Document as of January 2016
In accordance with Article 78.1 of the Budget Code Russian Federation(Sobranie Zakonodatelstva Rossiyskoy Federatsii, 1998, N 31, Art. 3823; 2007, N 18, Art. 2117; N 45, Art. 5424; 2010, N 19, Art. 2291), clause 12 of the Decree of the Government of the Russian Federation of December 30 2011 N 1249 "On measures to implement the Federal Law" On the federal budget for 2012 and for the planning period of 2013 and 2014 "(" Russian newspaper", N 8, 01/18/2012) I order:
1. Approve the attached Rules for granting subsidies from the federal budget to federal budget institutions, subordinated to the Federal Communications Agency, for purposes not related to compensation standard costs to provide public services(performance of work).
2. Send this order to state registration to the Ministry of Justice of the Russian Federation.
Acting Head S.A. MALYANOV
Approved by order of the Federal Communications Agency of 03.02.2012 N 17
RULES FOR PROVIDING SUBSIDIES FROM THE FEDERAL BUDGET TO FEDERAL BUDGETARY INSTITUTIONS SUBJECT TO THE FEDERAL COMMUNICATIONS AGENCY FOR PURPOSES NOT RELATED TO REIMBURSEMENT OF STATE SERVICES (PERFORMANCE OF WORK)
1. These Rules establish the procedure for granting subsidies from the federal budget to federal budgetary institutions subordinate to the Federal Communications Agency (hereinafter referred to as institutions, recipients of subsidies) for the following purposes:
incentive payments at the rate of up to 5 percent of the standard costs for remuneration of employees of institutions;
implementation, in accordance with the legislation of the Russian Federation, of scholarships and material support for students (students, graduate students, doctoral students and other categories of students) in educational institutions;
monthly payment monetary compensation teaching staff institutions that are educational, in order to facilitate their provision of book publishing products and periodicals;
providing an annual allowance to graduate and doctoral students studying at the expense of the federal budget in educational institutions for the purchase of scientific literature;
provision of grants in the manner prescribed by the Decree of the Government of the Russian Federation of April 27, 2005 N 260 "On measures to state support young Russian scientists - candidates of sciences and doctors of sciences and leading scientific schools of the Russian Federation";
provision of grants in the manner prescribed by Decree of the Government of the Russian Federation of July 28, 2008 N 568 "On the federal target program" Scientific and scientific-pedagogical personnel innovative Russia"for 2009 - 2013".
2. Subsidies from the federal budget for the purposes specified in paragraph 1 of these Rules (hereinafter referred to as subsidies) are provided within the limits of budgetary appropriations provided for by the federal law on the federal budget for the relevant fiscal year and for the planning period, the limits of budgetary obligations approved in the prescribed manner to the Federal Communications Agency (hereinafter referred to as Rossvyaz) for the specified purposes.
3. The provision of subsidies is carried out in accordance with the agreement concluded between Rossvyaz and the institution (hereinafter - the agreement), which provides for the following conditions:
purpose, size and timing of subsidies;
the right of Rossvyaz to conduct inspections of compliance by the recipient of subsidies with the conditions established by the agreement;
the procedure for the return of amounts used by the recipient of subsidies, in the event that, based on the results of inspections conducted by Rossvyaz, as well as by authorized state control and supervision bodies, the fact of violation of the goals and conditions for the provision of subsidies determined by these Rules and the concluded agreement is established;
the procedure and terms for reporting on the implementation of expenses, the source financial support which are subsidies established by Rossvyaz.
4. The transfer of subsidies is carried out in accordance with the established procedure to accounts on which, in accordance with the legislation of the Russian Federation, operations with funds received by the recipient of subsidies are recorded.
Transactions with subsidies are accounted for on a personal account intended for accounting for transactions with funds provided to the recipient of subsidies in the form of subsidies for other purposes, opened for an institution in the body of the Federal Treasury in the manner established by the Federal Treasury.
5. Sanctioning the payment of monetary obligations of institutions whose source of financial support is subsidies is carried out in the manner established by Order of the Ministry of Finance of the Russian Federation dated July 16, 2010 N 72n "On the Authorization of Federal Expenses public institutions the source of financial support for which are subsidies received in accordance with paragraph two of clause 1 of Article 78.1 of the Budget Code of the Russian Federation" (registered by the Ministry of Justice of the Russian Federation on August 27, 2010, registration N 18269), as amended by order of the Ministry of Finance of the Russian Federation dated August 9, 2011 N 98n (registered by the Ministry of Justice of the Russian Federation on September 30, 2011, registration N 21939).
6. Unused balances of subsidies at the beginning of the current financial year shall be returned to the federal budget in accordance with the established procedure.
7. In accordance with the decision of Rossvyaz on the existence of a need for unused balances of subsidies as of January 1 of the next financial year, these balances can be used by the institution to finance expenses that correspond to the purposes of granting subsidies. This decision is made by Rossvyaz if available and on the basis of the relevant proposals of the institution.
8. Information on the volumes and timing of the transfer of subsidies is taken into account by Rossvyaz when forming a forecast of cash payments from the federal budget, which is necessary for compiling, in accordance with the established procedure, a cash plan for the execution of the federal budget.
9. If the recipient of subsidies violates the conditions for granting subsidies, the return of subsidies is carried out in the manner prescribed by the agreement.
10. Control over compliance with the conditions for granting subsidies is carried out by Rossvyaz.
On May 28, the Ministry of Justice of Russia registered the Order of the Federal Financial Markets Service of Russia dated 02.02.2012 N 12-6/pz-n On approval of the Regulations on additional requirements for the preparation, convening and holding general meeting shareholders (hereinafter - the Order, and the document approved by it - the Regulations). It will replace Decree of the Federal Securities Commission of Russia No. 17/ps dated May 31, 2002 On Approval of the Regulations on Additional Requirements for the Procedure for Preparing, Convening and Holding a General Meeting of Shareholders (hereinafter referred to as the old Order).
Most of the provisions of the Regulations repeat the content of the document approved by the old Order, but it also includes new rules for preparing, convening and holding a general meeting of shareholders. The most significant amendments will affect the procedure for electing governing bodies and audit commission company, the rules for determining the quorum of the general meeting and the requirements for accounting for votes on shares circulating outside the Russian Federation in the form of depositary securities.
The order will come into force six months after its official publication (at the time of preparation of the material, it was not published).
The procedure for electing management bodies and the audit commission
The regulation establishes the specifics of the procedure for electing the management bodies and the audit commission (auditor) of the company. So, if the agenda of the general meeting at the same time includes questions about early termination powers of previously elected members of the board of directors and the appointment of new ones, the decision is made in two stages. First, the results of voting on the first question are summed up. If the meeting makes a positive decision on it, the results of voting on the second issue are summed up. In case of a negative decision, there is no summing up on the second question (clause 4.26 of the Regulations).
It is supposed to establish additional rules for counting votes in the election of members of the board of directors. If the board of directors is elected by cumulative voting, then the meeting participant, in accordance with the Regulations, has the right to vote for more candidates than is required to elect the board of directors. Opposite each candidate, he indicates the number of his votes cast for this candidate (clause 2.21 of the Regulations).
Members of the board of directors, the collegial executive body or the sole executive body will not be able to vote at the election of members of the audit commission (auditor) - their votes on shares are not taken into account. However, the Regulations established an exception for the case when, simultaneously with the election of the audit commission, the issue of changing the composition of the company's management bodies is put to the vote - and resolved positively. In such a situation, the votes of persons removed from the management bodies of the company are taken into account, but the votes of members of the management bodies appointed within the framework of the current meeting are not (clause 4.27 of the Regulations).
When electing members of the audit commission, counting commission, collegial executive body, the voting ballot shall not contain more votes for than it is supposed to elect members of the company's management bodies. Otherwise, the ballot will be declared invalid. However, if in the same ballot there are votes for and against the candidate at the same time, only the line with this candidate is invalidated (clause 4.22 of the Regulations).
In accordance with the Regulations, a proposal to nominate a candidate for a general director, a member of the board of directors or an audit committee must contain the consent of the candidate himself, if such a requirement is established by the company's charter. In addition, the charter may require additional information about the candidate to be included in the proposal for nomination (clause 2.8 of the Regulations).
Rules for determining the quorum of the general meeting
The regulation contains a detailed list of criteria for determining the quorum, indicating which shares are taken into account and which are not.
Thus, the quorum of the general meeting (the quorum on the issues included in the agenda of the general meeting) is determined based on the number of placed (circulating and not redeemed) voting shares of the company as of the date of compiling the list of persons entitled to participate in the general meeting (para. 4.20 of the Regulations).
In addition, shares are listed that will not be taken into account when determining the quorum. These are shares that were not paid in full when the company was founded (unless otherwise provided by the company's charter), as well as shares, the ownership of which has passed to the company.
The Regulation duplicated the norm of Art. 84.2 of the Federal Law of December 26, 1995 N 208-FZ On Joint Stock Companies (hereinafter referred to as the Law On Joint Stock Companies) on the rules for determining the quorum in the event that a person has acquired more than 30 (50 or 75) percent of the total number of outstanding ordinary shares (paragraph 4, paragraph 4.20 Regulations). In accordance with this article, the specified person must send to the company a mandatory offer to other participants to buy out the remaining shares of the company. If such a proposal is not sent before the date of the general meeting, then the shares belonging to this person and its affiliates are not considered voting and are not taken into account when determining the quorum.
Also, when determining the quorum, the following shares are not taken into account:
— redeemed after the date of compiling the list of persons entitled to participate in the general meeting, and before the date of the general meeting;
- belonging to one person and exceeding the restrictions established by the charter of the company. In accordance with Part 3, Article 11 of the Law on Joint Stock Companies, the charter of the company may determine the maximum number of shares owned by one shareholder, their total nominal value, as well as the maximum number of votes granted to one shareholder;
- belonging to persons recognized in accordance with Article 81 of the Law on Joint Stock Companies as interested in the company's transaction (several interconnected transactions), in the event of a quorum on the issue of approving the transaction (several interconnected transactions) of the company, in which (which) there is an interest;
- owned by members of the board of directors (supervisory board) of the company or persons holding positions in the management bodies of the company, if a quorum is determined on the issue of electing the audit commission (auditor) of the company.
If the general meeting is held in the form of absentee voting, then when determining its quorum, votes on a voting ballot that does not contain the signature of a person (representative of a person) entitled to participate in the general meeting are not taken into account. If it is held in the form of a meeting, then a similar rule will be applied in the case of voting by ballot by sending it to the company (clause 4.24 of the Regulations).
When determining the quorum of the general meeting, in which the person voting on shares circulating outside the Russian Federation in the form of depositary securities takes part, only the number of such shares in respect of which the said person received instructions from holders of depository securities is taken into account (clause 4.11 Regulations).
The Regulations determine how a person voting on shares circulating outside the Russian Federation in the form of depositary securities should act at a general meeting of shareholders.
Such a person, when registering for participation in the general meeting, is obliged to inform the counting commission in writing of information on the number of such shares in respect of which he received instructions from holders of depositary securities (clause 4.12 of the Regulations).
If, on various issues included in the agenda of the general meeting, the number of shares in respect of which the named person received instructions from holders of depository securities differs (does not match), it is obliged to inform the counting commission of information on the corresponding number of such shares on each such issue, included in the agenda of the general meeting.
If on shares circulating outside the Russian Federation in the form of depository securities, the above-mentioned person voted with a number of votes that does not correspond to the number of such shares reported by the counting commission, then these votes are not taken into account when summing up the results of voting at the general meeting.
The old Order also contained a requirement to vote on shares circulating outside the Russian Federation in the form of securities of a foreign issuer, issued in accordance with foreign law and certifying the rights to such shares. Voting on these shares was to be carried out only in accordance with the instructions of the holders of depository securities, however, there was no detailed requirement for the procedure for such voting in the old Order.
Other changes to the rules for holding a general meeting of shareholders
In accordance with the Regulations, the general meeting should be held in the settlement (city, town, village) that is the location of the company, unless another place of its holding is established by the company's charter (clause 2.9 of the Regulations). Thus, the norm will be excluded, allowing the establishment of a different place for holding the general meeting in the internal document of the company, which regulates the procedure for the activities of the general meeting. Note that when choosing a venue for a general meeting of shareholders, it is advisable to take into account clause 5 information letter Presidium of the Supreme Arbitration Court of the Russian Federation dated November 25, 2008 N 127. It was reported that the indication in the charter (internal document of the company) as the venue for the general meeting of shareholders of non-CIS cities in certain cases can be considered arbitration courts as an abuse of power.
The Regulation establishes how to determine the date of making a proposal on the agenda of the general meeting and the date of receipt of this proposal, if it is submitted through courier service. Such dates will be: for sending - the date of transfer to the courier service, for receipt - the date of delivery by the courier (clauses 2.4 and 2.5 of the Regulations).
The Regulation contains indications of additional information that should, in certain cases, be included in the list of persons entitled to participate in the General Meeting of Shareholders:
- if the shares of the company are recorded on the personal account (deposit account) securities of unidentified persons, then the list of persons entitled to participate in the general meeting includes information on the number of such shares indicating that they belong to unidentified persons (clause 2.14 Regulations);
- if the shares of the company are accounted for on the account of a nominal holder who has not provided data on the persons in whose interests he owns shares, then the list of persons entitled to participate in the general meeting shall include information on the number of such shares, indicating that the specified nominal the holder did not provide the relevant data (clause 2.15 of the Regulations).
In addition, the Regulations establish a list of documents that must be provided for familiarization to persons entitled to participate in the general meeting, if the agenda includes the issue of reorganization of the company. Compared to the previous list, this list has been supplemented the following documents(clause 3.5 of the Regulations):
— a draft decision on division, separation or transformation or an agreement (draft agreement) on merger or accession, concluded between the companies participating in the merger or accession;
— draft transfer deed (separation balance sheet).
The Regulations stipulate that a general meeting held in the form of a meeting opens if, by the time it starts, there is a quorum for at least one of the issues included in the agenda. Persons entitled to participate in the general meeting may register before the completion of the discussion of the last item on the agenda for which there is a quorum. At the end of the discussion, those present must be informed of the number of votes held by the persons who have registered (participated) in the general meeting. Next, the voting of persons who have not voted until this moment will take place (clauses 4.10 and 4.16 of the Regulations).
The secretary of the general meeting in accordance with the Regulations will be appointed as the chairman of the general meeting, unless the charter or internal document of the company governing the activities of the general meeting establishes a different procedure for his appointment (election) (clause 4.14 of the Regulations).
The Regulation determines who should be the chairman of the extraordinary general meeting, which is held in pursuance of a court decision. If at such a meeting there are no persons presiding over the general meeting in accordance with the Law on Joint Stock Companies, the chairman is the body (chairman of the body) of the company or the person who, in accordance with a court decision, holds such an extraordinary general meeting (clause 4.19 of the Regulations).
In accordance with the Regulations, the list of information that must be indicated in the minutes of the general meeting and in the minutes of voting results at the general meeting has been expanded. Now these documents will need to include the date of drawing up the list of persons entitled to participate in the general meeting (clauses 4.29 and 4.31 of the Regulations). It should be noted that the Law on Joint Stock Companies establishes requirements for the timing of compiling a list of persons entitled to participate in the general meeting (paragraph 2 and paragraph 3, clause 1, article 51 of the Law On Joint Stock Companies).
The Regulations do not contain requirements for the company's annual report, which are currently enshrined in two regulations: in the old Order and in the Order of the Federal Financial Markets Service of the Russian Federation dated 04.10.2011 N 11-46 / pz-n On Approval of the Regulations on the Disclosure of Information by Issuers of Equity Securities. This is done in order to avoid duplication of almost identical norms in two different normative acts.
Order of the Federal Financial Markets Service No. 12-6/pz-n of February 2, 2012, Moscow “On Approval of the Regulation on Additional Requirements for the Procedure for Preparing, Convening and Holding a General Meeting of Shareholders”
Registered with the Ministry of Justice of the Russian Federation on May 28, 2012.
Registration N 24341
In accordance with paragraph 2 of Article 47, paragraph 3 of Article 52 of the Federal Law of December 26, 1995 N 208-FZ "On Joint Stock Companies" (Collected Legislation of the Russian Federation, 1996, N 1, Article 1; 1999, N 22, Article 2672 ; 2001, N 33, item 3423; 2002, N 12, item 1093; N 45, item 4436; 2003, N 9, item 805; 2004, N 11, item 913; N 15, item 1343 ; N 49, item 4852; 2005, N 1, item 18; 2006, N 1, item 5, item 19; N 2, item 172; N 31, item 3445, item 3454; N 52 , item 5497; 2007, N 7, item 834; N 31, item 4016; N 49, item 6079; 2008, N 18, item 1941; 2009, N 1, item 23; N 19, item 2279; N 23, item 2770; N 29, item 3642; N 52, item 6428; 2010, N 41, item 5193; N 45, item 5757; 2011, N 1, item 13, item 21; N 30, item 4576; N 49, item 7024), Regulations on the Federal Service for financial markets, approved by Decree of the Government of the Russian Federation of August 29, 2011 N 717 (Collected Legislation of the Russian Federation, 2011, N 36, Art. 5148), I order:
1. Approve the attached Regulations on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders.
2. Do not apply from the date of entry into force of this order:
Decree of the Federal Securities Commission of Russia dated May 31, 2002 N 17/ps “On approval of the Regulations on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders” 1 ;
Decree of the Federal Securities Commission of Russia dated 07.02.2003 N 03-6/ps "On amendments and additions to the Regulations on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders, approved by Decree of the FCSM of Russia dated 31.05.2002 N 17/ps" 2 .
3. This order comes into force six months after its official publication.
1 Registered with the Ministry of Justice of the Russian Federation on July 16, 2002, registration N 3578.
2 Registered with the Ministry of Justice of the Russian Federation on February 14, 2003, registration N 4221.
Supervisor
D.V. Pankin
Note. Ed.: The order was published in the Bulletin of Normative Acts of the Federal Executive Bodies, N 35, 27.08.2012.
Approved
by order Federal Service
on financial markets
dated February 2, 2012 N 12-6 / pz-n
REGULATIONS ON ADDITIONAL REQUIREMENTS TO THE PROCEDURE FOR PREPARING, CONVENING AND HOLDING A GENERAL MEETING OF SHAREHOLDERS
I. General provisions
1.1. This Regulation on additional requirements for the procedure for preparing, convening and holding a general meeting of shareholders (hereinafter referred to as the Regulation) applies to annual and extraordinary general meetings of shareholders of closed and open joint stock companies (hereinafter referred to as companies) held in the form of a meeting (joint presence of shareholders for discussion agenda items and making decisions on issues put to vote) or absentee voting.
This Regulation does not apply to companies, all voting shares of which belong to one shareholder.
1.2. Preparation, convening and holding of the General Meeting of Shareholders (hereinafter referred to as the General Meeting) are carried out in accordance with federal law“On Joint Stock Companies”, these Regulations, the charter of the company, internal documents of the company that regulate the activities of the general meeting.
1.3. If the company's shares are accounted for on a personal account (depo account) management company unit investment fund, the rules provided for by this Regulation for shareholders (persons entitled to participate in the general meeting) of the company are applied to it, unless otherwise provided by this Regulation or other regulatory legal acts of the Russian Federation.
II. Additional requirements for the procedure for preparing the general meeting of shareholders
2.1. Proposals to include items on the agenda and proposals to nominate candidates to management bodies and other bodies of the company (hereinafter referred to as proposals to the agenda) may be made, and requests to hold an extraordinary general meeting may be submitted by:
directions postal service or through a courier service at the address (location) of the sole executive body (at the address of the manager or the address (location) of the permanent executive body managing organization) of a society contained in a single state register legal entities, at the addresses specified in the charter of the company or the internal document of the company that regulates the activities of the general meeting;
delivery against signature to the person exercising the functions of the sole executive body of the company, the chairman of the board of directors (supervisory board) of the company, the corporate secretary of the company, if such a position is provided for in the company, or to another person authorized to receive written correspondence addressed to the company;
directions in any other way (including by electric communication, including facsimile and telegraph communication, email using an electronic digital signature) if it is provided for by the charter or other internal document of the company that regulates the activities of the general meeting.
2.2. A proposal for the agenda of the general meeting and a request to hold an extraordinary general meeting are recognized as received from those shareholders who (whose representatives) signed them.
2.4. The date for the proposal to be included in the agenda of the general meeting is:
if the proposal for the agenda of the general meeting is sent by post, the date indicated on the imprint of the calendar stamp confirming the date of sending postal item;
if the proposal for the agenda of the general meeting is sent through a courier service - the date of transfer to the courier service for sending;
if the proposal for the agenda of the general meeting is handed over against signature - the date of delivery;
if the proposal for the agenda of the general meeting is sent by electric communication, e-mail or in any other way provided for by the charter or other internal document of the company regulating the activities of the general meeting - the date determined by the charter of the company or other internal document of the company regulating the activities of the general meeting.
2.5. The date of receipt of the proposal to the agenda of the general meeting or the request to hold an extraordinary general meeting (the date of presentation (submission) of the request to hold an extraordinary general meeting) is:
if a proposal for the agenda of the general meeting or a request to hold an extraordinary general meeting is sent by ordinary letter or other ordinary postal item, the date the addressee received the postal item;
if the proposal for the agenda of the general meeting or the request to hold an extraordinary general meeting is sent by registered mail or other registered postal item, the date of delivery of the postal item to the addressee against receipt;
if a proposal for the agenda of the general meeting or a request to hold an extraordinary general meeting is sent through a courier service, the date of delivery by the courier;
if the proposal for the agenda of the general meeting or the request to hold an extraordinary general meeting is handed over against signature, the date of delivery;
if a proposal to the agenda of the general meeting or a request to hold an extraordinary general meeting is sent by electric communication, e-mail or in any other way provided for by the charter or other internal document of the company regulating the activities of the general meeting, the date determined by the charter of the company or other internal document of the company regulating activities of the general assembly.
2.6. If a proposal for the agenda of the general meeting or a request to hold an extraordinary general meeting is signed by a representative of the shareholder acting in accordance with the powers based on a power of attorney, such proposal (request) must be accompanied by a power of attorney (a copy of the power of attorney certified in the prescribed manner) containing information about the person represented and the representative, which, in accordance with the Federal Law "On Joint-Stock Companies", must be contained in the power of attorney for voting, drawn up in accordance with the requirements of the Federal Law "On Joint-Stock Companies" for issuing a power of attorney for voting.
2.7. If a proposal for the agenda of the general meeting or a request to hold an extraordinary general meeting is signed by a shareholder (his representative), whose rights to shares are recorded on a depo account with a depository that records the rights to these shares, an extract must be attached to such proposal (requirement) on the shareholder's depo account with the relevant depository.
2.8. When nominating candidates to the board of directors (supervisory board), collegial executive body, audit commission (auditors) and counting commission company, as well as when nominating a candidate for the position of the sole executive body of the company, the proposal to nominate the relevant candidate must contain information about the candidate’s consent to his nomination, if this is provided for by the charter or internal documents of the company, as well as other information about the candidate provided for by the charter or internal documents society. A proposal to nominate a candidate may be accompanied by the written consent of the candidate to nominate him.
2.9. The general meeting must be held in the settlement (city, township, village) that is the location of the company, unless another place of holding it is established by the charter of the company.
2.10. When preparing for the general meeting, in addition to making decisions on the issues specified in paragraph 1 of Article 54 of the Federal Law "On Joint Stock Companies", decisions must be made to determine the type (s) of preferred shares, the owners of which have the right to vote on the agenda of the general meeting, and when preparing for a general meeting held in the form of a meeting, also about the start time of registration of persons participating in such a general meeting.
2.11. The list of persons entitled to participate in the general meeting includes:
shareholders - owners of ordinary shares of the company;
shareholders - owners of preferred shares of a company of a certain type, which, in accordance with its charter, grant the right to vote, if such preferred shares were placed before January 1, 2002 or if such preferred shares were converted into equity securities placed before January 1, 2002, convertible into preferred shares ;
shareholders - owners of preferred shares of a company of a certain type, the amount of dividend on which is determined in the charter of the company (with the exception of cumulative preferred shares of the company), if at the last annual general meeting, regardless of the reason, a decision was not made to pay dividends on preferred shares of this type or a decision was made on the partial payment of dividends on preferred shares of this type;
shareholders - owners of cumulative preferred shares of a company of a certain type, if at the last annual general meeting, at which, in accordance with the charter of the company, a decision was to be made on the payment of accumulated dividends on these shares, regardless of the basis, such a decision was not made or was a decision was made on incomplete payment of accumulated dividends;
shareholders - owners of preferred shares of the company, if the agenda of the general meeting includes the issue of reorganization or liquidation of the company or the issue provided for by paragraph 1 of Article 92.1 of the Federal Law "On Joint Stock Companies";
shareholders - owners of preferred shares of a company of a certain type, if the agenda of the general meeting includes the issue of introducing amendments or additions to the charter of the company (approval of the charter of the company in new edition) limiting the rights of shareholders - owners of this type of preferred shares, as well as on the adoption of a decision that, in accordance with the Federal Law "On Joint Stock Companies", is the basis for making changes or additions to the company's charter that restrict the rights of shareholders - owners of this type of preferred shares;
representatives of the Russian Federation, a constituent entity of the Russian Federation or municipality, if the company uses a special right for the participation of the Russian Federation, a constituent entity of the Russian Federation or a municipality in the management of the specified company (“golden share”);
other persons in cases stipulated by federal laws.
2.12. If the shares of the company constitute the property of mutual investment funds, the list of persons entitled to participate in the general meeting shall include the management companies of these mutual investment funds.
2.13. If the shares of the company are credited to the personal account (deposit account) of the trustee (trustee of rights), the list of persons entitled to participate in the general meeting includes the trustee (trustee of rights), on whose account such shares are recorded.
2.14. If the shares of the company are recorded on the personal account (depo account) "securities of unidentified persons", the list of persons entitled to participate in the general meeting shall include information on such a number of shares indicating that the shares belong to unidentified persons.
2.15. If the shares of the company are accounted for on the account of a nominal holder who has not provided data on the persons in whose interests he owns shares, the list of persons entitled to participate in the general meeting shall include information on such a number of shares indicating that the specified nominal the holder has not provided the relevant data.
2.16. In case of transfer of shares after the date of drawing up the list of persons entitled to participate in the general meeting, and before the date of the general meeting (hereinafter referred to as shares transferred after the date of drawing up the list), the person included in this list is obliged to issue a power of attorney to the acquirer to vote or vote at the general meeting in accordance with the instructions of the acquirer of shares. This rule also applies to each subsequent case of share transfer.
When transferring shares transferred after the date of compilation of the list to two or more acquirers, the person included in the list of persons entitled to participate in the general meeting is obliged to vote at the general meeting in accordance with the instructions of each acquirer of shares and (or) issue a power of attorney to each acquirer of shares for voting, indicating in such a power of attorney the number of shares, voting on which is provided by this power of attorney.
If the instructions of the acquirers match, then their votes are summed up. If the instructions of the purchasers regarding voting on the same issue of the agenda of the general meeting do not match, then the person included in the list of persons entitled to participate in the general meeting is obliged to vote on such issue in accordance with the instructions received with the number of votes that provided by the shares held by each purchaser.
If in respect of shares transferred after the date of drawing up the list, the person included in the list of persons entitled to participate in the general meeting has issued powers of attorney for voting, the purchasers of such shares shall be subject to registration for participation in the general meeting and they must be issued voting ballots.
2.17. If the shares granting the right to vote at the general meeting are circulated outside the Russian Federation in the form of securities of a foreign issuer issued in accordance with foreign law and certifying the rights to such shares (depository securities), voting on such shares must be carried out only in accordance with the instructions of the holders of depositary securities.
2.18. The voting ballot opposite each voting option must contain fields for putting down the number of votes cast for each voting option, and may also contain an indication of the number of votes belonging to a person entitled to participate in the general meeting. At the same time, if such a ballot is used to vote on two or more items on the agenda of the general meeting and the number of votes by which a person entitled to participate in the general meeting can vote does not match on different items on the agenda of the general meeting, such a ballot must indicate the number of votes that a person entitled to participate in the general meeting can vote on each item on the agenda of the general meeting.
the voter has the right to choose only one voting option, except in cases of voting in accordance with the instructions of persons who have acquired shares after the date of compiling the list of persons entitled to participate in the general meeting, or in accordance with the instructions of holders of depository securities;
if more than one voting option is left in the ballot, then in the fields for putting down the number of votes cast for each voting option, the number of votes cast for the corresponding voting option must be indicated, and a note is made that voting is carried out in accordance with the instructions of the purchasers of shares transferred after the date of compiling the list of persons entitled to participate in the general meeting, and (or) in accordance with the instructions of the holders of depositary securities;
voting by proxy issued in respect of shares transferred after the date of drawing up the list of persons entitled to participate in the general meeting, in the field for putting down the number of votes opposite the left voting option, must indicate the number of votes cast for the left voting option, and do a note that voting is carried out by proxy issued in respect of shares transferred after the date of compiling the list of persons entitled to participate in the general meeting;
if after the date of drawing up the list of persons entitled to participate in the general meeting, not all shares have been transferred, the voter in the field for putting down the number of votes opposite the left voting option must indicate the number of votes cast for the left voting option and make a note that that part of the shares was transferred after the date of drawing up the list of persons entitled to participate in the general meeting. If in respect of shares transferred after the date of compiling the list of persons entitled to participate in the general meeting, instructions are received from the purchasers of such shares that coincide with the voting option left, then such votes are summed up.
2.20. The ballot for voting by which cumulative voting is carried out on the issue of electing members of the board of directors (supervisory board) of the company, in addition to explaining the essence of cumulative voting, must also contain an explanation that the fractional part of the vote obtained as a result of multiplying the number of votes belonging to the shareholder — the owner of a fractional share, for the number of persons to be elected to the board of directors (supervisory board) of the company, can be given only for one candidate.
2.21. In the ballot for cumulative voting, the voting options “for”, “against”, “abstained” are indicated once in relation to all candidates included in the list of candidates for election to the board of directors (supervisory board) of the company, and opposite each candidate , included in the specified list, must contain a field for putting down the number of votes cast for this candidate.
The number of candidates among whom votes are distributed in cumulative voting may exceed the number of persons to be elected to the board of directors (supervisory board) of the company.
III. Additional requirements for the procedure for convening a general meeting of shareholders
3.1. In the notice of holding a general meeting held in the form of a meeting, the address where the meeting will be held must be indicated as the place of the general meeting.
In addition to the information provided for in Clause 2 of Article 52 and Clause 2 of Article 76 of the Federal Law "On Joint Stock Companies", the notice of a general meeting held in the form of a meeting must indicate the start time of registration of persons participating in the general meeting.
3.2. To additional information(materials), mandatory to provide to persons entitled to participate in the annual general meeting, in preparation for the annual general meeting, include:
the company's annual report;
conclusion of the audit commission on the reliability of the data contained in the company's annual report;
recommendations of the board of directors (supervisory board) of the company on the distribution of profits, including the amount of the dividend on the company's shares and the procedure for its payment, and the company's losses based on the results of the financial year.
3.3. To additional information that must be provided to persons entitled to participate in the general meeting in preparation for the general meeting, the agenda of which contains the issue of electing members of the board of directors (supervisory board), members of the audit commission, members of the counting commission, members of the collegial executive body of the company, on the formation of the sole executive body and (or) on the election of the auditor of the company, includes information on the presence or absence of a written consent of the nominated candidates for election to the relevant body of the company.
3.4. Additional information (materials) that must be provided to persons entitled to participate in the general meeting in preparation for the general meeting, the agenda of which includes issues, voting on which may give rise to the right to demand the repurchase of shares by the company, includes:
an independent appraiser's report on the market value of the company's shares, the requirements for the redemption of which may be presented to the company;
calculation of the value of the company's net assets according to the company's financial statements for the last completed reporting period;
the minutes (extract from the minutes) of the meeting of the board of directors (supervisory board) of the company, at which a decision was made to determine the buyback price of the company's shares, indicating the share buyback price.
3.5. Additional information (materials) that must be provided to persons entitled to participate in the general meeting in preparation for the general meeting, the agenda of which includes the issue of reorganization of the company, includes:
a draft decision on separation, separation or transformation or an agreement (draft agreement) on merger or accession, concluded between the companies participating in the merger or accession;
substantiation of the conditions and procedure for the reorganization of the company, contained in the decision on division, separation or transformation or in the agreement on merger or accession, approved (adopted) by the authorized body of the company;
draft deed of transfer (separation balance sheet);
annual reports and annual financial statements of all organizations participating in the reorganization for three completed financial years preceding the date of the general meeting, or for each completed financial year from the moment the organization was formed, if the organization has been operating for less than three years;
quarterly financial statements of all organizations participating in the reorganization for the last completed quarter preceding the date of the general meeting.
3.6. Information (materials) to be provided to persons entitled to participate in the general meeting, in preparation for the general meeting of the company, must be provided at the premises at the address of the sole executive body of the company, as well as in other places, the addresses of which are indicated in the notice of the general meeting. assembly.
The company is obliged, at the request of the person entitled to participate in the general meeting of shareholders, to provide him with copies of the specified documents within 7 days from the date of receipt by the company of the relevant request (from the date of the deadline during which the information (materials) to be provided to persons having the right to participate in the general meeting, should be available to such persons if the corresponding request was received by the company before the start of the specified period), unless a shorter period is provided for by the charter of the company or the internal document of the company regulating the activities of the general meeting.
The fee charged by the company for providing copies of documents containing information (copies of materials) to be provided to persons entitled to participate in the general meeting in preparation for the general meeting of the company cannot exceed the costs of their production.
3.7. The list of persons entitled to participate in the general meeting and a copy of it shall be provided for review at the request of the person (persons) included in the specified list and possessing (possessing) at least 1 percent of the votes on any item on the agenda of the general meeting, in the manner established by these Regulations for the provision of information (materials) in preparation for the general meeting.
IV. Additional requirements for the procedure for holding a general meeting of shareholders
4.1. The general meeting may be attended by persons included in the list of persons entitled to participate in the general meeting, persons to whom the rights of these persons to shares have been transferred by inheritance or reorganization, or their representatives acting in accordance with the powers based on instructions federal laws or acts authorized to do so government agencies or bodies local government or a power of attorney in writing.
4.2. If voting at the general meeting can be carried out by sending completed voting ballots, sending the completed voting ballots to the address (location) of the sole executive body (at the address of the manager or the address (location) of the permanent executive body of the managing organization) of the company contained in the unified state register of legal entities, at the address specified in the company's charter or the company's internal document regulating the activities of the general meeting, is recognized as sending to the appropriate postal address, regardless of the indication of such a postal address in the notice of the general meeting.
4.3. If the register of shareholders of the company is maintained by a registrar, the functions of the counting commission of the company cannot be performed by other registrars.
4.4. If in a company with a number of shareholders owning one hundred or fewer voting shares, a counting commission has not been created, the functions of the counting commission provided for by law shall be performed by a person (persons) authorized by the company, including the registrar of the company.
4.5. If the functions of the counting commission are carried out by the registrar, he has the right to authorize one or several persons from among his employees to perform such functions on his own behalf.
4.6. Registration of persons participating in the general meeting held in the form of a meeting must be carried out at the address of the place where the general meeting is held.
4.7. Persons entitled to participate in the general meeting are subject to registration for participation in the general meeting, with the exception of persons whose ballots were received no later than two days before the date of the general meeting, if voting on the agenda of the general meeting can be carried out by sending to the society of completed ballot papers.
Persons entitled to participate in the general meeting held in the form of a meeting, whose bulletins are received no later than two days before the date of the general meeting, have the right to attend the general meeting.
4.8. Documents certifying the powers of legal successors and representatives of persons included in the list of persons entitled to participate in the general meeting (their duly certified copies) shall be attached to the ballot papers sent by these persons or transferred to the counting commission or to the registrar performing the functions of the counting commission upon registration of these persons for participation in the general meeting.
4.9. Registration of persons entitled to participate in the general meeting should be carried out subject to the identification of persons who came to participate in the general meeting by comparing the data contained in the list of persons entitled to participate in the general meeting with the data of the documents presented (submitted) the indicated persons.
4.10. The general meeting, held in the form of a meeting, opens if by the time it starts there is a quorum for at least one of the issues included in the agenda of the general meeting. Registration of persons entitled to participate in the general meeting, who did not register to participate in the general meeting before its opening, ends after the discussion of the last item on the agenda of the general meeting (the last item on the agenda of the general meeting for which there is a quorum) and before the start of time, which is provided for voting to persons who have not voted up to that moment.
If by the time of the start of the general meeting there is no quorum on any of the issues included in the agenda of the general meeting, the opening of the general meeting is postponed for the period established by the charter of the company or the internal document of the company regulating the activities of the general meeting, but not more than 2 hours. If the charter of the company or the internal document of the company regulating the activities of the general meeting does not indicate the date for postponing the opening of the general meeting, the opening of the general meeting is postponed by 1 hour.
Postponing the opening of the general meeting more than once is not allowed.
4.11. When determining the quorum of the general meeting, in which the person voting on shares circulating outside the Russian Federation in the form of depositary securities takes part, only the number of shares circulating outside the Russian Federation in the form of depository securities, in respect of which the specified person received instructions from holders of depositary securities.
4.12. When registering for participation in the general meeting of a person voting on shares circulating outside the Russian Federation in the form of depository securities, the said person is obliged to inform the counting commission in writing about the number of shares circulating outside the Russian Federation in the form of depositary securities, in respect of which the indicated person received instructions from holders of depository securities.
If, on various issues included in the agenda of the general meeting, the number of shares in respect of which the specified person received instructions from holders of depository securities differs (does not match), it is obliged to inform the counting commission of information on the corresponding number of shares in respect of which it received instructions from holders of depositary securities, on each such issue included in the agenda of the general meeting.
If the person specified in this clause, on shares circulating outside the Russian Federation in the form of depositary securities, voted with a number of votes that does not correspond to the number of such shares, information about which was communicated by him in accordance with this clause of the counting commission, these votes are not taken into account when summing up the voting results at the general meeting.
4.13. Persons registered to participate in the general meeting held in the form of a meeting are entitled to vote on all agenda items from the opening of the general meeting until its closing, and if, in accordance with the charter of the company, the internal document of the company regulating the activities of the general meeting, or by a decision of the general meeting that determines the procedure for conducting the general meeting, the voting results and decisions taken by the general meeting are announced at the general meeting - from the moment the general meeting opens and until the start of counting votes on the agenda of the general meeting. This rule does not apply to voting on the procedure for holding a general meeting.
After the discussion of the last item on the agenda of the general meeting (the last item on the agenda of the general meeting for which there is a quorum) and until the closing of the general meeting (the beginning of the counting of votes), persons who have not voted before this moment must be given time to vote.
4.14. The secretary of the general meeting is appointed presiding at the general meeting, unless the charter or internal document of the company regulating the activities of the general meeting establishes a different procedure for his appointment (election).
4.15. The General Meeting, by the time of opening of which there was a quorum only on certain issues of the agenda, cannot be closed if by the time of the end of registration, persons have registered, whose registration provides a quorum for making a decision on other issues on the agenda of the General Meeting.
4.16. After the completion of the discussion of the last item on the agenda of the general meeting, for which there is a quorum, and before the start of the time that is provided for voting by persons who have not voted until that moment, the persons present at the general meeting must be informed of the number of votes held persons who have registered and (or) participated in the general meeting by this moment.
4.17. Voting ballots received by the company and signed by a representative acting on the basis of a power of attorney to vote shall be declared invalid if the company or the registrar acting as the company's counting commission receives a notice of replacement (withdrawal) of this representative no later than two days before the date of the general meeting .
The person entitled to participate in the general meeting (including new representative acting on the basis of a power of attorney to vote) is subject to registration for participation in the general meeting, and voting ballots must be issued to him if the notice of replacement (revocation) of the representative is received by the company or the registrar acting as the counting commission, before the registration of the representative, whose powers are terminated.
4.18. If voting at a general meeting held in the form of a meeting can be carried out by sending completed voting ballots to the company, as well as in the case of holding a general meeting in the form of absentee voting, at the request of the persons included in the list of persons entitled to participate in such a general meeting, they are given ballots for voting with a mark on their re-issuance.
4.19. If at an extraordinary general meeting held in pursuance of a court decision to compel the company to hold an extraordinary general meeting, there are no persons who preside over the general meeting in accordance with the Federal Law "On Joint Stock Companies", the chairman of the general meeting is the body (chairman of the body) of the company or a person who, in accordance with the decision of the court, holds such an extraordinary general meeting.
4.20. The quorum of the general meeting (quorum on issues included in the agenda of the general meeting) is determined based on the number of placed (circulating and not redeemed) voting shares of the company as of the date of compiling the list of persons entitled to participate in the general meeting, minus:
shares not paid in full upon the establishment of the company, unless otherwise provided by the charter of the company;
shares, the ownership of which has passed to the company;
shares that make up more than 30, 50 or 75 percent of the total number of outstanding ordinary shares of an open company, as well as preferred shares of an open company that grant voting rights in accordance with paragraph 5 of Article 32 of the Federal Law "On Joint Stock Companies", if such shares are owned by a person, which, in accordance with Article 84.2 of the Federal Law “On Joint Stock Companies”, is obliged to make a mandatory offer and which has not sent a mandatory offer to an open company, as well as to its affiliates;
shares redeemed after the date of compiling the list of persons entitled to participate in the general meeting and before the date of the general meeting;
shares owned by one person that exceed the limits established by the charter of the company in accordance with paragraph 3 of Article 11 of the Federal Law "On Joint Stock Companies", in terms of the number of shares owned by one shareholder and their total nominal value, as well as the maximum number of votes granted one shareholder;
shares owned by persons recognized in accordance with Article 81 of the Federal Law "On Joint Stock Companies" as interested in the company's transaction (several interconnected transactions), if a quorum is determined on the issue of approving the transaction (several interconnected transactions) of the company, in which (which ) there is an interest;
shares owned by members of the board of directors (supervisory board) of the company or persons holding positions in the management bodies of the company, if a quorum is determined on the issue of electing the audit commission (auditor) of the company.
When determining the presence of a quorum and counting the votes, the parts of the votes provided by fractional shares are summed up without rounding.
4.21. If, during the counting of votes, two or more filled-in ballots of one person are found, in which different voting options are left for one issue of the agenda of the general meeting, then in the part of voting on such an issue, all these ballots are recognized as invalid.
This rule does not apply to voting ballots signed by the person who issued the power of attorney for voting in respect of shares transferred after the date of compiling the list of persons entitled to participate in the general meeting, and (or) by persons acting on the basis of such powers of attorney, in which the fields for putting down the number of votes cast for each voting option indicate the number of votes cast for the corresponding voting option, and contain the appropriate marks provided for in clause 2.19 of these Regulations.
4.22. If in the ballot for the election of members of the audit commission, members of the counting commission, members of the collegial executive body of the company, the voting option “for” is left for more candidates than the number of persons to be elected to the relevant body of the company, the ballot in terms of voting on this issue is invalid.
This rule does not apply to voting ballots signed by the person exercising voting on shares transferred after the date of drawing up the list of persons entitled to participate in the general meeting, in accordance with the instructions received from the purchasers of such shares, and (or) the person exercising voting on shares circulating outside the Russian Federation in the form of depositary securities, in accordance with the instructions received from the holders of depositary securities, and containing the appropriate marks provided for in clause 2.19 of these Regulations.
Votes on a voting ballot that does not contain the signature of a person (representative of a person) entitled to participate in the general meeting are not taken into account when determining the quorum of the general meeting held in the form of absentee voting, as well as when determining the quorum of the general meeting held in the form of a meeting if voting with such a ballot was carried out by sending it to the company that received the said ballot no later than two days before the date of the meeting.
4.25. The date of the general meeting held in the form of absentee voting is the closing date for the acceptance of voting ballots.
4.26. If the agenda of the extraordinary general meeting includes issues on the early termination of the powers of members of the board of directors (supervisory board) of the company and on the election of a new composition of the board of directors (supervisory board) of the company, the voting results on the issue of electing a new composition of the board of directors (supervisory board) companies are not summed up unless a decision is made on the early termination of the powers of previously elected members of the board of directors (supervisory board) of the company.
4.27. If, simultaneously with the issue of electing the audit commission (auditor) of the company, the agenda of the general meeting also includes issues on the election of members of the board of directors (supervisory board) of the company and (or) on the formation of the executive body of the company, when summing up the voting results on the issue of election The audit commission (auditor) of the company does not take into account votes on shares owned by candidates who were elected to the members of the board of directors (supervisory board) of the company, to the position of the sole executive body or to the members of the collegial executive body of the company. At the same time, votes on shares owned by members of the board of directors (supervisory board) of the company, the sole executive body and members of the collegial executive body of the company, whose powers were terminated, are taken into account when determining the quorum and summing up the voting results on the issue of electing the audit commission (auditor) of the company.
4.28. Based on the results of holding and voting at the general meeting, a minutes of the general meeting and a protocol on the results of voting at the general meeting are drawn up, and if the decisions taken by the general meeting and the results of voting were not announced during the meeting at which voting was held, a report on the results of voting.
4.29. The minutes of the general meeting shall indicate:
mailing address(address) to which completed voting ballots were sent when holding a general meeting in the form of absentee voting, as well as when holding a general meeting in the form of a meeting, if voting on issues included in the agenda of the general meeting could be carried out by sending completed ballots to the company ;
the number of votes held by the persons included in the list of persons entitled to participate in the general meeting on each item on the agenda of the general meeting;
the number of votes cast for each of the voting options ("for", "against" and "abstained"), for each item on the agenda of the general meeting for which there was a quorum;
the main provisions of the speeches and the names of the speakers on each issue of the agenda of the general meeting held in the form of a meeting;
chairman (presidium) and secretary of the general meeting;
date of drawing up the minutes of the general meeting.
If the company has not created a counting commission and the functions of the counting commission are not performed by the registrar, the minutes of the general meeting must contain information that, in accordance with the Federal Law "On Joint Stock Companies" and these Regulations, must be indicated in the minutes of the counting commission on the results of voting at the general assembly.
4.30. Attached to the minutes of the general meeting:
full company name and location of the company;
type of general meeting (annual or extraordinary);
form of the general meeting (meeting or absentee voting);
date of compilation of the list of persons entitled to participate in the general meeting;
the date of the general meeting;
place of the general meeting held in the form of a meeting (address where the meeting was held);
agenda of the general meeting;
start time and end time of registration of persons who had the right to participate in the general meeting held in the form of a meeting;
the time of opening and closing of the general meeting held in the form of a meeting, and if the decisions adopted by the general meeting and the results of voting on them were announced at the general meeting, also the time of the beginning of the counting of votes;
the number of votes per voting shares of the company on each item on the agenda of the general meeting, determined subject to the provisions of paragraph 4.20 of these Regulations;
the number of votes possessed by the persons who took part in the general meeting on each issue of the agenda of the general meeting, indicating whether there was a quorum for each issue;
the number of votes on each issue of the agenda of the general meeting put to the vote, which were not counted due to the recognition of the ballots as invalid or on other grounds provided for by these Regulations;
the date of drawing up the minutes on the results of voting at the general meeting.
If voting on agenda items of the general meeting was carried out without the use of voting ballots, a list of persons who participated in the general meeting should be attached to the protocol of voting results, indicating for each item on the agenda of the general meeting for which there was a quorum, the voting option of each named person or that he did not take part in the voting.
full company name and location of the company;
type of general meeting (annual or extraordinary);
form of the general meeting (meeting or absentee voting);
date of compilation of the list of persons entitled to participate in the general meeting;
the date of the general meeting;
place of the general meeting held in the form of a meeting (address where the meeting was held);
agenda of the general meeting;
the number of votes held by the persons included in the list of persons entitled to participate in the general meeting on each item on the agenda of the general meeting;
the number of votes per voting shares of the company on each item on the agenda of the general meeting, determined subject to the provisions of paragraph 4.20 of these Regulations;
the number of votes possessed by the persons who took part in the general meeting on each issue of the agenda of the general meeting, indicating whether there was a quorum for each issue;
the number of votes cast for each of the voting options ("for", "against" and "abstained") on each item on the agenda of the general meeting for which there was a quorum;
the wording of the decisions taken by the general meeting on each item on the agenda of the general meeting;
the names of the members of the counting commission, and if the functions of the counting commission were performed by the registrar, the full company name, the location of the registrar and the names of persons authorized by him;
the names of the chairman and secretary of the general meeting.
4.35. If the agenda of the general meeting includes the issue of approval by the company of a transaction in which there is an interest, the minutes of the general meeting, the minutes of the counting commission on the results of voting at the general meeting and the report on the results of voting at the general meeting shall indicate:
the number of votes that all persons included in the list of persons entitled to participate in the general meeting, who are not interested in the transaction by the company, had on the specified issue;
the number of votes accounted for by the company's voting shares owned by persons not interested in the company's transaction, determined subject to the provisions of paragraph 4.20 of these Regulations;
the number of votes owned by persons not interested in the transaction by the company who took part in the general meeting on the specified issue;
the number of votes cast on the specified issue for each of the voting options (“for”, “against” and “abstained”).
4.36. If the agenda of the general meeting includes the issue of introducing amendments or additions to the company's charter (approval of the company's charter in a new edition), limiting the rights of shareholders - owners of this type of preferred shares, or on making a decision that is in accordance with the Federal Law "On joint-stock companies” as the basis for making amendments or additions to the charter of the company that restrict the rights of shareholders - owners of this type of preferred shares, the minutes of the general meeting, the minutes of the counting commission on the results of voting at the general meeting and the report on the results of voting at the general meeting shall indicate:
the number of votes held by the persons included in the list of persons entitled to participate in the general meeting on the specified issue, excluding votes on preferred shares, the rights to which are limited;
the number of votes falling on shares of the company voting on the specified issue, excluding votes on preferred shares of the company of each type, the rights to which were limited, determined taking into account the provisions of paragraph 4.20 of these Regulations;
the number of votes owned by the owners of preferred shares of the company of each type, the rights to which were limited, included in the list of persons entitled to participate in the general meeting, on the specified issue;
the number of votes assigned to preferred shares of the company of each type, the rights to which were limited, determined subject to the provisions of paragraph 4.20 of these Regulations;
the number of votes owned by the persons who participated in the general meeting on the specified issue, excluding votes on preferred shares, the rights to which are limited, and separately the number of votes on preferred shares of each type, the rights to which are limited, which were held by the persons who participated in general meeting;
the number of votes cast on the specified issue for each of the voting options ("for", "against" and "abstained"), with the exception of votes on preferred shares, the rights to which are limited, and separately the number of votes on preferred shares of each type, the rights to which are limited, cast on the specified issue for each of the voting options (“for”, “against” and “abstained”).
On May 28, 2012 Order of the FFMS of Russia No. 12-6/pz-n dated February 2, 2012 “On Approval of the Regulations on Additional Requirements for the Procedure for Preparing, Convening and Holding a General Meeting of Shareholders” was registered with the Ministry of Justice of Russia. The entry into force of the Order is expected six months after its official publication. Accordingly, when holding general meetings of shareholders in 2012, it is necessary to be guided by the norms of the previous regulation.
The new regulation corrected and clarified the requirements for the procedure for preparing for the convocation and holding of a general meeting of shareholders.
More clearly set out the rules that establish the moment of receipt of the proposal on the agenda of the general meeting and the presentation of the requirement to hold an extraordinary meeting. According to the new version of the Regulations, the date of receipt of the proposal is determined similarly to the date of presentation of the demand.
The Regulation clarifies the requirements for the content of the proposal to nominate candidates to the management bodies of the company, the audit commission, the counting commission. Now, a proposal to nominate candidates must contain information about the consent of the relevant candidate to his nomination, if this is provided for by the charter or internal documents of the company, as well as other information about the candidate provided for by the charter or internal documents of the company.
According to the new version of the Regulations, the general meeting may be held at a place other than the location of the company, if it is established by the charter of the company. Previously, the current norm provided for the alternative of determining a different place for holding the meeting by an internal document regulating the procedure for the activities of the general meeting.
The new version introduces a rule according to which the list of persons entitled to participate in the general meeting must reflect information on the number of shares recorded on the personal account (depo account) "securities of unidentified persons", as well as information on the ownership of such shares by unidentified persons . It is also mandatory to include in the list information about the number of shares recorded on the account of a nominal holder who did not provide data on the persons in whose interests he owns shares, as well as information about the failure to provide relevant data.
The new regulation corrects the requirements for the content of the ballot, which is used for cumulative voting. It directly provides for the possibility of exceeding the number of candidates among whom the votes are distributed in cumulative voting over the number of persons to be elected to the board of directors of the company.
The norms establishing the deadlines for providing information in preparation for a general meeting to persons entitled to participate in it have been brought into line with the Law on Joint Stock Companies.
The period of time required for the registration of persons who did not register to participate in the general meeting before its opening is now more specifically defined. Registration of the named persons ends after the completion of the discussion of the last item on the agenda of the general meeting (the last item on the agenda of the general meeting for which there is a quorum) and before the start of the time that is provided for voting by persons who have not voted before that moment.
Separately, the rules for determining the quorum of the general meeting (quorum on issues included in the agenda of the general meeting) are fixed, indicating the list of shares that are not taken into account.
The issue regarding the registration of votes on ballots that do not have the signature of a person (representative of a person) entitled to participate in the general meeting has been resolved. Votes on such ballots are not taken into account when summing up the results of voting, and if voting with such a ballot was carried out by sending it to the company that received the specified ballot no later than two days before the date of the meeting, also when determining the quorum of the general meeting.
Separate rules establish the procedure for actions (when summing up the results of voting), in cases where the agenda of an extraordinary general meeting includes issues on the early termination of the powers of members of the board of directors of the company and on the election of its new composition, as well as issues on the simultaneous election of the audit commission, members of the board directors and (or) on the formation of the executive body of the company.
Among other things, the minutes of the general meeting and the minutes of voting results (report on voting results) must also indicate the date on which the list of persons entitled to participate in the general meeting was compiled, as well as the number of votes that fell on voting shares of the company (preferred shares, companies of each type, the rights for which were limited) established taking into account the new requirements for determining the quorum in accordance with clause 4.20 of the Regulations.
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