16 Sep 2019 11:10
MINUTESOF THE GENERAL MEETING OF SHAREHOLDERS
02 September 2019 No. 0101/04
Full corporate name: Public Joint Stock Company Gazprom Neft (hereinafter also referred to as "the Company" or "Gazprom Neft PJSC").
Company location: St Petersburg, Russian Federation.
Company address: ul. Pochtamtskaya, dom 3-5, liter A, ch. pom. 1N, kab. 2401, St Petersburg 190000.
Type of General Meeting of Shareholders: extraordinary (hereinafter also referred to as "the meeting").
Form of the meeting - conventional meeting;
Date of the meeting - June 02, 2019.
Venue of the Meeting - Business Centre 'Energiya', Zoologicheskiy pereulok, d. 2-4, St Petersburg.
A date as of which the persons entitled to attend the meeting are determined (recorded): by close of business on 08 July 2019.
Registration starts at - 10 hours 00 minutes;
Registration closes at - 11 hours 10 minutes;
Meeting commences at - 11 hours 00 minutes;
Vote counting commences at - 11 hours 20 minutes;
Meeting closes at - 11 hours 35 minutes;
Mailing address for return of completed ballots: ul. Pochtamtskaya 3-5, 190000 St Petersburg, 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), located in Moscow.
Chairman of the Meeting - A.V. Dyukov.
Secretary to the Meeting - V.V. Nenadyshina.
Those resolutions adopted by the meeting and the make-up of those Company participants present at the adoption thereof, are confirmed by the registrar pursuant to items 1-3 clause 67.1 of the Civil Code of the Russian Federation.
Agenda
1. Early termination of powers of members of the Board of Directors of Gazprom Neft PJSC.
2. Election of the members the Board of Directors of Gazprom Neft PJSC.
The total number of votes held by holders of voting shares is 4,741,299,639.
As at 08 July 2019, a date as of which the persons entitled to attend the meeting 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 meeting (hereinafter also "the List of persons") 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 of persons and entitled to vote amounts to:
on item 1 of the meeting Agenda 4,741,299,639;
on item 2 of the meeting Agenda: 61,636,895,307 cumulative votes.
As at the opening of the General Meeting (11 o'clock), the number of votes on item 1 of the Agenda held by persons taking part in the meeting totalled 4,564,829,191 votes, constituting 96.2780 percent of the total number of votes attached to voting shares;
the number of votes on item 2 of the Agenda held by persons taking part in the meeting totalled 59,342,228,660 cumulative votes, constituting 96.2771 percent of the total number of votes attached to the voting shares;
On which basis the quorum was in attendance in respect of all items pursuant to Article 58 of Federal Law No. 208-FZ of 26 December 1995, "On Joint Stock Companies", and pursuant to paragraph 4.12 of the "Regulation on General Meetings of Shareholders", approved by the Central Bank of the Russian Federation on 16 November 2018, No. 660-P.
Review and resolutions adopted on Agenda items.
Item no. 1
Early termination of powers of members of the Board of Directors of Gazprom Neft PJSC.
The number of votes held by those individuals included in the List of persons entitled to attend the meeting on item 1 of the Agenda was 4,741,299,639 votes.
The number of votes held by those persons who voted on item 1 of the agenda was 4,584,598,751 votes (96.6950 percent).
The voting quorum for item 1 of the Agenda was in attendance.
The floor was taken by:
V.V. Nenadyshina, who presented the proposed draft resolution on this item of the Agenda.
The issue put to the vote was:
To prematurely terminate the powers of members of the Board of Directors of Gazprom Neft PJSC.
Votes were cast as follows:
"For" - 4,584,545,133 votes, representing 99.9988 percent of votes of shareholders attending the meeting;
"Against" - 16,654 votes, representing 0.0004 percent of votes of shareholders attending the meeting;
"Abstained" - 36,924 votes, representing 0.0008 percent of votes of shareholders attending the meeting.
The resolution adopted bythe meeting on item 1 of the agenda is as follows:
To prematurely terminate the powers of members of the Board of Directors of Gazprom Neft PJSC.
Item no. 2
Election of members of the Board of Directors of Gazprom Neft PJSC.
The number of cumulative votes held by those individuals included in the List of persons entitled to attend the meeting on item 2 of the agenda was 61,636,895,307 votes.
The number of cumulative votes held by those persons who voted on item 2 of the agenda was 59,564,405,105 votes (96.6376 percent).
The vote 2 was quorate.
The floor was taken by:
V.V. Nenadyshina with information on candidates for election on the Board of Directors of Gazprom Neft PJSC.
The issue put to the vote was:
Elect the Board of Directors of Gazprom Neft PJSC as follows:
·; Alisov, Vladimir Ivanovich;
·; Dmitriev, Andrey Igorevich;
·; Dyukov, Alexander Valerievich;
·; Kuznets, Sergey Ivanovich;
·; Markelov, Vitaly Anatolievich;
·; Medvedev, Alexander Ivanovich;
·; Menshikov, Sergei Nikolaevich;
·; Miller, Alexei Borisovich;
·; Mikhailova, Elena Vladimirovna;
·; Sadygov, Famil Kamil ogly;
·; Seleznev, Kirill Gennadievich;
·; Serdyukov, Valery Pavlovich;
·; Sereda, Mikhail Leonidovich.
Votes were cast as follows:
Candidate's name | Number of votes, cast "FOR" the candidate | |
Vladimir Ivanovich Alisov | 4,543,557,409 | 7.6280% |
Dmitriev, Andrey Igorevich | 4,543,534,373 | 7.6279% |
Dyukov, Alexander Valerievich | 4,548,442,004 | 7.6362% |
Kuznets, Sergey Ivanovich | 4,543,527,733 | 7.6279% |
Markelov, Vitaly Anatolievich | 4,543,520,529 | 7.6279% |
Medvedev, Alexander Ivanovich | 4,543,589,452 | 7.6280% |
Menshikov, Sergei Nikolaevich | 4,543,520,184 | 7.6279% |
Miller, Alexey Borisovich | 4,541,724,522 | 7.6249% |
Mikhailova, Elena Vladimirovna | 4,542,460,638 | 7.6261% |
Sadygov, Famil Kamil ogly | 4,543,523,541 | 7.6279% |
Seleznev, Kirill Gennadievich | 4,543,534,760 | 7.6279% |
Serdyukov, Valery Pavlovich | 4,770,076,254 | 8.0083% |
Sereda, Mikhail Leonidovich | 4,542,405,600 | 7.6260% |
AGAINST ALL CANDIDATES | 269,624,858 | 0.4527% |
VOTES ABSTAINED ON ALL THE CANDIDATES | 371,961 | 0.0006% |
The resolution adopted by
the meeting on item 2 of the agenda is as follows:
Individuals to be elected on the Board of Directors of Gazprom Neft PJSC are as follows:
Alisov, Vladimir Ivanovich;
Dmitriev, Andrey Igorevich;
Dyukov, Alexander Valerievich;
Kuznets, Sergey Ivanovich;
Markelov, Vitaly Anatolievich;
Medvedev, Alexander Ivanovich;
Menshikov, Sergei Nikolaevich;
Miller, Alexei Borisovich;
Mikhailova, Elena Vladimirovna;
Sadygov, Famil Kamil ogly;
Seleznev, Kirill Gennadievich;
Serdyukov, Valery Pavlovich;
Sereda, Mikhail Leonidovich.
Attachments:
1. MInutes on the results of voting at the General Meeting of Shareholders in Public Joint Stock Company Gazprom Neft
These minutes were prepared on 2 September 2019 in two counterparts.
Chairman of the Meeting A.V. Dyukov
Secretary to the Meeting V.V. Nenadyshina