General meeting of
shareholders

The general meeting of shareholders is the Company’s highest management body and its scope of responsibilities includes the most important corporate matters, such as the approval of annual reports and annual accounting (financial) statements, the distribution of profits, election of the Board of Directors, amendments to the Articles of Incorporation, and the reorganising and increasing of authorised capital.

In 2013, the Company’s shareholders convened one annual General Meeting and held six extraordinary general meetings. The general meeting of shareholders held on 7 June 2013 approved the Company’s 2012 Annual Report and annual accounting statements, distributed profits earned in 2012, approved the 2012 dividend payment of RUB 9.3 per share, reelected the Board of Directors and the Audit Committee, selected the Company’s external auditor for 2013, and approved the Board and Audit Committee’s remuneration payment.

In accordance with the Company’s policy to strengthen its positions in petroleum production and processing and in the output and sale of high-quality petroleum products, and in light of the Company’s recently approved and more ambitious strategy, a decision was taken to increase the number of Board Directors. This is seen as a key measure to improve operational efficiency, particularly with respect to the balance of skills and competencies. In 2013, four extraordinary sessions of the general meeting of shareholders were held, at which the decision was made to modify the Articles of Incorporation, in relation to the increase in the number of Board Directors, and to re-elect the Board of Directors.

On 30 September 2013, for the first time in Gazprom Neft’s history, an extraordinary general meeting of shareholders considered the payment of dividends for H1 2013 and, subsequently, decided to pay RUB 4.09 per share as dividends for the first six months of 2013.

In order to create a stable financial environment for the Company’s subsidiaries, within an integrated production complex and conforming with Russian legislation, the extraordinary general meeting held on 24 October 2013 approved 13 related-party transactions, which OJSC Gazprom Neft is now authorised to enter into as part of its usual business practices.