OJSC Surgutneftegas / Result of AGM

01-Jul-2016 / 09:21 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.

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Information 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.
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 16 May 2016) was: on Items No. 1, 2, 3, 4, 5, 7, 8, 9, 10 of the agenda - 35,722,120,116 votes;
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 Joint Stock Companies' the Meeting had the quorum on all items of the Meeting's agenda.

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' for 2015. To declare dividend payment for 2015: RUB 6.92 per preference share of OJSC 'Surgutneftegas', RUB 0.6 per ordinary share of OJSC 'Surgutneftegas'; dividends shall be paid in accordance with the procedure recommended by the Board of Directors. To set 18 July 2016 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 Board of Directors 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 the Company, the members of the Company's Board of Directors who do not act as Chairman of the Board of Directors or Director General of the Company and are not employees of the Company shall be paid remuneration, the amount of which is determined in accordance with the resolution of the Company's general shareholders' meeting, during the period when they perform their duties.
The basic remuneration for each member of the Board of Directors specified in the first paragraph of this clause is RUB 4,000,000 (four million). The members of the Board of Directors who acted as chairmen of the committees of the Board of Directors shall be paid additional remuneration in the amount of RUB 1,000,000 (one million).
The Board of Directors has the right to recommend to the general shareholders' meeting to reduce the amount of remuneration to individual members of the Board of Directors in relation to the basic remuneration, if they participated in less than half meetings of the Board of Directors during the period when they performed their duties. The amounts of remuneration determined by the Regulations include taxes payable by a member of the Board of Directors in accordance with the current Russian legislation. 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 of the Company which passed the resolution to pay remuneration to the members of the Board of Directors.'
2) To present Clauses 6.15 and 6.16 of the Regulations in the following wording:
'6.15. The Corporate Secretary shall perform the functions of the secretary of the Board of Directors.
6.16. The procedure for the appointment of the Corporate Secretary of the Company and exercise of his/her functions is determined by the Regulations on the Corporate Secretary of the Company approved by the Board of Directors.'

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 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 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 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. 7 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. 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 business activity, provided that the above-mentioned transactions comply with the following requirements:
the transaction is aimed at performing the types of activities stipulated by the Company's Charter and the amount of the transaction is within the amount 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' meeting of 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 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 Company's Board of Directors, the Company's Director General, the Company's First Deputy Director General, the Company's Chief Accountant, 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, 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 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 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 the Insured Person or in connection with the start of the investigation in relation to the Company's 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'.

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01-Jul-2016 The EquityStory.RS, LLC Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de/ukreg

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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 Number: 3234 Time of Receipt: 01-Jul-2016 / 09:21 CET/CEST    
   
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