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1. Consulting of joint-stock companies on the organization, convening and holding of general meetings of shareholders:
1.1. Consulting on the organization, convening and holding of general meetings of shareholders in accordance with current legislation.
Within the scope of the service provision, the following may be provided: provision of consulting services on compliance with the requirements of the legislation when making a decision on holding (convening) a general meeting of shareholders; development, in accordance with the requirements of the NSSMC RLA, of draft decisions of the person convening the general meeting with a description of the issues mandatory for such decisions; preparation of a plan for implementing measures on convening and holding the general meetings in compliance with the deadlines established by law; preparation of draft documents of the person convening the general meeting on notifying shareholders about holding (convening) the general meeting; organization of events and control of their implementation during the convening and holding general meetings; provision of consultations on the quorum of general meetings and the minimum number of shareholders required for holding meetings and making certain decisions; consulting services on the development of a draft meeting agenda with the provision of substantiated recommendations on agenda items necessary (mandatory) for consideration and issues appropriate for inclusion, taking into account the interests of the Company; providing recommendations on draft decisions on issues of ageda and its formulation taking into account the requirements of the law, NSSMC RLA and taking into account the practice; providing consulting services on the formation of the volume of documents that shareholders can familiarize themselves with during the preparation for the general meeting and the procedure for their provision; other services.
1.2. Consulting on the development of relevant draft documents within the framework of holding a general meeting of shareholders.
Within the scope of the service provision, the following may be provided: taking into account the requirements of the Company, issues included in the agenda and draft decisions - development of a draft notice on holding (convening) a general meeting of shareholders in accordance with the requirements of the RLA;consulting on the procedure for posting (publishing) a notice of holding (convening) a general meeting; development of draft ballots for voting at a general meeting of shareholders and the procedure for their publication; providing consultations on the procedure for considering shareholders' appeals and propositions during events on holding (convening) general meetings, including the development of draft decisions of the Company's bodies regarding the received appeals; development of draft documents on issues of increasing/decreasing the authorized capital of a joint-stock company, issuing securities; provision of other services.
1.3. Consulting on the development of the Statute and internal regulations of a joint-stock company (regarding the bodies of the joint-stock company).
Within the scope of the service provision, the following may be provided: monitoring of Ukrainian legislation and development, taking into account the NPA and relevant legislation, of drafts: Statute of a joint-stock company; internal regulations regulating the activities of the Company's bodies, including the general meeting, board of directors, supervisory board, executive body, corporate secretary, and others; development of other Company regulations and standing orders, for example, regulations regulating (ordering) the procedure for paying dividends, interaction with shareholders, holding a competition to attract an external auditor, and others; audit of the Company's corporate documents: checking the current internal documents for compliance with the legislation and the RLA, the interests of shareholders and the company, providing substantiated recommendations on the appropriateness of making changes and adjustments to the current internal documents of the Company in accordance with changes in the legislation, or in connection with the approval of other documents of the Company in new editions; provision of other services.
1.4. Consulting on issues of interaction with the depository institution, the National Securities and Stock Market Commission and the Central Securities Depository, within the framework of holding a general meeting of shareholders.
Within the scope of the service provision, the following may be provided: consulting services on compliance with the requirements established by the NSSMC RLA regarding the procedure for convening and holding general meetings, the procedure for disclosing information; consulting services on interaction and conclusion of agreements with depository institutions and the Central Depository, consulting on the formation of a block of documents necessary for concluding agreements with depository institutions and the Central Depository; consulting services on the registration of shareholders (their representatives) for participation in general meetings and voting at general meetings by submitting a ballot(s) to the depository institution and subsequent registration and voting results; provision of other services.
1.5. Consulting on the preparation and execution of minutes of general meetings of shareholders, based on the results of their holding.
Within the scope of the service provision, the following may be provided: development of a draft minutes of the general meeting and consultation on other documents that record the decisions of the meeting (minutes of the registration and counting commission of the meeting); provision of consultations on the content and form of minutes and other documents of the meeting, taking into account the requirements of the RLA; consulting services on the preparation and signing of minutes, the need for notarization; in the case of participation of representatives as the chairperson or secretary of the general meeting - support in the preparation of the results of the meeting and provision of recommendations on further archiving (storage) of minutes and other documents for further legal or management needs; examination of executed documents for completeness and correctness of recording decisions made at meetings; consultations on the procedure for disclosing decisions made by general meetings, including disclosure of special information, publication of documents; provision of other services.
1.6. Consulting on other issues related to general meetings of shareholders, including the procedure and deadlines for appealing decisions of general meetings of shareholders.
2. Consulting on the activities of joint-stock companies.
2.1. Consulting on current legislation regarding the activities of joint-stock companies.
Within the scope of the service provision, the following may be provided: analysis of current legislation regulating the activities of joint-stock companies; provision of explanations regarding changes in legislation and their consequences for the joint-stock company; preparation of written consultations on specific issues; conducting consultation activities to explain new requirements of current legislation to employees of the joint-stock company; providing other services.
2.2. Consulting on the activities of the board of directors, supervisory board, supervisory board committees, corporate secretary and other bodies (except for the general meeting of shareholders/members), in accordance with current legislation, the Statute and internal documents of the joint-stock company; development of relevant draft documents.
Within the scope of the service provision, the following may be provided: analysis of current versions of the Statute and internal regulations governing the activities of the company's bodies; development of draft documents to regulate the powers of the board of directors, supervisory board and its committees, corporate secretary and other company bodies; provision of consultations on the organization and holding of meetings of the board of directors, supervisory board, its committees and other company bodies; provision of consultations on the procedure for making decisions by company bodies; consulting on the responsibility of officials for compliance with the requirements of the Statute and legislation; assessment of the activities of the board of directors, supervisory board, its committees, corporate secretary and other bodies of the company from the point of view of compliance with legislative and internal regulations; provision of other services.
2.3. Consulting on obtaining certificates, statements and other documents from the Central Securities Depository and the National Securities and Stock Market Commission.
Within the scope of the service provision, the following may be provided: providing consultations on preparing and submitting requests to the Central Securities Depository and the National Securities and Stock Market Commission; clarifying the requirements for the documents received for further use in the company's activities; providing support at the stage of receiving documents, including checking the correctness of the data; providing other services.
2.4. Consulting on the preparation of responses to requests from the Central Securities Depository and the National Securities and Stock Market Commission regarding corporate governance and accounting of ownership rights to securities of a joint-stock company.
Within the scope of the service provision, the following may be provided: development of draft responses to requests in accordance with current legal requirements; analysis of requests and determination of the required amount of information to be provided; consultations on the preparation of supporting documents for responses; consultations on resolving disputes that may arise in the process of providing responses; provision of other services.
2.5. Consulting on amendments to legislation relating to corporate governance, accounting of ownership rights to securities.
Within the scope of the service provision, the following may be provided: monitoring changes in legislation relating to corporate governance; informing about amendments to regulatory legal acts; providing consultations on the impact of changes in legislation on the company's activities; analysis of new legislative requirements for their implementation in the company's internal documents; providing recommendations on adapting the company's activities to new conditions; preparing information materials and conclusions on new norms of current legislation; conducting consultation activities to explain new requirements to company employees; providing other services.
2.6. Consulting on the establishment, reorganization, liquidation of joint-stock companies.
Within the scope of the service provision, the following may be provided: analysis of current legislation on the creation, reorganization and liquidation of joint-stock companies; consultations on the selection of the optimal type of organizational and legal form for the creation of a joint-stock company; development of documents for state registration of the creation of a joint-stock company; consultations on reorganization issues (merger, division, accession, separation) and development of relevant draft documents; provision of consultations on the liquidation of a joint-stock company and preparation of the necessary draft documents; provision of recommendations on the consequences of reorganization and liquidation of the company; provision of other services.
2.7. Consulting on the consequences of alienation, purchase and sale by shareholders of shares in the authorized capital of a joint-stock company.
Within the scope of the service provision, the following may be provided: analysis of the consequences of a change in the composition of shareholders in the authorized capital of the company;
determination of the impact of a change in the composition of shareholders on the management decisions of the company; consultations on compliance with disclosure requirements on change in the composition of shareholders; consultations on these issues regarding interaction with the National Securities and Stock Market Commission; provision of other services.
2.8. Consulting on the preparation of minutes of the bodies of a joint-stock company: the board of directors, the supervisory board, the executive body, the audit committee and the auditor (if any).
Within the scope of the service provision, the following may be provided: preparation of minutes templates for each body of the joint-stock company; consultations on the content of the minutes in accordance with legislative requirements and internal documents of the company; audit of previously drawn up minutes for compliance with current legislation; consultations on the correct recording of decisions of the company's bodies in the minutes; provision of recommendations on the documentation of decisions made; preparation and coordination of draft minutes with responsible persons of the company; provision of other services.
2.9. Consulting on the requirements of current legislation regarding the disclosure of regulated information.
Within the scope of the service provision, the following may be provided: monitoring of changes in current legislation on the disclosure of regulated information; informing about the terms and procedure for the disclosure of regulated information; consulting on the content of regulated information; checking the information prepared by the company for compliance with the requirements of current legislation; consulting on interaction with the National Securities and Stock Market Commission on information disclosure issues; providing other services.
2.10. Consulting on the interaction of a joint-stock company with its shareholders and investors, the procedure for providing information and documents at the requests of shareholders and investors and other issues related to the obligations of a joint-stock company to shareholders and investors.
Within the scope of the service provision, the following may be provided: consultations on providing information to shareholders and investors in accordance with their requests; preparation of draft responses to requests from shareholders and investors; preparation of information materials on the company's activities for shareholders and investors; organization of communication events for shareholders and investors; development of internal documents regulating the company's interaction with shareholders and investors; provision of other services.
2.11. Consulting on the procedure for appealing actions and/or decisions of the National Securities and Stock Market Commission.
Within the scope of the service provision, the following may be provided: analysis of actions and decisions of the National Securities and Stock Market Commission for their legality in relation to the company; provision of consultations on appealing actions and/or decisions of the National Securities and Stock Market Commission; analysis of necessary documents for appealing actions and/or decisions of the National Securities and Stock Market Commission; consultations on collecting evidence for an appeal; development of recommendations for protecting the interests of a joint-stock company in the event of negative decisions of the National Securities and Stock Market Commission; provision of other services.
2.12. Consulting on the development of reports for the board of directors, supervisory board, audit committee and auditor (if any), executive body, corporate secretary, internal auditor (internal audit service).
Within the scope of the service provision, the following may be provided: consultations on the structure and content of reports; analysis of previously prepared reports for compliance with legal requirements and internal documents; development of draft reports with the participation of responsible persons of management bodies; verification of preliminary reports for compliance with legal requirements and internal documents; coordination of draft reports with the board of directors, supervisory board, audit committee and other bodies and/or officials; provision of other services.
2.13. Consulting on the development of civil law agreements, employment agreements (contracts) with members of the board of directors, supervisory board, executive body, corporate secretary, internal auditor (internal audit service employees).
Within the scope of the service provision, the following may be provided: development of templates and draft agreements (labor, civil law) with members of the board of directors, supervisory board, executive body, corporate secretary, internal auditor (internal audit service employees); consultations on the structure of agreements and mandatory conditions;analysis of risks associated with the conclusion of agreements and development of recommendations for their minimization; coordination of agreements terms with the company's management;verification of concluded agreements for compliance with legislative requirements and internal documents of the company; development of internal regulations regulating contractual relations with members of the company's bodies; provision of other services.
2.14. Organization and preparation of documents for notarial certification, support in performing notarial actions.
Within the scope of the service provision, the following may be provided: preparation of documents for notarization (minutes, decisions, agreements, etc.); consultations on the notarization procedure; organization of meetings with a notary to carry out the necessary actions; support in the process of notarization of documents by a notary; checking certified documents for correctness of execution; organization of legalization and apostillization of documents (if necessary); provision of other services.
2.15. Consulting on the consequences of the alienation (acquisition) of shares by a shareholder; redemption, mandatory redemption and sale/cancellation of redeemed shares.
Within the scope of the service provision, the following may be provided: assessment of the consequences of the acquisition or disposal of shares for the company, provision of relevant consultations; consultations on issues of redemption and mandatory redemption of shares in cases provided for by law; preparation of documents for the implementation of redemption and mandatory redemption of shares procedures; consultations on the sale/cancellation of redeemed shares and the impact of such actions on the company's capital structure; support of redemption, mandatory redemption and sale/cancellation procedures of redeemed shares; provision of other services.
2.16. Organization of events, development of draft documents and consulting on the acquisition of a controlling, significant controlling or dominant controlling block of shares.
Within the scope of the service provision, the following may be provided: consultations on determining the type of block of shares: provision of consultations on the qualification of block of shares (controlling, significant controlling, dominant) in accordance with current legislation; consultations on the actions of the company in the event of the acquisition of the relevant block of shares by a shareholder; development for the company of draft documents necessary in connection with the acquisition of the relevant shareholding by a shareholder; provision of recommendations on the disclosure of regulated information in connection with the acquisition of the relevant block of shares by a shareholder; provision of other services.
2.17. Consulting on state registration of changes in the Unified State Register of Legal Entities, Individual Entrepreneurs and Public Organizations.
Within the scope of the service provision, the following may be provided: consultations on determining changes subject to state registration; preparation of draft documents for state registration of changes; support in submitting change documents for state registration of changes; representation of the company's interests in registration authorities, before notaries, etc.; receipt of documents confirming the changes to the Unified State Register (extracts, certificates); provision of other services.
2.18. Analysis of documents and preparation of legal positions and conclusions on corporate governance issues.
Within the scope of the service provision, the following may be provided: providing a legal position and conclusions on corporate governance issues identified by the company; analysis of the company's internal documents taking into account the requirements of current legislation and preparation of consultations based on the results of their consideration.
2.19. Consulting on other issues related to the activities of joint-stock companies.
Within the scope of the service provision, the following may be provided: consultations on the management structure of a joint-stock company; consultations on compliance with corporate law; consultations on the implementation of corporate culture and ethics: development of recommendations and programs for the implementation of corporate ethics standards, interaction with employees and shareholders, development of a corporate governance code, provision of other services.
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