5.3. Measures aimed at improving shareholders communication efficiency and their ability to exercise rights taken in 2015

The Company pays special attention to provide
stakeholders with quality information

As compared to the law requirements, the Charter of Rosneft provides a longer period of 60 days for submitting proposals by shareholders to the AGM agenda and nominating candidates to the Board of Directors and Audit Commission.


During the AGM all shareholders are provided with equal opportunity to express their opinion on the items put on the agenda

In 2015, the Company implemented the following measures aimed at exercising the rights of shareholders in full and provided for by the Roadmap, as set out in the Corporate Governance Code and Charter of Rosneft.

Creating the most favorable conditions for shareholders’ participation in the management of the Company:

1. When drawing up the agenda of the Annual General Meeting of Shareholders following the results of 2014, the opinions of shareholders were taken into account, as well as items proposed by shareholders for the consideration by the General Meeting. As compared to the law requirements, the Charter of Rosneft provided a longer period of 60 days for submitting proposals by shareholders to the AGM agenda and nominating candidates to the Board of Directors and Audit Commission.

2. Shareholders are entitled to study the information and materials for the Annual General Meeting 30 days prior to the meeting date. Shareholders may study the materials not only at the Company location, but also at the Registrar of the Company — LLC Reestr-RN, in more than 20 reception and service points for Rosneft shareholders in the Russian regions. The materials were also available to the shareholders at the official Rosneft website www.rosneft.ru / www.rosneft.com, in Russian and English, and at the time of the meeting.

The list of information and materials provided to shareholders on the AGM agenda items was expanded as compared to the list specified by law. In addition to the mandatory materials provided for by law, the shareholders were provided:

  • Information on persons who proposed items to the agenda of the General Meeting or nominated candidates to the management bodies;
  • Position of the Board of Directors on the items of the AGM agenda;
  • The official Rosneft website now contains information on access to the venue of the General Meeting and a model proxy form for the participation of shareholders’ representatives in the General Meeting, including information on the procedure for the certification of proxy.

3. The information about the record date for the persons entitled to attend the General Meeting of Shareholders was disclosed 11 days prior to that date, which significantly exceeds the period recommended by the Corporate Governance Code of Bank of Russia (7 days).

4. The Annual General Shareholders Meeting on the results of 2014 was held on June 17, 2015 in St. Petersburg, one of the largest regions where its shareholders live. For the benefit of shareholders who were unable to attend the General Meeting of Shareholders in person, the General Meeting was broadcast live in the cities of the Company’s operations — Buzuluk, Gubkinsky, Krasnodar, Moscow, Neftekumsk, Nefteyugansk, Nizhnevartovsk, Orenburg, Samara and Usinsk, and Vankor field.

The General Shareholders Meeting1 approved the Company’s Annual Report, Financial Accounts, distribution of the 2014 net income, elected the Board of Directors, the Audit Commission and the Auditor of the Company, decided on the amount, timing and form of payment of dividends for 2014, the payment of remuneration and reimbursement of expenses to members of the Company’s Board of Directors, and approved the related party transactions. As of December 31, 2015, the resolutions passed by the General Meeting had been implemented in full.

5. During the annual General Meeting, the shareholders were provided an equal opportunity to express their views on the agenda items, to ask questions to speakers, members of the Board of Directors, the President, members of the Audit Commission, the Auditor, candidates to the management and supervision bodies, analysts, and consultants, and receive answers at the time of the General Meeting or in writing after the General Meeting in as short a time as possible. The opportunity to ask questions was also provided to shareholders who viewed the broadcast of the General Meeting of Shareholders.

6. The decisions adopted by the Annual General Shareholders Meeting were announced after the vote count, and brought to the attention of the parties concerned by the publication in Rossiyskaya Gazeta and Komsomolskaya Pravda and posting on the official Rosneft website. There were no Extraordinary General Meeting of Shareholders held in 2015.

Rosneft secures right of shareholders to participate in corporate governance


The exercise of the shareholders’ rights to equal and fair participation in the Company’s profits by receiving dividends

The official Rosneft’s website at www.rosneft.ru / www.rosneft.com contains the Company’s Dividend Policy approved on June 05, 2015 by the Board of Directors; it formalized the dividend policy principles used by the Company, the procedure for making decisions on payment (declaration) of dividends, and the procedure for calculation of dividends.

The executive bodies of the Company took all necessary steps to ensure the timely and full payment of dividends declared at the Annual General Shareholders Meeting of Rosneft for 2014.

The official Rosneft website contains a reminder for the shareholders about the need to update any outdated information required for the Company’s dividend payment (bank account details, mailing address, etc.), as well as a note of consequences and risks associated with untimely notification of Rosneft of the change of this information.

Dividends for 2014 were paid by the Company in the prescribed time and amount.

RUB 87.0 bln was allocated to be paid in dividends on Rosneft shares in 2014 (8 rubles and 21 kopecks per one outstanding share). The approved amount of dividend payment was 25 % of the Company’s IFRS net income.

Shareholders who requested payment of dividends declared but not paid by the Company for previous periods due to the absence of relevant payment details and who updated their data in the Shareholder Register and/or with the nominee shareholder, including the heirs of the shareholders, were paid dividends for the prior periods.

During the Annual General Shareholders
Meeting, shareholders have equal opportunity
to express their opinion on agenda items

Providing reliable and efficient registration of rights to shares, free and unhindered disposal of shares

The Shareholder Register is maintained by a professional registrar — LLC Reestr-RN, acting on the basis of a perpetual license for registering security holders. The Company’s registrar has an impeccable reputation and all necessary resources, including the technical means to guarantee the rights of shareholders to register and exercise their rights to shares of the Company.

For all matters related to exercising their rights to the shares, submission of documents required to update personal data and making transactions with their securities, shareholders may contact the service points and the transfer agent points operating in the regions where shareholders of the Company live most. These are the Head office and 12 branches of the Company’s Registrar, 5 transfer agent points based on the Rosneft partner banks, and 3 Company reception and service points for the shareholders.

Answers to frequently asked questions related to the registration of rights to shares, the required document forms, the Registrar’s and service points’ contact details can be found on the official Rosneft website at www.rosneft.ru. The website section «For investors and shareholders» contains a considerable volume of information and documents for shareholders.

The Shareholders received answers to all their questions, including those related to the calculation and payment of dividends, the ownership of shares and the procedure for the registration of rights to them, the right to attend the General Meeting of Shareholders, the procedure for the receipt of information, etc.

Frequently asked questions and answers thereto, as well as information about the Company’s activities are available on the official Rosneft website in the Q&A directory.