10 May 2018 08:12
NOTICE
of the Annual General Meeting of Shareholdersof a Public Joint Stock Company Gazprom Neft(Gazprom Neft PJSC)
Location of the Company: St Petersburg, Russian Federation.
DEAR SHAREHOLDER,
The Board of Directors of Gazprom Neft PJSC notifies you of the Annual General Meeting of Shareholders to be held on 09 June 2018.
The Annual General Meeting of Shareholders will be held in the form of the meeting (joint presence of shareholders to discuss the items on the agenda and to make decisions on the matters put to a vote, with the prior sending (delivery) of the voting ballots prior to the date of the General Meeting of Shareholders).
Venue of the Meeting: Saint-Petersburg, Zoological Lane, Building 2-4, Business Centre "Energia" (location map is available on the official website of Gazprom Neft PJSC at www.gazprom-neft.com).
The Meeting begins at: 10:00 a.m.
Date and time for the commencement of the registration of persons participating in the Meeting: 09 June 2018, 09:00 a.m.
Date of determining (recording) the persons entitled to participate in the General Meeting of Shareholders: 15 May 2018, close of the business day.
The mailing address at which the completed bulletins shall be sent, date and time until which the Company accepts bulletins sent earlier (the Shareholders whose voting bulletins are received not later than two days before the date of the Meeting shall be deemed participated, as well as those shareholders who, pursuant to the law of the Russian Federation on securities, issued voting instructions to the persons made accountable for their shareholding rights, subject to notification of such expression of will having been received no later than two days prior to the date of the Meeting): 190000, St Petersburg, ul. Pochtamtskaya, d. 3-5, Gazprom Neft PJSC, until 06:00 p.m. on 06 June 2018.
Holders of ordinary shares shall be entitled to vote on all items of the agenda.
Agenda of the ANNUAL general meeting of shareholders:
1. Approval of the Annual report of Gazprom Neft PJSC for 2017.
2. Approval of the annual accounting (financial) statements, including the profit and loss statement, of Gazprom Neft PJSC for 2017.
3. On the distribution of profit of Gazprom Neft PJSC for 2017.
4. On the amount of dividends, their payment form and time, and on the date for determining the persons entitled to receive dividends based on performance in 2017.
5. On determining the number of members of the Board of Directors of Gazprom Neft PJSC.
6. Election of the members of the Board of Directors of Gazprom Neft PJSC.
7. Election of the members of the Auditing Committee of Gazprom Neft PJSC.
8. Approval of the auditor of Gazprom Neft PJSC for 2018.
9. On the remuneration to the members of the Board of Directors of Gazprom Neft PJSC.
10. On the remuneration to the members of the Auditing Committee of Gazprom Neft PJSC.
The information (materials) subject to provision as part of preparations for the Annual General Meeting of Shareholders, the information on availability of written consent of the candidates nominated for election in respective bodies of the Company may be obtained from 10 May 2018 from 09:00 a.m. to 06:00 p.m. on business days, at the following addresses: 190000, St Petersburg, ul. Pochtamtskaya, d. 3-5 and 117246, Moscow, Nauchny proezd, d.17,(tel. 8-800-700-3152 (toll-free calls throughout Russia), email: shareholders@gazprom-neft.ru),
and on the official website of Gazprom Neft PJSC in the INTERNET at www.gazprom-neft.com.
The said information (materials) is also made available online to the persons registered in the Gazprom Neft PJSC's register of shareholders and who are entitled to attend the General Meeting of Shareholders, through the "Shareholder's account" on the JSC DRAGA, the Company's registrar's website https://lk.draga.ru/.
The aforementioned information (materials) will be available to the persons participating in the General Meeting of Shareholders of Gazprom Neft PJSC during the Meeting.
Persons entitled to attend the Annual General Meeting of Shareholders of the Company may participate in the General Meeting in one of the following ways:
1. Persons entitled to attend the General Meeting of Shareholders and whose securities rights are accounted for by the registrar, shall have the right:
1) To send a completed and signed ballot to the address specified herein. Participated shareholders shall be deemed those shareholders whose ballots were received prior to the submission deadline.
2) An electronic ballot may be completed online https://lk.draga.ru/ through the "Shareholder's account" service provided by the Company's registrar JSC DRAGA. The electronic ballot may be completed and submitted through "Shareholder's account" to the Counting Board either during the early vote stage (no later than two days prior to the date of the General Meeting of Shareholders), or during the General Meeting of Shareholders.
To access the service, please contact the Company's registrar, JSC DRAGA. The information on accessing the service is available online on the JSC DRAGA website www.draga.ru, or at the following link: https://draga.ru/akcioneram/jelektronnye-servisy/lichnyj-kabinet-akcionera/
2. Persons entitled to attend the General Meeting of Shareholders, and whose securities rights are accounted for by a nominee shareholder, a foreign nominal shareholder, or a foreign entity, may take part in the meeting of shareholders through exercising the right of vote as envisaged by art. 8.9. of the Federal Law "On the securities market" no. 39-FZ dated 22.04.1996, by issuing respective voting instructions to the persons listed above (through the office in charge of keeping records of the shareholder's securities).
The participants of the General Meeting of Shareholders shall have the following documents for registration:
A physical person: passport or any other form of identification in accordance with the law currently in force (in case the passport has been changed, the new passport shall bear a stamp containing the details of the previous passport, or a certificate delivered by the authorized state body which issued the new passport shall be submitted; such certificate shall contain the details of the old and new passports):
- an authorized representative of a natural person - in addition to personal identification, such authorized representative shall have a power of attorney issued in accordance with the requirements of Article 57 of Federal Law No. 208-FZ "On Joint Stock Companies" dated December 26, 1995 (sample form of such power of attorney is available online on Gazprom Neft PJSC's official website at: http://ir.gazprom-neft.ru/sobranie-akcionerov);
- a legal representative of a natural person - in addition to personal identification, such legal representative shall have a document confirming the representation powers.
An authorized representative of a legal entity - in addition to personal identification, such authorized representative shall have documents confirming the representative's right to act on behalf of this legal entity without a power of attorney or a power of attorney issued in accordance with the requirements of Article 57 of Federal Law No. 208-FZ "On Joint Stock Companies" dated 26 December 1995.
An authorized representative of a foreign physical person or legal entity - in addition to personal identification, such authorized representative shall have a power of attorney certified by an APOSTILLE in accordance with the Hague Convention of 1961 or otherwise legalized in accordance with the established procedure.
The documents (their notarized copies) certifying the powers of successors and representatives of persons included in the list of persons entitled to participate in the General Meeting of Shareholders shall be attached to the voting bulletins delivered by such persons or submitted to the Counting Board.
PLEASE NOTE! The Shareholders (or their representatives) willing to participate in the General Meeting of Shareholders in person shall pass mandatory registration at the Counting Board of the Meeting.
A shareholder attending the Meeting in person shall arrive for registration with the bulletins received by post or deliver them to the representative authorized by the shareholder to participate and vote in the meeting.
Board of Director, Gazprom Neft PJSC
Dear Shareholder,
Pursuant to the requirements of item 16 Art. 8.2 of the Federal Law of 22.04.1996 no. 39-FZ "On the securities market", Art. 6.1 and items 1 and 14 Art. 7 of the Federal Law of 07.08.2001 no. 115-FZ «On Counteraction to the Legitimization (Laundering) of Proceeds from Crime and the Financing of Terrorism» a person registered in the Company's Register shall timely provide updates to the Company's registrar or the nominee shareholder of changes in his/her/its personal data (for natural persons: full name, passport details, registration address according to passport information; for legal entities: entity name, OGRN (main state registration number, INN (individual taxpayer code), location pursuant to the Charter, name of the director).
To check/update personal details please contact the focal point at the Registrar of your shares (AO DRAGA) or the Depository. By timely updating your details you will make it much easier to keep the Register, take part in the General Meetings of Shareholders and receive dividends.
When submitting information to the Registrar your details will be updated on the basis of the filled Questionnaires and Data Forms (the forms are available on the registrar's website at www.draga.ru).
In the event of a shareholder's failure to report changes in his or her or its information the Company and the Registrar are not liable for any resultant losses including losses related to non-receipt of dividends within the established period and claims from tax authorities.