PUBLIC JOINT STOCK COMPANY GAZPROM NEFT
(GAZPROM NEFT PJSC)
MINUTES
OF THE GENERAL MEETING OF SHAREHOLDERS
11 June 2020 no. 0101/01
Full corporate name: Public Joint Stock Company Gazprom Neft (hereinafter also referred to as "the Company" or "Gazprom Neft PJSC").
Registered address: Russian Federation, St Petersburg.
Company address: ul. Pochtamtskaya, dom 3-5, liter A, ch. pom. 1N, kab. 2401, St Petersburg 190000, Russian Federation.
Type of General Meeting of Shareholders: annual (hereinafter referred to as "the meeting").
Form of the meeting - absentee voting.
Deadline for submission of completed ballots - 11 June 2020.
Date of determining (recording) those individuals entitled to participate in the general meeting: 18 May 2020.
Mailing address for return of completed ballots: ul. Pochtamtskaya 3-5, 190000 St Petersburg, Gazprom Neft PJSC.
Website for completing electronic ballots: https://draga.ru/akcioneram/jelektronnye-servisy/ golosovanie/
Full corporate name of the registrar acting as the Counting Commission: Joint-Stock Company, Specialized Registrar - Register-Keeper for Gas Industry Shareholders (JSC DRAGA).
Meeting Chairman: A.B. Miller
Secretary to the Meeting - V.V. Nenadyshina.
Agenda:
1. Approval of Gazprom Neft PJSC's Annual Report for 2019.
2. Approval of the annual accounting (financial) statements, including the profit and loss statement, of Gazprom Neft PJSC for 2019.
3. On distribution of profit in Gazprom Neft PJSC for 2019.
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 the results of 2019.
5. Election of the members of the Board of Directors of Gazprom Neft PJSC.
6. Election of the members of the Auditing Committee of Gazprom Neft PJSC.
7. Approval of the auditor of Gazprom Neft PJSC for 2020.
8. On the remuneration to the members of the Board of Directors of Gazprom Neft PJSC.
9. On the remuneration to the members of the Audit Committee of Gazprom Neft PJSC.
Review and resolutions adopted on Agenda items.
Item 1: Approval of Gazprom Neft PJSC's Annual Report for 2019.
Number of votes carried by those persons included on the List of persons entitled to attend and vote on item 1 of the agenda: 4,741,299,639.
Number of votes attributable to the voting shares of Gazprom Neft PJSC, determined in accordance with provisions of item 4.24 of the "Regulation on General Meetings of Shareholders" approved by the Bank of Russia on 16 November 2018 No. 660-P, on item 1 of the agenda was: 4,741,299,639.
Number of votes held by those shareholders who attended the meeting on item 1 of the agenda was: 4,574,067,045.
The voting quorum for item 1 of the Agenda was in attendance.
The issue put to the vote was:
"To approve Gazprom Neft PJSC's Annual Report for 2019 (draft Annual Report is available on the Company's website at: http://ir.gazprom-neft.ru/shareholders-meeting)».
Number of vote cast on each of the voting options for item 1 of the agenda was as follows:
"FOR" - 4,574,051,004 (99.9996%);
"AGAINST" - 1,747 (0.0000%);
"ABSTAINED" - 6,710 (0.0001%).
The number of votes for item 1 of the agenda which were not counted due to invalidation of ballots, or on other grounds under current legislation, was: 7,584 (0.0002%).
The resolution adopted on item 1 of the agenda is as follows:
"To approve Gazprom Neft PJSC's Annual Report for 2019 (draft Annual Report is available on the Company's website at: http://ir.gazprom-neft.ru/shareholders-meeting)».
Item 2: Approval of the annual accounting (financial) statements, including the profit and loss statement, of Gazprom Neft PJSC for 2019.
Number of votes carried by those persons included on the List of persons entitled to attend and vote on item 2 of the agenda: 4,741,299,639.
Number of votes attributable to the voting shares of Gazprom Neft PJSC, determined in accordance with provisions of item 4.24 of the "Regulation on General Meetings of Shareholders" approved by the Bank of Russia on 16 November 2018 No. 660-P, on item 2 of the agenda was: 4,741,299,639.
Number of votes held by those shareholders who attended the meeting on item 2 of the agenda was: 4,574,066,695.
The voting quorum for item 2 of the Agenda was in attendance.
The issue put to the vote was:
"To approve the annual accounting (financial) statements, including the profit and loss statement, of Gazprom Neft PJSC for 2019 (the annual accounting (financial) statements are available on the Company's website at: http://ir.gazprom-neft.ru/shareholders-meeting)».
Number of vote cast on each of the voting options for item 2 of the agenda was as follows:
"FOR" - 4,574,048,406 (99.9996%);
"AGAINST" - 790 (0.0000%);
"ABSTAINED" - 10,535 (0.0002 %).
The number of votes for item 2 of the agenda that were not counted due to invalidation of ballots, or on other grounds under current legislation, was: 6,964 (0.0002%).
The resolution adopted on item 2 of the agenda is as follows:
"To approve the annual accounting (financial) statements, including the profit and loss statement, of Gazprom Neft PJSC for 2019 (the annual accounting (financial) statements are available on the Company's website at: http://ir.gazprom-neft.ru/shareholders-meeting)».
Item 3: On distribution of profit in Gazprom Neft PJSC for 2019.
Number of votes carried by those persons included on the List of persons entitled to attend and vote on item 3 of the agenda: 4,741,299,639.
Number of votes attributable to the voting shares of Gazprom Neft PJSC, determined in accordance with provisions of item 4.24 of the "Regulation on General Meetings of Shareholders" approved by the Bank of Russia on 16 November 2018 No. 660-P, on item 3 of the agenda was: 4,741,299,639.
Number of votes held by those shareholders who attended the meeting on item 3 of the agenda was: 4,574,066,885.
The voting quorum for item 3 of the Agenda was in attendance.
The issue put to the vote was:
"To approve the distribution of Gazprom Neft PJSC's profit on the basis of the 2019 financial results."
Number of vote cast on each of the voting options for item 3 of the agenda was as follows:
"FOR" - 4,574,052,073 (99.9997%);
"AGAINST" - 1,152 (0.0000%);
"ABSTAINED" - 6,856 (0.0001%).
The number of votes for item 3 of the agenda that were not counted due to invalidation of ballots, or on other grounds under current legislation, was: 6,804 (0.0001%).
The resolution adopted on item 3 of the agenda is as follows:
"To approve the distribution of Gazprom Neft PJSC's profit on the basis of the 2019 financial results."
Item 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 the results of 2019.
Number of votes carried by those persons included on the List of persons entitled to attend and vote on item 4 of the agenda: 4,741,299,639.
Number of votes attributable to the voting shares of Gazprom Neft PJSC, determined in accordance with provisions of item 4.24 of the "Regulation on General Meetings of Shareholders" approved by the Bank of Russia on 16 November 2018 No. 660-P, on item 4 of the agenda was: 4,741,299,639.
Number of votes held by those shareholders who attended the meeting on item 4 of the agenda was: 4,574,065 225.
The voting quorum for item 4 of the Agenda was in attendance.
The issue put to the vote was:
"To pay dividends based on 2019 results in monetary form in amount of RUB37.96 per one ordinary share (with account of dividends paid out based on the results of the first six months of 2019 in the amount of RUB18.14 per one ordinary share); to determine the date of compiling the list of persons entitled to receive dividends to be 26 June 2020; to set timeframe for dividend payments as follows: to nominal holders and professional stock market players in their capacity of trust managers recorded in the Register of Shareholders - by no later than 10 July 2020, and to all other shareholders recorded in the Register of Shareholders - by no later than 31 July 2020."
Number of vote cast on each of the voting options for item 4 of the agenda was as follows:
"FOR" - 4,574,057,057 (99.9998%);
"AGAINST" - 930 (0.0000%);
"ABSTAINED" - 834 (0.0000%).
The number of votes for item 4 of the agenda that were not counted due to invalidation of ballots, or on other grounds under current legislation, was: 6,404 (0.0001%).
The resolution adopted on item 4 of the agenda is as follows:
"To pay dividends based on 2019 results in monetary form in amount of RUB37.96 per one ordinary share (with account of dividends paid out based on the results of the first six months of 2019 in the amount of RUB18.14 per one ordinary share); to determine the date of compiling the list of persons entitled to receive dividends to be 26 June 2020; to set timeframe for dividend payments as follows: to nominal holders and professional stock market players in their capacity of trust managers recorded in the Register of Shareholders - by no later than 10 July 2020, and to all other shareholders recorded in the Register of Shareholders - by no later than 31 July 2020."
Item 5: Election of the members the Board of Directors of Gazprom Neft PJSC.
Number of cumulative votes carried by the persons included in the List of persons entitled to attend and vote on item 5 of the agenda was: 61,636,895 307.
Number of cumulative votes attributable to the voting shares of Gazprom Neft PJSC, determined in accordance with provisions of item 4.24 of the "Regulation on General Meetings of Shareholders" approved by the Bank of Russia on 16 November 2018 No. 660-P, on item 5 of the agenda was: 61,636,895 307.
Number of cumulative votes held by those shareholders attending the Meeting and voting on item 5 of the Agenda was 59,374,196,105.
The voting quorum for item 5 of the Agenda was in attendance.
The issue put to the vote was:
"Individuals to be elected on the Board of Directors of Gazprom Neft PJSC are as follows:
· Alisov, Vladimir Ivanovich;
· 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;
· Mikhail Leonidovich Sereda;
· Sukhov, Gennady Nikolaevich."
Votes cast as follows:
|
Candidate's name |
Number of votes, |
|
|
Alisov, Vladimir Ivanovich |
4,548,322,614 |
7.6604% |
|
Dyukov, Alexander Valerievich |
4,550,297,373 |
7.6638% |
|
Kuznets, Sergey Ivanovich |
4,548,346,705 |
7.6605% |
|
Markelov, Vitaly Anatolievich |
4,544,710,810 |
7.6544% |
|
Medvedev, Alexander Ivanovich |
4,548,364,221 |
7.6605% |
|
Menshikov, Sergei Nikolaevich |
4,539,493,644 |
7.6456% |
|
Miller, Alexey Borisovich |
4,546,734,932 |
7.6578% |
|
Mikhailova, Elena Vladimirovna |
4,544,695,196 |
7.6543% |
|
Sadygov, Famil Kamil ogly |
4,548,289,804 |
7.6604% |
|
Seleznev, Kirill Gennadievich |
4,548,303,587 |
7.6604% |
|
Serdyukov, Valery Pavlovich |
4,548,297,562 |
7.6604% |
|
Sereda, Mikhail Leonidovich |
4,548,329,741 |
7.6604% |
|
Sukhov, Gennady Nikolaevich |
4,544,725,364 |
7.6544% |
|
AGAINST ALL CANDIDATES |
256,712,924 |
0.4324% |
|
VOTES ABSTAINED ON ALL THE CANDIDATES |
7,114,666 |
0.0120% |
Number of cumulative votes on item 5 of the Agenda not counted due to ballots being deemed invalid, or on any other grounds was: 1,356,524 (0.0023%).
The resolution adopted on item 5 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;
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;
Mikhail Leonidovich Sereda;
Sukhov, Gennady Nikolaevich."
Item 6: Election of the Audit Committee of Gazprom Neft PJSC.
Number of votes carried by those persons included on the List of persons entitled to attend and vote on item 6 of the agenda: 4,741,299,639.
Number of votes attributable to the voting shares of Gazprom Neft PJSC, determined in accordance with provisions of item 4.24 of the "Regulation on General Meetings of Shareholders" approved by the Bank of Russia on 16 November 2018 No. 660-P, on item 6 of the agenda was: 4,740,992 534.
Number of votes held by those shareholders who attended general meeting on item 6 of the agenda was: 4,573,810 034.
The voting quorum for item 6 of the Agenda was in attendance.
The issue put to the vote was:
"To elect the Audit Committee of Gazprom Neft PJSC as follows:
· Bikulov, Vadim Kasymovich;
· Vaigel, Mikhail Alexandrovich;
· Delvig, Galina Yurievna;
· Mironova, Margarita Ivanovna;
· Tolstikova, Inna Borisovna."
Votes cast as follows:
|
Candidate's name |
Number of votes |
||||
|
"FOR" |
"AGAINST" |
|
void |
||
|
Bikulov, Vadim Kasymovich |
4,570,408,254 |
99.9256% |
3,252,669 |
84,983 |
8,825 |
|
Vaigel, Mikhail Alexandrovich |
4,570,408,610 |
99.9256% |
3,257,389 |
83,270 |
8,450 |
|
Delvig, Galina Yurievna |
4,570,024,585 |
99.9172% |
3,253,349 |
474,980 |
4,475 |
|
Mironova, Margarita Ivanovna |
4,570,438,241 |
99.9263% |
3,248,257 |
80,226 |
6,105 |
|
Tolstikova, Inna Borisovna |
4,570,427,771 |
99.9261% |
3,254,772 |
70,633 |
7,175 |
Number of votes on item 6 of the agenda not counted due to ballots being deemed invalid, or on any other grounds was: 22,543 (0.0005%).
The resolution adopted on item 6 of the agenda is as follows:
"To elect the Audit Committee of Gazprom Neft PJSC as follows:
Bikulov, Vadim Kasymovich;
Vaigel, Mikhail Alexandrovich;
Delvig, Galina Yurievna;
Mironova, Margarita Ivanovna;
Tolstikova, Inna Borisovna."
Item 7: Approval of the auditor of Gazprom Neft PJSC for 2020.
Number of votes carried by those persons included on the List of persons entitled to attend and vote on item 7 of the agenda: 4,741,299,639.
Number of votes attributable to the voting shares of Gazprom Neft PJSC, determined in accordance with provisions of item 4.24 of the "Regulation on General Meetings of Shareholders" approved by the Bank of Russia on 16 November 2018 No. 660-P, on item 7 of the agenda was: 4,741,299 639.
Number of votes held by those shareholders who attended general meeting on item 7 of the agenda was: 4,574,064 835.
The voting quorum for item 7 of the Agenda was in attendance.
The issue put to the vote was:
"To approve the appointment of Limited Liability Company Financial and Accounting Consultants (FBK) as auditors to Gazprom Neft PJSC in 2020."
Number of vote cast on each of the voting options for item 7 of the agenda was as follows:
"FOR" - 4,570,734,943 (99.9272%);
"AGAINST" - 3,255,949 (0.0712%);
"ABSTAINED" - 63,551 (0.0014%).
Number of votes on item 7 of the agenda not counted due to ballots being deemed invalid, or on any other grounds was: 10,392 (0.0002%).
The resolution adopted on item 7 of the agenda is as follows:
"To approve the appointment of Limited Liability Company Financial and Accounting Consultants (FBK) as auditors to Gazprom Neft PJSC in 2020."
Item 8: On remuneration of members of the Board of Directors of Gazprom Neft PJSC.
Number of votes carried by those persons included on the List of persons entitled to attend and vote on item 8 of the agenda: 4,741,299,639.
Number of votes attributable to the voting shares of Gazprom Neft PJSC, determined in accordance with provisions of item 4.24 of the "Regulation on General Meetings of Shareholders" approved by the Bank of Russia on 16 November 2018 No. 660-P, on item 8 of the agenda was: 4,741,299 639.
Number of votes held by those shareholders who attended general meeting on item 8 of the agenda was: 4,559,907 940.
The voting quorum for item 8 of the Agenda was in attendance.
The issue put to the vote was:
"1. To pay remuneration to the members of Gazprom Neft PJSC Board of Directors who do not hold executive offices in JSC Gazprom Neft (non-executive directors) - each member receiving 0.005% of EBITDA according to the consolidated financial statements of Gazprom Neft PJSC under the IFRS for 2019 (the baseline remuneration).
2. To pay additional remuneration to the Gazprom Neft PJSC Chairman of the Board of Directors in the amount constituting the product of the baseline remuneration of a member of Gazprom Neft PJSC Board of Directors and a coefficient of 1.15.
3. To pay extra remuneration to members of the Gazprom Neft PJSC Board of Directors' Committees in the amount of 10% each from the baseline remuneration payable to a member of the Board of Directors of Gazprom Neft PJSC.
4. In addition to the remuneration to members of the Gazprom Neft PJSC Board of Directors' Committees, pay remuneration to each Chairman of Gazprom Neft PJSC Board of Directors' Committee in the amount of 50% from the amount of remuneration payable to a member of the Gazprom Neft PJSC Board of Directors' Committee."
Number of vote cast on each of the voting options for item 8 of the agenda was as follows:
"FOR" - 4,543,704,148 (99.6446%);
"AGAINST" - 16,022,926 (0.3514%);
"ABSTAINED" - 174,270 (0.0038%).
Number of votes on item 8 of the agenda not counted due to ballots being deemed invalid, or on any other grounds was: 6,596 (0.0001%).
The resolution adopted on item 8 of the agenda is as follows:
"1. To pay remuneration to the members of Gazprom Neft PJSC Board of Directors who do not hold executive offices in JSC Gazprom Neft (non-executive directors) - each member receiving 0.005% of EBITDA according to the consolidated financial statements of Gazprom Neft PJSC under the IFRS for 2019 (the baseline remuneration).
2. To pay additional remuneration to the Gazprom Neft PJSC Chairman of the Board of Directors in the amount constituting the product of the baseline remuneration of a member of Gazprom Neft PJSC Board of Directors and a coefficient of 1.15.
3. To pay extra remuneration to members of the Gazprom Neft PJSC Board of Directors' Committees in the amount of 10% each from the baseline remuneration payable to a member of the Board of Directors of Gazprom Neft PJSC.
4. In addition to the remuneration to members of the Gazprom Neft PJSC Board of Directors' Committees, pay remuneration to each Chairman of Gazprom Neft PJSC Board of Directors' Committee in the amount of 50% from the amount of remuneration payable to a member of the Gazprom Neft PJSC Board of Directors' Committee."
Item 9: On remuneration of members of the Audit Committee of Gazprom Neft PJSC.
Number of votes carried by those persons included on the List of persons entitled to attend and vote on item 9 of the agenda: 4,741,299,639.
Number of votes attributable to the voting shares of Gazprom Neft PJSC, determined in accordance with provisions of item 4.24 of the "Regulation on General Meetings of Shareholders" approved by the Bank of Russia on 16 November 2018 No. 660-P, on item 9 of the agenda was: 4,741,299 639.
Number of votes held by those shareholders who attended general meeting on item 9 of the agenda was: 4,574,065 005.
The voting quorum for item 9 of the Agenda was in attendance.
The issue put to the vote was:
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:
- to the Chairman of the Audit Committee - 1,200,000 rubles;
- RUB 830,000 to each member of the Audit Committee."
Number of vote cast on each of the voting options for item 9 of the agenda was as follows:
"FOR" - 4,573,902,130 (99.9964%);
"AGAINST" - 52,761 (0.0012%);
"ABSTAINED" - 99,900 (0.0022%).
Number of votes on item 9 of the agenda not counted due to ballots being deemed invalid, or on any other grounds was: 10,214 (0.0002%).
The resolution adopted on item 9 of the agenda is as follows:
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:
- to the Chairman of the Audit Committee - 1,200,000 rubles;
- RUB 830,000 to each member of the Audit Committee."
Attachments:
1. Gazprom Neft PJSC 2019 Annual Report.
2. Annual financial statements including the statement of profit and loss (profit and loss account) of Gazprom Neft PJSC for 2019.
3. Distribution of Gazprom Neft PJSC profits generated by the Company's operations in 2019.
4. Protocol of the Counting Commission regarding voting results.
These minutes were prepared on 15 June 2019 in two counterparts.
Meeting Chairman A.B. Miller
Secretary to the Meeting V.V. Nenadyshina
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
