Source - EQS

OJSC Surgutneftegas / Miscellaneous - High Priority
OJSC Surgutneftegas: Information statement on certain resolutions passed by the Board of Directors of OJSC 'Surgutneftegas'

03-Oct-2016 / 08:46 CET/CEST
Dissemination 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 statement on certain resolutions
passed by the Issuer's Board of Directors

The Board of Directors held a meeting on 30 September, 2016.
According to the Charter the number of the members of the Board of Directors is 9 persons.
Nine members of the Board of Directors took part in the voting. This meeting is competent to pass resolutions.

Content of the resolutions passed by the Issuer's Board of Directors.
On Item No. 1 of the agenda: 'On approval of Regulations on the Dividend Policy of
OJSC 'Surgutneftegas'.
The Board of Directors resolved:
To approve Regulations on the Dividend Policy of OJSC 'Surgutneftegas'.
Votes:
FOR - 9 votes;
AGAINST - 0 votes;
ABSTAINED - 0 votes.
The resolution is passed unanimously.

On Item No. 2 of the agenda: 'On approval of Regulations on the Audit Committee of the Board of Directors of OJSC 'Surgutneftegas' in a new wording'.
The Board of Directors resolved:
To approve Regulations on the Audit Committee of the Board of Directors of
OJSC 'Surgutneftegas' in a new wording.
Votes:
FOR - 9 votes;
AGAINST - 0 votes;
ABSTAINED - 0 votes.
The resolution is passed unanimously.

On Item No. 3 of the agenda: 'On approval of Regulations on Internal Audit Service of
OJSC 'Surgutneftegas' in a new wording'.
The Board of Directors resolved:
To approve Regulations on Internal Audit Service of OJSC 'Surgutneftegas' in a new wording.
Votes:
FOR - 9 votes;
AGAINST - 0 votes;
ABSTAINED - 0 votes.
The resolution is passed unanimously.

On Item No. 4 of the agenda: 'On approval of the appointment of Internal Audit Service Head of OJSC 'Surgutneftegas'.
The Board of Directors resolved:
To approve the appointment of Arteeva Alexandra Ivanovna, who has been holding the mentioned position since May 2009, as Internal Audit Service Head of OJSC 'Surgutneftegas'.
Votes:
FOR - 9 votes;
AGAINST - 0 votes;
ABSTAINED - 0 votes.
The resolution is passed unanimously.

On Item No. 5 of the agenda: 'On recognizing a member of OJSC 'Surgutneftegas' Board of Directors as an independent member'.
The Board of Directors resolved:
1. To take into consideration information that the member of the Board of Directors of the Company (hereinafter - the Board of Directors) Dinichenko Ivan Kalistratovich is not a person associated with a significant shareholder of the Company, a significant contractor of the Company, a competitor of the Company , the state (the Russian Federation, a constituent territory of the Russian Federation) or municipality;
2. To take into consideration information that I.K. Dinichenko is a person associated with the Company because persons associated with him (daughters) are employed by the Company. At the same time there are no other criteria of association with the Company in case of I.K.Dinichenko.
3. The resolution on recognizing I.K.Dinichenko as an independent member of the Board of Directors is based on the following circumstances:
3.1. Persons associated with I.K.Dinichenko, mentioned in paragraph 2 of this resolution, hold the following positions in business units of the Company: operator of electronic color separation of Advertising and Publishing Information Center 'Neft Priobya'; geologist I category of Tyumen Branch of Surgut R&D and Project Design Institute 'SurgutNIPIneft'. Executing professional duties by associated persons is not related to the execution of managing functions in the Company. Total amount of remuneration and other material benefits received from the Company and organizations controlled by the Company by I.K.Dinichenko and persons associated with him for each of the last three years did not exceed a half of the basic annual remuneration of a member of the Board of Directors of the Company. Such association between I.K.Dinichenko and the Company does not influence his ability to make objective, independent and fair judgments that is proved by the analysis of his work as a member of the Board of Directors of the Company.
3.2. Work experience of I.K.Dinichenko as a member of the Board of Directors during 2014-2016 confirm that his stand on issues considered by the Board of Directors during the whole period when he performed his duties as a member of the Board of Directors is determined solely by his knowledge, experience and high professional qualities, and is objective and fair, independent from the influence of an individual executive body of the Company, certain groups of shareholders of the Company or other stakeholders.
4. Taking into account the circumstances stated in paragraph 3 of this resolution to recognize the member of the Board of Directors I.K.Dinichenko as an independent director, despite the fact of his formal association with the Company.
Votes:
Bogdanov Vladimir Leonidovich - 'FOR',
Bulanov Alexander Nikolaevich - 'FOR',
Dinichenko Ivan Kalistratovich - 'FOR',
Erokhin Vladimir Petrovich - 'FOR',
Krivosheev Viktor Mikhailovich - 'FOR',
Matveev Nikolai Ivanovich - 'FOR',
Raritsky Vladimir Ivanovich - 'FOR',
Usmanov Ildus Shagalievich - 'FOR',
Shashkov Vladimir Aleksandrovich - 'FOR'.
AGAINST - 0 votes;
ABSTAINED - 0 votes.
The resolution is passed unanimously.



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Language: English
Company: OJSC Surgutneftegas
Grigoriya Kukuyevitskogo, 1, bld.1
628415 Surgut
Russia
Internet: www.surgutneftegas.ru
ISIN: US8688612048
Category Code: MSCH
TIDM: SGGD
Sequence Number: 3458
Time of Receipt: 03-Oct-2016 / 08:46 CET/CEST
End of Announcement EquityStory.RS, LLC News Service

508233  03-Oct-2016 

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