4.3 General Meetings of Stockholders
General Meeting of Stockholders is the supreme governing body of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals. The exhaustive list of the General Meeting’s purview is described in the Federal Joint-Stock Companies’ Law and Company’s Charter[47]. Aspects comprising the General Meeting’s purview cannot be delegated to the Board of Directors, Executive Board and General Director of the Company. The General Meeting is not entitled to examine and decide on aspects that are not affirmed as its competence by the Federal Joint-Stock Companies’ Law. The Federal Joint-Stock Companies’ Law, Bank of Russia’s Regulations on General Meetings of Stockholders, the Charter and Regulations on the General Meeting of Stockholders stipulate preparation and conduct of the general meetings of stockholders of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals.
Guided by recommendations of the Corporate Governance Code, the Company strives to provide its stockholders with a large variety of materials during arrangement of the general meeting to enhance feasibility of their decisions, including but not limited to position of the Board of Directors with regard to the meeting agenda, charts and tables for comparison of the current versions and to-be-introduced revisions of the Company’s bylaws. All materials are posted on the Company’s official web-site and Interfax newswire web-page (agency accredited by the Bank of Russia for disclosures on securities and other financial instruments).
The Regulations on the General Meeting of Stockholders stipulate, in an easy-to-understand manner, the mechanics of the meeting, with stockholders permitted to discuss the agenda items and address relevant questions. Votes regarding agenda items of the General Meeting are tallied by the counting board. Its functions are performed by the independent registrar of the Company.
Annual General Meeting of Shareholders
Meeting date: 17.06.2022
Form: Letter ballot
Quorum: 90.4833%
Outcomes of the AGM in 2022:
| Agenda item | Distribution of votes | Voting results and status of decision implementation | |
|---|---|---|---|
| 1 | Adoption of the Company’s annual report, annual financial statements | IN FAVOR – 99.9951% AGAINST — 0.0000% ABSTENTION — 0.0003% |
The Company’s FY2021financial year 2021 annual report and financial statements were approved. |
| 2 | Approval of FY2021financial year 2021 profit allocation, incl. dividend payout (announcement) | IN FAVOR – 67.9361% AGAINST — 4.2672% ABSTENTION — 27.7964% |
FY2021 profit allocation approved: shareholders decided to pay RUBruble 0.0249 per one common share as FY2021financial year 2021 dividends in monetary terms (RUBruble 2,177.0 million) and distribute RUBruble 2,996.8 million to enterprise development. |
| 3 | Election of the Company’s Board of Directors | Cumulative voting | New Board of Directors was elected. |
| 4 | Election of the Company’s Board of Internal Auditors | Polling | New Board of Internal Auditors was elected. |
| 5 | Approval of the Company’s auditor | IN FAVOR – 77.4523% AGAINST — 22.544% ABSTENTION — 0.0036% |
The alliance of auditors, comprised of OOOLimited Liability Company TSATR – auditor services (former corporate name – ОООLimited Liability Company Ernst & Young) and JSC Delovoy Profile, was approved to be the auditor of IDGCInterregional Distribution Grid Company of Urals. |
| 6 | Introduction of amendments into the Charter | IN FAVOR – 71.9921% AGAINST — 28.0033% ABSTENTION — 0.0041% |
The decision was not passed. |
| 7 | Adoption of the Amended and Restated OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals’ Regulations on the Board of Internal Auditors | IN FAVOR – 71.9937% AGAINST — 0.0000% ABSTENTION — 28.0056% |
The Amended and Restated OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals’ Regulations on the Board of Internal Auditors were adopted |
The minutes of the 2021 AGM were disclosed on the official website at: https://rosseti-ural.ru/en/company/controls/gsm/.
Analysis of the AGM voting
The quorum of the 2020 AGM totaled 90.4833%, showing a considerable interest of shareholders. Shareholders supported the proposed resolution drafts on agenda item No.1, the share of votes “Against” and “Abstention” was below 0.0003%. As for agenda items No.2,5 and 7, the shareholders also supported the proposed resolutions, however, the share of votes “Against” and “Abstention” totaled 32.0636%, 22.5476% and 28.0056%, respectively. As for agenda item No.8, minority shareholders did not support the proposed resolutions, the share of votes “Against” and “Abstention” was 28.0074%.
Extraordinary General Meeting of Shareholders
Meeting date: 23.12.2022
Form: Letter ballot
Quorum: 78.5433%
Outcomes of the EGM in 2022:
| Agenda item | Distribution of votes | Voting results and status of decision implementation | |
|---|---|---|---|
| 1 | 9M 2022 dividend payout, incl. dividend size, payout terms and form as well as record date | IN FAVOR – 99.9989% AGAINST – 0.0000% ABSTENTION — 0.0004% |
The shareholders decided to pay RUBruble 0.01893 per one common share as 9M2022 dividends in monetary form. |
| 2 | Early termination of the Board of Directors’ powers | IN FAVOR – 99.9886% AGAINST – 0.0001% ABSTENTION — 0.0096% |
The Board of Directors’ powers were terminated ahead of time |
| 3 | Election of the Company’s Board of Directors | Cumulative voting | New Board of Directors was elected. |
The minutes of the EGM were disclosed on the official website at: https://rosseti-ural.ru/en/company/controls/gsm/.
Analysis of the EGM voting
The quorum of the EGM totaled 78.5433%, showing a considerable interest of shareholders. Shareholders supported the proposed resolution drafts on agenda items No.1 and 2, the share of votes “Against” and “Abstention” was below 0.009%.