1
ОТКРЫТОЕ АКЦИОНЕРНОЕ ОБЩЕСТВО «ГАЗПРОМ НЕФТЬ»
(JSC GAZPROM NEFT)
MINUTES
OFTHEGENERALSHAREHOLDERSMEETING
24 December2013 No.0101/07
Full corporate name: Joint-Stock Company Gazprom Neft (hereinafter also the “Company”, “JSC Gazprom Neft”).
Location: 5A Galernaya street, Saint-Petersburg, Russian Federation 190000.
Type of the General Shareholders Meeting: extraordinary (hereinafter the “meeting”).
Form of the meeting – physical meeting.
Date of the meeting – 24 December 2013.
Venue – conference hall 1, building 2, 16 Nametkina street, Moscow.
Registration of the persons eligible to participate in the meeting: from 10:00 to 11:00 a.m.
The meeting was opened at 11:00 a.m.
The meeting was closed at 11:35 a.m.
The votes were counted starting from 11:20 a.m.
Date of making the List of Persons Eligible to Participate in the General Meeting: 01 October 2013.
Name of the registrar performing the functions of the Counting Board: Closed Joint-Stock Company Specialized Registrar – Holder of Share Register of Gas Industry (CJSC SR-DRAGa).
Chairman of the meeting – А. V. Dyukov.
Secretary of the meeting – А. V. Dvortsov.
Agenda
- Early termination of the powers of the Directors of JSC Gazprom Neft.
- Election of Directors of JSC Gazprom Neft.
The total number of votes held by the holders of voting shares in the Company eligible to attend the meeting is 4,741,299,639.
The number of votes held by the persons included in the List and eligible to vote on the agenda items is 4,741,299,639.
The number of votes held by the persons attending the meeting and eligible to vote on agenda item 1 was 4,575,099,839, which is 96.49% of the total number of votes held by the persons included in the List and eligible to vote on such agenda item.
The number of votes held by the persons attending the meeting and eligible to vote on agenda item 2 was 59,470,700,513 cumulative votes, which is 96.49% of the total number of votes held by the persons included in the List and eligible to vote on such agenda item
Pursuant to Article 58 of the Federal Law “On Joint-Stock Companies”, the quorum is present; the General Shareholders Meeting of JSC Gazprom Neft is qualified to pass valid resolutions.
Issues discussedandresolutionspassed.
Item 1.
Early termination of the powers of the Board of Directors of JSC Gazprom Neft.
The number of votes held by the persons included in the List of Persons Eligible to Participate in the General Meeting and to vote on this agenda item is4,741,299,639.
The number of votes held by the persons attending the meeting on this agenda item is 4,575,099,973.
The quorum is present (attended by the shareholders holding the total of 96.4946 % of the votes).
Matter put to vote:
“Terminate the powers of the Directors ofJSC Gazprom Neft before the expiration of their term.”
Voted:
“For”– 4,548,919,255 votes, which is99,4278 % of the number of votes held by the shareholders attending the meeting;
“Against”– 25,843,535 votes, which is0.5649 % of the number of votes held by the shareholders attending the meeting;
“Abstained”– 103,840 votes, which is0.0023% of the number of votes held by the shareholders attending the meeting.
The wording of the resolution
passed by the General Shareholders Meeting on agenda item 1:
“Terminate the powers of the Directors of JSC Gazprom Neft before the expiration of their term”
Item 2.
Election of Directors of JSC Gazprom Neft.
The number of cumulative votes held by the persons included in the List of Persons Eligible to Participate in the General Meeting and to vote on this agenda item is61,636,895,307.
The number of votes held by the persons attending the meeting on this agenda item is59,470,702,255.
The quorum is present (attended by the shareholders holding the total of 96.4856 % of the votes).
Heard:
А. V. Dvortsov who presented the information about the persons nominated to the Board of Directors of JSC Gazprom Neft.
Matter put to vote:
Elect to the Board of Directors of JSC Gazprom Neft:
- Vladimir Ivanovich Alisov;
- Marat Marselevich Garaev;
- Valery Alexandrovich Golubev;
- Nikolay Nikolaevich Dubik;
- Alexander Valerievich Dyukov;
- AleksandrVyacheslavovichKalinkin;
- Andrey Vyacheslavovich Kruglov;
- Alexey Borisovich Miller;
- Elena Vladimirovna Mikhailova;
- Alexander Leonidovich Mikheev;
- Kirill Gennadievich Seleznev;
- Valery Pavlovich Serdyukov;
- Mikhail Leonidovich Sereda;
- Sergey Aleksandrovich Fursenko;
- Vsevolod Vladimirovich Cherepanov.
Voted:
Full name of the nominee / Number of votes “For” the nomineeVladimir Ivanovich Alisov / 4,539,319,998 / 7.6329%
Marat Marselevich Garaev / 5,816,394 / 0.0098%
Valery Alexandrovich Golubev / 4,539,307,150 / 7.6328%
Nikolay Nikolaevich Dubik / 4,538,723,383 / 7.6319%
Alexander Valerievich Dyukov / 4,548,364,732 / 7.6481%
AleksandrVyacheslavovichKalinkin / 2,530,678 / 0.0043%
Andrey Vyacheslavovich Kruglov / 4,538,743,168 / 7.6319%
Alexey Borisovich Miller / 4,538,397,902 / 7.6313%
Elena Vladimirovna Mikhailova / 4,539,301,242 / 7.6328%
Alexander Leonidovich Mikheev / 4,539,304,605 / 7.6328%
Kirill Gennadievich Seleznev / 4,538,209,582 / 7.6310%
Valery Pavlovich Serdyukov / 4,539,268,177 / 7.6328%
Mikhail Leonidovich Sereda / 4,538,144,022 / 7.6309%
Sergey Aleksandrovich Fursenko / 4,539,273,952 / 7.6328%
Vsevolod Vladimirovich Cherepanov / 4,538,945,525 / 7.6322%
AGAINST ALL NOMINEES / 318,754,284 / 0.5360%
ABSTAINED IN RELATION TO ALL NOMINEES / 121,617,740 / 0.2045%
The wording of the resolution
passed by the General Shareholders Meeting on agenda item 2:
Elect to the Board of Directors of JSC Gazprom Neft:
Vladimir Ivanovich Alisov
Valery Alexandrovich Golubev
Nikolay Nikolaevich Dubik
Alexander Valerievich Dyukov
Andrey Vyacheslavovich Kruglov
Alexey Borisovich Miller
Elena Vladimirovna Mikhailova
Alexander Leonidovich Mikheev
Kirill Gennadievich Seleznev
Valery Pavlovich Serdyukov
Mikhail Leonidovich Sereda
Sergey Aleksandrovich Fursenko
Vsevolod Vladimirovich Cherepanov.
Theminutesweremadeon24December 2013in two originals.
Chairman of the meeting А. V. Dyukov
Secretary of the meetingА. V. Dvortsov