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

1
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
adoption of a decision regarding payment (declaration) of dividend according to the results of the first quarter,
first six or nine months of the year of the financial year;
determination of the procedure for conducting the Company’s General Shareholders’ Meeting;
share splitting and consolidation;
decisions on approval of transactions as provided for by Art.83 of the Law;
decisions on approval of large-scale transactions as provided for by Art.79 of the Law;
acquisition by the Company of placed shares as provided for by the Law;
decisions on participation in holding companies, financial and industrial groups, associations and other
conglomerations of business entities;
approval of internal regulations governing the activities of the Company’s bodies;
decisions on other matters as provided for by the Law.
* - “Law” is the Federal Law “On Joint Stock Companies”.
The Annual General Shareholders Meeting will be held on 25th April 2008 at 10:00 at the address:
The OJSC MMK’s Central Control Laboratory, ul.Kirova 91, Magnitogorsk, Chelyabinsk Region, Russia.
Registration will start at 09:00.
Information on the Board of Directors
The OJSC MMK’s Board of Directors consists of 10 members, 5 of which are independent.
The Chairman of the Board of Directors is Victor F. Rashnikov
The Deputy Chairman of the Board of Directors is Guennadi S. Senichev (Andrei A. Morozov before 14.12.2007)
The following matters are within the competence of the Board of Directors:
determination of priorities of the Company’s activity;
calling of annual and extraordinary general meetings of the Company’s shareholders, except as provided for by
paragraph 8 of Article 55 of the Law;
approval of the general shareholders’ meetings’ agenda;
setting the date for making the list of shareholders entitled to participate in the general meeting, and other
matters within the competence of the Board of Directors pursuant to Article VII of the Law and related to the
preparation for and conduct of the general shareholders’ meeting;
increase of the Company’s authorized capital by the placement of additional shares of the Company within the
number and categories of declared shares through contributing the Company’s property assets, whereby the
placement is carried out by distribution among the Company’s shareholders.
increase of the Company’s authorized capital by the placement of additional ordinary shares of the Company’s
within the number and categories of declared shares through open subscription in an amount of 25% or less of
the previously placed ordinary shares of the Company;
increase of the Company’s authorized capital by the placement of additional preferred shares of the Company’s
within the number of this category of declared shares through open subscription;
issue and placement of the Company’s bonds, shares and other issued securities as provided for by the Law;
decisions regarding placement of bonds convertible into shares, or other securities convertible into shares;
determination of the price (monetary valuation) of property, and of placement and repurchase prices of issued
securities in cases provided for the Law;
acquisition of shares placed by the Company in accordance with Paragraph 2 of Article 72 of the Law;
acquisition of shares, bonds and other securities placed by the Company as provided for by the Law; 11.7.13
decision regarding disposition of shares held by the Company;
constitution of the collective executive body (Management Board) of the Company and early termination of its
mandate;
determination of the terms and conditions of a contract with the General Director (individual executive body),
members of the collective executive body, the Management Board, and the managing entity (manager);
decision regarding suspension of the authority of the individual executive body, the General Director, and
appointment of a provisional individual executive body of the Company;
recommendations to the general shareholders’ meeting concerning the amount of remuneration and
compensation to the members of the Board of Directors;