№3019/04-360 19.10.2020
Supervisory Board of the Private Joint-Stock Company “Kharkiv Design and Exploration Institute of Transport Facilities” (hereinafter – the Company or PJSC “Khargiprotrans”), location: st. Christmas, 29-B, Kharkiv, 61052, Ukraine, identification code 01388452, announces the annual general meeting of shareholders. The annual general meeting of shareholders of the Company will be held remotely on November 25, 2020 (voting end date) in the manner prescribed by the Provisional Procedure for convening and remote holding of general meetings of shareholders and general meetings of corporate investment fund, approved by the National Securities and Stock Market Commission of 16.04 .2020 № 196 (hereinafter Provisional Order). The ballot paper for voting on all issues of the agenda (except for cumulative voting) will be available to shareholders on 11.11.2020 on the Company’s own website at the link: https://khargiprotrans.com/category/povidomlennia/. The ballot paper for cumulative voting will be posted on November 20, 2020. on the website at the link: https://khargiprotrans.com/category/message/. The list of shareholders entitled to participate in the annual general meeting of shareholders of the Company is compiled as of 24 hours on 19.11.2020. The list of issues together with the draft decisions on each of the issues included in the draft agenda:
Question 1. Election of the counting commission of the General Meeting of the Company.
Draft decision:
- To elect the counting commission of the General Meeting of the Company consisting of three persons: Kovtun SO, Bysov OI, Sharovsky V.Ya., to elect Kovtun SO as the chairman of the counting commission.
- To determine that the powers of the counting commission are terminated after the execution of all protocols on the results of voting from the moment of transfer of documents on voting for storage, in accordance with the requirements of Part 4 of Art. 45 of the Law of Ukraine “On Joint Stock Companies”.
Issue 2. Making decisions on the procedure for holding the General Meeting of the Company.
Draft decision:
to approve the following procedure for holding the General Meeting of the Company: - Voting on the agenda of the General Meeting of the Company is conducted exclusively with the use of ballot papers, the form and text of which were approved by the Supervisory Board of the Company, and which were posted on the website at: https://khargiprotrans.com/category/povidemlenie/.
- Voting is held on the principle of one voting action – one vote.
- Voting for members of the Supervisory Board is conducted using ballots for cumulative voting.
- Decisions on issues put to the vote shall be taken by a simple majority of votes of shareholders.
Question 3. Consideration of the report of the Director on the results of financial and economic activities of the Company for 2019 and approval of measures based on the results of its consideration.
Draft decision: - To take note of the report of the Director on the results of financial and economic activities of the Company for 2019.
- The Director shall perform his duties in accordance with the Articles of Association, internal Regulations and current legislation and continue to work to improve the business activity of all divisions of the Company.
Issue 4. Consideration of the report of the Supervisory Board of the Company for 2019 and approval of measures based on the results of its consideration.
Draft decision: - To take note of the report of the Supervisory Board of the Company for 2019.
- The Supervisory Board to perform its duties in accordance with the Articles of Association, internal regulations and current legislation and to protect the rights of shareholders of the Company, and within its competence, to control and regulate the activities of the Company and the executive body of the Company.
Issue 5. Consideration of the report and conclusions of the Audit Commission of the Company for 2019 and approval of measures based on the results of its consideration.
Draft decision: - To take note of the Report of the Audit Commission of the Company for 2019.
- To approve the conclusions of the Audit Commission of the Company for 2019.
- The Audit Commission to perform its duties in accordance with the Articles of Association, internal regulations and current legislation and to plan and conduct an audit of the financial and economic activities of the Company in the next financial year, based on which to prepare an appropriate opinion.
Question 6. Making decisions based on the results of consideration of the Director’s report, report
Supervisory Board and the report of the Audit Commission.
Draft decision:
Based on the results of consideration of the reports, the work of the Director, the Supervisory Board and the Audit Commission should be considered satisfactory, in accordance with the purpose, directions of the Company’s activity, Regulations, its constituent documents, and: - To approve the report of the Director for 2019.
- Approve the report of the Supervisory Board for 2019.
- To approve the report of the Audit Commission for 2019.
Question 7. Approval of the annual report and balance of the Company for 2019.
Draft decision: - Approve the annual
