Which rights do the ELSIB shareholders of have?
The shareholders who own common registered shares of the company have the right for the following:
- personally or through representative take part in General meetings of shareholders of the Company with a voting right in all questions within their competence;
- make proposals for agenda of general meeting in keeping with the acting legislation of Russia and the Articles of Association;
- receive information on activities of the Company and review the company documents in accordance with article 91 of Federal law “About joint-stock companies”, other regulations and the Articles of Association;
- preemptively acquire additional shares and convertible securities issued through public subscription, proportionally to the amount of shares of this category or type that they own;
- receive dividends distributed by the Company;
- in case of the Company dissolution, receive a part of its property;
- appeal the resolutions of management organs of the Company involving the civil and legal consequences in cases and in order provided by a legislation of RF;
- request acting on behalf of the Company a compensation of losses done to the Company in an order provided by a legislation of RF;
- dispute acting on behalf of the Company the transactions done by it by the reasons stipulated in Civil code of RF or Federal Law “Of joint-stock companies” and request an application of consequences of their invalidity as well as an application of consequences of invalidity of negligible transactions of the Company;
- request from the Company buy-out of all or some of their shares in cases for which provision is made in Russian Federation law;
- implement other rights provided by Russian Federation law and the Articles of Association.
In case of the Company dissolution, the Company property which remains after settlement with creditors is distributed by the liquidation commission among the shareholders in the following sequence:
- first, the payments are made for the shares which must be purchased in accordance with article 75 of Federal law “About joint-stock companies”;
- second, the Company property is distributed among the shareholders – owners of common shares.
Why can a shareholder not to get the shares to his hands?
The shares issued by NPO “ELSIB” OAO are nominal securities. In accordance with Article 16 of Federal Law ?Regarding a market of securities?, the nominal securities are issued in no documentary form only. The shareholders of NPO ?ELSIB? OAO are the owners of securities issued in no documentary form.
As a confirmation of a presence of the shares at Your personal account, there is an extraction from a register of shareholders; it can be received from a register holder of the Company.
How does the Company inform the shareholders about a holding of General meetings of shareholders and resolutions adopted at the meetings?
ELSIB informs its shareholders about a holding of General meeting by an allocation of message on site of the Company such as www.elsib.ru at Internet, according to the data of list of owners of nominal securities having a right for a participation in General meeting that is filled by a date defined by Board of the directors at adopting of resolution regarding a holding of General meeting. Besides, this message is published on page of information disclosure at Internet. The message shown is published not later than 20 (twenty) days before, and a message regarding a holding of General meeting of the shareholders an agenda of which contains a question regarding a reorganization of the Company, – not later than 30 (thirty) days before till a date of holding of General meeting. In cases stated by items 2 and 8 of Article 53 of Federal Law “Regarding joint-stock companies”, a message regarding a holding of extraordinary General meeting of the shareholders is distributed and published not later than 70 (seventy) days before till a date of its holding.
The bulletins for a voting by the questions of agenda are sent by registered letter or given under a signature to each shareholder not later than 20 (twenty) days before till a date of a holding of General meeting of the shareholders. To each shareholder, one copy of bulletin for a voting by all the questions or per one copy of two and more bulletins for a voting by different questions is presented.
The resolutions adopted by General meeting of the shareholders, and the results of voting can be announced at General meeting of the shareholders in a course of which a voting was held, and also, they must be advised to persons included into a list of persons having a right for a participation in General meeting of the shareholders not later than 4 (four) working days from a date of closing of General meeting of the shareholders or a date of finishing of bulletins receipt at a holding of General meeting in a form of remote voting, in an order provided for a message regarding a holding of General meeting of the shareholders.
What to do if a shareholder has sold his shares after a date of closing of register and till a date of a holding of General meeting?
In a case if a person indicated in a list for a participation in General meeting of the shareholders has transferred his shares after a date of filling of shown list and before a date of a holding of meeting then such person is obliged to issue to a purchaser of securities a power of attorney for a voting, or to vote at General meeting in accordance with the indications of purchaser of shares if this is provided by an agreement of transferring of shares.
Has a shareholder a right in a course of General meeting of the shareholders to revise his solution on any question and appeal to accounting commission with a request of annulling of his filled bulletin?
The Federal Law “Regarding joint-stock companies” does not provide a right of shareholder revised in a course of General meeting of the shareholders his solution on any question to appeal to accounting commission with a request of annulling of his bulletin and to issue for filling a new one instead of a bulletin placed into voting box.
How is Board of the directors of the Company at General meeting of the shareholders elected?
In accordance with item 4 of Article 66 of Federal Law “Regarding joint-stock companies”, the elections of the members of Board of the directors of the Company are performed by cumulative voting. As the elected into a content of Board of the directors of the Company, the candidates taken the most number of votes are considered.
The shareholders voting on a question of electing of the members of Board of the directors, first of all, will make a solution: to vote for electing of the candidates presented in a bulletin, to vote against all candidates or abstain on all candidates.
The shareholders chosen a variant of voting as ?Yes? are titled to fulfill the elections of the members of Board of the directors of the Company by cumulative voting. At the cumulative voting, a number of votes belonging to a shareholder is multiplied for a number of persons who must be elected to Board of the directors of the Company, and a shareholder is titled to put the votes got by such way (for a convenience of shareholders, a number of cumulative votes is shown in bulletin) for one candidate wholly or to distribute them among two and more candidates.
For example: a shareholder is an owner of 7 common nominal shares of ELSIB. A quantity of the members of Board of the directors to be elected at General meeting (according to Memorandum of ELSIB) is as 5. We multiply a number of votes (7) for a quantity of candidates of the members of Board of the directors (5). We get 35 votes. These votes can be given by a shareholder to one candidate, distributed among all candidates equally (per 7 votes), and also, given to two or more candidates (for example, 25 votes to one, 10 votes to second one and etc.).
What influences the rate of dividends distributed by ELSIB?
Decision to between shares of all categories and types is a right and not obligation on part of the Company. It is within the right of the General meeting of shareholders to not make a decision of on dividends distribution.
The company is obligated to distribute dividends after they have been declared. The Company bears legal liability in accordance with acting Russian Federation law for the failure to meet this obligation.
The Company distributes only the declared dividends. Without the decision to pay (distribute) dividends , the Company does not have a right to distribute them, and the shareholders do not have a right to request their distribution. The dividends are distributed from net profit of the Company.
Decision to pay (distribute) dividends and decisions on their rate and their payment mode, are made by the General meeting of shareholders. The dividends rate cannot exceed the rate as recommended by the Company’s Board of directors.
How to realize the right of inheritance of the shares?
As with other property, ownership rights for shares are inherited according to existing legal regulations.
To realize the right for inheritance of the shares, one must apply to a notary in case less than half of a year has passed since the death of the shares owner, or if more than half of year has passed, or to judicial authorities at the place of registration of the shares owner (the testator), and to receive the “Certificate of the right for inheritance of shares and dividends by law” or a court decision.
A notary or a judge opens an inheritance case after receiving an application from the successor and being presented with the original death certificate and one of the documents confirming the right of the deceased for the shares ownership (these can be a statement of the ELSIB shareholders register, a copy of the personal depositary account, ELSIB shareholders meeting voting bulletins which had been sent to the shareholder). The notary (the judge) must send a request for information on the number of shares in the account of the testator to the registrar (OJSC “Registrator R.O.S.T.”). Upon receiving this information, the notary draws up a “Certificate of the right for inheritance of shares and dividends by law”, and the judge passes the corresponding decision in court.
The successor must then go to the testator shares registrar with his/her passport and the original certificate or court decision. He/she then opens an account in his/her name, makes a transfer order for the inherited shares and makes payments for the registrar services according to the set rates.
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