National automobile carrier 

Information on the General Meeting of the Company 2020

NOTICE OF THE GENERAL MEETING

  • Full name and location of the company: PUBLIC JOINT STOCK COMPANY "KYIV PRODUCTION COMPANY "RAPID"   (Location: 7, ZROSHUVALNAYA STREET, Kyiv, 02099, EDRPOU code 05475156) (hereinafter referred to as the Company) announces the holding of the regular annual General Meeting of Shareholders (hereinafter referred to as the Meeting).
  •  the date, time and place (including the room, office or hall number where the shareholders are to arrive) of the general meeting: 17 April 2020 at 9:00 a.m. o'clock at the address: 02099, Kyiv, 7 Zroshuvalna St., in the premises of the club of PJSC KVK RAPID,
  • the start and end time of registration of shareholders for participation in the general meeting: Registration of shareholders for participation in the General Meeting will take place on the day of the meeting and at the place of the meeting: registration starts at 8:00 am, ends at 9:00 am.
  • the date of drawing up the list of shareholders entitled to participate in the General Meeting is 13.04.2020.
  • a list of issues with draft decisions on the issues included in the agenda of the general meeting, prepared by the supervisory board or, if no decision is proposed, a commentary of the company's management body on each issue included in the agenda of the annual general meeting:
1. Election of the members of the counting commission, decision-making on termination of their powers. Draft solution:

 1.1 To elect the Counting Committee of the General Shareholders Meeting of the Company consisting of 3 persons: Chairman of the Counting Committee: Oleksii Yakovlevych Starenchuk, members of the Counting Committee: Svitlana Andriyivna Vasilieva and Galyna Mykolaivna Lytvynenko.

1.2 Terminate the powers of the Counting Committee after the end of the general meeting of shareholders, draw up the Minutes on the results of voting at the general meeting and sign them by all members of the Company's Counting Committee who participated in the vote count.

2. Election of the Chairman and Secretary of the General Meeting of the Company. Draft solution:

2. To elect Maria Ivanovna Mitchenko as the Chairman of the Annual General Meeting of Shareholders and Tatyana Petrovna Vasilenko as the Secretary of the Annual General Meeting of Shareholders.

3) Decision-making on the procedure for holding the general meeting.

 

Draft solution:

3. To approve the following procedure for holding the General Meeting of Shareholders of the Company:

The method of voting on the agenda items shall be by ballot. The voting ballot shall be certified by the signature of the chairman of the registration commission before it is issued to the shareholder (shareholder's representative), after the registration of this shareholder (shareholder's representative) for participation in the general meeting of the Company and before the start of voting on the issue for which the said ballot is issued.

The decision-making process.

Voting on items 1-18, 20, 22 of the Agenda shall be conducted in accordance with the following principleone voting share gives the shareholder one vote to resolve each of the issues put to vote at the general meeting of the Company,  except for cumulative voting.

On items 19, 21, 23 of the Agenda, the following decisions were made voting is carried out in the form of cumulative voting and is carried out for all candidates simultaneously. Those candidates who have received the largest number of votes of shareholders compared to other candidates shall be deemed elected. The members of the company's body shall be deemed elected, and the company's body shall be deemed formed only if the full number of members of the company's body is elected by cumulative voting.

Resolutions on the agenda items "Decision to change the type of the Company" and "Amendments to the Company's Charter by restating it in a new wording" shall be adopted by more than three-quarters of the votes of shareholders who have registered for participation in the General Meeting and hold shares voting on the relevant issue.

On all other matters, resolutions are passed by a simple majority of votes of shareholders who have registered for the general meeting and hold shares voting on the matter.

When considering the items on the Agenda, the following procedure shall be used: reports - up to 15 minutes; speeches - up to 5 minutes; answers to questions - up to 5 minutes. Persons wishing to speak or ask questions on an item on the Agenda shall submit applications to the Chairman of the General Meeting in writing, with the obligatory indication of their surname.

4. Review of the Management Board's report for 2019 and approval of measures based on the results of its review, adoption of a decision based on the results of the report review and approval of the main areas of activity for 2020. Draft solution:

4.1 To approve the Management Board's report on the results of the Company's financial and economic activities for 2019, measures based on the results of its consideration, and determination of the main areas of activity for 2020 (attached). 4.2 To recognise the work of the Management Board based on the results of consideration of the report for 2019 as satisfactory.

 

5. Consideration of the report of the Supervisory Board of the Company, approval of measures based on the results of its consideration in 2019 and adoption of a decision based on the results of the report consideration.

 

Draft solution:

5.1. To approve the report of the Supervisory Board of the Company and measures based on the results of its consideration for 2019 (attached). 5.2. To recognise the work of the Supervisory Board of the Company based on the results of consideration of the report for 2019 as satisfactory.

6. Approval of the report and conclusions of the Company's Audit Committee for 2019, adoption of a decision based on the results of the report review.

 

Draft solution:

6.1. To approve the report and conclusions of the Company's Audit Committee and measures based on the results of its consideration for 2019 (attached). 6.2. To recognise the work of the Company's Audit Committee based on the results of consideration of the 2019 report as satisfactory.

7. Approval of the annual report and balance sheet of the Company for 2019.

 

 

Draft solution:

7. To approve the annual report and balance sheet of the Company for 2019 (attached).

8. On the expediency of amending the regulations on remuneration of the members of the Supervisory Board and the executive body of the Company. Draft solution:

8. Do not make changes to the Regulations on Remuneration of the Supervisory Board and the Executive Body of the Company.

9. Approval of the report on remuneration of the members of the Supervisory Board of the Company, the requirements for which are established by the National Securities and Stock Market Commission. Draft solution:

9. Approve the report on the remuneration of the members of the Supervisory Board of the Company, the requirements for which are established by the National Securities and Stock Market Commission (attached).

 

 

10. Selection of an auditor (audit firm) PUBLIC JOINT-STOCK COMPANY  

"KYIV PRODUCTION COMPANY "RAPID"to conduct an audit based on the results of the current and/or previous year(s).

Draft solution:

10. Select an auditor (audit firm) PUBLIC JOINT-STOCK COMPANY  

"KYIV PRODUCTION COMPANY "RAPID"to conduct the audit of the current and/or previous year(s) - Audit Company Zeller Limited Liability Company (USREOU code 31867227).

 

11. Consideration of the findings of the external audit of the Company for 2019 and approval of measures based on the results of its consideration. Draft solution:

11. To approve the conclusions of the external audit of the Company for 2019 and to recognise the work of the external audit as satisfactory (attached).

12. On the distribution of the Company's profit and loss for 2019, including approval of the amount of annual dividends, taking into account the requirements provided for by law, in accordance with the results of the Company's financial and economic activities in 2019. Draft decision: 12. To approve the "Distribution of the Company's Profit" for 2019 and pay dividends in the amount of UAH 2.00 per 1 share (attached).
13. Deciding on the change of the Company's type. Draft solution:

13. Change the type of the Company from "public" to "private".

14. Adoption of a decision to change the name of the Company. Draft solution:

14. To change the name of the company from PUBLIC JOINT STOCK COMPANY "KYIV PRODUCTION COMPANY "RAPID" to JOINT STOCK COMPANY "KYIV PRODUCTION COMPANY "RAPID".

15. Amendments to the Company's charter by setting it out in a new version. Draft solution:

15. To amend the Company's Charter by setting it out in a new version (attached).

16. Authorisation to sign a new version of the Company's charter. Draft solution:

16. To authorise the Chairperson of the Meeting, Maria Ivanovna Mitchenko, and the Secretary of the Meeting, Tatyana Petrovna Vasylenko, to sign the new version of the Company's Charter.

17. Amendments to the Company's by-laws by setting them out in a new version. Draft solution:

17. To amend the Regulations on the General Meeting, Supervisory Board, General Director, Audit Committee, and Remuneration of the Members of the Supervisory Board of JOINT STOCK COMPANY "KYIVSKA PRODUCTION COMPANY "RAPID" by setting them out in a new version (attached).

18On the termination of the powers of the General Director of PUBLIC JOINT STOCK COMPANY "Kyivska

RAPID PRODUCTION COMPANY.

Draft solution:

18. To terminate the powers of the General Director of PUBLIC JOINT STOCK COMPANY "Kyivska 

RAPID PRODUCTION COMPANY - Vladimir Ivanovich Grinenko.

19. On the election of the General Director of JOINT STOCK COMPANY "KYIV PRODUCTION COMPANY "RAPID". Draft solution:

19. To elect Volodymyr Ivanovych Hrynenko as the General Director of JOINT STOCK COMPANY "KYIVA PRODUCTION COMPANY "RAPID".

20. On the termination of the powers of the Supervisory Board of PUBLIC JOINT STOCK COMPANY "Kyivska

RAPID PRODUCTION COMPANY.

Draft solution:

20. To terminate the powers of the Supervisory Board of PUBLIC JOINT STOCK COMPANY "Kyivska 

RAPID PRODUCTION COMPANY in its entirety: M.I. Mitchenko, Chairman of the Supervisory Board; T.P. Vasylenko, O.K. Manashchenko, V.A. Oliynyk and A.P. Yakovenko, members of the Supervisory Board.

21. On the election of the Supervisory Board of JOINT STOCK COMPANY "KYIVA PRODUCTION COMPANY "RAPID", approval of the terms of agreements (contracts) to be concluded with them, setting the amount of their remuneration and election of a person authorised to sign agreements (contracts) with members of the Supervisory Board. Draft solution:

21.1. To elect the Supervisory Board of JOINT STOCK COMPANY "KYIVA PRODUCTION COMPANY "RAPID" in the number of 5 persons: M.I. Mitchenko - Chairman of the Supervisory Board; T.P. Vasylenko, O.K. Manashchenko, V.A. Oliynyk and A.P. Yakovenko - members of the Supervisory Board.

21.2. To approve terms and conditions of agreements (contracts) to be concluded with the Chairman and members of the Supervisory Board of the Company (attached).

21.3. To elect V. I. Grinenko, General Director of PJSC "MC "Rapid", as a person authorised to sign agreements (contracts) to be concluded with the Chairman and members of the Supervisory Board of the Company.

21.4. To approve the remuneration of the Chairman and members of the Supervisory Board of the Company (attached).

22. On the termination of the powers of the Audit Commission of PUBLIC JOINT STOCK COMPANY "Kyivska

RAPID PRODUCTION COMPANY.

Draft solution:

22. To terminate the powers of the Audit Committee of PUBLIC JOINT STOCK COMPANY 

KYIVSKA 

RAPID PRODUCTION COMPANY in its entirety: Chairman of the Audit Committee - Hryhorii Dyatel; Volodymyr Perkun and Yurii Dyachenko - members of the Audit Committee.

23. On the election of the Audit Committee of the Joint-Stock Company OF THE COMPANY "KYIV PRODUCTION COMPANY "RAPID". Draft solution:

23. To elect the Audit Committee

 of JOINT STOCK COMPANY "KYIV PRODUCTION COMPANY "RAPID" in the amount of 3 persons: Chairman of the Audit Committee - Hryhorii Dyatel; Volodymyr Perkun and Yurii Dyachenko - members of the Audit Committee.

Procedure for shareholders to review materials that they can read in preparation for the general meeting:

From the date of sending the notice of the General Meeting until the date of the General Meeting (until 17.04.2020), shareholders may familiarise themselves with the materials necessary for making decisions on the agenda of the General Meeting and ballots, as well as with draft documents of the Company, at the premises of the Company at the following address: 02099, Ukraine, Kyiv, 02099. Kyiv, 7 Zroshuvachna St., (room 2), daily (except Saturdays and Sundays) from 10:00 a.m. to 17:00 p.m. (lunch break from 13:00 p.m. to 14:00 p.m.), and on the day of the General Meeting - also at the place of its holding: 7, Zroshuvachna St., Kyiv, 02099, in the premises of the club of PJSC "KVK" RAPID". The official responsible for the procedure for acquaintance of shareholders with the above documents is the General Director of the Company - Volodymyr Hrynenko. His telephone number is (044) 566-20-97.

Prior to the annual general meeting (by 17.04.2020), the company shall, in accordance with the procedure established by it, provide written answers to written questions from shareholders regarding the issues included in the draft agenda of the annual general meeting and the agenda of the annual general meeting before the date of the annual general meeting. Written questions addressed to the company should be sent to the company's address: 7, Zroshuvalna St., Kyiv, 02099, addressed to the Company's General Director, Volodymyr Ivanovych Hrynenko. The Company may provide one general answer to all questions of the same content. Each shareholder has the right to make proposals on the issues included in the draft agenda of the general meeting of the joint-stock company, as well as on new candidates for the bodies of the company, the number of which may not exceed the number of members of each body. Proposals shall be submitted not later than 20 days before the date of the general meeting of the joint-stock company, and with respect to candidates to the company's bodies - not later than seven days before the date of the general meeting. Proposals for inclusion of new items to the draft agenda shall contain relevant draft resolutions on these items. Proposals for candidates for members of the supervisory board of a joint-stock company shall contain information on whether the proposed candidate is a representative of the shareholder(s) or that the candidate is proposed for the position of a member of the supervisory board - an independent director. The information specified in the proposals for members of the supervisory board of a joint-stock company shall be included in the ballot for cumulative voting opposite the name of the respective candidate. Proposals for inclusion of new items in the draft agenda shall contain relevant draft resolutions on these items. Proposals to the draft agenda of the annual general meeting of the Company shall be submitted in writing, stating the name of the shareholder submitting the proposal, the number, type and/or class of shares held by him/her, the content of the proposal to the item and/or the draft resolution. Proposals of shareholders (shareholder) holding 5 per cent or more of the voting shares in aggregate shall be subject to mandatory inclusion in the draft agenda of the annual general meeting. In this case, no resolution of the Supervisory Board on inclusion of the item in the draft agenda is required, and the proposal is deemed to be included in the draft agenda if it is submitted in compliance with the requirements of Article 38 of the Law of Ukraine "On Joint Stock Companies". In case a shareholder submits a proposal to the draft agenda of the General Meeting on early termination of powers of the person exercising powers of the sole executive body (General Director), a proposal for a candidate for election of the person exercising powers of the sole executive body (General Director) or appointment of a person to temporarily exercise his/her powers shall be submitted simultaneously. The supervisory board of a joint-stock company shall decide on the inclusion of proposals (new agenda items and/or new draft resolutions on agenda items) in the draft agenda and approve the agenda not later than 15 days before the date of the general meeting, and with regard to candidates to the company's bodies - not later than four days before the date of the general meeting. Changes to the draft agenda of the annual general meeting shall be made only by including new items and draft resolutions on the proposed items. A decision to refuse to include in the draft agenda of the annual general meeting of the Company a proposal of shareholders (shareholder) holding 5 per cent or more of the voting shares in aggregate may be made only in the event of: failure of shareholders to comply with the deadline established by the first paragraph of part 2 of article 38 of the Law of Ukraine "On Joint Stock Companies"; incomplete data provided for in the first paragraph of part 2 or part 3 of article 38 of the Law of Ukraine "On Joint Stock Companies". The decision to refuse to include in the draft agenda of the annual general meeting of the Company proposals of shareholders (shareholder) holding less than 5 per cent of voting shares may be made on the grounds provided for in paragraphs two and/or three of part 6 of Article 38 of the Law of Ukraine On Joint Stock Companies, in case of failure of shareholders to submit any draft resolution on the agenda items proposed by them and on other grounds determined by the Company's charter. A reasoned decision to refuse to include a proposal in the draft agenda of the annual general meeting of the Company shall be sent by the Supervisory Board to the shareholder within three days from the date of its adoption. In case of amendments to the draft agenda of the annual general meeting, the Company shall notify the shareholders of such amendments and send the agenda and draft resolutions attached on the basis of shareholders' proposals no later than 10 days before the date of the general meeting. An appeal by a shareholder against the Company's decision to refuse to include his/her proposals in the draft agenda to the court shall not suspend the annual general meeting. Based on the results of the proceedings, the court may decide to oblige the Company to hold a general meeting on the issue whose inclusion in the draft agenda was unreasonably denied to the shareholder.

Address of its website, which contains information with draft resolutions on each of the issues included in the draft agenda, as well as information specified in part four of Article 35 of the Law of Ukraine "On Joint Stock Companies"http://rapid.com.ua.

Information on the total number of shares and voting shares as of 19.02.2020 compilation of the list of persons to whom the notice is sent on holding the general meeting: 50,000 ordinary registered shares, of which 4,3555 are voting as of 19.02.2020.

The list of documents to be submitted by a shareholder (shareholder's representative) for participation in the general meeting:

In order to participate in the annual general meeting, shareholders must have a passport, and shareholders' representatives must also have a power of attorney or other documents certifying the representative's right to participate in the annual general meeting, executed in accordance with the requirements of the legislation of Ukraine. A shareholder's representative at the annual general meeting of a joint-stock company may be an individual or an authorised person of a legal entity, as well as an authorised person of the state or a territorial community. Officials of the Company's bodies and their affiliates may not be representatives of other shareholders of the Company at the annual general meeting of the Company. Another individual or an authorised person of a legal entity may be a representative of a shareholder who is an individual or a legal entity at the annual general meeting of the Company, and an authorised person of a state or territorial community may be a representative of a shareholder who is a state or municipal property management body. A shareholder has the right to appoint his/her representative permanently or for a certain period of time. The shareholder shall have the right to replace his/her representative at any time by notifying the Executive Body of the Company. A shareholder may notify the Company's executive body of the appointment, replacement or revocation of its representative by means of electronic communication in accordance with the legislation on electronic document management. A power of attorney for the right to participate and vote at the annual general meeting issued by an individual shall be certified by a notary or other officials performing notarial acts, and may also be certified by a depository institution in accordance with the procedure established by the National Securities and Stock Market Commission. A power of attorney for the right to participate and vote at the annual general meeting on behalf of a legal entity shall be issued by its body or another person authorised to do so by its constituent documents. The proxy for participation and voting at the annual general meeting may contain voting instructions, i.e. a list of issues on the agenda of the annual general meeting, indicating how and for which (against which) resolution to vote. During the voting at the annual general meeting, the representative shall vote exactly as provided for in the voting instructions. If the proxy does not contain a voting task, the proxy shall resolve all voting issues at the annual general meeting of shareholders at his/her discretion. A shareholder shall have the right to issue a power of attorney for the right to participate and vote at the general meeting to several of its representatives. A shareholder has the right to withdraw or replace his/her representative at the annual general meeting of shareholders at any time. The granting of a proxy for the right to participate and vote at the annual general meeting shall not preclude the right of the shareholder who issued the proxy to participate at the annual general meeting instead of his representative.

Key indicators of financial and economic activity of the company

 PJSC "MC "RAPID" (UAH thousand)*.

Name of the indicator Period
Reporting

2019р.

Previous

2018р.

Total assets 63638 72115
Property, plant and equipment (at residual value) 45589 43512
Inventory 2932 3282
Total receivables from customers 13144 15926
Cash and cash equivalents 486 6889
Retained earnings (uncovered loss) 25339 25321
Equity 27411 27393
Registered (share/authorised) capital 1000 1000
Long-term liabilities and provisions 15600 28761
Current liabilities and provisions 6036 4734
Net financial result: profit (loss) 118 2805
Average annual number of shares (pcs) 50000 50000
Net income (loss) per ordinary share (UAH) 2.36 56.10

Draft resolutions on the issues included in the agenda of the General Meeting proposed by shareholders holding more than 5 per cent of the Company's shares will be posted on the Company's website http://rapid.com.ua

within two business days of their receipt by the Company.

No later than 24 hours of the last business day (16.04.2020) preceding the day of the General Meeting, the Company shall publish on its website http://rapid.com.ua information on the total number of shares and voting shares as of the date of compiling the list of shareholders entitled to participate in the General Meeting (as of 13.04.2020).

 

General Director

PJSC "KVK "Rapid" ______________________________ Grinenko V.I.

 

                                                                                                             03 March 2020.

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