General Shareholders Meeting
General Shareholders Meeting is the supreme management body of OJSC “MOESK”
OJSC “MOESK” General Shareholders Meeting scope of functions in accordance with the Articles is the following:
In accordance with paragraph 10.2 of article 10 of OJSC “MOESK” Articles, the scope of functions of the General shareholders meeting is as follows:
- amendments introduction to the Articles or the approval of the Articles in new edition;
- Company’s reorganization;
- Company’s liquidation, liquidation committee appointment, approval of intermediate and final liquidation balances;
- determination of quality, nominal value, category (type) of the declared shares and rights presented by the shares;
- Company’s authorize capital increase by means of the nominal value increase or by means of the additional shares placement;
- Company’s’ authorized capital decrease by means of shares nominal value decrease, by means of Company’s acquisition of the part of shares to decrease their general amount and also by means of cancellation of acquired and bought out shares;
- dilution and consolidation of the Company’s shares;
- Decision taking on Company’s bonds placement converted into shares and other equity securities converted into shares;
- election of the members of the Company’s Board of Directors and early termination of their powers;
- Auditing committee members’ election and early termination of their powers;
- approval of the Company’s Auditor;
- Decision taking on transition of authority of the sole executive body of the Company to the managing organization (manager) and early termination of the organization (manager) powers;
- the approval of the annual report and annual financial statement including profit an loss report (profit and loss accounts) of the Company and also profit distribution (including payment (declaration) of dividends, except for profit distributed as dividends according to the results of the first quarter, half year, nine months of the financial year) and losses of the Company concerning the financial year results;
- payment (declaration) of dividends concerning the results of the first quarter, half year, nine months of the financial year;
- determination of the order of the general shareholders meeting carrying out.
- decision taking on approval of the company’s transactions determined by article 83 of the Federal law on “Joint-Stock Companies”;
- decision taking on major transaction approval determined by article 79 of the Federal law on “Joint-Stock Companies”
- decision taking on participation in financial and industrial groups, associations and other associations of the commercial organizations;
- internal documents approval, regulating the Company’s bodies activity;
- decisions taking on remunerations and/or compensations payments to the members of the Auditing committee of the Company;
- decisions taking on remunerations and/or compensations payment to the members of the Company’s Board of directors;
- other issues solution, determined by the Federal law on “Joint-Stock Companies”.
Issues covering the scope of functions of the General Shareholders Meeting cannot be transferred to the Board of Directors, Management Board or General Director of the Company.
General meeting of shareholders is not entitled to examine and take decisions concerning the questions not covering the scope of their functions determined by the Federal law “On Joint-Stock Companies” (paragraph 10.3 of article 10 of the Issuer’s charter).
General meeting of shareholders is not entitled to examine and take decisions concerning the questions not covering the scope of their functions determined by the Federal law “On Joint-Stock Companies” (paragraph 10.3 of article 10 of the Issuer’s charter).
