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EGM Notice

EGM Notice

NOTICE ON HOLDING THE EXTRAORDINARY GENERAL SHAREHOLDERS MEETING
OPEN JOINT-STOCK COMPANY «MEGAFON» (HEREINAFTER «THE COMPANY»)
30 KADASHEVSKAYA EMB., MOSCOW, RUSSIAN FEDERATION, 115035

Dear Shareholder,

We inform you hereby about holding the Extraordinary General Shareholders Meeting of the Public Joint-Stock Company «MegaFon» in the form of absentee voting with prior forwarding (delivery) of voting ballots on the initiative of the Board to make decisions on items on the Agenda.

Company’s address: 30 Kadashevskaya Embankment, Moscow, Russian Federation, 115035.
Type of meeting: Extraordinary General Shareholders Meeting of the Company.
Form of the Meeting: Absentee voting with prior forwarding (delivery) of voting ballots.
Date of the distribution of the voting ballots: not later than 09.10.2013.
Date of the Extraordinary General Shareholders Meeting (deadline of acceptance of executed voting ballots) 30.10.2013.
Meeting venue (address for returning executed voting ballots): 121108, Russian Federation, Moscow, Ivana Franko street, 8, Office of Computershare Register CJSC.
Deadline of acceptance of the executed voting ballots: 30.10.2013, 18:00 Moscow time.

The list of persons entitled to participate in the Extraordinary General Shareholders Meeting was made on the basis of the Shareholders Register of the Company as of September 24, 2013.

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

Item in Agenda of General Meeting of Shareholders

  1. Determination of price of property (services) and approval of related party transaction: Agreement/s on MegaFon’s and Group’s Directors, Officers and Companies Liability Insurance; Insurer — SOGAZ OJSC or Rosgosstrakh LLC, Alfastrakhovanie OJSC, SK Aliance OJSC, Ingosstrakh OJSIC.
  2. Approval of the number of seats in the Management Board of the Company and election of the Management Board of the Company.

The following list of information (materials), to be provided to the Shareholders in preparation for the Extraordinary General Shareholders Meeting of the Company, was approved by the Board of Directors of the Company and shall be made available to the shareholders:

Name of document

  1. Notice on holding the Extraordinary General Shareholders Meeting of the Company, including the procedures for distribution of information (materials) to be made available to the Shareholders in preparation for the Extraordinary General Shareholders Meeting of the Company.
  2. Agenda for the Extraordinary General Shareholders Meeting of the Company.
  3. Voting ballot at the Extraordinary General Shareholders Meeting of the Company.
  4. Information on candidates nominated to the Management Board of the Company and information regarding availability or absence of written consents from the nominated candidates.
  5. Information on the related party transaction: Agreement/s on MegaFon’s and Group’s Directors, Officers and Companies Liability Insurance; Insurer — SOGAZ OJSC or Rosgosstrakh LLC, Alfastrakhovanie OJSC, SK Aliance OJSC, Ingosstrakh OJSIC.

The following procedure of providing information (materials) to the persons, entitled to participate in the Extraordinary General Shareholders Meeting of the Company, was approved by the Board of Directors:

From October 09 2013 onward, the information (materials) will be made available to the persons entitled to participate in the Extraordinary General Shareholders Meeting of the Company for his/her examination for the purposes of preparation for the Extraordinary General Shareholders meeting at the Company’s Head office at 30 Kadashevskaya Embankment, 115035 Moscow, Russian Federation.

Upon the request of any person entitled to participate in the Extraordinary General Shareholders Meeting the Company shall provide him/her with copies of these documents for a fee which may not exceed the cost of copying.

Corporate Secretary
A. A. Serebryanikova