PROVISION OF CENTRAL BANK OF THE RUSSIAN FEDERATION

of November 16, 2018 No. 660-P

About general shareholder meetings

This Provision according to Item 2 of Article 47 and Item 3 of article 52 of the Federal Law of December 26, 1995 No. 208-FZ "About joint-stock companies" (The Russian Federation Code, 1996, No. 1, Art. 1; No. 25, Art. 2956; 1999, No. 22, Art. 2672; 2001, No. 33, Art. 3423; 2002, No. 12, Art. 1093; No. 45, Art. 4436; 2003, No. 9, Art. 805; 2004, No. 11, Art. 913; No. 15, Art. 1343; No. 49, Art. 4852; 2005, No. 1, Art. 18; 2006, No. 1, Art. 5, Art. 19; No. 2, Art. 172; No. 31, Art. 3437, Art. 3445, Art. 3454; No. 52, Art. 5497; 2007, No. 7, Art. 834; No. 31, Art. 4016; No. 49, Art. 6079; 2008, No. 18, Art. 1941; 2009, No. 1, Art. 23; No. 19, Art. 2279; No. 23, Art. 2770; No. 29, Art. 3642; No. 52, Art. 6428; 2010, No. 41, Art. 5193; No. 45, Art. 5757; 2011, No. 1, Art. 13, Art. 21; No. 30, Art. 4576; No. 48, Art. 6728; No. 49, Art. 7024, Art. 7040; No. 50, Art. 7357; 2012, No. 25, Art. 3267; No. 31, Art. 4334; No. 53, Art. 7607; 2013, No. 14, Art. 1655; No. 30, Art. 4043, Art. 4084; No. 45, Art. 5797; No. 51, Art. 6699; No. 52, Art. 6975; 2014, No. 19, Art. 2304; No. 30, Art. 4219; No. 52, Art. 7543; 2015, No. 14, Art. 2022; No. 27, Art. 4001; 2016, No. 1, Art. 29; No. 23, Art. 3296; No. 27, Art. 4271, Art. 4272, Art. 4273, Art. 4276; 2017, No. 31, Art. 4782; 2018, No. 1, Art. 65; No. 11, Art. 1584; No. 18, of the Art. 2557, No. 30, of the Art. 4544) (further - the Federal Law "About Joint-stock Companies") establishes additional requirements to procedure for preparation, convocation and holding general shareholder meeting, the list of the additional information (materials) obligatory (obligatory) for provision for persons having the participation right in general shareholder meeting by preparation for holding general shareholder meeting.

Chapter 1. General provisions

1.1. Action of this provision extends to the annual and extraordinary general meetings of shareholders of public and non-public joint-stock companies (further - societies) held in the form of meeting (joint presence of shareholders for discussion of questions of the agenda and decision making on the questions put to the vote) or correspondence voting.

Action of this provision does not extend to societies which all voting shares are owned by one shareholder.

1.2. Preparation, convocation and holding general shareholder meeting (further - general meeting) are performed according to the Federal Law "About Joint-stock Companies", the Federal Law of April 22, 1996 No. 39-FZ "About the security market" (The Russian Federation Code, 1996, No. 17, Art. 1918; 2001, No. 33, Art. 3424; 2002, No. 52, Art. 5141; 2004, No. 27, Art. 2711; No. 31, Art. 3225; 2005, No. 11, Art. 900; No. 25, Art. 2426; 2006, No. 1, Art. 5; No. 2, Art. 172; No. 17, Art. 1780; No. 31, Art. 3437; No. 43, Art. 4412; 2007, No. 1, Art. 45; No. 18, Art. 2117; No. 22, Art. 2563; No. 41, Art. 4845; No. 50, Art. 6247; 2008, No. 52, Art. 6221; 2009, No. 1, Art. 28; No. 18, Art. 2154; No. 23, Art. 2770; No. 29, Art. 3642; No. 48, Art. 5731; No. 52, Art. 6428; 2010, No. 17, Art. 1988; No. 31, Art. 4193; No. 41, Art. 5193; 2011, No. 7, Art. 905; No. 23, Art. 3262; No. 29, Art. 4291; No. 48, Art. 6728; No. 49, Art. 7040; No. 50, Art. 7357; 2012, No. 25, Art. 3269; No. 31, Art. 4334; No. 53, Art. 7607; 2013, No. 26, Art. 3207; No. 30, Art. 4043, Art. 4082, Art. 4084; No. 51, Art. 6699; No. 52, Art. 6985; 2014, No. 30, Art. 4219; 2015, No. 1, Art. 13; No. 14, Art. 2022; No. 27, Art. 4001; No. 29, Art. 4348, Art. 4357; 2016, No. 1, Art. 50, Art. 81; No. 27, Art. 4225; 2017, No. 25, Art. 3592; No. 27, Art. 3925; No. 30, Art. 4444; No. 48, Art. 7052; 2018, No. 1, Art. 65, Art. 70; No. 17, Art. 2424; No. 18, Art. 2560; No. 32, the Art. 5088), this Provision, the charter of society, the internal document of society regulating activities of general meeting.

1.3. If the charter of non-public society according to the decision of general meeting made unanimously by all shareholders of non-public society includes the regulations on procedure for preparation, convocation and holding general meeting other than the requirements established by this Provision, such provisions of the charter of non-public society are applied provided that they do not deprive of persons having the participation right in general meeting, the participation rights in it and to receipt of information on him.

1.4. If the regulations on convocation of general meeting other than the requirements established by this Provision are provided by the shareholders' agreement which parties are all shareholders of non-public society, such provisions are applied provided that:

the specified provisions of the shareholders' agreement do not deprive of persons having the participation right in general meeting, the participation rights in it and to receipt of information on him;

data on the specified provisions of the shareholders' agreement are known to non-public society.

1.5. If other is not established by this Provision, other regulatory legal acts of the Russian Federation, the rules provided by this Provision for shareholders of society are applied also to persons who according to the Federal Laws or their personal law have the right to perform on its own behalf the rights according to shares of society.

1.6. If other is not established by this Provision, other regulatory legal acts of the Russian Federation, the rules provided by this Provision for nominee holders of shares are applied also to the foreign nominee holders and the foreign organizations having the right according to their personal law to perform accounting and transition of the rights to securities.

Chapter 2. Additional requirements to procedure for preparation of general meeting

2.1. Offers on entering of questions into the agenda of general meeting and the offer on promotion of candidates for governing bodies and other bodies of society (further - offers in the agenda of general meeting) can be made, and requirements about holding extraordinary general meeting are provided in the way:

the directions mail service or through mail and messenger service to the address of society containing in the Unified State Register of Legal Entities and also to other addresses specified in the charter or the internal document of society regulating activities of general meeting;

deliveries under list to the person holding position (performing functions) of sole executive body of society, to the chairman of the board of directors (supervisory board) of society or the other person, the representative to accept the written correspondence addressed to society including to the corporate secretary of society;

dachas by the shareholder whose rights to shares of society are considered by the nominee holder (further - the client nominee holder), instructions (instruction) to the client nominee holder if it is provided by the contract with it, and the directions the client nominee holder of the message on declaration of will of the shareholder according to the specifying (instruction) received from it;

the directions otherwise (including electric communication, including means of fax and cable connection, e-mail with use of the digital signature) if it is provided by the charter or the internal document of society regulating activities of general meeting.

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