Draft decisions on issues included in draft agenda of extraordinary General Meeting convened on 16.03.2023.
1. Approval of the organizational structure of “Ukrainian Energy Machines” Joint stock company.
Draft decision:
To approve organizational structure of “Ukrainian Energy Machines” Joint stock company.
2. Election of members of Supervisory Board of the Company.
3. Approval of terms of civil law contracts to be concluded with members of Supervisory Board of the Company. Election of person authorized to sign contracts with members of Supervisory Board of the Company.
Draft decision:
1. To approve terms of civil law contracts to be concluded with members of Supervisory Board of the Company and to establish amount of remuneration for members of Supervisory Board of the Company specified in them.
2. To grant General Director of the Company authority to sign civil law contracts to be concluded with members of Supervisory Board of the Company.
4. Making changes to the Company's Charter by presenting it in a new version.
Draft decision:
1. To make changes to the Company's Charter (except for cases provided by Article 99 of Law of Ukraine “On Joint Stock Companies”) by presenting it in a new version.
2. To authorize Chairman and Secretary of the meetings to sign Charter of the Company in the new version.
3. To instruct General Director of the Company (with the right of delegation) to carry out state registration of the new version of the Company's Charter in accordance with procedure established by law.
5. Resolution of the issue of the creation of a separate division of the Company - Transcarpathian branch of “Ukrainian Energy Machines” Joint stock company.
Draft decision:
1. To create separate division of the Company - Transcarpathian branch “Ukrainian Energy Machines” Joint stock company.
2. Determine the full name of the branch: Transcarpathian branch of “Ukrainian Energy Machines” Joint stock company, abbreviated: Transcarpathian branch of “Ukrenergymachines” JSC.
3. To instruct General Director of the Company (with the right of delegation) to carry out state registration of creation of Transcarpathian branch of “Ukrainian Energy Machines” Joint stock company in accordance with the procedure established by law.
6. Resolution of issue of creating separate division of the Company - Lviv branch of “Ukrainian Energy Machines” Joint stock company.
Draft decision:
1. Create separate division of the Company - Lviv branch of “Ukrainian Energy Machines” Joint stock company.
2. Determine full name of the branch: Lviv branch of “Ukrainian Energy Machines” Joint stock company, abbreviated: Lviv branch of “Ukrenergymachines” JSC.
3. To instruct General Director of the Company (with the right of delegation) to carry out state registration of creation of Lviv branch of “Ukrainian Energy Machines” Joint stock company in accordance with procedure established by law.
7. Approval of conditions for conducting the Company's ordinary business activities.
Draft decision:
Approve conditions for conducting the Company's ordinary business activities, namely:
• to establish that within framework of the Company's ordinary business activity is the Company's activity (conclusion of agreements/contracts by the Company), subject of which is:
- manufacture of products/goods of own manufacture: turbine and generator equipment, electric motors, including steam turbines for TPP, NPP, HPP, back pressure steam turbines, adjustable baldes type hydroturbines, radial axial type hydroturbines, horizontal capsule hydroturbines, reversible hydraulic machines, propeller type hydroturbines, disk valves, ball valves, built-in cylindrical valves, turbogenerators, hydrogenerators, hydrogenerators - motors, synchronous compensators, other auxiliary equipment; electrical equipment, including generators, electric motors for railway and urban transport rolling stock, auxiliary electric machines, large direct current machines, electrical apparatus, electronic devices, etc.,
- carry out rehabilitation and modernization of turbine and generator equipment and other equipment; equipment repair and maintenance services; execution of orders for dismantling, adjustment, reconstruction, overhauling and operation of hydropower, hydromechanical, technological equipment at HPPs, TPPs, mini hydroelectric power plants, pumping stations, hydrotechnical and water management facilities, as well as at other energy, industrial and agricultural facilities, manufacturing, supply and installation of metal, reinforced concrete building structures and pipelines of various purposes; manufacture, supply and installation of component products, hydraulic, power, lifting and transport, pump-compressor and other technological equipment and its components, etc.,
- implementation of other types of economic activity included in Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations;
• establish that transactions by the Company, if market value of the subject of such transaction is 10 percent or more of value of the Company's assets, according to the latest annual financial statements, within the framework of ordinary business activities, provided that they are carried out on market terms, are carried out without obtaining an additional decision on commission of significant transaction by the Company's Supervisory Board or the Company's General Meeting;
• to establish that decision on the Company's execution of transactions, if market value of the subject of such transaction is 5 percent or more of value of the Company's assets, according to the latest annual financial statements, within the framework of the Company's normal business activities, provided that they are executed on market terms, is adopted by Directorate of the Company;
• to establish that transactions mentioned above in this decision, if market value of subject of such transaction is 10 percent or more of value of the Company's assets, according to data of the last annual financial statements, within the framework of ordinary business activities, provided they are carried out on market terms, are not significant transactions in accordance with Law of Ukraine “On Joint Stock Companies” and provisions of parts 1-7 of Article 106 of Law of Ukraine “On Company Shareholders” do not apply to it.