21st Jun 2007 13:00
OJSC Polyus Gold21 June 2007 The General Shareholders' Meeting OJSC Polyus Gold will resolve on theamendments to the Charter OJSC Polyus Gold on the meeting scheduled for June 29,2007. The proposed amendments are highlighted in gray. Amendments to the Charter Open Joint Stock Company Polyus Gold 1. To amend the Article 5.3. of the Charter OJSC Polyus Gold, as follows: "5.3. The shareholders (shareholder) holding no less than two percent of thevoting shares of the Company shall have the right to submit questions for theagenda of the Annual and Extraordinary General Shareholders' Meetings as well asnominate candidates to be elected to the Board of Directors and to the AuditCommission of the Company, within the limits established by the Federal Law.Proposals for the agenda of the Annual General Shareholders' Meeting and a listof nominated candidates to the Board of Directors and to the Audit Commission ofthe Company shall be submitted to the Company no later than 45 days after theend of the fiscal year. Nomination by shareholders (shareholder) of candidatesfor the Company's Board of Directors, the Audit Commission (hereinafter referredto as the Audit Commission), in addition to the information defined by Article53 paragraph 4 of the Federal Law, shall also contain the following informationabout the candidates: - Full name; - Date of birth; - Education; - Employment record for the last five years; - Criminal record in financial crimes or crimes against the state; - Number of Company's shares owned by the candidate; - List of all positions occupied by the candidate in management bodies of otherlegal entities (specifying the full names of such legal entities and dates whenthe candidate took the position); - Candidate's written consent to ballot to the respective body". 2. To add to the Article 5.4. of the Charter OJSC Polyus Gold the followingabstract: "If the proposed agenda of an Extraordinary General Shareholders' Meeting of theCompany contains item on election of the Board of Directors' members and/or itemon reorganization of the Company by merger, spin-off or division and the item onelection of the members of board of directors (supervisory board) of a company,created in reorganization by merger, spin-off or division, the notification onthe convening of an Extraordinary General Shareholders' Meeting shall be madenot later then 70 days prior to the date". 3. To amend the Article 5.6.3. of the Charter OJSC Polyus Gold, as follows: "5.6.3. Date, place, time of the Shareholders' Meeting (including the openingtime of shareholders' registration), and in the event when, in accordance withArticle 60.3 of the Federal Law, filled-in ballots may be sent to the Company,then the postal address for the filled-in ballots to be sent or, in the eventthe Shareholders' Meeting is conducted in the form of absentee vote, then theacceptance deadline for the voting ballots and the postal address for thefilled-in ballots to be sent;". 4. To amend the Article 5.8. of the Charter OJSC Polyus Gold, as follows: "5.8. The list of persons entitled to participate in Shareholders' Meeting iscompiled pursuant to the data in the Company Shareholders' register, as of thedate set up by the Company's Board of Directors. The date for compiling the listof persons entitled to participate in the Shareholders' Meeting can not be setprior to the date when a decision to call the Shareholders' Meeting was made andmore than 50 days (in the events defined by Article 53.2 of the Federal Law -more than 65 days) prior to the date of the Shareholders' Meeting. If at a Shareholders' Meeting the quorum is calculated and the voting is done bythe ballots received by the Company in accordance with Article 58.1 Paragraph 2of the Federal Law, the date for compiling the list of persons entitled toparticipate in the Shareholders' Meeting shall be no less than 35 days prior tothe date of the Shareholders' Meeting". 5. To add the Article 5.19.9.1. to the Charter OJSC Polyus Gold as follows: "5.19.9.1. payment (declaration) of dividends upon results of first quarter,half-year, and nine-months of the fiscal year;" 6. To amend the Article 5.19.17. of the Charter OJSC Polyus Gold, as follows: "5.19.17. Making decisions on participation in financial and industrialgroups, associations and other alliances of for-profit organizations;" 7. To amend the Article 6.3.3.15. of the Charter OJSC Polyus Gold, as follows: "6.3.3.15. Making decisions to participate or to cease participation of theCompany in other entities (excluding entities stated in the Article 48.1.18 ofthe Federal Law) including decisions on transactions involving the Company'sequity stakes or shares that will or may lead to alienation or encumbrance ofsuch equity stakes or shares, as well as adoption of other decisions that maylead to the changes in the size of equity stakes in other entities (decision notto exercise the preemptive right to acquire shares (stakes), to participate insubscription for shares, etc.);" 8. To add the Article 6.3.3.43. to the Charter OJSC Polyus Gold as follows: "6.3.3.43. Making decision to hire independent consultant to audit theCompany's financial statements prepared in accordance with InternationalFinancial Reporting Standards, and amount of its remuneration;" 9. To change the numeration of the Article 6.3.3.43. of the Charter OJSCPolyus Gold as follows: "6.3.3.44. Other matters provided for by the Federal Law and this Charter." 10. To amend the Article 6.4. of the Charter OJSC Polyus Gold, as follows: "6.4. The Secretary of the Company is nominated by the Board of Directors.The authority of the Company's Secretary may be terminated by the decision ofthe Board of Directors at any time." 11. To add the Article 7.8. to the Charter OJSC Polyus Gold as follows: "7.8. The General Director shall refrain from any actions that will or maypotentially lead to a conflict of interests with the Company and in the case ofsuch a conflict occurred the General Director shall inform the Board ofDirectors on such a conflict." 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