1 Jul 2016 08:21
OJSC Surgutneftegas / Result of AGMOJSC Surgutneftegas: Information on the Issuer's general shareholders'meeting and adopted resolutions 01-Jul-2016 / 09:21 CET/CESTDissemination of a Regulatory Announcement, transmitted by EquityStory.RS,LLC - a company of EQS Group AG.The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Information on the Issuer's general shareholders' meeting and adoptedresolutions Type of the general shareholders' meeting of the Issuer: annual. Date of the general shareholders' meeting of the Issuer: 29 June 2016. Quorum of the general shareholders' meeting of the Issuer:The number of votes held by the persons included in the list of personsentitled to participate in the Meeting (as of 16 May 2016) was:on Items No. 1, 2, 3, 4, 5, 7, 8, 9, 10 of the agenda - 35,722,120,116votes;on Item No. 6 of the agenda - 321,499,081,044 votes. The number of votes held by the persons who took part in the Meeting was:on Item No. 1 of the Meeting's agenda: 26,468,400,096 votes;on Item No. 2 of the Meeting's agenda: 26,468,387,596 votes;on Item No. 3 of the Meeting's agenda: 26,468,387,596 votes;on Item No. 4 of the Meeting's agenda: 26,468,372,906 votes;on Item No. 5 of the Meeting's agenda: 26,468,372,906 votes;on Item No. 6 of the Meeting's agenda: 237,221,274,434 votes;on Item No. 7 of the Meeting's agenda: 26,337,123,546 votes;on Item No. 8 of the Meeting's agenda: 26,468,362,546 votes;on Item No. 9 of the Meeting's agenda: 26,345,117,146 votes;on Item No. 10 of the Meeting's agenda: 26,336,815,456 votes In accordance with the Federal Law of the Russian Federation 'On JointStock Companies' the Meeting had the quorum on all items of the Meeting'sagenda. On Item No. 1 the Meeting resolved:'To approve the annual report of OJSC 'Surgutneftegas' for 2015.'On Item No. 2 the Meeting resolved:'To approve the annual accounting (financial) statements of OJSC'Surgutneftegas' for 2015.'On Item No. 3 the Meeting resolved:'To approve the distribution of profit (loss) of OJSC 'Surgutneftegas' for2015. To declare dividend payment for 2015: RUB 6.92 per preference shareof OJSC 'Surgutneftegas', RUB 0.6 per ordinary share of OJSC'Surgutneftegas'; dividends shall be paid in accordance with the procedurerecommended by the Board of Directors. To set 18 July 2016 as the date asof which the persons entitled to dividends are determined.'On Item No. 4 the Meeting resolved:'To approve the following amendments to the Regulations on the Board ofDirectors of OJSC 'Surgutneftegas':1) To present Clause 5.2 of the Regulations in the following wording: '5.2. Under the resolution of the general shareholders' meeting of theCompany, the members of the Company's Board of Directors who do not act asChairman of the Board of Directors or Director General of the Company andare not employees of the Company shall be paid remuneration, the amount ofwhich is determined in accordance with the resolution of the Company'sgeneral shareholders' meeting, during the period when they perform theirduties.The basic remuneration for each member of the Board of Directors specifiedin the first paragraph of this clause is RUB 4,000,000 (four million). Themembers of the Board of Directors who acted as chairmen of the committeesof the Board of Directors shall be paid additional remuneration in theamount of RUB 1,000,000 (one million).The Board of Directors has the right to recommend to the generalshareholders' meeting to reduce the amount of remuneration to individualmembers of the Board of Directors in relation to the basic remuneration, ifthey participated in less than half meetings of the Board of Directorsduring the period when they performed their duties.The amounts of remuneration determined by the Regulations include taxespayable by a member of the Board of Directors in accordance with thecurrent Russian legislation. The payment of remuneration specified in thisclause of the Regulations shall be made not later than 30 calendar daysfrom the date of the general shareholders' meeting of the Company whichpassed the resolution to pay remuneration to the members of the Board ofDirectors.'2) To present Clauses 6.15 and 6.16 of the Regulations in the followingwording:'6.15. The Corporate Secretary shall perform the functions of the secretaryof the Board of Directors. 6.16. The procedure for the appointment of the Corporate Secretary of theCompany and exercise of his/her functions is determined by the Regulationson the Corporate Secretary of the Company approved by the Board ofDirectors.' On Item No. 5 the Meeting resolved:'To pay to each member of the Board of Directors of OJSC 'Surgutneftegas'who do not act as Chairman of the Board of Directors or Director General ofthe Company and is not an employee of the Company basic remuneration forthe period when he/she acted as a member of the Board of Directors in theamount determined by the Regulations on the Board of Directors of OJSC'Surgutneftegas'. To pay to the member of the Board of Directors who actedas Chairman the Audit Committee of the Board of Directors additionalremuneration in the amount determined by the Regulations on the Board ofDirectors of OJSC 'Surgutneftegas'.On Item No. 6 the Meeting resolved:'To elect the following persons to the Board of Directors of OJSC'Surgutneftegas':1. Bogdanov Vladimir Leonidovich2. Bulanov Alexander Nikolaevich3. Dinichenko Ivan Kalistratovich4. Erokhin Vladimir Petrovich5. Krivosheev Viktor Mikhailovich6. Matveev Nikolai Ivanovich7. Raritsky Vladimir Ivanovich8. Usmanov Ildus Shagalievich9. Shashkov Vladimir Aleksandrovich.'On Item No. 7 the Meeting resolved:'To elect the following persons to the Auditing Committee of OJSC'Surgutneftegas':1. Klinovskaya Taisiya Petrovna2. Musikhina Valentina Viktorovna3. Oleynik Tamara Fedorovna.' On Item No. 8 the Meeting resolved:'To approve Limited Liability Company 'Rosexpertiza' as the Auditor of OJSC'Surgutneftegas' for 2016'. On Item No. 9 the Meeting resolved:'To approve transactions that may be conducted in the future between OJSC'Surgutneftegas' and its affiliates in the course of its ordinary businessactivity, provided that the above-mentioned transactions comply with thefollowing requirements:the transaction is aimed at performing the types of activities stipulatedby the Company's Charter and the amount of the transaction is within theamount of the transaction the individual executive body of OJSC'Surgutneftegas' is entitled to perform in compliance with the Federal Law'On Joint Stock Companies'.This resolution remains valid till the annual general shareholders' meetingof OJSC 'Surgutneftegas' for 2016.' On Item No. 10 the Meeting resolved: 'To approve the interested party transaction of OJSC'Surgutneftegas' (contract on OJSC 'Surgutneftegas' management liabilityinsurance) on the following essential conditions:1. Parties to the contract (hereinafter, the Contract): Open Joint StockCompany 'Surgutneftegas' (hereinafter, the Policy Holder) and LimitedLiability Company 'Insurance Company 'Surgutneftegas' (hereinafter, theInsurer).2. Terms and definitions:2.1. 'Company': a legal entity - the Policy Holder.2.2. 'Director (Manager)': a natural person who is a member of theCompany's Board of Directors, the Company's Director General, the Company'sFirst Deputy Director General, the Company's Chief Accountant, Head of theCompany's business unit, Head of the Company's Legal Division, Head of theCompany's Financial Division as well as other manager of the Company whomakes decisions having legal consequences or a person who acted as suchbefore or will act as such in the future.2.3. 'Insured Person' - any Director (Manager) as well as the Company -only with respect to claims for securities.3. Insurance period: one year.4. Sum insured (limit of indemnity): up to USD 50,000,000.5. Insurance premium: up to USD 300,000.6. Coverage territory: the territory of the Russian Federation, theterritory of foreign states.7. Object of insurance:7.1. Property interests of the Insured Person related to: (a) his/her dutyto compensate, at the request of third parties, for losses caused byadministrative functions performed by the Director (Manager) in theCompany; (b) unforeseen expenses in connection with a claim raised againstthe Insured Person or in connection with the start of the investigation inrelation to the Company's operations or activities of the Insured Person asthe Director (Manager).7.2. Property interests of the Company related to: (a) its duty tocompensate, at the request of third parties made to the Director (Manager),for losses caused by administrative functions performed by the Director(Manager) of the Company;(b) unforeseen expenses in connection with a claim raised against theInsured Person or in connection with the start of the investigation inrelation to the Company's operations or activities of the Insured Person asthe Director (Manager).7.3. Property interests of the Company related to: (a) its duty tocompensate for losses of other persons upon the claims for securitiesassociated with an incorrect action of the Company; (b) unforeseen expensesin connection with a claim for securities.8. Insured Risk under the Contract: (a) the duty of the Insured Person tocompensate third parties for losses caused by an incorrect action of theCompany's Director (Manager); (b) unforeseen expenses incurred by theInsured Person; (c) expenses incurred by the Company to pay compensation tothe Directors (Managers) or to pay for them for losses caused by anincorrect action of the Company's Director (Manager) or unforeseenexpenses; (d) the duty of the Company to compensate other persons forlosses caused by an incorrect action in relation to securities; (e)unforeseen expenses incurred by the Company because of an incorrect actionin relation to securities.9. Insured Event: an insured event is recognized as an occurred eventstipulated in Clause 8 of the present resolution which is covered byinsurance and in relation to which the Insurer recognized the liability tomake insurance payment'. --------------------------------------------------------------------------- 01-Jul-2016 The EquityStory.RS, LLC Distribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases.Archive at www.dgap.de/ukreg --------------------------------------------------------------------------- Language: English Company: OJSC Surgutneftegas Grigoriya Kukuyevitskogo, 1, bld.1 628415 Surgut Russia Internet: www.surgutneftegas.ru ISIN: US8688612048 Category Code: RAG TIDM: SGGD Sequence Number: 3234 Time of Receipt: 01-Jul-2016 / 09:21 CET/CEST End of Announcement EquityStory.RS, LLC News Service --------------------------------------------------------------------------- 476531 01-Jul-2016UK-Regulatory-announcement transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.