27 April 2022
Notice to the holders of ADRs
PJSC Tatneft (the "Company") notifies that today, 27 April 2022, Article 6 of the Federal Law No. 114-FZ "On amendments to the Federal Law "On Joint Stock Companies" and Article 5 of the Federal Law "On auditing activities" ("Article 6 of the Law 114-FZ"), which prohibits placement or (and) circulation outside of the Russian Federation of Russian issuers' shares by way of placement pursuant to foreign law of securities of foreign issuers representing the rights with respect to such Russian issuers' shares (i.e. depositary receipts), came into effect.
As of effective day of Article 6 of the Law 114-FZ, unless the Company obtains a permission pursuant to a special procedure established by the Russian Government Resolution No. 672 dated 16 April 2022, any circulation of the Company's American Depositary Receipts, each representing 6 ordinary shares of the Company, ISIN US876629205 (the "ADRs"), shall stop, no ordinary shares of the Company shall be permitted to be deposited for the issuance of respective ADRs, and the ordinary shares already deposited with respect to outstanding ADRs shall no longer carry voting rights, shall not be counted towards any voting at the Company's shareholders' meetings, and no dividends shall be paid on such ordinary shares (but accrued and, subject to any other limitations in effect, shall be paid following the cancellation of respective ADRs and their conversion into the ordinary shares). Cancellation of the ADRs is permitted, but the rights of ADR holders to receive respective ordinary shares is determined as of effective day of Article 6 of the Law 114-FZ, i.e. 27 April 2022.
Pursuant to Article 6 of the Law 114-FZ by 5 May 2022 the Company has to either submit to Citibank, N.A. as the depositary (the "Depositary") a notice of cancellation of the deposit agreement relating to the ADRs (the "Cancellation Notice") or to apply to for a permission to continue the circulation of the ADRs outside of Russia. If the Company's application is denied, it will have 5 working days to submit the Cancellation Notice to the Depositary.
Until and unless the Company receives a permission to continue the circulation of the ADRs outside of Russia, and subject to any conditions which might be set out therein, the prohibitions and limitations set out in Article 6 of the Law 114-FZ apply.
This notice is not a legal advice and shall not be construed as one.
This notice contains inside information.
Forward-looking statements and disclaimers: This press release contains certain statements regarding future events and expectations, which are forward-looking statements in nature. Any statement in this press release that is not a historical fact is a forward-looking statement that involves known and unknown risks, uncertainties and other factors that could cause actual results, performance or achievements expressed or implied by such forward-looking statements to differ materially. PJSC TATNEFT shall assume no obligation to update such forecasts to reflect actual results, changes in assumptions or changes in factors affecting these statements.