4.3 General Meetings 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[46]. 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: 09.06.2023
Form: Letter ballot
Quorum: 86.9490%
Outcomes of the AGM in 2023
| Agenda item | Distribution of votes | Voting results |
|---|---|---|
| Adoption of the FY2022financial year 2022 Company’s annual report, annual financial statements |
IN FAVOR – 99.9958%
AGAINST — 0.0000% ABSTENTION – 0.0000% |
To adopt the Company’s FY2022financial year 2022 annual report and annual financial statements, as stated by Appendices No.1-2 posted on the official website: https://www.rosseti-ural.ru/company/controls/gsm/
Based on the voting results, the resolution on the agenda item is “PASSED”. |
| Approval of FY2022financial year 2022 profit allocation, incl. dividend payout (announcement) |
IN FAVOR – 99.9997%
AGAINST — 0.0000% ABSTENTION – 0.0001% |
1. To approve the following FY2022financial year 2022 profit allocation:
(RUBruble thousand) Unallocated profit (loss) of the reported period: 3,269,162 To distribute to: — Reserve fund: 0 — Enterprise development: 1,173,453 — Dividends, incl.: 2,095,709 9M2022 interim dividends (EGM Minutes dated 23.12.2022 No.19): 1,655,059 dividend due: 440,650 Recovery of the losses of previous periods: 0 2. To pay RUBruble 0.00504 as dividends per one common share of the Company as of FY2022financial year 2022 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 23 June 2023 as the record date (date when the list of entities entitled to collect dividends is prepared). Based on the voting results, the resolution on the agenda item is “PASSED”. |
| Election of the Company’s Board of Directors | Cumulative voting |
To elect the following persons to serve on the Board of Directors:
1. Aleksandr Viktorovich Shevchuk 2. Vitaly Vladimirovich Anikin 3. Roman Avgustovich Dmitrik 4. Natalia Aleksandrovna Ozhe 5. Daniil Vladimirovich Krainsky 6. Aleksandr Mikhailovich Pyatigor 7. Aleksandr Yuryevich Korneev 8. Andrey Petrovich Tulba 9. Elena Viktorovna Andreeva 10. Maria Gennadyevna Tikhonova 11. Irina Aleksandrovna Shagina. Based on the voting results, the resolution on the agenda item is “PASSED”. |
| Election of the Company’s Board of Internal Auditors | Polling |
To elect the following persons to serve on the Board of Internal Auditors:
1. Anton Sergeevich Ulyanov 2. Viktor Vladimirovich Tsarkov 3. Svetlana Mikhailovna Trishina 4. Olga Viktorovna Ostroukhova 5. Gayane Robertovna Andriasova. Based on the voting results, the resolution on the agenda item is “PASSED”. |
| Approval of the Company’s auditor |
IN FAVOR – 99.9705%
AGAINST — 0.0000% ABSTENTION – 0.0293% |
To appoint the alliance of auditors (joint tenderer), comprised of OOOLimited Liability Company CATR – auditor services (lead joint tenderer) and OOOLimited Liability Company Crowe Audex (member of joint tenderer) as the Company’s auditor.
Based on the voting results, the resolution on the agenda item is “PASSED”. |
| Introduction of amendments into the Charter, requiring filing with the Russian Ministry of Justice of an application on authorization of inclusion of the word, derived from the official name of the Russian Federation or Russia, into new corporate name of the Company |
IN FAVOR – 99.9661%
AGAINST — 0.0000% ABSTENTION – 0.0302% |
Amendments into the Charter were approved (visit for more details: https://rosseti-ural.ru/public/upload/content/files/IR%20-%20disclosure/IR/Changes2Charter090623eng.pdf).
Based on the voting results, the resolution on the agenda item is “PASSED”. |
The minutes of the 2022 AGM were disclosed on the official website at: https://rosseti-ural.ru/en/company/controls/gsm/.
Analysis of the AGM voting
The quorum of the 2022 AGM totaled 86.9490%, showing a considerable interest of shareholders. Shareholders supported the proposed resolution drafts on agenda item No.1 and 2. As for agenda items No.5 and 6, the shareholders also supported the proposed resolutions, the share of “Abstention” votes totaled 0.0293% and 0.0302%, respectively.