The Board resolved to convene the annual General Shareholders Meeting of Gazprom at 10:00 am (local time) on June 27, 2014 at the Company’s headquarters in Moscow. Registration of the Meeting participants is to be carried out on June 25 (from 10:00 am to 5:00 pm) and on June 27 (from 9:00 am).
The Board of Directors approved Gazprom’s annual General Shareholders Meeting agenda consisting of the following items:
- approval of the Company’s Annual Report;
- approval of the Company’s annual Accounting Statements, including the financial results;
- approval of the distribution of the Company’s profit based on the results of 2013;
- on the amount, terms and form of the dividend payout based on the results of 2013 as well as on the date when a list of persons entitled to receive dividends is drawn up;
- approval of the Company’s Auditor;
- on the remuneration for the Board of Directors (Supervisory Council) Members – non-government officials in the amount prescribed by the Company’s regulatory documents;
- on the remuneration for the Audit Commission Members;
- on the introduction of amendments into the Gazprom Articles of Association;
- on the introduction of amendments into the Provision on the Gazprom Board of Directors;
- on the ratification of guarantees of Gazprom to South Stream Transport under the obligations of Gazprom Export;
- on the ratification of transactions of corporate interest, to be potentially executed by Gazprom while carrying on its usual business;
- election of the Board of Directors Members;
- election of the Audit Commission Members.
The Board of Directors formed the Shareholders Meeting Presidium to be made up of the Company’s Board Members and approved the Board Chairman Viktor Zubkov as the Shareholders Meeting Chairman.
The Board meeting took the decision to provisionally endorse the Company’s 2013 Annual Report and 2013 Annual Accounting Statements of Gazprom (parent company) prepared in accordance with the Russian law.
The Board recommended that the Shareholders Meeting approve the allocation of Gazprom’s net profit based on the 2013 operating results.
The Board recommended that the Shareholders Meeting approve the proposal to pay out RUB 7.20 per share in annual dividends based on Gazprom’s operating results in 2013 (20.2 per cent increase as compared to the dividend payout based on Gazprom’s operating results in 2012 and approved by the Shareholders Meeting last year). In this way, the dividends will make up 25 per cent of Gazprom’s (parent company) net profit generated in 2013 under RAS and adjusted for the amount of financial investment revaluation and similar business activities of the Company. The Board recommended that the Shareholders Meeting approve the deadline for listing the shareholders entitled to receive dividends – July 17, 2014. The recommended deadline to receive dividends for registered shareholders and their trustees, stock professionals listed in the Register of Shareholders – July 31, 2014; for the rest of registered shareholders – August 21, 2014.
The meeting endorsed the proposals on the amount of the remuneration for the Board of Directors and the Audit Commission Members.
The Board of Directors reviewed the results of the open tender for the selection of an auditing company responsible for performing statutory annual audit of Gazprom and nominated the tender winner – Pricewaterhouse Coopers Audit to be approved by the General Shareholders Meeting of Gazprom as the Company’s Auditor.
The Board of Directors submitted to the Shareholders Meeting the draft amendments into the Gazprom Articles of Association and the Provision on the Company’s Board of Directors. The amendments into the Gazprom Articles of Association are generally driven by the modifications introduced into the Federal Law on Joint Stock Companies, and the Provision was amended following the Articles of Association’s changes approved by the General Shareholders Meeting of Gazprom in 2013.
In addition, the Board of Directors adopted decisions on other issues associated with arranging and holding the annual General Shareholders Meeting of Gazprom, including those related to issuing a guarantee agreement signed by Gazprom and South Stream Transport under the obligations of Gazprom Export, which requires the Meeting approval.
At present, the number of Gazprom’s shareholders exceeds five hundred thousand. Taking this into account, shareholders are advised to exercise the right to take part in the Meeting via their trustees by proxy or via a filled out voting ballot sent to Gazprom.