Shareholder Relations, Key Events in 2019
The Company has established a multi-level system to protect the rights of its shareholders.
Shareholder Rights Guaranteed by Law and the Listing Rules
Pursuant to the laws of the Russian Federation, the Company’s shareholders have the right to:
- vote at the General Shareholders Meeting on one-share-one-vote basis;
- propose items for the agenda of the General Shareholders Meeting and nominate candidates to the Board of Directors (if a shareholder owns at least 2% of voting shares);
- exercise pre-emptive right to buy shares in any future issue and issue-grade securities convertible into shares;
- receive dividends declared by the Company, in proportion to the number of shares held;
- review information and materials provided in preparation for the General Shareholders Meeting;
- obtain information on the Company’s operations upon request and as established by Russian law;
- freely dispose of Rosneft’s shares;
- exercise other rights granted under Russian law.
Additional Rights Guaranteed by the Company’s Charter and Internal Regulations
The Company offers equal and fair opportunities for its shareholders to exercise their legal rights, e.g. by securing additional rights and procedures in the Charter and internal regulations, including the right to:
- receive part of the Company’s profit as dividend;
- receive necessary information on the Company on a timely and regular basis;
- participate in managing the Company’s affairs.
Independent and Professional Board of Directors
The composition of the Board of Directors and the number of Board members reflect the Company’s shareholding structure. Electing Board members by cumulative voting guarantees the rights and legitimate interests of shareholders.
The Board of Directors consists of four independent directors of internationally recognised business standing.
Official Channels of Communication with Shareholders
The Company has established efficient means of communication with its shareholders.
The Company has several communication channels in place to facilitate the exercise of corporate rights and promote efficient shareholder relations, including:
- 24 hour hotline for Rosneft shareholders (a multichannel phone line to receive and handle calls): 8 800 500 1100 (toll-free within Russia); +7 495 987 3060;
- mailing address for letters: 26/1 Sofiyskaya Embankment, Moscow, 117997, Russian Federation
- E-mail for requests: email@example.com;
- fax: +7 499 517 8653;
- shareholder account on the Company’s website.
Shareholder’s Personal Account
In 2019, the Company launched Shareholder's Personal Account – a convenient and safe online information service for shareholders, which provides real-time access to information and facilitates the exercise of rights granted by securities. The new service can be used to:
- participate in the General Shareholders Meeting via online registration, vote on items on the agenda, read materials for the Meeting and submit questions to speakers;
- gain access to one's personal account in the register of Rosneft shareholders For shareholders of record. to obtain information on the number of shares held, personal data, and bank details for the payment of dividends;
- monitor dividend payoutsFor shareholders of record. and promptly claim any unpaid dividends;
- submit questions and obtain advice.
To gain access to their personal accounts, shareholders shall request login and password from the Moscow Head Office or regional branches of the Company’s registrar, LLC Reestr-RN.
For clients of nominee shareholders, access to shareholder accounts is granted by the registrar upon the disclosure of information thereon by relevant nominee shareholders.
The rules governing the procedure of registering a personal account can be found on the website of LLC Reestr-RN or on the Company’s website.
Any questions concerning access to personal accounts shall be addressed to:
- LLC Reestr-RN call centre at: +7 (495) 411–79–11 (email: firstname.lastname@example.org).
- hotline for Rosneft shareholders at: 8 800 500 11 00(toll-free within Russian) and
+7 495 987 3060(email: email@example.com).
In 2019, the Corporate Governance Department acting as the Corporate Secretary Office handled 5,257 applications, including:
- 4,065 phone calls;
- 480 letters;
- 87 e-mails;
- 625 requests claiming unpaid dividends for prior periods.
Shareholders can log into their personal accounts at: https://lka.rosneft.ru/auth/?authLg=en
Answers to frequently asked questions can be found on the Company’s website.
Protecting Shareholders’ Title to Shares
The Company practices reliable and safe methods of recording title to its shares and has engaged a professional registrar to maintain its Shareholder Register.
The registrar is LLC Reestr-RN acting under a perpetual licence to register security holders.
LLC Reestr-RN has been operating in the registrar services market for 18 years and ranks among the top ten Russian registrars. The company keeps registers for more than 2 thousand issuers, with an inventory of 545 thousand personal accounts to record the rights of their shareholders. Shareholder service offices and transfer agent offices of LLC Reestr-RN operate in the regions where the majority of Company shareholders reside and include the Head Office, 13 branches, 44 transfer agent offices at regional branches of LLC Reestr-RN’s partner registrars, 5 transfer agent offices at Rosneft’s partner banks, and a contact and service centre for Rosneft shareholders.
The Company, together with LLC Reestr-RN, regularly notifies its shareholders of the need to update their personal data recorded in the Shareholders Register of Rosneft.