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AGM Notice

AGM Notice

NOTICE ON HOLDING THE ANNUAL GENERAL SHAREHOLDERS MEETING
OPEN JOINT-STOCK COMPANY “MegaFon” (hereinafter “The Company”)
30 Kadashevskaya Emb., Moscow, Russian Federation

Dear Shareholder,

We inform you hereby about holding the Annual General Shareholders Meeting of the Public Joint-Stock Company “MegaFon” in the form of joint presence upon the initiative of the Board to make decisions on items on the Agenda.

Type of meeting: Annual General Shareholders Meeting.
Form of the Annual General Shareholders Meeting: meeting (joint presence of shareholders to discuss the items on the Agenda and to adopt resolutions on the items put on voting).
Date of the Annual General Shareholders Meeting:

June 28, 2013.
Meeting venue: 1 Balchug street, Moscow, Russian Federation, Balchug Kempinski Hotel.
Meeting time: 04.00 PM Moscow time on June 28, 2013.
Registration of the persons participating in the Annual General Shareholders Meeting shall start at: 03.00 PM Moscow time on June 28, 2013.

Registration of shareholders’ representatives shall be made by the Company’s Registrar exercising the functions of the Counting Commission of the Company.

The list of persons entitled to participate in the Annual General Shareholders Meeting of the Company was made on the basis of the Shareholders Register of the Company as of May 21, 2013.

The following issues of the Agenda approved by the Board of Directors of the Company were proposed for consideration by the Annual General Shareholders Meeting of the Company:

No. Issue on Agenda of Annual General Meeting of Shareholders
1. Approval of 2012 Annual Report of the Company.
2. Approval of the Annual Accounting Statements, including Profit & Loss Statements (Profit & Loss Accounts) of the Company.
3. Distribution of profit, including payment (declaration) of ividends, and losses of the Company based on 2012 Financial Year results, and also definition of the amount of ividends for shares, method and procedures for its payment.
4. Payment (declaration) of ividends based on Q1 2013 results, definition of the amount of ividends for shares, method and procedures for its payment.
5. Election of the Board of Directors of the Company.
6. Approval of the number of seats in the Management Board of the Company and election of the Management Board of the Company.
7. Approval of the Company’s Auditor.
8. Election of the Revision Commission of the Company.
9. Definition of the amount of remuneration and/or compensation of expenses to those members of the Company’s Board who did not receive reimbursement during the year, based on the results of the year 2012.
10. Approval of interrelated related-party transactions: service agreement based on mutual use of Mobile Virtual Network Operator business model and Master Service Agreement between MegaFon PJSC and Scartel LLC.
The following list of information (materials) to be provided to the Shareholders in the course of preparation for the Annual General Shareholders Meeting of the Company was approved by the Board of Directors of the Company and shall be made available to the shareholders:
No. Name of document
1. Notice on convocation of the Annual General Shareholders Meeting, including the procedures for distribution of information (materials) to be submitted to the Shareholders during preparation for the Annual General Shareholders Meeting.
2. Procedures for sending notice to Shareholders on the Annual General Shareholders Meeting.
3. Agenda for the Annual General Shareholders Meeting of the Company.
4. Voting ballot for the Annual General Shareholders Meeting of the Company.
5. List of information (materials) to be provided to the Shareholders during preparation for the Annual General Shareholders Meeting.
6. Draft resolutions of the Annual General Shareholders Meeting.
7. Annual Report of the Company for 2012.
8. Report of the Revision Commission of the Company.
9. Annual accounting statements of the Company, including the opinion of the Auditor of the Company.
10. Assessment of the auditor opinion on the accounting (financial) statements of MegaFon PJSC for 2012 exercised by the Audit Committee of the Board of Directors of the Company.
11. Recommendations by the Board regarding distribution of profit, including amount of annual dividend on shares and procedures for its payment, and losses distribution based on the results of 2012 financial year.
12. Recommendations by the Board regarding the amount of dividend on shares based on Q1 2013 results and procedures for its payment.
13. List of candidates for voting during election of the Board of the Company.
14. Information on candidates nominated to the Board and information regarding availability or absence of written consents from the candidates nominated to the Board.
15. List of candidates for voting during election of the Management Board of the Company.
16. Information on candidates nominated to the Management Board of the Company and information regarding availability or absence of written consents from the candidates nominated to the Management Board of the Company.
17. List of candidates for voting during election of the Revision Commission of the Company.
18. Information on candidates nominated to the Revision Commission of the Company and information regarding availability or absence of written consents from the candidates nominated to the Revision Commission of the Company.
19. Recommendations by the Company’s Board on the amount of remuneration and/or compensations of expenses to those members of the Company’s Board who do not receive reimbursement during the year, upon the results of the year 2012.

The following procedure of providing information (materials) to the shareholders was approved by the Board of Directors of the Company:

Starting from May 28, 2013, the information (materials) shall be provided for examination to the persons entitled to participate in the Annual General Shareholders Meeting of the Company at the following address: 30 Kadashevskaya Embankment, Moscow, Russian Federation. The above information (materials) shall be submitted during the Annual General Shareholders Meeting of the Company to its participants.

On request by the person entitled to take part in the Annual General Shareholders Meeting the Company shall submit to him/her copies of these documents. Payment taken by the Company for such copies may not exceed the cost of their production.

Participant of the Annual General Shareholders Meeting of the Company must have his/her passport or any other personal identification document, and the shareholder’s representative must also have the powers of attorney for participation in the Annual General Shareholders Meeting and/or documents that confirm his/her right to act on behalf of the shareholder without the power of attorney.

Annual General Meeting script