General Meeting of Shareholders

The General Meeting of Shareholders is the Company’s supreme governing body. It is convened by the Board of Directors at least once a year. Decisions of the General Meeting of Shareholders are binding on the Board of Directors, the Management Board, the President and the CEO, as well as all Company employees.

The remit of the General Meeting of Shareholders includes the following key issues in particular:

  • determining the number of members of the Board of Directors, as well as the election and early termination of Board members;
  • electing the members of the Company’s Audit Commission and the early termination thereof;
  • approving the auditor;
  • distributing the Company’s profits (including the announcement of dividends) and losses;
  • paying out (announcing) dividends based on the results for Q1, H1, Q3 and the reporting year.

General meetings of shareholders are held annually. On the basis of a decision by the Board of Directors, the Annual General Meeting of Shareholders is held not earlier than two months and not later than six months after the end of the fiscal year.

A general meeting of shareholders may be held in the form of an in-person meeting or by absentee voting. In accordance with the Charter, the Company informs shareholders about general meetings by posting a message on the Company’s official website. Other materials provided to shareholders in preparation for general meetings are also posted on the Company’s website.

General meetings of shareholders of PJSC held in 2018
Type and date of general meeting Decisions of the General Meeting of Shareholders
Extraordinary 13 April 2018 A decision was made to consent to a material, interested-party transaction (related transactions): the Company entered into a pledge and surety agreement for a loan from VTB Bank (PJSC) in order to acquire Bovesto Limited (the parent company of LLC ELDORADO)
29 June 2018
  • A decision was taken not to distribute the Company’s net profit for the year
  • The size of the Board of Directors was set at 14 members
  • The Board of Directors and the Audit Commission were elected
  • JSC Deloitte & Touche CIS was approved as the auditor of the Company’s annual financial statements in accordance with RASRAS stands for Russian Accounting Standards. and IFRS
  • The amount of remuneration and compensation of expenses for members of the Board of Directors and the Audit Commission for the period from July 2018 through June 2019 was determined

An Extraordinary General Meeting of Shareholders held on 18 January 2019 took a decision to elect a new Board of Directors for the Company. In accordance with the decision, Andreas Blase, Ceconomy Vice President for Mergers and Acquisitions/Portfolio Management, and Chief Investment Officer and member of the Management Board of MediaMarktSaturn Retail Group, joined the Board of Directors. Maxim Kalyuzhny, Director of Legal and Corporate Affairs of GCM Global Energy PLC, left the Board of Directors.

In order to comply with the recommendations of the Corporate Governance Code recommended for use by the Bank of Russia, PJSC includes the position of the Board of Directors concerning agenda items in the materials for the Annual General Meeting of Shareholders.

In 2019, the Company is conducting an analysis of the possibility of using telecommunications to provide shareholders with remote access to participate in the General Meeting of Shareholders.