THE PROCEDURE OF HOLDING of the General Meeting of Shareholders of Vozrozhdenie Bank. (new edition)

Save this PDF as:
 WORD  PNG  TXT  JPG

Size: px
Start display at page:

Download "THE PROCEDURE OF HOLDING of the General Meeting of Shareholders of Vozrozhdenie Bank. (new edition)"

Transcription

1 APPROVED By the General Meeting of Shareholders Minutes No. 1 dated June 1, 2015 Chairman of the General Meeting of Shareholders Vozrozhdenie Bank / Otar Margania / Seal THE PROCEDURE OF HOLDING of the General Meeting of Shareholders of Vozrozhdenie Bank (new edition) Moscow 2015

2 CONTENTS 1. GENERAL PROVISIONS WORKING BODIES OF THE GENERAL MEETING OF SHAREHOLDERS REGISTRATION OF SHAREHOLDERS PROCEDURE OF THE GENERAL MEETING OF SHAREHOLDERS VOTING AT THE GENERAL MEETING OF SHAREHOLDERS MINUTES OF THE GENERAL MEETING OF SHAREHOLDERS FINAL PROVISIONS

3 1. GENERAL PROVISIONS 1.1. This Procedure of holding of the General Meeting of Shareholders of Vozrozhdenie Bank (hereinafter referred to as the Procedure) stipulates the procedure of the General Meeting of Shareholders of Vozrozhdenie Bank (hereinafter referred to as the General Meeting of Shareholders and the Bank respectively) in accordance with the applicable legislation of the Russian Federation and the Articles of Association of the Bank The supreme management body of the Bank is the General Meeting of Shareholders that is convened and held in the manner and within the time prescribed by the applicable legislation of the Russian Federation, the Articles of Association of the Bank, the Regulation on the General Meeting of Shareholders of Vozrozhdenie Bank and this Procedure The functions of the Counting Board of the Bank are carried out by a professional member of securities market, the Registrar whose exclusive responsibility is to keep the register of holders of registered securities under the agreement with the Bank and who is licensed for this business activity in conformity with the applicable legislation of the Russian Federation (hereinafter referred to as the Counting Board and the Registrar respectively). 2. WORKING BODIES OF THE GENERAL MEETING OF SHAREHOLDERS 2.1. The working bodies of the General Meeting of Shareholders are as follows: Chairman of the General Meeting of Shareholders; Presidium of the General Meeting of Shareholders; Secretary of the General Meeting of Shareholders; Counting Board The Chairman of the Board of Directors of the Bank presides at the General Meeting of Shareholders. The powers of the Chairman of the Board of Directors to hold the General Meeting of Shareholders may be transferred to one of the members of the Board of Directors of the Bank by the decision of the Board of Directors. The decision is made by the majority of votes of the members of the Board of Directors attending the meeting. If the extraordinary General Meeting of Shareholders held to execute the court decision requiring the Bank to convene an extraordinary General Meeting of Shareholders is not attended by the person who chairs the General Meeting of Shareholders in conformity with the applicable legislation of the Russian Federation, t h e Articles of Association of the Bank, the Regulation on the General Meeting of Shareholders of Vozrozhdenie Bank and this Procedure, the Chairman of the General Meeting of Shareholders is the body (the chairman of the body) of the Bank or the person who holds the extraordinary General Meeting of Shareholders according to the court decision The Chairman of the General Meeting of Shareholders shall: open and close the General Meeting of Shareholders; announce the agenda of the General Meeting of Shareholders and the schedule of the speeches and reports on the agenda items; inform on the end of agenda items discussion and the start of vote counting; call on the members of the General Meeting of Shareholders to speak and answer the questions; ensure compliance with the procedure of the General Meeting of Shareholders prescribed by this Procedure and in-house documents of the Bank; make the decision to dismiss the violator from the room where the General Meeting of Shareholders is held in the event of flagrant violation of order in the course of the General Meeting of Shareholders; ensure the minuting of the General Meeting of Shareholders; 3

4 sign the Minutes of the General Meeting of Shareholders, and the report on the voting results at the General Meeting of Shareholders The Presidium of the General Meeting of Shareholders consists of: Chairman of the Board of Directors; Chairman of the Management Board; Deputy Chairmen of the Management Board who are the members of Board of Directors of the Bank; Secretary of the Board of Directors. Other persons participating in the General Meeting of Shareholders may also be included to the Presidium by the decision of the Chairman of the Board of Directors The Secretary of the General Meeting of Shareholders is the Secretary of the Board of Directors of the Bank, or, in his/her absence, any other person appointed by the Chairman of the General Meeting of Shareholders. The Secretary of the General Meeting of Shareholders shall: submit operational reports and explanatory notes on the questions raised during the General Meeting of Shareholders; accept and register applications of shareholders (their representatives) attending the General Meeting of Shareholders on authorising them to participate in debates on the agenda of the General Meeting of Shareholders, as well as accept and register questions; deliver the applications and questions of shareholders (their representatives) to the Chairman of the General Meeting of Shareholders; minute the General Meeting of Shareholders; sign the Minutes of General Meeting of Shareholders, and the report on the voting results of the General Meeting of Shareholders; ensure the order in the room where the General Meeting of Shareholders is held; involve the employees of the Bank responsible for security and order during public events in the event of flagrant violations of order and procedures during the General Meeting of Shareholders The functions of the Counting Board of the Bank are carried out by a professional member of securities market, the Registrar whose exclusive responsibility is to keep the register of holders of registered securities under the agreement with the Bank and who is licensed for this business activity in conformity with the applicable legislation of the Russian Federation (hereinafter referred to as the Counting Board and the Registrar respectively) When performing the functions of the Counting Board, the Registrar s authorised representatives shall: examine the authorities of the persons entitled to participate in the General Meeting of Shareholders or their representatives; register the participants of the General Meeting of Shareholders; determine a quorum at the General Meeting of Shareholders; clarify issues arising when the shareholders (their representatives) use their voting right at the General Meeting of Shareholders; clarify the rules of voting on issues put to the vote; ensure the established voting procedure and the shareholders right to vote; count the votes and summarize the voting results; prepare a report on the voting results; submit voting ballots to the archives of the Bank for permanent storage The Organising Committee on Preparation and Holding of the General Meeting of Shareholders makes arrangements and holds the General Meeting of Shareholders, 4

5 notifies shareholders, prepares and sends necessary documents, and interacts with the Registrar of the Bank on carrying out the functions of the Counting Board and providing the list of persons entitled to participate in the General Meeting of Shareholders. Members of the Organising Committee are approved by the Board of Directors of the Bank upon the recommendation of the Bank s Management Board. The Organising Committee may include members of the Board of Directors, members of the Management Board, the Secretary of Board of Directors of the Bank, as well as the Bank employees responsible for preparation and holding of the General Meeting of Shareholders. The Organising Committee makes arrangements to prepare and hold the General Meeting of Shareholders according to the Schedule on preparation of the General Meeting of Shareholders entered into force by the Regulation of the Chairman of t h e Management Board of the Bank. The Schedule sets the time frame for the events to prepare and hold the General Meeting of Shareholders, and specifies the persons responsible for such events. The Organising Committee settles disputes arising in the course of preparation before the General Meeting of Shareholders starts. 3. REGISTRATION OF SHAREHOLDERS 3.1. Shareholders attending the General Meeting of Shareholders held in the form of a meeting shall be registered by the Counting Board at the venue of holding the General Meeting of Shareholders. The time of start of the registration is determined by the Board of Directors and indicated in the notification on the General Meeting of Shareholders The shareholder has the right to participate in the General Meeting of Shareholders either in person or through his/her representative. The shareholder is entitled to replace his/her representative or participate in person in the General Meeting of Shareholders at any time The shareholder s representative at the General Meeting of Shareholders acts in accordance with the powers based on the directives of the federal laws or acts of the competent state or local authorities, or based on the written power of attorney. The voting proxy shall contain information about the represented person and the representative, which is specified in the Federal Law On Joint Stock Companies Persons entitled to participate in the General Meeting of Shareholders shall be registered, except for those whose ballots are received no later than two days before the date of the General Meeting of Shareholders, provided that participants vote on agenda items of the General Meeting of Shareholders by sending the completed voting ballots to the Bank. The persons who are entitled to participate in the General Meeting of Shareholders held in the form of a meeting and who voted by sending the completed voting ballots to the Bank, which were received no later than two days before the date of the General Meeting of Shareholders, shall be entitled to participate in the General Meeting of Shareholders and in this case the stated persons shall not be registered by the Counting Board for participation in the General Meeting. The documents certifying the powers of the successors and representatives of individuals included in the list of persons entitled to participate in the General Meeting of Shareholders (their copies certified in the prescribed manner) shall be attached to the voting ballots sent by these persons or submitted to the Counting Board when such persons are registered for participation in the General Meeting of Shareholders. Persons entitled to participate in the General Meeting of Shareholders shall be registered provided that those who turned up to participate in the General Meeting of 5

6 Shareholders have been identified by comparing the data in the list of persons entitled to participate in the General Meeting of Shareholders with the data of the documents presented (submitted) by specified persons The persons registering to participate in the General Meeting of Shareholders whose ballots were not received by the Bank or were received later than two days before the date of the General Meeting of Shareholders may demand the voting ballots with the note of their reissue against their signature The number of voting shares to determine that the General Meeting of Shareholders is quorate shall be counted simultaneously with the registration The General Meeting of Shareholders is quorate (has a quorum) if attended by shareholders or their representatives collectively holding more than half of the placed voting shares of the Bank. The quorum of the General Meeting of Shareholders (quorum on the agenda items of the General Meeting of Shareholders) is determined based on the number of the placed (in circulation and outstanding) voting shares of the Bank as at the date of the list of persons entitled to participate in the General Meeting of Shareholders, excluding: shares the ownership of which has been transferred to the Bank; shares which account for more than 30, 50 or 75 percent of the total number of the placed ordinary shares of the Bank, as well as the preference shares of the Bank giving the right to vote under Paragraph 5 Article 32 Federal Law On Joint Stock Companies, if such shares are held by a person who is obliged to make a mandatory offer under Article 84.2 Federal Law On Joint Stock Companies, but who has not submitted such mandatory offer to the Bank and its affiliates; shares repaid after the date of the list of persons entitled to participate in the General Meeting of Shareholder and before the date of the General Meeting of Shareholders; shares held by persons who are deemed interested in the Bank s transaction (several interrelated transactions) under Article 81 Federal Law On Joint Stock Companies provided that there is a quorum on the approval of the Bank s related party transaction (several interrelated transactions); shares held by members of the Board of Directors of the Bank or by persons holding positions in the management bodies of the Bank provided that there is a quorum on election of the Audit Commission of the Bank. When determining that there is a quorum and when counting votes, fractional votes are summed up without rounding In the absence of quorum for holding the Annual General Meeting of Shareholders, the reconvened General Meeting of Shareholders with the same agenda shall be held. In the absence of quorum for holding an extraordinary General Meeting of Shareholders, the reconvened General Meeting of Shareholders with the same agenda may be held The decision to hold the reconvened Annual General Meeting of Shareholders shall be made by the Board of Directors of the Bank. The decision to hold the reconvened extraordinary General Meeting of Shareholders shall be made by the Board of Directors of the Bank or by the person who convened the extraordinary General Meeting of Shareholders. The reconvened General Meeting of Shareholders is quorate (has a quorum) if 6

7 attended by shareholders collectively holding at least thirty percent of the placed voting shares of the Bank The General Meeting of Shareholders held in the form of a meeting shall begin if by the time of its start there is a quorum at least on one item included to the agenda of General Meeting of Shareholders If by the time of start of the General Meeting of Shareholders there is no quorum on any agenda item, the Chairman of the General Meeting of Shareholders announces that the General Meeting of Shareholders will be postponed for two hours. Rescheduling of the General Meeting of Shareholders is not allowed more than once. In the event that two hours after announcement of postponing the General Meeting of Shareholders, persons securing a quorum at least on one agenda item have not registered, the Chairman of the General Meeting of Shareholders announces that the Meeting has not been held Registration of persons entitled to participate in the General Meeting of Shareholders who have not registered before it starts is closed when the Chairman announces the end of the discussion of the last agenda item (last agenda item having a quorum) and before persons who have not voted start voting If by the start of the General Meeting of Shareholders there is a quorum only on separate agenda items, this General Meeting of Shareholders cannot be closed if by the end of the registration persons securing a quorum for taking decisions on other agenda items have registered After the end of discussion of the last agenda item having a quorum and before persons who have not voted start voting, those present at the General Meeting of Shareholders shall be notified of the number of votes held by the persons who have registered and (or) participated in the meeting at this point. 4. PROCEDURE OF THE GENERAL MEETING OF SHAREHOLDERS 4.1. A member of the Counting Board notifies the Chairman of the General Meeting of Shareholders whether there is a quorum at the start time of the Meeting. If there is no quorum on one or some items of the agenda of the General Meeting of Shareholders, the representative of the Counting Board notifies the Chairman of the General Meeting of Shareholders whether there is a quorum on each agenda item The Chairman of the General Meeting of Shareholders announces the opening (postponing) of the General Meeting of Shareholders The official language of the General Meeting of Shareholders is Russian The Chairman starts the General Meeting of Shareholders by announcing the number of registered shareholders and their representatives, as well as the number of t h e i r votes and the percentage of their votes in the total number of voting shares of the Bank The start time of the General Meeting of Shareholders is determined by the Board of Directors of the Bank. The General Meeting of Shareholders continues until the end of discussion of all agenda items. The Chairman of the General Meeting of Shareholders may announce a 15 minute break every 2 (two) hours of work. The Chairman of the General Meeting of Shareholders may decide to make a 45 minute lunch break after the first 4 (four) hours of work Those speaking at the General Meeting of Shareholders shall follow the following procedure: 7

8 - main speeches on agenda items - no more than twenty minutes; - debates up to five minutes; - answering the questions up to five minutes. One agenda item cannot be discussed for more than twenty minutes (excluding the time of the main speech) The shareholder (representative of the shareholder) willing to debate on agenda items of the General Meeting of Shareholders shall submit a signed written notification thereof to the Secretary of the General Meeting of Shareholders where his full name (name of the shareholder b e i n g a legal entity) and the question wording should be indicated. In the event of questions on agenda items of the General Meeting of Shareholders, the question should be addressed to the Secretary of t h e General Meeting of Shareholders; in addition to the question wording, the shareholder (representative of the shareholder) shall specify his full name (name of the shareholder being legal entity) and sign the notification The Secretary of the General Meeting of Shareholders considers the applications of shareholders (their representatives) to participate in the debates on the agenda items and transfers them to the Chairman of the General Meeting of Shareholders. The decision on participation in the debates on the agenda items is made by the Chairman of the General Meeting of Shareholders. 5. VOTING AT THE GENERAL MEETING OF SHAREHOLDERS 5.1. The voting at the General Meeting of Shareholders is based on the principle one voting share - one vote excluding the following cases: - the cumulative voting for election of the Board of Directors of the Bank; - there are fractional shares giving their holders the rights in the amount corresponding to the part of the fractional share in the whole share. Members of the Counting board shall collect the completed and signed voting ballots. If for any reason the shareholder (representative of the shareholder) did not submit the ballot during the voting, it is considered that such shareholder does not participate in the voting and his/her vote is not taken into account when counting the voting results The voting ballot includes: - full name of the shareholder; - the number of voting shares of the Bank he/she holds; - full company name and location of Vozrozhdenie Bank; - the form of holding of the General Meeting of Shareholders (meeting or absentee voting); - date, venue, time of the General Meeting of Shareholders - postal address for sending completed ballots; - deadline for submission of voting ballots; - the wording of decisions on each item (name of each candidate) on which the voting is executed; - the voting options on each agenda item including pro, contra or abstain ; - the notification that the voting ballot shall be signed by the shareholder or 8

9 his/her representative; - clarifications on the procedure of its completion under the applicable legislation of the Russian Federation In the ballot used for cumulative voting, such voting options as "pro", "contra" and "abstain" are given once in respect of all candidates on the list of candidates to the Board of Directors of the Bank, and there should a box for indicating the number of votes cast for a candidate against each candidate. The number of candidates among which votes are distributed in the event of cumulative voting may exceed the number of those to be elected to the Board of Directors of the Bank Persons registered for participation in the General Meeting of Shareholders held in the form of a meeting shall be entitled to vote on all agenda items since the opening of the General Meeting of Shareholders and until its closing, and if the voting results and decisions adopted by the General Meeting of Shareholders are announced at the Meeting - since the opening of the General Meeting of Shareholders and until the beginning of counting of votes on the agenda. Those who have not voted shall be given time for voting after the end of the discussion of the last item on the agenda of the General Meeting of Shareholders (last agenda item having a quorum) and before the closing of the General Meeting of Shareholders (the beginning of vote counting) Should two or more voting ballots of one person with different options of voting on one agenda item of the General Meeting of Shareholders be found in the course of vote counting, all such voting ballots shall be deemed invalid in respect of such agenda item. This rule does not apply to the voting ballots signed by the person issuing the power of attorney to vote in regard to the shares submitted after the date of the list of persons entitled to participate in the General Meeting of Shareholders, and (or) the persons acting under such powers of attorney where the number of votes cast for the corresponding voting option is indicated in the voting boxes specifying the number of votes cast for each voting option, and where there are appropriate marks prescribed by regulations of the federal executive body for the securities market The fact the voting ballot is deemed invalid on one, several or all items for voting by means of this ballot shall not be cause for excluding the votes of such ballot when determining that there is a quorum If there are more than one voting options left as to one or more candidates in the voting ballot on election of members of the Audit Commission of the Bank, such ballot shall be deemed invalid only with regard to the voting on the candidate(s) for whom there are more than one voting options left Votes on the ballot which is not signed by the person (representative of the person) entitled to participate in the General Meeting of Shareholders shall not be taken into account when summarizing the voting results at the General Meeting of Shareholders. Votes on the ballot which is not signed by the person (representative of the person) entitled to participate in the General Meeting of Shareholders shall not be considered when determining that there is a quorum at the General Meeting of Shareholders held in the form of absentee voting, as well as when determining that there is a quorum at the General Meeting of Shareholders held in the form of a meeting if the voting was carried out by sending the ballot to the Bank, which received the ballot no later than two days before the General Meeting of Shareholders Should the agenda of the extraordinary General Meeting of Shareholders include the items related to early termination of office of members of the Board of Directors and election of new members of the Board of Directors, the vote on election of new members of the Board of Directors of the Bank shall not be held unless the decision is made to early 9

10 terminate office of the previously elected members of the Board of Directors If the agenda of the General Meeting of Shareholders includes not only the issue of electing the Audit Commission of the Bank, but also the issue of electing members of the Board of Directors of the Bank, when summarizing the results of voting on election of the Audit Commission, the votes on shares owned by the candidates elected to the Board of Directors and the votes on shares owned by persons holding positions in the executive bodies of the Bank shall not be taken into account. The votes on shares owned by members of the Board of Directors whose powers have been terminated shall be taken into account when determining that there is a quorum and when summarizing the results of voting on election of the Audit Commission Should the voting ballots be considered invalid by the Counting Board, the votes on such ballots (excluding counting votes for determining that there is a quorum) shall not be taken into account. After drawing up and signing of the Minutes on the voting results of the General Meeting of Shareholders, the Counting Board seals up the ballots and submits them to the archives of the Bank for keeping The Counting Board shall prepare the Minutes on voting results. The Minutes on voting results shall be prepared within three working days after closing of the General Meeting of Shareholders or the deadline for filing the ballots when holding the General Meeting of Shareholders in the form of absentee voting. The Minutes on voting results of the General Meeting of Shareholders prepared by the Counting Board shall be signed by the persons authorised by the Registrar The decisions made by the General Meeting of Shareholders as well as the voting results may be announced at the General Meeting of Shareholders during which the voting was held and shall be disclosed to the persons included to the list of persons entitled to participate in the General Meeting of Shareholders in the form of a report on voting results as required for notification on holding the General Meeting of Shareholders within four business days after the date of closing the General Meeting of Shareholders or the deadline for filing ballots when holding the General Meeting of Shareholders in the form of absentee voting. If as at the date of compiling the list of persons entitled to participate in the General Meeting of Shareholders in the register of the Bank s shareholders, one of the persons is a nominee shareholder, the report on voting results is forwarded in electronic form (in the form of an electronic document signed by electronic signature) to a nominee shareholder. The nominee shareholder shall disclose the report on voting results received under this clause to his/her depositors report on the voting results obtained by him in the manner and within the time established by regulations of the Russian Federation or the deposit agreement. 6. MINUTES OF THE GENERAL MEETING OF SHAREHOLDERS 6.1. The Minutes of the General Meeting of Shareholders is based on the agenda, participants key points of speeches, registration log and the Minutes on voting results prepared by the Counting Board. Approval of the decision by the General Meeting of Shareholders and the Bank's shareholders present when making this decision shall be confirmed by the Registrar performing the functions of the Counting Board The Minutes of the General Meeting of Shareholders shall be prepared in two copies within three business days after closing of the General Meeting of Shareholders. Both copies shall be signed by the Chairman and the Secretary of the General Meeting of Shareholders. 10

11 The Minutes of the General Meeting of Shareholders shall include: full company name and location of the Bank; type of the General Meeting of Shareholders (annual or extraordinary); form of holding the General Meeting of Shareholders (meeting or absentee voting); the record date for the General Meeting of Shareholders; date of the General Meeting of Shareholders; venue of the General Meeting of Shareholders held in the form of joint presence (address where the meeting is held); agenda of the General Meeting of Shareholders; start and end time of registration of persons entitled to participate in the General Meeting of Shareholders held in the form of joint presence; opening and closing time of the General Meeting of Shareholders held in the form of joint presence, as well as start time of vote counting if the decisions made by the General Meeting of Shareholders and their voting results are announced at the General Meeting of Shareholders; postal address(es) to which completed voting ballots were addressed; number of votes on each agenda item owned by those on the list of persons entitled to participate in the General Meeting of Shareholders; number of votes per voting shares of the Bank for each agenda item of the General Meeting of Shareholders determined considering Clause 3.7. of the Procedure; number of votes on each agenda item owned by the persons who participated in the General Meeting of Shareholders indicating whether there was a quorum on each item; number of votes cast for each voting option ( pro, contra, and abstain ) on each agenda item of the General Meeting of Shareholders having a quorum; information about the persons who took part in the meeting (participants of the meeting). For the purpose of the Procedure, participants of the meeting refer to the list of individuals (their full name) and legal entities (their full company name) who took part in the voting by sending ballots or by attending the meeting; information about the persons who voted against the decision of the General Meeting of Shareholders on some agenda item and who required making a record thereof in the Minutes; wording of the decisions approved by the General Meeting of Shareholders on each agenda item; highlights of speeches and names of the speakers on each agenda item of the General Meeting of Shareholders held in the form of joint presence; full company name and location of the Registrar performing the functions of the Counting Board as well as names of the authorised representatives; Chairman (Presidium) and Secretary of the General Meeting of Shareholders; date of the Minutes of the General Meeting of Shareholders The decision of the General Meeting of Shareholders is considered approved (becomes legally effective) since the announcement of the approved decisions and voting results on agenda items at the General Meeting of Shareholders, and if not announced from the date of the Minutes of the General Meeting of Shareholders Minutes of the General Meeting of Shareholders are permanently kept at the location of the sole executive body of the Bank. 11

12 6.5. Upon written request of the shareholder, as well as upon the request of members of the Board of Directors, members of the Management Board, heads of internal divisions, and branch managers of the Bank, a copy of the Minutes of the General Meeting of Shareholders, or an extract thereof shall be provided. A copy of the Minutes of the General Meeting of Shareholders or an extract thereof are prepared within seven days from the date of receiving the relevant request. Copies of the Minutes of the General Meeting of Shareholders and extracts thereof are signed by the Secretary of the Board of Directors and are certified with the seal of the Bank. 7. FINAL PROVISIONS 7.1. This Procedure shall be approved by the General Meeting of Shareholders, by the majority of votes of the shareholders participating in the General Meeting of Shareholders upon the proposal of the Board of Directors of the Bank Amendments and alterations to the Procedure or approval of its revised version shall be made by the General Meeting of Shareholders in the manner prescribed by the applicable legislation of the Russian Federation and by the Articles of Association of the Bank Should some clauses of this Procedure conflict with the applicable legislation of the Russian Federation because of changes in the legislation, laws and regulations shall prevail. In such cases the Bank's shareholders, members of the Board of Directors, the Chairman of the Management Board and members of the Management Board as well as internal divisions of the Bank shall be governed by the applicable laws and regulations of the Russian Federation until amendments to the Procedure have been approved. 12

OPEN JOINT STOCK COMPANY LONG-DISTANCE AND INTERNATIONAL TELECOMMUNICATIONS ROSTELECOM

OPEN JOINT STOCK COMPANY LONG-DISTANCE AND INTERNATIONAL TELECOMMUNICATIONS ROSTELECOM Appendix No.4 to Item No.6 of the Agenda of OJSC Rostelecom Annual General Meeting upon the results of the year 2008 APPROVED by Annual General Shareholders Meeting of OJSC Rostelecom held on May 30, 2009

More information

Regulations on the General Meeting of Shareholders of Open Joint Stock Company Gazprom Neft (New version)

Regulations on the General Meeting of Shareholders of Open Joint Stock Company Gazprom Neft (New version) APPROVED by the General Meeting of Shareholders of JSC Gazprom Neft on September 30, 2014 (Minutes 0101/02 dated 02.10.2014) Regulations on the General Meeting of Shareholders of Open Joint Stock Company

More information

REGULATIONS ON GENERAL SHAREHOLDERS MEETING Open Joint Stock Company Novolipetsk Steel (new revision)

REGULATIONS ON GENERAL SHAREHOLDERS MEETING Open Joint Stock Company Novolipetsk Steel (new revision) APPROVED by the General Shareholders Meeting of Open Joint Stock Company Novolipetsk Steel Minutes of Meeting No. 38 dd. 6 June 2014 REGULATIONS ON GENERAL SHAREHOLDERS MEETING Open Joint Stock Company

More information

REGULATIONS ON THE GENERAL MEETING OF SHAREHOLDERS. of OJSC Oil Company Rosneft

REGULATIONS ON THE GENERAL MEETING OF SHAREHOLDERS. of OJSC Oil Company Rosneft APPROVED BY General Meeting of Shareholders of OJSC Oil Company Rosneft On June 7, 2006 Minutes without No. REGULATIONS ON THE GENERAL MEETING OF SHAREHOLDERS 1 TABLE OF CONTENTS 1. GENERAL PROVISIONS...5

More information

REGULATIONS for the Convening and Holding Procedure for Meetings of the Board of Directors of JSC IDGC Holding

REGULATIONS for the Convening and Holding Procedure for Meetings of the Board of Directors of JSC IDGC Holding APPROVED by the decision of the Extraordinary General Meeting of Shareholders of JSC IDGC Holding (Minutes No. _) REGULATIONS for the Convening and Holding Procedure for Meetings of the Board of Directors

More information

REGULATION on ОАО Gazprom Board of Directors

REGULATION on ОАО Gazprom Board of Directors APPROVED by resolution of the annual General Shareholders Meeting of ОАО Gazprom dated 28 June 2002, minutes 1, with amendments and supplements made by resolution of the annual General Shareholders Meeting

More information

APPROVED Sberbank Supervisory Board decision Minutes No. dated September 2014. Sberbank Corporate Secretary Regulations

APPROVED Sberbank Supervisory Board decision Minutes No. dated September 2014. Sberbank Corporate Secretary Regulations APPROVED Sberbank Supervisory Board decision Minutes No. dated September 2014 Sberbank Corporate Secretary Regulations Moscow, 2014 1 TABLE OF CONTENTS 1. GENERAL PROVISIONS 2. QUALIFICATION REQUIREMENTS

More information

SBERBANK OF RUSSIA OPEN JOINT-STOCK COMPANY. REGULATIONS on the Internal Audit Commission of Sberbank of Russia Open Joint-Stock Company

SBERBANK OF RUSSIA OPEN JOINT-STOCK COMPANY. REGULATIONS on the Internal Audit Commission of Sberbank of Russia Open Joint-Stock Company SBERBANK OF RUSSIA OPEN JOINT-STOCK COMPANY APPROVED BY: General Shareholders' Meeting of Sberbank of Russia Minutes No.27 dated 10 June 2014 REGULATIONS on the Internal Audit Commission of Sberbank of

More information

REGULATIONS. of the General Shareholders' Meeting of the Open Joint Stock Company «SIBUR Holding» (version No. 6)

REGULATIONS. of the General Shareholders' Meeting of the Open Joint Stock Company «SIBUR Holding» (version No. 6) APPROVED by the Resolution of the General Shareholders Meeting of Apri 25, 2013 (Minutes No. 39) REGULATIONS of the General Shareholders' Meeting of the Open Joint Stock Company «SIBUR Holding» (version

More information

Approved by Decision. of the Board of Directors. of the Open Joint Stock Company. Oil company LUKOIL. Minutes of No.

Approved by Decision. of the Board of Directors. of the Open Joint Stock Company. Oil company LUKOIL. Minutes of No. Approved by Decision of the Board of Directors of the Open Joint Stock Company Oil company LUKOIL Minutes of No. REGULATIONS ON THE HUMAN RESOURCES AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

More information

APPROVED at the General Meeting of Participants of GSM Kazakhstan OAO Kazakhtelecom LLP. CHARTER OF Kcell Joint Stock Company

APPROVED at the General Meeting of Participants of GSM Kazakhstan OAO Kazakhtelecom LLP. CHARTER OF Kcell Joint Stock Company APPROVED at the General Meeting of Participants of GSM Kazakhstan OAO Kazakhtelecom LLP Minutes No. Date: CHARTER OF Kcell Joint Stock Company 1. General Provisions 1. This Charter of the joint stock company

More information

Articles of Association. for. Exiqon A/S (CVR no )

Articles of Association. for. Exiqon A/S (CVR no ) Articles of Association for Exiqon A/S (CVR no. 18 98 44 31) 1 NAME AND OBJECTS Article 1 The name of the Company is Exiqon A/S. Article 2 The objects of the Company are to carry out research, development,

More information

BALTIC PORTS ORGANIZATION ARTICLES OF ASSOCIATION

BALTIC PORTS ORGANIZATION ARTICLES OF ASSOCIATION BALTIC PORTS ORGANIZATION ARTICLES OF ASSOCIATION 1. Name and registered office 1.1. Name of the non-profit association is Baltic Ports Organization (hereinafter referred to as BPO). 1.2. BPO is an organization

More information

Rules for the Board of Directors of Mylan N.V. ARTICLE I Introduction

Rules for the Board of Directors of Mylan N.V. ARTICLE I Introduction Rules for the Board of Directors of Mylan N.V. ARTICLE I Introduction Section 1.01. Rules; Defined Terms. These Rules for the Board of Directors of Mylan N.V. (the Rules ) have been adopted pursuant to

More information

Vestas Wind Systems A/S Company reg. No. 10 40 37 82 1. Vestas internal protocol

Vestas Wind Systems A/S Company reg. No. 10 40 37 82 1. Vestas internal protocol Articles of association Vestas Wind Systems A/S Company reg. No. 10 40 37 82 1. Vestas internal protocol Table of contents Article 1 Name and objects 3 Article 2 Share capital and shares 3 Article 3 Authorisations

More information

Articles of Association. for. Exiqon A/S (CVR no )

Articles of Association. for. Exiqon A/S (CVR no ) Articles of Association for Exiqon A/S (CVR no. 18 98 44 31) 1 NAME AND OBJECTS Article 1 The name of the Company is Exiqon A/S. Article 2 The objects of the Company are to carry out research, development,

More information

CORPORATE GOVERNANCE CODE OF OPEN JOINT-STOCK COMPANY OIL COMPANY ROSNEFT

CORPORATE GOVERNANCE CODE OF OPEN JOINT-STOCK COMPANY OIL COMPANY ROSNEFT APPROVED BY Resolution of the Board of Directors Minutes No. 6 dated May 17, 2006 CORPORATE GOVERNANCE CODE OF OPEN JOINT-STOCK COMPANY OIL COMPANY ROSNEFT With amendments: No.1 (approved by the Board

More information

Articles of Association. for. Exiqon A/S (CVR no )

Articles of Association. for. Exiqon A/S (CVR no ) Articles of Association for Exiqon A/S (CVR no. 18 98 44 31) 1 NAME AND OBJECTS Article 1 The name of the Company is Exiqon A/S. Article 2 The objects of the Company are to carry out research, development,

More information

SEAL: APPROVED by the Deputy Head of Moscow Central Regional Department of the Bank of Russia STAMP: August 23, 2013 L.S. SEAL:

SEAL: APPROVED by the Deputy Head of Moscow Central Regional Department of the Bank of Russia STAMP: August 23, 2013 L.S. SEAL: SEAL: THE CENTRAL BANK OF THE RUSSIAN FEDERATION (THE BANK OF RUSSIA) MOSCOW MAIN REGIONAL DEPARTMENT MAIN STATE REGISTRATION * NUMBER 1037700013020 * * TIN 7702235133 * STAMP: APPROVED by the Deputy Head

More information

Articles of Association for H+H International A/S (CVR No. 49 61 98 12)

Articles of Association for H+H International A/S (CVR No. 49 61 98 12) Articles of Association for H+H International A/S (CVR No. 49 61 98 12) Name, registered office, objects 1. 1.1. The name of the Company is H+H International A/S. 1.2. The Company also operates under the

More information

REGULATIONS REGARDING THE HUMAN RESOURCES AND REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS OF PJSC SIBUR HOLDING (Revision No.

REGULATIONS REGARDING THE HUMAN RESOURCES AND REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS OF PJSC SIBUR HOLDING (Revision No. Approved by the Board of Directors of PJSC SIBUR Holding Minutes No. 180 of March 23, 2015 REGULATIONS REGARDING THE HUMAN RESOURCES AND REMUNERATION COMMITTEE OF THE BOARD OF DIRECTORS OF PJSC SIBUR HOLDING

More information

REGULATIONS ON THE BOARD OF DIRECTORS of OJSC Oil Company Rosneft

REGULATIONS ON THE BOARD OF DIRECTORS of OJSC Oil Company Rosneft APPROVED by the General Meeting of Shareholders of Open Joint Stock Company Oil Company Rosneft 07 June 2006 Minutes No. REGULATIONS ON THE BOARD OF DIRECTORS of OJSC Oil Company Rosneft 1 TABLE OF CONTENTS

More information

PROVISION on Auditing Committee. of Open Joint Stock Company «Russian Insurance People s Company «ROSNO»

PROVISION on Auditing Committee. of Open Joint Stock Company «Russian Insurance People s Company «ROSNO» Approved by Resolution of General shareholders meeting of Open Joint Stock Company Russian Insurance People s Company ROSNO «19» April 2005 Minutes 24 PROVISION on Auditing Committee of Open Joint Stock

More information

Rules and Procedures for Shareholders General Meetings of China Petroleum & Chemical Corporation

Rules and Procedures for Shareholders General Meetings of China Petroleum & Chemical Corporation Rules and Procedures for Shareholders General Meetings of China Petroleum & Chemical Corporation Revised at the Annual General Meeting for the Year 2008on 22 May 2009 02/523908_1 0 CONTENT CHAPTER 1 CHAPTER

More information

KAZAKHSTAN LAW ON JOINT STOCK COMPANIES

KAZAKHSTAN LAW ON JOINT STOCK COMPANIES KAZAKHSTAN LAW ON JOINT STOCK COMPANIES Important Disclaimer This does not constitute an official translation and the translator and the EBRD cannot be held responsible for any inaccuracy or omission in

More information

AS DnB NORD Banka REPORT ON CORPORATE GOVERNANCE for the year ending on 31 December 2008

AS DnB NORD Banka REPORT ON CORPORATE GOVERNANCE for the year ending on 31 December 2008 AS DnB NORD Banka REPORT ON CORPORATE GOVERNANCE for the year ending on 31 December 2008 I INTRODUCTION The Report on Corporate Governance of AS DnB NORD Banka for the year ending on 31 December 2008 (hereinafter

More information

Fubon Financial Holding Co., Ltd. Rules Governing the Procedures for Shareholders Meetings

Fubon Financial Holding Co., Ltd. Rules Governing the Procedures for Shareholders Meetings Fubon Financial Holding Co., Ltd. Rules Governing the Procedures for Shareholders Meetings Renamed and amended by the first Extraordinary Shareholders Meeting on February 6, 2002 1 st amendment by Annual

More information

Polski Koncern Naftowy ORLEN S.A. The Constitution of the Supervisory Board

Polski Koncern Naftowy ORLEN S.A. The Constitution of the Supervisory Board Polski Koncern Naftow y ORLEN Spółka Akcyjna Polski Koncern Naftowy ORLEN S.A. The Constitution of the Supervisory Board Attachment to the Supervisory Board Resolution n o 1562/2014, dated 25 November

More information

SBERBANK OF RUSSIA. Regulations on Sberbank Supervisory Board Committees

SBERBANK OF RUSSIA. Regulations on Sberbank Supervisory Board Committees SBERBANK OF RUSSIA APPROVED by Sberbank s Supervisory Board Minutes No 51, dated November 14, 2014 Regulations on Sberbank Supervisory Board Committees Moscow, 2014 Table of contents 1. General... 3 2.

More information

List of information categorised as inside information of Open Joint-Stock Company Sistema Joint-Stock Financial Corporation 1

List of information categorised as inside information of Open Joint-Stock Company Sistema Joint-Stock Financial Corporation 1 List of information categorised as inside information of Open Joint-Stock Company Sistema Joint-Stock Financial Corporation 1 The inside information of Open Joint-Stock Company Sistema Joint-Stock Financial

More information

REGULATIONS on the Sole Executive Body of MOSTOTREST Open Joint Stock Company

REGULATIONS on the Sole Executive Body of MOSTOTREST Open Joint Stock Company APPROVED 4 October 2010 by Resolution of the General Meeting of Shareholders of MOSTOTREST OJSC Minutes 23 dated 5 October 2010 REGULATIONS on the Sole Executive Body of MOSTOTREST Open Joint Stock Company

More information

OF THE REPUBLIC OF ARMENIA ON LIMITED LIABILITY COMPANIES

OF THE REPUBLIC OF ARMENIA ON LIMITED LIABILITY COMPANIES LAW OF THE REPUBLIC OF ARMENIA Adopted on October 24, 2001 CHAPTER 1. GENERAL PROVISIONS Article 1. Scope of the Law This law regulates the legal relationships arising from establishment, activity, reorganization

More information

HUANENG POWER INTERNATIONAL, INC. Rules and Procedures for General Meetings

HUANENG POWER INTERNATIONAL, INC. Rules and Procedures for General Meetings HUANENG POWER INTERNATIONAL, INC. Rules and Procedures for General Meetings 1 CONTENTS CHAPTER 1 GENERAL PROVISIONS CHAPTER 2 TYPES OF GENERAL MEETING CHAPTER 3 PROCEDURES FOR CONVENING A SHAREHOLDERS

More information

SECRETARIAL STANDARD ON MINUTES

SECRETARIAL STANDARD ON MINUTES SS 5 SECRETARIAL STANDARD ON MINUTES The Institute of Company Secretaries of India In Pursuit of Professional Excellence Statutory body under an Act of Parliament ICSI House, 22, Institutional Area, Lodi

More information

BRİSA BRİDGESTONE SABANCI LASTİK SANAYİ VE TİCARET A.Ş. INTERNAL DIRECTIVE ON PRINCIPLES AND PROCEDURES OF GENERAL BOARD

BRİSA BRİDGESTONE SABANCI LASTİK SANAYİ VE TİCARET A.Ş. INTERNAL DIRECTIVE ON PRINCIPLES AND PROCEDURES OF GENERAL BOARD BRİSA BRİDGESTONE SABANCI LASTİK SANAYİ VE TİCARET A.Ş. INTERNAL DIRECTIVE ON PRINCIPLES AND PROCEDURES OF GENERAL BOARD SECTION I PURPOSE, SCOPE, BASIS AND DEFINITIONS PURPOSE AND SCOPE Article 1 1. This

More information

Memorandum and Articles of Association

Memorandum and Articles of Association Aareal Bank AG Wiesbaden Memorandum and Articles of Association In accordance with the resolutions passed by the General Meeting on 20 May 2015 (version lodged with the Commercial Register of the Wiesbaden

More information

LITHUANIA LAW ON COMPANIES

LITHUANIA LAW ON COMPANIES LITHUANIA LAW ON COMPANIES Important Disclaimer This translation has been generously provided by the Lithuanian Securities Commission. This does not constitute an official translation and the translator

More information

BYELAWS OF THE COMPANY GENERAL MEETINGS ZAKŁADY URZĄDZEŃ KOMPUTEROWYCH ELZAB SPÓŁKA AKCYJNA [ ELZAB COMPUTER WORKS JOINT STOCK COMPANY]

BYELAWS OF THE COMPANY GENERAL MEETINGS ZAKŁADY URZĄDZEŃ KOMPUTEROWYCH ELZAB SPÓŁKA AKCYJNA [ ELZAB COMPUTER WORKS JOINT STOCK COMPANY] BYELAWS OF THE COMPANY GENERAL MEETINGS ZAKŁADY URZĄDZEŃ KOMPUTEROWYCH ELZAB SPÓŁKA AKCYJNA I. GENERAL. [ ELZAB COMPUTER WORKS JOINT STOCK COMPANY] WITH REGISTERED OFFICE IN ZABRZE 1. 1. These Bye-Laws,

More information

IDENTIFY THE CHANCES SHAPE THE FUTURE

IDENTIFY THE CHANCES SHAPE THE FUTURE Status: june 2015 Complete text of Memorandum and Articles of Association of DMG MORI Aktiengesellschaft Bielefeld IDENTIFY THE CHANCES SHAPE THE FUTURE 1 (1) The Company exists under the name DMG MORI

More information

Rules of Procedure for the Executive Board

Rules of Procedure for the Executive Board Rules of Procedure for the Executive Board Section 1. Introduction. Rules of procedure. Article 1. 1.1. These Rules of Procedure were drawn up by the Executive Board to supplement the relevant provisions

More information

CONSTITUTION OF THE UNITED NATIONS ASSOCIATION OF AUSTRALIA (WA DIVISION) INC

CONSTITUTION OF THE UNITED NATIONS ASSOCIATION OF AUSTRALIA (WA DIVISION) INC CONSTITUTION OF THE UNITED NATIONS ASSOCIATION OF AUSTRALIA (WA DIVISION) INC Table of Contents Clause Heading 1 Name... 1 2 Objects... 1 3 Membership... 2 4 The Executive Committee... 6 5 Office Bearers...

More information

Articles of Association of Westdeutsche ImmobilienBank AG

Articles of Association of Westdeutsche ImmobilienBank AG Articles of Association of Westdeutsche ImmobilienBank AG I. General Provisions Article 1 Name, Registered Office and Fiscal Year (1) The name of the Company shall be: Westdeutsche ImmobilienBank AG (2)

More information

Corporate Governance Code

Corporate Governance Code Corporate Governance Code Table of Contents INTRODUCTION... 1 CHAPTER 1 PRINCIPLES OF CORPORATE GOVERNANCE... 4 CHAPTER 2 GENERAL SHAREHOLDERS MEETING... 11 CHAPTER 3 BOARD OF DIRECTORS OF THE COMPANY...

More information

OPEN JOINT-STOCK COMPANY SEVERSTAL CHARTER (NEW EDITION)

OPEN JOINT-STOCK COMPANY SEVERSTAL CHARTER (NEW EDITION) Working translation from Russian APPROVED: by the General Shareholders Meeting of OAO Severstal on December 30, 2011 Minutes 3 dated January 10, 2012 General Director of OAO Severstal Mordashov A. A. OPEN

More information

AMENDED AND RESTATED BYLAWS OF WAL-MART STORES, INC. (EFFECTIVE AS OF FEBRUARY 7, 2014)

AMENDED AND RESTATED BYLAWS OF WAL-MART STORES, INC. (EFFECTIVE AS OF FEBRUARY 7, 2014) AMENDED AND RESTATED BYLAWS OF WAL-MART STORES, INC. (EFFECTIVE AS OF FEBRUARY 7, 2014) ARTICLE I OFFICES Section 1. Registered Office. The registered office of Wal-Mart Stores, Inc. (the Corporation )

More information

Terms of Reference of the Nomination and Corporate Governance Committee of the Board of Directors of China International Capital Corporation Limited

Terms of Reference of the Nomination and Corporate Governance Committee of the Board of Directors of China International Capital Corporation Limited Terms of Reference of the Nomination and Corporate Governance Committee of the Board of Directors of China International Capital Corporation Limited Chapter I General Provisions Article 1 In order to improve

More information

PROVISION. On the Procedure for Calling and Holding meetings of the Board of Directors of JSC RusHydro

PROVISION. On the Procedure for Calling and Holding meetings of the Board of Directors of JSC RusHydro Approved by resolution of the annual General Shareholders Meeting of JSC RusHydro (Minutes No. 7 of 04.07.2011) PROVISION On the Procedure for Calling and Holding meetings of the Board of Directors of

More information

STATUTES THE MAGYAR NEMZETI BANK CONSOLIDATED WITH CHANGES

STATUTES THE MAGYAR NEMZETI BANK CONSOLIDATED WITH CHANGES Non-official translation STATUTES OF THE MAGYAR NEMZETI BANK CONSOLIDATED WITH CHANGES Chapter 1 COMPANY DATA 1.1 Name of the company: Magyar Nemzeti Bank (hereinafter referred to as MNB ) In accordance

More information

PROVISIONS ON DIVIDEND POLICY OF OPEN JOINT STOCK COMPANY

PROVISIONS ON DIVIDEND POLICY OF OPEN JOINT STOCK COMPANY APPROVED BY the decision of the Board of Directors of Open Joint Stock Company United Chemical Company URALCHEM, (minutes No. 1 of 17.10. 2008) PROVISIONS ON DIVIDEND POLICY OF OPEN JOINT STOCK COMPANY

More information

Bylaws of the Supervisory Board of K+S Aktiengesellschaft. Version of 21 November 2012 The German Version is binding.

Bylaws of the Supervisory Board of K+S Aktiengesellschaft. Version of 21 November 2012 The German Version is binding. Bylaws of the Supervisory Board of K+S Aktiengesellschaft Version of 21 November 2012 The German Version is binding. Page 2 1 Position and Responsibility The Supervisory Board performs its functions in

More information

30 June 2016. Scandinavian Private Equity A/S CVR no 29824088 ARTICLES OF ASSOCIATION

30 June 2016. Scandinavian Private Equity A/S CVR no 29824088 ARTICLES OF ASSOCIATION [Translation] 30 June 2016 Scandinavian Private Equity A/S CVR no 29824088 ARTICLES OF ASSOCIATION 1 Name and registered office 1.1 The Company name is Scandinavian Private Equity A/S. The Company also

More information

EVERCHINA INT L HOLDINGS COMPANY LIMITED (the Company ) Audit Committee

EVERCHINA INT L HOLDINGS COMPANY LIMITED (the Company ) Audit Committee EVERCHINA INT L HOLDINGS COMPANY LIMITED (the Company ) Audit Committee Terms of Reference (Amended & adopted by the Board on 8 January 2016) Constitution The board (the Board ) of directors (the Directors

More information

合作金庫金融控股股份有限公司股東會議事規則 RULES OF PROCEDURE FOR SHAREHOLDERS MEETINGS Taiwan Cooperative Financial Holding Co., Ltd.

合作金庫金融控股股份有限公司股東會議事規則 RULES OF PROCEDURE FOR SHAREHOLDERS MEETINGS Taiwan Cooperative Financial Holding Co., Ltd. 合作金庫金融控股股份有限公司股東會議事規則 RULES OF PROCEDURE FOR SHAREHOLDERS MEETINGS Taiwan Cooperative Financial Holding Co., Ltd. Effective on June 24, 2011 First amended on June 22, 2012 Second amended on June 21, 2013

More information

CHAPTER I I. Formation of a limited liability company CHAPTER I. GENERAL PROVISIONS

CHAPTER I I. Formation of a limited liability company CHAPTER I. GENERAL PROVISIONS Law of the Republic of Kazakhstan dated April 22, 1998 220-I On limited liability companies and additional liability companies (with alterations and amendments as of 29.12.2014) CHAPTER I. General provisions

More information

CONSTITUTION OF ASSOCIATION OF INDEPENDENT SCHOOLS OF WESTERN AUSTRALIA (INC) CONTENTS

CONSTITUTION OF ASSOCIATION OF INDEPENDENT SCHOOLS OF WESTERN AUSTRALIA (INC) CONTENTS CONSTITUTION OF ASSOCIATION OF INDEPENDENT SCHOOLS OF WESTERN AUSTRALIA (INC) CONTENTS PAGE 1 NAME... 1 2 DEFINITIONS... 1 3 OFFICE... 2 4 OBJECTIVES... 2 5 MEMBERSHIP... 3 6 REGISTER OF MEMBERS... 5 7

More information

ARTICLES OF ASSOCIATION FOR SPAREBANK 1 NORD-NORGE

ARTICLES OF ASSOCIATION FOR SPAREBANK 1 NORD-NORGE ARTICLES OF ASSOCIATION FOR SPAREBANK 1 NORD-NORGE 2 June 2014 CHAPTER 1 CORPORATE NAME, REGISTERED HEAD OFFICE, OBJECTS Article 1-1 Corporate name, registered head office, objects SpareBank 1 Nord-Norge

More information

Articles of Association of Auriga Industries A/S CVR no. 34629218. Page 1 of 8

Articles of Association of Auriga Industries A/S CVR no. 34629218. Page 1 of 8 Articles of Association of Auriga Industries A/S CVR no. 34629218 Page 1 of 8 Page 2 of 8 Company name, domicile and object Article 1.1. The name of the Company shall be Auriga Industries A/S. Article

More information

Convenience Translation the German version is the only legally binding version. Articles of Association. Linde Aktiengesellschaft.

Convenience Translation the German version is the only legally binding version. Articles of Association. Linde Aktiengesellschaft. Convenience Translation the German version is the only legally binding version Articles of Association Linde Aktiengesellschaft Munich 9 March 2015 Page 1 of 12 I. General Rules 1. Company Name, Principal

More information

Articles of Association of Bang & Olufsen a/s CVR no. 41 25 79 11

Articles of Association of Bang & Olufsen a/s CVR no. 41 25 79 11 Article 1. The Company s name is Bang & Olufsen a/s. Articles of Association of Bang & Olufsen a/s CVR no. 41 25 79 11 Article 2. The registered office of the Company is situated in the Municipality of

More information

ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION This is a translation of the original Danish articles of association of Tryg A/S. In case of any discrepancies, the wording of the Danish original applies. ARTICLES OF ASSOCIATION of Tryg A/S CVR no. 26460212

More information

To be approved by the General Meeting of Gjensidige Forsikring ASA (23 7 April )

To be approved by the General Meeting of Gjensidige Forsikring ASA (23 7 April ) The Articles of Association of Gjensidige Forsikring ASA The Articles of Association of Gjensidige Forsikring ASA To be approved by the General Meeting of Gjensidige Forsikring ASA (23 7 April 20152016)

More information

ARTICLES OF ASSOCIATION for NTR HOLDING A/S (Central Business Register No. (CVR No.) 62 67 02 15) The name of the Company is NTR Holding A/S.

ARTICLES OF ASSOCIATION for NTR HOLDING A/S (Central Business Register No. (CVR No.) 62 67 02 15) The name of the Company is NTR Holding A/S. NTR Holding A/S Rådhuspladsen 16, 1. 1550 København V Denmark Tel.:+45 8896 8666 Fax:+45 8896 8806 E-mail: ntr@ntr.dk www.ntr.dk ARTICLES OF ASSOCIATION for NTR HOLDING A/S (Central Business Register No.

More information

BY-LAWS OF THE GENERAL MEETING OF SHAREHOLDERS OF ASSECO SOUTH EASTERN EUROPE S.A. SEATED IN RZESZÓW. 1 General Provisions and Definitions

BY-LAWS OF THE GENERAL MEETING OF SHAREHOLDERS OF ASSECO SOUTH EASTERN EUROPE S.A. SEATED IN RZESZÓW. 1 General Provisions and Definitions (Consolidated text) BY-LAWS OF THE GENERAL MEETING OF SHAREHOLDERS OF ASSECO SOUTH EASTERN EUROPE S.A. SEATED IN RZESZÓW 1 General Provisions and Definitions 1. These Bylaws set forth the principles for

More information

CHARTER (Unofficial translation) of Public Joint Stock Company Pharmstandard. (JSC Pharmstandard ) (5 th edition)

CHARTER (Unofficial translation) of Public Joint Stock Company Pharmstandard. (JSC Pharmstandard ) (5 th edition) APPROVED by the resolution of the general meeting of shareholders of Public Joint Stock Company Pharmstandard, (Minutes No dated, 2008) CHARTER () of Public Joint Stock Company Pharmstandard (JSC Pharmstandard

More information

ARTICLES OF ASSOCIATION. for. NTR HOLDING A/S (Central Business Register No. (CVR No.) 62 67 02 15)

ARTICLES OF ASSOCIATION. for. NTR HOLDING A/S (Central Business Register No. (CVR No.) 62 67 02 15) ARTICLES OF ASSOCIATION for NTR Holding A/S Sankt Annæ Plads 13, 3. 1250 København K Denmark Tel.:+45 70 25 10 56 Fax:+45 70 25 10 75 E-mail: ntr@ntr.dk www.ntr.dk NTR HOLDING A/S (Central Business Register

More information

ARTICLES OF INCORPORATION OF HSBC BANK ANONİM ŞİRKETİ PART ONE PROVISIONS AS TO ESTABLISHMENT

ARTICLES OF INCORPORATION OF HSBC BANK ANONİM ŞİRKETİ PART ONE PROVISIONS AS TO ESTABLISHMENT Article 1- ESTABLISHMENT ARTICLES OF INCORPORATION OF HSBC BANK ANONİM ŞİRKETİ PART ONE PROVISIONS AS TO ESTABLISHMENT A joint stock company was established by and between the incorporators whose names/surnames

More information

OPEN JOINT STOCK COMPANY AGENCY FOR HOUSING MORTGAGE LENDING. Agency for Housing Mortgage Lending OJSC INFORMATION POLICY GUIDELINES.

OPEN JOINT STOCK COMPANY AGENCY FOR HOUSING MORTGAGE LENDING. Agency for Housing Mortgage Lending OJSC INFORMATION POLICY GUIDELINES. OPEN JOINT STOCK COMPANY AGENCY FOR HOUSING MORTGAGE LENDING APPROVED: by decision of the Supervisory Council (minutes No 09 of 21 December 2007) Agency for Housing Mortgage Lending OJSC INFORMATION POLICY

More information

Delhaize Group SA/NV Rue Osseghemstraat 53 1080 Brussels, Belgium Register of legal entities 0402.206.045 (Brussels) www.delhaizegroup.

Delhaize Group SA/NV Rue Osseghemstraat 53 1080 Brussels, Belgium Register of legal entities 0402.206.045 (Brussels) www.delhaizegroup. Delhaize Group SA/NV Rue Osseghemstraat 53 1080 Brussels, Belgium Register of legal entities 0402.206.045 (Brussels) www.delhaizegroup.com Comparison of the current version of the Articles of Association

More information

ASSEMBLY OF TURKISH AMERICAN ASSOCIATIONS BYLAWS

ASSEMBLY OF TURKISH AMERICAN ASSOCIATIONS BYLAWS ASSEMBLY OF TURKISH AMERICAN ASSOCIATIONS BYLAWS As Amended on June 6, 1992, by the Assembly of Delegates at the ATAA National Convention, New York, New York. Article I PREAMBLE Section 1. The name of

More information

UNIVERSITY of LIMERICK

UNIVERSITY of LIMERICK UNIVERSITY of LIMERICK O L L S CO I L L U I M N I G H ACADEMIC COUNCIL STANDING ORDERS April 2007 STANDING ORDERS OF ACADEMIC COUNCIL 1. Chairperson, Secretariat 1.1. As provided for in the Universities

More information

Bylaws. for the Managing Board of Siemens Aktiengesellschaft. valid from October 1, 2015

Bylaws. for the Managing Board of Siemens Aktiengesellschaft. valid from October 1, 2015 s This edition of our Bylaws for the Managing Board, prepared for the convenience of English-speaking readers, is a translation of the German original. In the event of any conflict the German version shall

More information

CORPORATE LEGAL FRAMEWORK IN JORDAN. Legal reference: The Companies Law No. 27 of 2002 and its amendments

CORPORATE LEGAL FRAMEWORK IN JORDAN. Legal reference: The Companies Law No. 27 of 2002 and its amendments CORPORATE LEGAL FRAMEWORK IN JORDAN Legal reference: The Companies Law No. 27 of 2002 and its amendments Under the Jordanian different types of companies offer different advantages and have different requirements

More information

RULE 3. All Members not subject to Limitation shall have an equal right to be represented at a General Meeting.

RULE 3. All Members not subject to Limitation shall have an equal right to be represented at a General Meeting. RULES OF PROCEDURE OF GENERAL MEETINGS SECTION I Meetings RULE 1. The Annual General Meeting ( AGM ) shall be convened at a place and time agreed to by a previous AGM, but not more than fifteen (15) months

More information

Danske Invest Government Bond Fund

Danske Invest Government Bond Fund Danske Invest Government Bond Fund Bond Funds Fund Regulations The Finnish Financial Supervision Authority approved the Regulations on 18 October, 2012. These Regulations are valid as of 19 December, 2012.

More information

AMENDED AND RESTATED BY-LAWS OF BATS EXCHANGE, INC. (a Delaware corporation) ARTICLE I Definitions

AMENDED AND RESTATED BY-LAWS OF BATS EXCHANGE, INC. (a Delaware corporation) ARTICLE I Definitions AMENDED AND RESTATED BY-LAWS OF BATS EXCHANGE, INC. (a Delaware corporation) ARTICLE I Definitions When used in these By-Laws, unless the context otherwise requires, the terms set forth below shall have

More information

The By-laws of General Shareholders Meeting of Cyfrowy Polsat S.A.

The By-laws of General Shareholders Meeting of Cyfrowy Polsat S.A. The By-laws of General Shareholders Meeting of Cyfrowy Polsat S.A. 1. The By-laws herein set out the rules of calling, preparing and running a session of the Annual General Meeting of Cyfrowy Polsat S.A.

More information

Articles and Memorandum of Association - English convenience translation -

Articles and Memorandum of Association - English convenience translation - Articles and Memorandum of Association - English convenience translation - as of April 08, 2015 This is the convenience translation of the German original version of the Articles and Memorandum of Association

More information

Estonian Health Insurance Fund Act

Estonian Health Insurance Fund Act Issuer: Riigikogu Type: act In force from: 23.03.2014 In force until: 31.12.2016 Translation published: 02.04.2014 Amended by the following acts Passed 14.06.2000 RT I 2000, 57, 374 Entry into force 01.01.2001,

More information

BRITISH SKY BROADCASTING GROUP PLC MEMORANDUM ON CORPORATE GOVERNANCE

BRITISH SKY BROADCASTING GROUP PLC MEMORANDUM ON CORPORATE GOVERNANCE BRITISH SKY BROADCASTING GROUP PLC MEMORANDUM ON CORPORATE GOVERNANCE INTRODUCTION British Sky Broadcasting Group plc ( the Company ) endorses the statement in the UK Corporate Governance Code ( the Corporate

More information

SCHOOL SPORT WA (Inc) CONSTITUTION. CONSTITUTION OF SCHOOL SPORT WA (Inc) (Revised February 2006)

SCHOOL SPORT WA (Inc) CONSTITUTION. CONSTITUTION OF SCHOOL SPORT WA (Inc) (Revised February 2006) SCHOOL SPORT WA (Inc) CONSTITUTION CONSTITUTION OF SCHOOL SPORT WA (Inc) (Revised February 2006) 1 NAME The name of the Association shall be "SCHOOL SPORT WA (inc)" (herein after referred to as SCHOOL

More information

RULES OF PROCEDURE AT GENERAL MEETINGS AT BANK OCHRONY ŚRODOWISKA S.A.

RULES OF PROCEDURE AT GENERAL MEETINGS AT BANK OCHRONY ŚRODOWISKA S.A. RULES OF PROCEDURE AT GENERAL MEETINGS AT BANK OCHRONY ŚRODOWISKA S.A. 1 The Annual General Meeting is the supreme authority of the Company working on the basis of: regulations of the Code of Commercial

More information

TRANSPORT INTERNATIONAL HOLDINGS LIMITED (the Company ) MEMBERS COMMUNICATION POLICY

TRANSPORT INTERNATIONAL HOLDINGS LIMITED (the Company ) MEMBERS COMMUNICATION POLICY TRANSPORT INTERNATIONAL HOLDINGS LIMITED (the Company ) MEMBERS COMMUNICATION POLICY 1. Purpose 1.1. This Policy aims to set out the provisions with the objective of ensuring that the Company s Members,

More information

COMMUNITY MEETING PROCEDURES

COMMUNITY MEETING PROCEDURES COMMUNITY MEETING PROCEDURES (1) Basic Principles Meetings are structured to allow a group to come together for discussion and free debate in its simplest and most direct form. They are forums that respect

More information

CORNING INCORPORATED. Incorporated under the laws of the State of New York AMENDED AND RESTATED BY-LAWS

CORNING INCORPORATED. Incorporated under the laws of the State of New York AMENDED AND RESTATED BY-LAWS CORNING INCORPORATED Incorporated under the laws of the State of New York AMENDED AND RESTATED BY-LAWS Effective as of December 7, 2015 CORNING INCORPORATED BY-LAWS ARTICLE I OFFICES OF THE CORPORATION

More information

AMENDED AND RESTATED BY-LAWS PHILLIPS 66. (hereinafter called the Corporation ) ARTICLE I. Offices

AMENDED AND RESTATED BY-LAWS PHILLIPS 66. (hereinafter called the Corporation ) ARTICLE I. Offices AMENDED AND RESTATED BY-LAWS OF PHILLIPS 66 (hereinafter called the Corporation ) ARTICLE I Offices Section 1. Registered Office. The registered office of the Corporation shall be in the City of Wilmington,

More information

REGULATION ON WORKING PRINCIPLES AND PROCEDURES OF THE ASSOCIATION OF THE INSURANCE AND REINSURANCE COMPANIES OF TURKEY

REGULATION ON WORKING PRINCIPLES AND PROCEDURES OF THE ASSOCIATION OF THE INSURANCE AND REINSURANCE COMPANIES OF TURKEY REGULATION ON WORKING PRINCIPLES AND PROCEDURES OF THE ASSOCIATION OF THE INSURANCE AND REINSURANCE COMPANIES OF TURKEY Official Gazette of Publication: 01.07.2008 26923 Issued By: Prime Ministry (Undersecretariat

More information

ARTICLES OF ASSOCIATION. Gerresheimer AG. I. General provisions. 1 Company name, registered seat, financial year

ARTICLES OF ASSOCIATION. Gerresheimer AG. I. General provisions. 1 Company name, registered seat, financial year ARTICLES OF ASSOCIATION of Gerresheimer AG I. General provisions (1) The name of the company is Gerresheimer AG. 1 Company name, registered seat, financial year (2) The company s registered seat is in

More information

Articles of Association

Articles of Association (Unauthorized English translation) (May 20, 2015) Articles of Association of Genmab A/S (CVR-nr. 21023884 Formerly A/S registration no.: 248.498) Page 2 of 46 Name, Registered Office, Objects and Group

More information

Articles of Association

Articles of Association (Unauthorized English translation) (August 19, 2015) Articles of Association of Genmab A/S (CVR-nr. 21023884 Formerly A/S registration no.: 248.498) Page 2 of 47 Name, Registered Office, Objects and Group

More information

Memorandum of Association of CIECH Spółka Akcyjna [Joint-Stock Company] Uniform text

Memorandum of Association of CIECH Spółka Akcyjna [Joint-Stock Company] Uniform text CIECH Spółka Akcyjna [Joint-Stock Company] entered in the National Court Register, kept by the District Court for the Capital City of Warsaw, XIII Commercial Division of the National Court Register, entry

More information

THE CO-OPERATIVE BANK PLC NOMINATION COMMITTEE Terms of Reference

THE CO-OPERATIVE BANK PLC NOMINATION COMMITTEE Terms of Reference THE CO-OPERATIVE BANK PLC NOMINATION COMMITTEE Terms of Reference 1. Constitution The Nomination Committee (the Committee ) Terms of Reference were approved on 2 March 2016 by The Co-operative Bank plc

More information

"Annual General Meeting" means the meeting referred to in sub-clause 8.1(c); Association means Western Australian Hockey Association (Inc);

Annual General Meeting means the meeting referred to in sub-clause 8.1(c); Association means Western Australian Hockey Association (Inc); 1 CONSTITUTION FOR WESTERN AUSTRALIAN HOCKEY ASSOCIATION (INC) (adopted as at 23.10.2003) (amended as at 28.11.2004) (amended as at 04.12.2005) (amended as at 03.12.06) (amended as at 07.12.08) (amended

More information

ON THE DIVIDEND POLICY OF OJSC ALROSA

ON THE DIVIDEND POLICY OF OJSC ALROSA APPROVED by the Supervisory Board OJSC ALROSA December 20, 2011 Minutes No. 177 amended by the decision of the Supervisory Board OJSC ALROSA December 2, 2013 (Minutes No. 205) REGULATIONS ON THE DIVIDEND

More information

COUNCIL PROCEDURE RULES

COUNCIL PROCEDURE RULES COUNCIL PROCEDURE RULES 1. Introduction 2. Annual Meetings of Full Council 3. Ordinary Meetings of Full Council 4. Extraordinary Meetings of Full Council 5. Special Meetings 6. Time and Location of Meetings

More information

SLIANZ CONSTITUTION INDEX CLAUSE TITLE PAGE

SLIANZ CONSTITUTION INDEX CLAUSE TITLE PAGE SLIANZ CONSTITUTION INDEX CLAUSE TITLE PAGE 1 Name 1 2 Registered Office 1 3 Objects 1 4 Membership 2 5 Application for membership 2 6 Notification of admission 3 7 Cessation of membership 3 8 Meetings

More information

BYLAWS OF PARENTS ASSOCIATION OF THE INTERNATIONAL SCHOOL OF HELSINKI REGISTERED 03.04.2014

BYLAWS OF PARENTS ASSOCIATION OF THE INTERNATIONAL SCHOOL OF HELSINKI REGISTERED 03.04.2014 BYLAWS OF PARENTS ASSOCIATION OF THE INTERNATIONAL SCHOOL OF HELSINKI (Translation) REGISTERED 03.04.2014 The Association 1 The name of the Association is Helsingin kansainvälisen koulun vanhempainyhdistys

More information

- 1 - CATHAY PACIFIC AIRWAYS LIMITED. Corporate Governance Code. (Amended and restated with effect from 3rd March 2014)

- 1 - CATHAY PACIFIC AIRWAYS LIMITED. Corporate Governance Code. (Amended and restated with effect from 3rd March 2014) - 1 - CATHAY PACIFIC AIRWAYS LIMITED (Amended and restated with effect from 3rd March 2014) This Code sets out the corporate governance practices followed by the Company. The Board and its responsibilities

More information

Articles of Association of MTU Aero Engines AG. Last revised: June 2015

Articles of Association of MTU Aero Engines AG. Last revised: June 2015 Articles of Association of MTU Aero Engines AG Last revised: June 2015 First Part: General Section 1 Company name, registered office, financial year (1) The Company operates under the name of: MTU Aero

More information

ARTICLES OF ASSOCIATION

ARTICLES OF ASSOCIATION This is a translation of the original Danish articles of association of TrygVesta A/S. In case of any discrepancies, the wording of the Danish original applies. ARTICLES OF ASSOCIATION for TrygVesta A/S

More information

MARINE INSURANCE ASSOCIATION OF BRITISH COLUMBIA BY-LAWS

MARINE INSURANCE ASSOCIATION OF BRITISH COLUMBIA BY-LAWS MARINE INSURANCE ASSOCIATION OF BRITISH COLUMBIA BY-LAWS 1. MEMBERSHIP Membership of the Association shall consist of:- (i) (iii) (iv) Full Members consisting of licensed Insurance Companies, Underwriting

More information