|
The charter of Open Society " Kuban sea trade port
"
APPROVED BY
The decision of general meeting
of founders From September, 06, 2005.
Article 1. General provisions.
1.1. The economic society « Kuban sea trade port » (further
in the text of the present charter a called SOCIETY) is founded
in the form of Joint-stock company by the decision of
general meeting of founders from September, 06, 2005 in the
order and on the conditions determined by this decision, and
also requirements Civil Code of the Russian Federation, the
Federal law « About joint-stock companies » from 26.12.1995
¹208-ÔÇ with changes and additions.
1.2. The present Charter (further - the Charter) is the basic
legal document determining the order of the organization and
realization of the current financial and economic activity
of Joint-stock company « Kuban sea trade port ». The
charter of the SOCIETY is the constituent document of the
SOCIETY and its requirement are obligatory for performance
by all bodies of the SOCIETY and its shareholders.
1.2.1. On demand of the shareholder, the auditor or any interested
person the SOCIETY is obliged in reasonable terms to give
to them an opportunity to familiarize with the charter of
the SOCIETY, including changes and additions to it. The SOCIETY
is obliged to give to the shareholder under his requirement
a copy of the working charter of the SOCIETY. The fee raised
by the SOCIETY for granting of a copy, cannot exceed expenses
for its manufacturing.
1.3. The full company name of the SOCIETY in Russian: Joint-stock company « Kuban sea trade port ».
The reduced company name of the SOCIETY in Russian: Open Society
« Kuban sea trade port »
The company name in English: JSC « Kuban Sea Trade Port ».
1.4. The location of the SOCIETY is determined by a place
of its state registration - Russian Federation, Krasnodar
region, 350901, Krasnodar, 40 Let Pobedy street, 39.
1.5. The SOCIETY is the commercial organization, which charter
capital is divided into the certain number of the shares certifying
liability laws of participants of a society (shareholders)
in relation to the SOCIETY.
Shareholders have the right to alienate shares belonging to
them without the consent of other shareholders and SOCIETY.
In the SOCIETY the establishment of the right of priority
of the SOCIETY or its shareholders on purchase of the shares
alienated by shareholders of this society is not supposed.
The SOCIETY has the right to carry out an open subscription
to shares, released by it and to carry out their free sale
in view of requirements of the Federal law from 26.12.1995
¹ 208-ÔÇ and other legal acts of the Russian Federation.
The SOCIETY has the right to carry out the closed subscription
to shares released by it except for cases when the opportunity
of carrying out of the closed subscription is limited to requirements
of legal acts of the Russian Federation.
The number of shareholders of the SOCIETY is not limited.
1.6. The SOCIETY is considered created as the legal person
from the moment of its state registration.
The SOCIETY is created without restriction of term.
1.7. The SOCIETY is the legal person and has in the property
the detached property, which is taken into account on its
independent balance, can get and carry out on its own behalf
property and personal non-property rights, to perform duties,
to be the claimant and the respondent in court.
Before payment of 50 percent of shares of the SOCIETY distributed
among its founders, the SOCIETY has no right to make the transactions,
which have been not connected to establishment of the SOCIETY.
1.8. The SOCIETY has civil rights, performs the duties necessary
for realization of any kinds of activity, not forbidden by
federal laws.
The basic purpose of creation and activity of the SOCIETY
is reception arrived by satisfaction of public needs through
manufacture and realization of the competitive goods, qualitative
performance of works and rendering of the qualified services,
including by development and realization of investment projects
of development of economy and an economic complex of Krasnodar
region, construction of new seaport, manufacture of services
(production and works), usually rendered in seaports.
For achievement of the specified purpose the SOCIETY has the
right to carry out any kinds of the activity which has been
not forbidden by the legislation of the Russian Federation,
including:
1) Development and realization of the most important investment
projects;
2) Marketing, consulting, engineering services;
3) Management of the enterprises, management;
4) Performance design, technological, promotional, expert,
consulting, design works and services, industrial and civil
work;
5) Intermediary commercial and investment activity;
6) Performance of functions of the customer and the builder
in construction; realization of functions of the general contractor
in construction;
7) Work on a securities market, realization when due hereunder
operations with securities, share operations;
8) Purchase, creation and distribution of intellectual kinds
of the property;
9) Carrying out of the patent and license and tactical analysis
of the market, sale and purchase of patents, licenses, technologies,
a know-how;
10) Activity on creation and management of investment funds
and share investment funds; activity specialized depository
investment funds and share investment funds;
11) Financial rent (leasing);
12) Advertising activity, manufacture of advertising production;
13) Realization of all kinds of operations with the real estate:
rent, sale and purchase of buildings, structures, constructions,
the ground areas, etc. (according to the current legislation);
14) Handling works, storage and cargo handling;
15) Extraction, transportation, an overload, accumulation
and realization of building gravel, sand, rubble and other
nonmetallic materials;
16) Transportations of cargoes and passengers by river and
sea courts;
17) Ship repair, shipbuilding, mechanical engineering;
18) Complex maintenance of fleet;
19) Construction and operation of ports, objects of hydroconstructions,
buildings and constructions;
20) Trailing and dredging works with exhibiting the navigating
equipment according to working normative documents;
21) Construction and operation of tank farms (storage, transloading,
cargo operations with oil);
22) Refuelling own and other machinery (technical equipment),
and also machinery (technical equipment) of the foreign organizations
and citizens on fuelling stations and gasoline stations of
the Society;
23) Transportation of cargoes on all types of transport both
on own, and on the involved vehicles;
24) Preparation, processing, manufacture and realization of
timber products;
25) Manufacture of the consumer goods and non-consumer goods;
26) Rendering paid services to the population, including services
of public catering;
27) Rendering municipal services, services of power supply,
services of a radio communication, telecommunication, navigating
communication(connection);
28) Construction, reconstruction and repair of objects of
social and industrial purposes;
29) Warehousing;
30) The organization and conducting a hotel facilities(economy);
31) Preparation and retraining of personnel, educational and
other pedagogical activity;
32) Rendering medical services;
33) Trade in all kinds of the goods, not contradicting to
the legislation of the Russian Federation;
34) Wholesale and retail, including exchange and auction,
sale and purchase of industrial, agricultural, building and
other production of various purpose, including the consumer
goods, production of national crafts, food stuffs, including
beer and alcoholic drinks;
35) Opening outlets, shops, wholesale trading depots;
36) Participation in realization and development of financial
and navigable projects;
37) Building, construction, repair - building, design prospecting,
restoration, painting and decorating;
38) Repair of the industrial equipment, motor transport, building
and household machinery;
39) Rendering paid legal, representation, administrative,
advertising services, other practices in interests of contractors;
40) Conducting foreign trade activities in various forms in
the order established by the current legislation, including
realization of all kinds of export - import operations with
Russian, foreign legal and physical persons, including within
the framework of direct industrial and trading connections,
on the basis of global and single barters, compensatory contracts,
contracts about the international cooperation and other adjacent
forms of the external economic cooperation according to the
current legislation of the Russian Federation, and also intermediary
activity in realization of export - import transactions.
And also other kinds of activity, which are not contradicting
to the legislation of the Russian Federation.
Separate kinds of activity which list is determined by federal
laws, the SOCIETY can be engaged only on the basis of the
special sanction (license). If conditions of granting of the
special sanction (license) for certain kind of activity stipulate
the requirement about occupation by such activity as exclusive
the SOCIETY during validity of the special sanction (license)
has no right to carry out other kinds of activity, except
for the kinds of activity stipulated by the special sanction
(license) and it accompanying.
1.9. The SOCIETY has the right to open accounts in establishments
of banks in territory of the Russian Federation and behind
its limits.
1.10. The SOCIETY has the round stamp containing its full
company name in Russian and the indication on a place of its
presence. The company name of a society can be specified in
a seal in foreign language also.
The society has the right to have stamps and forms with the
name, own logo, and also the trademark registered subject
to applicable regulations and other means of visual identification.
1.11. The SOCIETY answers under the obligations all property
belonging to it and does not answer for obligations of shareholders.
The state and its bodies do not bear the responsibility under
obligations of the SOCIETY, no less than the SOCIETY does
not answer for obligations the state and its bodies.
1.12. Shareholders do not answer for obligations of the SOCIETY
and bear risk of the losses connected to its activity, within
the limits of cost of shares belonging to them.
The shareholders, who not completely have paid the shares,
bear joint liability under obligations of the SOCIETY within
the limits of the outstanding part of cost of shares belonging
to them.
1.13. The SOCIETY can create branches and open representations
in territory of the Russian Federation with observance of
requirements of the Federal law from 26.12.1995 ¹ 208-ÔÇ and
other federal laws.
Creation by a society of branches and opening of representations
outside territory of the Russian Federation are carried out
also according to the legislation of the foreign state on
the location of branches and representations if other is not
stipulated by the international contract of the Russian Federation.
1.14. The SOCIETY can have affiliated and dependent societies
with the right of the legal person on the territories of the
Russian Federation created according to the Federal law from
26.12.1995 ¹ 208-ÔÇ and other federal laws, and outside territory
of the Russian Federation - according to the legislation of
the foreign state on the location of affiliated or dependent
societies if other is not stipulated by the international
contract of the Russian Federation.
1.14.1. The society admits affiliated if other (main) economic
SOCIETY (company) by virtue of prevailing participation in
its charter capital, or according to contract concluded by
them, or otherwise has an opportunity to define decisions
taken by such society.
1.14.2. The society admits dependent if other (prevailing)
society has more than 20 percent of voting shares of the first
society.
The society, which has got more than 20 percent of voting
shares of a society, is obliged to officially inform (publish)
on it in the order determined by federal executive authority
on a securities market and federal antimonopoly body.
Article 2. Charter capital of the company.
2.1. Charter capital of the SOCIETY is made of an asset
value of shares of the SOCIETY got by shareholders, and defines
the minimal size of property of the SOCIETY guaranteeing interests
of its creditors.
Charter capital of the SOCIETY is formed at a rate of 30000000
(thirty millions) roubles, divided on 100 ordinary registered
stocks by an asset value 300000 (three hundred thousand) roubles
for one share. Shares are issued in the paperless form.
2.2. The SOCIETY under the decision of general meeting has
the right to increase the charter capital by increase in an
asset value of shares or placement of additional shares.
The increase in the charter capital of the SOCIETY can be
performed after its full payment.
2.2.1. The society has the right to place in addition 100
(hundred) ordinary inscribed stocks with total nominal value
30000000 (thirty millions) roubles (authorized shares). The
authorized shares give to the shareholder the rights stipulated
by article 3 of the present Charter.
The decision on increase in the charter capital of the society
by placement of additional shares is accepted by General meeting
of shareholders of the SOCIETY.
The increase of the charter capital of the society by means
of placement of additional shares can be carried out for account
of property of the society.
At increase in the charter capital of the SOCIETY for account
of its property by placement of additional shares, these shares
are distributed among all shareholders. Thus to each shareholder
get shares of the same category (type), as the share, which
belong to him in proportionally to quantity shares belonging
to him. The increase of the charter capital of the SOCIETY
for account of its property by placement of additional shares
resulting in fractional shares , is not accepted.
2.2.2. The increase of the charter capital of the SOCIETY
by increase nominal value of shares is carried out only for
account of property of the society.
The decision on increase of the charter capital of the SOCIETY
by increase of nominal value of shares can be accepted by
general meeting of shareholders.
2.2.3. Adding changes, connected to increase of the charter
capital of the SOCIETY, to the charter of the SOCIETY, is
carried out on the basis of the decision on increase in the
charter capital of the SOCIETY and the registered report on
results of a share issue.
2.3. The SOCIETY has the right, and in the cases stipulated
by the Federal law from 26.12.1995 ¹ 208-ÔÇ, is obliged to
reduce the charter capital.
The SOCIETY has the right to reduce the charter capital by
reduction of a nominal value of shares or reductions of their
total, including, by purchase and repayment of a part of shares.
The SOCIETY has the right to get the shares placed by it under
the decision of general meeting of shareholders on reduction
of the authorized capital of the SOCIETY by purchase of a
part of the placed shares with a view of reduction of their
total.
The shares got by the SOCIETY on the basis of accepted general
meeting of shareholders of the decision on reduction of the
authorized capital of the SOCIETY by purchase of shares with
a view of reduction of their total, are repaid at their purchase.
2.3.1. The SOCIETY has no right to reduce the charter capital
if as a result of such reduction its size begins less the
than minimal size of the authorized capital determined according
to the federal law for date of representation of documents
for the state registration of respective alterations in the
charter of the SOCIETY, and in cases if according to the Federal
law the SOCIETY is obliged to reduce the charter capital,
- by date of the state registration of a society.
2.3.2. The decision on reduction of the authorized capital
of the SOCIETY is accepted by general meeting of shareholders.
2.3.3. Within 30 days from the date of decision-making on
reduction of the authorized capital the society is obliged
to notify in writing on reduction of the authorized capital
of a society and about its new size of creditors of a society,
and also to publish in the printed edition intended for the
publication of the data on the state registration of legal
persons, the message on the accepted decision. Thus creditors
of a society have the right within 30 days from the date of
the notice or within 30 days from the date of publication
of the message on the accepted decision in writing to demand
the prescheduled termination or performance of corresponding
obligations of the society and compensation of losses by it.
2.3.4. The state registration of changes in the charter of
the society, connected with reduction of the authorized capital
of the society, is carried out at presence of proofs of the
notice to creditors.
Article 3. Rights of shareholders. Shares, bonds and other
issue securities of a society. Funds and net assets of the
society.
3.1. According to the Federal law « About joint-stock companies
» and the present charter, shareholders - owners of ordinary
registered stocks of the SOCIETY can participate in general
meeting shareholders with a vote on all questions of its competence,
and also have the right to receive dividends, and in case
of liquidation of the SOCIETY - the right receive a part of
its property.
3.2. Converting ordinary shares in preference shares, bonds
and other securities are not possible.
3.3. Voting on general meeting of shareholders is carried
out by a principle " one voting share of a society -
one voice ", except for carrying out of cumulative voting.
The voting share of the SOCIETY - the ordinary share giving
to the shareholder - its owner, a vote at the decision of
the question put on voting.
3.4. Rights of shareholders for shares of the SOCIETY are
recorded in registration database of shareholders of the SOCIETY
- records on their personal accounts at the holder of the
register. The holder of the shareholders register of the society
is the professional participant of a securities market who
is carrying out activity on conducting of the register of
owners of nominal securities (further the registrar).
3.4.1. The right for shares of the SOCIETY goes to the purchaser
from the moment of entering receipt records under the personal
account of the purchaser in the SOCIETY shareholders register.
The rights fixed by shares of the SOCIETY, pass to their purchasers
from the moment of transition of the rights to these shares
which should be accompanied by the notice of the registrar
of the SOCIETY.
3.4.2. The holder of the SOCIETY shareholders register on
demand of the shareholder or the nominal holder of shares
is obliged to confirm his rights for share by delivery of
an extract from the SOCIETY shareholders register which is
not a valuable paper.
3.5. The person registered in the SOCIETY shareholders register,
is obliged to inform in due time the holder of the register
of shareholders of the SOCIETY on change of the data. In a
case of failing to do it, the SOCIETY and the registrar do
not bear) the responsibility for caused in this connection
losses.
3.6. The SOCIETY has the right to place bonds and other issue
securities stipulated by legal acts of the Russian Federation
about paper holdings.
3.6.1. Placement of bonds and other issue securities performed
by the SOCIETY is carried out under the decision of board
of directors of the SOCIETY.
3.6.2. Placement of the bonds convertible in the shares, and
other issue securities convertible in the share, done by the
SOCIETY, should be carried out under the decision of board
of directors of the SOCIETY.
3.7. The shares of the SOCIETY distributed at its establishment,
should be completely paid within one year from the moment
of the state registration of the SOCIETY if smaller term is
not stipulated by the contract about creation of a society.
Not less than 50 percent of shares of the SOCIETY distributed
at its establishment should be paid within three months from
the moment of the state registration of the SOCIETY.
The share belonging to the founder of the SOCIETY, gives a
vote after payment of 50 % of its cost.
Additional shares and other issue securities of the SOCIETY
placed by a subscription are placed under condition of their
full payment.
3.8. Payment of the shares distributed among founders of the
SOCIETY at its establishment, the additional shares placed
by means of a subscription, can be done in cash, securities,
other items of property or property rights or other rights
having a monetary estimation. The form of payment of shares
of the SOCIETY at its establishment is determined by the SOCIETY
foundation contract, and of additional shares – by the decision
on their placement. Payment of other issue securities can
be carried out only in money.
3.9. In the SOCIETY the reserve fund is created at a rate
of 10 (ten) percent from its authorized capital.
The reserve fund of the SOCIETY is formed by obligatory annual
deductions before achievement in the sum 3000000 (three millions)
roubles.
The size of annual deductions makes 10 (ten) percent from
net profit up to achievement of the size established by the
charter of the society.
The reserve fund of the society is intended for a covering
its losses, and also for repayment of bonds of the society
and the repayment of shares of the society in case of absence
of other means.
The reserve fund cannot be used for other purposes.
3.10. Cost of net assets of the society is estimated according
to book keeping in the order established by the Ministry of
Finance of the Russian Federation and federal executive authority
on a securities market.
Article 4. Distribution of the profit, dividends of the
society.
4.1. The society has the right to make decisions (to declare)
by results of fiscal year) about payment of dividends on the
placed shares if other is not established by the Federal law
from 26.12.1995 ¹ 208-ÔÇ.
The society is obliged to pay dividends declared under each
type of share. Dividends are paid by money.
4.2. A source of payment of dividends is the profit of the
SOCIETY after the taxation (net profit of a society). The
net profit of a society is defined in accordance with the
accounting reporting of the society.
4.3. Decisions on payment (declaration) of dividends, including
dividend size determination and the form of payment under
shares of each category (type), are accepted by general meeting
of shareholders. The size of dividends cannot be more than
the recommended by the SOCIETY board of directors.
4.4. Term and the order of payment of dividends are determined
by the decision of general meeting of shareholders concerning
the payment of dividends. In case if the term of payment of
dividends is not determined by the charter of the SOCIETY,
term of their payment should not exceed 60 days from the date
of decision-making on payment of dividends.
The list of the persons entitled to receive dividends, is
made for date of drawing up of the list of the persons having
the right to participate in general meeting of shareholders
on which it is made a decision on payment of corresponding
dividends. For making a list of persons entitled to receive
dividends, the nominal holder of shares submits data on persons
in which interests he holds shares for.
Article 5. General meeting of shareholders of the society.
5.1. The supreme body of management of the society is a
general shareholders meeting.
The society is obliged to carry out general shareholders meeting
annually.
Annual general meeting of shareholders shall be carried out
not earlier than in two months and not later than six months
after the termination of fiscal year of the SOCIETY.
All other general meetings of shareholders except the specified
above are out of turn.
5.2. General meeting of shareholders of the SOCIETY can make
decisions on the following issues within their sphere:
1) Modification and additions in the charter of the society
or the statement of the charter of a society in a new wording;
2) Reorganization of the society;
3) Liquidation of the society, liquidating committee assignment
and ratification of intermediate and final liquidating balances;
4) Formation of an executive body of the SOCIETY and prescheduled
termination of its powers;
5) Definition of quantitative structure of board of directors
of the society, election of its members and the prescheduled
termination of their powers;
6) Definition of quantity, nominal value , and category (type)of
the declared shares and the rights given by these shares;
7) Increase of the authorized capital of the society through
raise of nominal value of shares or by placement of additional
shares;
8) Reduction of the authorized capital of the society by reduction
of a nominal value shares, through purchase by the society
of a part of shares with a view of reduction of their total,
and also by repayment of the shares got or redeemed by a society;
9) Election of audit committee members (auditors) of the society
and the prescheduled termination of their powers;
10) Appointment of the auditor of the society;
11) Payment of dividends as per the results of one fiscal
year;
12) Approval of annual reports, the annual accounting reporting,
including reports on profits and on losses (surplus and loss
accounts) ,also distribution of the profit (including payment
of dividends, except for the profit distributed as dividends
as per the results of the first quarter, the half-year, nine
months of fiscal year and losses of the society as per the
results of one fiscal year;
13) Order definition of general shareholders meeting;
14) Election of members of the accounting committee and the
prescheduled termination of their powers;
15) Share split and reverse split;
16) Decision-making on approval of transactions in the cases
stipulated by clause(article) 83 of the Federal law from 26.12.1995
¹ 208-ÔÇ;
17) Decision-making on approval of large transactions in the
cases stipulated by clause(article) 79 of the Federal law
from 26.12.1995 ¹ 208-ÔÇ;
18) Purchase by a society of the placed shares in the cases
stipulated by the Federal law from 26.12.1995 ¹ 208-ÔÇ;
19) Decision-making on participation in the holding companies,
financial and industrial groups, associations and other associations
of the commercial organizations;
20) Approval of internal documents regulating activity of
bodies of the society;
21) Solutions to other issues stipulated by the Federal law
« About joint-stock companies » from 26.12.1995 ¹ 208-ÔÇ.
5.3. Except for the cases established by federal laws, a vote
on general meeting of shareholders on the questions put on
voting, possess:
Shareholders - owners of ordinary shares of the society;
The voting share of the society is the ordinary share giving
to the shareholder – its owner, a vote at the decision of
the issue put on voting.
5.3.1. The decision of general meeting of shareholders on
a n issue put on voting, is accepted by the majority of voices
of shareholders - the owners of voting shares of the society
participating in assembly if for decision-making by the Federal
law from 26.12.1995 ¹ 208-ÔÇ other is not established.
Calculation of voices on general meeting of shareholders on
a question put on voting, a vote at which decision shareholders
- owners of ordinary shares of the society possess, is carried
out under all voting shares jointly, if other is not provided
by the Federal law from 26.12.1995 ¹ 208-ÔÇ.
5.3.2. The decision on the questions specified in sub items
2, 7 and 15-19 items) 5.2. of the present charter, is accepted
by general meeting of shareholders only under the offer of
board of directors of the society.
5.3.3. The decision on the questions specified in sub items
1 - 3, 6, 17 and 18 items(points) 5.2. of the present charter,
is accepted by general meeting of shareholders by the majority
in three quarters of voices of shareholders - owners of the
voting shares participating in general meeting of shareholders.
5.4. The order of acceptance of the decision by general meeting
of shareholders is established by the internal documents of
the society approved by the decision of general meeting of
shareholders.
5.5. General meeting shareholders has no right to make to
solve the matters which have been not included into agenda
of the meeting, and also to change the agenda.
5.6. The decision of general meeting of shareholders can be
accepted without carrying out of assembly (joint presence
of shareholders for discussion of questions of the agenda
and decision-making on the questions put on voting) by carrying
out of correspondence voting.
5.6.1. General shareholders meeting, which agenda includes
questions on election of board of directors of the SOCIETY,
a revision committee (auditor) of the SOCIETY, appointment
of the auditor of the SOCIETY, and also the questions stipulated
by sub item 13 of item 5.2. of the present charter, cannot
be carried out in the form of correspondence voting.
5.7. The list of the persons having the right on participation
in general meeting of shareholders, is made on the basis of
the data of the register of shareholders of the SOCIETY and
according to rules stipulated by the Federal law from 26.12.1995
¹ 208-ÔÇ. Date of drawing up of the list of the persons having
the right on participation in general meeting of shareholders,
is determined in accordance with the rules stipulated by the
Federal law from 26.12.1995ã. ¹ 208-ÔÇ.
5.8. In the message on carrying out of general meeting of
shareholders should be specified:
- The full company name of the SOCIETY and the location of
the SOCIETY;
- The form of carrying out of general meeting of shareholders
(assembly or correspondence voting);
- Date, a place, time of carrying out of general meeting of
shareholders and in a case when at carrying out of general
meeting of shareholders, except for the general meeting of
shareholders spent for the form of correspondence voting,
the filled bulletins can be directed to the SOCIETY, the post
address on which the filled bulletins can go, or in case of
carrying out of general meeting of shareholders in the form
of correspondence voting a date closed of reception of bulletins
for voting and the post address on which the filled bulletins
should go;
- Date of drawing up of the list of the persons entitled to
participate in general meeting of shareholders;
- The agenda of general meeting of shareholders;
- The order of acquaintance with the information (materials)
subject to granting by preparation for carrying out of general
meeting of shareholders, and address on which it is possible
to familiarize with it.
5.9. The shareholders (shareholder) being in aggregate owners
not less than 2 percent of voting shares of the SOCIETY, have
the right to bring in questions to the agenda of annual general
meeting shareholders and to put forward candidates for Board
of directors of the SOCIETY (further - COUNCIL), a revision
committee and the accounting commission of the SOCIETY, which
number cannot exceed quantitative structure of corresponding
body of the SOCIETY, and also the candidate on a post of an
individual agency. Such offers should come in force in the
SOCIETY not later than in 30 days after the termination of
fiscal year.
5.9.1. In case if the suggested agenda of out-of-turn general
meeting of shareholders contains a question on election of
members of COUNCIL, the shareholders (shareholder) of the
SOCIETY being in aggregate owners not less than 2 percent
of voting shares of the SOCIETY, have the right to offer candidates
for election in COUNCIL. This number cannot exceed quantitative
structure of COUNCIL. Such offers should be received by the
SOCIETY not later than 30 days prior to date of carrying out
of out-of-turn general shareholders meeting;
5.9.2. To offer issues to add into agenda of general meeting
of shareholders and the offer on promotion of candidates are
brought in writing with the indication of a name of the shareholders
(shareholder) who have presented them, quantities of shares
belonging to them and should be signed by shareholders (shareholder).
Suggestion to add issues to the agenda of general meeting
of shareholders should contain the formulation of each offered)
question, and the offer on promotion of candidates - a name
of each nominated candidate, the name of body, for election
in which it is offered, and also other data on it, stipulated
by the present charter or internal documents of the SOCIETY.
The offer on entering questions in the agenda of general meeting
of shareholders can contain the formulation of the decision
on each suggested question;
5.9.3. COUNCIL is obliged to consider arrived offers and to
make the decision on their inclusion in the agenda of general
meeting of shareholders or on refusal in inclusion in the
specified agenda not later than five days after the termination
of the terms established by item 6.9. of the present charter.
The question suggested by shareholders (shareholder), is subject
to inclusion in the agenda of general meeting of shareholders,
is equal as proposed candidates are subject to inclusion in
the list of nominees for voting on elections to corresponding
body of the SOCIETY, except for cases, if:
- Shareholders (shareholder) do not observe target dates of
entering of offers in the agenda of assembly;
- Shareholders (shareholder) are not owners of 2 or more percent
of voting shares of the SOCIETY;
- The offer does not meet the requirements stipulated by the
present item;
- The question offeredfor entering into the agenda of general
meeting of shareholders of the SOCIETY, is not related to
its competence or does not meet the requirements of the legislation
of the Russian Federation.
COUNCIL has no right to make change to formulations of the
offered questions for inclusion in the agenda of general meeting
of shareholders, and the formulation of decisions on such
questions;
5.9.4. The motivated decision of COUNCIL on refusal in inclusion
of the offered question in the agenda of general meeting of
shareholders or the candidate for the list of nominees for
voting on elections to corresponding body of the SOCIETY goes
to the shareholders (shareholder) who brought in a question
or has put forward the candidate, not later than three days
from the date of his acceptance.
The decision of COUNCIL on refusal in inclusion of a question
in the agenda of general meeting of shareholders or the candidate
for the list of nominees for voting on elections to corresponding
body of the SOCIETY, and also evasion of COUNCIL from decision-making
can be appealed against in court;
5.9.5. Besides the offered questions for inclusion in the
agenda of general meeting of shareholders by shareholders,
and also in case of absence of such offers, absence or insufficient
number of the candidates suggested by shareholders for formation
of corresponding body, COUNCIL has the right to include into
agenda of general meeting of shareholders questions or candidates
for the list of nominees at own discretion.
5.10. Extraordinary general meeting shareholders is carried
out under the decision of COUNCIL on the basis of its own
initiative, the requirement of a revision committee of the
SOCIETY, the auditor of the SOCIETY, and also the shareholders
(shareholder) being owners not less than 10 percent of voting
shares of a society for date of presentation of the requirement.
Convocation of extraordinary general meeting of shareholders
on demand of a revision committee of the SOCIETY, the auditor
of the SOCIETY or the shareholders (shareholder) being owners
not less than 10 percent of voting shares of the SOCIETY,
is carried out by COUNCIL.
5.10.1. Out-of-turn general shareholders meeting, convoked
on demand by audit committee of the SOCIETY, the auditor of
the SOCIETY or the shareholders (shareholder) being owners
not less than 10 percent of voting shares of the SOCIETY,
should be conducted within 40 days from the moment of proposal
to carry out an out-of-turn general meeting shareholders.
If the suggested agenda of out-of-turn general meeting of
shareholders contains a question on election of members of
COUNCIL such general meeting of shareholders should conducted
within 70 days from the moment of proposal to carry out of
extraordinary general meeting shareholders.
5.10.2. In cases when according to requirements of the law,
COUNCIL is obliged to make the decision on carrying out of
out-of-turn general shareholders meeting, such general meeting
of shareholders should conducted within 40 days from the moment
of decision-making on its carrying out by COUNCIL.
In cases when according to requirements of the law COUNCIL
is obliged to make the decision on carrying out of out-of-turn
general meeting shareholders for election of members of COUNCIL,
such general meeting of shareholders should be conducted within
70 days from the moment of decision-making on its carrying
out by COUNCIL;
5.10.3. In the requirement about carrying out of out-of-turn
general shareholders meeting the questions subject to entering
into the agenda of assembly should be formulated. In the requirement
about carrying out of out-of-turn general shareholders meeting
formulations of decisions on each of these questions, and
also the offer on the form of carrying out of general meeting
of shareholders can contain. In case the requirement about
convocation of out-of-turn general shareholders meeting contains
the offer on promotion of candidates, corresponding positions
of the present charter are distributed to such offer.
COUNCIL has no right to make changes in formulations of questions
of the agenda, the formulation of decisions on such questions
and to change the suggested form of carrying out of out-of-turn
general meeting of shareholders, convoked on demand of a revision
committee of the SOCIETY, the auditor of the SOCIETY or the
shareholders (shareholder) being owners not less than 10 percent
of voting shares of the SOCIETY;
5.10.4. In case the requirement about convocation of out-of-turn
general shareholders meeting proceeds from shareholders (shareholder),
it should contain names of the shareholders (shareholder)
demanding convocation of such assembly, and the indication
of quantity, a category (type) shares belonging to them. The
requirement about convocation of extraordinary general meeting
shareholders subscribes the persons (person) demanding convocation
of extraordinary general meeting of shareholders;
5.10.5. Within five days from the date of presentation of
the requirement of a revision committee of the SOCIETY, the
auditor of the SOCIETY or the shareholders (shareholder) being
owners not less than 10 percent of voting shares of the SOCIETY,
about convocation of extraordinary general meeting shareholders
by COUNCIL the decision on convocation of out-of-turn general
shareholders meeting or on refusal in its convocation should
be accepted.
The decision on refusal in convocation of out-of-turn general
shareholders meeting on demand of an auditor committee of
the SOCIETY, the auditor of the SOCIETY or the shareholders
(shareholder) being owners not less than 10 percent of voting
shares of the SOCIETY, can be accepted in case:
- The order of presentation of the requirement established
by the present charter about convocation of out-of-turn general
shareholders meeting is not observed;
- The shareholders (shareholder) demanding convocation of
out-of-turn general shareholders meeting, are not owners of
10 and more percent of voting shares of the SOCIETY for date
of presentation of the requirement;
- Any of the questions suggested for entering into the agenda
of extraordinary general meeting of shareholders, is not related
to its competence or does not meet the requirements of the
legislation of the Russian Federation;
5.10.6. The decision of COUNCIL on convocation of out-of-turn
general shareholders meeting or the motivated decision on
refusal in its convocation goes to the persons demanding its
convocation, not later than three days from the moment of
acceptance of such decision.
The decision of COUNCIL on refusal in convocation of out-of-turn
general shareholders meeting can be appealed against in court;
5.10.7. In case during the term established by the present
charter COUNCIL the decision on convocation of out-of-turn
general shareholders meeting is not accepted or the decision
on refusal in its convocation is accepted, bodies and the
persons demanding its convocation can call out-of-turn general
shareholders meeting. Thus bodies and persons, convoked out-of-turn
general shareholders meeting, possess the powers stipulated
by the present charter necessary for convocation and carrying
out of general meeting of shareholders.
In this case charges on preparation and carrying out of general
meeting of shareholders can be compensated under the decision
of general meeting of shareholders due to means of the SOCIETY.
5.11. In a society with number of shareholders - owners of
voting shares of the society more than hundred are created
the accounting commission, quantitative and which personal
structure affirms general meeting of shareholders.
In a society, the holder of which register of shareholders
is the registrar, performance of functions of the accounting
commission can be entrusted to it.
In a society with number of shareholders - the registrar carries
out owners of voting shares more than 500 functions of the
accounting commission.
5.12. The right on participation in general shareholders meeting
is carried out by the shareholder directly, and through the
representative.
The shareholder has the right to replace at any time the representative
on general meeting of shareholders or personally to take part
in general shareholders meeting.
The representative of the shareholder on general meeting of
shareholders operates according to the powers based on indications
of federal laws or acts of authorized state bodies or institutions
of local government or the power of attorney, made in writing.
The power of attorney on voting should contain data about
represented and the representative (a name or the name, a
residence or the location, nameplate data). The power of attorney
on voting should be made out according to requirements of
items 4 and 5 articles 185 of the Civil code of the Russian
Federation or is certified notarially.
The right on the prescheduled termination of powers of the
representative of the legal person - shareholder is given
to corresponding controls of its general meeting which has
appointed with the obligatory notice of shareholders.
5.13. General shareholders meeting is competent (has quorum)
if the shareholders possessing in aggregate more than half
of voices of placed voting shares of the SOCIETY have taken
part in it.
Taken part in general shareholders meeting, the shareholders
registered for participation in it, and shareholders which
bulletins are received not later than two days before date
of carrying out of general meeting of shareholders are considered.
Taken part in the general meeting of shareholders conducted
in form of correspondence voting, shareholders which bulletins
are received up to a date closed of reception of bulletins
are considered.
If the agenda of general meeting of shareholders includes
questions, voting on which is carried out by different structure
voting, definition of quorum for decision-making on these
questions is carried out separately. Thus absence of quorum
for decision-making on questions, voting on which is carried
out by one structure voting, does not interfere with decision-making
on questions, voting on which is carried out by other structure
voting for which acceptance the quorum is present.
5.14. Voting on general meeting of shareholders is carried
out by a principle " one voting share of a society -
one voice ", except for carrying out of cumulative voting
in a case stipulated by the Federal law from 26.12.1995 ¹
208-ÔÇ.
5.14.1. The decisions accepted by general meeting of shareholders,
and also results of voting are disclosed on general meeting
of shareholders during which taken voting, or lead up not
later than 10 days after drawing up of the report on results
of voting in the form of the report on results of voting to
data of the persons included in the list of persons, having
the right on participation in general meeting shareholders,
in the order stipulated for the message on carrying out of
general meeting of shareholders.
5.14.2. The report of general meeting of shareholders is made
not later than 15 days after closing general meeting shareholders
in duplicate. Both copies subscribe presiding on general meeting
of shareholders and the secretary of general meeting of shareholders.
In the report of general meeting of shareholders are specified:
- A place and time of carrying out of general meeting of shareholders;
- Total of voices which shareholders - owners of voting shares
of the SOCIETY possess;
- Number of voices which the participant shareholders in assembly
possess;
- Chairman and the secretary of the meeting, the agenda of
the meeting.
The minutes of general meeting of shareholders of the SOCIETY
contains provisions of speeches, the questions put on voting,
and results of voting on them, the decisions accepted by assembly
should be included.
5.15. The shareholder has the right to appeal against the
decision accepted by general meeting of shareholders with
infringement of requirements of the legislation of the Russian
Federation and the present charter in court in case it did
not accept participation in general shareholders meeting or
voted against acceptance of such decision and the specified
decision breaks his rights and legitimate interests. Such
statement can be sent to court within six months since date
when the shareholder was notified or should have been notified
about the accepted decision.
Article 6. Board of directors of the society.
6.1. The board of directors of the society (further – COUNCIL)
implements the general management of the society, except for
the issues related to the present charter and the Federal
law from 26.12.1995 ¹ 208-ÔÇ to the competence of general
meeting of shareholders.
6.1.1. COUNCIL is selected by general meeting of shareholders
in the order stipulated by the Federal law from 26.12.1995
¹ 208-ÔÇ and the present charter, till the following annual
general shareholders meeting consisting of five persons.
If annual general meeting of shareholders has not been conducted
to the terms established by the present charter, powers of
COUNCIL stop, except for powers on preparation, convocation
and carrying out of annual general meeting of shareholders.
6.1.2. The persons elected into the COUNCIL, can be re-elected
unlimited number of times. Under the decision of general meeting
of shareholders the power of all members of the COUNCIL can
be stopped ahead of the schedule.
Only the physical person can be a member of the COUNCIL. Shareholder
of the SOCIETY can not be a member of the COUNCIL.
The person, who is carrying out functions of the General director,
cannot be simultaneously Chairman of BOARD OF DIRECTORS of
the SOCIETY.
6.1.3. Elections of members of the COUNCIL are carried out
by means of cumulative voting.
At cumulative voting, the poll of each shareholder, is multiplied
by number of persons which should be elected in the COUNCIL,
and the shareholder has the right to give the voices received
thus completely for one candidate or to distribute them between
two and more candidates.
Those candidates are considered elected into the COUNSIL,
who gathered the majority of votes.
6.2. Chairman of the COUNCIL is selected by members of the
COUNCIL, by majority of voices from the totall number of members
of the COUNCIL.
The COUNCIL has the right to re-elect the chairman at any
time by the majority of voices from the total number of members
of the COUNCIL.
Chairman of the COUNCIL organizes his work, convokes sessions
of the COUNCIL and presides on them, organizes keeping the
minutes of the meetings, presides on general meeting of shareholders.
In case of absence of chairman of the COUNCIL, his functions
are carried out by one of the members of the COUNCIL selected
by the COUNCIL.
6.3. The competence of the COUNCIL includes resolving the
issues on the general management of the SOCIETY, except for
the matters which are defined into competence of general meeting
of shareholders by the present charter and the Federal law
from 26.12.1995 ¹ 208-ÔÇ.
The following questions are related to the competence of the
COUNCIL:
- Definition of priority activities of the SOCIETY;
- Convocation of annual and out-of-turn general shareholders
meetings, except for the cases stipulated in item 8 of an
item of 55 Federal laws from 26.12.1995 ¹ 208-ÔÇ;
- Approval of agenda of general meeting of shareholders;
- Appointment of date of list making of persons entitled to
participate in general meeting of shareholders, and other
issues related to the competence of the COUNCIL of the society
according to the provisions of the Charter and chapter VII
of Federal law from 26.12.1995 ¹ 208-ÔÇ and connected to preparation
and carrying out of general meeting of shareholders;
- Placement of bonds and other issue securities conducted
by the SOCIETY, in case of stipulated by the Federal law from
26.12.1995 ¹ 208-ÔÇ;
- Definition of the price property (a monetary estimation),
the price of placement and the repayment of issue securities
in the cases stipulated by the federal law and the present
charter;
- Purchase of the shares placed by the SOCIETY, bonds and
other securities in the cases stipulated by the federal law
and the present charter;
- Recommendations on the size of compensations and indemnifications
and definition of the size of payment of services of the auditor
paid to members of auditor committee (auditor) of the SOCIETY;
- Recommendations on the size of the dividend under shares
and the order of its payment;
- Use of reserve fund and other funds of the SOCIETY;
- Decision-making on placement of the bonds convertible in
the shares, and other issue securities convertible in the
shares;
- Approval of internal documents of the SOCIETY, except for
internal documents which statement is related to the competence
of general meeting of shareholders, and also other internal
documents of the SOCIETY which approval is under the competence
of the General director of the SOCIETY;
- Establishment of branches and opening of agencies of the
SOCIETY, entering into the charter of the SOCIETY of the changes
connected to creation of branches, opening of representations
of the SOCIETY and their liquidation;
- Approval of the large transactions connected to purchase
and alienation by the SOCIETY of property, which cost makes
from 25 up to 50 percent of balance cost of assets of the
SOCIETY for date of decision-making on fulfillment of such
transaction;
- Approval of transactions making profit, in the cases established
by the legislation of the Russian Federation and the present
charter;
- Appointment of the registrar of the SOCIETY and detailing
the conditions of his contract, and also conditions under
which his contract can be stopped;
- Other issues stipulated by the present charter and the Federal
law from 26.12.1995 ¹ 208-ÔÇ.
Matters related to the competence of the COUNCIL, cannot be
handed over to the decision to the General director of the
SOCIETY.
6.4. Meetings of the COUNCIL shall be carried out not less
than 4 times per year, and also as required to resolve urgent
matters concerning the general management of the SOCIETY.
Meeting of the COUNCIL is convoked by chairman of the COUNCIL
under its own initiative, on demand of a member of the COUNCIL,
an auditor committee of the society or the auditor of the
society, an agency of the society. The list of persons or
the bodies entitled to convoke the Board of directors can
be expanded.
6.4.1. The demand to convoke a Board of directors meeting
should contain:
The name of the demander;
The suggested agenda with the causes of raised issues;
The order of session.
Chairman of the Board of directors is obliged to call session
of the Council within 3 working days from the date of received
requirement.
6.4.2. Each member of the Counsil shall be informed by telephoned
telegram about the called out Board of directors session in
the order established by the Council, but not later than 1
day before the appointed session and should contain: date
and location of meeting; the agenda; also all necessary documents
shall be attached. The Council can choose a different way
of notification.
6.4.3. The quorum to carry out the session of the COUNCIL
can be achieved if at least half of the elected members of
the COUNCIL are present. At definition of quorum achievement
and results of voting, if the member of the COUNCIL is absent,
his written vote can be handed to the COUNCIL and shall be
taken into account.
In a case when the number of members of the COUNCIL is less
than the number of people require to achieve the specified
quorum, the COUNCIL is obliged to make the decision on carrying
out of out-of-turn general shareholders meeting for election
of new team of the COUNCIL. The rest of the members of the
COUNCIL have right to make a decision only on convocation
of such out-of-turn general shareholder meetings.
6.4.4. Decisions at the meetings of the COUNCIL shall be taken
by the majority of votes of the COUNCIL members participating
in session if the Federal law " About joint-stock companies
" and the present charter do not stipulate other. The
vote transfer to another one member of the Council is forbidden.
6.4.5. For taking decisions in the meetings of the COUNCIL,
each member of the COUNCIL possesses one vote. In case of
tie vote, the vote of Chairman of the COUNCIL is deciding.
The member of Board of directors, objector to the accepted
decision, has the right to express special opinion in writing.
6.4.6. Any session of Board of directors can be postponed
with the consent of all members of the Council.
6.4.7. The board of directors has right to invite the third
parties to participate in session.
6.5. It is necessary to keep minutes of the meeting of the
Board of Directors; it shall be issued not later than 3 days
after session had been carried out.
6.5.1. In the minutes of the meeting the following shall be
specified: date and location of the meeting; attendees; agenda;
the issues raised on voting, and results of voting; taken
decisions.
6.5.2. The chairman of the Council shall sign the minutes
of the meeting, he bears the responsibility for correctness
of the minutes.
6.5.3. Minutes of Board of directors meetings are kept at
the office of executive body of the Society.
6.5.4. Members of an auditor committee, the auditor, shareholders
of the Society have the right to get acquainted with minutes
of Board of directors meetings.
6.5.5. The copy of the minutes of Board of directors meeting
should be given to the shareholder under his requirement for
a payment which cannot exceed cost of charges on manufacturing
of a copy and payment of the postage.
6.6. The written notification about the date of meeting of
the COUNCIL and its agenda should be directed to each member
not later than for 10 days before its carrying out by special
delivery letter to the address specified in it or is handed
on receipt.
6.7. Under the decision of general meeting of shareholders,
members of the COUNCIL can get allowance and(or) compensation
of expenses resulted by their responsibilities execution.
The size of such compensations and rewards are established
by the decision of general meeting of shareholders.
Article 7. The general director of the society.
7.1. The general director of the COMPANY is selected on
a post the decision of General meeting of shareholders for
the period of 5 years and invested with all powers necessary
for effective management of the COMPANY, even if he is not
a a shareholder or the COUNSIL member, he has right to attend
all general shareholders meetings and the COUNSIL meetings
where he has an advisory vote, in accordance with legislation
of the Russian Federation.
7.2. Rights and responsibilities of General director of the
COMPANY carrying out management over the COMPANY`s current
activities, are defined by the contract concluded with COMPANY
besides the legislation of the Russian Federation. The contract
on behalf of the COMPANY subscribes Chairman of the COUNCIL.
General director can overlap other posts in controls of other
organizations only with the consent of General meeting shareholders.
7.3. The general director of the COMPANY has the right to
act from a name and in interests of the COMPANY without the
power of attorney on all issues which are not related to the
competence of general meeting of shareholders and the COUNCIL
in the present charter.
The general director of the COMPANY:
- Controls the implementation of decisions made in general
meetings of shareholders and board of directors of the Company;
- Disposes of property of the Company in the limits, established
by the present charter and the current legislation;
- Approves organization chart of the Company, rules, procedures
and other internal documents of the Company, except for the
documents authorized by general meeting of shareholders and
board of directors of the Company;
- Approves the list of staff of the Company, branches and
representation offices;
- Employs and dismiss personnel, also appoints and discharge
his deputies, the chief accountant, heads of divisions, branches
and representation offices;
- In the order established by the legislation, by the present
charter and by general meeting of shareholders and board of
directors of the Company, can encourage workers of the Company,
but also has right to impose penalties;
- Opens current and currency accounts or any other accounts
of the Company, concludes contracts and makes other transactions;
- Approves contractual prices of production and rates for
services;
- Organizes book keeping and the reporting;
- Resolves other issues connected to the current activity
of the Company.
7.4. General director of the COMPANY is reporting the results
of his activity to general meeting of shareholders and the
COUNCIL and informs them on a financial condition of the COMPANY,
including balance figures, the account of the profit and losses
and other accounting information.
7.5. General shareholders meeting of the company, have right
to make decision on the prescheduled termination of powers
of the General director at any time. General meeting of shareholders
has right to make decision on the prescheduled termination
of powers of the managing organization or the manager and
on formation of new executive bodies (General director) at
any time.
7.6. Temporary executive bodies of the company carry out a
management of the current activity of the company within the
limits of the competence of agencies of the company if the
competence of temporary agencies of the company is not limited
by the charter of the company.
Article 8. Audit committee (auditor) of the company.
8.1. The control over financial and economic activity of
the COMPANY is carried out with the audit committee (auditor)
of the COMPANY elected by general meeting of shareholders
for the term which ends by the next annual general meeting
of shareholders.
The shares belonging to the General director and members of
the COUNCIL of the COMPANY, cannot participate in voting at
election of the audit committee (auditor) of the COMPANY.
The member of the audit committee (auditor) of the COMPANY
cannot share the responsibilities of a member of the COUNCIL
and (or) the General director of the COMPANY.
8.2. If annual general meeting of shareholders has not been
conducted in time established by the present charter, powers
of the audit committee (auditor) stop, except for the powers
connected to preparation and carrying out of annual general
meeting of shareholders.
8.3. The audit committee (auditor) of the COMPANY carries
out a check of financial and economic activity of the COMPANY
on the basis of results of activity for a year, and also at
any time under the decision of the audit committee, BOARD
OF DIRECTORS, general meeting of shareholders or on demand
of the shareholder (shareholders) of the COMPANY owning in
bulk not less than 10 percent of shares of the COMPANY.
8.4. On demand of the audit committee (auditor) of the COMPANY
the persons occupying key positions of the COMPANY, are obliged
to present documents on financial and economic activity of
the COMPANY.
8.5. The audit committee (auditor) of the COMPANY has right
to demand convocation of an out-of-turn general meeting of
shareholders in the order determined by the present charter.
8.6. On results of check of financial and economic activity
of the COMPANY the AUDIT committee (auditor) of the COMPANY
makes the conclusion, which should contain:
- Confirmation of reliability of the data contained in the
reports and other financial documents of the COMPANY;
- Information on the facts of infringement, revealed by legal
acts of the Russian Federation concerning book keeping and
representation of the financial reporting, and also legal
acts of the Russian Federation regarding implementation of
financial and economic activity.
8.7. Under the decision of general meeting of shareholders,
members of the audit committee (auditor) of the COMPANY can
be rewarded and (or) compensated the expenses connected to
their duties fulfillment over the whole period of their execution.
The size of such compensations and rewrds are determined by
the decision of general meeting of shareholders.
Article 9. The account and the reporting of the company.
9.1. The COMPANY keeps the accounting and statistical account
following the order established by the legislation of the
Russian Federation and bears the responsibility for its reliability.
9.2. Each financial year subsequent to year of foundation
of the COMPANY coincides with calendar year.
9.3. General Director of the COMPANY takes responsibility
for the organization, condition and reliability of book keeping
in the COMPANY, duly representation of the COMPANY, also for
information presented to shareholders, creditors and in mass
media, in accordance with legislation of the Russian Federation
and the present charter.
The audit committee (auditor) of the COMPANY shall confirm
the reliability of information in the annual report and the
annual accounting reporting of the COMPANY.
9.4. Board of directors of the company shall perform a preliminary
check of the annual report of the company not later than 30
days prior to date of carrying out of annual general shareholders
meeting.
Article 10. Disclosing and granting of the information by
the company.
10.1. The COMPANY discloses the information to securities
market in cases, in volume and in order that are established
by federal laws and legal acts of federal executive authority.
10.1.1. The COMPANY is obliged to expose the following information
in accordance with established procedure:
- The annual report of the COMPANY, the annual accounting
reporting. Before releasing the annual report of the COMPANY
and the annual accounting reporting, the COMPANY calls an
auditor, not engaged by property interests with the COMPANY
or its shareholders, to perform an annual check and verification
of the annual financial reporting;
- The prospectus for stock issues of the COMPANY in the cases
stipulated by legal acts of the Russian Federation;
- Notification about scheduled general meeting of shareholders;
- Other information determined by federal executive authority
on a securities market.
10.2. The general director of the COMPANY maintain records
of affiliated persons of the COMPANY, updating, keeping and
issuing this list of affiliated persons of the COMPANY in
order and on the conditions determined by the legislation
of the Russian Federation.
10.2.1 Affiliated persons of the COMPANY are obliged to provide
the COMPANY with written information on quantities, categories
(types) of shares belonging to them not later than 10 days
since those shares have been purchased.
In a case if one of the affiliated person failed to present
the specified information or delayed to present it to the
COMPANY resulting in pecuniary loss of the COMPANY, the affiliated
person shall answer before the COMPANY at a rate of the caused
damage.
10.3. Storage of the documents stipulated by the present charter,
is carried out in the location of an agency of the COMPANY
in order and for the period of time established by federal
executive authority on a securities market.
10.3.1. The COMPANY is obliged to keep the following documents:
The contract on foundation of the company;
The charter of the company, amendments and additions introduced
into the charter of the company, registered when due hereunder,
the decision on foundation of the company, the document on
the state registration of the company;
The documents confirming the rights for the property on the
balance of the company;
Internal documents of the company;
Provisions concerning the branches and representation offices
of the company;
Annual reports;
Accountant book keeping;
Accounting reports;
Minutes of general meetings of shareholders (the decision
of the shareholder being the owner of all voting actions(shares)
of the company), meetings of board of directors (supervisory
council) of the company, an auditor committee (auditor) of
the company and a joint agency of the company (board, management);
Bulletins for voting, and also powers of attorney (a copy
of powers of attorney) for participation in general shareholders
meeting;
Reports of independent appraisers;
List of affiliated persons of the company;
Lists of the persons entitled to participate in general meeting
of shareholders, who are authorized to receive dividends,
and also other registers made by the company listing the rights
of shareholders in accordance with the requirements of the
present Federal law;
The conclusions of the audit committee (auditor) of the company,
the auditor of the company, the state and municipal bodies
of the financial control;
Prospectus of stock issues, quarterly reports of the emitter
and other documents containing the information, subject to
publication or disclosing by a different way according to
the present Federal law and other federal laws;
Other documents stipulated by the present Federal law, by
the charter of the company, by internal documents of the company,
by decisions of general meeting of shareholders, by board
of directors of the company, by the company’s management and
also the documents stipulated by legal acts of Russian Federation.
10.3.2. The Company is obliged to provide access to the documents
for shareholder, which is stipulated in 10.3.1. of the present
charter. Shareholders who possess not less of 25 percent of
voting shares of the company have access to the accounting
documentation of the company.
Documents stipulated in 10.3.1., shall be submitted by the
company within seven days from the date of raised demand.
The document can be reviewed in the premises of the executive
body of the company. The company is obliged to give copies
to of the demanded documents to authorized persons, stipulated
by item 10.3.1. The fee raised by the company for granting
of the given copies, cannot exceed an expense for its manufacturing.
10.4. The open company is obliged to release:
The annual report of the company, the annual accounting reporting;
The prospectus of stock issues of the company in cases stipulated
in legal acts of Russian Federation;
Notification on carrying out of general meeting of shareholders
in order stipulated by the Federal law from 26.12.1995 ¹ 208-ÔÇ;
Other information determined by federal executive authority
on a securities market.
The volume and form of mandatory information release by the
company, in case of public offering of bonds or any other
financial credit documents, is executed in order, which is
established by executive authority on a securities market.
Article 11. Large transactions.
11.1. The large transaction is a transaction (including
a loan, credit, a pledge, guarantee) or several interdependent
deals related to purchase, direct or indirect assignment or
possibility of assignment of assets of the COMPANY, which
makes 25 or over percent of balance cost of actives of the
COMPANY, ascertained as per its as of the date of its last
reporting date, excluding transactions executed in ordinary
course of business of the COMPANY, also transactions related
to subscription placement of common stocks by the COMPANY,
and transactions related to currency securities, convertible
into common stocks of the Company.
In case of alienation or occurrence of an possibility of alienation
of property, the cost of property, determined as per the accounting
data shall be compared to the balance cost of actives of the
COMPANY, but in case of purchase of the property - the price
of its purchase.
11.2. The decision on approval of the large transaction which
subject is the property with the cost from 25 up to 50 percent
of balance cost of actives of the COMPANY, is accepted by
all members of the COUNCIL unanimously, thus voices of retired
members of the COUNCIL are not taken into account. In case
if unanimous opinion of the COUNCIL concerning approval of
the large transaction is not achieved, under the decision
of the COUNCIL the issue on approval of the large transaction
can be solved on the decision of general meeting of shareholders.
In that case the decision on approval of the large transaction
is accepted by general meeting of shareholders by the majority
of voices of shareholders, owning the voting shares, who participate
in general meeting of shareholders.
11.2.1. The decision on approval of the large transaction
which subject is the property with cost over 50 percent of
balance cost of actives of the COMPANY, is accepted by general
meeting of shareholders by the majority in three quarters
of voices of shareholders - owners of the voting shares, participate
in general meeting of shareholders;
11.3. The price, a subject of the transaction and its other
essential conditions should be specified the person (persons)
being its party, (parties), beneficiary(s).
11.4. In case the large transaction simultaneously is the
transaction in which fulfillment there is an interest; to
the order of its fulfillment rules about approval of the transaction
in which fulfillment there is an interest are applied only.
11.5. The large transaction accomplished with infringement
of requirements of present article, can be recognized void
under the claim of the COMPANY or the shareholder.
Article 12. Interest of the company in fulfillment of the
transaction
12.1. Transactions (including loan, credit, pledge, guarantee)
in which fulfillment there is an interest of a member of the
COUNCIL, the General director or the shareholder of the COMPANY,
its affiliated persons have 20 and over percent of voting
shares of the COMPANY, and also the person having the right
to give obligatory instructions to the COMPANY), are made
by the COMPANY according to the provisions of the present
item.
The specified persons are considered to be interested in fulfillment
of the transaction y the COMPANY, if they, their spouse, parents,
children, full both not full brothers and sisters, adoptive
fathers and adopted and (or) affiliated persons are:
- The party, beneficiaries, dealer or representative in the
transaction;
- Owners (everyone or in aggregate) of 20 and more percent
of shares, (stock, part) of the legal person, being a party,
beneficiary, dealer or representative in the transaction;
- Occupying key positions in the bodies of the legal person,
who is the party, beneficiary, dealer or representative in
the transaction, and also key positions in management organ
of such legal person.
Provisions of the present item are not applied:
- To transactions in which fulfillment all shareholders of
the COMPANY are interested;
- At realization of the right of priority for purchase of
shares placed by the COMPANY;
- At purchase and the repayment by the COMPANY of the placed
shares;
- At reorganization of the COMPANY in the form of amalgamations
(incorporation) of interests, if other company participating
in merge (incorporation), possess more than three quarters
of all voting shares of a reorganized company.
12.1.1. The persons specified in item 13.1. of the present
charter are obliged to inform board of directors of the company,
a audit committee (auditor) of the company and the auditor
of the company about the following:
About legal persons in whom they own independently or together
with the affiliated the person (persons) 20 or more percent
of voting shares (part, stock);
About legal persons in which they occupy management positions;
About transactions which they know to be fulfilled or planned
to be fulfilled where they can be recognized as interested
persons.
12.2. The decision on approval of the transaction in which
fulfillment there is an interest, is accepted by the COUNCIL
by the majority of voices of the directors who have been not
interested in its fulfillment. If the quantity of the disinterested
directors makes quorum less than ascertained by the charter
for carrying out of the session of board of directors (supervisory
council) of the company, the decision on the given question
should be accepted by general meeting of shareholders in order
stipulated by item 12.2.1 of the present charter.
12.2.1. The decision on approval of the transaction in which
fulfillment there is an interest, shall be accepted by general
meeting of shareholders by the majority of voices of all shareholders
not interested in the transaction - owners of voting shares
in the following cases:
If a subject of the transaction or the several interconnected
transactions is the property, which cost according to book
keeping (the price of the offer of possessed property) of
the company makes 2 and more percent of balance cost of actives
of the company according to its accounting reporting to the
last accounting date, except for the transactions stipulated
by paragraphs of the third and fourth present item;
If the transaction or several interconnected transactions
are placed by means of a subscription or realization of the
shares making more than 2 percent of ordinary shares, placed
before by the company, and ordinary shares in which previously
placed issue securities can be converted ,convertible into
shares;
If the transaction or several interconnected transactions
are placed by means of a subscription of the issue securities
convertible in the shares which can be converted into the
ordinary shares making more of 2 percent of ordinary shares,
placed earlier by the company, and ordinary shares in which
earlier placed issue securities can be converted, convertible
in the share.
The transaction in which fulfillment there is an interest,
does not demand approval of general meeting of shareholders
in cases if conditions of such transaction essentially do
not differ from conditions of similar transactions which were
made between the COMPANY and the interested person during
realization of usual economic activities of the COMPANY having
a place till the moment when the interested person admits
as those. The specified exception is distributed only to transactions
in which fulfillment there is an interest, accomplished in
the period from the moment of when the interested person admits
as those, and till the moment of carrying out of the following
annual general meeting shareholders;
12.2.2. In the decision on approval of the transaction in
which fulfillment there is an interest, the price, a subject
of the transaction and its other essential conditions should
be specified the person (persons) being its party (parties),
beneficiary(s).
For acceptance by board of directors of the company and general
meeting of shareholders of the decision on approval of the
transaction in which fulfillment there is an interest, the
price alienated or got property or services is determined
by board of directors of a society according to article 77
of the Federal law « About joint-stock companies ».
12.3. General shareholders meeting can make the decision on
approval of the transaction (transactions) between the COMPANY
and the interested person which can be accomplished in the
future during realization by the COMPANY of its usual economic
activities. Thus the limiting sum on which such transaction
(transactions) can be accomplished should be specified in
the decision of general meeting of shareholders also. Such
decision is valid before the following annual general meeting
of shareholders.
12.4. Additional requirements to the order of the conclusion
of the transaction, in which there is an interest fulfillment,
can be established by federal executive authority on a securities
market.
12.5. The transaction in which fulfillment there is an interest
accomplished with infringement of requirements to the transaction,
stipulated by the present charter, can be recognized void
under the claim of the COMPANY or the shareholder. The interested
person bears before the SOCIETY the responsibility at a rate
of the losses caused by him to the COMPANY. In case some persons
carry the responsibility, their responsibility before the
COMPANY is joint.
Article 13. The personnel of the company
13.1. The personnel of the COMPANY, including heads of the
detached structural divisions of the COMPANY is completed
with the General director of the COMPANY who has the right
to involve into work of the Russian and foreign experts, independently
defining structure and staff, forms, systems, the sizes and
kinds of payment of their work according to the current legislation
of the Russian Federation.
13.2. Relations of the COMPANY with the personnel are adjusted
by labour contracts (agreements) or contracts of civil-law
character according to the legislation of the Russian Federation.
13.3. All requirements are distributed to the personnel of
the COMPANY by obligatory kinds of the state insurance due
to deductions from his incomes in the order and the sizes
stipulated by the legislation of the Russian Federation.
13.4. The COMPANY carries out measures on maintenance of a
labour safety, the safety precautions, industrial hygiene
and sanitary on the manufactures, being guided by valid provisions
and norms.
Article 14. Reorganization of the company
14.1. The COMPANY can be reorganized voluntarily under the
decision of general meeting of shareholders in the form of
merge, connection, division, allocation and transformation
with observance of the requirements established by the legislation
of the Russian Federation.
14.2. Merge of the company is a foundation of a new company
by transfer all rights and responsibilities of two or more
companies with the termination of the powers of them. At merge
of companies all rights and responsibilities of each of them
pass to a newly found company in accordance with the transfer
act. The COUNCIL pass on the decision of general meeting of
shareholders of the COMPANY a proposal on reorganization in
the form of merge, proposal on approval of contract of merge,
and also on transfer act.
At merge of the companies, the shares of the COMPANY belonging
to another company, participating in merge, and also own shares
belonging to a company participating in merge, are paid off.
14.3. The termination of the COMPANY with transfer of all
rights and responsibilities to other society is considered
as a jointing of the COMPANY. At jointing of the COMPANY to
other company, that new company overtakes all rights and responsibilities
of the COMPANY in accordance with the transfer act. The COUNCIL
pass on the decision of general meeting of shareholders of
the COMPANY a proposal on reorganization in the form of jointing,
on approval of the contract of jointing and on approval of
the transfer act.
At jointing, shares of the COMPANY belonging to another society,
and also own shares belonging to the COMPANY, are paid off.
14.4. The termination of the COMPANY with transfer of all
of its rights and responsibilities to newly created companies
is considered as division of the COMPANY. At division of the
COMPANY the rights and responsibilities pass on to two or
several newly created companies according to separation balance
sheet. The COUNCIL raise an issue on reorganization in the
form of division, about the order and conditions of division,
about creation of new companies and the order of converting
of shares of the COMPANY into shares of created companies,
on approval of separation balance sheet on a general meeting
of shareholders of the COMPANY.
Each shareholder of the COMPANY who were voting against or
not accepting participations in voting concerning reorganization
of the COMPANY, should receive shares of each company created
as a result of division, giving same rights, as the shares
belonging to him in the COMPANY, is proportional to number
of shares of the COMPANY belonging to him.
14.5. Foundation of several companies with transfer of a part
of the rights and responsibilities of the COMPANY without
the termination of the last is considered as allocation of
the COMPANY. At allocation from the COMPANY of one or several
companies each of those companies get a part of the rights
and responsibilities of the COMPANY according to separation
balance sheet. The COUNCIL raise an issue on reorganization
of the COMPANY in the form of allocation to general meeting
of shareholders of the COMPANY, about order and conditions
of allocation, about foundation of a new company (companies),
about converting shares of a reorganized COMPANY in the share
of a created company (distribution of shares) of a created
company among shareholders of the COMPANY, purchase of shares
of a created company by a COMPANY) and about the order of
such converting (distribution, purchase), about the approval
of separation balance sheet.
If the decision on reorganization of the COMPANY in the form
of allocation provides converting shares of the COMPANY in
shares of a created company or distribution of shares of a
created company among shareholders of the COPMPANY, each shareholder
of the COMPANY who were voting against or not accepting participations
in voting concerning reorganization of the COMPANY, should
receive shares of each company created in result of allocation,
giving them the same rights, as the shares belonging to them
in the COMPANY, is proportional to number of shares of the
COMPANY belonging to them.
14.6. The COMPANY has right to be transformed to a company
with limited liability or in production co-operative.
The COMPANY of all shareholders has the right to be transformed
to noncommercial partnership under unanimous decision.
At transformation of the COMPANY to the newly arisen legal
person get all rights and duties of the COMPANY according
to the transfer act. The COUNCIL pass on the decision of general
meeting of shareholders of the COMPANY a question on transformation
of the COMPANY, the order and on conditions of realization
of transformation, on the order of an exchange of shares of
the COMPANY on contributions of participants of a company
with limited liability or stock shares of members of production
co-operative.
14.7. The COMPANY is considered reorganized, except for a
case of reorganization in the form of jointing, from the moment
of the state registration of newly founded legal persons.
By reorganization of the COMPANY in the form of jointing to
it of other company, the company is considered reorganized
from the moment of entering into the uniform state register
of legal persons of record about the termination of activity
of the attached company.
Article 15. Liquidation of the company
15.1. The COMPANY can be liquidated voluntarily under the
decision of general meeting of shareholders with observance
of the requirements established by federal laws.
Other reasons and order of liquidation of the COMPANY are
determined by the legislation of the Russian Federation.
15.2. Liquidation of the COMPANY entails its termination without
transition of the rights and responsibilities by way of assignment
of other persons.
15.3. From the moment of assignment of the liquidating committee,
powers are transferred to an administrative office of the
COMPANY. In a case when the shareholder of a liquidated company
is the state or municipal body, the structure of the liquidating
committee includes the representative of corresponding body
on management of property, either fund of property, or corresponding
institutions of local government.
The liquidating committee estimates property of the COMPANY,
takes measures to revealing creditors and reception of receivable
accounts, makes intermediate liquidating balance and submits
it for approval general meeting of shareholders.
The liquidating committee publishes the announcement on liquidation
of the COMPANY and on order and term of the creditors claims,
which cannot be less than 2 months from the moment of publication
of the announcement on liquidation.
15.4. Upon termination of term for presentation of requirements
by creditors, general meeting of shareholders of the COMPANY
approves intermediate liquidating balance of the COMPANY which
contains data on structure of property of the liquidated COMPANY,
the requirements presented by creditors, and also results
of their consideration.
15.5. After making up accounts with creditors in the order
established by the legislation of the Russian Federation,
the liquidating committee makes final liquidating balance
which affirms general meeting of shareholders of the COMPANY.
If it is not enough money resources available at the COMPANY
for satisfaction of requirements of creditors, the liquidating
committee carries out sale of other property of the COMPANY
from the public tenders in the order established for execution
of judgments.
15.6. The property remained after making up accounts with
creditors of the COMPANY is distributed between shareholders
of the COMPANY in the order established by article 23 of the
Federal law " About joint-stock companies ".
15.7. Liquidation of the COMPANY is considered completed,
and the COMPANY stopped the activity from the moment of entering
by body of the state registration of corresponding record
into the uniform state register of legal persons.
|
