Why are general meetings of shareholders held?

What is a general meeting of shareholders

The General Meeting of Shareholders (GMS) is the main governing body in a joint-stock company. At least once a year shareholders meet to decide by voting organizational matters. The right to vote at the meeting belongs to the owners of ordinary shares, and sometimes, according to the company's charter and the Law of the Russian Federation "On Joint Stock Companies", preferred shares. If all the voting shares of the enterprise have one holder, he makes decisions independently and draws them up in writing.

The meeting can decide only issues from the list approved by the Law - the competence of the GMS. These include:

• reorganization or liquidation of a company;
• approval of enterprise documents, their modification or creation of new ones;
• election of the board of directors, auditor and auditor of the enterprise, and their premature removal from office;
• formation of an executive body and early termination of its work;
• establishing the number, par value and type of the company's shares, and the rights they confer;
• change authorized capital;
• crushing and combining valuable papers;
• approval of transactions;
• purchase of own shares;
• participation in commercial associations;
• determining the order of the meeting.

Shareholders of a public company are not entitled to resolve issues that are not within the competence of the GMS. In non-public companies, the list may be supplemented, if this does not contradict the charter. The list of issues that are decided at the meeting is called the agenda.

What are OSA

Periodicity

Depending on whether the meeting was scheduled in advance or not, there are 2 types of AGM:

• regular (annual);
• extraordinary.

Once a year, the company holds regular meetings to sum up the work. They elect management and regulatory bodies, approve the annual report, distribute profits and losses for the year. The annual meeting is held from the 3rd to the 6th months after the end of the reporting year, more precise terms are specified in the charter.

Meetings that the company convenes in addition to the annual meeting are called extraordinary. They are carried out if urgent issues need to be resolved: approve big deals, distribute profits based on the results of the reporting period, reorganize the enterprise, issue shares, change the charter. Management and supervisory bodies or holders of more than 10% of voting shares may demand an extraordinary meeting. But it is the board of directors who finally decides whether it is worth organizing the meeting.

Form of presence

There are two types of OCA:

• joint presence - face-to-face;
• absentee voting - absentee.

Participants attend the face-to-face meeting either directly or remotely via information technologies. First, they discuss issues together, then they vote. In person, you can resolve any issue that falls within the competence of the GMS.

The correspondence form does not provide for discussion of issues with each other. By registered letter, shareholders are sent ballots, which they must complete and send back to set time. In this form, only an extraordinary meeting can be held if it does not elect the composition of the governing and supervisory bodies, does not approve reporting and does not distribute profits.

How to get the right to vote at the meeting

To vote on the OCA, you need to own the company's securities on the day when it fixes the list of current shareholders of the enterprise (register) and determines to whom to pay dividends. This day is called the "registry closing date" or "cut-off date". It is approved by the board of directors and published on the official website of the company. It does not matter how long the shareholder has owned the securities before that day, the main thing is that he owns the shares on the day the register is closed.

Since 2014 in Russian companies instead of one general cut-off date, two dates for closing the register in a year are legally approved: separately for participation in the GMS and for the payment of dividends. For Russian issuers traded on the Moscow Exchange, the register for dividends cannot be closed earlier than 10 days and later than 20 days from the date of the shareholders' meeting. For example, in 2016, Megafon closed the register for participation in the OCA on May 11, held a meeting on June 30, and on July 11 determined the recipients of dividends.

A representative of a shareholder may participate in the meeting on the basis of a power of attorney. The shareholder can change it whenever he wants. If one share has several owners, any of them has the right to vote at the meeting.

OCA procedure

Organization of the meeting

Before the meeting, the board of directors approves:

• form, date, place and time of the meeting;
• if the voting is absentee, the postal address to which the shareholders must send completed ballots, or the address of the site with electronic ballots, and the deadline for their acceptance;
• the date on which the participants of the GMS are determined;
• agenda;
• the date by which it is possible to nominate candidates to the governing and supervisory bodies, if this issue is on the agenda;
• procedure for notifying participants;
• documents that the shareholder can familiarize with before the meeting, and the method of their submission;
• the form and text of the ballot paper, if required, and the wording of the resolutions of the issues.

Shareholders are informed that the meeting will take place by registered mail not less than 20 days, and in the company being reorganized - 30 days before the meeting. Participants are notified by e-mail, announcement on the company's website or SMS if these methods are prescribed in the charter. At the same time, shareholders get access to materials that can help them prepare for the meeting: reports, information about candidates for governing and executive bodies, draft internal documents and decisions of the GMS. They can be found on the Internet or at the address indicated in the message.

If a shareholder owns two or more percent of voting securities, he may propose issues for the agenda of the general meeting and candidates for governing and supervisory bodies. He puts forward proposals within 30 days from the end of the reporting year, unless this is contrary to the charter. In a reorganized company, the term is different - 45 days before the meeting. The number of proposed candidates should not exceed the number of persons elected to the relevant body. The Board of Directors considers proposals for no more than 5 days and notifies the participant within 3 days from the moment the decision is made. If the shareholder is refused, he can appeal the decision in court. Management does not have the right to change the proposals of shareholders, but may add its own issues to the agenda or nominate candidates.

It is necessary to determine whether an extraordinary meeting will be held within 40 days, and if members of the board of directors are elected at it, no later than 75 days after the request for convocation was received, unless another period is indicated in the charter. The initiator of the request may apply to the court in case of refusal.

Counting commission and quorum

If the company has more than 100 voting shareholders, the GMS elects a counting commission. It includes at least 3 people, among them there cannot be members of the governing or supervisory bodies. The commission registers participants, answers questions, monitors the voting procedure, and after the meeting counts the votes, draws up a protocol and submits the ballots to the archive. When there are more than 500 shareholders with the right to vote in the company, the duties of the counting commission are transferred to the registrar. It is available at any enterprise with more than 50 shareholders, and maintains a register of shareholders.

The minimum number of participants for a meeting to be considered valid is called a quorum. In the case of the OSA, these must be owners of more than 50 percent of the voting shares of the company. If a quorum is not reached, a second meeting is called with the same agenda. It is sufficient that the owners of at least 30 percent of the voting shares be present. If the company has more than 500 thousand shareholders, the quorum of the repeated meeting may be less.

Voting and results of the meeting

How many voting shares a shareholder owns, how many votes he can give. An exception is cumulative voting, in which the number of votes of each shareholder is multiplied by the number of persons elected to the board of directors. Then the participant gives all the votes to one candidate, or distributes them among several. In the ballot for each issue, the shareholder chooses one solution, otherwise the vote will not be counted.

The minutes of the meeting include the main provisions of the speeches, issues that were discussed at the meeting, and decisions on them. It is compiled within 3 working days, and the results are reported to the participants no later than 4 working days from the moment the AGM ended or the deadline for accepting ballots ended. The results can be announced at the meeting itself.

A shareholder may apply to the court if he did not participate in the meeting or voted against and the decision of the GMS violated his rights. He must submit an application within 3 months from the date he learned or should have learned about the decision and the circumstances due to which he does not agree with the results of the meeting. But the court can leave everything as it is if the vote of the shareholder could not change the results, the violations are minor and the decision did not cause losses to the owner of the shares.

shareholders - owners of preferred shares of the company in cases provided for by this federal law or the charter of a non-public company.

(see text in previous edition)

2. The decision of the general meeting of shareholders on the issue put to the vote shall be adopted by a majority of votes of shareholders - owners of voting shares of the company participating in the meeting, unless otherwise provided for by this Federal Law for the adoption of a decision.

(see text in previous edition)

Counting of votes at a general meeting of shareholders on an issue put to a vote, the right to vote in deciding which shareholders owning ordinary and preferred shares of the company, is carried out for all voting shares jointly, unless otherwise provided by this Federal Law or the charter of a non-public company.

(see text in previous edition)

For each issue put to the vote, only a separate (independent) decision can be made.

(see text in previous edition)

ConsultantPlus: note.

The requirement of paragraph 4 of Art. 49 is not applied when making a decision to increase the bank's authorized capital by placing preferred shares in cases established by law.

4. The decision on the issues specified in subparagraphs 1 - , , , and 19.2 of paragraph 1 of Article 48 of this Federal Law shall be adopted by the general meeting of shareholders by a three-quarters majority of the votes of shareholders - owners of voting shares participating in the general meeting of shareholders, unless otherwise provided this federal law.

(see text in previous edition)

A decision on the issue specified in this Federal Law, which entails the delisting of all shares of the company and all issue-grade securities of the company convertible into its shares, shall be made in the manner provided for in paragraph 3 of Article 7.2

4.1. The decision on the issue specified in Subclause 19.2 of Clause 1 of Article 48 of this Federal Law shall enter into force provided that the total number of shares in respect of which redemption requests have been submitted does not exceed the number of shares that can be redeemed by the company subject to the limitation established by Clause 5 of Article 76 of this Federal Law.

4.2. The decision on the issue of payment (announcement) of dividends on preferred shares of a certain type is made by a majority vote of shareholders - owners of voting shares of the company participating in the meeting. At the same time, the votes of shareholders - owners of preferred shares of this type, cast for voting options expressed in the words "against" and "abstained" are not taken into account when counting votes, as well as when determining the quorum for making a decision on this issue.

5. The procedure for the adoption by the general meeting of shareholders of a decision on the procedure for holding a general meeting of shareholders is established by the charter of the company or internal documents of the company approved by the decision of the general meeting of shareholders.

5.1. The charter of a non-public company may provide for a different number of votes of shareholders - owners of voting shares, necessary for the adoption of a decision by the general meeting of shareholders, which cannot be less than the number of votes established by this Federal Law for the adoption of relevant decisions by the meeting. Relevant provisions may be provided for by the charter of a non-public company upon its establishment or introduced into its charter, amended and (or) excluded from its charter by a decision adopted by the general meeting of shareholders unanimously by all shareholders of the company.

6. The general meeting of shareholders is not entitled to make decisions on issues not included in the agenda of the meeting, as well as change the agenda, unless, when making a decision not included in the agenda of the general meeting of shareholders of a non-public company, or when changing the agenda the general meeting of shareholders of a non-public company was attended by all the shareholders of such a company.

(see text in previous edition)

(see text in previous edition)

7. The shareholder has the right to appeal to the court a decision taken by the general meeting of shareholders in violation of the requirements of this Federal Law, other regulatory legal acts Russian Federation, the charter of the company, if he did not participate in the general meeting of shareholders or voted against the adoption of such a decision and such a decision violated his rights and (or) legitimate interests. The court, taking into account all the circumstances of the case, has the right to uphold the appealed decision, if the voting of this shareholder could not affect the results of voting, the violations committed are not significant and the decision did not cause losses to this shareholder.

An application for invalidating a decision of the general meeting of shareholders may be filed with the court within three months from the date when the shareholder learned or should have known about the decision taken and about the circumstances that are grounds for declaring it invalid. The term for appealing against the decision of the general meeting of shareholders provided for by this paragraph, if it is missed, is not subject to restoration, except for the case if the shareholder did not submit the specified application under the influence of violence or threat.

(see text in previous edition)

state registration one of the companies created by reorganizing the company in the form of division - for the decision of the general meeting of shareholders on the reorganization of the company in the form of division;

inclusion in a single State Register legal entities, records on the termination of the activity of the merging company - for the decision of the general meeting of shareholders on the reorganization of the company in the form of merger;

state registration legal entity created by reorganization of the company - for the decision of the general meeting of shareholders on the reorganization of the company in the form of a merger, separation or transformation;

State registration of an issue (additional issue) of securities - for the decision of the general meeting of shareholders to increase the authorized capital of the company by increasing the nominal value of shares or the placement of additional shares, the decision of the general meeting of shareholders to reduce the authorized capital of the company by reducing the nominal value of shares or the decision of the general meeting of shareholders on splitting or consolidating shares;

acquisition of at least one share - for the decision of the general meeting of shareholders to reduce the authorized capital of the company by acquiring by the company of a part of its own shares in order to reduce their total number or by redeeming shares acquired or redeemed by the company.

The decision of the general meeting of shareholders on the reorganization of the company in the form of a spin-off may provide for a period after which such a decision is not subject to execution in relation to the company being created or the companies being created, the state registration of which was not carried out within this period. In this case, the reorganization of the company in the form of a spin-off shall be considered completed from the moment of state registration within the period provided for by this clause of the last company out of the companies created through such reorganization.

11. When holding a general meeting of shareholders in the form of a meeting (joint presence of shareholders to discuss agenda items and make decisions on issues put to a vote), information and communication technologies can be used to ensure the possibility of remote participation in the general meeting of shareholders, discussion of agenda items and making decisions on issues put to the vote without being present at the place where the general meeting of shareholders is held.

The supreme governing body of the company is the general meeting of shareholders. The company is obliged to hold an annual general meeting of shareholders annually. The annual general meeting of shareholders is held within the time limits established by the charter of the company, but not earlier than two months and not later than six months after the end of the financial year. At the annual general meeting of shareholders, issues on the election of the board of directors (supervisory board) of the company, the audit commission (auditor) of the company, the approval of the auditor of the company, and other issues related to the competence of the general meeting of shareholders may be resolved. Conducted in addition to the annual general meetings shareholders are extraordinary.

The competence of the general meeting of shareholders includes:

1) introduction of amendments and additions to the charter of the company or approval of the charter of the company in a new edition;

2) reorganization of the company;

3) liquidation of the company, appointment liquidation commission and approval of interim and final liquidation balance sheets;

4) determination of the quantitative composition of the board of directors (supervisory board) of the company, election of its members and early termination of their powers;

5) determination of the number, nominal value, category (type) of declared shares and the rights granted by these shares;

6) an increase in the authorized capital of the company by increasing the par value of shares or by placing additional shares, if the charter of the company in accordance with this Federal Law does not place the increase in the authorized capital of the company by placing additional shares within the competence of the board of directors (supervisory board) of the company;

7) reduction of the authorized capital of the company by reducing the nominal value of shares, by acquiring by the company of a part of the shares in order to reduce their total number, as well as by redeeming the shares acquired or redeemed by the company;

8) formation of the executive body of the company, early termination of its powers, if the company's charter does not refer these issues to the competence of the board of directors (supervisory board) of the company;

9) election of members of the audit commission (auditor) of the company and early termination of their powers;

10) approval of the auditor of the company, resolution of other issues provided for by this Federal Law.

Issues related to the competence of the general meeting of shareholders cannot be transferred for decision to the executive body of the company.

Issues related to the competence of the general meeting of shareholders cannot be transferred for decision to the board of directors (supervisory board) of the company. The General Meeting of Shareholders is not entitled to consider and make decisions on issues that are not within its competence by this Federal Law.

shareholders - owners of ordinary shares of the company;

shareholders - owners of preferred shares of the company in the cases provided for by this Federal Law.

Counting of votes at a general meeting of shareholders on an issue put to a vote, the right to vote in deciding which shareholders owning ordinary and preferred shares of the company, is carried out for all voting shares jointly, unless otherwise established by this Federal Law.

The General Meeting of Shareholders is not entitled to make decisions on issues not included in the agenda of the meeting, as well as change the agenda.

The decision of the general meeting of shareholders can be made without holding a meeting (joint presence of shareholders to discuss agenda items and make decisions on issues put to a vote) by holding an absentee vote.

The list of persons entitled to participate in the general meeting of shareholders is compiled on the basis of the data of the register of shareholders of the company. In the event that a special right to participation of the Russian Federation, a constituent entity of the Russian Federation or municipality in management said society("golden share"), this list also includes representatives of the Russian Federation, a constituent entity of the Russian Federation or a municipality.

The announcement of the general meeting of shareholders must be made no later than 20 days, and the notice of the general meeting of shareholders, the agenda of which contains the issue of reorganization of the company, no later than 30 days before the date of its holding.

An extraordinary general meeting of shareholders is held by decision of the board of directors (supervisory board) of the company on the basis of its own initiative, the request of the audit commission (auditor) of the company, the auditor of the company, as well as shareholders (shareholder) who own at least 10 percent of the voting shares of the company as of the date making a claim.

In a company with more than one hundred shareholders owning voting shares of the company, a counting commission is created, the quantitative and personal composition of which is approved by the general meeting of shareholders.

In a company where the registrar is the holder of the register of shareholders, he may be entrusted with the performance of the functions of the counting commission. In a company with more than 500 shareholders owning voting shares, the functions of the counting commission are performed by the registrar.

The composition of the counting commission cannot be less than three people. The counting commission may not include members of the board of directors (supervisory board) of the company, members of the audit commission (auditor) of the company, members of the collegial executive body of the company, the sole executive body of the company, as well as managing organization or manager, as well as persons nominated by candidates for these positions.

The General Meeting of Shareholders is competent (has a quorum) if it was attended by shareholders holding in aggregate more than half of the votes of the placed voting shares of the company.

Shareholders who have registered for participation in it and shareholders whose ballots are received no later than two days before the date of the general meeting of shareholders are considered to have taken part in the general meeting of shareholders. Those who took part in the General Meeting of Shareholders, held in the form of absentee voting, are shareholders whose ballots are received before the deadline for receiving ballots.

In the absence of a quorum for holding the annual general meeting of shareholders, a repeated general meeting of shareholders must be held with the same agenda. In the absence of a quorum for holding an extraordinary general meeting of shareholders, a repeated general meeting of shareholders may be held with the same agenda.

An adjourned general meeting of shareholders is competent (has a quorum) if it is attended by shareholders holding in aggregate at least 30 percent of the votes of the outstanding voting shares of the company. The charter of a company with more than 500,000 shareholders may provide for a smaller quorum for holding a repeated general meeting of shareholders.

Based on the results of voting, the counting commission draws up a protocol on the results of voting, signed by members of the counting commission or a person performing its functions. The protocol on the results of voting is drawn up no later than 15 days after the closing of the general meeting of shareholders or the deadline for accepting ballots when holding a general meeting of shareholders in the form of absentee voting.

Decisions adopted by the general meeting of shareholders, as well as voting results, are announced at the general meeting of shareholders during which the voting was held, or brought to the attention of the persons included in the list of persons no later than 10 days after the compilation of the protocol on the results of voting in the form of a report on the results of voting, having the right to participate in the General Meeting of Shareholders, in the manner prescribed for the notification of the General Meeting of Shareholders.

The procedure for holding a meeting of shareholders is of considerable importance for giving legitimacy to decisions of shareholders and is regulated in some detail legislative acts. The role of the meeting of shareholders, as well as the rules for convening and holding it, will be discussed in this article.

Legislation on the meeting of shareholders. Competence of the general meeting

The General Meeting of Shareholders (GMS) is a body that allows shareholders to exercise their right to participate in the management of a corporation. Every year the company is obliged to conduct an annual (regular) AGM. Meetings other than the regular one are extraordinary and are held to resolve certain issues that cannot be postponed until the annual AGM.

The OCA is subject to a mandatory, strictly formalized procedure, which is regulated by:

• law "On joint-stock companies» dated December 26, 1995 (as amended on April 23, 2018) No. 208-FZ (hereinafter referred to as the JSC Law);

"Regulations on General Meetings of Shareholders", approved. Bank of Russia dated November 16, 2018 No. 660-P (hereinafter referred to as Regulation No. 660-P).

The competence of the general meeting of shareholders of any corporation is determined by the charter, taking into account the requirements of the law, including the presence (absence) of its sign of publicity. In general, the annual OCA summarizes the results of the corporation's work in the past year and adopts key corporate solutions, such as (paragraph 3, paragraph 1, article 47 and subparagraphs 11, 11.1, paragraph 1, article 48 of the JSC Law):

• recruitment of the board of directors (supervisory board), audit commission (auditor);
• adoption of annual financial statements;
• funding of income, including for the payment of dividends, etc.

Powers of the body organizing the OCA

As a rule, the board of directors/supervisory board is responsible for the organization of the GMS in a JSC (Subclauses 2, 3, 4, Article 65 of the JSC Law). If this body is not formed in the company, and also if the number of shareholders in it is less than 50, the powers related to the GMS are assigned to the body specified in the charter (clause 1, article 64 of the JSC Law).

The legislator has identified issues that need to be addressed in preparation for the event:

• The form of its holding is the joint presence of participants or absentee voting (Article 50 of the JSC Law). Absentee voting is used for extraordinary meetings at which issues are discussed that are not included in the exclusive competence of the annual GMS (paragraph 2 of article 50). It is also allowed to hold events in full-time and in absentia form (clause 105 of the Resolution of the Plenum of the Armed Forces of the Russian Federation “On the application by the courts ...” dated June 23, 2015 No. 25);
• where, when and what time the event will take place (article - "New clarifications of the Central Bank of the Russian Federation on the place and time of the general meeting of shareholders");
• notification of participants about the upcoming event;
• the content of the agenda, taking into account the proposals of the shareholders (Article 53 of the JSC Law, see details below);
• the content of the voting ballot, if it is planned to vote by ballots;
• other issues indicated in paragraph 1 of Art. 54 of the JSC Law.

It is expedient to specify all the nuances of holding an AGM, both annual and extraordinary, during internal document companies.

Participation of shareholders in the preparation of the annual GMS

Based on the provisions of paragraph 1 of Art. 53 of the JSC Law, when developing the agenda, the organizer annual meeting shareholders must consider and take into account the proposals of shareholders owning at least 2% of the voting shares of the company. These persons have the right to offer:

• questions for discussion at the meeting;
• nominees to the management bodies of the company.

The legislator has fixed the requirements that a shareholder (shareholders) must fulfill in order to exercise this right:

• it is necessary to clearly formulate each submitted question, and when nominating a candidate, provide data about him listed in the charter (internal document) of the company, and his written permission to nominate (clause 2.18 of regulation No. 660-P);
• the document must contain information about the applicant (name, title) and shares owned by him (number, category), and be certified by his signature;
• 30 days after the end of the reporting year are allotted for making a proposal, a different period may be specified in the company's charter (clause 1, article 53 of the JSC Law).

Documents received from shareholders are discussed within 5 days. The board of directors (other authorized body) in a number of cases, the exhaustive list of which is set out in paragraph 5 of Art. 53 of the JSC Law, may reject the offer of the shareholder. A reasoned refusal is sent to the latter no later than 3 days from the date of its acceptance (clause 6, article 53). Such a decision can be appealed in court (paragraph 2, clause 6, article 53).

Notification of shareholders about the meeting

The legislator established the need for advance notice of the annual general meeting of shareholders. According to paragraph 1 of Art. 52 of the JSC Law, this should be done 20 days before the event or:

• 30 days in advance if it is planned to discuss the issue of reorganization of the company;
• 50 days if it is planned to discuss a merger, division, spin-off of a JSC or election of a board of directors.

Information about the upcoming event is sent to each addressee by registered mail or handed over personally against receipt. The charter of the company may provide for other forms of notification of interested parties (clause 1.2, article 52 of the JSC Law).

In paragraph 2 of Art. 52 of the JSC Law lists information that must be included in the notification, including an indication of the place and procedure for preliminary familiarization with documents related to issues planned for discussion at the meeting (clause 3, article 52). These provisions are imperative.

Violations related to informing shareholders may serve as grounds for invalidating the decisions of the GMS in court (clause 24 of the Resolution of the Plenum of the Supreme Arbitration Court of the Russian Federation “On Some ...” dated November 18, 2003 (as amended on May 16, 2014) No. 19).

Procedure for holding a general meeting of shareholders

The next OSA is held within the time limits determined by the charter of the company, but not earlier than 2 and not later than 6 months after the end of the financial year (clause 1, article 47 of the JSC Law). The place and time of the event must correspond to those specified in the notice brought to the attention of all participants.

Registration of participants is carried out by a counting commission, or a registrar, or another person endowed with appropriate powers (clause 1, article 56 of the JSC Law). The GMS will have a quorum if it was attended by shareholders owning at least half of the votes of the placed voting shares of the company (Clause 1, Article 58 of the JSC Law).

An event opens when the number of registered persons allows a decision to be made on at least one of the agenda items (clause 4.12 of Regulation No. 660-P).

By general rule The OCA is headed by the chairman of the board of directors (clause 2, article 67 of the JSC Law). The secretary of the meeting keeps minutes, fixing in it all the main points of the event (clause 4.32 of regulation No. 660-P).

Decisions are announced directly at the event and/or brought to the attention of shareholders in the report on the voting results. The event is closed after the announcement of decisions or after the end of the time necessary to take into account opinions on the issues under discussion.

IMPORTANT! Decisions of the GMS, adopted in violation of the procedure for their adoption, including violation of the powers of the general meeting of shareholders, are void (clause 10, article 49 of the JSC Law).

OSA Protocol

Attached to the protocol:

• protocol on voting results signed by authorized persons (clause 4.34 of regulation No. 660-P);
• documents that were adopted or approved at the meeting.

The minutes of the GMS are prepared in 2 copies within 3 working days after the end of the event. The document must be certified by the signature of the chairman and secretary of the meeting (clause 1, article 63 of the JSC Law).

Extraordinary OCA

Features of organizing an extraordinary meeting of shareholders are fixed in Art. 55 of the JSC Law. The initiators of the meeting may be the entities specified in clause 1 of the said article, including shareholders holding at least 10% of the voting shares of the company.

The request to convene an extraordinary AGM must be clearly worded for each item introduced. It may contain formulated decisions on the stated items and proposals on the form of the meeting. The document emanating from the shareholders must also indicate the full name (name) of the shareholder and information about the shares (category, number), and their signatures.

The authorized body organizes an extraordinary event, for which it is given 40 days from the request. If the issue of electing members of the board of directors is raised, this period is extended to 75 days.

As established by paragraph 6 of the above article, to make a decision to convene (refuse to convene) an extraordinary GMS, 5 days are given from the date of the request. The grounds for refusal are set out in the same paragraph. The untimely adoption of a decision to hold an AGM or a refusal to hold it allows the company to be compelled in court to hold an extraordinary AGM.

Thus, a detailed regulation of actions to determine powers, the procedure for convening and holding a meeting of shareholders makes it possible to ensure compliance with the requirements of the law and the rights of shareholders.