Information statement[i] on holding the general shareholders’ meeting of the issuer and on resolutions adopted by the general shareholders’ meeting of the issuer

 

Type of the general shareholders’ meeting of the issuer: annual.

 

Form of the general shareholders’ meeting of the issuer: absentee voting.

 

Date of the general shareholders’ meeting of the issuer: 30 June 2022.

 

Venue of the general shareholders’ meeting of the issuer: Russian Federation, Tyumenskaya Oblast, Khanty-Mansiysky Autonomous Okrug – Yugra, Surgut, ul.Grigoriya Kukuyevitskogo, 1, building 1.

 

Time of the general shareholders’ meeting of the issuer: -

 

Quorum of the general shareholders’ meeting of the issuer:

The number of votes held by the persons included in the list of the persons entitled to participate in the annual general shareholders’ meeting of “Surgutneftegas” PJSC (hereinafter – the Meeting) (as of 05.06.2022) was:

on Items No. 1, 2, 3, 4, 5, 7, 8 of the agenda of the Meeting – 35,725,994,705 votes;

on Item No. 6 of the agenda of the Meeting – 321,533,952,345 votes.

The number of votes held by the persons who participated in the Meeting was:

on Item No. 1 of the agenda of the Meeting 19,438,091,642 votes;

on Item No. 2 of the agenda of the Meeting 19,438,091,642 votes;

on Item No. 3 of the agenda of the Meeting 19,438,091,642 votes;

on Item No. 4 of the agenda of the Meeting 19,438,091,642 votes;

on Item No. 5 of the agenda of the Meeting 19,438,091,642 votes;

on Item No. 6 of the agenda of the Meeting 174,942,824,778 votes;

on Item No. 7 of the agenda of the Meeting 19,305,852,642  votes;

on Item No. 8 of the agenda of the Meeting 19,438,091,642  votes.

 

In accordance with the Federal Law of the Russian Federation “On Joint Stock Companies” the Meeting had the quorum on all items of the agenda of the Meeting.

 

Agenda of the general shareholders’ meeting of the issuer:

1) Approval of the annual report of “Surgutneftegas” PJSC for 2021.

2) Approval of the annual accounting (financial) statements of “Surgutneftegas” PJSC for 2021.

3) Approval of the distribution of profit (including payment (declaration) of dividends) and loss of “Surgutneftegas” PJSC for 2021, approval of the size, form and procedure of dividend payment on shares of each category, setting the date as of which the persons entitled to dividends are determined.

4) Payment of remuneration to the members of the Board of Directors of “Surgutneftegas” PJSC.

5) Payment of remuneration to the members of the Auditing Committee of “Surgutneftegas” PJSC.

6) Election of the members to the Board of Directors of “Surgutneftegas” PJSC.

7) Election of the members to the Auditing Committee of “Surgutneftegas” PJSC.

8) Approval of the Auditor of “Surgutneftegas” PJSC.

 

Results of voting on items of the agenda of the general shareholders’ meeting of the issuer on which the meeting had a quorum:

Results of voting by ballot papers on Item No. 1:

- Votes “For” 19,430,068,980

- Votes “Against”               34,125

- Votes “Abstained” 6,561,544

 

Results of voting by ballot papers on Item No. 2:

- Votes “For” 19,429,974,939

- Votes “Against”               34,125

- Votes “Abstained”        6,581,450

 

Results of voting by ballot papers on Item No. 3:

- Votes “For” 19,436,308,736

- Votes “Against”               39,000

- Votes “Abstained”   101,495

 

Results of voting by ballot papers on Item No. 4:

- Votes “For” 19,075,472,945

- Votes “Against”             159,600

- Votes “Abstained”    345,164,107

 

Results of voting by ballot papers on Item No. 5:

- Votes “For” 19,075,649,098

- Votes “Against”      281,972,182

- Votes “Abstained”      79,028,314

 

Information on voting by ballot papers on Items No. 6, 7 and 8 shall not be disclosed in accordance with Decree of the Government of the Russian Federation No.351 dated 12.03.2022.

 

Resolutions adopted by the general shareholders’ meeting of the issuer are worded as follows:

On Item No. 1 the Meeting resolved:

“To approve the annual report of “Surgutneftegas” PJSC for 2021.”

On Item No. 2 the Meeting resolved:

“To approve the annual accounting (financial) statements of “Surgutneftegas” PJSC for 2021.”

On Item No. 3 the Meeting resolved:

“To approve the distribution of profit and loss of “Surgutneftegas” PJSC for 2021. To declare dividend payment: RUB 4.73 per preference share of “Surgutneftegas” PJSC, RUB 0.80 per ordinary share of “Surgutneftegas” PJSC. Payment of dividends to natural persons being the recipients of the dividends shall be made by JSC “Surgutinvestneft”, the registrar of “Surgutneftegas” PJSC; payment of dividends to legal persons being the recipients of the dividends – by “Surgutneftegas” PJSC. To set 20 July 2022 as the date as of which the persons entitled to dividends are determined.”

On Item No. 4 the Meeting resolved:

“To pay to each member of the Board of Directors of “Surgutneftegas” PJSC who does not act as Chairperson of the Board of Directors or Director General of the Company and is not an employee of the Company basic remuneration for the period when he/she acted as the member of the Board of Directors in the amount determined by the Regulations on the Board of Directors of “Surgutneftegas” PJSC. To pay to the member of the Board of Directors who acted as Chairperson of the Audit Committee of the Board of Directors additional remuneration in the amount determined by the Regulations on the Board of Directors of “Surgutneftegas” PJSC.”

On Item No. 5 the Meeting resolved:

“To pay to each member of the Auditing Committee of “Surgutneftegas” PJSC remuneration in the amount determined by the Regulations on the Auditing Committee of “Surgutneftegas” PJSC.”

Information on resolutions adopted on Items No. 6, 7 and 8 shall not be disclosed in accordance with Decree of the Government of the Russian Federation No. 351 dated 12.03.2022.

 

Date and number of the minutes of the general shareholders’ meeting of the issuer: 01 July 2022, No. 33.

 

Identifying attributes of the shares the holders of which are entitled to participate in the general shareholders’ meeting of the issuer

Class, category (type) of the securities: ordinary registered non-documentary shares.

Issues state registration numbers of the securities and their state registration date: ordinary shares: 1 01 00155-А dated 24 June 2003.

 

Website used by the issuer to disclose information:

http://www.surgutneftegas.ru/investors/;

http://www.e-disclosure.ru/portal/company.aspx?id=312

 

[i] This Statement is a disclosure of insider information.