The General Meeting of Shareholders is MegaFon’s main governing body. Under the Company’s Charter and applicable Russian laws, shareholders’ participation is required in decision-making on some of the more important corporate matters, including profit distributions and approval of major transactions.
The procedure for holding General Meetings of Shareholders is set out in the Regulations on the General Meeting of Shareholders, available on the Company’s website at Company's website.
The annual General Meeting of Shareholders must be held once a year, not earlier than three months and not later than six months after the end of the fiscal year.
In 2015, the annual General Meeting of Shareholders was held on 30 June in the form of a face-to-face meeting of shareholders. The total number of votes held by persons entitled to take part in the annual General Meeting was 620,000,000 (the number of votes for cumulative voting was 4,340,000,000). The holders of shares and GDRs entitled to cast 90.1% of the total number of votes took part in the meeting.
Resolutions approved by the annual General Meeting of Shareholders were as follows:
In between annual General Meetings, MegaFon may sometimes hold extraordinary General Meetings of Shareholders. The decision to convene an extraordinary meeting is made by the Board of Directors – either on its own initiative or at the request of the Revision Commission, the independent auditor, or shareholders holding at least 10% of the Company's voting shares.
In 2015, MegaFon held four extraordinary General Meetings of Shareholders: on 19 January, 13 April, 20 April, and 11 December, all of which were held by absentee voting.
Key resolutions approved by the extraordinary General Meetings of Shareholders were as follows:
Detailed information on extraordinary General Meetings of Shareholders held in 2015 is available on the Company's website.