GENERAL MEETING OF SHAREHOLDERS
The General Meeting of Shareholders is the supreme management body of the Company, exercising its activities in accordance with provisions of the Company’s Charter, Regulation on the General Meeting of Shareholders of
In making decisions at the General Meeting of Shareholders, the Company’s shareholders take part in governance over the Company and may significantly influence its business. In particular, powers of the General Meeting of Shareholders on their meetings encompass the approval of annual report and financial statements, distribution of profit, including payment of dividends, election of key management and control bodies of the Company, approval of significant deals and a number of other important matters.
Procedure for the General Meeting of Shareholders is aimed at assurance of adherence to the rights of shareholders, and meets all the requirements of the Russian Federation legislation.
Notifying Shareholders on the Holding of the General Meeting of Shareholders
Shareholders shall be notified on holding of the General Meeting of Shareholders through publication of this information at the official website of the Company (www.mts.ru) at least in 30 (thirty) calendar days before its date.
The message on conductance of the General Meeting of Shareholders may be additionally sent to the persons entitled to participate in the General Meeting of Shareholders and registered in the Company’s shareholders register, by registered mail to the address specified in the register of the Company’s shareholders, or delivered personally to such persons against signature simultaneously with sending or handing over the voting ballots.
With regard to recommendation of the Corporate Governance Code, aimed at creation for the shareholders of best possible conditions for participation in the General Meeting; model proxy form shall be published at the official website of the Company.
Within the framework of preparation to the General Meeting of MTS Shareholders, the shareholders get the opportunity to ask members of executive bodies and Board of Directors on issues of the agenda of the General Meeting of Shareholders, and to voice their opinion on issues of the Meeting’s agenda by sending e-mails to the address: shareholder@mts.ru.
The Company tries to present materials for the General Meeting in a comprehensible form. That is why we create a special section (micro-site) dedicated to the Annual General Meeting of Shareholders where we publish required documents (presentations, document comparisons, comments to them, details on candidates) and provide an access to the online broadcasting of the Annual Meeting.
Holding the General Meeting of Shareholders
Shareholders may implement their voting right by most simple and convenient for them ways without any encumbrance. Voting at the General Meetings of Shareholders is carried out through a direct participation in the meeting or filling and sending to the Company (and to its registrar) of ballots for voting on the agenda issues.
Organization and holding of the General Meetings of Shareholders shall be arranged in a way allowing for easy access of all the shareholders. General Meetings held in the form of joint attendance shall be organized only in the city the Company is located (in Moscow) at addresses convenient for coming and personal participation of the shareholders and their representatives.
Over the past years, the Company has been giving its shareholders the opportunity to follow the meeting in real time on the MTS website. Video record of the meeting is available after the end of the meeting on the MTS website in the “General Meetings of Shareholders” section. Besides, activities allowing to demonstrate innovative technologies of МТС and to receive consultation on various projects of the Company were arranged during the registration of shareholders.
Electronic Services for Shareholders
In 2019, the successful experience in using e-voting through the internet when holding meetings of shareholders was continued. For the first time MTS shareholders voted electronically at the extraordinary general meeting of shareholders on September 30, 2016. For four years of using e-voting, the number of shareholders voting through the internet increased almost 7 times. At the annual General Meeting of Shareholders on June 27, 2019, 26% of those participating in the meeting voted electronically.
For remote participation in the annual and extraordinary General Meetings of Shareholders on June 27, September 30 and December 30, 2019, MTS shareholders used convenient online services developed by the MTS registrar, NRK — R.O.S.T. JSC: Personal Account of MTS shareholder and Shareholder.online mobile app. With their help they received notifications about start of voting, studied the materials and other useful information, voted online. There is also special functionality to report to the Presidium of the meeting in the personal account and mobile app.
During the annual General Meeting of MTS shareholders on June 27, 2019, the shareholders through the MTS shareholder’s personal account not only watched progress of voting in online mode, but also observed the meeting broadcasting in real time mode from the screens of their gadgets.
General Meetings of Shareholders in 2019
| Annual General Meeting of MTS PJSC shareholders on June 27, 2019 in the form of joint attendance (Minutes No. 45 dated June 27, 2019) | The Annual General Meeting of Shareholders approved the Annual Report for 2018 and annual accounting statements for 2018. A decision on profit distribution was made and dividends were announced following the results of reporting year 2018. New compositions of the Company’s Board of Directors and Auditing Committee were elected. Company’s auditor was appointed. The Regulation on the General Meeting of MTS PJSC was approved in new revision. The Regulation on the General Meeting of Shareholders of MTS PJSC has been brought into compliance with the updated rules of the Bank of Russia on the procedure for preparing and holding general meetings of shareholders |
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| Extraordinary General Meeting of MTS PJSC shareholders September 30, 2019 in the form of absentee voting (Minutes No. 46 dated October 1, 2019) | At the extraordinary General Meeting of Shareholders, a decision was made on the distribution of profits (payment of dividends) of MTS PJSC based on the results of the first half of 2019 |
| Extraordinary General Meeting of MTS PJSC shareholders December 30, 2019 in the form of absentee voting (Minutes No. 47 dated December 31, 2019) | At the extraordinary General Meeting of Shareholders, a decision was made on the distribution of profits (payment of dividends) of MTS PJSC based on the results of 9 months of 2019 |
Registrar
The decision of the Board of Directors of MTS PJSC dated December 19, 2019, approved the Reestr Joint Stock Company as the registrar of MTS PJSC (location: 129090, 20, Building 1, Bolshoy Balkansky Lane, Moscow, Russian Federation; the license to keep register of securities owners No. The decision of the Board of Directors of MTS PJSC dated December 19, 2019, approved the Reestr Joint Stock Company as the registrar of MTS PJSC (location: 129090, 20, Building 1, Bolshoy Balkansky Lane, Moscow, Russian Federation; the license to keep register of securities owners No. 045-13960-000001).
On April 10, 2020, the Reestr JSC registrar began to keep the register of shareholders of MTS PJSC.
