5.1. Share capital

mln shares

The Company’s authorized capital

10.75 %

Free float

70 %

Of free float (in the for m of GDRs) traded in the foreign markets

The authorized capital of Rosneft as of December 31, 2015 was RUB 105,981,778.17 and was divided into 10,598,177,817 ordinary shares with par value of RUB 0,01 each.

The state registration number of issue of ordinary shares of the Company is 1 02-00122 А.

The date of state registration of issue of ordinary shares of the Company is September 29, 2005.

In accordance with the Charter, the Company has the right to additional placement of 6,332,510,632 ordinary shares with par value of RUB 0.01 each and with total par value of RUB 63,325,106.32 (authorized shares) and offering the same rights as outstanding ordinary shares of Rosneft. A decision on increase of Rosneft charter capital by placement through open subscription of additional authorized shares is taken by the General Meeting of Shareholders. No issues or placement of additional shares of Rosneft were carried out in 2015.

The number of shareholders registered in the shareholder register of Rosneft as of December 31, 2015 (without disclosure of information by nominee shareholders) was 29,283 (including 7 nominee shareholders).

The number of nominee shareholders did not change, year-on-year.

As of December 31, 2015, Rosneft had no preferred shares.

During 2015 Rosneft updated information on shareholders owing more than 1% of share capital on its corparate website on a monthly basis. Rosneft management has no information about any shareholders with equity stakes exceeding 1% (all shareholders of Rosneft with equity stakes exceeding 1% of total issue), other than those listed above.

Rosneft shares are traded on the Russia’s organized stock market Moscow Exchange with listing in the first (and highest) quotation list.

Order № 06-1380/pz-i of the Federal Service for Financial Markets dated June 20, 2006, permits placement and trading of 2,140,000,000 ordinary shares of Rosneft outside the Russian Federation.

In July 2006, Rosneft carried out listing of Global Depositary Receipts (GDRs) on the London Stock Exchange. Issue of GDRs, which certify rights in respect of ordinary shares of Rosneft, in accordance with foreign law, was carried out by J.P. Morgan depositary bank. One Global Depositary Receipt is equivalent to one common share of Rosneft. As of December 31, 2015, GDRs were issued for 793 mln ordinary shares, which is 7.5% of total shares.

The rights of a shareholder (owner of ordinary shares), including voting rights on each voting share of Rosneft, are specified by Article 5.8 of the Company Charter posted on the corporate website (www.rosneft.ru).

Rosneft’s Shareholders with Equity Stakes Exceeding 1%1

Shareholders as of December 31, 2014 as of December 31, 2015
Number of shares Equity stake, % Number of shares Equity stake, %
OJSC ROSNEFTEGAZ (shareholder)2 7,365,816,383 69.50 7,365,816,383 69.50
Non-Bank Credit Organization and Closed Joint-Stock Company National Settlement Depository (nominee Central Depository)3 3,187,680,194 30.08 3,189,547,616 30.10
Other legal entities owing less than 1 % of shares 1,528,138 0.01 1,582,062 0.01
The Russian Federation represented by the Federal Agency for State Property Management 1 less than 0.01 1 less than 0.01
Individuals 43,121,771 0.41 41,199,398 0.39
Account of unidentified entities 31,330 less than 0.01 32,357 less than 0.01
TOTAL 10,598,177,817 100.00 10,598,177,817 100.00