Source - EQS

OJSC Surgutneftegas / Result of AGM
OJSC Surgutneftegas: Information statement on the Issuer's general shareholders' meeting and adopted resolutions

30-Jun-2017 / 08:17 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 [1]on the Issuer's general shareholders' meeting and adopted resolutions

Type of the general shareholders' meeting of the Issuer: annual.

Date of the general shareholders' meeting of the Issuer: 29 June 2016.

Date, venue and time of a general shareholders' meeting of the issuer: 29 June 2017, ul.Gubkina, 13, Surgut, Khanty-Mansiysky Autonomous Okrug - Yugra, Tyumenskaya Oblast, Russian Federation, time when the registration of persons entitled to take part in the Meeting of OJSC "Surgutneftegas" (hereinafter - the Meeting) starts - 08:00 a.m., time when the registration of persons entitled to take part in the Meeting finishes - 11:00 a.m., time when the Meeting starts - 10:00 a.m., time when the vote counting at the Meeting starts - 11:10 a.m., time when the Meeting closes - 12:15 p.m.

Quorum of the general shareholders' meeting of the issuer:
The number of votes held by the persons included in the list of persons entitled to participate in the Meeting (as of 04 June 2017) was:
on Items No. 1, 2, 3, 4, 5, 6, 8, 9, 10 of the agenda: 35,725,994,705 votes;
on Item No. 7 of the agenda: 321,533,952,345 votes.
The number of votes held by the persons who took part in the Meeting was:
on Item No. 1 of the agenda of the Meeting: 25,561,250,786 votes;
on Item No. 2 of the agenda of the Meeting: 25,561,250,786 votes;
on Item No. 3 of the agenda of the Meeting: 25,561,250,786 votes;
on Item No. 4 of the agenda of the Meeting: 25,561,250,786 votes;
on Item No. 5 of the agenda of the Meeting: 25,561,250,786 votes;
on Item No. 6 of the agenda of the Meeting: 25,516,207,146 votes;
on Item No. 7 of the agenda of the Meeting: 229,907,525,714 votes;
on Item No. 8 of the agenda of the Meeting: 25,416,112,786 votes;
on Item No. 9 of the agenda of the Meeting: 25,561,250,786 votes;
on Item No. 10 of the agenda of the Meeting: 25,388,064,286 votes;
In accordance with the Federal Law of the Russian Federation "On Joint Stock Companies" the Meeting had the quorum on all items of the Meeting's agenda.

Agenda of the general shareholders' meeting of the issuer:
1) Approval of the annual report of OJSC "Surgutneftegas" for 2016.
2) Approval of the annual accounting (financial) statements of OJSC "Surgutneftegas" for 2016.
3) Approval of the distribution of profit (including payment (declaration) of dividends) and loss of OJSC "Surgutneftegas" for 2016, approval of the size, form and procedure for dividend payment on shares of each category, setting the date as of which the persons entitled to dividends are determined.
4) Amendments to the Regulations on the Auditing Committee of OJSC "Surgutneftegas".
5) Payment of remuneration to the members of the Board of Directors of OJSC "Surgutneftegas".
6) Payment of remuneration to the members of the Auditing Committee of OJSC "Surgutneftegas".
7) Election of the members to the Board of Directors of OJSC "Surgutneftegas".
8) Election of the members to the Auditing Committee of OJSC "Surgutneftegas".
9) Approval of the Auditor of OJSC "Surgutneftegas".
10) Authorization of an interested party transaction.

Results of voting on items of the agenda of the issuer's general shareholders' meeting on which the meeting had a quorum:
Results of voting by ballots on Item No. 1:
- Votes "For" 25,437,274,488
- Votes "Against" 32,936,876
- Votes "Abstained" 84,343,133
Results of voting by ballots on Item No. 2:
- Votes "For" 25,552,463,627
- Votes "Against" 222,275
- Votes "Abstained" 1,912,740
Results of voting by ballots on Item No. 3:
- Votes "For" 25,553,242,159
- Votes "Against" 475,363
- Votes "Abstained" 885,325
Results of voting by ballots on Item No. 4:
- Votes "For" 25,551,622,088
- Votes "Against" 1,020,581
- Votes "Abstained" 1,424,540
Results of voting by ballots on Item No. 5:
- Votes "For" 25,044,732,416
- Votes "Against" 422,723,743
- Votes "Abstained" 85,745,828
Results of voting by ballots on Item No. 6:
- Votes "For" 25,345,342,591
- Votes "Against" 80,089,178
- Votes "Abstained" 83,909,138

Results of cumulative voting by ballots on Item No. 7:
- Votes "For" 228,053,686,484
The votes were cast for the candidates to the members of the Board of Directors as follows:

No. Last, first, middle name of a candidate Number of votes cast for each nominee
1. Agaryov Alexander Valentinovich 10,633,548,645
2. Bogdanov Vladimir Leonidovich 36,677,961,961
3. Bulanov Alexander Nikolaevich 25,805,018,061
4. Dinichenko Ivan Kalistratovich 23,412,730,302
5. Erokhin Vladimir Petrovich 26,178,876,794
6. Krivosheev Viktor Mikhailovich 19,385,404,070
7. Matveev Nikolai Ivanovich 19,846,432,107
8. Raritsky Vladimir Ivanovich 19,577,782,213
9. Usmanov Ildus Shagalievich 19,580,714,545
10. Shashkov Vladimir Aleksandrovich 26,955,217,786
 


- Votes "Against" 1,687,646,176
- Votes "Abstained" 3,860,657

Results of voting by ballots on Item No. 8 (excluding votes held by the members of the Board of Directors):
8.1. for the candidate: Klinovskaya Taisiya Petrovna
- Votes "For" 25,077,479,538
- Votes "Against" 329,984,919
- Votes "Abstained" 1,708,585
8.2. for the candidate: Musikhina Valentina Viktorovna
- Votes "For" 25,075,433,540
- Votes "Against" 329,998,637
- Votes "Abstained" 1,727,285
8.3. for the candidate: Oleynik Tamara Fedorovna
- Votes "For" 25,084,524,485
- Votes "Against" 323,212,467
- Votes "Abstained" 1,544,610
Results of voting by ballots on Item No. 9:
- Votes "For" 25,328,824,148
- Votes "Against" 208,270,978
- Votes "Abstained" 16,934,485
Results of voting by ballots on Item No. 10:
- Votes "For" 25,378,553,692
- Votes "Against" 396,316
- Votes "Abstained" 1,978,078

Resolutions adopted by the issuer's general shareholders' meeting are worded as follows:
On Item No. 1 the Meeting resolved
"To approve the annual report of OJSC "Surgutneftegas" for 2016."
On Item No. 2 the Meeting resolved
"To approve the annual accounting (financial) statements of OJSC "Surgutneftegas" for 2016."
On Item No. 3 the Meeting resolved
"To approve the distribution of profit (loss) of OJSC "Surgutneftegas" for 2016. To declare dividend payment: RUB 0.6 per preference share of OJSC "Surgutneftegas"; RUB 0.6 per ordinary share of OJSC "Surgutneftegas" with total amount of dividends of RUB 26,056,795,764 from accumulated undistributed profit; dividends shall be paid in accordance with the procedure recommended by the Board of Directors. To set 19 July 2017 as the date as of 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 Auditing Committee of OJSC "Surgutneftegas":
To present Clause 4.7 of the Regulations in the following wording:
"4.7. Under the resolution of the general shareholders' meeting, each member of the Auditing Committee during the period when he/she performs his/her duties shall be paid remuneration in the amount of RUB 700,000. The Board of Directors has the right to recommend to the general shareholders' meeting to reduce the amount of remuneration paid to individual members of the Auditing Committee.
The amounts of remuneration determined by the Regulations include taxes payable by a member of the Auditing Committee in accordance with the current legislation of the Russian Federation. The payment of remuneration specified in this clause of the Regulations shall be made not later than 30 calendar days from the date of the general shareholders' meeting which passed the resolution to pay remuneration to the members of the Auditing Committee.
The Company reimburses the expenses of the members of the Auditing Committee provided that they are duly documented and incurred in performance of their duties."

On Item No. 5 the Meeting resolved
"To pay to each member of the Board of Directors of OJSC "Surgutneftegas" who does not act as Chairman of the Board of Directors or Director General of the Company and is not an employee of the Company basic remuneration for the period when he/she acted as a member of the Board of Directors in the amount determined by the Regulations on the Board of Directors of OJSC "Surgutneftegas". To pay to the member of the Board of Directors who acted as Chairman of the Audit Committee of the Board of Directors additional remuneration in the amount determined by the Regulations on the Board of Directors of OJSC "Surgutneftegas".

On Item No. 6 the Meeting resolved
"To pay to each member of the Auditing Committee of OJSC "Surgutneftegas" remuneration in the amount determined by the Regulations on the Auditing Committee of OJSC "Surgutneftegas".

On Item No. 7 the Meeting resolved
"To elect the following persons to the Board of Directors of OJSC "Surgutneftegas":
1. Bogdanov Vladimir Leonidovich,
2. Bulanov Alexander Nikolaevich,
3. Dinichenko Ivan Kalistratovich,
4. Erokhin Vladimir Petrovich,
5. Krivosheev Viktor Mikhailovich,
6. Matveev Nikolai Ivanovich,
7. Raritsky Vladimir Ivanovich,
8. Usmanov Ildus Shagalievich,
9. Shashkov Vladimir Aleksandrovich."

On Item No. 8 the Meeting resolved
"To elect the following persons to the Auditing Committee of OJSC "Surgutneftegas":
1. Klinovskaya Taisiya Petrovna,
2. Musikhina Valentina Viktorovna,
3. Oleynik Tamara Fedorovna."

On Item No. 9 the Meeting resolved
"To approve Limited Liability Company "Rosexpertiza" as the Auditor of OJSC "Surgutneftegas" for 2017."

On Item No. 10 the Meeting resolved
"To authorize the interested party transaction of OJSC "Surgutneftegas" (contract on OJSC "Surgutneftegas" management liability insurance) on the following essential conditions:
1. Parties to the contract (hereinafter - the Contract): Open Joint Stock Company "Surgutneftegas" (hereinafter - the Policy Holder) and Limited Liability Company "Insurance Company "Surgutneftegas" (hereinafter - the Insurer).
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 the Board of Directors of the Company, Director General of the Company, First Deputy Director General of the Company, Deputy Director General of the Company, Chief Accountant of the Company, Head of the Company's business unit, Head of the Company's Legal Division, Head of the Company's Financial Division as well as other manager of the Company who makes decisions having legal consequences or a person who acted as such before 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, the territory of foreign states.
7. Object of insurance:
7.1. Property interests of the Insured Person related to: (a) his/her duty to compensate, at the request of third parties made to the Director (Manager) for losses caused by administrative functions performed by the Director (Manager) in the Company; (b) unforeseen expenses in connection with a claim raised against the Insured Person or in connection with the start of the investigation in relation to the Company's business operations or activities of the Insured Person as the Director (Manager).
7.2. Property interests of the Company related to: (a) its duty to compensate, at the request of third parties, for losses caused by administrative functions performed by the Director (Manager) of the Company; (b) unforeseen expenses in connection with a claim raised against the Insured Person or in connection with the start of the investigation in relation to the Company's business operations or activities of the Insured Person as the Director (Manager).
7.3. Property interests of the Company related to: (a) its duty to compensate for losses of other persons upon the claims for securities associated with an incorrect action of the Company; (b) unforeseen expenses in connection with a claim for securities.
8. Insured risk under the Contract: (a) the duty of the Insured Person to compensate third parties for losses caused by an incorrect action of the Company's Director (Manager); (b) unforeseen expenses incurred by the Insured Person; (c) expenses incurred by the Company to pay compensation to the Directors (Managers) or to pay for them for losses caused by an incorrect action of the Company's Director (Manager) or unforeseen expenses; (d) the duty of the Company to compensate other persons for losses caused by an incorrect action in relation to securities; (e) unforeseen expenses incurred by the Company because of an incorrect action in relation to securities.
9. Insured Event: an insured event is recognized as an occurred event stipulated in Clause 8 of the present resolution which is covered by insurance and in relation to which the Insurer recognized the liability to make insurance payment".

Identifying attributes of the shares the owners of which have the right to participate in the issuer's general shareholders' meeting
Class, category (type) of the securities: ordinary registered non-documentary shares.
Issues state registration numbers, state registration date and international securities identification number (ISIN): ordinary shares: 1-01-00155-А dated 24 June 2003, RU0008926258.

[1] This Statement is a disclosure of insider information



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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: RAG
TIDM: SGGD
Sequence No.: 4358

 
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