Appendix No. 2 to Minutes No. 3 of 11.04.2014.
Annual General Meeting of Shareholders
Public joint-stock company
"Kyiv-based production company Rapid
MINUTES OF THE COUNTING COMMISSION
on the results of voting and decisions taken at the Annual General Meeting of Shareholders of Public Joint Stock Company "Kyiv Production Company "Rapid" dated 11 April 2014 (Minutes No. 3 dated 11.04.2014)
Venue of the Annual General Meeting of Shareholders of Public Joint Stock Company "Kyiv Production Company "Rapid" (hereinafter referred to as the "Company"): 02099 м. Kyiv, 7 Zroshuvanska Street, in the premises of the club of PJSC "Kyiv Production Company "Rapid".
Date and time of the Annual General Meeting of Shareholders of the Company (hereinafter referred to as the General Meeting): 11 April 2014 from 09.00 a.m. to 11.20 a.m.
Registration of shareholders for participation in the General Meeting was held on 11 April 2014 at the venue of the General Meeting, with the registration starting at 08.00 a.m. and ending at 09.00 a.m.
The date of the minutes is 11 April 2014.
The composition of the Company's Counting Committee:
| The Chairman of the Counting Committee is Oleksandr Starenchuk; |
| Member of the Counting Committee - V.V. Tsivun; |
| S.A. Vasilieva is a member of the Counting Committee; |
| Member of the Counting Committee - V.V. Bryagina. |
Thirty-one shareholders registered to participate in the Annual General Meeting of Shareholders, holding 43855 (forty-three thousand eight hundred and fifty-five) votes, which is 87.7 % of the total number of voting shares in the Company.
Voting on items 1-9, 11 of the Agenda shall be conducted on the principle: one ordinary registered share - one vote. Voting shall be conducted using ballots by crossing out the voting options not selected in the ballot. In order to select one of the three voting options, the other two must be crossed out. The remaining (not crossed out) voting option is the selected voting option. Voting on items 10, 12 of the Agenda shall be conducted in the form of cumulative voting using voting ballots.
List of issues resolved by the Annual General Meeting of Shareholders:
2. On the election of the Counting Committee of the Annual General Meeting of the Company.
3. Approval of the procedure for holding the Annual General Meeting of the Company.
4. Approval of the Management Board's report on the results of the Company's financial and economic activities for 2013 and the main areas of activity for 2014.
5. On the report of the Supervisory Board of the Company for 2013.
6. On the report and conclusions of the Company's Audit Committee for 2013.
7. Approval of the annual report and balance sheet of the Company for 2013.
8. On the distribution of the Company's profit for 2013.
9. On the termination of powers of the members and the Chairman of the Supervisory Board of the Company.
10. Election of members and chairman of the Supervisory Board of the Company.
11. Termination of powers of the members and the Chairman of the Audit Committee of the Company.
12. Election of members and chairman of the Audit Committee of the Company.
Results of voting on the draft resolutions of the General Meeting of Shareholders of the Company dated 11 April 2014 (number of votes for, against and abstentions for each draft resolution) on each item of the agenda put to the vote:
1- Draft decision on the first item on the agenda:
1. On the election of the Chairman and Secretary of the Annual General Meeting of the Company.
Select:
Chairman of the Annual General Meeting of Shareholders of the Company
- M.I. Mitchenko.
Secretary of the Annual General Meeting of Shareholders
- Vasylenko T.P..
The votes were distributed as follows:
Vote:
"For" - 43808 votes of shareholders, representing 99.89 % of the votes of shareholders present at the Meeting;
"Against" - 47 votes of shareholders, representing 0.11 % of the votes of shareholders present at the Meeting;
"Abstentions - 0 votes, representing 0 % of the votes of shareholders present at the Meeting.
If they didn't vote, they didn't vote.
Ballots with 0 votes were declared invalid.
The decision was made.
The first item on the agenda was voted on:
Select:
Chairman of the Annual General Meeting of Shareholders of the Company
- M.I. Mitchenko.
Secretary of the Annual General Meeting of Shareholders
- Vasylenko T.P..
2- Draft decision on the second item on the agenda:
2. On the election of the Counting Committee of the Annual General Meeting of the Company
To elect a 4-member counting commission to work at the Annual General Meeting of Shareholders and to approve it as follows:
- Shareholder Starenchuk O.Y. - Chairman of the Counting Committee;
- by proxy of the shareholder, Tsivun V.V. - member of the Counting Committee;
- by proxy of the shareholder, V.V. Bryagina - member of the Counting Committee;
- by proxy of the shareholder, S.A. Vasilieva - member of the Counting Committee;
The votes were distributed as follows:
Vote:
"For" - 43855 votes, which is 100% of the votes of shareholders present at the Meeting;
"Against" - 0 votes of shareholders, which is 0 % of the votes of shareholders present at the Meeting;
"Abstentions - 0 votes, representing 0 % of the votes of shareholders present at the Meeting.
If they didn't vote, they didn't vote.
Ballots with 0 votes were declared invalid.
The decision was made.
The second item on the agenda was voted on:
To elect a 4-member counting commission to work at the Annual General Meeting of Shareholders and to approve it as follows:
- Shareholder Starenchuk O.Y. - Chairman of the Counting Committee;
- by proxy of the shareholder, Tsivun V.V. - member of the Counting Committee;
- by proxy of the shareholder, V.V. Bryagina - member of the Counting Committee;
- by proxy of the shareholder, S.A. Vasilieva - member of the Counting Committee;
3- Draft decision on the third item on the agenda:
3. On approval of the procedure for holding annual
The procedure for holding the annual General Meeting of Shareholders.
The following order shall be used for consideration of the items on the Agenda:
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.
Shareholders shall vote on the draft resolutions announced by the speakers using the ballots received during registration at the General Meeting, after which the ballot shall be handed over to the Counting Committee for vote counting. The Chairman of the Counting Committee shall announce the results of voting immediately after the completion of the voting procedure on this item of the Agenda.
Voting on items 1-9, 11 of the Agenda shall be conducted on the principle: one ordinary registered share - one vote. Voting shall be conducted using ballots by crossing out unselected voting options provided in the ballot. In order to select one of the three voting options, the other two must be crossed out. The remaining (not crossed out) voting option is the selected voting option. Voting on items 10, 12 of the Agenda shall be conducted by cumulative voting using voting ballots.
Resolutions on items 1-9, 11 of the Agenda shall be adopted by a simple majority of votes of the shareholders registered to participate in the General Meeting.
On issues 10, 12 of the Agenda, the decision was made voting is carried out in the form of cumulative voting and is carried out for all candidates simultaneously.
Candidates who receive the largest number of votes from shareholders compared to other candidates are 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.
The General Meeting shall not have the right to pass resolutions on issues not included in the Agenda.
The votes were distributed as follows:
Vote:
"For" - 43855 votes of shareholders, representing 100 % votes of shareholders present at the Meeting;
"Against" - 0 votes of shareholders, representing 0 % of the votes of shareholders present at the Meeting;
"Abstentions - 0 votes, representing 0 % of the votes of shareholders present at the Meeting.
If they didn't vote, they didn't vote.
Ballots with 0 votes were declared invalid.
The decision was made.
The voting on the third issue resulted in a resolution:
To approve the following procedure for holding the Annual General Meeting of Shareholders.
The following order shall be used for consideration of the items on the Agenda:
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.
Shareholders shall vote on the draft resolutions announced by the speakers using the ballots received during registration at the General Meeting, after which the ballot shall be handed over to the Counting Committee for vote counting. The Chairman of the Counting Committee shall announce the results of voting immediately after the completion of the voting procedure on this item of the Agenda.
Voting on items 1-9, 11 of the Agenda shall be conducted on the principle: one ordinary registered share - one vote. Voting shall be conducted using ballots by crossing out unselected voting options provided in the ballot. In order to select one of the three voting options, the other two must be crossed out. The remaining (not crossed out) voting option is the selected voting option. Voting on items 10, 12 of the Agenda shall be conducted by cumulative voting using voting ballots.
Resolutions on items 1-9, 11 of the Agenda shall be adopted by a simple majority of votes of the shareholders registered to participate in the General Meeting.
On issues 10, 12 of the Agenda, the decision was made voting is carried out in the form of cumulative voting and is carried out for all candidates simultaneously.
Candidates who receive the largest number of votes from shareholders compared to other candidates are 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.
The General Meeting shall not have the right to pass resolutions on issues not included in the Agenda.
4- Draft decision on the fourth item on the agenda:
4. Approval of the Management Board's report on the results of the Company's financial and economic activities for 2013 and the main areas of activity for 2014.
To approve the report of the Management Board on the results of the Company's financial and economic activities for 2013 and determination of the main areas of activity for 2014.
The votes were distributed as follows:
Vote:
"For" - 43855 votes of shareholders, representing 100 % votes of shareholders present at the Meeting;
"Against" - 0 votes of shareholders, representing 0 % of the votes of shareholders present at the Meeting;
"Abstentions - 0 votes, representing 0 % of the votes of shareholders present at the Meeting.
If they didn't vote, they didn't vote.
Ballots with 0 votes were declared invalid.
The decision was made.
The decision on the fourth item on the agenda was adopted:
To approve the Management Board's report on the results of the Company's financial and economic activities for 2013 and determination of the main areas of activity for 2014 (Annex 3).
5- Draft decision on the fifth item on the agenda:
5. On the report of the Supervisory Board of the Company for 2013.
To approve the report of the Supervisory Board of the Company for 2013 (Appendix No. 4).
The votes were distributed as follows:
Vote:
"For" - 43855 votes of shareholders, representing 100 % votes of shareholders present at the Meeting;
"Against" - 0 votes of shareholders, representing 0 % of the votes of shareholders present at the Meeting;
"Abstentions - 0 votes, representing 0 % of the votes of shareholders present at the Meeting.
If they didn't vote, they didn't vote.
Ballots with 0 votes were declared invalid.
The decision was made.
Following the results of voting on the fifth item on the agenda, the decision was made:
To approve the report of the Supervisory Board of the Company for 2013 (Appendix No. 4).
6- Draft decision on the sixth item on the agenda:
6. On the report and conclusions of the Company's Audit Committee for 2013.
To approve the report and conclusions of the Company's Audit Committee for 2013 (Annex 5).
The votes were distributed as follows:
Vote:
"For" - 43855 votes of shareholders, representing 100 % votes of shareholders present at the Meeting;
"Against" - 0 votes of shareholders, which is 0 % of the votes of shareholders present at the Meeting;
"Abstentions - 0 votes, representing 0 % of the votes of shareholders present at the Meeting.
If they didn't vote, they didn't vote.
Ballots with 0 votes were declared invalid.
The decision was made.
The resolution on the sixth item on the agenda was adopted:
To approve the report and conclusions of the Company's Audit Committee for 2013 (Annex 5).
7. Draft decision on the seventh item on the agenda:
7. Approval of the annual report and balance sheet of the Company for 2013.
To approve the annual report and balance sheet of the Company for 2013 (Annexes: No. 6, No. 7, No. 8, No. 9, No. 10).
The votes were distributed as follows:
Vote:
"For" - 43855 votes of shareholders, representing 100% votes of shareholders present at the Meeting;
"Against" - 0 votes of shareholders, representing 0 % of the votes of shareholders present at the Meeting;
"Abstentions - 0 votes, representing 0 % of the votes of shareholders present at the Meeting.
If they didn't vote, they didn't vote.
Ballots with 0 votes were declared invalid.
The decision was made.
Following the results of voting on the seventh item on the agenda, the decision was made:
To approve the annual report and balance sheet of the Company for 2013 (Annexes: No. 6, No. 7, No. 8, No. 9, No. 10).
8. Draft decision on the eighth item on the agenda:
8. On the distribution of the Company's profit for 2013.
To approve the "Distribution of the Company's profit for 2013 (Annex No. 11).
The votes were distributed as follows:
Vote:
"For" - 43855 votes of shareholders, representing 100 % votes of shareholders present at the Meeting;
"Against" - 0 votes of shareholders, representing 0 % of the votes of shareholders present at the Meeting;
"Abstentions - 0 votes, representing 0 % of the votes of shareholders present at the Meeting.
If they didn't vote, they didn't vote.
Ballots with 0 votes were declared invalid.
The decision was made.
Following the results of voting on the eighth item on the agenda, the decision was made:
To approve the "Distribution of the Company's profit for 2013 (Annex No. 11).
9. Draft decision on the ninth item on the agenda:
9. On the termination of powers of the members and the Chairman of the Supervisory Board of the Company.
To terminate the powers of the members and the chairman of the Supervisory BoardThe Company's ad hoc committee.
The votes were distributed as follows:
Vote:
"For" - 43855 votes of shareholders, representing 100% votes of shareholders present at the Meeting;
"Against" - 0 votes of shareholders, which is 0 % of the votes of shareholders present at the Meeting;
"Abstentions - 0 votes, representing 0 % of the votes of shareholders present at the Meeting.
If they didn't vote, they didn't vote.
Ballots with 0 votes were declared invalid.
The decision was made.
Following the results of voting on agenda item 9, a decision was made:
To terminate the powers of the members and the chairman of the Supervisory BoardThe Company's ad hoc committee.
10. Draft decision on the tenth item on the agenda:
10. Election of members and chairman of the Supervisory Board of the Company.
Select :
M.I. Mitchenko - Chairman of the Supervisory Board of the Company, and
T.P. Vasylenko, O.K. Manashchenko, V.A. Oliynyk and A.P. Yakovenko as members of the Supervisory Board of the Company.
The votes were distributed as follows:
Vote:
Mitchenko M.I.Chairman of the Supervisory Board
"In favour - 44279 votes, representing 20.19% of the votes of shareholders present at the Meeting;
"Against" - 96 votes of shareholders, representing 0.04 % of the votes of shareholders present at the Meeting;
"Abstentions - 0 votes, representing 0 % of the votes of shareholders present at the Meeting.
Vasylenko T.P.Member of the Supervisory Board
"For" - 43706 votes of shareholders, representing 19.93% votes of shareholders present at the Meeting;
"Against" - 0 votes of shareholders, which is 0 % of the votes of shareholders present at the Meeting;
"Abstentions - 0 votes, representing 0 % of the votes of shareholders present at the Meeting.
Manashchenko O.K.Member of the Supervisory Board
"For" - 43718 votes of shareholders, representing 19.94 % of the votes of shareholders present at the Meeting;
"Against" - 0 votes of shareholders, representing 0 % of the votes of shareholders present at the Meeting;
"Abstentions - 0 votes, representing 0 % of the votes of shareholders present at the Meeting.
Oliynyk V.A.Member of the Supervisory Board
"In favour - 43733 votes, representing 19.95 % of the votes of shareholders present at the Meeting;
"Against" - 0 votes of shareholders, which is 0 % of the votes of shareholders present at the Meeting;
"Abstentions - 0 votes, representing 0 % of the votes of shareholders present at the Meeting.
Yakovenko A.P. Member of the Supervisory Board
"In favour - 43743 votes, representing 19.95 % of the votes of shareholders present at the Meeting;
"Against" - 0 votes of shareholders, representing 0 % of the votes of shareholders present at the Meeting;
"Abstentions - 0 votes, representing 0 % of the votes of shareholders present at the Meeting.
If they didn't vote, they didn't vote.
Ballots with 0 votes were declared invalid.
The decision was made.
Following the voting on agenda item 10, a decision was made:
choose:
M.I. Mitchenko as the Chairman of the Supervisory Board of the Company, and T.P. Vasilenko, O.K. Manashchenko, V.A. Oliynyk and A.P. Yakovenko as members of the Supervisory Board of the Company.
11. Draft decision on the eleventh item on the agenda:
11. Termination of powers of the members and the Chairman of the Audit Committee of the Company.
The votes were distributed as follows:
Vote:
"For" - 43855 votes of shareholders, representing 100% votes of shareholders present at the Meeting;
"Against" - 0 votes of shareholders, which is 0 % of the votes of shareholders present at the Meeting;
"Abstentions - 0 votes, representing 0 % of the votes of shareholders present at the Meeting.
If they didn't vote, they didn't vote.
Ballots with 0 votes were declared invalid.
The decision was made.
Following the results of voting on the 11th item on the agenda, a decision was made:
To terminate the powers of the members and the Chairman of the Audit Committee.
12. Draft decision on the twelfth item on the agenda:
12. Election of members and chairman of the Audit Committee of the Company.
Select :
G.V. Dyatl is the Chairman of the Audit Committee, and V.Y. Perkun and P.I. Trukhan are members of the Audit Committee.
The votes were distributed as follows:
Vote:
Dyatel G.V.-Chairman of the Audit Committee.
"For" - 43982 votes of shareholders, representing 33.43 % of the votes of shareholders present at the Meeting;
"Against" - 0 votes of shareholders, which is 0 % of the votes of shareholders present at the Meeting;
"Abstentions - 0 votes, representing 0 % of the votes of shareholders present at the Meeting.
Perkun V.Y. - Member of the Audit Committee.
"In favour - 43833 votes, representing 33.32 % of the votes of shareholders present at the Meeting;
"Against" - 0 votes of shareholders, which is 0 % of the votes of shareholders present at the Meeting;
"Abstentions - 0 votes, representing 0 % of the votes of shareholders present at the Meeting.
Trukhan.P.I.- Member of the Audit Committee.
"For" - 43750 votes, representing 33.25 % of the votes of the shareholders present at the Meeting;
"Against" - 0 votes of shareholders, which is 0 % of the votes of shareholders present at the Meeting;
"Abstentions - 0 votes, representing 0 % of the votes of shareholders present at the Meeting.
If they didn't vote, they didn't vote.
Ballots with 0 votes were declared invalid.
The decision was made.
Following the results of voting on agenda item 12, a decision was made:
select :
G.V. Dyatla is the Chairman of the Audit Committee, and V.Y. Perkun and P.I. Trukhan are members of the Audit Committee.
Chairman of the Counting Committee________________________ Starenchuk O.Y.
Member of the Counting Committee V.V. Tsivun
Member of the Counting Committee V.V. Bryagina
Member of the Counting Committee S.A. Vasilieva
