PRIVATE JOINT STOCK COMPANY "RESEARCH INSTITUTE OF APPLIED INFORMATION TECHNOLOGIES",
convened on 27.02.2019
Pursuant to Part 4 of Article 35 of the Law of Ukraine "On Joint Stock Companies", the Company provides the following information:
1) Notice of the general meeting:
PRIVATE JOINT-STOCK COMPANY "RESEARCH INSTITUTE OF APPLIED INFORMATION TECHNOLOGIES" (hereinafter referred to as the Company, code: 30674051, location: 3, I. Mazepa St., Kyiv) announces that the Extraordinary General Meeting of Shareholders will be held on 27 February 2019 at 11:00 a.m. at the following address: 4, Smelyanska St., Kyiv, room 307. The Extraordinary General Meeting of Shareholders is convened in accordance with Part 5 of Article 47 of the Law of Ukraine "On Joint Stock Companies".
1. Election of the Counting Committee of the General Meeting of Shareholders.
2. Approval of the procedure and method of certification of voting ballots.
3. Election of the Chairman and Secretary of the General Meeting of Shareholders.
4. Approval of the Rules of Procedure of the General Meeting of Shareholders.
5. Amendments to the Company's Charter by approving a new version of the Charter and determining the person authorised to sign it and carry out its state registration. Determining the effective date of the resolutionv on amendments to the Company's Charter.
6. Preliminary approval of significant transactions that may be made by the Company, the nature of such transactions and their maximum value.
Registration of participants will take place on 27 February 2019 from 10:00 a.m. to 10:45 a.m. at the meeting venue. To register and participate in the general meeting, shareholders must provide a passport, and proxies must provide a passport and a power of attorney for participation in the meeting, executed in accordance with the requirements of the applicable law.
Date of drawing up the list of shareholders entitled to participate in the general meeting 21 February 2019.
From the date the Company sends the notice of the general meeting to 26 February 2019 (inclusive), shareholders have the right to review the documents necessary for making decisions on the agenda at the Company's location: 3 I. Mazepa St., Kyiv, room 1 on business days (Monday - Friday) from 15:00 to 18:00); and on the day of the AGM (27 February 2019) - at the place of its holding at 4 Smelyanska St., Kyiv, room 307.
Shareholders have the right to send written questions to the Company regarding the items included in the draft agenda of the general meeting and the agenda of the general meeting before the date of the general meeting.
The procedure for familiarising shareholders with the materials they may review in preparation for the AGM (hereinafter referred to as the materials): the shareholder (representative) shall contact the responsible person at the address and time specified above; provide a passport (for a representative - a passport and a power of attorney with the relevant rights); the responsible person shall provide the materials; after reviewing the materials, the shareholder (representative) shall return the materials to the responsible person in full.
The Company shall provide written answers to written questions of shareholders regarding the issues included in the agenda of the general meeting before the date of the general meeting. The Company's shareholders may submit relevant written questions at the address of the Company's registered office. The Company shall respond to written questions of shareholders within the next business day after receipt of the shareholder's question.
The official responsible for the procedure for shareholders to get acquainted with the documents is the Company's Director Yuriy Esaulov, tel. (044) 246-27-82.
Each shareholder has the right to make proposals on the issues included in the draft agenda of the GCM, as well as on new candidates to the company's bodies to the extent and in accordance with Article 38 of the Law of Ukraine On Joint Stock Companies.
Proposals on issues included in the draft agenda of the GC shall be submitted no later than 20 days before the date of the general meeting of the joint-stock company, and on candidates to the company's bodies - no later than seven days before the date of the general meeting. Proposals of shareholders (shareholder) holding 5 per cent or more of voting shares in aggregate shall be subject to mandatory inclusion in the draft agenda of the GC. A proposal to the draft agenda of the GCM shall be submitted in writing, indicating the name of the shareholder submitting it, the number, type and/or class of shares held by him/her, the content of the proposal to the issue and/or draft resolution, as well as the number, type and/or class of shares held by the candidate proposed by this shareholder to the bodies. Changes to the draft agenda of the Meeting shall be made only by including new items and draft resolutions on the proposed items.
Procedure for participation and voting at the GMS by proxy: after registration and receipt of voting ballots, the representative shall vote and record the expression of will in the voting ballot solely in accordance with the powers granted to him/her, which shall be specified in the power of attorney for participation in the GMS, executed in accordance with the requirements of the current legislation of Ukraine. The granting of a proxy for the right to participate and vote at the Meeting of Shareholders does not preclude the right of the shareholder who issued the proxy to participate at this meeting instead of his/her representative.
The address of its website, which contains information with draft resolutions on each item on the agenda, as well as other information in accordance with the requirements of the current legislation of Ukraine: https://ndipit.com.ua/instytut/povidomlennya.
As of the date of compiling the list of persons to whom the notice of the general meeting was sent on 05 February 2019: total number of shares - 100, total number of voting shares - 100.
On Issue No. 1: To elect Irina Titarenko as the Chairperson of the Counting Committee and Igor Cherednichenko as the Secretary of the Counting Committee.
On question 2: To approve the procedure and method of certification of voting ballots: during the registration of shareholders and their representatives, the Chairman of the Registration Commission shall establish the compliance of ballots prepared for distribution to shareholders with the form and text of ballots approved by the Supervisory Board. If the ballots prepared for distribution to shareholders comply with the form and text of the ballots approved by the Supervisory Board, the Chairman of the Registration Commission shall certify the ballots by signing them. If the ballots do not comply with the form and text of the ballots approved by the Supervisory Board, the Chairman of the Registration Commission shall mark each ballot as "Invalid" and sign it. The information on invalid ballots shall be indicated in the Minutes of the Registration Commission.
On question 3: To elect Viktor Tikhonovich Bobovkin as the Chairman of the Meeting and Valentin Yakovlevich Prokofiev as the Secretary of the Meeting.
On question 4: Establish the following rules of procedure for the General Meeting: report - up to 10 minutes; co-report by appointment, to be submitted to the Chairman of the Meeting in writing, indicating the name of the shareholder or shareholder's representative - up to 5 minutes; discussion - up to 5 minutes; proposals/comments shall be submitted to the Chairman of the Meeting in writing, indicating the name of the shareholder or shareholder's representative; voting on the agenda shall be by ballot.
On question 5:
1. Due to the production necessity and bringing the Company's Charter in line with the provisions of the Law of Ukraine "On Amendments to Certain Legislative Acts of Ukraine on Simplification of Doing Business and Attracting Investments by Securities Issuers" No. 2210-19 dated 16.11.2017, to make appropriate changes to the Company's Charter by setting it out in a new version and approve it.
2. To authorise Yuriy Vyacheslavovich Esaulov, the Company's Director, to sign the new version of the Charter on behalf of the Company.
3. To entrust Yuriy Vyacheslavovich Esaulov, the Company's Director, to take all necessary actions for the state registration of the Company's Charter in a new version.
4. Amendments to the Company's Charter shall become effective: for the general meeting of shareholders and the Company's bodies - from the moment such a decision is made (from the moment the minutes of the voting results are drawn up), for third parties - from the date of state registration of the Company's Charter in a new version.
On question 6: To allow and authorise the Director of the Company Yurii Esaulov to enter into significant transactions on behalf of the Company if the amount of one such transaction does not exceed UAH 200,000,000.00 (two hundred million hryvnias zero kopecks) and the total value of such transactions does not exceed UAH 400,000,000.00 (four hundred million hryvnias zero kopecks), for the period until 27 February 2020. The nature of the significant transactions: contracts for the production of educational documents, contracts for the production of student and pupil cards; contracts for the maintenance (management) of databases; contracts for the development, creation and maintenance of equipment, software, software products, etc.; contracts for the international purchase and sale of necessary materials (including carpentry, laminated film, etc.); contracts for the purchase of strict reporting forms; as well as any other transactions that do not contradict the requirements for the transaction amount are indicated
Supervisory Board
2) Information on the total number of shares and voting shares as of the date of compiling the list of persons to whom the notice of the general meeting is sent:
As of the date of compiling the list of persons to whom the notice of the general meeting was sent on 05 February 2019: total number of shares - 100, total number of voting shares - 100.
3) The list of documents to be submitted by a shareholder (shareholder's representative) for participation in the general meeting: shareholders - a passport; representatives of shareholders - a passport and a power of attorney for the right to participate in the meeting, executed in accordance with the requirements of the applicable law; persons representing legal entities without a power of attorney - a protocol of appointment, a valid extract from the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organisations (for non-resident legal entities - legalised documents on state registration and appointment), a passport.
4) Draft resolutions on issues included in the agenda of the general meeting prepared by the supervisory board or, if no resolution is proposed, a commentary of the company's management body on each issue included in the agenda of the general meeting:
On question 1: To elect Irina Titarenko as the Chairperson of the Counting Committee and Igor Cherednichenko as the Secretary of the Counting Committee.
On question 2: To approve the procedure and method of certification of voting ballots: during the registration of shareholders and their representatives, the Chairman of the Registration Commission shall establish the compliance of ballots prepared for distribution to shareholders with the form and text of ballots approved by the Supervisory Board. If the ballots prepared for distribution to shareholders comply with the form and text of the ballots approved by the Supervisory Board, the Chairman of the Registration Commission shall certify the ballots by signing them. If the ballots do not comply with the form and text of the ballots approved by the Supervisory Board, the Chairman of the Registration Commission shall mark each ballot as "Invalid" and sign it. The information on invalid ballots shall be indicated in the Minutes of the Registration Commission.
On question 3: To elect Viktor Tikhonovich Bobovkin as the Chairman of the Meeting and Valentin Yakovlevich Prokofiev as the Secretary of the Meeting.
On question 4: Establish the following rules of procedure for the General Meeting: report - up to 10 minutes; co-report by appointment, to be submitted to the Chairman of the Meeting in writing, indicating the name of the shareholder or shareholder's representative - up to 5 minutes; discussion - up to 5 minutes; proposals/comments shall be submitted to the Chairman of the Meeting in writing, indicating the name of the shareholder or shareholder's representative; voting on the agenda shall be by ballot.
On question 5:
1. Due to the production necessity and bringing the Company's Charter in line with the provisions of the Law of Ukraine "On Amendments to Certain Legislative Acts of Ukraine on Simplification of Doing Business and Attracting Investments by Securities Issuers" No. 2210-19 dated 16.11.2017, to make appropriate changes to the Company's Charter by setting it out in a new version and approve it.
2. To authorise Yuriy Vyacheslavovich Esaulov, the Company's Director, to sign the new version of the Charter on behalf of the Company.
3. To entrust Yuriy Vyacheslavovich Esaulov, the Company's Director, to take all necessary actions for the state registration of the Company's Charter in a new version.
4. Amendments to the Company's Charter shall become effective: for the general meeting of shareholders and the Company's bodies - from the moment such a decision is made (from the moment the minutes of the voting results are drawn up), for third parties - from the date of state registration of the Company's Charter in a new version.
On question 6: To allow and authorise the Director of the Company Yurii Esaulov to enter into significant transactions on behalf of the Company if the amount of one such transaction does not exceed UAH 200,000,000.00 (two hundred million hryvnias zero kopecks) and the total value of such transactions does not exceed UAH 400,000,000.00 (four hundred million hryvnias zero kopecks), for the period until 27 February 2020. The nature of the significant transactions: contracts for the production of educational documents, contracts for the production of student and pupil cards; contracts for the maintenance (management) of databases; contracts for the development, creation and maintenance of equipment, software, software products, etc.; contracts for the international purchase and sale of necessary materials (including carpentry, laminated film, etc.); contracts for the purchase of strict reporting forms; as well as any other transactions that do not contradict the requirements for the transaction amount are indicated
05.02.2019 р.
Director of the Company Yuriy Esaulov.
