General Shareholders’ Meeting

According to the Kcell Charter, the General Shareholders’ Meeting is the Company’s supreme governing body, and has exclusive jurisdiction over the following issues:

  • introduction of changes and amendments to the Charter and the Code of Corporate Governance or approval of modified editions thereof;
  • voluntary reorganization (including the reorganization of the Company into a joint stock company) and liquidation of the Company;
  • decision to increase the number of authorized Company shares, or changing the type of unallocated Company shares;
  • changing methods for determining the value of Company shares as of their redemption by the Company;
  • appointing auditors to perform Company audits;
  • determining the composition and term of the Board of Directors, electing its members and terminating their powers before the predetermined date, and determining the amount and terms of payment of compensation to the Company’s Board of Directors;
  • approving annual financial statements and the amount of dividends paid on shares (if applicable);
  • approving related party transactions in the case that the Board of Directors is unable to take a decision.

Decisions on matters specified in the first four points require the approval of a qualified majority (3/4 of the votes) of the total number of voting shares.

The General Shareholders’ Meeting has the right to cancel any decision regarding the internal organization of the Company adopted by another body of the Company.

Shareholders shall be notified of the convention of the General Shareholders’ Meeting at least 30 days prior to its starting date, or in the case of a remote assembly and other situations, not less than 45 days before the starting date.

The General Shareholders’ Meeting shall be convened at the initiative of the Board of Directors or at the written request of a major shareholder.1.

The Company’s Board of Directors has the right at its own initiative to amend the agenda or suggest the order of a General Shareholders’ Meeting convened at the request of major shareholders. The Board of Directors also has the right to include additional issues in the agenda of such a meeting at its own discretion.

In 2012, the Company conduct 11 General Shareholders’ Meetings before reorganization into JSC and 2 after reorganization.

1 A shareholder or several shareholders acting on the basis of mutual agreement, who own (in the aggregate) ten or more percent of voting shares.