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AGM Notice

AGM Notice

NOTICE OF ANNUAL GENERAL SHAREHOLDERS MEETING
OPEN JOINT-STOCK COMPANY “MegaFon”
30 Kadashevskaya Emb., Moscow, 115035, Russian Federation

Dear Shareholder,

Notice is hereby given that the Board of Directors (hereinafter, the “Board”) of Public Joint Stock Company “MegaFon” (hereinafter, “MegaFon” or the “Company”) has convened an Annual Generai Meeting of Shareholders (hereinafter, the “Meeting”), to be held in the form of joint presence to make decisions on the tollowing items on the Agenda:

  1. Approval of 2013 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 dividends, and losses of the Company based on 2013 Financial Year results, and also definition of the amount of dividends for shares, method and procedures for its payment.
  4. Election of the Board of Directors of the Company.
  5. Approval of the number of seats in the Management Board of the Company and election of the Management Board of the Company.
  6. Approval of the Company’s Auditor.
  7. Election of the Revision Commission of the Company.
  8. 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 2013.

Date of the Annual General Shareholders Meeting: June 30, 2014.
Meeting venue: Russian Federation, 115035, Moscow, Kadashevskaya embankment, 30, Company’s Office.
Meeting time: 04.00 PM Moscow time on June 30, 2014.
Registration of the persons participating in the Annual General Shareholders Meeting shall start at: 03.00 PM Moscow time on June 30, 2014.
Address for returning the executed voting ballots: 121108, Russian Federation, Moscow, Ivana Franko street, 8, Office of Computershare Register CJSC.

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

The list of persons entitled to participate in the Annual General Snareholders Meeting of the Company was made on the basis of the Shareholders Register of the Company as of May 12, 2014.

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.

Information/Materials for Meeting

The Board of Directors of the Company has directed that the following information (materials) shall be made available to shareholders prior to the Meeting:

  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 of the Company.
  2. Voting ballot for the Annual General Shareholders Meeting of the Company.
  3. Annual Report of the Company for 2013.
  4. Report of the Revision Commission of the Company confirming the accuracy of information in the Company’s Annual Report as of 2013.
  5. Annual accounting statements of the Company, including the opinion of the Auditor of the Company.
  6. Assessment of the auditor opinion on the accounting (financial) statements of MegaFon PJSC for 2013 exercised by the Audit Committee of the Board of Directors of the Company.
  7. Recommendations by the Board regarding distribution of profit, including amount of annual dividend on shares, method and procedures for its payment, and losses distribution based on the results of 2013 financial year.
  8. Information on candidates nominated to the Board of Directors of the Company and information regarding availability or absence of written consents from the candidates nominated to the Board of Directors of the Company oard ot tire Company.
  9. Information on candidates nominated to the Management Board of the Company and information regarding availability or absence ot written consents from the candidates nominated to the Management.
  10. Information on candidaies 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.
  11. Recommendations by the Company’s Board on the amount ot remuneration and/or compensations of expenses to those members of the Company’s Board who do not receive reimbursement during the year, as of 2013.

The foregoing information (materials) will be available from May 30, 2014 on the Company’s website and will also be available at the Meeting.

Also the information (materials) will be available upon request for examination at the Company’s offices listed above. The Company will provide copies of the materials to Shareholders at a cost not to exceed the actual cost of copying.

Additional information on the procedures for holding Meetings of Shareholders is available on the Company’s website.