General Shareholders Meeting
In compliance with Federal Law on Joint Stock Companies No. 208-FZ and Clause 14.1, Article 14 of Gazprom's Articles of Association, the General Shareholders Meeting is the supreme governing body of the Company.
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Clause 15.1, Article 15 of Gazprom's Articles of Association determines the issues falling within the competence of the General Shareholders Meeting.
In compliance with the Federal Law on Joint Stock Companies and Gazprom's Articles of Association, the shareholders may participate in the General Shareholders Meeting entitled to vote on all issues falling within its competence.
Right to participate in General Shareholders Meeting
The shareholders included into the list of persons entitled to participate in the General Shareholders Meeting of Gazprom, compiled by the holder of the Company's Shareholders Register in accordance with the data present in its records of the rights to securities and the data received from nominal holders, have the right to participate in the General Shareholders Meeting.
The date of compiling the list of persons entitled to participate in the General Shareholders Meeting is set by Gazprom's Board of Directors during the preparations for the General Shareholders Meeting.
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The date on which the persons entitled to participate in the General Shareholders Meeting of the Company are determined (recorded) shall not be earlier than 10 days from the date of making a resolution to hold the General Shareholders Meeting and shall not be more than 25 days prior to the General Shareholders Meeting date, and in the case envisaged in Clauses 2 and 8, Article 53
The right to participate in the annual and/or extraordinary General Shareholders Meeting shall be exercised by a shareholder either personally or via a representative. A voting proxy (issued by shareholders being either legal entities or individuals) shall be made and formalized according to the requirements of Clauses 3 and 4, Article 185.1 of the Civil Code of the Russian Federation, or notarized according to the requirements of Article 57.1 of the Federal Law on Joint Stock Companies.
Information about holding General Shareholders Meeting
In compliance with Clause 21.1, Article 21 of Gazprom's Articles of Association, the notice of holding the General Shareholders Meeting shall be given not later than 30 days prior to the date of the Meeting.
In cases provided for by Clauses 2 and 8, Article 53
Proposals on agenda of General Shareholders Meeting
Shareholders (shareholder) holding in the aggregate not less than 2 per cent of Gazprom's voting shares are entitled to put items on the agenda of the annual General Shareholders Meeting and nominate candidates to the Board of Directors and the Audit Commission in the quantity not exceeding the number of members of the relevant body.
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Such proposals shall be submitted to Gazprom within 30 days after the end of the reporting year.
If the proposed agenda of the extraordinary General Shareholders Meeting contains the issue of electing the Members of the Board of Directors, Gazprom's shareholders or shareholder holding in the aggregate no less than 2 per cent of voting shares are entitled to nominate candidates to the Board of Directors in the quantity not exceeding the number of members of this governing body.
Such proposals shall be submitted to Gazprom not later than 30 days prior to the date of holding the extraordinary General Shareholders Meeting.
The procedure of documenting the proposals for the agenda of the General Shareholders Meeting is determined by the Federal Law on Joint Stock Companies, Gazprom's Articles of Association, the Procedure for Documenting Shareholder Proposals and Requests Related to the Convocation of the General Shareholders Meeting of Gazprom (the current version is approved by the Gazprom Board of Directors' Resolution No. 2872 dated December 22, 2016).
On forms of holding General Shareholders Meeting
The Federal Law on Joint Stock Companies provides for two forms of holding General Shareholders Meeting:
- meeting (joint attendance of shareholders for discussing agenda items and making decisions on items put on vote);
- absentee voting (without holding a meeting).
The general rule is that the General Shareholders Meeting cannot be held in the form of absentee voting if its agenda includes the following items:
- on electing the Company's Board of Directors (Supervisory Board) Members;
- on electing the Company's Audit Commission Members;
- on approving the Company's Auditing Firm;
- on approving the Company's Annual Report and annual Accounting (Financial) Statements.
On procedure for voting on agenda items of General Shareholders Meeting
The procedure for voting on the agenda items of the General Shareholders Meeting of Gazprom is determined by the Federal Law on Joint Stock Companies and Gazprom’s Articles of Association.
The General Shareholders Meeting resolution on any issue put to vote shall be adopted by a simple majority of votes of the shareholders holding voting shares in the Company, who take part in the General Shareholders Meeting, unless the Federal Law on Joint Stock Companies envisages otherwise for the resolution adoption.
The resolution on the issues specified in Sub-Clauses 2, 6 and 14–19, Clause 1, Article 48
The resolution on the issues specified in Sub-Clauses 1–3, 5, 16, 17 and 19.2, Clause 1, Article 48
The resolution on the issue specified in Sub-Clause 19.2, Clause 1, Article 48 of the Federal Law on Joint Stock Companies, the adoption of which entails de-listing of all shares of the Company and all convertible securities of the Company, shall be adopted in accordance with the procedure provided for by Clause 3, Article 7.2
The resolution on the approval of entering into, or post factum approval of, a major transaction for the property valuated at over 50 per cent of the Company’s assets book value shall be adopted by the General Shareholders Meeting by the three fourths majority of votes of the shareholders holding voting shares, who take part in the General Shareholders Meeting (Article 79
The resolution on the approval of entering into a related party transaction shall be adopted by the General Shareholders Meeting in the cases specified in Clause 4, Article 83
In a public company, the resolution on the issue specified in Clause 1, Article 92.1