MINUTES №1
general meeting
JSC Concern "Kalina"
Ekaterinburg 18 April 2004
Place of carrying out:
JSC Concern "Kalina"
Ekaterinburg,
80 Komsomolskaya str.
Time of beginning of registration
8:30
Time of finishing of registration
8:30
Total votes of shareholders according to list of shareholders is 8364908, including 8364908 voting..
The number of votes participating in general meeting is 7413913,
that amounts 88,6%.
Chairman: A. Y. Petrov
Secretary: D. A. Argunov
AGENDA:
1.Election of counting commission.
2. Outcomes of operations of JSC Concern "Kalina" in 2003 and perspectives for 2004. Approval of annual report, balance sheet, income statement, cash flow. Consequence of auditors and inspection commission.
3. About dividends paying at outcomes of operating for the second half of 2003. Approval of their amount and terms of paying.
4. Election of General Director.
5. Election of the board of Directors.
6. Election of inspection commission..
7. Approval of auditors of the Company
The meeting was opened by the chairman A. Petrov offering to elect Dmitry Argunov as secretary for conducting the minutes.
The decision was approved unanimously.
Standing order is approving
Permission to speak about the order of bulletins filling is given to Elena M. Semchenko
Alexander Petrov informed that 3 applications not to be a member of counting commission came from:
- Lidiya A. Kazanceva
- Galina V. Makarova
- Tatiana V/ Kolesova
To appropriate request of article 56 of the Law "About joint-stock companies" which demands counting commission to consist of at least 3 person, it is necessary to elect new makeup of counting commission. Alexander Petrov offers to elect new counting commission consisting of 3 person for 1 year.
- Elena Michailovna Semchenko
- Olga Vasilyevna Gorelik
- Natalya Yuryevna Filinkova
Voting results:
Affirmative votes - 7413913 votes
Negative votes - none
Abstentions - none
The decision was approved unanimously.
On the second issue it was listened to:
Alexander Petrov;
Dmitry Kudin;
Tatiana Babina - chief accountant
There were no questions to reporters
It is offered to vote for the decision as follows:
"To approve annual report, balance sheet, income statement, audit conclusion for 2003, using in 2003 net income amounting 544 496 006 (five hundred forty four million, fore hundred and ninety six thousand, six) rubles, including 16 729 816 (sixteen million seven hundred twenty nine thousand and eight hundred sixteen ) rubles to pay dividends a the outcomes of the first half of 2003"
The rest income to direct for:
- paying dividends at the outcomes of the second half of 2003 - 46 006 994 rubles.
Voting results:
Affirmative votes - 7413913 votes
Negative votes - none
Abstentions - none
The decision was approved unanimously.
On the third issue was listened to Alexander Petrov, who offered to discuss paying dividends at the outcomes of the second half of 2003 at amount of 5 rubles 50 kopecks per one ordinary share.
It is proposed to vote for decision:
" - to approve amount of dividends for the second half of 2003, 5 rubles 50 kopecks per ordinary share
- To pay dividends in currency
- To pay dividends within 30 days since the notice about the meeting ".
Voting results:
Affirmative votes - 7520342 votes
Negative votes - 504 votes
Abstentions - none
The decision as follow is taken:
" - to approve amount of dividends for the second half of 2003 , 5 rubles 50 kopecks per ordinary share
- To pay dividends in currency
- To pay dividends within 30 days since the notice about the meeting ".
On the fourth issue it was listened to Alexander Petrov who informed the meeting about necessity to elect General Director of JSC Concern "Kalina" for 3 years and who proposed in the name of the Board of Directors to elect for coming three years current General Director - Timur R. Goryayev.
After discussion this matter it is offered to vote for the decision as follows: "To elect Timusr R. Goryayev as General Director of JSC Concern "Kalina" for 3 years."
Voting results:
Affirmative votes - 7413913 votes
Negative votes - none
Abstentions - none
The decision as follow is taken:
"To elect Timusr R. Goryayev as General Director of JSC Concern "Kalina" for 3 years."
On the fifths issue it was listened to Alexander Petrov who informs the meeting about election of members of the Board of Directors and proposes candidates:
Timur Goryaev - General Director of JSC Concern "Kalina" ,
Nikolay Geller - Director of development of JSC Concern "Kalina"
Elena Petrichenko -producing director of JSC Concern "Kalina";
Alexander Petrov - chief financial officer of JSC Concern " Kalina";
Johan Vreeman - independent candidate;
Mikhail G. Delyagin - independent candidate;
Philippe Der Megreditchian - European Bank of Reconstruction and Development
Yan Dawijngaert - European Bank of Reconstruction and Development;
After discussion, this matter it is put for voting
Voting results:
Affirmative votes:
Timur Goryaev - 5852673 votes
Nikolay Geller - 5793814 votes
Elena Petrichenko - 34513 votes
Alexander Petrov - 5851122 votes
Mikhail G. Delyagin - 5780814 votes
Johan Vreeman - 5787418 votes
Philippe Der Megreditchian - 11410336 votes
Yan Dawijngaert - 11386701 votes
The decision as follow is taken: " to elect as members of the Board of Directors candidates as foolow:
Timur Goryaev - General Director of JSC Concern "Kalina" ,
Nikolay Geller - Director of development of JSC Concern "Kalina"
Alexander Petrov - chief financial officer of JSC Concern " Kalina";
Johan Vreeman - independent candidate;
Mikhail G. Delyagin - independent candidate;
Philippe Der Megreditchian - European Bank of Reconstruction and Development
Yan Dawijngaert - European Bank of Reconstruction and Development;"
On the sixth issue it was listened to Alexander Petrov who offered to elect in inspection commission candidates:
Dmitry Kudin - vice-director of JSC Concern "Kalina";
Vadim Uzberg - European Bank of Reconstruction and development;
Nataya Sevastyanova - deputy head of economy department ".
After discussing and answering questions the decision "To elect as members of the Inspection Commission of Concern "Kalina" above mentioned candidates" was offered for voting.
Voting results:
Voting results:
Affirmative votes - 1740396 votes
Negative votes - none
Abstentions - none
Votes of members of the Board of Directors and votes of management were not taken into consideration at counting votes for this meter.
The decision as follow is taken:
"To elect as members of the Inspection Commission of JSC Concern "Kalina" follow candidates:
Dmitry Kudin;
Vadim Uzberg;
Nataya Sevastyanova "
On the seventh issue it was listened to Alexander Petrov as a member of the Board of Directors who offered to approve as the auditor of the Company LC "Audit centre "Ural-Audit".
It is offered to vote for the decision as follows: " to approve as the auditor of the Company LC "Audit centre "Ural-Audit."
Voting results:
Voting results:
Affirmative votes - 7413913 votes
Negative votes - none
Abstentions - none
The decision as follow is taken:
" to approve as the auditor of the Company LC "Audit centre "Ural-Audit."
The agenda is over.
The meeting is declared to be closed. It is proposed to hand bulletins in the accounting commission.
Chairman: /Alexander Petrov/
Secretary : /Dmitry Argunov/
