The General Meeting of Mechel PAO’s Shareholders is the top management authority for the Company. The shareholders’ meeting (or that of their authorized representatives) decides on the most basic and key issues of the company’s activity. Mechel PAO’s Charter defines those matters that refer to the competence of the Shareholders’ General Meeting. The top management authority enables the company’s shareholders to influence Mechel PAO’s policies, by exercising their right to participate in the Shareholders’ Meeting and vote on the meeting’s agenda issues.
The procedure of holding the Shareholders’ General Meeting is set forth in accordance with the current Russian law, NYSE corporate management requirements and the company’s local norms, and ensures protection for the rights of Mechel PAO’s shareholders.
Every year, the company holds an annual Shareholders’ General Meeting no earlier than two months after the financial year’s end and no later than six months since the financial year’s end. Extraordinary meetings are held if necessary. Shareholders (who hold depositary receipts through certain procedures) that represent a total of 10% shares, may call for a shareholders’ general meeting, citing the agenda they offer for such a meeting.
The company seeks to ensure the highest possible level of protection for its shareholders’ right to take part in its management. To that end, the company informs all shareholders of the forthcoming general meetings no less than 30 days in advance, though the federal law on joint stock companies requires only 20 days notice, in order to enable shareholders to receive all information in time to formulate their position on the meeting’s agenda. The notice on holding a shareholders’ meeting may be sent to each person that has the right to participate not only by simple mail (or by handing the notice to each such person as verified by their signature), but also published in the Rossiyskaya Gazeta newspaper and the company’s website. Additional notices may include an electronic form of the notice, as well as other media such as television and radio, and the Internet. Apart from information specified in the law on joint stock companies, the notice also includes additional information, such as registration procedures for the shareholders and their representatives.
Besides the notice, shareholders are also sent voting bulletins. A shareholder may take part in the meeting either by mailing the completed poll to the company’s address or by personally taking part in the shareholders’ general meeting and voting there. If a shareholder opts to send a completed poll, his voice will be taken into account when the results are counted.
The right of access to documents is an important part of a shareholder’s right to participate in the company’s management. In accordance with the federal law on joint stock companies, the company ensures access to information materials for the meeting and offers their copies to shareholders upon request. In addition, information materials due those persons that have the right to take part in the shareholders’ general meeting, are published on Mechel PAO’s website in preparation for the meeting. Such information and materials are offered in Russian and in English.
The document that sets forth procedures for preparing, calling and holding the shareholders’ general meetings is the Bylaw on Mechel PAO Shareholders’ General Meeting.
The company guarantees its shareholders strict observance of their rights as set forth in current Russian law, the company’s charter and other local norms, as well as NYSE’s corporate requirements.