Information for Gazprom's shareholders (regarding the presentation of information on personal data updating)
The Federal Law “On Joint-Stock Companies” orders a company, which has more than 50 shareholders owning common stocks, to vest the keeping and storage of a company's shareholder register to a special bookrunner.
The closed joint stock company Specialized Bookrunner – Keeper of the Gas Industry's Shareholder Register (SR-DRAGa) is a specialized bookrunner of Gazprom and a variety of other joint-stock gas industry companies. The bookrunner gathers information, fixes the title to stock and updates, keeps and gives the data constituting a security holder register keeping system, which includes more than 500 issuers.
SR-DRAGa and other nominee holders including the depositary network of Gazprombank (Open Joint-Stock Company), hereinafter referred to as GPB (OJSC), with affiliates in more than 60 regions of the Russian Federation, renders services to Gazprom's shareholders.
Gazprom's shares were issued in the book-entry form. So, an extract from the shareholder register (if services provided by a bookrunner) or an extract from the custody (if services provided by a depositary) is the document confirming the title to shares.
More than 13 years have passed since the initial public offering of Gazprom's shares. However, not all Gazprom's shareholders – individuals who exchanged their privatization cheques for shares – have confirmed until now the title to these stocks. The bookrunner together with a depositary of GPB (OJSC) and regional property funds continue to verify the data referring to these individuals.
In accordance with Paragraph 5, Article 44 of the Federal Law #208-FZ dated December 26, 1995 “On Joint-Stock Companies”, a person fixed in the register must timely inform a register keeper of personal data updating (for individuals: surname, name and patronymic, passport data, address etc.; for legal entities: full and short business name, PSRN, TIN, address, company's head full name etc). It is necessary to address the place where your shares were registered – to the Bookrunner or to a corresponding Depositary – for your data verification. The timely data updating simplifies the execution of operations in the register, participation in general shareholders meetings and receipt of dividends.
In case of failure to submit personal data updates, the Company – Gazprom and the Bookrunner – SR-DRAGa are not responsible for a subsequent loss, including the nonreceipt of dividends in proper time and claims launched by tax administrations.
Gazprom's shareholders, who have not passed their data verification since the cheques auction sales and have no document confirming their title to shares, should address:
SR-DRAGa, Novocheremushkinskaya Str. 71/32, 117420, Moscow, Russian Federation. Telephone: +7 (495) 719-39-29, fax: +7 (495) 719-45-85.
A. V. Karavaev
SR-DRAGa Director General
Equity Capital Structure
| Shareholding controlled by the Russian Federation % | ADR holders % | Other registered entities % | |
|---|---|---|---|
| 2007 | 50,002 | 21,02 | 28,978 |
| 2006 | 50,002 | 13,200 | 36,798 |
| Shareholding controlled by the Russian Federation % | Russian legal entities % | Russian Individuals % | Non-residents % | |
|---|---|---|---|---|
| 2005 | 50,002 | 29,482 | 13,068 | 7,448 |
| 2004 | 38,37 | 36,81 | 13,32 | 11,50 |
| 2003 | 38,37 | 36,1 | 14,03 | 11,50 |
| 2002 | 38,37 | 35,07 | 15,06 | 11,50 |
| 2001 | 38,37 | 34,06 | 16,07 | 11,50 |
| 2000 | 38,37 | 33,64 | 17,68 | 10,31 |
| 1999 | 38,37 | 31,53 | 19,79 | 10,31 |
| 1998 | 38,37 | 36,32 | 20,83 | 4,48 |
| 1997 | 40,87 | 35,30 | 21,85 | 1,98 |
| 1996 | 40,87 | 26,82 | 30,33 | 1,98 |
Dividends
Amount of dividends approved by Gazprom's annual General Shareholders Meeting| Decision date | Dividend amount per one share, RUR |
|---|---|
| 31.05.1995 | 0,02 |
| 31.05.1996 | 0,02 |
| 28.06.1997 | 0,02 |
| 26.06.1998 | 0,03 |
| 30.06.1999 | – |
| 30.06.2000 | 0,10 |
| 29.06.2001 | 0,30 |
| 28.06.2002 | 0,44 |
| 27.06.2003 | 0,40 |
| 25.06.2004 | 0,69 |
| 24.06.2005 | 1,19 |
| 30.06.2006 | 1,50 |
| 29.06.2007 | 2,54 |
| 27.06.2008 | 2,66 |
Streamlining OAO Gazprom intra-corporate governance structure
Over several years Gazprom has been conducting an internal reform aimed at enhancing the Company?s operating efficiency. The main challenges of Stage One reforms are met. Gazprom has improved its governance structure, increased the regulatory procedure mobility and introduced budgeting systems.
Stage Two reforms are targeted at boosting operating efficiency of Gazprom as a vertically integrated company active throughout the entire gas chain including exploration, production, transmission, processing, storage and marketing. A critical task is to optimize the core business management structure at the subsidiary level.
Streamlining the intra-corporate governance structure contemplates concentrating separate core businesses within specialized wholly owned subsidiaries of Gazprom.
The structural changes will result in gas exploration, production, transmission, processing, underground storage, marketing and liquid hydrocarbon businesses being legally unbundled. The move will enable the Company to increase cost transparency in the gas production, transmission and marketing sectors.
On March 29, 2006, the Gazprom Board of Directors approved proposals on the reorganization of the subsidiaries where Gazprom is the only stockholder. The reorganization process will result in the foundation of the Gazprom wholly owned subsidiaries (specialized core business companies): Gazprom-UGS, Gazprompererabotka, Gazprompodzemremont-North, Gazprompodzemremont-South, Gazpromtransgaz-Kuban. In addition, Gazprom will become a 100 per cent stockholder in Gazpromtransgaz.
In accordance with the Board of Directors? resolution, Gazprom launches the main stage of structural changes. The reform implementation scheme contemplates reorganizing 17 subsidiaries and includes two stages:
- setting apart of core businesses and assets – non-core businesses and assets of the existing subsidiaries (donor companies) are unbundled into core business legal entities (buffer companies);
- consolidation of core businesses and assets – the unbundled buffer companies are consolidated by business type through their merger to a relevant specialized core business company.
The above organizational and legal scheme gives the opportunity to ensure clear and prompt managerial decision-making and is in line with existing international practices.
In future, there are plans to create legal entities consolidating other types of services (for example, customer service, fuelling stations etc.).
Streamlining the Gazprom intra-corporate governance structure is a crucial element of the Company?s activity aimed at transforming Gazprom into a global vertically integrated company holding leading positions in the world energy market.
Filing rules for shareholder proposals and requests related to Gazprom general shareholders meeting convocation
In General
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These Filing Rules for the Shareholder Proposals and Requests Related to the Gazprom General Shareholders Meeting Convocation (the “Rules”) are developed with a view to ensuring the rights of OAO Gazprom (the “Company”, “Gazprom”) shareholders to file proposals to the General Shareholders Meeting agenda and to request convocation of an extraordinary General Shareholders Meeting.
The Rules are aimed at securing the openness and transparency of the Company?s activities embracing the preparation for General Shareholders Meetings.
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The Rules are based on the provisions of the Russian law and the Gazprom Charter, as well as on the recommendations of the Russian Code of Corporate Conduct and the Gazprom Corporate Governance (Conduct) Code approved by the resolution of the Gazprom General Shareholders Meeting of June 28, 2002.
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To the extent not regulated by the Russian legislation and Gazprom?s Charter, application of these Rules is voluntary.
The filing of proposals and requests in accordance with the recommendations set out in these Rules will create conditions for ensuring equal treatment of the shareholders, which is one of the main principles of corporate conduct.
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Adherence to the recommendations of these Rules will establish a basis for constructive dialogue between the Company?s shareholders and Board of Directors within the General Shareholders Meeting preparation process.
Right to Submit Proposals and Requests
Shareholders (shareholder) holding in aggregate no less than 2 per cent of the Company voting shares have the following rights:
- to introduce issues to the Annual General Shareholders Meeting agenda and nominate persons for the Company?s Board of Directors and the Company?s Audit Commission;
- to nominate persons for the Company?s Board of Directors at an extraordinary General Shareholders Meeting, in the event a proposed agenda includes the issue of the Board of Directors election;
- to nominate persons for bodies of the companies established due to the Company?s restructuring.
Shareholders (shareholder) holding in aggregate no less than 10 per cent of the Company?s voting shares have the right to request convocation of an extraordinary General Shareholders Meeting of the Company.
Proposals on the introduction of issues to a Gazprom General Shareholders Meeting agenda and on the nomination of candidates for the Company?s bodies (“proposals”), and requests on the convocation of an extraordinary General Shareholders Meeting of the Company (“requests”) are filed and submitted in accordance with the Federal Law “On Joint Stock Companies”, Provision on the Additional Requirements for the General Shareholders Meeting Preparation, Convocation and Procedure Rules approved by the Resolution #17/ps of May 31, 2002 of the Federal Commission for the Securities Market, and other legal acts of the Russian Federation, as well as the Gazprom Charter.
Proposals Timeline
Proposals on the introduction of issues to a Gazprom General Shareholders Meeting agenda and on the nomination of candidates for the Company?s bodies are to be received by the Company no later than 30 days from the end of a financial year.
Proposals to nominate candidates for the Company?s Board of Directors at an extraordinary General Shareholders Meeting are to be received by the Company no later than 30 days prior to the day of the extraordinary General Shareholders Meeting.
Proposals to nominate candidates for bodies of the companies established due to the Company?s reorganization are to be received by the company in question no later than 45 days prior to the day of a General Shareholders Meeting of the company in question.
Prior submission of such proposals shall promote timely resolutions by the Board of Directors, ensuring the shareholders? rights to participate in the Company governance.
Proposals and Requests Content
Shareholders (shareholder) submit proposals and requests in writing, specifying their names as well as the quantity and category (type) of shares they hold.
A proposal on the introduction of issues to a General Shareholders Meeting agenda shall contain the wording of each proposed issue and may contain the wording of resolution on each proposed issue.
The proposed issues shall relate to the competence of the General Shareholders Meeting.
It is advisable that an agenda issue be clearly defined, leaving no room for multiple interpretations; and the agenda issue decision wording be comprehensive, enabling shareholders to declare their position by means of voting.
Proposals to nominate candidates for the Company?s bodies shall include the name and details (series and (or) number, date and place of issuance, issuing body) of identity documents on each suggested candidate and, the name of a body the candidate is proposed to be elected to. The number of candidates shall not exceed the number of members of a respective body.
In the event a candidate is a foreign citizen or apatride, the identity documents details are to be submitted pursuant to the Federal Law “On the Legal Status of Foreign Citizens in the Russian Federation”, international treaties of the Russian Federation and requirements established by the legislation of a respective foreign state with regard to identity documents.
request shall contain matters to be included into an extraordinary General Shareholders Meeting agenda, and may contain worded resolutions on each of these matters as well as a proposal on the Meeting procedure.
In the event such request contains a proposal to nominate candidates for the Company’s bodies, this proposal shall be regulated by Clauses 4.3 and 5.7 of these Rules.
Proposals and Requirements Paperwork
Proposals, requests and attachments thereto shall be drawn up in the Russian language. Documents in foreign languages shall be furnished together with the translation into the Russian language which is to be notarized.
Proposals and requests shall be signed by the shareholders (shareholder) who furnish those, i.e. signatures should be put directly under the body of a proposal or a request.
In the event proposals and requests are drawn up on more than one page and/or on behalf of several shareholders, such proposals and requests are to be fastened and paginated in order to ensure the most explicit expression of the shareholders? will. Furnishing separate pages containing only signatures and enclosed to the text of a proposal or request may not be considered as the expression of the shareholders? will with regard to the whole proposal (request).
In the event a proposal or a request is signed by a shareholder (or a representative) whose rights to the shares are registered with a depositary account, such proposal or request shall enclose a statement of the account with a depositary registering the rights to the above shares.
The depositary account statement should meet the standard set by the depositary.
If a proposal or a request is signed by a shareholder (or a representative) whose rights to the shares are recorded in a shareholders register, the Company shall not require any documents evidencing the rights of the shareholders recorded in the register.
In that case the Company itself shall verify the existence of a specific right in the register, which helps shareholders exercise their rights to participate in the Company governance with no additional complications when asserting such rights.
Should a proposal or a request be signed by a shareholder representative, then a power of attorney (a copy of the power of attorney certified in accordance with the established procedure) shall be attached thereto. It should be drawn up in accordance with the Federal Law “On Joint-Stock Companies” and contain information on the represented person and a representative which is to be included in accordance with the abovementioned Law.
When nominating candidates for the Company?s Board of Directors and Audit Commission, it is advisable that written consent of a nominee be enclosed to the nomination.
Approved by the Board of Directors Resolution
№1037 as of July 11, 2007