The Gazprom Board of Directors addressed issues associated with arranging and holding the Company’s annual General Shareholders Meeting.
At the meeting of the Board of Directors, it was resolved to hold the annual General Shareholders Meeting of Gazprom in the form of absentee voting and to set the deadline for ballot submission as June 26, 2020. The Meeting quorum and the voting results will be determined on the basis of votes represented by voting ballots and declarations of intention received before 06:00 pm (Moscow time) on June 25, 2020. Filled-out ballots can be sent by mail to the following address: Gazprom, 16 Nametkina St., Moscow, GSP-7, 117997, or delivered in person to the following address: 16 Nametkina St., Moscow. There is also an option to fill out electronic ballots at the https://elgol.draga.ru website in the period from June 5, 2020, to 6:00 pm (Moscow Time) on June 25, 2020.
The Board of Directors approved the agenda of Gazprom’s annual General Shareholders Meeting consisting of the following items:
- on the approval of the Company’s Annual Report;
- on the approval of the Company’s Annual Accounting (Financial) Statements;
- on the approval of the distribution of the Company’s profit based on the results of 2019;
- on the amount, period and form of the dividend payout based on the results of 2019, as well as on the date when a list of persons entitled to receive dividends is drawn up;
- on the approval of the Company’s Auditor;
- on the remuneration for the Board of Directors Members, who are not government officials, in the amount established by the Company’s regulatory documents;
- on the remuneration for the Audit Commission Members, who are not government officials, in the amount established by the Company’s regulatory documents;
- on the amendments to Gazprom’s Articles of Association;
- on the amendments to Gazprom’s Regulation on the Board of Directors;
- on the approval of the revised Regulation on the Audit Commission of Gazprom;
- on the election of the Company’s Board of Directors Members;
- on the election of the Company’s Audit Commission Members.
The Board of Directors formed the Shareholders Meeting Presidium made up of the Gazprom Board of Directors Members and approved the Board of Directors Chairman Viktor Zubkov as the Shareholders Meeting Chairman.
The Board of Directors recommended that the Shareholders Meeting approve the distribution of Gazprom’s profit based on the 2019 operating results.
The Board of Directors recommended that the Shareholders Meeting approve the proposal to pay out RUB 15.24 per share in annual dividends based on Gazprom’s operating results in 2019. Thus, it is recommended to allocate RUB 360.784 billion (30 per cent of the 2019 profit attributable to shareholders under International Financial Reporting Standards) for dividend payout.
The Board of Directors proposed that the Shareholders Meeting set July 16, 2020, as the deadline for listing the persons entitled to receive dividends. The recommended deadline to receive dividends for the nominee shareholders and trustees who are stock market professionals recorded in the Register of Shareholders is July 30, 2020; for the rest of the registered shareholders, it is August 20, 2020.
It was resolved to provisionally endorse and submit to the Shareholders Meeting for consideration the Company’s 2019 Annual Report and the 2019 Annual Accounting (Financial) Statements of Gazprom prepared in accordance with the Russian legislation.
The meeting approved the proposals on the amount of the remuneration for the Board of Directors and the Audit Commission Members of Gazprom.
The Board of Directors reviewed the results of the open tender held to select an auditing company responsible for performing the statutory annual audit of Gazprom for 2019 and 2020 and nominated the tender winner, FBK, to be endorsed by the General Shareholders Meeting of Gazprom as the Company’s Auditor.
The Board of Directors approved and submitted to the Shareholders Meeting for consideration the draft amendments to Gazprom’s Articles of Association and to Gazprom’s Regulation on the Board of Directors. The amendments had been made in line with the changes in the Federal Law on Joint Stock Companies.
The Board of Directors also approved and submitted to the Shareholders Meeting for consideration the revised Regulation on the Audit Commission of Gazprom. The main change in the document had been initiated by the Government of the Russian Federation represented by the Federal Agency for State Property Management (Rosimushchestvo): the size of the Company’s Audit Commission was reduced from 9 to 5 persons.
In addition, the Board of Directors endorsed the Report on related-party transactions executed by Gazprom in 2019.
In addition, the Board of Directors adopted decisions on other issues associated with arranging and holding the annual General Shareholders Meeting of Gazprom.
