The General Meeting of Shareholders is the supreme governing bodies of JSC Uralkali. Shareholders may realize their right to participate in the Company's business through participation in the shareholders' meetings.

The purpose of the general meeting of shareholders is to form the Company's business plan. The Board of Directors and the management bodies of JSC Uralkali execute the Company's plan.

Regulation on the General Meeting of Shareholders (272Kb)

Competence

• General Provisions
• Competence of the General Meetings of Shareholders
• Procedures for Adoption of Resolutions by the General Meeting of Shareholders. Procedures for Notification of Shareholders of the General Meeting of Shareholders
• Announcement of General Meetings of Shareholders
• Procedures for Preparing and Holding the General Meeting of Shareholders

General Provisions

1. The General Meeting of Shareholders of the Company shall be the supreme governing body of the Company.

2. The Company is obliged to hold an annual General Meeting of Shareholders every year within the term not earlier than 2 months, and not later than 6 months after the end of the fiscal year.

3. Those General Meetings of Shareholders which are held besides the annual meeting shall be extraordinary.

4. The General Meeting of Shareholders may adopt resolutions in either of the following ways (different forms in which the General Meeting of Shareholders may be held):

- at an actual meeting (joint presence of shareholders in order to discuss issues put on the agenda and take decisions on items put up for vote); or

- by absentee ballots (i.e. without joint presence of shareholders).

Competence of the General Meetings of Shareholders

5. The following matters shall come under the competence of the General Meeting of Shareholders:

(1) to make amendment and addenda to the Company's Charter or to approve a new version of the Company's Charter, other than in those cases which are prescribed in the Federal Law "On Joint Stock Companies";

(2) reorganization of the Company;

(3) liquidation of the Company, appointment of the liquidation committee and approval of the interim and final liquidation balance sheets;

(4) determination of the size of the Company's Board of Directors, election of its members and early termination of their powers;

(5) determination of the number, par value, and category (type) of authorized shares, and the rights represented by such shares;

(6) increase of the charter capital of the Company by way of increase of the par value of the shares or by way of placement of additional shares in the cases provided by the federal law and this Charter;

(7) reduction of the charter capital of the Company by way of reduction of the par value of shares, by way of acquisition by the Company of a portion of shares with a view of reducing their total number, and by way of redemption of shares acquired or repurchased by the Company;

(8) election of members of the Company's Internal Audit Commission and early termination of their powers;

(9) approval of the Company's Auditor;

(10) approval of the Company's annual reports, annual financial statements, including profit-and-loss reports (profit-and-loss accounts), as well as distributions of profits, including, payment (declaration) of dividends, except for profits distributed as dividends upon the results of the first quarter, half year, or nine months of a fiscal year, and losses based on the results of a fiscal year;

(10.1) payment (declaration) of dividends based on the results of the first quarter, half year, or nine months of a fiscal year;

(11) determination of the rules of procedure of the General Meeting of Shareholders;

(12) split and consolidation of shares;

(13) adoption of resolutions on the approval of transactions in the instances provided for under Article 83 of the Federal Law 'On Joint Stock Companies';

(14) adoption of resolutions on the approval of major transactions in the instances provided for under Article 79 of the Federal Law 'On Joint Stock Companies';

(15) repurchase of the outstanding shares by the Company in the cases set forth in the Federal Law "On Joint Stock Companies";

(16) adoption of resolutions on the participation in holding companies, financial and industrial groups, associations and other alliances of commercial organizations;

(17) approval of internal documents: the Regulation on the General Meeting of Shareholders of the Company, the Regulation on the Board of Directors of the Company, the Regulation on the Management Board of the Company, the Regulation on the Internal Audit Commission of the Company;

(18) resolving other matters referred to the competence of the General Meeting of Shareholders pursuant to the Federal Law 'On Joint Stock Companies'.

6. The General Meeting may not consider and resolve on the matters that do not fall within its competence under the Federal Law "On Joint Stock Companies". In case of inconsistency of the provisions of the Company's Charter with internal documents approved by the General Meeting of Shareholders, the provisions of the Company's Charter shall prevail for third parties and the shareholders of the Company.

Procedures for Adoption of Resolutions by the General Meeting of Shareholders. Procedures for Notification of Shareholders of the General Meeting of Shareholders

7. The General Meeting of Shareholders shall adopt resolutions on a matter put up for vote by a majority vote of the Company's shareholders holding voting shares and taking part in the meeting, unless the Federal Law "On Joint Stock Companies" or this Charter provides otherwise.

8. The General Meeting of Shareholders shall adopt resolutions on the matters listed in Sub-clauses 2, 6, 11-17 of Clause 8.5 of this Charter on the suggestion of the Board of Directors of the Company only.

9. The General Meeting of Shareholders shall adopt resolutions on the matters listed in Sub-clauses 1-3, 5 and 15 of Clause 8.5 of this Charter by a three-quarter majority of votes of the shareholders holding voting shares and taking part in the meeting.

10. The General Meeting may neither adopt resolutions on the matters other than those put on the agenda of the meeting, nor may it alter the agenda.

11. The resolutions adopted by the General Meeting of Shareholders and the results of voting shall be announced at the meeting where the voting has been taken or shall be brought to the notice of the persons included into the list of persons entitled to participate in the General Meeting of Shareholders within 10 days from the drawing up of the minutes on the results of the voting in the form of a report on the results of such voting, which shall be published in the printed periodicals specified in Clause 8.13 of this Charter.

Announcement of General Meetings of Shareholders

12. A notice of the General Meeting of Shareholders shall be given no later than 30 days prior to the date of its holding, unless a longer period is prescribed by legislation. If the agenda proposed for an extraordinary General Meeting of Shareholders includes the item concerning election of members to the Board of Directors of the Company, a notice of such meeting shall be given no later than 50 days prior to the date of its holding.

13. The form of notification of shareholders of the General Meeting of Shareholders - publishing the notification of holding of the General Meeting of Shareholders in the following printed periodicals: Perm independent regional newspaper Zvezda (Registration No. E-0608) and Sol Zemli (founder OJSC Uralkali, registration No. E-0338).

14. A list of information (materials) to be provided to shareholders in the course of preparations for the General Meeting of Shareholders of the Company, as well as the procedures for familiarization with such information, shall be determined by the Board of Directors of the Company in accordance with the Federal Law "On Joint Stock Companies".

15. The information (materials) to be provided to shareholders in the course of preparations for the General Meeting of Shareholders of the Company shall be made available within 20 days or, in the event the agenda of the General Meeting of Shareholders includes the item on the Company's reorganization, within 30 days prior to the meeting for familiarization to the persons entitled to participate Such information (materials) shall be made available to the participants of the General Meeting of Shareholders during its course. At the request of a person entitled to participate in the General Meeting of Shareholders the Company shall provide him or her with copies of such documents for a fee. The fee charged by the Company for provision of such copies may not exceed the costs incurred by the Company to make such copies. The Company shall prepare an invoice for such payment within 2 (two) business days from receipt of a shareholder's respective request.

The Company shall provide a shareholder with copies of the respective documents not later than in 2 (two) business days from receipt of the document confirming payment of the invoice.

Procedures for Preparing and Holding the General Meeting of Shareholders

16. In the course of preparations for the General Meeting of Shareholders, the Board of Directors of the Company shall: determine:

- the form of holding of the General Meeting of Shareholders;

- the date, place and time of the General Meeting of Shareholders, and the commencement time for the registration of participants of the General Meeting (except if the General Meeting of Shareholders is held by absentee ballots);

- the date of sending (delivery) of the voting ballots;

- the mailing address(es) to which completed ballots are to be sent;

- the date and time of termination the acceptance of completed ballots;

- the record date for the list of persons entitled to participate in the General Meeting of Shareholders;

- the agenda of the General Meeting of Shareholders;

- the list of information (materials) to be provided for shareholders in the course of preparations for the General Meeting of Shareholders, and procedures for its provision;

- the procedure for notifying shareholders of the General Meeting of Shareholders;

- the form and text of ballots; approve:

- the membership of the organizing committee on preparing the General Meeting of Shareholders;

- the chairman and deputy chairmen of the organizing committee on preparing the General Meeting of Shareholders;

- the person to preside over the General Meeting of Shareholders and the secretary of the General Meeting of Shareholders;

- the presidium of the General Meeting of Shareholders;

- the reporters on the agenda items;

- the text of the notice of holding of the General Meeting of Shareholders;

- the voting instructions;

- the annual report for further approval by the annual General Meeting of Shareholders;

- the General Director's report for the annual General Meeting of Shareholders;

- data in respect of the candidates to the Company's bodies and for its Auditor, presented to the General Meeting of Shareholders; recommend to the General Meeting of Shareholders for approval:

- procedures for holding of the General Meeting of Shareholders, which are subject to further approval by the General Meeting of Shareholders;

- amendments and addenda to the Company's Charter or new version of the Company's Charter;

- amendments and addenda to the Company's internal documents that are subject to approval by the General Meeting of Shareholders, and new versions of such internal documents;

- profit distribution;

- amount of dividends and procedures for their payment;

- the Company's Auditor;

- other draft decisions in the cases specified in the Federal Law "On Joint Stock Companies" and this Charter.

The agenda of the annual General Meeting of Shareholders shall necessarily include items on election of the Board of Directors of the Company, the Internal Audit Commission of the Company, approval of the Company's Auditor, and items prescribed by Sub-clause 10 of Clause 5 of this Charter.

17. Procedures for holding of the General Meeting of Shareholders shall be proposed by the Board of Directors of the Company, and shall be approved by the General Meeting of Shareholders at the beginning of each General Meeting of Shareholders in the manner stipulated in Clause 7 of this Charter.

18. Voting at the General Meeting of Shareholders on the agenda items shall be effectuated by voting ballots only.

The Company shall send voting ballots to shareholders and accept such ballots within the periods prescribed by the Federal Law "On Joint Stock Companies" and the decision of the Board of Directors of the Company.

Voting ballots shall be sent by registered mail or delivered to a shareholder in person against a signed acknowledgement of receipt.

19. Votes cast during voting shall be counted where the voter has left only one of the available voting options still standing. Ballots, which have been completed in breach of the above requirement shall be deemed invalid and the votes cast on the matters covered by such ballots shall be disregarded.

Should a ballot include several items put up for vote, failure to keep the above requirement in respect of one or several items shall not entail the invalidation of the voting ballot in full.

20. The counting commission shall execute and sign the minutes on the results of voting in follow-up of such voting. The minutes on the results of voting shall be executed no later than 15 days after the closing of the General Meeting of Shareholders or of the date of termination of acceptance of ballots during the General Meeting of Shareholders held by absentee ballots.

Following the drawing up of the minutes on the voting results and the signing of the minutes of the General Meeting of Shareholders, the counting commission shall seal the voting ballots and surrender them for custody to the Company's archive.

21. The minutes on the on the voting results shall be attached to the minutes of the General Meeting of Shareholders.

22. The minutes of the General Meeting of Shareholders shall be executed not later than in 15 days after its closing and in duplicate. Both copies shall be signed by the person that presided over the General Meeting of Shareholders and by the secretary of the General Meeting of Shareholders.

23. The counting commission shall check the powers of, and register participants of the General Meeting of Shareholders, shall determine the quorum of the General Meeting of Shareholders, shall clarify issues arising in connection with the exercise by shareholders (their representatives) of voting rights at the General Meeting, shall explain voting procedures in respect of items put up for vote, shall ensure established voting procedures and shareholders' rights to take part in voting, shall count the votes and sum up the results of voting, shall draw up the minutes on the voting results, and shall surrender the voting ballots to the Company's archive.

24. The registrar shall perform the functions of the Company's counting commission.

25. The other aspects of procedures for preparing and holding the General Meeting of Shareholders are set forth in the Federal Law "On Joint Stock Companies" and the Regulation on the General Meetings of Shareholders of the Company.