APPROVED BY
General Shareholder Meeting
Joint Stock Company
«Chelyabinsk Tube-Rolling Plant»
(MoM №______ dd. ______________2007)
PRELIMINARILY APPROVED BY
Resolution of the Board of Directors
Joint Stock Company
«Chelyabinsk Tube-Rolling Plant»
(MoM sine numero dd. 21.03.2007)
REGULATIONS ON
GENERAL SHAREHOLDER MEETING
OF JOINT STOCK COMPANY
«CHELYABINSK TUBE-ROLLING PLANT»
(new revision)
Chelyabinsk,
2007
CONTENTS:
1.
GENERAL
3
2.
CALLING AND
MEETING
3.
GENERAL SHAREHOLDER COMPRESENCE MEETING
5
4.
GENERAL SHAREHOLDER ABSENTEE VOTING MEETING
9
5.
FINANCIAL SUPPORT FOR GENERAL SHAREHOLDER MEETING
10
6.
FINAL PROVISIONS
10
PREPARATION
OF
GENERAL
SHAREHOLDER
3
2
1. GENERAL
1.1. The present Regulations are elaborated on the basis of the Civil Code of Russian
Federation, Federal Open Joint Stock Company Act, other regulatory legal acts of Russian Federation,
the Charter of Joint Stock Company «Chelyabinsk Tube-Rolling Plant» (later as Company) and
determines the procedure for General Shareholder Meeting to be prepared and held (later as General
Shareholder Meeting).
1.2. The General Shareholder Meeting shall be the Supreme Management Body in the
Company.
1.3. The General Shareholder Meeting shall be governed by the current RF Law, Company
Charter, and present Regulations.
2. CALLING AND PREPARATION OF GENERAL SHAREHOLDER MEETING
2.1. The Annual General Shareholder Meeting shall be held versus the decision of the Board of
Directors within the dates set forth by the Company Charter but in two months as the earliest and in six
months as the latest from the end of the fiscal year.
Extraordinary General Shareholder Meeting shall be held against the decision of the Board of
Directors on the basis of the its own initiative, request of the Examination Committee, Company
auditor, and the shareholder(s) owning 10% voting shares of the Company as the least for a date of the
demand raised.
2.2. The decision on the calling of the extraordinary General Shareholder Meeting (GSM) or
calling refusal shall be made within 5 days upon the date of the demand to be raised against
Examination Committee, Company auditor or shareholder(s) owning 10% voting shares of the
Company as the least for calling an extraordinary GSM or refuse to call it.
The decision to deny calling an extraordinary GSM on request by the Examination Committee,
the Company auditor or shareholder(s) owning at least 10% of the Company voting shares, may taken
only if:
the procedure, established by the Federal Law “On Joint-Stock Companies”, for submitting
a request for calling a meeting has been not followed;
the shareholder(s) requesting an extraordinary GSM to be called does (do) not own the
required number of the Company voting shares, stipulated by item. 21.1;
none of the items proposed for the extraordinary GSM agenda is within its competence;
none of the items proposed for the agenda meets the requirements of the Federal Law “On
Joint-Stock Companies” or other Russian legal instruments.
2.3. Whilst preparing for a GSM, the BoD or, when foreseen by paragraph 2.1 herein, other
persons (bodies) shall make decision in respect to:
calling and determination of the GSM format;
determination of the GSM date, venue and time, starting time for registration of GSM
participants (if the GSM is held in the collective presence format), final date for accepting
filled-in voting bulletins and the mailing address, where the voting shall be sent to (if the
GSM is held in the “in absentio” format);
determination of the GSM agenda;
determination of a date for making the list of persons/entities entitled to participate in the
GSM;
determination of the list of information (data) to be submitted to the shareholders whilst
preparing for the GSM, and the procedure of the shareholders’ review of these data;
approval of the wording and format of voting bulletins;
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determination of the date of forwarding the voting bulletins to persons/entities entitled to
take part in the GSM (for both “in absentia” and “in presentio” GSM, pursuant to the
Federal law “On Joint-Stock Companies”, the voting bulletin shall be forwarded (delivered)
to persons/entities entitled to take part in the GSM prior to the GSM date);
determination of procedure of notifying the Company shareholders about the GSM to be
held, including approval of the wording and format of such notification;
election of the GSM Secretary;
election of the GSM Chairman;
approval of the cost estimate related to preparing for and holding the GSM.
other decisions pursuant to the Federal law “On Joint-Stock Companies”, and the Company
Charter.
2.4. The Company Sole Executive Body (General Director, Administrator, or general director
of the managing company in case the sole executive body powers are transferred to a managing
company) shall provide for execution of BoD resolutions related to preparation for and holding a
GSM, including:
make sure that the Company Registrar is timely notified of compilation of the list of
persons/entities entitled to take part in the GSM as of the date set by the BoD;
make sure that bulletins are produced in accordance with the format and wording approved
by the BoD;
make sure that voting bulletins are sent to shareholders, and then the filled-in bulletins are
received, in case the GSM is held in the format of absentee voting, as well as collective
presence with preliminary forwarding (delivering) the voting bulletins for the GSM to be
held;
make sure that shareholders are notified of GSM within the procedure and timeframe set by
the Federal law “On Joint-Stock Companies”;
make sure that the required data (information) on the GSM agenda items are available and
accessible pursuant to the Company BoD resolutions;
perform other actions in respect to execution of the BoD resolutions.
2.5. The person/entity, who has called for an extraordinary GSM according to the procedure
stipulated by paragraph 2 of item 2.1 herein, shall independently prepare for and hold the extraordinary
GSM, in accordance with item 2.3 herein.
3. GENERAL SHAREHOLDER COMPRESENCE MEETING
A GSM in the format of collective presence means direct participation of the Company
shareholders in the GSM in order to discuss agenda items and take decisions in respect to items put to
vote.
3.1. Working bodies of the GSM in the form of collective presence.
3.1.1. The GSM working bodies are:
the GSM Chairman;
Counting Board;
GSM Secretary.
The BoD may decide to establish a GSM Presidium.
3.1.2. The GSM Presidium shall be established by the BoD whilst solving the issues related to
preparation for a GSM, or by persons/entities requesting GSM to be called in cases foreseen by
Russian legislation. The number and personalities of the GSM participants shall be determined by the
Company executive body calling for a GSM, or by a person/entity calling for GSM.
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3.1.3. The GSM Chairman shall be elected by a BoD decision in the process of preparing for a
GSM, or by persons/entities requesting a GSM to be called in cases foreseen by Russian legislation.
3.1.4. The GSM Chairman shall open and close the GSM, declare the GSM agenda and
sequence of speeches and reports on the agenda items, announce the end of discussion of the agenda
items and start of vote calculation, ensure that the GSM procedure set hereby is followed, and sign the
GSM Protocol.
3.1.5 Counting Board. The Company Registrar shall perform the counting functions at the
GSM.
3.1.6. The Company Registrar shall perform the following functions:
verify the authorities of and register the persons/entities participating in the GSM
(shareholders, their representatives or legal successors);
determine the GSM quorum;
explain the uncertainties arising in relation to exercise of voting rights by the Company
shareholders (their representatives or legal successors) at the GSM;
explain the voting procedure for items put to vote;
ensure the prescribed voting procedure and rights of the Company shareholders to take part
in the voting;
calculate votes and summarize the voting;
make the voting protocol;
communicate the voting results to persons/entities, who are entitled to participate in the
GSM;
handing over the voting bulletins to the archive;
other functions according to Russian legislation, the Company Charter and the contract
made between the Company and the Company Registrar.
3.1.7. The GSM Secretary shall be elected by a BoD decision in the process of preparing for a
GSM, or by persons/entities requesting for GSM to be called in cases foreseen by Russian legislation.
3.1.8. The GSM Secretary shall perform the following functions:
accept application from persons willing to speak during debates on the agenda items, as well
as accept questions;
communicate the applications and questions received from the shareholders to the GSM
Chairman;
keep record of the GSM process (basic ideas of speeches and reports);
other functions stipulated by the Company Charter and this Regulation.
3.2. Registration of persons/entities entitled to participate in the GSM.
3.2.1. Registration of persons/entities entitled to participate in the GSM shall be performed by
the Company Registrar acting as a counting board at the GSM venue stated in the meeting notification.
Registration of persons/entities entitled to participate in the GSM shall start at the time stated in
the meeting notification (but at least 2 hours before the GSM starts).
3.2.2. The registration for participation in the GSM shall be performed in respect to persons
entitled to participate in the GSM.
The voting on the agenda items of a GSM held in the collective presence format may be
organized by sending filled-in voting bulletins to the Company. The persons, whose bulletins have
been received later than two days prior to the meeting, shall not be registered for the GSM.
The persons/entities entitled to participate in the GSM held in the collective presence format,
whose bulletins have been received at least two days prior to the meeting date, may participate in the
GSM.
3.2.3. At the time of registration, each shareholder (his/her representative or legal successor)
arrived to the GSM shall submit the passport or other ID document.
Representatives or legal successors of persons/entities entitled to participate in the GSM shall
also submit to the Company Registrar, acting as the counting board, their IDs confirming their
authorities for registration for the GSM.
5
The list of documents certifying authorities of representatives or legal successors of
persons/entities entitled to participate in the GSM shall be determined pursuant to Russian legislation.
In case of failure to submit said documents, the shareholder representative or legal successor
may not participate in the GSM.
3.2.4. Registration of persons entitled to participate in the GSM shall be subject to
identification of persons arrived to the GSM by comparing the data in the list of persons entitled to
GSM against the data in the documents submitted by these persons.
3.2.5. At the time of registration of persons taking part in the GSM, whose bulletins have not
received by the Company or received later than 2 days prior to the meeting date, these persons, at their
request, shall be given voting bulletins stating this repeated issue.
3.2.6. The registration of persons entitled to participate in the GSM shall end with the GSM
Chairman’s announcing the end of discussion of the last item on the agenda of GSM having a
sufficient quorum.
3.3. Opening of the General Shareholder Meeting.
3.3.1. The representative of the Company Registrar acting as the counting board shall announce
whether the quorum is available or not as of the time, which is the GSM starting time pursuant to GSM
notification.
3.3.2. The GSM shall be qualified competent (or have quorum) if it is attended by shareholders,
who own at least one have of the Company voting shares.
If the GSM agenda includes items requiring voting of a separate group of voters, the quorum
for these items shall be determined separately.
In this regard, lack of quorum for adopting a resolution on items requiring on group of voters
shall not prevent adopting a resolution on items requiring another group of voters, where the quorum is
available.
To adopt a resolution in respect to a related-party transaction, the quorum shall constitute the
holders of the Company voting shares, who are not interested in the transaction and have more than a
half of votes of all the shareholders not interested in the transaction.
3.3.3. If the quorum is available for at least one of the items on the GSM agenda, the GSM
Chairman shall announce opening of the GSM.
3.3.4. If as of the GSM starting time, there is not quorum for any of the items on the agenda,
the GSM Chairman shall announce that the GSM opening is postponed by 2 (two) hours.
The GSM may not be postponed more than one time.
If within two hours after postponing of the GSM opening nobody is registered to provide
quorum for at least one of the items on the GSM agenda, the GSM Chairman shall announce the GSM
aborted.
If within two hours after postponing of the GSM opening somebody is registered to provide
quorum for at least one of the items on the GSM agenda, the GSM Chairman shall announce the GSM
open.
3.3.5. If there is no quorum available for the annual GSM to be held, the GSM shall be held
again with same agenda.
If there is no quorum available for an extraordinary GSM to be held, the GSM shall be held
again with same agenda.
3.4. Discussion of GSM agenda items.
3.4.1. The persons speaking at a GSM shall comply with the following speech procedure:
report on the agenda items shall take up to 30 minutes;
co-report shall take up to 20 minutes;
speeches in debates shall take up to 5 minutes;
questions or statements shall take up to 2 minutes.
3.3.2. If the GSM lasts within 2 hours continuously, a 15-minutes break shall be announced.
3.3.3. The GSM shall end 10 p.m. local time at the latest; otherwise, it shall be postponed until
10 a.m. next day.
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3.3.4. A shareholder willing to take part in debates on the GSM agenda items shall submit a
respective written application to the GSM Secretary.
The application shall state the full name of the shareholder (or his representative), the agenda
item, on which the shareholder (or his representative) is willing to speak, and shall be signed by the
shareholder (or his representative).
A question shall be submitted to the GSM Secretary in written and signed by the shareholder
(or his representative); besides the question wording, the shareholder (or his representative) shall state
his/her full name (or name of the shareholding legal entity).
3.3.5. The GSM Secretary shall submit to the GSM Chairman all the applications and questions
received from the shareholders.
If at the time of the GSM opening, the quorum is available only for separate items on the
agenda, following the discussion of the last such item the representative of the Company Registrar
acting as the counting board shall announce whether the quorum is available or not for other items on
the agenda.
3.3.6. At the end of discussion of all the agenda items, which the quorum is available, the GSM
Chairman shall announce the end of discussion and registration of persons/entities participating in the
GSM.
3.4. Voting at the GSM.
3.4.1. The voting at a compresence GSM shall follow the procedure set forth by the Federal
Law “On Joint-Stock Companies”, other Russian legal instruments, the Company Charter, and this
Regulation.
The voting on the GSM agenda items shall be carried out by means of voting bulletins.
3.4.2. The persons/entities registered for the compresence GSM shall be entitled to vote on all
the agenda items, starting with the GSM opening time until the vote calculation starts.
3.4.3. At the end of discussion of the last item on the GSM agenda (the last item, for which the
quorum is available), the persons, who have not voted by that time, shall be provided with 30 (thirty)
minutes for voting.
At the end of this period, the GSM Chairman shall announce start of the vote calculation.
3.5. Summarizing and announcing the voting results in respect to GSM agenda items.
Closing the GSM.
3.5.1. Pursuant to Russian law, the Company Registrar acting as the Counting Board shall
perform the counting of votes in respect to the GSM agenda items.
For vote counting, a one-hour break shall be announced.
3.5.2. The voting results and GSM resolutions may be announced at the meeting.
3.5.3. Should the voting results and GSM resolutions not be announced at the meeting, these
results and resolutions shall be communicated to persons/entities entitled to participate in the GSM 10
days at the latest following the voting protocol date, in accordance with the procedure set forth by the
Company Charter for the GSM notification.
3.5.4. Following announcement of the voting results in respect to the GSM agenda items, and
in case they are announced at the meeting, the Chairman shall announce closing of the GSM.
3.6. The BoD or persons entitled to call for a GSM in cases foreseen by Russian law may,
whilst preparing and calling for a GSM, specify the GSM procedure set forth by section “Discussion of
the GSM items” in respect to the approved GSM agenda by approving a “GSM procedure”.
4. GENERAL SHAREHOLDER ABSENTEE VOTING MEETING
4.1. The GSM may have the format of absentee voting.
The GSM, the agenda of which includes items related to election of the BoD, Examination
Committee, approval of the Company Auditor, and items foreseen by subclause 15.1.18 of clause 15.1
article 15 in the Company Charter, may not be performed in the absentee voting format.
7
A new absentee GSM (carried out by questioning) instead of a compresence GSM ought to
have taken place but failed, may not be conducted.
4.2. Voting on the absentee GSM agenda items shall be performed by means of voting
bulletins.
4.3. Completed voting bulletins shall be submitted to the Company prior to the final date of
acceptance of voting bulletins pursuant to the resolution of calling for and conducting the GSM,
adopted in accordance with the Federal Law “On Joint-Stock Companies”, other Russian legal
instruments, and this Regulation.
Should the final date of acceptance of voting bulletins fall on a non-business day, this final date
shall be postponed until the next business day.
The voting bulletin acceptance timeframe shall elapse at the time when the Company working
hours end according to established rules.
4.4. Completed voting bulletins may be sent to the Company by registered mail, delivered
against the signature of the Corporate Secretary or the person authorized to receive correspondence
addressed to the Company, and may be forwarded to the Company Registrar as well.
4.5. The Company Sole Executive Body (General Director, Administrator, general director of
the managing company in case the sole executive body powers are transferred to a managing
company) shall organize collecting, keeping and transferring the completed voting bulletins to the
Company Registrar acting as the counting board.
4.6. When completing the bulletin, an individual shareholder shall state his/her full name; a
legal entity shareholder shall state full name of this enmity.
4.7. When completing the bulletin, the representative of an individual shareholder shall state
his/her surname and initials, and also the Power of Attorney details (of those of another document
confirming his/her powers); the representative of a legal-entity shareholder shall state his/her surname
and initials, as well as the title and Power of Attorney details (of those of another document confirming
his/her powers).
4.8. A shareholder representative shall attach to the bulletin a Power of Attorney (its notarized
copy) or other document confirming his/her powers.
4.9. An absentee GSM shall be legitimate (have quorum) if the voting bulletins of shareholder,
who together own more than half of the Company voting shares, have been received by the final date
of bulletin acceptance.
To adopt a resolution on an interested-party transaction, the quorum shall be made up by the
Company voting shareholders, who are not interested in the transaction to be made by the Company
and have more than half of the votes of the Company voting shareholders not interested in the
transaction.
5. FINANCIAL SUPPORT FOR GENERAL SHAREHOLDER MEETING
5.1. Expenses related to preparation and calling for a GSM shall be born by the Company in
accordance with the cost estimate approved by the Company BoD. A respective allowance shall be
made in the Company budget.
5.2. The Company Sole Executive Body (General Director, Administrator, general director of
the managing company in case the sole executive body powers are transferred to a managing
company) shall provide the Company BoD with the GSM expenditure report 15 days following the
GSM date at the latest.
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5.3. In case of an extraordinary GSM, the preparation and conduct costs shall be born by
persons/entities, who have called the GSM.
Pursuant to the GSM resolution, the expenses, which have been born by a.m. persons/entities in
respect to holding a GSM, and are confirmed by documents, may be reimbursed at the Company
account.
6. FINAL PROVISIONS
6.1. This regulation and amendments hereto shall be approved by the GSM.
6.2. This Regulation shall govern the Company’s preparation and holding the GSM in aspects
not foreseen by the Federal Law “On Joint-Stock Companies” or the Company Charter. Should the
rules set forth herein contradict the legislation and (or) the Company Charter, respective aspects shall
be governed directly by active Russian legislation and (or) the Company Charter.
6.3. Starting with the date of approval of this Regulation by the GSM onwards, the GSM
Regulation approved April 18, 2002 shall become invalid.
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