The Gazprom Management Committee addressed the issues associated with preparing and holding the Company's annual General Shareholders Meeting.
The Management Committee approved the proposal to convene the annual General Shareholders Meeting of Gazprom at 10:00am (local time) on June 27, 2014 at the Company's headquarters in Moscow. Registration of the meeting participants is to be carried out on June 25 (from 10:00am to 5:00pm) and on June 27 (from 9:00am).
In addition, the Management Committee approved the proposals on:
the format and wording of the ballots for voting on the Shareholders Meeting agenda issues;
the wording of the Shareholders Meeting notice;
the Shareholders Meeting Presidium composition and its Chairman;
the remuneration of the Board of Directors and the Audit Commission;
a list of information materials to be distributed among Gazprom's shareholders after scrutiny by the Board of Directors. The materials will be sent in due time to shareholders' addresses published in the Meeting notice.
The aforementioned proposals will be submitted to the Board of Directors for consideration.
The Management Committee submitted to the Board of Directors the Gazprom (parent company) 2013 Accounting (Financial) Statements compiled in accordance with the requirements of the Russian legislation, as well as the following draft documents:
the Shareholders Meeting agenda;
Gazprom's 2013 Annual Report;
distribution of Gazprom's net profit based on the 2013 operating results.
The Management Committee approved membership of the Shareholders Meeting Editing Commission.
The Management Committee formulated the proposals for the Board of Directors concerning the dividends payout based on the Company's operating results over 2013. In particular, the proposed amount of dividends reflecting Gazprom's operating results in 2013 makes up RUB 7.20 per share (20.2 per cent increase as compared to the dividends approved by the Shareholders Meeting in 2012). In this way, the dividends will make up 25 per cent of Gazprom's (parent company) net profit generated in 2013 under RAS and adjusted for the amount of financial investment revaluation and similar business activities of the Company. The decision on the dividend payment amount, method and dates as well as the date when a list of persons entitled to receive dividends is drawn up, will be made by the Shareholders Meeting as recommended by the Board of Directors.
The Management Committee approved and submitted to the Board of Directors for consideration draft amendments into the Gazprom Charter as well as the Regulation on the Board of Directors. The amendments into the Gazprom Charter are generally driven by the modifications introduced into the Federal Law on Joint Stock Companies, and the Regulation on the Board of Directors was amended following the Charter's changes approved by the General Shareholders Meeting of Gazprom in 2013.
The Management Committee resolved to propose to the Board of Directors to nominate PricewaterhouseCoopers Audit for approval by the Shareholders Meeting as the Company's auditor. PricewaterhouseCoopers Audit is the winner of the open bidding procedure among auditing companies for performing statutory annual audit of Gazprom.
At present, the Company's Register of Shareholders includes several hundred thousand Russian and non-Russian residents. Therefore, shareholders are advised to exercise the right to take part in the Meeting via their trustees by proxy or via a filled out voting ballot sent to Gazprom.