The Annual General Meeting of Shareholders of Sistema JSFC will take place at 11 a.m. on 27 June 2015 at Moscow, 13.1 Mokhovaya Str., Room 101.
Registration of shareholders (representatives of shareholders) for participation in the Annual General Meeting of Shareholders of Sistema JSFC is conducted on the day of the meeting from 10.00 (Moscow time) at the venue of the meeting. In order to register, it is necessary to provide an identification document and, in cases stipulated by the Russian legislation, documents that confirm the voting powers (power of attorney and/or other documents according to the Russian laws and regulations in effect).
- Approval of the meeting procedures.
- Approval of the annual report, annual accounting reports, including the profit and loss account of the Company for 2014.
- Distribution of income, approval of the amount of the dividend payout on the Company's shares, procedure and form of payout and the date of closing the list of shareholders entitled to dividends.
- Election of the members of the Audit Commission.
- Election of the members of the Board of Directors.
- Approval of the auditors of the Company.
- Approval of the new version of the Terms of Reference of the General Meeting of Shareholders of Sistema JSFC.
- Approval of the new version of the Terms of Reference of the Board of Directors of Sistema JSFC.
- Approval of the new version of the Policy on Remuneration and Compensations for Members of the Board of Directors of Sistema JSFC.
- Resolution on the number of the members of Board of Directors of Sistema JSFC.
The shareholders may send the completed and signed ballots to the address: Russian Federation, 125009, Moscow, 13-1 Mokhovaya St., Sistema JSFC, attn. Corporate Secretary. The ballots received by the company at least two days before the date of the general meeting will be taken into account when the quorum is determined and the votes cast in the Annual General Meeting of Shareholders are counted.
The shareholders of Sistema JSFC may review the materials and obtain copies of the materials to be submitted to the Sistema JSFC shareholders during preparations for the Annual General Meeting of Shareholders of Sistema JSFC at the address: Russian Federation, Moscow, 17/9 Prechistenka Str., Corporate Secretary (495) 730-6089, as well as at the address of the sole executive body of the Company: Moscow, 13-1 Mokhovaya St., room 702, on weekdays from 10.00 to 17.00 Moscow time, starting from 27 May 2015 through 26 June 2015, or by following this link.
The General Meeting of Shareholders is the main governance body of Sistema.
The General Meeting of Shareholders is Sistema's supreme governance body. The laws of the Russian Federation on joint-stock companies and the provisions of Sistema's Charter and by-laws govern its operation. The General Meeting procedure aims to make sure Sistema respects the rights of shareholders, and observes all applicable legal requirements and best international practices in corporate governance.
Sistema makes information and materials for the meeting available to shareholders in Russian and English, and publishes them on its official website (www.sistema.ru and www.sistema.com). Along with the notice of the forthcoming meeting, shareholders receive voting ballots. General Meetings of Shareholders always take place near Sistema's headquarters.
Observing shareholders' rights
Sistema aims to ensure the maximum protection of shareholders' rights to participate in management process and receive profit. The fundamental rights of a shareholder in these areas include the right to take part in the work of the General Meeting of Shareholders, the right to vote on items in the agenda, and the right to obtain dividends.
To secure these rights, we circulate notice of the conduct of the General Meetings of Shareholders, and voting ballots, to all shareholders, at least 30 days before the meeting. Also, all materials covering the agenda items appear on Sistema's website in Russian and English (www.sistema.ru and www.sistema.com). The shareholder can fill out the ballot in advance, and mail it to Sistema at the address specified in the ballot. In this case, we will take into account the shareholder's vote when counting the voting results.
Depositary receipt holders may vote on the items of Shareholder Meeting agendas by proxy through Deutsche Bank AG, which Sistema uses as the depositary bank for the GDR programme:
Global Equity Services,
Trust and Securities Services,
Deutsche Bank AG collects the votes of GDR holders (information on which Sistema discloses to the depositary) via clearing systems. Sistema includes these votes in the general voting ballot of the depositary, along with all votes cast for and against the proposed draft resolution, and any abstentions.
Each shareholder can also attend General Meetings of Shareholders in person or through a representative, and vote on agenda items directly.
An important guarantee of the shareholder's right to participate in running the company is the right to access documents that Sistema is obliged to retain in line with the provisions of the Federal Law On Joint-Stock Companies.To exercise this right, a shareholder should send a written request to Sistema's Corporate Secretary, asking for access to the documents he or she wishes to see. We then provide the documents to the shareholder at an agreed time.
Holders of material blocks of shares are entitled to make proposals on the agenda of the General Meeting of Shareholders, and to nominate candidates to the governance and control bodies (holders of 10% and more of voting shares also have the right to request an Extraordinary General Meeting of Shareholders). Sistema accepts proposals on the agenda of the Annual General Meeting of Shareholders, in writing, within 100 days of the end of the financial year. If an Extraordinary General Meeting of Shareholders is conducted, and its agenda contains an item on the election of the Board of Directors, holders of sufficient blocks of shares have the right to nominate candidates to the Board of Directors. Sistema must receive proposals to this effect no later than 30 days before the date of such a meeting. The Board of Directors studies shareholders' propositions and includes them in the agenda, as long as they meet the requirements of Russian law regarding general shareholder meetings.
To ensure the proper observance of shareholders' rights to Sistema's profits, we announce in advance the amount of dividends the Board of Directors recommends, along with the date it will make the shareholder register for the purposes of payment. Therefore, shareholders always have the opportunity to dispose of their shares, taking into account the expected dividend payments.