Yuri Gagarin PLC - General Meeting Of Shareholders
The General Meeting of Shareholders includes all shareholders having shares with right to vote, who can take part in the General Meeting either personally or by appointing an authorized representative.
The General Meeting of Shareholders shall be convened for a regular session at least once a year. The General Meeting of Shareholders shall be convened at its registered office. The regular General Meeting of Shareholders is held by the end of the first half of the year, following the reporting year.
The General Meeting shall be convened by the Board of Directors. It may also be convened on the request of the shareholders who have possessed shares for a period longer than 3 months, representing at least 5% of the capital.
The convocation of the General Meeting shall be made by an invitation declared in the Commercial Register and announced under the conditions and procedure of Law on Public Offering of Securities no later than 30 (thirty) days before its opening.
The General Meeting of Shareholders shall:
- Amend and supplement the Articles of Association of the Company.
- Increase and reduce the capital.
- Resolve on the transformation and dissolution of the Company.
- Elect and discharge the members of the Board of Directors.
- Determine the remunerations and the royalty payments of the members of the Board of Directors and the term for which they will be payable.
- Elect an Audit Committee, specifying the mandate and the number of its members.
- Appoint and dismiss registered auditors.
- Approve the Annual Financial Statements after they have been certified by the appointed registered auditor.
- Resolve on issuance of debentures.
- Appoint liquidators upon dissolution of the Company, except in cases of bankruptcy.
- Exonerate from responsibility the members of the Board of Directors.
- Resolve on distribution of profit, replenishment of the Reserve fund and payment of dividend.
- Empower the persons, who manage and represent the Company to implement the transactions specified in article 114 and article 114a of the Law on Public Offering of Securities.
- Resolve on other issues placed within its competence by law or by these Articles of Association.