General meeting of shareholders

The General Meeting of Shareholders holds the exclusive authority to:

• Approve amendments and additions to the Company’s Charter, or adopt a new version thereof;
• Approve the Corporate Governance Code, along with any amendments and additions;
• Adopt decisions on the voluntary reorganisation or liquidation of the Company;
• Approve an increase in the number of authorised shares or changes to the type of unplaced authorised shares;
• Determine the terms and procedure for converting the Company’s securities, as well as make changes thereto;
• Approve the issuance of securities convertible into the Company’s ordinary shares;
• Approve the exchange of placed shares of one type for another, including the terms, timing, and procedure for such exchange;
• Determine the composition and term of the Counting Commission, elect its members, and terminate their powers early.
• Determine the number and term of office of the Board of Directors, elect its members, and terminate their powers early; establish the amount and terms of remuneration and reimbursement of expenses for Board members in the course of fulfilling their duties;
• Appoint the audit firm to conduct the Company’s audit;
• Approve the Company’s annual financial statements;
• Approve the procedure for distributing the Company’s net income for the reporting financial year, decide on the payment of dividends on ordinary shares, and approve the dividend amount per ordinary share;
• Decide on the payment of interim dividends (quarterly or semi-annually), the distribution of retained earnings, and approve the amount of dividends per ordinary share;
• Decide not to pay dividends on the Company’s ordinary shares;
• Approve the voluntary delisting of the Company’s shares;
• Approve the Company’s participation in the establishment or operations of other legal entities, or its withdrawal from such participation through the transfer (or receipt) of one or more asset segments totalling 25 % or more of the Company’s total assets;
• Determine the method for notifying shareholders of the convening of a General Meeting;
• Approve changes to the share buyback valuation methodology used in the unlisted market (or approve the methodology itself, if not previously approved by the founding meeting), in accordance with applicable law;
• Approve the agenda of the General Meeting;
• Determine the procedure for providing shareholders with information about the Company’s operations, if not already defined in the Charter;
• Introduce or cancel a “golden share”;
• Approve major transactions where the acquisition or disposal of assets equals or exceeds 50 % of the total book value of the Company’s assets at the time of the decision;
• Approve the Company’s dividend policy;
• Decide on any other matters assigned to the exclusive competence of the General Meeting of Shareholders under applicable law or the Charter.

The procedure for conducting the General Meeting of Shareholders ensures that all shareholders have equal opportunities to exercise their rights to participate. Shareholders may vote either in person or by proxy granted to a third party. The meeting regulations are designed to allow sufficient time and opportunity for shareholders to thoroughly discuss agenda items and to make well-informed decisions.