5 Jul 2019 09:51
REPORT
ON THE RESULTS OF VOTINGAT THE GENERAL MEETING OF SHAREHOLDERS INPUBLIC JOINT STOCK COMPANY GAZPROM NEFT
Full corporate name of the Company: Public Joint Stock Company Gazprom Neft (hereinafter "the Company").
Company location: St Petersburg, Russian Federation.
Company address: ul. Pochtamtskaya 3-5, 190000 St Petersburg, Gazprom Neft PJSC.
Type of General Meeting of Shareholders: annual.
Form of General Meeting of Shareholders: meeting.
Date of the General Meeting of Shareholders: 14 June 2019.
Location of the General Meeting of Shareholders: St Petersburg, Zoologicheskiy pereulok 2-4, Business Centre "Energiya".
Date of determining (recording) the persons entitled to participate in the General Meeting of Shareholders: 20 May 2019.
Chairman of the Meeting - A.V. Dyukov.
Secretary to the Meeting - V.V. Nenadyshina.
Agenda of the meeting:
1. | Approval of the Annual Report of Gazprom Neft PJSC for 2018. |
2. | Approval of the annual accounting (financial) statements, including the profit and loss statement, of Gazprom Neft PJSC for 2018. |
3. | On distribution of profit in Gazprom Neft PJSC for 2018. |
4. | On size, timeframe and form of dividends payment, and the date as of when the persons entitled to receive dividends for 2018 are defined. |
5. | Election of the members the Board of Directors of Gazprom Neft PJSC. |
6. | On determining the number of members of the Board of Directors of Gazprom Neft PJSC. |
7. | Election of the Audit Commission of Gazprom Neft PJSC. |
8. | Approval of the auditor of Gazprom Neft PJSC for 2019. |
9. | On remuneration to the members of the Board of Directors of Gazprom Neft PJSC. |
10. | On remuneration to the members of the Audit Commission of Gazprom Neft PJSC. |
Full corporate name of the registrar acting as the Counting Commission: Joint-Stock Company, Specialized Registrar - Register-Keeper for Gas Industry Shareholders (JSC DRAGA).
Registrar location: Moscow.
Registrar's address: ul. Novocheremushkinskaya 71/32, 117420 Moscow, Russian Federation
Persons authorised by the Registrar to fulfil the functions of the Counting Commission:
1. | Viktor Nikolaevich Shmakov - Chairman of the Counting Commission; |
2. | Gleb Vladimirovich Korolkov; |
3. | Alexey Mikhailovich Krivenkov; |
4. | Sergey Vladimirovich Shulakov. |
As at 20 May 2019, a date as of which the persons entitled to attend the General Meeting of Shareholders of Gazprom Neft PJSC are determined (recorded), the number of votes for outstanding voting shares held by the persons included in the List of persons entitled to attend the General Meeting on all items of the agenda was: 4,741,299,639.
The number of votes attached to the outstanding voting shares held by persons included in the List and entitled to vote was as follows:
on items 1-4, 6, 8-10 of the Meeting Agenda: 4,741,299,639;
on item 5 of the Meeting Agenda: 52,154,296,029 cumulative votes.
As at the opening (start) of the General Meeting (10 o'clock), the number of votes on items 1-4 of the Agenda held by persons taking part in the General Meeting totalled 4,566,480,101 votes, constituting 96.3128 percent of the total number of votes attached to voting shares;
the number of votes on item 5 of the Agenda held by persons taking part in the General Meeting totalled 50,080,006,108 cumulative votes, constituting 96.0228 percent of the total number of votes attached to the voting shares;
the number of votes on items 6 and 8 of the Agenda held by persons taking part in the General Meeting totalled 4,566,478,871 votes, constituting 96.3128 percent of the total number of votes attached to voting shares; and
the number of votes on items 9 and 10 of the Agenda held by persons taking part in the General Meeting totalled 4,566,478,881 votes, constituting 96.3128 percent of the total number of votes attached to voting shares.
On which basis, pursuant to paragraph 1.2, Article 58 of Federal Law No. 208-FZ of 26 December 1995, "On Joint Stock Companies", and pursuant to paragraph 4.10 of the "Regulation on General Meetings of Shareholders", approved by the Central Bank of the Russian Federation on 16 November 2018, No. 660-P, a quorum was reached in respect of questions 1-6, and 8-10, and the Meeting had due authority to commence its work.
The results of voting on item 1 of the Agenda were as follows:
| |||
| "FOR" | 4,597,353,361 | (99.9987%) |
| "AGAINST" | 6,494 | (0.0001%) |
| "ABSTAINED" | 3,082 | (0.0001%) |
The number of votes on item 1 of the Agenda not counted due to No. 1 ballots being deemed invalid (including in relating to voting on the above item), or on any other grounds provided for under current legislation was: 50,637 (0.0011%).
The Meeting adopted the decision:
"To approve the Annual Report of Gazprom Neft PJSC for 2018"
The results of voting on item 2 of the Agenda were as follows:
| |||
| "FOR" | 4,597,361,356 | (99.9989%) |
| "AGAINST" | 6,054 | (0.0001%) |
| "ABSTAINED" | 2,952 | (0.0001%) |
The number of votes on item 2 of the Agenda not counted due to No. 1 ballots being deemed invalid (including in relating to voting on the above item), or on any other grounds provided for under current legislation was: 40,212 (0.0009%).
The Meeting adopted the decision:
"To approve the annual financial statements including the statement of profit and loss (profit and loss account) of Gazprom Neft PJSC for 2018."
The results of voting on item 3 of the Agenda were as follows:
| |||
| "FOR" | 4,597,360,431 | (99.9989%) |
| "AGAINST" | 7,414 | (0.0002%) |
| "ABSTAINED" | 674 | (0.0000%) |
The number of votes on item 1 of the Agenda not counted due to No. 3 ballots being deemed invalid (including in relating to voting on the above item), or on any other grounds provided for under current legislation was: 42,055 (0.0009%).
The Meeting adopted the decision:
"To approve the distribution of the profit in Gazprom Neft PJSC on the basis of the 2018 financial results".
The results of voting on item 4 of the Agenda were as follows:
| |||
| "FOR" | 4,597,364,228 | (99.9989%) |
| "AGAINST" | 7,979 | (0.0002%) |
| "ABSTAINED" | 4,038 | (0.0001%) |
The number of votes on item 1 of the Agenda not counted due to No. 4 ballots being deemed invalid (including in relating to voting on the above item), or on any other grounds provided for under current legislation was: 35,574 (0.0008%).
The Meeting adopted the decision:
"To approve proposals to pay annual dividends based on the performance of PJSC Gazprom Neft in 2018 in cash in the amount of RUB30 per ordinary share (including dividends paid in respect of the first nine months of 2018 in the amount of RUB22.05 rubles per one ordinary share); to set the date for compiling the list of persons entitled to receive dividends as July 1, 2019; to set the dividend payment period, as follows: no later than 15 July 2019 for nominees and professional securities market participants acting as trustees who are registered in the Register of Shareholders; and no later than 5 August 2019 for other persons registered in the Register of Shareholders."
The results of voting on item 5 of the Agenda were as follows:
The numbers of cumulative votes cast by individuals choosing the option to vote "FOR" were as follows:
No.
| Name of candidate | Number of votes "FOR" each candidate | |
1 | VLADIMIR IVANOVICH ALISOV | 4,539,899,320 | 9.0477% |
2 | ANDREY IGOREVICH DMITRIEV | 4,539,882,771 | 9.0477% |
3 | ALEXANDER VALERIEVICH DYUKOV | 4,545,172,753 | 9.0583% |
4 | ANDREY VYACHESLAVOVICH KRUGLOV | 4,538,380,715 | 9.0447% |
5 | ALEXANDER IVANOVICH MEDVEDEV | 4,539,879,864 | 9.0477% |
6 | ALEXEY BORISOVICH MILLER | 4,537,151,356 | 9.0423% |
7 | YELENA VLADIMIROVNA MIKHAILOVA | 4,538,378,091 | 9.0447% |
8 | KIRILL GENNADIEVICH SELEZNEV | 4,539,887,414 | 9.0477% |
9 | VALERY PAVLOVICH SERDYUKOV | 4,606,681,479 | 9.1808% |
10 | MIKHAIL LEONIDOVICH SEREDA | 4,538,385,288 | 9.0447% |
11 | IGOR YURIEVICH FEDOROV | 4,538,366,754 | 9.0447% |
| |||
AGAINST ALL CANDIDATES | 171,381,860 | 0.3416% | |
VOTES ABSTAINED ON ALL THE CANDIDATES | 700,150 | 0.0014% | |
The number of cumulative votes on item 5 of the Agenda not counted due to No. 2 ballots being deemed invalid, or on any other grounds provided for under current legislation was: 2,950,959 (0.0059%).
The Meeting adopted the decision:
"To appoint the following to the Board of Directors of Gazprom Neft PJSC: Valery Pavlovich Serdyukov; Alexander Valerievich Dyukov; Vladimir Ivanovich Alisov; Kirill Gennadevich Seleznev; Andrey Igorevich Dmitriev; Alexander Ivanovich Medvedev; Andrey Vyacheslavovich Kruglov; Elena Vladimirovna Mikhailova; Igor Yurievich Fedorov; and Alexey Borisovich Miller."
The results of voting on item 6 of the Agenda were as follows:
| |||
| "FOR" | 4,587,984,532 | (99.7949%) |
| "AGAINST" | 8,467,845 | (0.1842%) |
| "ABSTAINED" | 45,122 | (0.0010%) |
The number of votes on item 1 of the Agenda not counted due to No. 6 ballots being deemed invalid (including in relating to voting on the above item), or on any other grounds provided for under current legislation was: 916,095 (0.0199%).
The Meeting adopted the decision:
"To set the number of members of the Board of Directors of Gazprom Neft PJSC at 11 (eleven) individuals."
The results of voting on item 7 of the Agenda were as follows:
No. | Name of candidate | Number of votes "FOR" | Number of votes "AGAINST" | Number of votes "ABSTAINING" from voting | Number of votes for a candidate on ballots deemed null and void | |
1 | VADIM KASYMOVICH BIKULOV | 4,586,335,595 | 99.7656% | 10,652,715 | 58,345 | 608 |
2 | MIKHAIL ALEXANDROVICH VEIGEL | 4,586,345,417 | 99.7658% | 10,643,145 | 58,021 | 670 |
3 | GALINA YURIEVNA DELVIG | 4,586,337,695 | 99.7656% | 10,653,055 | 55,621 | 742 |
4 | MARGARITA IVANOVNA MIRONOVA | 4,586,351,155 | 99.7659% | 10,642,715 | 53,436 | 467 |
5 | SERGEY VLADIMIROVICH RUBANOV | 4,586,348,968 | 99.7659% | 10,642,815 | 55,291 | 659 |
The number of votes on item 7 of the Agenda not counted due to No. 3 ballots being deemed invalid (including in relating to voting on the above item), or on any other grounds provided for under current legislation was: 61,014 (0.0013%).
The Meeting adopted the decision:
"To appoint the following to the Gazprom Neft PJSC Audit Commission: Margarita Ivanova Mironova; Sergey Vladimirovich Rubanov; Mikhail Alexandrovich Veigel; Galina Yurevna Delvig; and Vadim Kasimovich Bikulov."
The results of voting on item 8 of the Agenda were as follows:
| |||
| "FOR" | 4,586,702,138 | (99.7670%) |
| "AGAINST" | 10,641,525 | (0.2315%) |
| "ABSTAINED" | 21,397 | (0.0005%) |
The number of votes on item 1 of the Agenda not counted due to No. 8 ballots being deemed invalid (including in relating to voting on the above item), or on any other grounds provided for under current legislation was: 48,534 (0.0011%).
The Meeting adopted the decision:
«To approve the appointment of Limited Liability Company Financial and accounting consultants (FBK) as auditors to Gazprom Neft PJSC in 2019».
The results of voting on item 9 of the Agenda were as follows:
| |||
| "FOR" | 4,549,438,198 | (99.6268%) |
| "AGAINST" | 16,931,646 | (0.3708%) |
| "ABSTAINED" | 59,293 | (0.0013%) |
The number of votes on item 1 of the Agenda not counted due to No. 9 ballots being deemed invalid (including in relating to voting on the above item), or on any other grounds provided for under current legislation was: 48,202 (0.0011%).
The Meeting adopted the decision:
"1. To pay remuneration to those members of the Board of Directors of Gazprom Neft PJSC not holding positions on executive bodies of Gazprom Neft PJSC (non-executive directors) an amount equal to 0.005 percent of EBITDA as reported in the consolidated financial accounts (IFRS) of Gazprom Neft PJSC for 2018.
2. To pay the Chairman of the Board of Directors of Gazprom Neft PJSC additional remuneration equal to 50 percent of the amount paid to each member of the Board of Directors of Gazprom Neft.
3. To pay members of committees of the Board of Directors of Gazprom Neft PJSC additional remuneration equal to 10 percent of the remuneration paid to each member of the Board of Directors of Gazprom Neft PJSC.
4. To pay chairpersons of committees of the Board of Directors of Gazprom Neft PJSC additional remuneration equal to 50 percent of the remuneration paid to members of committees of the Board of Directors of Gazprom Neft PJSC.
The results of voting on item 10 of the Agenda were as follows:
| |||
| "FOR" | 4,595,134,902 | (99.9504%) |
| "AGAINST" | 2,190,335 | (0.0476%) |
| "ABSTAINED" | 34,418 | (0.0007%) |
The number of votes on item 1 of the Agenda not counted due to No. 10 ballots being deemed invalid (including in relating to voting on the above item), or on any other grounds provided for under current legislation was: 53,949 (0.0012%).
The Meeting adopted the decision:
To pay remuneration to members of the Audit Committee of Gazprom Neft PJSC in the amounts recommended by the Board of Directors of Gazprom Neft PJSC, as follows:
- the Chairman of the Audit Commission - 1,200,000 rubles;
- members of the Audit Commission - 830,000 rubles (each)."
This Report was prepared on 17 June 2019, in two counterparts.
Chairman of the Meeting A.V. Dyukov
Secretary to the Meeting V.V. Nenadyshina