4.3 General Meeting of Stockholders
The General Meeting of Shareholders constitutes the highest governing body of PAOPublic Joint-Stock Company Rosseti Ural. The list of matters falling within the competence of the General Meeting of Shareholders is stipulated by the Federal Law «On Joint-Stock Companies» and enshrined in the Charter. Matters assigned to the competence of the General Meeting of Shareholders may not be delegated for resolution to the General Director. The General Meeting of Shareholders is not entitled to consider or adopt decisions on matters not falling within its competence under the Federal Law «On Joint-Stock Companies». The procedure for preparation and conduct of meetings or absentee voting of the General Meeting of Shareholders is governed by the Federal Law «On Joint-Stock Companies», the Bank of Russia Regulations «On General Meetings of Shareholders», the Charter, and the Regulations on the General Meeting of Shareholders.
In accordance with the recommendations of the Bank of Russia’s Corporate Governance Code, the Company endeavors to provide shareholders with an expanded set of materials during the preparation period for meetings to enhance the substantiation of their decisions, including the Board of Directors’ position on the meeting agenda and comparative tables of proposed amendments to the Charter and internal documents. All materials are posted on the Company’s website. The Regulation on the General Meeting of Shareholders establishes a clear procedure for its conduct, while affording shareholders the opportunity to pose questions of interest regarding the agenda. Vote tabulation and determination of voting results on agenda items are performed by the Counting Commission, whose functions are fulfilled by an independent registrar.
Annual General Meeting of Shareholders
Meeting date: 23.06.2025
Quorum: 87.29394%
Outcomes of the AGM in 2025 (Agenda items, voting results and adopted resolutions)
| Agenda item | Voting results and adopted resolution: | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Adoption of the Company’s FY2024financial year 2024 annual report, FY2024financial year 2024 annual financial statements |
Voting results:
FOR – 99.99929%, AGAINST – 0.00000%, ABSTENTION – 0.00068%. Based on the voting results, the following resolution on the agenda item was adopted: To adopt the Company’s FY2024financial year 2024 annual report, as stated in Appendix No.1 hereof. Voting results: FOR – 99.99899%, AGAINST – 0.00000%, ABSTENTION – 0.00068%. Based on the voting results, the following resolution on the agenda item was adopted: To adopt the Company’s FY2024financial year 2024 annual accounting (financial) statements, as stated in Appendix No.2 hereof. |
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| 2 | Approval of FY2024financial year 2024 profit and loss allocation, incl. dividend payout |
Voting results:
FOR – 99.99897%, AGAINST – 0.00096%, ABSTENTION – 0.00004%. Based on the voting results, the following resolution on the agenda item was adopted: 1. To approve the following allocation of FY2024financial year 2024 profits and losses, RUBruble thousand:
2. To pay RUBruble 0.03741 as dividends per one common share of the Company as of FY2024financial year 2024 in monetary form.
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| 3 | Election of the Company’s Board of Directors |
Cumulative voting
Based on the voting results, the following resolution on the agenda item was adopted: To elect the following persons to serve on the Board of Directors: 1. Vladimir Alekseevich Busorgin 2. Karina Vladimirovna Dashko 3. Aleksey Vyacheslavovich Koptev 4. Dmitry Aleksandrovich Vodennikov 5. Maria Gennadyevna Tikhonova 6. Marina Aleksandrovna Lavrova 7. Elena Viktorovna Andreeva 8. Daniil Vladimirovich Krainsky 9. Mikhail Aleksandrovich Bychko 10. Aleksey Aleksandrovich Polinov 11. Aleksandr Viktorovich Shevchuk. |
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| 4 | Election of the Company’s Board of Internal Auditors |
Polling
Based on the voting results, the following resolution on the agenda item was adopted: To elect the following persons to serve on the Board of Internal Auditors: 1. Anton Sergeevich Ulyanov 2. Maksim Gennadyevich Kormiltsev 3. Elena Mikhailovna Roptanova 4. Svetlana Mikhailovna Trishina 5. Viktor Vladimirovich Tsarkov. |
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| 5 | Assignment of the Company’s auditor |
Voting results:
FOR – 99.99317%, AGAINST – 0.00238%, ABSTENTION – 0.00261%. Based on the voting results, the following resolution on the agenda item was adopted: To assign the alliance of auditors comprised of OOOLimited Liability Company Center of audit technologies and solutions – auditor services (lead joint tenderer, TIN 7709383532) and OOOLimited Liability Company Interkom Audit (member of joint tenderer, TIN 7729744770) as the Company’s auditor |
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| 6 | Adoption of the PAOPublic Joint-Stock Company Rosseti Ural’s Amended and Restated Charter |
Voting results:
FOR – 99.99356%, AGAINST – 0.00204%, ABSTENTION – 0.00412%. Based on the voting results, the following resolution on the agenda item was adopted: To adopt the PAOPublic Joint-Stock Company Rosseti Ural’s Amended and Restated Charter, as stated in Appendix No.3 hereof. |
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| 7 | Adoption of the PAOPublic Joint-Stock Company Rosseti Ural’s Amended and Restated Regulations on the General Meeting of Stockholders |
Voting results:
FOR – 99.99547%, AGAINST – 0.00113%, ABSTENTION – 0.00320%. Based on the voting results, the following resolution on the agenda item was adopted: To adopt the PAOPublic Joint-Stock Company Rosseti Ural’s Amended and Restated Regulations on the General Meeting of Stockholders, as stated in Appendix No.4 hereof. |
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| 8 | Adoption of the PAOPublic Joint-Stock Company Rosseti Ural’s Amended and Restated Regulations on the Board of Directors |
Voting results:
FOR – 99.99199%, AGAINST – 0.00244%, ABSTENTION – 0.00355%. Based on the voting results, the following resolution on the agenda item was adopted: To adopt the PAOPublic Joint-Stock Company Rosseti Ural’s Amended and Restated Regulations on the Board of Directors, as stated in Appendix No.5 hereof. |
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| 9 | Adoption of the PAOPublic Joint-Stock Company Rosseti Ural’s Amended and Restated Regulations on the Executive Board |
Voting results:
FOR – 99.99196%, AGAINST – 0.00244%, ABSTENTION – 0.00358%. Based on the voting results, the following resolution on the agenda item was adopted: To adopt PAOPublic Joint-Stock Company Rosseti Ural’s Amended and Restated Regulations on the Executive Board, as stated in Appendix No.6 hereof. |
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| 10 | Adoption of the PAOPublic Joint-Stock Company Rosseti Ural’s Amended and Restated Regulations on the Board of Internal Auditors |
Voting results:
FOR – 99.99265%, AGAINST – 0.00208%, ABSTENTION – 0.00342%. Based on the voting results, the following resolution on the agenda item was adopted: To adopt the PAOPublic Joint-Stock Company Rosseti Ural’s Amended and Restated Regulations on the Board of Internal Auditors, as stated in Appendix No.7 hereof. |
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| 11 | Adoption of the PAOPublic Joint-Stock Company Rosseti Ural’s Amended and Restated Regulations on Remunerations and Compensations Due to the Board of Directors |
Voting results:
FOR – 99.98736%, AGAINST – 0.00381%, ABSTENTION – 0.00879%. Based on the voting results, the following resolution on the agenda item was adopted: To adopt the PAOPublic Joint-Stock Company Rosseti Ural’s Amended and Restated Regulations on Remunerations and Compensations Due to the Board of Directors, as stated in Appendix No.8 hereof. |
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| 12 | Adoption of the PAOPublic Joint-Stock Company Rosseti Ural’s Amended and Restated Regulations on Remunerations and Compensations Due to the Board of Internal Auditors |
Voting results:
FOR – 99.98623%, AGAINST — 0.00332%, ABSTENTION – 0.00861%. Based on the voting results, the following resolution on the agenda item was adopted: To adopt the PAOPublic Joint-Stock Company Rosseti Ural’s Amended and Restated Regulations on Remunerations and Compensations Due to the Board of Internal Auditors, as stated in Appendix No.9 hereof. |
Decisions of the General Meeting of Shareholders and the report on voting results are posted on the Company’s website at: https://rosseti-ural.ru/en/company/controls/gsm/.
Analysis of Shareholder Voting Outcomes
The quorum attendance rate reached 87.29394%. During the reporting year, for all agenda items (items No. 1-2, 5-12) not related to the election of members to the Board of Directors and Board of Internal Auditors—and thus not requiring individual or cumulative voting—the number of «FOR» votes exceeded 99%, with shareholders approving the proposed resolutions. No extraordinary General Meetings of Shareholders or correspondence voting sessions were held during the reporting period.