4.3 General Meetings of Stockholders
General Meeting of Stockholders is the supreme governing body of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals. The exhaustive list of the General Meeting’s purview is described in the Federal Joint-Stock Companies’ Law and Company’s Charter[50]. Aspects comprising the General Meeting’s purview cannot be delegated to the Board of Directors, Executive Board and General Director of the Company. The General Meeting is not entitled to examine and decide on aspects that are not affirmed as its competence by the Federal Joint-Stock Companies’ Law. The Federal Joint-Stock Companies’ Law, Bank of Russia’s Regulations on General Meetings of Stockholders, the Charter and Regulations on the General Meeting of Stockholders stipulate preparation and conduct of the general meetings of stockholders of OAOOpen Joint-Stock Company IDGCInterregional Distribution Grid Company of Urals.
Guided by recommendations of the Corporate Governance Code, the Company strives to provide its stockholders with a large variety of materials during arrangement of the general meeting to enhance feasibility of their decisions, including but not limited to position of the Board of Directors with regard to the meeting agenda, charts and tables for comparison of the current versions and to-be-introduced revisions of the Company’s bylaws. All materials are posted on the Company’s official web-site and Interfax newswire web-page (agency accredited by the Bank of Russia for disclosures on securities and other financial instruments).
The Regulations on the General Meeting of Stockholders stipulate, in an easy-to-understand manner, the mechanics of the meeting, with stockholders permitted to discuss the agenda items and address relevant questions. Votes regarding agenda items of the General Meeting are tallied by the counting board. Its functions are performed by the independent registrar of the Company.
Annual General Meeting of Shareholders
Meeting date: 03.06.2021.
Form: Letter ballot
Quorum: 91.1331%
Outcomes of the AGM in 2021:
| Agenda item | Distribution of votes | Voting results and status of decision implementation | |
| 1 | Adoption of the Company’s annual report | IN FAVOR - 95.7346% | The Company’s 2020 annual report was approved. |
| AGAINST – 0.1889% | |||
| ABSTENTION – 4.0754% | |||
| 2 | Approval of the Company’s annual financial statements, incl. P&L statement | IN FAVOR – 99.8086% | The Company’s FY2020financial year 2020 accounting (financial) statements was approved. |
| AGAINST - 0.1889% | |||
| ABSTENTION – 0.0021% | |||
| 3 | Approval of FY2020financial year 2020 profit allocation, incl. dividend payout (announcement) | IN FAVOR – 67.9361% | FY2020financial year 2020 profit allocation approved: shareholders decided to pay no FY2020financial year 2020 dividends and distribute RUBruble 19.3 million to enterprise development. |
| AGAINST – 4.2672% | |||
| ABSTENTION – 27.7964% | |||
| 4 | Election of the Company’s Board of Directors | Cumulative voting | New Board of Directors was elected. |
| 5 | Election of the Company’s Board of Internal Auditors | Polling | New Board of Internal Auditors was elected. |
| 6 | Approval of the Company’s auditor | IN FAVOR – 99.8048% | OOOLimited Liability Company Ernst & Young was approved as the Company’s auditor. |
| AGAINST – 0.0017% | |||
| ABSTENTION – 0.1927% | |||
| 7 | Introduction of amendments into the Charter | IN FAVOR – 71.5015% | The decision was not passed. |
| AGAINST – 27.7962% | |||
| ABSTENTION – 0.7020% | |||
| 8 | Adoption of the Amended and Restated Charter, requiring filing with the Ministry of Justice of an application on authorization of inclusion of the word, derived from the official name of the Russian Federation or Russia, into new corporate name of the Company | IN FAVOR – 71.5011% | The decision was not passed. |
| AGAINST – 27.7962% | |||
| ABSTENTION – 0.1991% |
| Agenda item | Distribution of votes | Voting results and status of decision implementation | |
| 1 | Adoption of the Company’s annual report | IN FAVOR - 95.7346% | The Company’s 2020 annual report was approved. |
| AGAINST – 0.1889% | |||
| ABSTENTION – 4.0754% | |||
| 2 | Approval of the Company’s annual financial statements, incl. P&L statement | IN FAVOR – 99.8086% | The Company’s FY2020financial year 2020 accounting (financial) statements was approved. |
| AGAINST - 0.1889% | |||
| ABSTENTION – 0.0021% | |||
| 3 | Approval of FY2020financial year 2020 profit allocation, incl. dividend payout (announcement) | IN FAVOR – 67.9361% | FY2020financial year 2020 profit allocation approved: shareholders decided to pay no FY2020financial year 2020 dividends and distribute RUBruble 19.3 million to enterprise development. |
| AGAINST – 4.2672% | |||
| ABSTENTION – 27.7964% | |||
| 4 | Election of the Company’s Board of Directors | Cumulative voting | New Board of Directors was elected. |
| 5 | Election of the Company’s Board of Internal Auditors | Polling | New Board of Internal Auditors was elected. |
| 6 | Approval of the Company’s auditor | IN FAVOR – 99.8048% | OOOLimited Liability Company Ernst & Young was approved as the Company’s auditor. |
| AGAINST – 0.0017% | |||
| ABSTENTION – 0.1927% | |||
| 7 | Introduction of amendments into the Charter | IN FAVOR – 71.5015% | The decision was not passed. |
| AGAINST – 27.7962% | |||
| ABSTENTION – 0.7020% | |||
| 8 | Adoption of the Amended and Restated Charter, requiring filing with the Ministry of Justice of an application on authorization of inclusion of the word, derived from the official name of the Russian Federation or Russia, into new corporate name of the Company | IN FAVOR – 71.5011% | The decision was not passed. |
| AGAINST – 27.7962% | |||
| ABSTENTION – 0.1991% |
The minutes of the 2020 AGM were disclosed on the official website at: https://rosseti-ural.ru/en/company/controls/gsm/. There were no EGMs during the reported period.
Analysis of the AGM voting
The quorum of the 2020 AGM totaled 91.1331%, showing a considerable interest of shareholders. Shareholders supported the proposed resolution drafts on agenda items No.1,2 and 6, the share of votes “Against” and “Abstention” was below 0.2% (except for agenda item No.1, where the share of votes “Against” and “Abstention” was 4.2%). As for agenda item No.3, 4.3% of shareholders voted against the proposed resolution, 27.8% of shareholders chose “Abstention” option. As for agenda items No. 7 and 8, minority shareholders did not support the proposed resolutions, the share of votes “Against” and “Abstention” was 28.5% and 28.0%, respectively.