to serve on the Board of Internal Auditors:
1. Svetlana Mikhailovna Trishina, 2. Anton Sergeevich Ulyanov, 3. Viktor Vladimirovich Tsarkov, 4. Lyudmila Stanislavovna Skrynnikova, 5. Gayane Robertovna Andriasova. Based on the voting results, the resolution on the agenda item is “PASSED”. |
| 6 | Approval of the Company’s auditor |
IN FAVOR – 99.9960%
AGAINST – 0.0002% ABSTENTION – 0.0032% |
To appoint the alliance of auditors (joint tenderer), comprised of OOOLimited Liability Company CATR – auditor services (lead joint tenderer) and OOOLimited Liability Company Interkom-audit (member of joint tenderer) as the Company’s auditor.
Based on the voting results, the resolution on the agenda item is “PASSED”. |
| 7 | Adoption of the Amended and Restated Charter |
IN FAVOR – 70.9626%
AGAINST – 29.0330% ABSTENTION – 0.0038% |
To adopt the Amended and Restated Charter, as stated in the Appendix disclosed at: https://rosseti-ural.ru/company/controls/gsm/
Based on the voting results, the resolution on the agenda item is “NOT PASSED”. |
The minutes of the 2023 AGM and AGM results report were disclosed on the official website at: https://rosseti-ural.ru/en/company/controls/gsm/.
Analysis of the AGM voting
The quorum of the 2023 AGM totaled 87.2718%, showing a considerable interest of shareholders. Shareholders supported the proposed resolution drafts on agenda items No. 1, 2, 3, 6. As for agenda item No.7, the resolution was not passed since the proposed resolution draft was not supported by a sufficient number of stockholders (3/4 majority).