Shareholder Meetings

In accordance with Article 14 of TGC-1 Articles of Association the General Shareholders Meeting is the supreme management body of the Company.

The procedure of conveying, preparing, holding and summarizing the results of the General Shareholders Meeting is given in the Provision for TGC-1 General Shareholders Meeting, approved by the General Shareholders Meeting as of 22 June 2020.

An extraordinary General Shareholders Meeting is held upon resolution of the Board of Directors of TGC-1 according to its own initiative, request of the Company's Audit Commission, the Company's Auditor or shareholders (shareholder) holding at least 10% of voting shares of the Company as of the date of submitting the request. Initiator of conveying the extraordinary General Shareholders Meeting suggests items to the agenda of the Meeting.

The General Shareholders Meeting shall review the following issues:

1. Making changes and amendments to this Articles of Association or approval of a new version of the Company's Articles of Association. Resolutions are to be made by a majority vote (three quarters) of all Company's voting shareholders participating in voting at the General Shareholders Meeting.

2.   Reorganisation of the Company. Resolutions are to be made by a majority vote (three quarters) of all Company's voting shareholders participating in voting at the General Shareholders Meeting.

3. Liquidation of the Company, appointment of a liquidation commission and approval of interim and final liquidation balance sheets. Resolutions are to be made by a majority vote (three quarters) of all Company's voting shareholders participating in voting at the General Shareholders Meeting.

4.   Election of members of the Company's Board of Directors and early termination of their powers. Members of the Board of Directors are elected by cumulative voting. Resolutions in relation to early termination of powers of the members of the Company's Board of Directors are to be made by a majority vote of all Company's voting shareholders participating in voting at the General Shareholders Meeting.

5.   Determination of the number, face value, category (type) of declared shares and the rights granted by such shares. Resolutions are to be made by a majority vote (three quarters) of all Company's voting shareholders participating in voting at the General Shareholders Meeting.

6.  Increase of the Company's authorised capital by increasing the face value of shares or by placing additional shares (except for cases related to the increase of the authorised capital by placement of shares in accordance with the rules of a closed subscription or open subscription to ordinary shares representing more than 25% of previously placed ordinary shares). Resolutions are to be made by a majority vote (three quarters) of all the Company's shareholders participating in the vote at the General Shareholders Meeting.

7. Decrease of the Company's authorised capital by decreasing the face value of shares. Resolutions are to be made by a majority vote (three quarters) of all Company's shareholders participating in the vote at the General Shareholders Meeting. Decrease of the Company's authorised capital by purchasing a portion of shares in favour of the Company with the view towards reducing their total number, as well as by repaying shares that were previously purchased or redeemed by the Company. Resolutions are to be made by a majority vote of all Company's shareholders participating in the vote at the General Shareholders Meeting.

8.   Election of members of the Company's Auditing Commission and early termination of their powers. Resolutions are to be made by a majority vote of all Company's shareholders participating in the vote at the General Shareholders Meeting.

9.    Approval of the Company's Auditor. Resolutions are to be made by a majority vote of all Company's shareholders participating in the vote at the General Shareholders Meeting.

10.  Approval of the Company's Annual Report and Annual Statutory Financial Statements. Resolutions are to be made by a majority vote of all Company's shareholders participating in the vote at the General Shareholders Meeting.

10.1. Distribution of profits (including payment (declaration) of dividends, except for the payment (declaration) of dividends according to the results of the first quarter, six months, and nine months of the reporting year) and losses of the Company on results of the reporting year. Resolutions are to be made by a majority vote of all Company's shareholders participating in the vote at the General Shareholders Meeting.

11. Payment (declaration) of dividends according to the results of the Q1, six months, and nine months of the reporting year, as well as approval of their amount, form, payment terms and procedures for each category (type) of shares. Resolutions are to be made by a majority vote of all Company's shareholders participating in the vote at the General Shareholders Meeting.

12. Approval of internal documents, regulating activities of the Company's bodies. Resolutions are to be made by a majority vote of all Company's shareholders participating in the vote at the General Shareholders Meeting.

13. Determination of the procedure for holding the General Shareholders Meeting. Resolutions are to be made by a majority vote of all Company's shareholders participating in the vote at the General Shareholders Meeting.

14. Splitting and consolidation of the Company's shares. Resolutions are to be made by a majority vote of all Company's shareholders participating in the vote at the General Shareholders Meeting.

15. Private placement by the Company of equity securities convertible into shares or public placement of issuable securities convertible into ordinary shares, making over 25% of the previously placed ordinary shares. Resolutions are to be made by a majority vote (three quarters) of all Company's shareholders participating in the vote at the General Shareholders Meeting.

16. Resolutions on approving related-party transactions in the cases stipulated by the legislation of the Russian Federation; such decisions are adopted by a majority vote of all non-related voting shareholders.

17. Resolutions on approving major transactions with the property, if its cost exceeds 50% of the book value of the Company's assets, such decisions shall be approved by three fourth of votes of all Company's voting shareholders participating in voting; as well as resolutions on approving the major transaction with the property, if its cost reaches 25–50% of the book value of the Company's assets, in cases where resolutions of the Board of Directors cannot be made unanimously, and the Board of Directors has made resolution on presenting such issues for consideration of the General Shareholders Meeting. Such decisions on approving major transactions with the property shall be approved by a majority vote of all Company's shareholders participating in the vote at the General Shareholders Meeting.

18. Participation in financial and industrial groups, associations and other unions of commercial entities. Resolutions are to be made by a majority vote of all Company's shareholders participating in the vote at the General Shareholders Meeting.

19. Delegation of powers of the sole executive body of the Company to the managing entity (manager) and early termination of powers of such managing entity (manager). Resolutions are to be made by a majority vote of all Company's shareholders participating in the vote at the General Shareholders Meeting.

20. Paying remuneration and (or) compensations to the Auditing Commission of the Company. Resolutions are to be made by a majority vote of all Company's shareholders participating in the vote at the General Shareholders Meeting.

21. Paying remuneration and (or) compensations to the members of the Board of Directors. Resolutions are to be made by a majority vote of all Company's shareholders participating in the vote at the General Shareholders Meeting.

22. Submission of an application for delisting of the Company's shares and (or) equity securities of the Company convertible into its shares. Resolutions are to be made by a majority vote (three quarters) of all Company's shareholders participating in the vote at the General Shareholders Meeting.

23. Other issues within the competence of the General Shareholders Meeting, as stated by the legislation of the Russian Federation. Resolutions, are to be made by a majority vote of all Company's shareholders participating in the vote at the General Shareholders Meeting, unless otherwise provided by applicable law.