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

Transcription

1 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 No. 6) Saint Petersburg 2013

2 2 These Regulations were drafted in accordance with the applicable laws of Russian Federation, the Charter of the Open JointStock Company «SIBUR Holding» (hereafter, the "Company") and other internal documents of the Company, and shall define the procedure for convening and holding the General Shareholders' Meeting of the Company. Article 1. General Provisions 1.1. The General Shareholders Meeting shall be the supreme management body of the Company In its activities, the General Shareholders' Meeting shall be governed by the laws of the Russian Federation, the Charter of the Company and these Regulations. Article 2. Procedure of the General Shareholders' Meeting 2.1. Every year, not earlier than two (2) months and no later than six (6) months after the end of its financial year, the Company shall hold the annual General Shareholders Meeting, at which shareholders shall elect the Board of Directors and the Audit Commission, approve the auditor of the Company, approve the annual reports and annual financial statements, including profit and loss statements (profit and loss accounts) of the Company, and approve allocation of the profit, including payment (declaration) of dividends, and losses of the Company on the basis of the results of the financial year. The annual General Shareholders Meeting may also deal with other matters which are referred to its competence by the applicable laws of the Russian Federation and the Charter of the Company The General Shareholders' Meetings that are not annual general meetings shall be extraordinary General Shareholders' Meetings. The venue of the General Shareholders Meeting shall be determined by the resolution of the Board of Directors on the convocation of the General Shareholders Meeting The General Shareholders Meeting shall be competent to transact business (a quorum shall be present) if attended by shareholders (their representatives) exercising more than one half of the votes carried by the outstanding voting shares of the Company. In the absence of a quorum, the General Shareholders Meeting shall be adjourned but the adjourned General Shareholders Meeting shall be held with the same agenda The adjourned General Shareholders Meeting shall be held in compliance with the procedures established by the applicable laws of the Russian Federation and the Charter of the Company The adjourned General Shareholders Meeting may transact business (a quorum shall be present) if attended by shareholders (their representatives) exercising an aggregate of no less than thirty (30) percent of the outstanding voting shares of the Company When the adjourned General Shareholders Meeting is to be held less than forty (40) days from the General Shareholders Meeting, from which the adjournment was adopted, the persons entitled to participate in this General Shareholders Meeting shall be determined in accordance with the list of persons entitled to participate in the initial meeting which was adjourned An extraordinary General Shareholders Meeting shall be held by a resolution of the Board of Directors passed on its own initiative, upon the request of the Audit Commission of the auditor of the Company or shareholders owning, individually or together, at least ten (10) percent of the voting shares of the Company as of the date on which the meeting was requested An extraordinary General Shareholders Meeting shall be held pursuant to the procedure and at the time established by the applicable laws of the Russian Federation, the Charter of the Company and these Regulations.

3 Depending on the method of voting, the General Shareholders Meeting may be held either in the form of an actual meeting or by voting in absentia. In the event of an actual meeting, the shareholders can jointly attend the General Shareholders Meeting of the Company to discuss the items on its agenda and pass resolution on the matters put to the vote. Voting in absentia allows shareholders to vote without their concurrent attendance to discuss the items on the meeting agenda and pass resolution on the matters put to the vote. The General Meeting of Shareholders, the agenda of which includes such items as election of members of the Board of Directors and the Audit Commission; approval of the auditor of the Company; approval of the annual reports and annual financial statements, including the profit and loss account of the Company; allocation of its profit, including payment (declaration) of dividends, and losses of the Company on the basis of the results of the financial year, shall not be conducted in the form of voting in absentia. Article 3. Competence of the General Shareholders Meeting 3.1. The following matters shall be referred to the competence of the General Shareholders' Meeting: 1) Introducing changes and additions to the Charter of the Company or approving a new version of the Charter of the Company. 2) Reorganizing the Company. 3) Liquidating the Company, appointing the Liquidation Commission, and approving the interim and final liquidation balance sheets. 4) Deciding on the number of members in the Board of Directors, electing its members and removing them from office early. 5) Determining the quantity, nominal value, category (class) of the declared shares and the rights provided by the said shares. 6) Increasing the Company s Authorized Capital by way of increasing the nominal value of the shares, through additional placements of shares by way of a closed subscription, by way of an open subscription of ordinary shares representing more than twenty five (25) percent of previously placed ordinary shares, or by way of an open subscription of issue-grade securities convertible into ordinary shares which may be converted into ordinary shares representing more than twenty five (25) percent of previously placed ordinary shares. 7) Increasing the Company s Authorized Capital by placing preferred shares or additional ordinary shares by way of an open subscription, within the quantity and category (class) of placed ordinary shares representing twenty five (25) percent of previously placed ordinary shares or less, or by distributing shares among the Company s shareholders against the Company s property. 8) Adopting a resolution on placement by way of an open subscription of issue-grade securities that may be converted into preferred shares or into ordinary shares representing twenty five (25) percent of previously placed ordinary shares or less. 9) Placing bonds and other issue-grade securities of the Company convertible into shares, except in cases where they are placed by the decision of the Company s Board of Directors in accordance with the Federal Law "On Joint-Stock Companies". 10) Reducing the Company s Authorized Capital by reducing the nominal value of shares, by acquiring a part of the shares for the Company to reduce their total quantity, as well as by canceling shares acquired or redeemed by the Company. 11) Electing the members of the Audit Commission and remove them from office early. Determining, upon the Board of Directors recommendation, the amount of remuneration and compensation to be paid to the members of the Audit Commission. 12) Approving the auditor of the Company.

4 4 13) Deciding on the payment (declaration) of dividends on the basis of the results of the first quarter, six months and nine months of the financial year. 14) Approving the annual reports and annual financial statements, including profit and loss statements (profit and loss accounts) of the Company; approving distribution of profit (other than the profit distributed as dividends based on the results of the first quarter, six months and nine months of the financial year) and losses on the basis of the results of the financial year. 15) Approving the procedure for holding the General Shareholders Meeting. 16) Electing and removing from office the members of the counting commission in cases established by applicable Russian laws. 17) Splitting and consolidating shares. 18) Approving non arm s-length transactions in cases provided by applicable laws of the Russian Federation and the Charter of the Company. 19) Approving major transactions in cases provided by applicable laws of the Russian Federation and the Charter of the Company. 20) Acquiring by the Company of outstanding shares in cases provided by the applicable laws of the Russian Federation and the Charter of the Company. 21) Deciding on participation in financial and industrial groups, associations and other groups of commercial organizations. 22) Approving the internal documents governing the activities of the Company s bodies. 23) Upon the Board of Directors recommendation, deciding to transfer, under a contract, the powers of the One-person Executive Body to a commercial organization (management organization) or sole trader (manager). 24) Adopting decisions on early termination of powers of the management organization or manager. 25) Adopting decisions on handling with claim regarding delisting of shares of the Company and issue-grade securities of the Company converted into shares of the Company. 26) Dealing with other matters provided for by the applicable laws of the Russian Federation and the Charter of the Company. Article 4. Resolution of the General Shareholders Meeting 4.1. Resolutions on the matters listed in sub-clauses 1-3, 5, and 20,25 of clause 3.1 hereof shall be adopted at the General Shareholders Meeting by a three-fourths majority vote of holders of voting shares, present at the meeting. At the General Shareholders Meeting, resolutions on the issue of shares and other issue grade securities in cases provided by article 39 of the Federal Law "On Joint-Stock Companies" shall be adopted by a three-fourths majority vote of holders of voting shares, present at the meeting. Resolutions on matters listed in sub-clauses 2, 6, 12, of clause 15.1 hereof shall be adopted by the General Shareholders Meeting only on the recommendation of the Board of Directors Resolutions of the General Shareholders Meeting on other matters put to the vote shall be adopted by a majority vote of holders of voting shares of the Company, present at the meeting, unless otherwise specified by the Federal Law "On Joint-Stock Companies" The General Shareholders Meeting shall not adopt resolutions on matters, which are not on its agenda, and shall not change the agenda.

5 5 Article 5. Proposal of Agenda Items, Information on Holding the General Shareholders Meeting 5.1. The agenda of the General Shareholders' Meeting shall be approved by the Board of Directors in accordance with the procedure established by the laws of the Russian Federation Shareholder(s) holding in aggregate no less than two (2) percent of the voting shares of the Company may propose items for the agenda of the Annual General Shareholders' Meeting. These proposals shall be submitted to the Board of Directors no later than thirty (30) days after the end of the financial year. The proposals concerning inclusion of items in the agenda of the General Shareholders Meeting and proposals concerning nomination of candidates shall be submitted in writing, with an indication of the name (corporate name) of the shareholder(s) who submitted the proposal, the quantity and category (class) of his shares, and shall be signed by the shareholder(s). These proposals shall be formulated in accordance with the requirements of the Federal Law "On Joint-Stock Companies." A shareholder, who has submitted proposals in accordance with the established procedure, may introduce changes or completely withdraw his proposals prior to the approval of the ballots for voting in the General Shareholders' Meeting by the Board of Directors Apart from the items proposed for inclusion on the agenda of the General Shareholders Meeting by the shareholders and also if no such proposals were made, if no candidates or insufficient number of candidates were proposed for the formation of the given body, the Board of Directors may include items in the agenda of the General Shareholders Meeting or include candidates in the list of candidates at its own discretion Notice of the General Shareholders Meeting shall be served on the shareholders in writing (by registered mail or by a courier service, against receipt) no later than twenty (20) days before the date of the meeting or, if the agenda of the General Shareholders Meeting contains a question of the reorganization of the Company, no later than thirty (30) days before the date of the meeting. A notice of the General Shareholders Meeting shall include the following: - Full company name of the Company and its location; - Indication of the form of the General Shareholders Meeting (meeting or by voting in absentia); - Date, place and time of the General Shareholders Meeting, as well as, in the event of a General Shareholders Meeting held in the form of voting in absentia, the deadline for accepting the ballots and mailing address for sending completed ballots; - Time for starting the registration of the participants in the General Shareholders Meeting, place of the registration; - Date of compilation of the list of persons entitled to participate in the General Shareholders Meeting; - Agenda of the General Shareholders Meeting; - Procedure for reviewing information (materials) to be provided in preparation for the General Shareholders Meeting and the address at which it is available for review No later than twenty (20) days before the date of the meeting or, if the agenda of the General Shareholders Meeting contains a question of the reorganization of the Company, no later than thirty (30) days before the date of the meeting, information (materials) to be presented to the shareholders in preparation for the General Shareholders Meeting in accordance with the laws of the Russian Federation and this Charter shall be made available for examina-

6 6 tion to persons entitled to participate in the General Shareholders Meeting at the place indicated in the notice of the General Shareholders Meeting. Upon the request of its shareholders, the Company shall, within two (2) days, provide them with the copies of these documents. Article 6. Holding the General Shareholders Meeting 6.1. Shareholders shall participate in the General Shareholders Meeting in person or through their representatives (by proxy). At the General Shareholders Meeting, the shareholder's representative shall act in accordance with the powers granted to him by a written power of attorney. The power of attorney for voting shall contain information about the principal and the representative (for a natural person the name, details of the identity document (series and/or number of the document, date and place of issuance, issuing authority), for a legal entity corporate name, registered address). The power of attorney for voting shall be executed in accordance with the requirements of Clauses 4 and 5, Article 185 of the Civil Code of the Russian Federation, or it shall be notarized The functions of the counting commission of the General Shareholders' Meeting shall be performed by a specialized registrar The General Shareholders Meeting shall be chaired by the Chairman of the Board of Directors. In the event of his absence, the duties of the Chairman at the General Shareholders Meeting shall be assumed by one of the members of the Board of Directors appointed by the Board of Directors. If no members of the Board of Directors are present or if they refuse to take the chair, the meeting shall be presided over by the One-person Executive Body The matters of the General Shareholders Meeting (the rules of the General Shareholders Meeting) not reflected in the current laws of the Russian Federation, the Charter of the Company and these Regulations shall be resolved by the person acting as the Chairman at the General Shareholders Meeting. In particular, the Chairman at the General Shareholders Meeting shall establish the procedure for addresses by the rapporteurs on matters in the agenda, procedure for addresses by other persons, and the procedure for submitting questions to the rapporteurs The organizational support of the General Shareholders Meeting shall be assumed by the Secretary of the Board of Directors, who appears to be the Secretary of the General Shareholders Meeting of the Company. In case Secretary of the Board of Directors is absent on the General Shareholders Meeting Secretary of the meeting is appointed by Chairman of the General Shareholders Meeting When voting is conducted at the General Shareholders' Meetings, one voting share shall entitle its holder to one vote, except in cases where some other voting procedure is prescribed by the applicable laws of the Russian Federation At the General Shareholders Meeting, the voting shall be conducted by means of ballots, pursuant to the procedure established by the Charter of the Company and these Regulations The resolutions of the General Shareholders Meeting shall be reflected in its minutes prepared in writing, subject to the requirements of applicable laws of the Russian Federation, no later than three (3) business days after the closing of the General Shareholders Meeting in the two (2) copies and signed by the Chairman of the General Shareholders Meeting and the Secretary of the General Shareholders Meeting Decisions adopted by general shareholders meeting and voting results are resounded on General Shareholders Meeting, on which the voting took place, or bring up not later than 10(ten) days after compilation of the resolution on results of the voting in the form of reports on results of the voting to the persons who are included in list of persons entitled to

7 7 participate in the General Shareholders Meeting with the procedure established to Notice of the General Shareholders Meeting. Extracts from the resolution of the General Shareholders Meeting are certified by the Secretary of the General Shareholders Meeting. In case functions of the Secretary of the General Shareholders Meeting were exercised by person who is not the Secretary of the Board of Directors, extracts from the resolution of the General Shareholders Meeting are certified by the Secretary of the Board of Directors. Article 7. Final Provisions 7.1. The expenses associated with preparing and holding the General Shareholders Meeting, which are also called by request of Audit Commission, auditor or shareholder of the Company shall be borne by the Company. These Regulations shall be approved by the General Shareholders Meeting. Any changes and additions therein, and the adoption of a new version of the Regulations shall be referred to the competence of the General Shareholders Meeting These Regulations and any changes and additions thereto shall become effective at the time of their approval by the General Shareholders Meeting In the event of conflict between the provisions of these Regulations and the applicable laws of the Russian Federation and the Charter of the Company, it shall be necessary to follow the provisions of the applicable laws and the Charter of the Company.