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Annual report 2007 - Magnitogorsk Iron & Steel Works ...

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Director for Corporate<br />

Integration Policy<br />

Director for Security<br />

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ANNUAL REPORT OPEN JOINT-STOCK COMPANY MAGNITOGORSK IRON & STEEL WORKS<br />

SEASON <strong>2007</strong><br />

1 Development of the MMK Group’s integrated corporate structure.<br />

Creation and development of a corporate management center.2<br />

Protection of OJSC MMK’s shareholders’ property rights and the<br />

rights of companies with OJSC MMK’s participation.3 Planning<br />

and implementation of corporate integration (M&A) projects .4<br />

Ensuring a rational structure of the Company’s property, efficient<br />

capital movement and access to stock markets.5 Improvement and<br />

efficient operation of the OJSC MMK’s Risks Management System.<br />

1 Ensuring security of OJSC MMK’s and the MMK Group’s activities.<br />

Protection and safeguarding OJSC MMK’s and the MMK Group’s<br />

property.2 Maintenance of the internal and external organizational<br />

stability of OJSC MMK and the MMK Group.3 Forecasting and<br />

prevention of threats to the OJSC MMK’s interests and development<br />

of measures for their localization.4 Coordination of the MMK Group’s<br />

security services activities.5 Ensuring efficient operation of the OJSC<br />

MMK’s economic security system.<br />

Information on the General Shareholders’ Meeting<br />

The following matters are within the competence of the general shareholders meeting:<br />

amendments and additions to the Charter of the Company or approval of the revised Charter, except as<br />

otherwise provided for by the Law;<br />

reorganization of the Company;<br />

liquidation of the Company, appointment of the liquidation committee and approval of the interim and final<br />

liquidation balance sheets;<br />

determination of the Board of Directors’ composition, election of its members and early termination of their<br />

mandate;<br />

setting the amount of remuneration or compensation to be paid to the members of the Board of Directors;<br />

determination of the quantity, par value, categories (types) of declared shares and the rights granted by such<br />

shares;<br />

increase of the Company’s authorized capital by raising the shares’ par value;<br />

increase of the Company’s authorized capital by placing additional shares within the quantity of declared<br />

shares, by closed subscription;<br />

increase of the Company’s authorized capital by placing, by closed subscription, of additional shares within the<br />

quantity of declared shares ;<br />

increase of the Company’s authorized capital by placing, by open subscription, of ordinary shares accounting<br />

for over 25% of the ordinary shares placed earlier;<br />

reduction of the authorized capital of the Company by decreasing the shares’ par value, acquisition by the<br />

Company of a part of shares for the purpose of reducing their total number, or by cancellation of the shares<br />

acquired or bought back by the Company;<br />

constitution of the individual executive body (General Director) and early termination of its mandate;<br />

adoption of a decision regarding transfer of the authority of the individual executive body of the Company to a<br />

managing entity or a manager;<br />

election of the members of the Internal Audit Committee and early termination of their mandate;<br />

setting the amount of remuneration or compensation to be paid to the members of the Internal Audit<br />

Committee;<br />

approval of the Company’s Auditor;<br />

approval of the Company’s annual financial statements and accounting <strong>report</strong>s, including profit and loss<br />

accounts, and distribution of the Company’s profit (including payment (declaration) of dividends, with the<br />

exception of profit distributed as dividend after the first quarter, first six or nine months of the financial year)<br />

and losses of the Company after the end of the financial year;<br />

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