Regulation on the General Meeting of Participants

Approved by
Resolution of the General Meeting of Participants of the Platform
07.12.2017

REGULATION
on the General Meeting of Participants of the Platform
‘The Implementation of the
Ukraine–European Union Association Agreement Standards
on the Effective and Balanced Use of Natural Resources’

SECTION 1. General provisions

1.1. This Regulation defines the competence of the General Meeting of Participants of the Platform (hereinafter referred to as the General Meeting), the procedure to arrange and run the General Meeting.

1.2. The General Meeting is the supreme management body of the Platform.

1.3. The General Meeting shall be guided in its activity by the applicable legislation of Ukraine, this Regulation, as well as other Platform documents.

1.4. The Participants of the Platform shall take part in the General Meeting through their representatives, whose powers shall be formalized in accordance with the applicable legislation of Ukraine.

SECTION 2. Competence of the General Meeting

2.1. The competence of the General Meeting includes solving the following issues:

2.1.1. Coordination of priority and strategic areas of activity of the Platform;

2.1.2. Approval of the main documents governing activities of the management bodies of the Platform:

  • Regulation on the General Meeting of Participants of the Platform;
  • Regulation on the Supervisory Board of the Platform (hereinafter referred to as the Supervisory Board);
  • Company of the Operating Company of the Platform (hereinafter – Operating Company);
  • Regulation on the Participants of the Platform

2.1.3. Approval of the annual report of the Platform;

2.1.4. Approval of the personnel of Supervisory Board;

2.1.5. Approval of the personnel of other management bodies (except for the Operating Company), advisory and consulting collegial bodies of the Platform, if such are formed in future.

2.2. Issues pertaining to the competence of the General Meeting may not be referred for resolution to other management bodies of the Platform.

SECTION 3. Annual General Meeting

3.1. The Annual General Meeting shall be convened by the decision of the Operating Company within the period from March 1 to May 31 of the year following the reporting year.

3.2. The agenda of the Annual General Meeting shall include issues on approval of the annual report of the Platform

3.3. The Participants of the Platform and representatives of the management bodies of the Platform shall be entitled to submit proposals on items of the agenda of such meeting not later than 10 days before the date of the Annual General Meeting. The above proposals shall be sent to the Head of the Assembly of Enterprise "Expert Advice of the Ukrainian Association of Geologists" (hereinafter – Head of the Operating Company). Within 10 (ten) days from the date of receipt of such proposal, the Operating Company shall take a decision on its inclusion in the agenda of the General Meeting, or a decision on its refusal. Proposals for inclusion of items in the agenda of the Annual General Meeting shall be made in writing and may be accompanied by necessary documents to be signed by the authorized persons.

3.4. In case the issue on formation of the management bodies of the Platform shall be included in the agenda, the Participants of the Platform shall submit to the Operating Company their proposals regarding candidates to their membership not later than 10 days before the date of the General Meeting.

Together with the proposal to nominate candidates for the management bodies of the Platform, the applicant shall submit to the Operating Company a written consent of each candidate to run for the respective management body.

A candidate nominated for election to the management bodies of the Platform shall be entitled to refuse to run for the management bodies at any time by sending a written notice to the Operating Company. If the Operating Company receives such notice prior to the approval of the voting bulletin form for the election of the relevant management body of the Platform, the Operating Company shall be entitled to exclude the candidate from the voting list. After approval by the Operating Company of the voting bulletin form for the election of the relevant management body of the Platform, the bulletin shall not be amended. The Chairman at the General Meeting shall announce the fact of receiving the refusal(s) from the candidates included in the voting bulletin for the election of the management bodies of the Platform when discussing the relevant item on the agenda at the General Meeting.

SECTION 4. Extraordinary General Meeting

4.1. The General Meeting held in addition to the Annual General Meetings shall be extraordinary.

4.2. The Extraordinary General Meeting shall be held by the decision of the Operating Company on its own initiative or at the written request of the other body of the Platform or the Participants of the Platform, constituting not less than 25 (twenty five) per cent of the total number of Participants of the Platform.

The request for the extraordinary General Meeting shall contain the issues to be included in the agenda of the meeting.

The request for the extraordinary General Meeting may contain draft decisions on each of these issues, as well as suggestions regarding the format of the extraordinary General Meeting (in person or by correspondence).

4.3. Within 10 (ten) days from the date of receipt of the request from the body of the Platform or the Participants of the Platform for convening the extraordinary General Meeting, the Operating Company shall decide to convene the extraordinary General Meeting or refuse to convene it, specifying the reason for the refusal.

The decision of the Operating Company to convene the extraordinary General Meeting or a reasoned decision to refuse to convene it shall be forwarded to the person (body) requesting convening of it not later than 3 (three) days from the date of the decision.

The decision to refuse to convene the extraordinary General Meeting may be taken by the Operating Company if:

  • the procedure of convening the extraordinary General Meeting established by this Regulation is not observed;
  • none of the issues proposed for inclusion in the agenda of the Extraordinary General Meeting is not within the competence of the Participant and (or) does not meet the requirements of the current legislation of Ukraine.

4.4. The extraordinary General Meeting at the request of the Participants shall be arranged by the Operating Company not later than 30 (thirty) days as of submission of the request for holding of it.

SECTION 5. Chairman of the General Meeting and Secretary of the General Meeting

5.1. The Head of the Operating Company and, in his/her absence, his/her Deputy shall be the chairman at the General Meeting.

5.2. The Chairman of the General Meeting shall:

5.2.1. Organize work of the General Meeting;

5.2.2. Organize keeping minutes of the General Meeting;

5.2.3. Sign the minutes of the General Meeting and other documents according to the results of the General Meeting held;

5.2.4. Ensure timely distribution of resolutions passed by the General Meeting, to the members of the management bodies of the Platform, the participants of the Platform.

5.3. The Secretary of the General Meeting shall be appointed upon recommendation of the Operating Company.

5.4. The Secretary of the General Meeting shall:

5.4.1. Keep the minutes of the General Meeting, submit it for signing to the chairman of the General Meeting;

5.4.2. Send the resolutions passed by the General Meeting, to the members of the management bodies of the Platform, the Participants of the Platform;

5.4.3. Provide the Participants of the Platform with copies of the minutes of the General Meeting, extracts from the minutes of the General Meeting;

5.4.4. Provide record keeping, workflow, storage of documents of the General Meeting;

5.4.5. Notify the Participants of the Platform and the management bodies of the Platform of holding of the General Meeting, send materials of the agenda of the General Meeting;

5.4.6. Perform other functions stipulated by orders of the chairman at the General Meeting, resolutions of the General Meeting and the Operating Company.

SECTION 6. Preparation of the General Meeting

6.1. The Operating Company in the course of preparation for the General Meeting shall:

6.1.1. Approve the agenda;

6.1.2. Approve the form of voting bulletins for the General Meeting;

6.1.3. Determine the date, time and place of the General Meeting, the time of commencement of registration of the members of the General Meeting and in the case of holding the General Meeting in the form of absentee voting, the date of the end of acceptance of voting bulletins and the address to which the filled in bulletins shall be sent;

6.1.4. Determine the format of holding the General Meeting (in person or by correspondence);

6.1.5. Determine the list and format of information (materials) on the agenda of the General Meeting, as well as the procedure for familiarizing the Participants of the Platform or their representatives with such information (materials);

6.1.6. Determine the list of persons entitled to attend the General Meeting;

6.1.7. Resolve other issues related to preparation for the General Meeting.

6.2. The notice of the General Meeting shall be sent to each representative of the management bodies of the Platform and to each Participant of the Platform not later than 10 (ten) days prior to the date of the General Meeting. The notice of the General Meeting can be sent by e-mail, fax or registered letter, which allows to establish the fact of receipt of the notice.

6.3. The General Meeting shall be deemed duly constituted if more than half of the Participants of the Platform are present. In the absence of the quorum for the General Meeting, the chairman of the General Meeting shall announce a new date for the General Meeting.

SECTION 7. Registration of participants of the General Meeting

7.1. Registration of members of the General Meeting shall be carried out at the place determined in the course of preparation for the General Meeting and specified in the notice of holding of it.

7.2. Registration of members of the General Meeting shall start not later than 30 minutes before commencement of the General Meeting.

7.3. Upon registration the members of the General Meeting shall present the following documents to the Secretary of the General Meeting:

7.3.1. The representative of the legal entity being the Participant of the Platform – a document confirming his/her position in accordance with the current legislation and identity document;

7.3.2. The representative of the Participant of the Platform – power of attorney on behalf of the legal entity and a document certifying the representative’s identity;

7.3.3. Invited individual – identity document;

7.3.4. Invited legal entity – a document certifying the position of the head in accordance with the applicable legislation and a document certifying the identity or power of attorney on behalf of the legal entity and a document certifying the representative’s identity.

SECTION 8. Holding the General Meeting in Joint Attendance Format (in-person)

8.1. The General Meeting in the format of the joint presence of the Participants of the Platform (in-person) shall be held according to the following procedure:

  • Opening of the meeting by the chairman;
  • Announcement by the chairman of the composition of the counting commission formed by the Operating Company;
  • Announcement of the agenda by the chairman of the General Meeting;
  • Consideration of agenda items;
  • Speech of the members of the General Meeting and invited persons on the items of the agenda;
  • Provision to the members of the General Meeting of voting bulletins; voting on the items of the agenda, including ballot voting;
  • Summing up the results of voting on the agenda items by the counting commission;
  • Announcement by the chairman of the General Meeting of the decisions taken on the agenda items.

8.2. The duration of the speeches shall be determined by the chairman of the General Meeting. The invited persons shall be entitled to speak and participate in discussion of items on the agenda of the General Meeting in agreement with the chairman of the General Meeting and in accordance with the procedure established by him/her.

8.3. Each Participant of the Platform shall have one vote at the General Meeting, unless otherwise specified in the documents of the Platform.

8.4. The decisions of the General Meeting shall be adopted by a simple majority of votes of the members. In case of even distribution of votes, the vote of the chairman of the General Meeting shall be decisive.

8.5. The minutes of the General Meeting shall contain:

  • Date, time, place and format of holding of the General Meeting (in person or by correspondence);
  • List of members of the General Meeting (Participants of the Platform and invited persons);
  • Information on the quorum of members of the General Meeting;
  • Agenda of the General Meeting;
  • Decisions on items of the agenda of the General Meeting; results of voting of the members of the General Meeting.

The protocol of the counting commission on the results of voting on the agenda items shall be attached to the minutes of the General Meeting.

The minutes of the General Meeting shall be drawn up within 7 (seven) days after holding of it and shall be signed by the chairman and the secretary of the General Meeting.

8.6. Other issues related to arrange and run the General Meeting shall be governed by the Platform documents approved by the General Meeting as well as by separate decisions of the Operating Company.

SECTION 9. Final provisions

Amendments to the provisions of this Regulation shall be made by the resolution of the General Meeting of the Platform Participants passed according to the established procedure.