On April 28, 2009 the regular meeting of Rosneft’s Board of Directors reviewed a number of issues related to the Annual General Shareholders’ Meeting, scheduled for June 19, 2009.
The Board issued a preliminary approval of the Company 2008 Annual Report and recommended to the General Shareholders’ Meeting to approve an annual dividend for 2008 of RUB 1.92 per share, an increase of 20% compared to 2007. Total dividend accrued, should the shareholders make a decision as recommended by the Board, will amount to RUB 20.3 bln or 14.4% of non-consolidated net income of OJSC Rosneft under the Russian accounting standards, and will be paid out before December 31, 2009.
The Board of Directors also approved the Agenda of the Annual General Shareholders’ Meeting that included the approval of the Annual Report, accounting statements, distribution of net income and form of dividend payment based on 2008 results, election of members of the Board of Directors and Internal Audit Commission, approval of the Company auditor, approval of the revised versions of Rosneft’s Charter and Regulations on management bodies and approval of related party transactions.
The following candidates were included into the voting ballots for the election of the Board:
- Vladimir Bogdanov – General Director of Surgutneftegaz Oil Company;
- Sergey Bogdanchikov – President of Rosneft Oil Company;
- Andrey Kostin – President and Chairman of the Management Board of VTB Bank;
- Alexander Nekipelov – Vice-President of the Russian Academy of Science;
- Yury Petrov – Head of the Federal Agency for State Property Management;
- Andrey Reus – General Director of OPK Oboronprom;
- Hans-Joerg Rudloff – Chairman of the Management Board of Barclays Capital;
- Igor Sechin – Deputy Prime Minister of the Russian Federation;
- Nikolai Tokarev – President of Transneft.
The list of candidates for election to the Internal Audit Commission includes 5 nominees. The Board of Directors recommended the approval of LLC Rosekspertiza as the Auditor of Rosneft annual accounting statements under the Russian accounting standards for 2009.
Besides, the Board of Directors recommended to the General Shareholders' meeting that it makes a decision on approval of a major transaction composed of a number of related contracts, which the Company enters into as part of the implementation of the Memorandum on cooperation in the oil industry signed by Russia and China on October 28, 2008.
The first part of the transaction is a 20-year contract for supplying oil to China. Under the contract, deliveries of 9 mln tonnes of crude oil per year will commence in January 2011. Crude oil will be delivered to the China National Petroleum Corporation (CNPC) or its affiliate. The price of the supply will be based on market quotes for Russian crude oil at the Kozmino marine terminal or Primorsk marine terminal (if volumes of Russian crude shipped via Kozmino are not sufficient to generate a market quote). Under the Russian-Chinese memorandum, oil shipments to China will total 15 mln tonnes per year. Additional 6 mln tonnes per year will be supplied by Transneft on similar terms. On April 10, 2009 Transneft and Rosneft signed an Agreement for selling 6 mln tonnes of oil to Transneft annually, on the terms similar to the shipments to CNPC. This Agreement is also submitted to the Annual General Shareholders' Meeting for approval as a related party transaction and will come in force after relevant corporate approvals.
The second part of the transaction is a 20-year USD 15 bln loan from China Development Bank. The interest is linked to LIBOR, and the margin is floating, changing in reverse to the rate of LIBOR. The loan has a 5-year grace period when only interest payments are to be made. USD 10 bln will be available to Rosneft in 2009, with the remaining USD 5 bln to be made available in 2010. The value, cost and duration of the loan are unprecedented not only for Russian corporate borrowers but also for the global capital markets in general.
In accordance with the Russian legislation, if a Joint Stock Company makes a transaction involving property with a total value of over 50% of the balance sheet value of its assets, and an approval for which requires a majority vote by three-quarters of the Company’s shareholders at the General Shareholders' Meeting, those shareholders, who vote against such a transaction or do not participate in the voting on this issue, shall be entitled to claim that the Company buys back all or a part of their shares. For this purpose, an independent appraiser hired by Rosneft – CJSC Professional Evaluation Center (PEC) – estimated the market value of 1 ordinary share of Rosneft at RUB 157. The valuation procedure was carried out in total compliance with the requirements of the Russian law. The international firm Deloitte, which was asked by Rosneft’s Board of Directors to review the valuation, confirmed to OJSC Rosneft that valuation methods used by the PEC are in compliance with relevant international standards. The Board of Directors approved the buyback price of Rosneft shares of RUB 157 per one ordinary share, which equals the value determined by independent appraisal.
The Annual General Shareholders' Meeting will be held on June 19, 2009 at 11:00 am, in the Central Complex of Exhibitions (Expocenter) at: Moscow, Krasnopresnenskaya ebm. 14, building 18, Pavilion 7.