Information for shareholders and stakeholders

PRIVATE JOINT STOCK COMPANY «SCIENTIFIC RESEARCH INSTITUTE OF APPLIED INFORMATION TECHNOLOGIES» (hereinafter referred to as the Company, code under EDRPOU: 30674051, location — Kyiv, I. Mazepy St., 3) announces that the extraordinary general meeting of shareholders will be held on February 27, 2019 at 11:00 a.m. at the address: Kyiv, str. Smilyanska, 4, room 307. Extraordinary general meetings of shareholders are convened in accordance with Part 5 of Article 47 of the Law of Ukraine «On Joint Stock Companies».

1. Election of the counting committee of the General Meeting of Shareholders.


2. Approval of the procedure and method of certification of ballots.


3. Election of the chairman and secretary of the General Meeting of Shareholders.


4. Approval of the regulations of the General Meeting of Shareholders.


5. Amendment to the Company’s Charter by approving it in a new version and determining the person authorized to sign it and carry out its state registration. Determination of the effective date of the decision to amend the Company’s Charter.


6. Preliminary approval of significant transactions that may be committed by the Company, the nature of such transactions and their marginal value.

Registration of participants on February 27, 2019 from 10:00 a.m. until 10:45 a.m. at the meeting place. In order to register and participate in the general meeting, shareholders must be provided with a passport, and representatives must be provided with a passport and a power of attorney for the right to participate in the meeting, issued in accordance with the requirements of current legislation.

The date of compiling the list of shareholders who have the right to participate in the general meeting is February 21, 2019.

From the date the Company sends a notice of the general meeting until February 26, 2019 (inclusive), shareholders have the right to review the documents necessary for making decisions on the agenda at the Company’s location: Kyiv, str. I. Mazepy, 3, room 1 on working days (Monday — Friday) from 15:00 to 18:00); and on the day of the General Meeting (February 27, 2019) — at the place of their meeting at the address: Kyiv, str. Smilyanska, 4, room 307.

Shareholders have the right to send written questions to the Company regarding issues included in the draft agenda of the general meeting and the agenda of the general meeting before the date of the general meeting.

Procedure for acquainting shareholders with the materials that they can familiarize themselves with during preparation for the General Meeting of Shareholders (hereinafter referred to as the materials): the shareholder (representative) applies to the responsible person at the appropriate address and time specified above; provides a passport (for a representative — a passport and a power of attorney with relevant rights); responsible person provides materials; after familiarization, the shareholder (representative) returns the materials to the responsible person in full.

The company provides written answers to the written questions of shareholders regarding issues included in the agenda of the general meeting before the date of the general meeting. Shareholders of the Company may submit relevant written questions at the address of the Company’s location. The company provides answers to written questions of shareholders within the next working day after receiving the shareholder’s question.

The official responsible for the procedure for familiarizing the shareholders with the documents is the director of the Company Yesaulov Yu.V., tel. (044) 246-27-82.

Each shareholder has the right to submit proposals on issues included in the draft agenda of the General Meeting of Shareholders, as well as on new candidates for membership of the company’s bodies, in the scope and procedure according to Article 38 of the Law of Ukraine «On Joint-Stock Companies».

Proposals regarding issues included in the draft agenda of the General Meeting of Shareholders shall be submitted no later than 20 days before the date of the general meeting of the joint-stock company, and regarding candidates for membership of the company’s bodies — no later than seven days before the date of the general meeting. Proposals of shareholders (shareholders) who collectively own 5 percent or more of the voting shares must be included in the draft agenda of the General Meeting of Shareholders. The proposal for the draft agenda of the General Meeting of Shareholders is submitted in writing, indicating the name (name) of the shareholder making it, the number, type and/or class of shares belonging to him, the content of the proposal to the issue and/or the draft decision, as well as the number, type and/or or a class of shares belonging to a candidate proposed by this shareholder to the composition of the bodies. Changes to the draft agenda of the Meeting are made only by including new issues and draft decisions on the proposed issues.

The procedure for participation and voting at the General Assembly by proxy: after registration and receipt of ballots, the representative votes and records the expression of will in the ballot exclusively in accordance with the powers granted to him, which must be specified in the power of attorney for the right to participate in the General Assembly, drawn up in accordance with the requirements of the current legislation of Ukraine. The granting of a power of attorney for the right to participate and vote at the Shareholders’ Meeting does not exclude the right of the shareholder who issued the power of attorney to participate in these meetings instead of his representative.

The address of the own website, which contains information with draft decisions on each of the issues included in the agenda, as well as other information in accordance with the requirements of the current legislation of Ukraine: https://ndipit.com.ua/en/instytut/povidomlennya.

As of the date of compilation of the list of persons to whom notice of the general meeting is sent on February 5, 2019: the total number of shares is 100, the total number of voting shares is 100.



Regarding question No. 1: To elect Iryna Stepanivna Tytarenko as the Head of the Counting Commission, and Ihor Mykolayovych Cherednichenko as the Secretary of the Counting Commission.

Regarding question No. 2: To approve the procedure and method of certification of ballots for voting: during the registration of shareholders and their representatives, the Chairman of the registration commission establishes the conformity of the ballots prepared for issuance to shareholders with the form and text of the ballots approved by the Supervisory Board. In the case of establishing the correspondence of the ballots prepared for distribution to shareholders with the form and text of the ballots approved by the Supervisory Board, the Chairman of the Registration Commission certifies the ballots by signing them. If the ballots do not correspond to the form and text of the ballots approved by the Supervisory Board, the Chairman of the registration commission marks each ballot as «Invalid» and signs it. In the Protocol of the registration commission, the information about invalid ballots is noted.

On question No. 3: To elect Viktor Tikhonovich Bobovkin as the Chairman of the meeting, Valentin Yakovych Prokofiev as the Secretary of the meeting.

Regarding question No. 4: Establish the following regulations of the General Meeting: report — up to 10 minutes; a pre-recorded joint report provided to the Chairman of the meeting in writing with the full name of the shareholder or the shareholder’s representative — up to 5 minutes; discussion — up to 5 minutes; suggestions/remarks to be submitted to the Chairman of the meeting in writing, indicating the full name of the shareholder or the shareholder’s representative; to vote on issues of the agenda — by ballots.

On question No. 5:

1. In connection with the industrial necessity and bringing the Company’s Charter into compliance with the provisions of the Law of Ukraine «On Amendments to Certain Legislative Acts of Ukraine on Simplifying Business and Attracting Investments by Issuers of Securities» No. 2210-19 dated November 16, 2017, to introduce relevant changes to the Company’s Charter by presenting it in a new edition and approving it.

2. To authorize the Director of the Society Yesaulov Yuriy Vyacheslavovich to sign the Statute in the new version on behalf of the Society.

3. To instruct the Director of the Company Yuriy Vyacheslavovych Yesaulov to carry out all the necessary actions regarding the state registration of the Company’s Charter in the new version.

4. Changes to the Company’s Charter take effect: for the general meeting of shareholders and the Company’s bodies — from the moment such a decision is made (from the moment of drawing up the minutes of voting results), for third parties — from the day of state registration of the Company’s Charter in the new version.

Regarding question No. 6: To allow and authorize the director of the Society Yesaulov Yu.V. perform significant transactions on behalf of the Company, if the amount of one such transaction does not exceed UAH 200,000,000.00. (two hundred million hryvnias zero kopecks), and the total value of such transactions does not exceed UAH 400,000,000.00. (four hundred million hryvnias zero kopecks), until February 27, 2020. The nature of significant transactions: contracts for the production of education documents, contracts for the production of student and apprentice tickets; contracts for the maintenance (maintenance) of databases; contracts for the development, creation and maintenance of equipment, software, software products, etc.; contracts for the international purchase and sale of necessary materials (including teslin, laminated films, etc.); contracts for the purchase of strict reporting forms; as well as any other transactions that do not contradict the requirements for the amount of the transaction specified in this paragraph, regardless of the counterparties for such transactions, including, on the basis of a separate decision of the Supervisory Board of the Company on such permission — the conclusion (signing) of any contracts regarding the transfer of ownership of the Company’s immovable property to other individuals and/or legal entities.