3rd Oct 2016 07:46
OJSC Surgutneftegas / Miscellaneous - High PriorityOJSC Surgutneftegas: Information statement on certain resolutions passed bythe Board of Directors of OJSC 'Surgutneftegas' 03-Oct-2016 / 08:46 CET/CESTDissemination of a Regulatory Announcement, transmitted by EquityStory.RS,LLC - a company of EQS Group AG.The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- Information statement on certain resolutionspassed by the Issuer's Board of Directors The Board of Directors held a meeting on 30 September, 2016.According to the Charter the number of the members of the Board ofDirectors is 9 persons.Nine members of the Board of Directors took part in the voting. Thismeeting is competent to pass resolutions. Content of the resolutions passed by the Issuer's Board of Directors.On Item No. 1 of the agenda: 'On approval of Regulations on the DividendPolicy ofOJSC 'Surgutneftegas'.The Board of Directors resolved:To approve Regulations on the Dividend Policy of OJSC 'Surgutneftegas'.Votes:FOR - 9 votes;AGAINST - 0 votes;ABSTAINED - 0 votes.The resolution is passed unanimously. On Item No. 2 of the agenda: 'On approval of Regulations on the AuditCommittee of the Board of Directors of OJSC 'Surgutneftegas' in a newwording'.The Board of Directors resolved:To approve Regulations on the Audit Committee of the Board of Directors ofOJSC 'Surgutneftegas' in a new wording.Votes:FOR - 9 votes;AGAINST - 0 votes;ABSTAINED - 0 votes.The resolution is passed unanimously. On Item No. 3 of the agenda: 'On approval of Regulations on Internal AuditService ofOJSC 'Surgutneftegas' in a new wording'.The Board of Directors resolved:To approve Regulations on Internal Audit Service of OJSC 'Surgutneftegas'in a new wording.Votes:FOR - 9 votes;AGAINST - 0 votes;ABSTAINED - 0 votes.The resolution is passed unanimously. On Item No. 4 of the agenda: 'On approval of the appointment of InternalAudit Service Head of OJSC 'Surgutneftegas'.The Board of Directors resolved:To approve the appointment of Arteeva Alexandra Ivanovna, who has beenholding the mentioned position since May 2009, as Internal Audit ServiceHead of OJSC 'Surgutneftegas'.Votes:FOR - 9 votes;AGAINST - 0 votes;ABSTAINED - 0 votes.The resolution is passed unanimously. On Item No. 5 of the agenda: 'On recognizing a member of OJSC'Surgutneftegas' Board of Directors as an independent member'.The Board of Directors resolved:1. To take into consideration information that the member of the Board ofDirectors of the Company (hereinafter - the Board of Directors) DinichenkoIvan Kalistratovich is not a person associated with a significantshareholder of the Company, a significant contractor of the Company, acompetitor of the Company , the state (the Russian Federation, aconstituent territory of the Russian Federation) or municipality;2. To take into consideration information that I.K. Dinichenko is a personassociated with the Company because persons associated with him (daughters)are employed by the Company. At the same time there are no other criteriaof association with the Company in case of I.K.Dinichenko.3. The resolution on recognizing I.K.Dinichenko as an independent member ofthe Board of Directors is based on the following circumstances:3.1. Persons associated with I.K.Dinichenko, mentioned in paragraph 2 ofthis resolution, hold the following positions in business units of theCompany: operator of electronic color separation of Advertising andPublishing Information Center 'Neft Priobya'; geologist I category ofTyumen Branch of Surgut R&D and Project Design Institute 'SurgutNIPIneft'.Executing professional duties by associated persons is not related to theexecution of managing functions in the Company. Total amount ofremuneration and other material benefits received from the Company andorganizations controlled by the Company by I.K.Dinichenko and personsassociated with him for each of the last three years did not exceed a halfof the basic annual remuneration of a member of the Board of Directors ofthe Company. Such association between I.K.Dinichenko and the Company doesnot influence his ability to make objective, independent and fair judgmentsthat is proved by the analysis of his work as a member of the Board ofDirectors of the Company.3.2. Work experience of I.K.Dinichenko as a member of the Board ofDirectors during 2014-2016 confirm that his stand on issues considered bythe Board of Directors during the whole period when he performed his dutiesas a member of the Board of Directors is determined solely by hisknowledge, experience and high professional qualities, and is objective andfair, independent from the influence of an individual executive body of theCompany, certain groups of shareholders of the Company or otherstakeholders.4. Taking into account the circumstances stated in paragraph 3 of thisresolution to recognize the member of the Board of Directors I.K.Dinichenkoas an independent director, despite the fact of his formal association withthe Company.Votes:Bogdanov Vladimir Leonidovich - 'FOR',Bulanov Alexander Nikolaevich - 'FOR',Dinichenko Ivan Kalistratovich - 'FOR',Erokhin Vladimir Petrovich - 'FOR',Krivosheev Viktor Mikhailovich - 'FOR',Matveev Nikolai Ivanovich - 'FOR',Raritsky Vladimir Ivanovich - 'FOR',Usmanov Ildus Shagalievich - 'FOR',Shashkov Vladimir Aleksandrovich - 'FOR'.AGAINST - 0 votes;ABSTAINED - 0 votes.The resolution is passed unanimously. --------------------------------------------------------------------------- The EquityStory.RS, LLC Distribution Services include RegulatoryAnnouncements, Financial/Corporate News and Press Releases.Archive at www.dgap.de/ukreg --------------------------------------------------------------------------- Language: English Company: OJSC Surgutneftegas Grigoriya Kukuyevitskogo, 1, bld.1 628415 Surgut Russia Internet: www.surgutneftegas.ru ISIN: US8688612048 Category Code: MSCH TIDM: SGGD Sequence Number: 3458 Time of Receipt: 03-Oct-2016 / 08:46 CET/CEST End of Announcement EquityStory.RS, LLC News Service --------------------------------------------------------------------------- 508233 03-Oct-2016UK-Regulatory-announcement transmitted by DGAP - a service of EQS Group AG.The issuer is solely responsible for the content of this announcement.
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