1
OPEN JOINT STOCK COMPANYGAZPROM NEFT
(JSC GAZPROM NEFT)
MINUTES OF THE
GENERAL SHAREHOLDERS MEETING
February 22, 2013№ 0101/02
Full corporate name: Joint Stock Company Gazprom Neft (hereinafter – 'the Company' and JSC Gazprom Neft).
Located at: Russian Federation, 190000, St. Petersburg, 5 Galernaya St, letter A;
Type of the General Shareholders Meeting: extraordinary (hereinafter – 'the meeting').
Form of the meeting – conventional meeting;
Date of the meeting – February 22, 2013.
Venue of the meeting – Moscow, 16 Nametkina Str., building No. 2, conference hall No. 1.
Registration started at – 10 hours 00 minutes;
Registration closed at – 11 hours 05 minutes;
Meeting called to order at – 11 hours 00 minutes;
Meeting closed at – 11 hours 30 minutes;
Vote counting started at – 11 hours 15 minutes;
Mailing address to which completed ballots were sent: JSC Gazprom Neft, 3-5, ul. Pochtamtskaya, Saint Petersburg, Russian Federation, 190000.
Meeting Chairperson – A.V. Dyukov;
Meeting Secretary – A.V. Dvortsov.
Agenda
- On early termination of the powers of JSC Gazprom Neft's BOD members.
- On election of the members of JSC Gazprom Neft's BOD.
The total voting power carried by the Company's voting shareholders is equivalent to 4,741,299,639 votes.
The total voting power carried by the persons included in the list of eligible persons entitled to attend JSC Gazprom Neft's general shareholders meeting is equivalent to 4,741,299,639 votes.
The general shareholders meeting is attended by voting shareholders representing 4,328,461,610 votes, which is equivalent to 91.29 % of votes held by the persons entitled to attend the general shareholders' meeting.
For the purposes of article 58 of the Federal Law On Joint Stock Companies the required quorum is in attendance and JSC Gazprom Neft's general meeting is duly convened.
Review and resolve the issues on the agenda.
Issue No. 1
On early termination of the powers of JSC Gazprom Neft's BOD members.
The number of votes carried by the persons included in the list of eligible persons entitled to attend the General Shareholders Meeting on this issue of the agenda is equivalent to 4,741,299,639 votes.
The number of votes held by the persons who voted on the issue of the agenda is 4,328,476,042.
The quorum is in attendance (shareholders representing a total of 91.29 % votes are present).
Issue put to the vote:
To prematurely terminate the powers of JSC Gazprom Neft's BOD members.
Votes cast as follows:
«For» – 4,270,432,136 votes, representing 98.6590% of the votes of the shareholders attending the meeting;
«Against» – 57,701,944 votes, representing 1,3331 % of the votes of the shareholders attending the meeting;
«Abstained» – 102,701 votes, representing 0,0024 % of the votes of the shareholders attending the meeting.
The resolution adopted by
the General Shareholders Meeting on issue 1 of the agenda is as follows:
To prematurely terminate the powers of JSC Gazprom Neft's BOD members.
Issue No. 2
On election of the members of JSC Gazprom Neft's BOD.
The aggregate voting power carried by the persons included in the list of eligible persons entitled to attend the General Shareholders Meeting on the issue of the agenda is equivalent to 56,895,595,668 votes.
The number of votes held by the persons who voted on the issue of the agenda is 51,941,712,504.
The quorum is in attendance (shareholders representing a total of 91.29 % votes are present).
The floor was taken by:
A.V. Dvortsov with the report on candidates to be elected to JSC Gazprom Neft's Board of Directors.
Issue put to the vote:
To elect the following individuals to JSC Gazprom Neft's Board of Directors.
- Vladimir Ivanovich Alisov;
- Marat Marselevich Garaev;
- Valery Alexandrovich Golubev;
- Nikolai Nikolaevich Dubik;
- Alexander Valerievich Dyukov;
- Alexander Vyacheslavovich Kalinkin;
- Andrei Vyacheslavovich Kruglov;
- Alexei Borisovich Miller;
- Yelena Vladimirovna Mikhailova;
- Alexander Leonidovich Mikheev;
- Kirill Gennadievich Seleznev;
- Valery Pavlovich Serdyukov;
- Fursenko Sergey Alexandrovich;
- Vsevolod Vladimirovich Cherepanov.
Votes cast as follows:
Candidate'sName / Number of votes,cast
"FOR"
the candidate
Vladimir Ivanovich Alisov / 4,270,795,205 / 8.2223%
Marat Marselevich Garaev / 3,638,010 / 0.0070%
Valery Alexandrovich Golubev / 4,270,797,368 / 8.2223%
Nikolay Nikolaevich Dubik / 4, 267,663,063 / 8.2163%
Alexander Valerievich Dyukov / 4,270,973,663 / 8.2226%
Alexander Vyacheslavovich Kalinkin / 3,626,154 / 0.0070%
Andrey Vyacheslavovich Kruglov / 4,267,623,814 / 8.2162%
Alexey Borisovich Miller / 4,267,825,524 / 8.2166%
Yelena Vladimirovna Mikhailova / 4,270,856,848 / 8.2224%
Alexander Leonidovich Mikheev / 4,270,794,302 / 8.2223%
Kirill Gennadievich Seleznev / 4,267,671,106 / 8.2163%
Valery Pavlovich Serdyukov / 4,270,763,505 / 8.2222%
Sergey Alexandrovich Fursenko / 4,270,774,640 / 8.2222%
Vsevolod Vladimirovich Cherepanov / 4,270,786,226 / 8.2223%
VOTES AGAINST ALL THE CANDIDATES / 682,277,040 / 1.3135%
VOTES ABSTAINED ON ALL THE CANDIDATES / 1,091,162 / 0.0021%
The resolution adopted by
the General Shareholders Meeting on issue 2 of the agenda is as follows:
To elect the following individuals to JSC Gazprom Neft's Board of Directors.
Vladimir Ivanovich Alisov
Valery Alexandrovich Golubev
Nikolay Nikolaevich Dubik
Alexander Valerievich Dyukov
Andrey Vyacheslavovich Kruglov
Alexey Borisovich Miller
Yelena Vladimirovna Mikhailova
Alexander Leonidovich Mikheev
Kirill Gennadievich Seleznev
Valery Pavlovich Serdyukov
Fursenko Sergey Alexandrovich
Vsevolod Vladimirovich Cherepanov.
The protocol was prepared on February 25, 2013 in two copies.
Meeting ChairpersonA.V. Dyukov
Meeting SecretaryA.V. Dvortsov