General Shareholders Meeting
General Shareholders Meeting is the supreme governing body
of OAO Severstal.
According to the applicable Russian law, the Annual General
Shareholders Meeting is conducted once a year, no earlier than two months and
no later than six months after the end of a fiscal year. The Annual Meeting is
convened by the Company’s Board of directors.
Any other shareholders meeting, except for the annual one,
is considered extraordinary. Extraordinary General Shareholders Meetings are
conducted by a resolution of the company’s Board of directors at its own
initiative, or a demand of the company’s Internal Audit Commission, the
company’s auditor, or a demand of the shareholders (shareholder) that own no
less than 10 per cent of the company’s voting shares as of the date of such a
demand.
The competence of the General Shareholders Meeting includes:
-
changes and addenda to the company’s Charter, or approval
of a new Charter;
-
reorganisation of the company;
-
liquidation of the company, appointment of the liquidating
commission and approval of intermediate and final liquidation balance
sheets;
-
the number of members of the company’s Board of directors,
election of the Board members and early termination of their powers;
-
the quantity, face value and category of declared shares
and the rights given by these shares;
-
increases in the share capital of the company by
increasing the face value of shares or by placing additional shares;
-
reduction of the company’s share capital by reducing the
face value of shares or by acquiring a portion of shares with a view to
reducing their total quantity, or through redemption of shares the company
acquires or buys;
-
formation of the executive body of the company and early
termination of its powers;
-
election of the company’s Internal Audit Commission’s
members and early termination of its powers;
-
approval of the company’s auditor;
-
approval of annual reports, annual accounting statements,
including the company’s profit and loss accounts; distribution of profit,
including payment (announcement) of dividends, with the exception of profit
distributed as dividends for the results of the first quarter, 6 and 9 months
of the year, and distribution of the company’s loss at the end of the fiscal
year;
-
the procedure for a General Shareholders Meeting;
-
split and consolidation of shares;
-
adopting decisions on approval of transactions in the
cases stipulated by the applicable law;
-
adopting decisions on approval of major transactions in
the cases stipulated by the applicable law;
-
acquisition of placed shares;
-
decision on participation in financial and industrial
groups, associations and other commercial corporations;
-
approval of internal documents regulating activities of
the company’s bodies;
-
other matters stipulated by the Federal law “On Joint
Stock Companies” and the company’s Charter.
The matters referred to the competence of the General
Shareholders Meeting cannot be transferred to the competence of the company’s
executive body for decision-making.
The matters referred to the competence of the General
Shareholders Meeting cannot be transferred to the competence of the company’s
Board of directors for decision-making, except for the matters stipulated by
the Federal law “On Joint Stock companies”.
The shareholders in a General Shareholders Meeting shall
take decisions on all matters referred to the scope of its competence by a
simple majority of votes of shareholders, unless the applicable law provides
for a larger number of votes for taking certain decisions.
