Key Benefits:
RUSSIAN FEDERATION
FEDERAL LAW
About making changes and additions to Federal Law
On Joint Stock Companies
Adopted by the State Duma 12 July 2001
Approved Federation Council July 20, 2001
(reed. Federal Act of 5 January 2006 N 7-FZ
Russian legislation, 2006, N 2, art. 172;
Federal Law of 27 July 2006 N 138-FZ - To
Russian Federation Federation, 2006, N 31, st. 3437;
Federal Law of July 2009 N 205-FZ
Russian Federation Federation, 2009, N 29, st. 3642;
Federal Act of 21 December 2013 N 379-FZ -Collection
Russian Federation Federation, 2013, N 51, st. 6699;
Federal Law of June 2015 N 210-FZ - Collection
Laws of the Russian Federation, 2015, N 27, art. 4001)
Article 1: Amend the Federal Act of 26 December 1995
N 208-FZ "On joint-stock companies"
(Legislative AssemblyRussian Federation, 1996, N 1, article 1; 25, 100 2956; 1999, N 22,
2672) the following changes and additions:
1. In Article 1:
in 1, 3 and 4 " and" replace
"creation, reorganization, liquidation, ";
First paragraph 5, amend to read:
" 5. Considerations for the creation of joint-stock companies in privatization
public and municipal enterprises are defined
Federal Act and other legal acts of the Russian Federation
and municipal privatisation privatisation
Features of the Legal Status of Stock Companies, Created by
privatization of state and municipal enterprises, more than 25
or
municipal property or whose is used
special right Federation Federation
Russian Federation or Municipal Controls in
specified joint-stock companies ("golden share"), are defined
federal law on privatization of state and
enterprises. " 2. In Article 2: The name to read as follows:
" Article 2. Basic provisions on joint-stock companies ";
Paragraph 1 should be added to the following paragraph:
" Shareholders have the right to dispose of -owned shares without
consent of other shareholders and society. " ;
add a new paragraph 2 to read:
" 2. The provisions of this Federal Law are distributed
in a company with one shareholder in the property,
Federal Law Other This is not
contradicts the essence of the relevant relationship. " ;
paragraphs 2-6 count respectively paragraphs 3-7;
Paragraph 3 should be added to the following paragraph:
" Before paying 50 percent of the company's shares, among
its founders, society is not entitled to make transactions that are not connected
with community institution. "
3. Article 4 should read as follows:
" Article 4. Trade name and location
societies
1. Society must have full and to have reduced
proprietary Russian Society has the right to have
also the full and (or) abbreviation name in
The peoples of the Russian Federation and (or) foreign languages.
The full company name in Russian should
containing full name of the community and pointing to the type of society
(private or public). Abbreviated brand name
Russian must contain full or abbreviation
company name and closed joint-stock company
"Open Joint Stock Company" or "CJSC" or "OJSC".
A company name may not
containing other terms and for the
organizational-legal form, in number from
foreign languages, if does not include
OF THE PRESIDENT OF THE RUSSIAN FEDERATION2. The location of the company is defined by
State registration. Constituent Societies
may be set to that
place of permanent or master
location of its activity.
3. Society must have a postal address
binding, and required to notify bodies that
State Registration of Legal Persons, Change
e-mail address. "
4.
add of these
State registration of legal entities. "
5. In the second paragraph 6 of the word " Federal
Securities and Stock
Russian Federation Replace with the body
Theexecutive branch of the securities market. "
6. In Article 7:
in paragraph 2:
in the paragraph first sentence to exclude, for " This
society replaced by Open Society;
add the following paragraph:
"
pre-emptive right of society or its shareholders
shares alienated by the company's shareholders. " ;
in paragraph 3:
The fourth and fifth paragraphs should read
" Shareholders in private use overriding
right to acquire shares, by other shareholders of this
societies,
shares, of for each if if company has no other way to implement this right. Charter The can be
precedence right for the acquisition of shares, sold
shareholders, if shareholders used
pre-emptive right to buy shares.
Shareholders of Society, to sell shares to third
person, must write for the rest of the shareholders
society and society itself with price and other sales conditions
shares. The public's shareholders are notified through society.
Unless otherwise specified by the company's charter, shareholders notice
society is at the expense of the Shareholder Intent to sell
shares. " ;
add the following paragraphs to the sixth to eighth paragraphs:
" In the case, if shareholders or (or) of the society
preferred all shares
offered for sale, for two months
notice, if does not
societies, shares may be sold to the third
conditions, that are reported to the company to its shareholders. Date
priority of the right,
society, must be at least 10 days from the date of notification to the shareholder,
intent to sell shares to a third party, other shareholders and
society. The precedence will expire,
if from all of the company
written statements on use or disclaimer
precedence.
shares with permission
acquisition of any shareholder in a society and/or society if the statute
company provides preference acquisitions
stock society, has the right for three months from when
shareholder or the society has
violations, to require the courts to translate and
responsibilities of the buyer.
An assignment of the specified priority is not allowed. "
7. The title of Chapter II is as follows:
" Chapter II: Establishment, reorganization and liquidation of society. "
8. In article 8, the word "accession" should be deleted.
9. In Article 9:
5 add the following paragraph:
agency must define the size of the company's share capital,
categories (types) of shares, size and order of their payment. " ;
Paragraph 6 should be redrafted to read:
" 6. The Institutions By participating in
investors can be provided for by federal laws. "
10. In Article 11, paragraph 3:
paragraph 11 after the words "Federal Law" to supplement
words "and other federal laws";
add the following paragraph:
" A society must contain information about in
relation of the Society to Russian
Federation, Subjects of the Russian Federation
educations in the management of the specified company ("golden share"). " 11. Article 12, amend to read:
" Article 12. Making changes and additions to the tired society
or approval of the public charter in the new edition 1. Amting and to by the Society
assertion of the public bylaws in new
general Shareholders Meeting for
covered by paragraphs 2 to 5 of this article.
2. Introduction
results of shares in the changes associated with the increase in the authorized capital of the society, is implemented based on general increase
charter capital or directors
(Supervisory Board) of the Society, if with the statute
company the last has permission to take such a decision
other and
emission shares, shares, , and
registered action report. On Increasing
charter capital of society by placing additional shares
charter capital increases by the sum of values
additional shares, , and the number of shares declared
certain categories and types decreases allocated
additional shares of these categories and types.
3. Making changes and additions to the tired society
with to reduce the company's share capital by buying stocks
societies to maturity, implemented by decision
Shareholders Meeting and Approved
results of the purchase of shares. In this case, the statutory capital of society
is reduced by the sum of the nominal values of the repaid shares.
4. The use
relation of the Society to Russian
Federation, Subjects of the Russian Federation
education in of the public ("gold action") carried out on grounds of , respectively, of the Government Russian Federation Subjects Russian Federation or local
using the specified special permission,
details-by decision of these termination bodies
such a special right.
(Paragraph is lost in the Federal Act of 29
June 2015 N 210-FZ - The Russian Law
Federation, 2015, N 27, art. 4001)
12. In Article 15:
add a new paragraph 3 to read:
3. Building the property of the societies that result from
reorganization, only implemented
reorganized societies. " ; Paragraphs 3 to 5 should be read as paragraphs 4-6; paragraph 2, second paragraph, amend to read:
When reorganizing in the form
other societies are considered to be reorganized since
inclusion in a single public registry of legal entities
termination of an affiliated society. " ;
Paragraph 6 should be redrafted to read:
" 6. Not later than 30 days from the date of the decision to reorganize
societies, in the form of the merge or
- the of this last
societies, participating in a merger or accession, society is obliged to
write notify of this company's creditors and publish to
printed edition, for
state registration of legal entities, message about accepted
solution. In this case, public creditors in 30 days
or 30 days with dates
decision to the right in writing
require early termination or fulfillment
liabilities and damages to the public.
State Registration Societies, resulting
reorganization, and
Reorganized societies are implemented if there is evidence
notifications of creditors in the order established by this paragraph.
If the separation or does not
ability to determine the successor of the reorganized society
legal faces reorg
Shared responsibility on rearranged
society in front of its creditors. "
13. In Article 16:
in paragraph 2:
words "and (or) other securities" should be deleted
after the "Merge Contract " to add the words ", of the Charter
merged, ";
in paragraph 3:
and directors
(observatory) replaced by 'Entity Education';
The word "wires" is replaced by "wires";
add a new paragraph 4 to read:
" 4. When the Societies of Society merge, belong to another
society, participating in the merge, shares,
belonging to the merging society, is being repaid. " ;
Paragraph 4 should read paragraph 5.
14. In Article 17:
in paragraph 2 of the word "and (or) other securities" delete;
add a new paragraph 4 to read:
" 4. When joining the company of the attachable society,
belonging to the company to which to join, and
also shares owned by the attachable society
Theis being repaid. " ;
Paragraph 4 is considered as paragraph 5.
15. In Article 18:
in paragraph 2:
replace "this reorganization" with "partitioning";
words "and (or) other securities" should be deleted
after " societies" to add to
dividing balance assertion ";
Paragraph 3 should be revised to read:
3. General Assembly of Reorganized Society for the Separation of Society
makes a decision about reorganizing the community in form of the form,
order and of the partitioning conditions, on creating new societies,
shares
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General
meeting of each newly created society accepts
Approval of its statutes and the formation of its organs.
Each shareholder in the reorganised society, voted against
or not participating in a vote reorganization
societies, must receive the shares of each society, in
resulting of the separation, which provide the same rights, as the shares,
belonging to it in a reorganized society, proportional to the number
of its shares in this society. "
16. Article 19, paragraphs 2 and 3, should read:
" 2.
Director (supervisory board)form allocation of the general meeting
Shareholders of Society
highlighting, about order and conditions of selection, creating new company (societies), on converting the shares of the reorganized society to shares of of the public ( -created shares company among the shareholders of the reorganized society, syndication shares of the society being created by itself by the society
such conversion (distribution, acquisitions),
approval of the separation balance.
3. General Shareholders Meeting in the Allocation Form
societies accepts
highlighting, about order and about allocation conditions, to create a new
company (societies), on converting the shares of the reorganized society to
shares of of the public ( -created shares
company among shareholders of the society, syndication
Society's { \cs6\f1\cf6\lang1024
}Society
}and
such conversion (distribution, acquisitions),
approval of the separation balance.
The general meeting of each of the company
receives
bodies. If, in accordance with the reorg ,
the only shareholder will be
is a reorganized society, to approve the constitution
society and The formation of its organs is carried out by the general assembly
Theshareholders of the reorganized society.
If reorg in the selection form
allows conversion of shares in reorganized society in shares
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among shareholders of the public, every shareholder
reorganized society, voted against or no
voting on the issue of reorganizing the society,
get public of the
selections, providing the same rights as shares owned
it in the reorganized society, proportionally to the number of owned
his shares in this society. "
17. Article 20, paragraph 1, add to the following paragraph:
" Society of unanimous of all shareholders's to the right
to convert to a non-commercial partnership. "
18. Chapter after " Stocks, bonds, and
Other "to supplement the word" emission ".
19. In Article 25:
in paragraph 2 of the first sentence in the next revision:
" Society places common shares and is entitled to position one or more
several types of preferred shares. " ;
add the following to paragraph 3:
3. If the precedence of
acquisition of shares, sold by the stockholder of a closed society, at
overriding acquisition
additional shares, and consolidation of shares acquisition
shareable whole number of shares cannot, form shares
(fractional actions).
The fractional action provides the right to the owner
shares of the appropriate category (type), to the extent,
Thecorresponding part of the entire action that it makes.
For s for the general number
shareable fractional shares are summed.
In if results in a fractional number in
Society Stats shares
number.
Fractional shares are treated as whole shares. In
if one acquires and more than fractional shares one
categories (type), these shares form one whole and (or) fractional
equities equal to the sum of these fractional shares. "
20. In article 27:
Item 1 should be revised to read:
" 1. The Charter must be the number,
par value of shares acquired by shareholders (allocated
shares), , and the rights, provided by these shares. Purchased and
public shares, societies, law
ownership of which has passed to the
article 34 of this Federal Law, which is placed before
{ cancellation }
The number, nominal, can be defined by the company's Charter
.cost, (types) shares that have the right
place additional shares (declared stocks) and
rights, given by these shares. in in the bylaws
societies of these provisions are not entitled to place additional societies
shares.
hosted by society. " ;
in paragraph 2:
first paragraph after " s public shares,"
add with " changes,
reduce their number by the results of additional
shares, ";
in the paragraph 3 < replace with
"change", ", without the consent of the owners of these securities"
to be deleted.
21. Article 28 should read as follows:
" Article 28. Increase in the charter capital of the society
1. The company can be increased by
increase of the or stock price
additional shares.
2. The decision to increase the of the company's capital by
increase share cost is accepted by the general meeting
shareholders.
Decision about increasing of the company's capital by
hosting additional shares
or board (tip board)
society, if it is granted in accordance with the constitution of the society
the right to make such a decision.
Decision of the board of directors (supervisory board) of the society
increase of the company's capital by the location
additional actions taken by the board of directors (observatory
Members Members
(Supervisory Board) of the Society, does not account for votes
board members
(tipsociety.
3. Additional shares can only be posted by the public
within shares, of the charter
society.
Resolving the increase of the company's capital
shares can
path
can be sharedShareholders Meeting with Charter
company shares declared
compliance with this Federal Law for
solutions, or changes to the provisions for declared action.
4. By the decision to increase the charter capital of the company's capital by
hosting additional shares must be defined
hosted additional and privileged shares
stock of every type in the number of declared shares of this
category (type), location method, location price
shares, hosted by subscriptions, , or order
definitions, including the location or order of the definition
shares
prices with
preemption of allocated shares, form of payment
additional shares, hosted by subscription, and
may be defined differently.
5. Increasing of the company's capital by hosting
additional shares can
society. Increase of the company's charter capital by increasing
par value of shares only for property
society.
The amount by which the company's charter capital is increased
account
net worth of company's net assets and the share capital
reserve of the community.
shares
is distributed to all shareholders. At the same to each shareholder
shares in the same category (type), shares that
owned, proportionate to
shares. Increase in the charter capital of the society at the expense of its property
path shares in in
fractional actions are not allowed.
6. The company's charter capital increase by the
additional shares for a stock package
more 25 general shareholders
specified in matches with Russianacts
Federation o or municipality
<}
property, can run in
only in case, if with this increase, the percentage
State or municipal education. "
22. In article 29:
Item 1 should be revised to read:
" 1. Society to the Right, and in cases of the
The federal law has a duty to reduce its statutory capital.
Retired power may be reduced by reducing
par value of shares or a reduction in their total quantity, in
number buying shares in cases
Theprovided by this Federal Law.
Reduce company's share capital by buying and
redemption of shares is allowed, if is this
is part of the society charter.
Society does not have to reduce its charter capital, if
result of this reduction will be less than Minimal
size of the capital of the specified in
true Federal Law on the date of document submission for
state statutes
company, in cases where according to this Federal
the law has a duty to reduce its charter capital-on the date
State registration of the public. " ;
in 2 and to make appropriate changes to
tired of society " should be deleted.
23. Article 30 should read as follows:
" Article 30. Notification of reduction to creditors by creditors
Public Capital
1. Within 30 days from the decrease decision
its of the charter capital of the society is obliged to notify in writing
declines in the of the company's new
societies, in in the print edition,
to publish state registration data
legal entities, a message about the decision that has been made. In doing so, creditors
society within 30 days from the date they notify
or in current 30 days from the publish date of the accepted
to require early termination or execution
corresponding liabilities and damages to the community.
2. State registration of changes in in the constitution of
related to diminishing capital of society, implemented
if creditors notification in order,
Theset by this article. "
24. Article 31 should be added to paragraph 3 as follows:
3. Conversion of common shares to preferred shares,
bonds and other securities are not allowed. "
25. In Article 32:
in the first paragraph of 1
defined type of privileged shares in the public " delete;
in paragraph 2:
second and third paragraphs:
" If public law provides preferred shares
two and types, for of size
dividend, must be
order of precedence of the dividend for each of them, if the statute
societies have privileged shares of two and more types
Each of cost, -
precedence for the payment of the liquidation value for each of them.
The Charter of the society can be found to be unpaid or
not fully-paid dividend on preferred
given type defined by charter,
accumulates and are paid no later than
Charter (cumulative preferred shares). If by the statute
company such is not set, preferred shares
is not cumulative. " ;
paragraph 4, delete;
add a new paragraph 3 to read:
3. The society can can be converted
preferred shares of a specific type in ordinary shares or
preferred shares of other types on demand of shareholders -
owners or to convert all shares of this type to
defined by the society. In this case, the society's rule
time of the decision that is the base for
preferred shares, must be defined
order of their conversion, including number, category (type)
shares, to which they are converted, and other conversion conditions.
Modifying of the Articles of the Society
solution, for for to be converted
preferred shares, not allowed.
Converting preferred shares in bonds and other valuable
paper, for shares, is not allowed. Converting
preferred shares in common and preferred shares
Other types only in if
is provided by the constitution of the society, and also in the reorganisation of the society
according to this Federal Law. " ;
Paragraph 3 should be read as paragraph 4 and read as follows:
" 4. Shareholders -Owners of preferred shares participate in
General Shareholders Meeting with the
Reorganization and dismantling of society.
Shareholders- preferred shares
type acquires the general meeting
shareholders of changes and in in the bylaws
societies, restricting shareholders ' rights
-preferred shares of this type, including definitions, or
increase of the dividend of and (or) definitions or increases
salvage value for preferred shares
previous queue, , and giving to shareholders
preferred shares in the order of precedence
Dividend and/or scrap value of shares. Solution
making such changes and additions is considered accepted, for
given three fourth shareholders of }
owners of voting shares, to participate in the general meeting
shareholders, - - -
preferred shares, rights restricted, and three
quarters of all shareholders -owners of the privileged
shares of each type, rights for to limit
of the decision of the society is not set more
number of shareholders ' votes. " ;
paragraph 4 count with 5 and the first sentence of the paragraph
first after the words " shareholders meeting, to add
words "regardless of cause";
Paragraph 5 should be deleted.
26. In article 33:
name after "and other" with the word
"emission";
in paragraph 1:
The words "in accordance with its charter" should be deleted;
after "and other" add "emission";
in paragraph 2:
after "and other" add "emission";
add the following paragraph:
" Placement of bonds, shares in shares, , and
other Securities, in stock, in
be implemented by decision of general shareholders meeting or by solution
Societies
conforms to the company's permission
decision about on the bonds, convertible in stock, and other
missive securities that are convertible into stocks. " ;
in paragraph 3:
first sentence of the first paragraph delete;
in the paragraphs and seventh the word "Release" should be replaced with the word
'Location' (paragraph 12 is no more effective in replacing the word in
Paragraph Seventh, by the Federal Act of July 27, 2006.
N 138-FZ-Russian Federation Law Assembly, 2006, N
31, art. 3437);
In paragraphs 4 and 6, replace the word "release" with the word
'place';
in the first of the paragraph of the word to "condition"
replace the word "provide";
paragraph 4 after "and other" add the word "emission".
27. Article 34 should read as follows:
" Article 34. Payment of stocks and other emissive securities
societies when they are placed
1. Society's shares, distributed at its institution, must
be fully paid within a year public
registering a company if there is no contract expiration date
Create a society.
Not less than 50 percent of the company's shares,
agency, must be paid within three months from State registration of a society. Stock belonging to the community
before full payment, if otherwise
is part of the society charter.
In case of incomplete payment of shares within the term fixed by
paragraph of first paragraph, ownership shares,
the price of which to match the unpaid amount (value
property, not transferred to the payment of shares), is transitily to the company.
Theof the public can be punished
penalty (penalties, penalties for on pay
shares.
Shares, Ownership of which has passed to Society, not
grants voting rights, is not counted for vote count,
Dividend does not accrue. These shares must be implementedsociety
one year after acquisition of by society, in otherwise
society is required to accept to reduce its charter
capital. If a society in is reasonable will
decrement of its charter capital, body
state registration of legal others
state or local government bodies
right to present this federal requirement
The law has the right to demand that the society be eliminated.
Additional and Other Securities
societies, hosted by subscription, when they are hosted
full payment.
2. Payment of shares to be distributed to the founders of the society in the
institution, shares, hosted by
subscriptions, can be made by money, securities, others
Things or Property Other Other Rights
money estimate. Payment form of the company's public shares
defined by the society and additional
shares- about their location. Payment for other emission
securities can only be provided by money.
An can contain property restrictions,
Thewhich can be paid for the shares of the company.
3. Monetary estimate of in stock payment
The establishment of a society is made by agreement between the founders.
Optional shares non-cash
monetary valuation of property, made in stock, is produced
board of directors (supervisory board) of the society in accordance
with Article 77 of this Federal Law.
When payment shares non-cash for
The market value of such property should be independent
Aevaluator. The value of the property estimate,
founders of Society and Board of Directors (Supervisory Board)
societies, may be above measures
Anindependent evaluator. "
28. In article 35:
In the first paragraph of paragraph 1, replace "15" with "5";
add paragraph 2 as follows:
Realization of the company's shares
acquired for Employees
societies, bailed -forming
of the specified fund. " ;
in paragraph 3 of the word " Federal Commission on and
stock The Government of the Russian Federation " to replace
by the federal executive branch of the market
papers ";
Paragraph 6 should be redrafted to read:
" 6. If in the cases of paragraphs 4 and 5 of this
Articles, society will not take a decision on the to reduce
or liquidation creditorsright
require from early or runtime
liabilities and damages. In these
State registration of legal
other or local governments
which the requirement
federal law, has the right
Elimination of society. "
29. Title of Chapter IV after "and other" should be supplemented by the word
"emission".
30. Articles 36 to 42 should read as follows:
" Article 36. The Price of Public Equities
1. The payment of shares in the company's company produces it
founders at a price not lower than the nominal value of these shares.
Payment for additional public shares, to be hosted by
subscription, is implemented at the price, by the board of directors
community
true Federal laws,
cost. 2. The cost of placing additional shares in the company's shareholders
their { \cs6\f1\cf6\lang1024
} acquisition of shares
may be lower than the location price for another person, but not more than
percentage.
The size of the broker's reward, for the location in
additional shares Subscriptions, not
to exceed 10 percent of the stock price.
Article 37. Procedure for conversion to equities equities
societies
1. shares
society is being installed:
Society Charter - for the Converting Privileged
shares;
the release solution-with respect to the conversion of bonds and other,
with the exception of stocks, emissive securities.
Emplacement of shares in limits of declared
shares, required to convert in -hosted societies
convertible shares and Other of the Society's Securities
is only performed by this conversion.
2. and the order of shares
valuable Societies reorganizing
corresponding decisions and treaties according to this
Federal law.
Article 38. Price of emissive securities
1. Payment of the public of the Society, on the Hosted
by subscription, is implemented at a price determined by the board
directors ( board)
77 of the Federal Federal Act. this payment
emission shares in shares, hosted
through subscriptions, at the minimum price
the value of shares to which such securities are converted.
2. Price of the emplacement of securities, converted to
shares, public stakeholders in the implementation of the majority
acquisition of such can be below prices
locations for other persons, but not more than 10%.
The size of the broker's compensation for the participating in the location
emission securities through subscriptions, should not exceed
10% of the price of placement of these securities.
Article 39. Methods of public accommodation of shares and other
Community Securities
1. Society has the right to implement
shares and Other e subscriptions
conversion. In case of increasing the charter capital of the company for
account company should
additional shares by distributing them to shareholders.
2. The open company has the right to hold shares
emission shares of the company in shares,
through both open and closed subscriptions. Charter of Society
and legal Acts can
can be a closed subscription by open societies.
Closed society has the right to hold shares
emission shares of the company in shares,
through an open subscription or otherwise suggest
acquisitions unlimited.
3. Hosting shares of the company's public
convertible shares in subscriptions
only executed by general Shareholders Meeting
increase of the company's capital by the location
additional shares ( Securities
society, of the shares), accepted by the majority in three
fourth shareholders voting shareholders
taking part in the Shareholders Meeting, if need
more votes to adopt this decision not
Statutes of the Society.
4. Hosting with public subscriptions
stocks, of 25
common shares, only in general
Shareholders Meeting, accepted by a three-fourths majority
Shareholders voting shares
Shareholders Meeting if greater number
votes for of this does not
society.
Hosting Through
common shares of security
are converted to shares, which make up
percentage previously common shares
General Shareholders Meeting
most in three shareholders owners
voting shares participating in the Shareholders Meeting
if greater votes for to do this
Thesolution is not a public policy.
5. Community share of stocks and other emissive securities
company is implemented in with legal
Russian Federation.
Article 40. Securing Shareholders on Location
Shares and Missive Securities
convertible
1. public
acquisitions posted by Subscription
additional shares and stock securities, to be converted to
shares, in number, proportional to the number of owned shares
shares in this category (type).
Society shareholders, who voted against or
participation in voting on placement by closed
stock subscriptions and stock securities, convertible per share
have preferred acquisition of additional shares and
emission shares in shares, hosted
Closed Subscriptions, Quantity, proportional
the number of its shares in this category (type). Specified
right distributes to stock locations and other emissivity
securities, convertible in stock, by
closed subscription to shareholders only, if the shareholders
have the ability to purchase an entire number of hosted shares and other
emission securities, convertible shares, proportionally
the number of its shares in the appropriate category (type).
2. List of people who have permission priority
additional stock and stock securities,
shares, is based on the Shareholders ' Register data on date
Solution Locations
additional shares and stock securities, to be converted to
shares. To compile a list of people who have priority
purchasing additional shares
equities, nominal of shares
data about individuals for whom he owns shares.
Article 41. Order of precedence
Shares and Missive Securities
convertible
1. Faces, included in the list of those who have priority
right to purchase additional stock and emissive securities
convertible in public must be notified
true Federal law of precedence in order,
Federal
General Shareholders Meeting.
Notification must contain information about the number ofto be allocated
stocks and equities, convertible per share,
placement or order of placement pricing (in about
price or Order of Locations
Shareholders in the Company for of the preference
right acquisitions), on how the amount of security is defined,
which has the right to purchase every shareholder, expiry
precedence , may not be less than 45 days with
(delivery) or of the notification.
to the right to end for to position
additional stock and stock securities, to be converted to
shares, to people not on the priority list
right to purchase additional stock and emissive securities
convertible into stocks.
2. Person, of the priority of acquisition
additional shares and stock securities, to be converted to
shares, to the right or partially do
precedence in in writing
shares and Securities
equities and stock for purchased shares emission securities, convertible into stocks. Claim containing the name of the stockholder, specifying
residence (locations) and the number of items that they purchase
papers.
If the solution is the base for
additional shares and stock securities, to be converted to shares, provides payment for non-cash items,
preferred acquisition, right
it is up to you to pay them with money.
Article 42. Dividend payment procedure
1. Society has the right once in take the
(declare) to pay dividends on allocated shares, if otherwise
is not installed by this Federal Law.
Society owes shares
categories (type) of dividend. Dividends are paid by money,
cases provided for in the society's statutes-other property.
2. Dividends are paid from the of the company's profit.
Dividends preferred types of types can
paid out of special of this of funds
society.
3. The payment of the annual dividend, annual
dividend and form of his share payment of each category (type)
is hosted by the general Shareholders Meeting. Dividend annual size
can be more than recommended by
(Supervisory Board) of the Society.
4. The payment for of the annual dividend is defined by the charter
society or decision of general shareholders ' meeting on the payment of annual
dividends. If by the society by the general meeting
shareholders ' date of annual dividend is not defined,
> 60 days from the day of the decision on
Dividend Annual Dividend.
List of people who have permission to receive dividends,
is for the list of people
participate in the annual general meeting of shareholders. For composing
list of persons entitled to receive annual dividends, nominal
share holder represents data about the persons for whom it
owns shares. "
31. In article 43:
in paragraph 1:
The first paragraph to read:
" 1. Society has no right to make a decision (to declare) payment
dividend per share: ";
The fourth paragraph should read:
" if of the society decisionis
signs of insolvency of (bankruptcy) in matches
Russian Federation insolvency
(bankruptcy) or if the public in
dividend payout; ";
in paragraph 5:
after the word if you add " on the day of adoption
solutions ";
of the dividend payment replace the words " accept this.
solutions; ";
add the following paragraph to the sixth paragraph:
"otherwise provided by federal laws." ;
Item 2 should be revised to read:
" 2. Society has no right to make a decision (to declare) payment
dividend and preferred shares
dividend size undefined if no decision about
payment in full dividend (including full payment
all of the accumulated dividend on superprivileged
shares) for all types of preferred shares, dividend size
Theof which is defined by the constitution of the society. " ;
Paragraph 3 should be revised to read:
3. Society has no right to make a decision (to declare) payment
dividend preferred specific types
of the dividend by by the Society, if is not
decision to fully pay dividends (including full
pay for all cumulative dividend
preferred shares) for all types of preferred shares,
in for the order of to receive the dividend
before preferred shares of this type. " ;
add the following to paragraph 4:
" 4. Society does not have the right to pay declared dividends on
shares:
if Society
insolvency (bankruptcy) according to by law
Russian Federation of insolvency (bankruptcy) or if
these payments
dividend;
if the value of the company's net assets is less than
sum of its charter capital, of the contingency fund, and over
The nominal value of a society's by-laws in liquidation
the preferred shares or less
specified dividend payout;
in other cases provided for by federal laws.
society is obliged to pay shareholders a declared dividend. "
32. Article 44 should read as follows:
" Article 44. The Register of Shareholders of Society
1. The register of the shareholders of the company provides information about each
registered , and Categories (types)
recorded in the name of each registered person, other information,
The legal acts of the Russian Federation.
(Paragraph is lost in the Federal Act of 29
June 2015 N 210-FZ - The Russian Law
Federation, 2015, N 27, art. 4001)
(Paragraph is lost in the Federal Act of 29
June 2015 N 210-FZ - The Russian Law
Federation, 2015, N 27, art. 4001)
(Paragraph is lost in the Federal Act of 29
June 2015 N 210-FZ - The Russian Law
Federation, 2015, N 27, art. 4001)
(Paragraph is lost in the Federal Act of 29
June 2015 N 210-FZ - The Russian Law
Federation, 2015, N 27, art. 4001)
(Paragraph is lost in the Federal Act of 29
June 2015 N 210-FZ - The Russian Law
Federation, 2015, N 27, art. 4001)
33. (Paragraph 33 is no more effective under the Federal Act
June 29, 2015 N 210-FZ- Assembly of the Russian Law
Federation, 2015, N 27, art. 4001)
34. Article 47 should read as follows:
" Article 47. General Shareholders Meeting
1. The highest is the general assembly
shareholders.
Society owes the annual general meeting
shareholders.
The annual general Shareholders Meeting is held in
specified by the society, but not earlier than two months and later than six months after the end of the financial years. The annual general meeting of shareholders should address issues on electing the board of directors (supervisory board) of the society, audit (auditor) of the auditor's
societies, issues under Article 48 (1) (1)
true Federal laws, can also decide
questions, attributed to the general meeting of the shareholders.
Shareholders's Shareholders Meeting
emergency.
2. Additional to Federal
law requiring preparation, convening and sharing
Shareholders Meetings may be installed by the Federal body
Theexecutive branch of the security market.
3. Society, all voting of which belongs to
one shareholder, -related issues
General Shareholders Meeting, is accepted by this shareholder alone
and will issue in writing. this of this chapter,
Defining order and timing for preparation, convening, and general
meetings of shareholders, are not used, for exception of provisions,
The timing of the annual general meeting of shareholders. "
35. In article 48:
Item 1 should be revised to read:
" 1. The General Shareholders Meeting is responsible for:
1) making changes in or
Approval of the Society's Statute in a new edition;
2) Reorganizing a Society;
3) Elimination of the Society, Purpose of the Liquidation Commission and
assertion of the intermediate and of the final liquidation
balances;
4) The composition of of the Board of Directors
(supervisory board) of the society, election of its members and early
termination of their authority;
5) Definition of Quantity, Nominal Cost, Category
(types) of declared stocks and rights granted by these shares;
6) increase of the company's capital by increasing
nominal value of or by in additional
shares, if the society's statutes according to this Federal
law increases the company's capital by allocating
additional shares are not within the competence of the board of directors
(Supervisory Board) of Society;
7) Reduce the company's capital by reducing
par value of shares, by buying parts
shares in total count, and
redemption of stock purchased or purchased by society;
8) Education The Organ early
termination of his authority, if by the society of these
directors
(Supervisory Board) of Society;
9) election of the members of the Audit Commission (Audit) of Society and
early termination of their authority;
10) Approval of the public auditor;
11) annual accounts
reporting, in and Loss (s)
profits and losses) of society, as well as profit distribution, in
number (declaration) of the dividend, , and of the company
fiscal year results;
12) Definition of the general Shareholders Meeting;
13) electing members of the counting commission and early termination
their authority;
14) fragmentation and consolidation;
15) Accept Approval in Cases
Article 83 of this Federal Law;
16) Accept the approval of large deals in cases
Article 79 of this Federal Law;
17 acquisition of shares in in
provided by this Federal Law;
18) Accept the company's companies
financial-industry groups, associations and other associations
business organizations;
19 internal documents
Activity of the Organs of Society;
20 Other
Federal law. " ;
Paragraph 2 should be redrafted to read:
" 2. Issues, of the general meeting
shareholders, cannot be passed to
Theorgan of the society.
Issues falling within the scope of the general meeting of shareholders
can be passed to
( tip) Society, for
is provided by this Federal Act. "
36. In Article 49:
in paragraph 1:
in paragraph 3 of the word "and the society's charter" should be deleted;
2nd sentence of paragraph 4 delete;
in paragraph 2:
in the paragraph " or is not installed
greater number of shareholders 'votes' replace ' not set
other ";
in the second word "or the public bylaws" should be deleted
In 3 , replace "subparagraphs 2, 12 and 15 -20" with the words
"2, 6, and 14-19";
Item 4 should be revised to read:
" 4. Decision on in in subparagraphs 1 to 3, 5 and 17
1 48- of this Federal Law,
general meeting most in three votes
shareholders - of voting shares
general Shareholders Meeting. " ;
Paragraph 7, shall be deleted;
paragraph 8 read second
offering for the following content: " This statement can be
filed in court within six months from the day, when the shareholder learned
or should have learned about the decision. "
37. Article 50 should read as follows:
" Article 50. General Shareholders Meeting in the Form of Correspondence
voting
1. Shareholders ' general meeting can be made without
meeting ( Shareholders's
discussion on the agenda and how to make decisions about issues
put to the vote) by means of an absent-voting ballot.
2. General Shareholders Meeting whose agenda includes
questions about electing board (tip )
company, audit (auditor) of the public, approval
auditor, and issues of paragraph 11
1 Federal
to be conducted in the form of absent-distance voting. "
38. In Article 51:
throughout the text of the word " list of shareholders entitled
to participate in the General Shareholders Meeting " in related paedages
replace
people withShareholder Meeting " in the appropriate paedages (paragraph has lost
with parts of in the paragraph 1 Articles 51 to
The basis of the Federal Law of 21 December 2013 N 379-FZ
Law Assembly of the Russian Federation, 2013, N 51, st.
6699); (Paragraph will cease to be valid as of July 1, 2016 in parts 3 and 5
on of the Federal Act of June 29, 2015. N 210-FZ-
Russian legislation meeting, 2015, N 27,
4001)
in paragraph 1:
in paragraph 1:
words " date, by Directors
exclude;
add the following sentence: " If
in the special permission to participate
Russian Federation Subjects Russian or
municipal education in
("golden share"), in this list includes
Russian Federation Subjects Russian or
municipal education. " ;
The second paragraph should read:
" Date of the list of persons entitled to participate in the general
shareholders ' meeting, cannot be set earlier than the commit date
the general meeting of shareholders and more than for 50
days, a in the case of of article 53, paragraph 2, of the present
Federal Law, -more than 65 days to days
General Shareholders Meeting. " ;
paragraphs 3 and 4 should be redrafted to read:
3. List of people who have the right to participation in the general meeting
shareholders, contains (name) every of this
data, required for its identification, quantity data
category (type) shares, the voting rights
postal address in the Russian Federation
General Shareholders Meeting
votes for votes in the case, if voting implies
heading for the votes, and
vote. (Paragraph will lose [ [ force]] from July 1, 2016
Federal Law of June 2015 N 210-FZ - Collection
Laws of the Russian Federation, 2015, N 27, art. 4001)
4. in the general meeting
shareholders, provided by the community for
request of persons included in this list and having at least
1 percent of votes. With this document and e-mail address
individuals, included in this list are provided only with
consent.
On request of any interested person, society during
three days must provide him with a list of individuals
right to participate in the general Shareholders Meeting, containing information about
this person, or help about that it is not included in faces list
eligible to participate in the general Shareholders Meeting. "
39. Articles 52 to 55, amend to read:
Article 52. General Meeting Information
Shareholders
1. The general meeting of shareholders should
to be made within 20 days, a message
General Shareholders Meeting whose agenda contains the question
community reorganization, -no later than 30 days until
.
Federal Law, Message on holding an extraordinary general
shareholders ' meeting must be done no later than 50 days
before the date it is held.
of the meeting
shareholders must be directed to every person in the list
persons entitled to participate in the general meeting of shareholders, registered
letter, other
direction of this message in writing, or given to everyone
of specified persons, or if provided by statute
societies, published in the public public
Aprinted publication that is defined by the society charter.
Society has the right to further inform shareholders of
General Shareholders Meeting Through Other Mass Media
information (TV, radio).
2. In the general meeting of shareholders should
be specified:
the company's full name and location
company;
The general meeting of the shareholders meeting ( or
absenter voting);
date, location, time of the Shareholders Meeting and in
when according to 60
Federal Completed can be sent
society, address,
filled Bulletins, or in General Meeting
Shareholders in form of a vote end
votes for and the postal address,
populated newsletters;
Date the list of persons entitled to participate in the generallist
Shareholders Meeting;
General Shareholders Meeting agenda;
order of information about to be read
providing for preparing for the general meeting
shareholders and address (es) for which you can view it.
3. To information (materials) to be provided to persons
the right participation in in the general meeting
preparing for the general meeting of the company
includes annual accounting, including conclusion
auditor, audit certificate of the board (auditor)
annual accounting test results,
(candidates) executive executive
Directors (Supervisory Board) Society, Audit Commission
(auditors) of society, Commission of Society, Change Project, and
contributions to the tired society or the draft of the society's charter in
new revision, internal documents of the society, projects
General Shareholders Meeting Solutions and Information (Materials)
Theconstitution of the society.
List of additional information (materials), required
to grant people eligible to participate in the general meeting
shareholders in preparation for general Shareholders Meeting
may be installed by the federal executive branch
securities market.
Information (materials) of this article, in
20 days, , if you are holding a Shareholders Meeting,
agenda of which contains the question of community reorganization, in
30 days before general Shareholders Meeting
be available to the permission to participate in the general meeting
Shareholders, for the Organ's
company and other locations in themessage
general Shareholders Meeting. Specified information
(materials) must be accessible to persons participating in the general
Shareholder Meeting, at the time of the meeting.
Society is required by a person entitled to participate
in the general Shareholders Meeting, provide
documents. The payment, by the Society for Data Provisioning
copies cannot exceed the cost of making them.
4. In if registered in the Shareholder Registry
society is the nominal holder of shares,
general Shareholders Meeting
nominal share holder, if on the list of persons
participating in the Shareholders Meeting, no other e-mail address specified on which should send shared Shareholders Meeting. In the case of if the message is public shareholders ' meeting sent to shares,
owed to to its clients in order and time,
set by legal Federation or
contract with client.
Article 53. Proposals in the agenda of the General Assembly
Shareholders
1. Shareholders (Shareholders)
not less than 2 percent of public voting shares, has the right to make
questions in on the annual meeting of the Shareholders Meeting
make (Supervisory Board)
company, executive body, audit commission
(auditors) and the company's number cannot
exceeding the quantity of the relevant body,
Thecandidate for the sole executive body.
suggestions should go to society not later
days after the end of the fiscal year, if the Society's Statutes
Theis set to a later date.
2. In the case, if of the agenda
general meeting of shareholders contains
board of directors (board of directors) to
to be elected by by voting, shareholders (Shareholder)
societies
% of voting shares, has the right to suggest candidates
for election to the Board of Directors (Supervisory Board)
number of which is not greater than size tip
(board of the board) of the company. Such suggestions
must go to the community 30 days before
extraordinary general meeting of shareholders, if the statute
society is not set to a later date.
3. agenda
Shareholders Meeting and Proposal for Candidates
in written form with the name (s) of the submitting
shareholders (Shareholders), and (type)
and must be signed by shareholders
(shareholder).
4. agenda
meeting shareholders must contain each proposed question, and proposal for candidates-name each proposed candidate, name of authority, for election it is offered, o , internal documents or in the public. General Meeting agenda
shareholders can contain each
proposed question.
5. Board of Directors (Supervisory board) of the Society
consider received suggestions and decide on inclusion
them in the general meeting of the
include in given later than five days after
end of time, set by paragraphs 1 and 2 of this article.
Issue proposed by shareholders (shareholder) to be included in
Shareholders Meeting Shareholders, -nominated
candidates to be included in the list of candidates for voting
elections to the appropriate public body, except
if:
shareholders (stockholder) not s s set
paragraphs 1 and 2 of this article;
shareholders (shareholder) are not the owners of
1 and of the shares
company;
clause does not match requirements
paragraphs 3 and 4 of this article;
question, proposed for in General
Shareholders Meetings, do not fall within its purview and (or)
not complies with the requirements of this Federal Law and other
legal acts of the Russian Federation.
6. The rationale for the decision of the board of directors (observant
advice to the public about the inclusion of the question in
agenda general meeting of the general meeting
candidates for voting on in the appropriate body
company is sent to the shareholders (shareholders), , or
Nominated candidate, no later than three days from the date of its adoption.
Decision of the board of directors (supervisory board) of the society
shareholders or for the list of candidates for voting
elections to the appropriate organ of the society, and collision of the council
directors of (board of the company's decision
can be appealed to a court.
7.
The Board of Directors (Supervisory Board) is not entitledmake changes in in questions for
included in the agenda of the Shareholders Meeting and Language
solutions to these issues.
In addition to questions, suggested include in the agenda
Shareholders ' Shareholders Meeting, as well as in the absence of
these suggestions, no or insufficient quantity
candidates, Proposed for Education
corresponding body, directors (supervisory board)
societies may include in the agenda of the general meeting of shareholders
questions or candidates on the list of candidates as they see fit.
Article 54. Preparing to hold a public meeting
Shareholders
1. When preparing for the general Shareholders Meeting
Board of Directors (Supervisory Board) of Society determines:
The general meeting of the Shareholders Meeting
(meeting orabsenter voting);
date, location, time of the Shareholders Meeting and in
case, when in matches with 3 in Article 60
Federal Law s Filled can be
society, address,
completed newsletters, or in the meeting's general meeting
shareholders in the vote of the end of the receive vote
votes and postal address,
populated newsletters;
date to list people who have the right to participate in general
Shareholders Meeting;
General Shareholders Meeting agenda
meeting order
shareholders;
list of (material) information provided to shareholders
in preparing for general Shareholders Meeting, , and Order
providing it;
voting form and voting text in voting
Bulletins.
2. The annual general meeting of shareholders should
be required included questions about electing a Board of Directors
(Supervisory Board) of the Society, of the Audit Board (Auditor)
societies, societies audit assertion
1 1
Federal law.
Article 55. Extraordinary General Shareholders Meeting
1. The general Shareholders Meeting
its initiative, of the audit requirement
Commission (Auditor), Society Auditor, and Shareholders
, owners not less 10 percent
voting shares of the company at the time of the presentation of the claim.
Convocation of an extraordinary general shareholders meeting on demand
audit commission (auditor) of the company, of the community
shareholders (shareholder) owners not less than 10
percentage of the public shares
directors (supervisory board) of the society.
2. An External Shareholders Meeting to
request of the audit of the society, of the auditor
company or shareholders (shareholder) owners
less than percent of the company's public shares, must be
held within 40 days of
holding an extraordinary general meeting of shareholders.
If the proposed agenda for an extraordinary general meeting
contains the election of the board members
(Supervisory Board) of the Society, to be elected by
Cumulative voting, general Shareholder Meeting
must be held within 70 days of view
request about to hold an extraordinary general Shareholders Meeting,
if a shorter period is not provided for in the society's statutes.
3. matches 68-70
true Federal board of directors (observatory
advice) is obliged to take a decision on holding an extraordinary
General Shareholders Meeting, Such a Shareholders Meeting should
be completed within 40 days of decision about
The board of ( board)
if a shorter period is not provided for in the society's statutes.
In cases, when Federal
board of (board of board of directors)
accept general meeting
for election of board members (observatory
advice) societies, should be cumulative
voting, such a general meeting of shareholders must be held
within 70 days since of
(Supervisory Board) of the Society, if more
An early date is not provided for by the constitution of the society.
4. of the special general meeting
shareholders must have questions, to be introduced
Thein of the meeting day. In an emergency request
general Shareholders Meeting may contain solutions
for each of these questions, as well as a proposal for the form of the
General Shareholders Meeting. If if
early general Shareholders Meeting contains a proposal candidates, this clause is distributed corresponding provisions of Article 53 of this Federal Law. Board of Directors ( board to the right
make changes in in on the agenda
and Proposed
Proposedgeneral meeting general general meeting
convened by the request of the Audit Board of the Society,
or of the company (shareholder)
owners of at least 10% of voting shares in the society.
5. In if requires to call an extraordinary general
shareholders ' meeting is coming from shareholders (shareholders), it
containing (name) of shareholders (shareholder)
convening such a meeting, and specifying count, (type)
shares owned by them.
Requirement to convene an extraordinary general Shareholders Meeting
signs by the (person) requiring of the extraordinary
General Shareholders Meeting.
6. days requirements
audit commission (auditor) of the company, of the community
shareholders (shareholder) owners not less than 10
% of voting shares, calling extraordinary general
meeting shareholders
boardsociety should decide to hold an extraordinary general
shareholders ' meetings or rejection.
The Meeting's Special Meeting
Shareholders on the request of the Audit Commission (Auditor) of the Society,
or of the company (shareholder)
less than 10 percent of public voting,
can be accepted if:
does not comply with order
requiring to call the special meeting
shareholders; shareholders (shareholder, requiring the extraordinary general shareholders, are owners
paragraph 1 of this article of voting shares of the society;
none of the items proposed for the agenda
extraordinary of the general Shareholders Meeting
and (or) does not match
Federal Act and other legal acts of the Russian Federation.
7. Decision of the board of directors (supervisory board) of the society
o convening extraordinary general meeting of the Shareholders Meeting
Thereasoned decision about the denial of its convocation is addressed to persons
requiring it to be convened, no later than days
such a solution.
(Paragraph 60 has lost on the Federal
Law of 19 July 2009 N 205-FZ-Legislation Collection
Russian Federation, 2009, N 29, Art. 3642)
8. In if in
Federal (observatory
The society has not been decided to convene an extraordinary generalshareholders ' meeting or decision about in it
extraordinary general meeting of shareholders can be convened by bodies
and persons requiring its convening. In so doing, the authorities and persons contemplating
early general shareholders meeting, have the
true federal law required for a convocation
and the holding of a general meeting of shareholders.
In this general
Shareholders Meetings may be reimbursed by General Meeting
Shareholders at the expense of the community. "
40. In Article 56:
in paragraph 1:
suggestions (observatory
public council) delete;
add the following paragraph:
" In the Society, of the Shareholder Register of whom is
registrar, can be asked to perform the functions of an even
commission. In a society with the number of shareholders- voting owners
Theshares in more than 500 functions of the counter commission are performed by the registrar. " ;
Paragraph 3 should be revised to read:
3. If the term of the counting commission has expired or
the number of its members has become less than three, and in the appearance for
performance of duties of less than three members of the counting board
for implementing the commission's can
registrar. " ;
paragraph 4 after
" checks authority and logs s in general
Shareholder Meeting. "
41. In article 57, paragraph 2:
after the words "date of the list" to add to
eligible to participate in the General Shareholders Meeting, "; words " to the list of shareholders that have the right to participate in in general Shareholders Meeting, "replace" with this list. 42. Article 58 should read as follows:
" Article 58. Quorum of the Shareholders Meeting 1. General Shareholders Meeting is entitled to have a quorum, if in was attended by shareholders, with more than half of Hosted voting shares in the society. The Shareholders Meeting are
shareholders, registered to participate in it, , and shareholders,
newsletters that were received no later than two days before the date
General Shareholders Meeting. The Meeting
shareholders, in the form of the [ [ absent-voting]], count
shareholders whose Bulletins received before
newsletters.
2. If the Shareholders Meeting includes
questions, Vote
voting, for the of this
questions are implemented separately. However, there is no quorum for
deciding on issues that are voted on
one voting composition does not prevent from taking a decision on
questions, voting by which other
voters for whose quorum is present.
3. no of of the general
meeting of shareholders must be reshared
shareholders with the same agenda . no quorum for
extraordinary general meeting of the Shareholders Meeting
repeated Shareholders Meeting with
days.
Re-general Shareholders Meeting is entitled to quorum,
if shareholders attended, with no { \cs6\f1\cf6\lang1024
}
less than 30 percent of the voting shares
society. The company's statutes with the number of shareholders more than 500,000
may have a lower quorum of for to repeat
General Shareholders Meeting.
Shareholders Meeting message
is implemented in with the requirements of Article 52 of this
Federal law. At this point, the paragraph of paragraph
Article 52 of this Federal Act does not apply. In Control,
and publish votes for
re of the Shareholders Meeting takes place in
compliance with requirements Federal
law.
4. When holding a second general meeting of shareholders less
40 days after the failed Shareholders Meeting
faces Shareholder Meeting
specified in matches with lists of the right
participating in a failed Shareholders Meeting. "
43. 59 of the Cumulative
votes on election of directors (observatory
advice) societies, and other cases
words ' cumulative voting in
envisaged. "
44. Article 60 should read as follows:
" Article 60. Ballot Newsletter
1. The agenda of the Meeting
shareholders can implement ballot papers.
Voting on Meeting of the Meeting
Societies with number of voting shareholders
shares more than 100, and voting on
common Shareholders Meeting in in the form
votes are only implemented by ballot papers.
2. The ballot for the vote must be presented under the painting
every person listed in the list of people who have the right to participate in
general Shareholders ( representative)
registered to participate in the general meeting of the shareholders
exception
Theitem.
In the Correspondenceform
voting and carrying out public Shareholders Meeting
number of shareholders -owners of voting shares of 1000 or more, a
also other company whose bylaws are required
(delivery) of the before the general meeting
shareholders, a ballot paper should be or
is written to every person listed in the list of
right to participate in Shareholders Meeting, not later than 20
days before a general meeting of shareholders.
The ballot paper is executed by
writing, if other
to send ballot papers to vote.
By the Charter of the company More than 500 thousand shareholders can
be in
votes in accessible to all public stakeholders printed publication that is defined by the society charter. 3. General Shareholders Meeting except
common Shareholders Meeting in in the form
votes, in Societies direction (delivery)
newsletters or their publication according to 2
true article, persons included in the list of eligible persons
participate in the general Shareholders Meeting ( representatives), to the right
accept participation in or send filled
Bulletins to Society. In this case, when determining the quorum and action
results votes counting votes, the ballot papers
to be voted by the community at least two days before
the date of the general Shareholders Meeting.
4. The ballot paper shall specify:
the company's full name and location
company;
The general meeting of the shareholders meeting ( or
absenter voting);
date, location, time of the Shareholders Meeting and in
case, when with
filled newsletters can be sent to the community, mail
address to which filled profiles can be sent or in
case of the general meeting in the form of the absenters
voting and
mail address, to which should be forwarded
Bulletins;
for each question (name of each
candidate), voting to which is given
Bulletins;
voting options on on the agenda
expressed in favour, against, or no.
that the Bulletin for the vote should be
was signed by a shareholder.
If you are implementing a cumulative vote, the ballot for
voting should include an indication of this and an explanation of the substance
cumulative vote. "
45. In article 62:
name after "Protocol" to add to " and
report ";
Item 1 to add the content of the content:
" voting results is no later than 15 days
after closing the Shareholders Meeting or Receive End Date
bulletins general meeting of the form in
absent-distance voting. " ;
Item 4 should be revised to read:
" 4. The decisions, of the general Shareholders Meeting, and
votes are read out at the Shareholders Meeting, during
which was voted on, , or reported no later than 10 days
after report writing results in report form
votes before faces list
right to participate in the Shareholders Meeting, in the order
foreseen for meeting of the Meeting
shareholders. "
46. In the first paragraph of article 64, paragraph 1, the word "exceptional"
to be deleted.
47. Article 65 should read as follows:
" Article 65. Competence of the Board of Directors (observatory)
board)
1. The board of directors (supervisory board)
society is part of the overall of the activity
company, except for items classified by this Federal
Theact of the competence of the General Shareholders Meeting.
The Board of
societies include:
1) define priority areas for the community;
2 reconvening annual and extraordinary general shareholders meetings
with
true Federal Law;
3) approval of the agenda of the Shareholders Meeting;
4) determine the date on which the list of persons has a right
participate in the General Shareholders Meeting, and other issues categorized as
competence of the board of directors (supervisory board)
compliance with the provisions of Chapter VII of this Federal Law
and related to the preparation and holding of a general Shareholders Meeting;
5) increase of the company's capital by hosting
society of additional shares within
and categories(types) of declared stocks, if the society's constitution is in line with
this Federal Law is within its competence;
6) the company's and other emissionbonds
papers in the cases provided by this Federal Law;
7 Definition of (money estimate) properties, prices
locations and buying Cases
provided by this Federal Law;
8) Syndication of Hosted Shares, Bonds, and Other
valuable in cases Federal
law;
9 and early
termination of his authority, if the society's constitution is
competencies;
10) recommendations on the size of the members of the audit
Commission (auditor) and compensation
Auditor's fees for an auditor's fees
11) recommendations on the size of the dividend per share and order
payments;
12) use of the reserve fund and other public funds;
13) Approval of internal documents of the public, except
internal documents,
Federal Act to the General of the Shareholders Meeting
Other inner societies
attributed to the Society
company;
14) Create branch offices and open representative offices;
15) approval for large transactions in cases provided by chapter
X of this Federal Law;
16) approval deals,
Chapter XIFederal Law;
17) Company
, as well as termination of contract with it;
18) Other questions, Federal
The law and the society's statutes.
2. Questions, assigned of the board of directors
societies
solution to the executive organ of the society. "
48. In article 66:
First paragraph 1, amend to read:
" 1. Members of the Board of Directors (Supervisory Board)
common Shareholders meeting in order, provided true Federal by law
next annual General Shareholders Meeting. If the annual general
shareholders meeting timelines, set
1 47 of this Federal Law, authority
board (supervisory board) ends,
with
annual general meeting of shareholders. " ;
Item 2 should be revised to read:
" 2. Member of the board of directors (supervisory board) of the society
may only the physical person.
Director
society.
Members of the public executive body of the society may not
make more one members
The(supervisory board) of the company. Function
single of the executive may not be at the same time
President (tip board
society. " ;
in the paragraph of 3 the word and
" common and other exclude;
in paragraph 4:
in paragraph 1:
Replace the word "ordinary" with the word "voting";
Replace "less than one thousand" with "1000 or less";
The second paragraph should read:
" Cumulative voting of the votes
each shareholder, multiplied by the number of
elected in (Supervisory board)
Theshareholder has the right to cast votes entirely for
one or distribute between and
candidates. "
49. In article 68:
In paragraph 1, the third sentence should read:
' Charter or internal can be
can be considered when determining and
votes of the board member's written vote
( tip) of the company in the meeting
(Supervisory Board)
agendas of the day, also the option for
Directors
voting. " ;
in paragraph 2:
in the second clause <
society's society emergency (extraordinary) general collection " replace with
" the quantity, of the specified quorum, directors
(Supervisory Board) society is obliged to take a decision to conduct
extraordinary general meeting ";
in the third sentence of the word "extraordinary (extraordinary)"
be replaced by 'extraordinary';
in paragraph 3:
in the paragraph of the word Replace with
Societies members
attending the meeting ";
The second paragraph should read:
" Passing the Member of the board
(supervisory board) to another person, including
Societies board
is allowed. " ;
Replace "10" with "three" in paragraph 4.
50. In article 69:
in paragraph 1:
The first paragraph to read:
" 1. Leadership of current activities of " society is being implemented
one-person by the (Director,
general director) or thebody
company (Director, director general) and
The executive of the society (board, of the directorate). Executive authorities are accountable to the board of directors (observatory board of the company) and the general meeting of shareholders. " ; in the paragraph of the < < replace with "collegial body"; The third paragraph should read:
" By decision of the General Shareholders Meeting Single Meeting
business organization (control or
individual entrepreneor (manager). Transfer decision
powers of the Single Executive Body of the Society of Governor
organization or manager is accepted by the general Shareholders Meeting
tip (supervisory board)
society. " ;
In paragraph 2, the word "exclusive" should be deleted;
First paragraph 3 should read:
3. The of the public and early
their terms of reference are terminated by a general meeting
shareholders, if the society's rules do not address these issues
for
(tip boardsociety. " ;
Item 4 should be revised to read:
" 4. General Shareholders Meeting if Executive Education
< < of the board
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} Society{ \cs6\f1\cf6\lang1024
}
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}
make a decision about early Single
executive of the company (CEO,
director), members of the public board
(board, management). The general Shareholder Meeting has the right to any
time to accept pre-term permissions
Themanagement organization or control.
In the case, if
Charter to the Board of Directors (observatory)
board of the board, to the right any time to accept
Early Termination of Single Execution
of the company (CEO, director), members
collegiation of the body of
management) and the formation of new executive bodies. If
is implemented by the general Shareholders Meeting, by the Society's can
eligibility for board (supervisory board)
society to decide to suspend the sole authority
executive of the company (CEO,
director). The Charter of the society may provide for the right of the council
( board board
suspensions of the organization's control or
control. Concurrently with the decisions of the Board of Directors
(Supervisory board)
Education of the Temporary Single Executive Organ of Society
(director, of the CEO) and of the Extraordinary
Shareholders Meeting for early
termination of the authority of the sole executive organ of a society
(Director, Director General or of the Control Organization
(Managing) and Education of the New Single Executive
company body (director, director general) or transfer
powers of the sole executive organ of a society (director,
TheCEO) of the management organization or control.
If
shared by the and shareholders
executive body (director, CEO) or
organization (control) can
responsibilities, Board
Societyright to accept single-person
executive body (director, CEO)
and about holding an extraordinary general meeting of shareholders for a solution
Single Termination
Singleexecutive body (director, CEO)
or control organization (control) and education new
executive of
Single Executive Control
organization or control.
All paragraphs in the third and fourth paragraphs of this
decisions are taken by most in three quarters of the members
Board of Directors (Supervisory Board)
directors
The
(Supervisory Board) of the Society.
The organs
guide current public activities in
executive societies, if temporarily
Theexecutive organs of society are not limited by the constitution of society. "
51. In Article 70:
in 1
<>
(supervisory board) of society "replace" with "approved"
General Shareholders Meeting ";
Item 2 should be revised to read:
" 2. Quorum for meeting of the meeting
executive body (board, management) is defined
Charter or Internal
make at least half of the number of selected members of the collegiate
executive body (board, of the directorate). In
if membersof the body
company (management, management) becomes less than
specified quorum, board of directors (observable
Council of Society is obliged to make the Education
collegiation of the body of
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}
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}
{
for election of the public body's executive body
(management, directorates) or, if in accordance with the Society's Statute
this has
executive body of the society (board, management).
At the meeting of the public of the public body
(management, management) is logged. Meeting Minutes
collegiation of the body of
managementis provided to board members (observatory
advice) societies, audit (auditor) of the Society
Theauditor of the society at their request.
Hosting Organ of
(Management, Directorate) organizes the person
function of the Single of the Society (Director,
Director-General), who signs all documents from
company and executive
company body (board, management), acted without power of attorney
from the society to with of the peer
executive body (board, directorates) accepted in
Thelimits of its competence.
Submitting Member of the
Executiveof the company (management, of the directorate) other person, including
other member of of the community
(management, management) is not allowed. "
52. In Article 71:
in 1 and 2 of the word "and (or)" should be replaced with the words ", temporarily
single executive, ";
add the following to paragraph 6:
" 6. State or municipal representatives in
Open Society
Board
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}
members
society. "
53. In article 72:
in paragraph 2:
The first paragraph to read:
" 2. Society, if is provided for by the Charter, to the right
buy shares for the meeting
Shareholders or (observatory
advice) societies if in in accordance with the Society's Statute
( board law
to make this decision. " ;
in the second word " Board of Directors (Supervisory Board)
read Society;
paragraph 2, second paragraph, amend to read:
" Shares acquired by Society in with item 2
true article, do not grant voting rights, they are not counted
In the count of votes, does not accrue dividends. Such shares
must be implemented by their market value no later than
The syndicationyears of the dates. Otherwise, general meeting
shareholders must decide to reduce the authorized capital
society by repaying the listed shares. " ;
in the third clause of the paragraph of the word
"ordinary " delete;
Paragraph 6 should be deleted.
54. In article 74:
in paragraph 1:
in the paragraph of the word "declared public shares" replace
words " hosted and declared public
category (type) ";
paragraph 2, delete;
in paragraph 2 of the word "stated public shares" to be replaced by the words
" hosted and declared public shares in the appropriate category
(type). "
55. In article 75:
in second paragraph 1:
replace the word "committed" with the words "validation";
Replace "article 89" with "s 79";
Replace "or commit" with "or approval";
in paragraph 2 of the phrase "the list of the public stakeholders" should be replaced by the words
'list of faces';
Paragraph 3 should be revised to read:
3. The price of the company is carried out at the price determined by
(Supervisory Board)
directors, but not lessmarket value must be determined by
without ,
entailed the right to assess and buy out shares. "
56. In article 76:
In paragraph 2, second sentence, delete;
in the paragraph 6 clause
next revision: " These stocks must be implemented
market value not later one from the date of their purchase; in
otherwise, the general shareholders meeting should take the decision
to reduce the authorized capital of a society by repaying specified
shares. "
57. In article 77: The
paragraphs 1 and 2 should be redrafted to read:
" 1. In cases, when in accordance with this Federal
law of price (monetary valuation) of property, and the price of accommodation
or prices of the public's stock
decision of the board (supervisory board) of the society, they
must be determined based on their market value.
If the person is interested in committing one or more
deals, at the price (monetary evaluation) of property is defined
( board directors
Board of Directors
(monetary evaluation of) property is determined by membersof the board
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}
the transaction. In a society with a number of shareholders 1,000 and more price (money estimate) of property is determined by independent directors, not interested in the transaction. 2. The market property of the property can An independent appraiser has been engaged. Estimating an independent evaluator is required
shareholders
shares in accordance with article 76 of this Federal Law
and in other cases Federal
law.
prices for prices prices
purchases or and the price of suggestions
publishes in print, estimation
of an independent evaluatorneed not, for to determine the market value of such valuable
paper should be taken into account this purchase price or Price
supply and demand price. " ;
in paragraph 3:
paragraphs 1, 2, 4, and 5, delete;
third paragraph after "In the case, if the owner" add
with "more than 2% voting".
58. Articles 78 to 81 should read as follows:
" Article 78. Big deal
1. A major transaction is a transaction (including loan, credit,
collateral, surety) or several transactions
related to acquisition, alienation or alienation
company or indirectly property,
makes 25 and more percent of the asset value
society, defined by his accounting records
last reporting date, excluding deals, in
process average of the society, transactions
related with to publish subscriptions (implementation)
common shares and related transactions
emission shares shares
society. The society Other
transactions
deals with major transactions, provided
true Federal Law.
In the case of , the alienation of or the possibility of the alienation
assets with the book value of of the company are mapped
cost of such property, defined by accounting
accounting, and in case of acquisition, the purchase price.
2. For , the Board of Directors (Supervisory Board)
company and general Shareholders Meeting of the major
Price of the or property of the property (services)
is determined by the board of directors (supervisory board) of the society in
compliance with article 77 of this Federal Law.
Article 79. Order of Large Transaction Approval
1. The big deal must be approved by the board
(Supervisory Board) or Shareholders Meeting
matches to this article.
2. The object of the deal
property, cost 25 to 50
% of the book value of the company's assets, accepted by all
members
unanimously, does not take into account the votes of the outgoing members
directors (supervisory board) of the society.
In the case of if the board of directors (observatoryis unanimous
)advice) big
achieved, by decision of the Board of Directors (observatory )
about the approval of a large deal can be raised in
the general meeting of the shareholders.
the major transaction is accepted by the general Shareholders Meeting
majority of shareholders - voting shareholders
participating in the general Shareholders Meeting.
3. The object of the deal
property, cost
% of the book value of the company's assets, common
shareholders most in three votes
Shareholders voting shares
general Shareholders Meeting.
4. The decision to approve a large transaction should be specified
(faces) it is (parties)
beneficiary (beneficiaries), price, item of the deal
and its other essential conditions.
5. In , if the deal is
deal that has an interest in order
it applies only XI
Federal law.
6. Large deal, with Requirements
true articles, can be recognised to be invalid
company or shareholder.
7. The s
applies to societiesmade up of one shareholder,
function of the sole executive body.
(Paragraphs 15-20
58lost force on the basis of the Federal Act of January 5, 2006.
N 7-FZ-Collection of Russian legislation, 2006, N 2,
172)
Article 81. Engage in a public transaction
1. Transactions (including loan, credit, bail, surety), in
The board
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}
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}
{ \cs6\f1\cf6\lang1024
function of the sole executive organ of society, including
organization or of the member
The executive of the company of the
with afphered and
voting public Also the person who has the right to give
society is mandatory for it, societies are committed in
matches the provisions of this chapter.
These are recognized by for
society of deal in cases, if they, their spouses, parents, children,
one-half and nonstandard siblings, adopters
adopted and (or) their affiliated faces:
is a party, a beneficiary, broker
representative in the transaction;
owns (individually or collectively) 20 and more
% (shares, pans) of the legal of the person,
party, a beneficiary, broker or representative in
transaction;
holds the positions in of the person's legal
a party, the beneficiary, broker
in a deal, and
control organization of this legal entity;
in other cases defined by the society's statutes.
2. The provisions of this chapter do not apply:
to societies from of one of the company,
performs single
organ;
to transactions, in which all shareholders are interested
company;
in the priority of acquisition
shares hosted by society;
when purchasing and redemption of the hosted shares;
in the form of the merge of the form
societies, if another society, in the merge
(attach), is more than three quarters of all voters
shares in a reorganized society. "
59. Article 83 should read as follows:
" Article 83. Order of approval of the transaction in which
has an interest
1. A deal, in in the commission of which has an interest,
must approve before by
(supervisory board) of the company or general meeting of shareholders in
matches to this article.
2. The company the number of voting owners
shares 1000 and less approve in committing
which has an interest, accepted by the board of directors
(supervisory board) of the company by majority of directors
not 's committing it. If count
non-interested directors < less
Meetings
(supervisory tip) society,
must be accepted by the Shareholders Meeting
Thereferred to in paragraph 4 of this article.
3. The company the number of voting owners
shares in more than 1000 decision to approve a dealin which
interest,
(supervisory board) majority of independent
directors who are not interested in it. If all
Societies
members
s (or)
independent directors, deals can be approved by
shareholders ' meeting accepted in the order,
Paragraph 4 of this article.
The independent director acknowledges the
Director(Supervisory Board) of the Society, is not and was not in
one year prior to decision:
Single of the Single
society body, including its manager, member of peer
executive of the body
control organization;
person, spouse, parents, children, incomplete and incomplete
brothers and sisters, adoptive parents and adopted
faces in
society, of the organization or
managing societies;
by the company for
directors (supervisory board) of the society.
4. The Approval of a Transaction
interest, received by the Shareholders Meeting
majority not interested in shareholder transaction-
owners of voting shares in the following cases:
if or of several related transactions
property, cost of which of an accounting
counting (the price of the property offering ) of the community
is 2% or more of the book value of the company's assets
by of his accounting records at the last reporting date
, excluding third and fourth paragraph deals
true;
if the or multiple transactions are
hosting with or shares
2 Shares shares, earlier
hosted, and common shares, to which
converted emissary Securities
convertible into stocks
if the or multiple transactions are
hosting by subscriptions
convertible in shares that can be converted into
common shares, which make up more than 2 percent
shares formerly hosted by the company and common shares
may be converted before missisive valuable
papers to be converted to stocks.
5. The transaction in which there is interest is not
requires general general general
4 of this article, in cases if the terms of the transaction
is no different from the of the same transactions,
committed between society and by the stakeholder in the process
implementing normal business activities of a society,
place until the moment, when the person concerned is recognized as such.
The exception is propagated to of the deal, in
committed with interest in a period
from the moment, when the interested person is recognized as such, and before
The timing of the next annual general meeting of shareholders.
6. In the decision to approve the transaction in which
interest, must specify the person (s) that is
party (parties), beneficiary (beneficiaries),
price, deal item and other significant conditions.
Shareholders ' general meeting can adopt
approvaldeal (transactions) between the company and the person concerned,
may be committed in the future in the process of the society
its business activity. In this
, in the CommonShareholders ' meeting must also specify a limit amount,
which can be the transaction (s). This solution
is valid until the next annual general meeting of shareholders.
7. For , the Board of Directors (Supervisory Board)
society and the general meeting of shareholders in the decision to approve the of the deal
in of which there is an interest, the price of the alienated
or bought or services
directors ( board) of the community
Article 77 of this Federal Law.
8. Additional requirements to the order of the deal, in
of which is interested, can
set by by the executive by the
security. "
60. In article 84, paragraph 1:
The words "Article 83 of the Federal of the Law" replace
words "by this Federal Law";
after "invalid" add to
lawsuit of a company or a shareholder. "
61. Article 85, paragraph 1, add the following paragraph:
" By solution of the meeting of the members of the meeting
commission (auditor)
responsibilities can be paid and (or) reimbursed expenses, related
responsibilities. Reparations for and
is decided by a general Shareholders Meeting. "
62. In Article 88:
First paragraph 3 should read:
3. The confidence of data in in in the report
societies, annual accounting reporting, must be
confirmed by the Audit Commission (auditor) of the Society. " ;
Item 4 should be revised to read:
" 4. The Society report is subject to
Approvals by the Board of Directors (Supervisory Board) of Society, a
in absence of the board of directors (observatory
advice) societies - - Single
company's executive body, not later than 30 days before the date
the annual General Shareholders Meeting. "
63. Article 89 should read as follows:
" Article 89. Storage of public documents
1. Society is obliged to store the following documents:
community creation contract;
tie-down, changes in and additions to in the bylaws
societies, registered in the order,
creating societies, state registration
company;
documents that confirm the society property on
on its balance;
internal documents of the community;
location of the branch or representation of the community;
annual reports;
accounting documents;
accounting records;
Shareholder Shareholders (shareholders ' decisions
owner of all public shares), meetings
Board of Directors (Board Review ) of the Society Audit
Commission (auditor) and of the executive
public authority (board, management);
ballots for voting, (copies
powers of attorney) to participate in the General Shareholders Meeting;
Independent Evaluator reports;
Lists of affiliated individuals;
Lists of
shareholders, eligible to receive dividends, Other
lists, by the public to implement their own shareholders
rights as required by this Federal Law;
audit opinion (auditor) of the company, of the auditor
company, public and municipal
auditing;
Issuers, quarterly and others
documents, containing information to to publish
disclosure in other ways matches Federal
law and other federal laws;
Other documents provided by this Federal Law
Articles of the Society Charter, Internal By
general Shareholders Meeting (observatory
council) of society, of public administration, and documents,
The legal acts of the Russian Federation.
2. The stores documents,
true article, at the location of its executive body in
order and within the timeframe set by the federal authority
Theexecutive branch of the security market. "
64. Articles 91 and 92 should read:
" Article 91. Provision of Information Society
shareholders
1. Society has an obligation to provide shareholders with access to documents, Article 89, paragraph 1, of this Federal Act.
and Minutes
collegiate executive authority has access to shareholders
(shareholder) having at least 25% voting
shares in the company.
public
special rights Russian participation
Russian Federation or Municipal Education in
specified by the company ("golden share")
Representatives of the Russian Federation, of the Russian Federation
or municipality access to all of your documents.
2. Documents, provided by 1 of this
must be exposed to in for seven days from the day
requirement for
Theof the company's body. The company owes it
requirement for persons authorized to access documents provided by
1 of this article, provide copies of
documents. Payment, by the public for data
copies cannot exceed the cost of making them.
Article 92. Mandatory disclosure by the public
1. Open Society must disclose:
annual company report, annual accounting reporting;
The public equity issue in cases
Russian legal acts;
A general Shareholders Meeting message
provided by this Federal Law;
other information defined by the federal executive
authority for the security market.
2. Required public disclosure
closed society, in case of public placement of bonds or
other securities are in scope and order
which are installed by the federal executive
securities market. "
65. In article 93, paragraph 1, the word "competition" should be deleted.
66. In article 94:
in paragraph 3:
The first paragraph to read:
3. Founding documents of societies not in conformity with the norms
true of the Federal law, from the introduction of
true Federal laws are used in Part,
inconsistent with the specified rules. " ;
paragraph 2, delete;
(Paragraph is lost in the Federal Act of 29
June 2015 N 210-FZ - The Russian Law
Federation, 2015, N 27, art. 4001)
Article 2: The Federal the [ [ force]]
1 January 2002 35 and 36
true Federal Law, for which
official publication of this Federal Law.
The Federal law
legal acts, in effect on the territory of the Russian Federation,
casting in the Federal Federal
used in parts,
law. Constituent documents societies created before
power of of this Federal law, subject to
compliance with this Federal Law no later than 1 July 2002
years. Constitutive documents of these societies until they are brought to
compliance with this Federal Law since it took effect
power of of this Federal law is used in Part, not
contrary to it.
Shareholders in more than 50 shareholders are required to
1 July 2002 pass to the shareholders
registrars.
If the company before
Federal preferred shares,
Society's Statutes ,
Securities
preferred shares, voting rights for so is privileged
shares are saved.
Moscow, Kremlin
7 August 2001
N 120-FZ
