FEDERAL LAW OF THE RUSSIAN FEDERATION

of August 8, 2024 No. 287-FZ

About introduction of amendments to the Federal law "About Joint-stock Companies" and separate legal acts of the Russian Federation

Accepted by the State Duma on July 30, 2024

Approved by the Federation Council on August 2, 2024

Article 1

Bring in the Federal Law of December 26, 1995 No. 208-FZ "About joint-stock companies" (The Russian Federation Code, 1996, No. 1, Art. 1; 2001, No. 33, Art. 3423; 2002, No. 12, Art. 1093; No. 45, Art. 4436; 2004, No. 11, Art. 913; No. 15, Art. 1343; No. 49, Art. 4852; 2006, No. 1, Art. 5, 19; No. 2, Art. 172; No. 31, Art. 3445, 3454; 2007, No. 31, Art. 4016; 2008, No. 18, Art. 1941; 2009, No. 23, Art. 2770; No. 29, Art. 3642; No. 52, Art. 6428; 2010, No. 41, Art. 5193; 2011, No. 1, Art. 13, 21; No. 30, Art. 4576; No. 48, Art. 6728; No. 49, Art. 7024; No. 50, Art. 7357; 2012, No. 31, Art. 4334; No. 53, Art. 7607; 2013, No. 14, Art. 1655; No. 30, Art. 4043, 4084; No. 45, Art. 5797; No. 51, Art. 6699; 2014, No. 19, Art. 2304; No. 30, Art. 4219; No. 52, Art. 7543; 2015, No. 27, Art. 4001; 2016, No. 23, Art. 3296; No. 27, Art. 4271, 4272, 4273, 4276; 2017, No. 31, Art. 4782; 2018, No. 11, Art. 1584; No. 18, Art. 2557; No. 30, Art. 4544; No. 53, Art. 8440; 2019, No. 16, Art. 1818; No. 44, Art. 6177; 2020, No. 30, Art. 4738; No. 31, Art. 5065; 2021, No. 27, Art. 5182; 2022, No. 9, Art. 1257; No. 16, Art. 2616; No. 41, Art. 6943; 2024, No. 1, Art. 18) following changes:

1) in paragraph one of item 4 of Article 7 of the word of "the message on holding general shareholder meeting" shall be replaced with words "messages on holding meeting or correspondence voting for decision making by general shareholder meeting";

2) in Article 7.2:

a) in Item 3 of the word of "the agenda of general shareholder meeting" shall be replaced with words "agendas";

b) in paragraph one of item 4 of the word shall be replaced with words "not taking part" "not participating";

3) in Item 3 of Article 11:

a) to state the paragraph of the eighth in the following edition:

"structure (structure) and competence of bodies of society, and also procedure for adoption of decisions by them, including questions on which decision is made unanimously or qualified by a majority vote;";

b) the ninth to state the paragraph in the following edition:

"procedure for preparation and holding meetings or correspondence voting for decision making by general shareholder meeting;";

Shall be replaced with words 4) in Item 3.3 of Article 18 of the word "or not taking part" "or not participating";

Shall be replaced with words 5) in Item 3.3 of Article 19 of the word "or not taking part" "or not participating";

6) in Item 3 of Article 20:

a) in subitem 3 "(additional)" to exclude the word;

b) in subitem 4 of the word of "the supreme body of management" shall be replaced with words "supreme body";

c) in subitem 5 of the word of "the supreme body of management" shall be replaced with words "supreme body";

d) in subitem 7 of the word of "the supreme body of management" shall be replaced with words "supreme body";

The second Item 2 of Article 21 of the word "General Meeting of Shareholders of Voluntarily Liquidated Society Accepts" begins shall be replaced with words 7) in the paragraph "General meeting of shareholders of voluntarily liquidated society";

8) in Item 6 of Article 28 of the word "at general shareholder meeting" shall be replaced with words "in case of decision making by general shareholder meeting";

9) in Item 3 of Article 29:

a) in paragraph six of the word "participating in general meeting of shareholders of society" shall be replaced with words "participating in meeting or absentee voting";

b) in paragraph eight of the word "the decision on convocation of general meeting of shareholders of society which agenda contains question of reduction of the authorized capital of society" shall be replaced with words "the decision on holding meeting or correspondence voting for decision making by general shareholder meeting on reduction of the authorized capital of society";

Item 2 of Article 31 to state 10) in the following edition:

"2. Shareholders are common shareholders of society according to this Federal Law and the charter of society have the right to vote in case of decision making by general shareholder meeting on all questions of its competence, and also have the right to dividends, and in case of liquidation of society - the right to part of its property.";

11) in Article 32:

a) in paragraph one of Item 1 of the word "have no right to vote at general shareholder meeting" shall be replaced with words "have no right to vote in case of decision making by general shareholder meeting";

b) in the paragraph the second Item 2.1 of the word "voting power at general shareholder meeting" shall be replaced with words "voting power in case of decision making by general shareholder meeting";

c) in item 4:

the paragraph one to state in the following edition:

"4. Shareholders - preferred shareholders have the right to vote in case of decision making by general shareholder meeting on questions of reorganization and liquidation of society, on questions, stipulated in Item 3 Articles 7.2 and article 92.1 of this Federal Law, and also on questions on decisions according to which this Federal Law are made unanimously by all shareholders of society.";

in the paragraph the second shall be replaced with words the words "acquire voting power in case of the decision at general meeting of shareholders of questions" "acquire voting power in case of decision making by general shareholder meeting on questions", shall be replaced with words the words "participating in general shareholder meeting" "participating in meeting or absentee voting";

in paragraph three of the word "acquire voting power in case of the decision at general meeting of shareholders of question" shall be replaced with words "acquire voting power in case of decision making by general shareholder meeting on question", shall be replaced with words the words "participating in general shareholder meeting" "participating in meeting or absentee voting";

d) in Item 5:

in paragraph one of the word "have the right to participate in general shareholder meeting with voting power" shall be replaced with words "have the right to vote in case of decision making by general shareholder meeting", shall be replaced with words the words "since the meeting following the annual general shareholder meeting" "since meeting or the correspondence voting following the annual meeting of general shareholder meeting" of the word "Shareholder Right — Preferred Shareholders of This Kind to Participate in General Shareholder Meeting" shall be replaced with words "Voting power of shareholders - preferred shareholders of this kind in case of decision making by general shareholder meeting";

in the paragraph the second shall be replaced with words the words "have the right to participate in general shareholder meeting with voting power" "have the right to vote in case of decision making by general shareholder meeting", shall be replaced with words the words "since the meeting following the annual general shareholder meeting" "since meeting or the correspondence voting following the annual meeting of general shareholder meeting" of the word "Shareholder Right — Owners of Cumulative Preferred Shares of Certain Type to Participate in General Shareholder Meeting" shall be replaced with words "Voting power of shareholders - owners of cumulative preferred shares of certain type in case of decision making by general shareholder meeting";

e) in Item 6 of the word "participating in general shareholder meeting" shall be replaced with words "participating in meeting or absentee voting";

12) in Article 32.1:

a) in paragraph one of Item 1 of the word "vote definitely at general shareholder meeting" shall be replaced with words "vote definitely in case of decision making by general shareholder meeting";

b) in Item 2 of the word of "governing bodies of society" shall be replaced with words "bodies of society";

c) in Item 5:

in paragraph one of the word "voting procedure at general shareholder meeting according to shares of public society" shall be replaced with words "voting procedure on shares of public society in case of decision making by general shareholder meeting";

in paragraph seven of the word "dispose of voices at general shareholder meeting" shall be replaced with words "dispose of voices in case of decision making by general shareholder meeting";

d) in Item 6 of the word "about voting procedure at general shareholder meeting" shall be replaced with words "about voting procedure in case of decision making by general shareholder meeting", shall be replaced with words words of "quorum of general shareholder meeting" "quorum for decision making by general shareholder meeting";

In paragraph three of Item 3 of Article 32.2 of the word "participating in general shareholder meeting" shall be replaced with words 13) "participating in meeting or absentee voting";

The second Item 1 of Article 32.3 of the word of "voices at general shareholder meeting" shall be replaced with words 14) in the paragraph "voices in case of decision making by general shareholder meeting";

Shall be replaced with words 15) in item 4 of Article 35 of the word "to the annual general shareholder meeting" "to the annual meeting of general shareholder meeting";

16) in Article 39:

a) in paragraph one of Item 3 of the word "participating in general shareholder meeting" shall be replaced with words "participating in meeting or absentee voting";

b) in item 4:

in paragraph one of the word "participating in general shareholder meeting" shall be replaced with words "participating in meeting or absentee voting";

in the paragraph the second shall be replaced with words the words "participating in general shareholder meeting" "participating in meeting or absentee voting";

17) in Article 40:

a) in paragraph one of Item 1.1 of the word "or not taking part" shall be replaced with words "or not participating";

b) in paragraph one of Item 2 of the word "persons having the participation right in such general shareholder meeting" shall be replaced with words "persons having the right to vote in case of adoption of the specified decision by general shareholder meeting";

18) in paragraph one of Item 1 of Article 41 of the word of "the message on holding general shareholder meeting" shall be replaced with words "messages on holding meeting or correspondence voting for decision making by general shareholder meeting";

19) in Article 42:

a) in the paragraph the second Item 8 the word "physical", words", or in the absence of data on bank accounts, special accounts of operators of financial platforms by postal money transfer, and to other persons whose rights to shares are considered in the shareholder register of society, by money transfer on their bank accounts" and the words "from the date of acceptance of the transferred money by the organization of federal mail service or" to exclude;

b) add with Item 8.1 of the following content:

"8.1. By the charter of society dividend payout, due to shareholders - to physical persons which rights to shares are considered in the shareholder register of society, by postal money transfer in case of absence at the registrar of society of data on bank account details or the special account of operator of financial platform can be provided. The obligation of society on dividend payout by postal money transfer is considered performed from the date of acceptance of the transferred money by the organization of federal mail service.";

c) Item 9 in paragraph one after the words "address data or bank details" to add with the words "or in connection with decision making about dividend payout suspension according to the procedure, the stipulated in Article 43.1 presents of the Federal Law", shall be replaced with words the words "from decision date about their payment" "from end date of the term established for their payment" the words "from decision date about dividend payout" shall be replaced with words "from end date of the term established for dividend payout";

Chapter V to add 20) with Article 43.1 of the following content:

"Article 43.1. Dividend payout suspension

1. Payment to shareholders who have the right to dividends and are registered in the shareholder register of society, the announced dividends in cash it can be suspended by society (further - dividend payout suspension) in case of simultaneous observance of the following conditions:

1) within at least two years in a row which are directly preceding decision date about dividend payout suspension, to society the money listed to such shareholders as dividends returned;

2) transfer by society to the shareholder of money as dividends during the period specified in the subitem of 1 this Item was performed at least two times;

3) in five working days prior to decision date about dividend payout suspension to the registrar of society did not arrive up-to-date information about the shareholder, necessary for dividend payout in cash, or the statement of the shareholder for confirmation of relevance of information containing in the shareholder register of society.

2. The decision on suspension of dividend payout is made by the board of directors (supervisory board) of society or other body of non-public society to which competence the charter of society carries the solution of question of holding meeting or correspondence voting for decision making by general shareholder meeting, along with the decision on holding meeting or correspondence voting for decision making by general shareholder meeting.

3. The decision on suspension of dividend payout is not applied to shareholders if for date, for which persons having the right to dividends in, the shareholder register of society are determined up-to-date information about these shareholders, necessary for dividend payout is entered, or to the registrar of society the statement of these shareholders for confirmation of relevance of information containing in the shareholder register of society arrived.

4. Information on decision making, specified in Item 2 of this Article, reveals society according to requirements of the legislation of the Russian Federation about securities in the form of the Material Fact Statement.

5. Society shall provide accounting of shareholders concerning whom dividend payout suspension is performed.

6. Payment to the shareholder of dividends is resumed if for date, for which persons having the right to dividends in, the shareholder register of society are determined up-to-date information about the shareholder, necessary for dividend payout, including data on the postal address of the shareholder - physical person is entered if the charter of society provides possibility of dividend payout to such shareholder by postal money transfer, or data on bank details if dividends are in cash paid to the shareholder via bank transfer, or to the registrar of society the statement of the shareholder for confirmation of relevance of information containing in the shareholder register of society arrived. Acceptance by the board of directors (supervisory board) of society or other bodies of society of the decision on renewal of dividend payout is not required.

7. The rules provided by this Article are applied also to the persons registered in the shareholder register of society and performing according to the Federal Laws of the right, the societies certified by shares.

8. The charter of non-public society can provide that provisions of this Article are not applied to such society.";

Article 47 to state 21) in the following edition:

"Article 47. General shareholder meeting

1. The supreme body of society is general shareholder meeting.

2. Decisions of general shareholder meeting can be made at meeting, including at meeting at which vote is combined with correspondence voting, or without holding meeting (correspondence voting).

3. Society shall hold the annual meeting of general shareholder meeting annually.

The annual meeting of general shareholder meeting is held not earlier than in two months and not later than in six months after the termination of accounting year if other requirements to the term of its carrying out within the specified term are not established by the charter of society. At the annual meeting of general shareholder meeting issues of election of the board of directors (supervisory board) of society, audit committee of society shall be resolved if according to the Federal Laws or the charter of society availability of the board of directors (supervisory board) and (or) audit committee of society is obligatory, about appointment of auditing organization of society in case of obligation availability on carrying out audit of annual accounting (financial) accounts or about appointment of auditing organization (the individual auditor) of society in case of lack of such obligation and adoption by non-public society of the decision on carrying out audit of annual accounting (financial) accounts, the questions provided by subitems 11 and 11.1 of Item 1 of article 48 of this Federal Law and also can be resolved other issues carried to competence of general shareholder meeting.

The meetings of general shareholder meeting held in addition to annual are extraordinary.

4. Additional to the provided this Federal Law of the requirement to procedure for preparation for holding meeting or correspondence voting for decision making by general shareholder meeting, to procedure for carrying out specified meeting or correspondence voting and to procedure for decision making by general shareholder meeting can be established by the Bank of Russia.

5. The charter of non-public society may contain excellent from established by this Federal Law and (or) regulations of the Bank of Russia of regulations on procedure for preparation for holding meeting or correspondence voting for decision making by general shareholder meeting, procedure for carrying out specified meeting or correspondence voting and procedure for decision making by general shareholder meeting, including about method of decision making by general shareholder meeting (meeting or absentee voting), methods allowing to identify authentically persons, taking remote part in meeting, and methods of signing of voting bulletins electronically provided that these provisions do not deprive of persons having the right to vote in case of decision making by general shareholder meeting, the rights to participate in their acceptance and to obtain information on meeting or correspondence voting. These provisions can be provided by the charter of non-public society under its organization or are brought in its charter, changed and excluded from its charter according to the decision made unanimously by all shareholders of society. Change of term within which the annual meeting of general meeting of shareholders of the non-public society provided by the paragraph the second Item 3 of this Article is held is not allowed.

6. In society which all voting shares are owned by one shareholder decisions on the questions which are within the competence of general shareholder meeting are accepted by this shareholder solely and are drawn up in writing. At the same time the provisions of this Chapter determining terms and procedure for preparation for holding meeting or correspondence voting for decision making by general shareholder meeting the terms and procedure for carrying out specified meeting or correspondence voting, terms and procedure for decision making by general shareholder meeting are not applied, except for the provisions concerning terms of holding the annual meeting of general shareholder meeting.";

The subitem 12 of Item 1 of article 48 after words of "procedure for maintaining" to add 22) with the word "meetings";

23) in Article 49:

a) in Item 1:

the paragraph one to state in the following edition:

"1. Except as specified, established by the Federal Laws, voting power in case of adoption of decisions by general shareholder meeting on the questions put to the vote have:";

add with the paragraph of the following content:

"Vote in case of decision making by general shareholder meeting is performed by the principle "one voting share of society - one voice", except for carrying out cumulative vote in the cases provided by this Federal Law or the charter of non-public society.";

b) in Item 2:

in paragraph one of the word "participating in meeting" shall be replaced with words "participating in meeting or absentee voting";

in the paragraph the second to exclude the words "at general shareholder meeting";

c) in paragraph one of item 4 of the word "participating in general shareholder meeting" shall be replaced with words "participating in meeting or absentee voting";

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