Interaction with investors and equity capital

Basic information about shares and ADRs of OJSC Gazprom Neft as of 31 December 2013

Ordinary registered shares

State Registration Number 1-01-00146-А dated 17 October 1995

Par value per share of the issued

0.0016 RUB

Quantity of securities in the issue (units)

4,741,299,639

Total par value of issued shares

7,586,079.4224 RUB

ISIN CODE

SIBN

Composition of shareholders and authorised capital structure

According to the OJSC Gazprom Neft articles of Incorporation, the Company’s authorised capital consists of 4,741,299,639 common shares. As of the end of 2013, OJSC Gazprom Neft had no preferred shares.

The major shareholder of OJSC Gazprom Neft stock is OJSC Gazprom. It holds, directly and indirectly, 95.68% of the Company’s total common shares.

The remainder of common shares (4.32%) is distributed between minority shareholders – individuals and corporations.

As of December 31, 2012, 8,988 business accounts were registered in the shareholder register, including: 15 corporations, 8,969 individuals, one beneficial owner and four nominees.

List of registered persons/entities recorded with a shareholding of at least 1% of the authorised capital

Persons/entities listed in the shareholder register

As of 31 December 2013

As of 31 December 2012

Share of authorised capital, %

Number of shares, units

Share of authorised capital, %

Number of shares, units

OJSC Gazprom

66.9837%

3,175,898,234

66.9837%

3,175,898,234

Gazprom Finance B.V

5.6791%

269,261,275

5.6791%

269,261,275

LLC Deutsche Bank (Nominee)

20.0002%

948,271,442

20.0124%

948,848,442

CJSC ING Bank (Eurasia) (Nominee)

2.8075%

133,112,553

CJSC NCO National Clearing Depository (Nominee)

7.0477%

334,154,265

4.1538%

196,942,733

Moscow Interbank Currency ExchangeMICEX

2013

2012

2011

2010

2009

Price per share, RUB (closing price)

146.77

142.52

148.18

128.27

163.64

52-week average price, RUB

135.39

148.68

132.63

133.64

110.59

52-week max price, RUB

149.22

162.1

155.99

170.97

176.32

52-week min price, RUB

112.20

126.1

106.33

111.11

61.08

Daily average trade volume, USD million

1.007

1.492

2.755

3.581

4.273

Market capitalisation, RUB billion

695.881

675.7300246

702.5657805

608.167

775.866

Total outstanding ordinary shares, units

4,741,299,639

4,741,299,639

4,741,299,639

4,741,299,639

4,741,299,639

MICEX-RTS system code/ ISIN code

SIBN / RU0009062467

Par value of ordinary shares (RUB)

0.0016

Authorised capital (RUB)

7,586,079.4224

Free-floated shares (free float), %

4.32

American depositary receipt issued on shares of JSC Gazprom Neft. 1 ADR equals five ordinary shares of JSC Gazprom Neft.ADRs

2013

2012

2011

2010

2009

Price, USD (closing price)

22.60

27.40

27.40

27.40

27.40

52-week average price, USD

21.32

17.74

17.74

17.74

17.74

52-week max price, USD

24.66

29.69

29.69

29.69

29.69

52-week min price, USD

16.90

9.20

9.20

9.20

9.20

Daily average trade volume, million ADRs

1.973

3.294

3.003

2.160

1.585

Market capitalisation, USD billion

21.262

22.248

21.821

19.955

24.065

Total outstanding ADRs, units

23,709,554

23,530,268

18,669,113

16,536,755

16,879,785

OTCQx system code – LSE IOB / ISIN code

GZPFY – GAZ / RU0009062467

CUSIP

36829G107

Coefficient

1 ADR: 5 ordinary shares

Effective since

April 20, 1999

SEDOL

5109407

ISIN

RU0009062467

Depositary bank

BNY Mellon

Volume of ADR issued (units)

23,709,554

Percent of free-floated ADR (free float), %

58

Trading of shares

Shares of OJSC Gazprom Neft are traded in Russia on the main trading floors of the integrated OJSC Moscow Exchange (MICEX). In foreign markets, the Company’s shares are traded as American Depositary Receipts (ADRs), mainly on OTC markets through the LSE IOB system in the UK, the OTCQx system in the USA, and also in Germany.

In 2013, the value of OJSC Gazprom Neft shares traded across all MICEX trading floors amounted to RUB 12 billion (USD 367 million). As of the end of 2013, ADRs issued against OJSC Gazprom Neft shares accounted for 0.3% of the total trade value of ADRs of foreign companies traded on the London Stock Exchange in the IOB system, or USD 752 million.

As of the end of 2013, there was a small increase in the price of the Company’s shares. According to the final trading results of the MICEX on 31 December 2013, the price of OJSC Gazprom Neft shares stood at RUB 146.77 per ordinary share (+3.0% compared with the beginning of the year). OJSC Gazprom Neft’s market capitalisation as of 31 December 2013, was USD 21.262 billion.

Based on generally recognised market value indicators, OJSC Gazprom Neft remained undervalued by the market in 2013, in comparison with both international oil companies and with Russian competitors. In many respects, this is due to the limited liquidity of the Company’s shares. According to investment analysts, the Company’s considerable potential in hydrocarbon production growth, its high proportion of refining, extended sales in premium segments, and aggressive development of new production projects, along with a high operating efficiency are factors which create considerable competitive advantage and a substantial opportunity to grow shareholder value in the long term.

Trading volume and price of OJSC Gazprom Neft shares on the MICEX stock exchange 2013

Source: Bloomberg

Source: Bloomberg

Source: Bloomberg

OJSC Gazprom Neft share performance on MICEX, RTS, LSE and OTCQx, 2013

Dividend history

The dividend policy is a vital element of corporate governance and a key indicator of the Company’s respect for its shareholders’ rights.

The annual general meeting of shareholders held on 7 June 2013, adopted a decision (AGMS Minutes No. 0101/03 of 10 June 2013) to pay RUB 44.1 billion as dividends for 2012, or 23.94% of the 2012 net profit calculated under IFRS; this was 27.4% higher than the dividends paid for 2011, making it one of the highest dividend payments in the sector.

2013 was the first year when the Board of Directors approved the payment of an interim dividend. The extraordinary general meeting of shareholders held on 30 September 2013 decided to pay RUB 4.09 per share as interim dividends after the first half of 2013.

The decision to pay interim dividends demonstrates the Company’s readiness to adhere to high corporate governance standards.

The main principles of OJSC Gazprom Neft’s dividend policy:

Ensuring maximum transparency concerning the amount of dividend to be distributed and its payment

The Dividend Policy Regulations set the minimum annual dividend payable on shares at 15% of the Company’s net profit calculated under International Financial Reporting Standards (IFRS)

Complying with Russian Federation law, the Company’s Articles of Incorporation and internal documents

The right to receive dividends is granted to each shareholder listed in the shareholder register as of the date of drawing up the list of shareholders entitled to participate in the shareholder meeting at which it is resolved to pay dividends. The date of registration for depositary receipt holders is set on an individual basis by the depositary bank (the Bank of New York Mellon)

Commitment to high corporate governance standards.

The Company has formalised the principle of ensuring progressive dividend payments linked to growth in net profit. The approved Regulations of the Dividend Policy of OJSC Gazprom Neft are published on the Company’s official website, together with a history of the Company’s dividend payments

Period

2008

2009

2010

2011

2012

1H2013

Dividends paid per share, RUB

5.40

3.57

4.44

7.30

9.30

4.09

Total amount of dividends paid on shares of this category, RUB

25.603.018.051

16.926.439.711

21.051.370.397

34.611.487.365

44.094.086.644

19.391.915.524

Percent of US GAAP net profit and IFRS (from statements for 2013), %

21%

20%

22%

22%

24%

The issuer’s management body responsible for the payment of dividends

Annual General Meeting of Shareholders

Annual General Meeting of Shareholders

Annual General Meeting of Shareholders

Annual General Meeting of Shareholders

Annual General Meeting of Shareholders

Extraordinary General Meeting of Shareholders

The date of the meeting of the issuer’s management body, at which it was resolved to pay dividends, the date and number of the minutes

22 June 2009 Minutes No. 47 of 3 July 2009

29 June 2010 Minutes No. 0101/01 of 1 July 2010

9 June 2011 Minutes No. 0101/01 of 14 June 2011

8 June 2012 Minutes No. 0101/02 of 14 June 2012

7 June 2013 Minutes No. 0101/03 of 10 June 2013

30 September 2013 Minutes No. 0101/04 of 3 October 2013

The date by which declared dividends are to be paid

Before 31 May 2010

Before 31 May 2011

Before 9 August 2011

Before 8 August 2012

Before 5 August 2013

Before 29 November 2013

Method and other terms of payment of declared dividends

In cash

In cash

In cash

In cash

In cash

In cash

Unpaid to accrued dividend ratio, % Dividends are not paid to shareholders who failed to provide details for transferring dividends according to Paragraph 5, Article 44 of RF Federal Law No. 208 dated 12/26/1995 “On Joint-Stock Companies”. The dividends accrued on the shares of unidentified persons are paid as shareholder rights until such securities are established.

0.014%

0.02%

0.06%

0.02%

0.05%

0.07%

Participation in the depositary receipt programme

During 2013 there were on-going programmes of American and global depositary receipts against the Company’s shares, which were traded on the OTC market in in several outside countries including the U.S., U.K., and Germany. One ADR is equivalent to five common shares of OJSC Gazprom Neft. The depositary bank under the depositary receipt programmes for OJSC Gazprom Neft is the Bank of New York Mellon.

As of the end of 2013, the total quantity of ADRs issued against common shares was equivalent to 119 million shares (2.5% of the Company’s authorised capital).

The volume of trade in Gazprom Neft’s ADRs was USD 806 million in 2013, of which USD 752 million occurred on the IOB London Stock Exchange, USD 18 million on OTCQx and USD 36 million on other European platforms (mainly, in Germany).

OJSC Gazprom Neft ADR performance versus Russian FTSE IOB and Urals oil prices

Engagement with shareholders and investors

The Company places great emphasis on proactive engagement with existing and potential shareholders. The level of information disclosed to Gazprom Neft’s shareholders and investors has significantly increased recently, as confirmed by a series of investor relations studies conducted by independent agencies as well as the Company’s awards for achievements in this area.

The Company regularly organises investor conference calls in which the management team participates. In addition, Gazprom Neft publishes the management’s analysis of financial position and operating results on a quarterly basis as an attachment to OJSC Gazprom Neft financial statements, prepared in accordance with US GAAP and IFRS standards.

For a detailed analysis of the Company’s performance, a Databook and Datafeed are also published.

In order to improve the level of understanding of the Company’s business, Gazprom Neft holds regular meetings with investors and shareholders, and participates in all large conferences for investment and broker organisations. In 2013, the Company held about 250 meetings with investors; the investor relations team took part in 21 conferences for financial and broker organisations, and convened two tours for investors (non-deal roadshows).

Each year, the Company organises an Investor Day, which is attended by the top management of OJSC Gazprom Neft. During this event analysts and investors from investment companies may ask questions and receive answers directly from the Company’s management.

Gazprom Neft also regularly organises roadshows at its industrial and production sites to give investors and analysts an insight into the Company’s operations. In 2013, Gazprom Neft’s shareholders were given the opportunity to see the oil production processes at the Krasnoleninskoye field (production from the Bazhenovskaya suite) in the Khanty-Mansi Autonomous District, and oil refining at the Moscow oil refinery.

In 2013, the Company was honored with several investor relations awards.

OJSC Gazprom Neft’s corporate website was shortlisted in the Best Corporate Website categotory, for International Companies.

The Company won several prizes at the annual event held by IR Magazine Russia & CIS Awards – the only specialist international magazine to award prizes to the best global IR teams in the last year. In 2013, Alexei Yankevich, OJSC Gazprom Neft’s Deputy CEO for Economics and Finance, came second in the Best CFO category.

The Company won the 4th Saint Petersburg corporate websites and annual reports competition, in the “Best IR Section of Corporate Site” category.

In 2013, Gazprom Neft’s Annual Report won several awards.

At the 12th Annual International Investment Forum in Sochi, OJSC Gazprom Neft’s Annual Report was the Overall Winner in the tenth Competition of Joint Stock Companies’ Annual Reports.

According to the results of the Annual Federal Contest for Annual Reports and Websites, organised by the Securities Market Journal and Investor.ru social network (and assisted by the Russian Central Bank’s Financial Markets Service), Gazprom Neft’s Annual Report ranked second in the main category “Best Comprehensive Corporate Presentation” (ranked fourth in 2012), and first in the Fuel and Energy Sector; the Company also won awards for “Best Annual Report” in the category “Best Annual Report in the Fuel and Energy Sector”, and “Best Annual Report of Securities Issuers in the North-West Federal District”.

In the traditional Annual Reports competition hosted by the Moscow Exchange, the Company won “Best Report on Corporate Social Responsibility and Sustainable Development”, and also came second in the “Best Interactive Annual Report” category.

The Company took part in several prestigious international annual reports contests for the first time.

Gazprom Neft’s Annual Report won gold at the ARC Awards (Academy Awards of Annual Reports). The ARC Awards contest is the most widely known international contest that assesses the quality of annual reports, and is regarded as the Oscar for annual corporate reports. The contest has a number of categories, with individual sections of the report evaluated as well as the entire annual report. Gazprom Neft’s Report won the “Non-English Reports” category for the “Oil and Gas Sector”.

Gazprom Neft’s Annual Report was also the gold medal winner in an annual report contest hosted by the LAСP (League of American Communications Professionals LLC) in the “Energy-Petroleum/Gas/Fuel” sector.

The LACP Vision Awards is globally known as a quality indicator of financial reports. In 2013, the contest received over 6,000 applications from both large and small capitalisation companies from 12 countries worldwide. The panel, formed of international communications experts, used several criteria to evaluate the reports: general impression, design, language, creative approach to presentation, clarity of message, and credibility. Gazprom Neft’s Annual Report scored 98 points out of 100 to take top prize.