General Shareholders Meeting

The General Shareholders Meeting is the supreme governing body through which shareholders exercise their right to participate in the Company’s governance. The procedure for shareholders to participate in the governance of the Company and the General Shareholders Meeting’s scope of authority are defined in FESCO’s Articles of Association and Regulations on the General Shareholders Meeting as required by the applicable lawsApproved by the adjourned Annual General Shareholders Meeting on 16 November 2020, Minutes No. 53 dated 20 November 2020..

In line with the Corporate Governance Code and best practices, the Company seeks to create equal, fair and best possible conditions for shareholders to exercise their rights by engaging with the Company.

They can propose items for the General Shareholders Meeting agenda and candidates to the Board of Directors within 60 days after the end of the financial year.
In the course of a General Shareholders Meeting held as a physical meeting, shareholders may ask the chairman and key managers questions on FESCO operations.
The Corporate Secretary’s team advises minority shareholders on exercising their rights (participation in shareholders meetings, inheritance, and sale and purchase of shares).
Additionally, shareholders can communicate with the Company via the ir@fesco.com, or the Company’s contact centreContact centre phone: +7 495 780 6001..
Additionally, shareholders can communicate with the Company via the corporate website at in the Messages for Shareholders section.

Shareholders Meetings held in 2021

TYPE AND FORM	DATE	AGENDA	QUORUM, %
1. Annual General Shareholders Meeting held in the form of absentee voting	23 June 2021	1. Election of FESCO’s Board of Directors. 2. Election of FESCO’s Audit Commission. 3. Approval of FESCO’s auditor for 2021. 4. Approval of FESCO’s 2020 annual report. 5. Approval of FESCO’s 2020 annual financial (accounting) statements. 6. Profit distribution (including dividend payment) based on performance results in 2020. 7. FESCO participation in the Eurasian Union of Participants in Rail Freight Transportation	32.9207
2. Adjourned Annual General Shareholders Meeting held in the form of absentee voting	23 July 2021	The adjourned Annual General Shareholders Meeting had the same agenda as the failed Meeting dated 23 June 2021.	82.9139
3. Extraordinary General Shareholders Meeting held in the form of absentee voting	2 December 2021	1. Approval of a new version of FESCO’s Articles of Association. 2. Early termination of powers of the Audit Commission. 3. Approval of a new version of the Regulations on Remuneration and Compensation for FESCO’s Board of Directors.	82.9178

TYPE AND FORM

DATE

AGENDA

QUORUM, %

1. Annual General Shareholders Meeting held in the form of absentee voting

23 June 2021

1. Election of FESCO’s Board of Directors.

2. Election of FESCO’s Audit Commission.

3. Approval of FESCO’s auditor for 2021.

4. Approval of FESCO’s 2020 annual report.

5. Approval of FESCO’s 2020 annual financial (accounting) statements.

6. Profit distribution (including dividend payment) based on performance results in 2020.

7. FESCO participation in the Eurasian Union of Participants in Rail Freight Transportation

32.9207

2. Adjourned Annual General Shareholders Meeting held in the form of absentee voting

23 July 2021

The adjourned Annual General Shareholders Meeting had the same agenda as the failed Meeting dated 23 June 2021.

82.9139

3. Extraordinary General Shareholders Meeting held in the form of absentee voting

2 December 2021

1. Approval of a new version of FESCO’s Articles of Association.

2. Early termination of powers of the Audit Commission.

3. Approval of a new version of the Regulations on Remuneration and Compensation for FESCO’s Board of Directors.

82.9178

In 2021, there were three General Shareholders Meetings, with the Annual General Shareholders Meeting of 23 June 2021 deemed failed due to no quorum present.

On 23 July 2021, an adjourned Annual General Shareholders Meeting held in absentia resolved to elect a new Board of Directors and approve the auditor for 2021 and the Company’s participation in the Eurasian Union of Participants in Rail Freight Transportation to promote favourable conditions for sustainable development of container transportation in EurasiaResolution of the adjourned Annual General Shareholders Meeting dated 23 July 2021, Minutes No. 55 dated 26 July 2021..

The General Shareholders Meeting held on 2 December 2021 adopted the following resolutions regarding legislative changes, effective business practices and improvement of FESCO’s corporate governance and control.

The new version of the Articles of Association was approved on the back of the Board of Directors’ stronger involvement in managing FESCO’s core assets. In particular, the amended Articles of Association authorise the Board of Directors to pre-approve candidates to collegial executive bodies of a number of FESCO’s material companies, and employment contracts with sole executive bodies of such companies (including VMTP and FSC).
The Audit Commission ceased to control the Company’s financial and operating performance as FESCO’s external auditor effectively performs these functions.
The new Regulations on Remuneration and Compensation for FESCO’s Board of Directors were approved. Amendments were due to establishing a fair and reasonable remuneration for the Board of Directors by increasing the base annual remuneration to RUB 12 million (paid at RUB 4.5 million since 2017).

Shareholder register

FESCO’s shareholder register is maintained by JSC Novy Registrator (perpetual registrar licence No. 045-13951-000001 issued by the Federal Financial Markets Service on 30 March 2006).

The registrar is located at: 30 Buzheninova St., Bld. 1, floor/office/room 2/VI/32, Moscow, 107996.

The Far-Eastern Branch of Novy Registrator is responsible for servicing FESCO shareholders in Vladivostok. Address: 28 Aleutskaya St., office 404, Vladivostok, 690000.

Information on shareholder support in other Russian cities is available at website.