Gazprom Dividend Policy
This Dividend Policy has been elaborated in compliance with the applicable Russian laws and regulations, the Code of Corporate Conduct recommended by the Russian Federal Commission for Securities Market, Gazprom Articles of Association as well as by internal documents of Gazprom (hereinafter – the Company).
Approved by Gazprom Board of Directors’ Resolution No.1665 of October 27, 2010
This Dividend Policy defines the principles followed by Gazprom Board of Directors when preparing recommendations submitted to the Company’s General Shareholders Meeting to make a decision on income distribution including but not limited to dividends payout.
When preparing the recommendations Gazprom Board of Directors aim at observing the shareholders’ rights and increasing their profit through both dividends payout and the Company’s capitalization growth.
Terms and Definitions
For the purposes of this Dividend Policy the following terms and definitions are used:
Dividends – a portion of the Company’s net income distributed among shareholders on the decision by the General Shareholders Meeting at the end of the fiscal year;
Capitalization – the market value of the Company’s share capital calculated as the price of the Company’s ordinary shares circulating on the MICEX Stock Exchange multiplied by the price of the Company’s ordinary shares issued;
Reserve fund – a portion of the Company’s property intended to cover losses, redeem bonds and shares in case there are no other options. The reserve fund is shaped in line with the Federal Law on Joint Stock Companies and the Company’s Articles of Association.
Dividend Amount Calculation Principles
The dividend amount shall be calculated on the basis of the net income reflected in the Company’s annual accounting statement made up in compliance with the applicable Russian laws and regulations.
The following principles shall be observed during the dividend amount calculation process:
- alculation of the dividend amount in a transparent way;
- maintenance of balance between short-term (making profit) and long-term (corporate development) shareholder interests;
- orientation towards higher investment attractiveness and market capitalization of the Company.
Dividend Amount Calculation Procedure
The present clause stipulates that the dividend amount shall be calculated so as to ensure 17.5 to 35 per cent of the Company’s net income is paid out as dividends provided that the reserve fund has been fully replenished in line with the Company’s Articles of Association.
The procedure of the dividend amount calculation is as follows:
- a portion of the net income shall be channeled to forming the reserve fund in compliance with the Company’s Articles of Association. Distribution of the net income for the reserve fund shaping shall be terminated when it gains the size specified in the Company’s Articles of Association;
- a portion of the net income in the amount of 10 per cent shall be used to pay out dividends;
- 40 to 75 per cent of the net income shall be retained for the Company’s investment purposes;
- the net income remaining after the allocations provided for in subclauses 4.2.1 through to 4.2.3 shall be divided into equal parts to pay dividends and to form the Company’s reserve for investment purposes.
The net income intended for dividends distribution according to sub-clause 4.2 may be adjusted (reduced) for the amount of financial investments revaluation and similar business activities of Gazprom. It is proposed that the adjusted portion of the income is left at the Company’s disposal. In case the revaluated assets are retired, their value declines or under any other circumstances accompanying similar business activities of Gazprom, the corresponding portions of the income left at the Company’s disposal may be accounted for in the procedure set forth in subclause 4.2 during the dividend amount calculation.
Dividend Payout Decision-Making
A decision to pay out dividends requires that the Company’s Board of Directors submit recommendations on the dividend amount to the General Shareholders Meeting for consideration.
When preparing recommendations, the following provisions of the applicable Russian laws and regulations shall be taken into consideration:
- the dividend amount defined by the General Shareholders Meeting shall not exceed the amount recommended by the Company’s Board of Directors;
- the General Shareholders Meeting is entitled to decide on no dividend payout.
Dividend Payout Form and Deadline
Pursuant to the Company’s Articles of Association dividends shall be paid out in cash.
The Company’s General Shareholders Meeting decide on the payout deadline, however, dividends shall be paid out in the same year when the respective decision is made.
The Company shall publish this Dividend Policy and any amendments hereto on Gazprom’s website at: www.gazprom.com.