Management Board

Founder of Moscow Plant for Special Alloys Processing Joint Stock Company (hereinafter referred to as “MZSS JSC” or “the Company”) is the Russian Federation represented by the Federal Agency for State Property Management (Rosimushchestvo).

Management board of MZSS JSC is:

– General Meeting of Shareholders;

– Board of Directors;

– sole executive body (Director General).

Audit Commission oversees financial and business activities of MZSS JSC.

These management bodies are governed by the laws of the Russian Federation and the Charter of MZSS JSC.

General Meeting of Shareholders

The supreme management body of MZSS JSC is the General Meeting of Shareholders. During the period when all voting shares of MZSS JSC are in federal ownership, decisions on the issues related to the competence of the General Meeting of Shareholders are made by the sole shareholder of MZSS JSC – the Russian Federation represented by the Federal Agency for State Property Management (territorial department of Rosimushchestvo in Moscow).

The following issues fall under the competence of the General Meeting of Shareholders:

• changes and amendments to the Company’s Charter or approval of a new version of the Company’s Charter;
• reorganization of the Company;
• Company liquidation, establishment of Liquidation Commission and approval of interim and final liquidation balances;
• election of the members of the Board of Directors and early termination of their powers;
• determination of the number, par value, and category (type) of the authorized shares and the rights granted by these shares;
• Company’s charter capital increase by increasing par value of shares or by placing additional shares within the number and category of the authorized shares;
• Company’s charter capital increase by reducing par value of the shares through the acquisition of any part of the Company’s shares to reduce their total number, and by canceling purchased or bought back shares by the Company;
• establishment of the Company’s sole executive body and early termination of its powers;
• election of the Internal Audit Commission members of the Company, early termination of their powers;
• approval of the Company’s auditor;
• payment (declaration) of dividends based on the results of the first quarter, half-year, nine months and fiscal year;
• approval of annual reports, annual accounting statements, including profit and loss statements (profit and loss accounts) of the Company, and distribution of profit (including payment (announcement) of dividends, excluding profit distributed as dividends as a result of the first quarter, half-year, nine months and the fiscal year) and losses of the Company as a result of the fiscal year;
• determination on the procedure for the General Meeting of Shareholders of the Company;
• election of the members of the Counting Commission and early termination of their powers;
• shares splitting and consolidation;
• decision-making on transactions approval in cases provided for by Article 83 of the Federal Law On Joint-Stock Companies;
• decision-making on major transactions approval in cases defined by Article 79 of the Federal Law On Joint-Stock Companies;
• outstanding shares acquisition by the Company in cases provided for by the Federal Law On Joint-Stock Companies;
• decision-making on participation in financial and industrial groups, associations, and other unions of commercial organizations;
• internal documents approval regulating activities of the Company’s board;
• decision-making on applying for the Company’s shares and (or) issued securities listing convertible into the Company’s shares;
• decision-making on applying for the Company’s shares and (or) issued securities delisting convertible into the Company’s shares;
• decision-making on remuneration and/or compensation for expenses related to the functions of the members of the Board of Directors, and establishment of the amount of such remuneration and compensation;
• decision-making on all non-major transactions approval related to the Company’s direct or indirect acquisition, disposal or potential disposal;
• immovable property or property rights in relation to immovable property, including the right to use the land plots by the Company;
• promissory notes (issue and receipt) and encumbrances on immovable property owned by the Company, except for lease agreements concluded for a period at least 3 years;
• other issues settlement provided for by the laws of the Russian Federation.

Board of Directors

The Board of Directors of MZSS JSC performs general management of activities, except for the issues referred to the competence of the General Meeting of Shareholders.

The competence of the Board of Directors of the Company includes the following issues:

• determination of the Company’s priority areas of activity: development and approval of the Company’s Development Strategy and Long-Term Development Program of the Company
• convocation of annual and extraordinary general meetings of shareholders, except for the cases specified in clause 8 Article 55 and clause 3 Article 47 of the Federal Law On Joint-Stock Companies
• Agenda of the General Meeting of Shareholders approval
• setting the date for drawing up the list of persons entitled to participate in the General Meeting of Shareholders, and other issues referred to the competence of the Board of Directors of the Company in accordance with provisions of Chapter VII of the Federal Law On Joint-Stock Companies and related to the General Meeting of Shareholders preparation and holding, except for the cases specified in clause 3 Article 47 of the Federal Law On Joint-Stock Companies
• determination of the price (monetary value) of the property, placement price or procedure for its determination, and redemption price of securities in the cases provided for by the Federal Law On Joint-Stock Companies
• bonds and other public securities purchasing placed by the Company in cases provided by the Federal Law On Joint-Stock Companies
• recommendations for the amount of remuneration and compensation to be paid to the members of the Audit Commission of the Company
• determination of the amount of auditor’s remuneration
• recommendations for the amount of dividend on shares and procedure for its payment
• reserve fund and other funds use by the Company
• establishment of branches and representative offices of the Company
• approval of major transactions in cases provided for in Chapter X of the Federal Law On Joint-Stock Companies
• transactions approval as specified in Chapter XI of the Federal Law On Joint-Stock Companies
• approval of transaction(s) involving alienation, possible alienation or encumbrance of the Company`s shares (units, equity units) owned by Russian or foreign legal entities, unless another approval procedure is provided for by the Federal Law On Joint-Stock Companies
• approval of transactions involving encumbrance of immovable property owned by the Company, including leases with up to 3 years
• approval of immovable property write-offs, and possible changes to the structural elements of immovable property
• approval of the Company’s Registrar and the terms of the contract therewith, as well as termination of the contract with the Registrar
• placement of additional shares by the Company into which preference shares of a certain type placed by the Company convertible into ordinary shares or preference shares of other types, if such placement is not associated with the Company’s charter capital increase, and bonds or other issued securities placement, except for shares, by the Company
• determination of the position of the Company (representatives of the Company) on Agenda issues of the General Meetings of Shareholders (Members, Stockholders) and Meetings of the Boards of Directors (Supervisory Boards) of subsidiaries in relation to subsidiaries liquidation or reorganization
• approval of the terms of employment contract with the Director General of the Company
• election of the Corporate Secretary of the Company (hereinafter – the “Corporate Secretary”) and early termination of its powers
• approval of the Regulations on Corporate Secretary of the Company
• determination of the position of the Company or its representatives when the management board of subsidiaries review the issue of shares (units, equity units) acquisition in other companies, including incorporation thereof, if the price of such transaction amounts to or exceeds 15% of the book value of subsidiary company’s assets according to the financial statements as of the last reporting date
• approval of the risk management policy, monitoring of compliance therewith, and evaluation of the risk management system performance
• approval of the key performance indicators of the Company
• decision-making on bonus payment to the sole executive body of the Company (on a quarterly and/or yearly basis) and approval of the amount of the respective bonus payment in accordance with the Regulations on Remuneration of the Sole Executive Body of the Company, including actual achievement of key performance indicators of the Company
• control over the state defense order, state order, and federal target programs performance by the Company and its subsidiaries
• decisions-making on the Company’s participation and termination in other organizations (except for organizations listed in cl. 18 cl. 1 Article 48 of the Federal Law On Joint-Stock Companies)
• other issues which, in accordance with the laws of the Russian Federation and the Company’s Charter, fall within the competence of the Company’s Board of Directors.

By Order No. 77-1173-r of the Territorial Administration of the Federal Agency for State Property Management in Moscow dd. 30.09.2020, the following Members of the Board of Directors of MZSS JSC shall be elected as follows:

– Andrey Grigorievich Semenyuk – professional attorney;

– Vladimir Igorevich Pogrebenko – professional attorney;

– Pavel Vadimovich Servatinsky – Director of Department, Ministry of Industry and Trade of the Russian Federation;

– Vladislav Leonidovich Demidov – Deputy Director of Department, Ministry of Industry and Trade of the Russian Federation;

– Sergey Ivanovich Grishaev – Department Head, Ministry of Industry and Trade of the Russian Federation;

– Anastasia Pavlovna Shirikova – Deputy Head of Rosimushchestvo Department;

– Vitaly Alekseevich Yanev – Department Head of the Territorial Administration of Rosimushestvo in the City of Moscow.

Director General

Day-to-day operations of MZSS JSC are managed by the sole executive body (Director General), who is accountable to the Board of Directors and the General Meeting of Shareholders. The Director General acts on behalf of MZSS JSC without power of attorney, represents its interests in all domestic and foreign organizations, and concludes transactions on behalf of MZSS JSC.

Director General:

• ensures decisions implementation taken by the General Meeting of Shareholders and the Board of Directors of the Company
• concludes contracts and executes other transactions in accordance with the procedure provided for by the Federal Law On Joint-Stock Companies and this Charter.
• issues orders, approves (adopts) local legal acts and other internal documents of the Company on the issues within its competence, and gives instructions binding for all employees of the Company
• submits issues on the Company’s fixed assets revaluation expediency and necessity in cases provided for by the laws of the Russian Federation
• determines organisational structure and approves the personnel structure of the Company and its branches and representative offices;
• exercises the rights and obligations of an employer with regard to the Company’s employees as stipulated by the labour legislation
• distributes duties among the deputies of the Director General of the Company
• opens the Company’s settlement, currency and other accounts
• issues powers of attorney on behalf of the Company
• ensures organization and maintenance of the Company’s accounting and reporting
• submits Company’s annual report to the Board of Directors no later than thirty-five (35) days before the date of the Company’s annual General Meeting of Shareholders
• organizes and plans activities of divisions, branches and representative offices of the Company and controls their activities;
• ensures tax and other obligatory payments made to the budgets as provided for by the laws of the Russian Federation
• creates safe working conditions for the Company’s employees
• ensures protection of state and commercial secrets, and confidential information and proprietary data, disclosure of which could harm the Company or the Russian Federation. The Director General of the Company shall be personally liable for organizing the works and creating the conditions for state secrets protection in the Company, and for non-compliance with restrictions established by the laws of the Russian Federation on information review constituting state secrets;
• determines the types of incentive and compensation payments (additional payments, mark-ups, bonuses, etc.), the procedure and conditions for their application, and also establishes the forms, system and amount of compensation for the Company’s employees, except for the sole executive body of the Company
• ensures that the Company discloses information in accordance with Chapter 7 of the Federal Law No. 39-FZ On Securities Market dated April 22, 1996 and Clause 8 of Article 15 of the Federal Law No. 178-FZ On Privatisation of State and Municipal Property dated December 21, 2001. The sole executive body of the Company (Director General) shall be personally liable for the timely and proper disclosure of information by the Company
• ensures information, documents and materials submission on the Company’s activities upon the shareholder’s request in the amount and within the time limits set forth in the respective requests
• represents the Company’s interests in courts of general jurisdiction, arbitration courts and arbitration tribunals, and exercises the relevant powers and authorities provided for by the laws of the Russian Federation
• ensures maintenance of archival funds, materials on any media, in printed and electronic form, including not accepted for accounting, results of intellectual and scientific and technical activities and rights thereto, and intangible assets
• settles other issues of the Company’s current activities required to achieve goals of the Company’s activities in accordance with the laws of the Russian Federation, this Charter and internal documents of the Company.

Vyacheslav Viktorovich Kalinin was elected as a Director General of MZSS JSC by Order No. 342 of the Territorial Department of Rosimushchestvo in Moscow dated 25.03.2019.