General Meeting of Shareholders

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:

• approval of the Company's 2014 Annual Report;
• approval of the 2014 annual accounting statements, including profit and loss statements;
• distribution of the Company's profits and losses based on the 2014 financial year results, including dividend payment (declaration), determination of the amount of dividends payable on shares, and the payment method and procedure;
• election of the Board of Directors;
• approval of the size of the Management Board, and election of its members;
• approval of an independent auditor;
• election of the Revision Commission;
• approval of the new version of the Company's Charter (Version No. 4);
• election of the Company's Chief Executive Officer;
• election of the Company's Chief Operating Officer.

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:

• approval of related-party transactions;
• approval of amendments to the Company's Charter;
• election of I.V. Tavrin as the Company’s Chief Executive Officer, with a term of office till the date of the Annual General Meeting of the Company's Shareholders in 2015;
• declaration of dividends for the first nine months of 2015, including the determination of the amount of dividends payable, and of the payment method and procedure.

Detailed information on extraordinary General Meetings of Shareholders held in 2015 is available on the Company's website.