General Meeting of Shareholders
The General Meeting of Shareholders is the Company’s supreme governing body. The competence and procedure for calling a General Meeting of Shareholders is defined by the Company Charter and the Statute on the General Meeting of Shareholders of JSC Aeroflot. The Company holds its Annual General Meeting of Shareholders (AGM) not earlier than three months and not later than six months after the end of the financial year).
Shareholders at the AGM elect the Company’s Board of Directors and Revision Commission, approve the appointment of the Company auditor, review the annual report and annual financial statements and other documents in accordance with provisions of the Company Charter, allocate profits, and deal with other matters in the competence of the General Meeting of Shareholders. The Company Charter also allows extraordinary meetings of shareholders to be called during the year to address key issues.
In 2013 JSC Aeroflot held its AGM on 24 June. The Meeting adopted the following resolutions (Minutes № 33 of 27.06.2013):
- To approve the order of the day, voting regulations, and membership of working bodies of the General Meeting of Shareholders of JSC Aeroflot.
- To approve the Annual Report of JSC Aeroflot for 2012.
- To approve the annual financial accounts, including the profit and loss account, of JSC Aeroflot for the 2012 financial year.
- To approve the allocation of income of JSC Aeroflot, including payment (announcement) of dividends, for the 2012 financial year.
- To pay dividends of RUB 1.1636 per share in cash on JSC Aeroflot shares for the 2012 financial year in the period from 25 June to 23 August 2013.
- To elect the following persons to the Board of Directors of JSC Aeroflot: Vitaly Saveliev, Sergey Chemezov, Dmitry Saprykin, Kirill Androsov, Vasily Sidorov, Igor Kogan, Igor Lozhevsky, Mikhail Alekseev, Alexey Germanovich, Marlen Manasov and Roman Pakhomov.
- To elect the following persons to the Revision Commission of JSC Aeroflot: Igor Belikov, Sergey Poma, Marina Mikhina, Alexander Vasilchenko and Vera Mironova.
- To approve the appointment of JSC BDO audit company as the auditor of JSC Aeroflot for 2013.
- To approve the Statute on remuneration and compensation to members of the Board of Directors of JSC Aeroflot.
- To pay remuneration to members of the Board of Directors in the prescribed amount.
- To approve the regulation on remuneration and compensation paid to the members of the Revision Commission of JSC Aeroflot.
- To pay remuneration to members of the Revision Commission of JSC Aeroflot in the prescribed amount.
- To make amendments to the Charter of JSC Aeroflot.
- To make amendments to the Statute on the Board of Directors of JSC Aeroflot.
- To approve a number of related party transactions.
The Extraordinary General Meeting held on 15 October 2013 approved transactions concerning the aircraft fleet of JSC Aeroflot’s fleet:
- Transaction (set of interrelated transactions with related parties) on lease of five Airbus A321-200 aircraft on a leaseback basis.
- Transaction (set of interrelated transactions) for leasing of 50 new Boeing 737-800/900ER aircraft.
- Transaction to amend the terms of the acquisition by JSC Aeroflot of 22 new Airbus A350XWB aircraft from Airbus.