Yesterday, the Board of Directors of JSOC Bashneft has set the date for the Annual General Meeting of Shareholders of the Company (AGM) for June 10, 2014 in Ufa. In addition, the Board approved the agenda for the meeting. The record date for shareholders eligible to participate in the AGM is May 6, 2014.
The Board of Directors recommends that the Meeting should allocate part of JSOC Bashneft’s net income for 2013 amounting to RUB 37.48 billion for dividend payments for the 2013 fiscal year (in addition to dividends for the nine months of 2013 totalling RUB 45.25 billion that have already been paid).
The Board of Directors also recommends that the Meeting should set the record date in accordance with the decision to pay (declare) dividends at June 23, 2014. If the Meeting of Shareholders gives its approval, dividend payments will be made in the first half of July 2014.
The Board of Directors also approved the report on the results of cancelling 8,885,866 preferred shares of Bashneft bought back from shareholders as part of reorganization of the Company through consolidation of CJSC Bashneft-Investwith Bashneft. Under the resolution of the Meeting of Shareholders of Bashneft adopted on February 3, 2014, these securities are to be cancelled; as a result, the number of preferred shares of JSOC Bashneft with a par value of one rouble each will decrease to 29,788,012 shares.
As has been announced earlier, as part of reorganization of the Company through consolidation of CJSC Bashneft-Investwith Bashneft, the Company also bought back 2,724,173 ordinary shares of JSOC Bashneft from shareholders; as a result, these securities have become treasury shares. Under Russian legislation, no dividends are paid on treasury shares.
As per the resolution of the General Meeting of Shareholders of Bashneft adopted on February 3, 2014, 20.2% of Bashneft’s ordinary shares (16.8% of its authorized share capital) owned by CJSC Bashneft-Invest to be consolidated with the Company will also be cancelled. Thus, as the said preferred and ordinary shares will be cancelled, following the reorganization, JSOC Bashneft’s authorized share capital will be reduced to RUB 180,358,674 (150,570,662 ordinary shares and 29,788,012 preferred shares with a par value of one rouble each).
As the reorganization of Bashneft through consolidation of CJSC Bashneft-Invest with the Company is currently underway, the amount of dividends payable per share cannot be calculated at present. The Board of Directors is expected to consider this issue on May 14, 2014 along with other issues related to the Annual General Meeting of Shareholders of Bashneft to be held on June 10, 2014.
AGENDA OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF JSOC BASHNEFT TO BE HELD ON JUNE 10, 2014
- Approval of the procedure for holding the Annual General Meeting of Shareholders of JSOC Bashneft for 2013.
- Approval of the annual report, the annual financial statements, including the profit and loss statement (profit and loss accounts) of JSOC Bashneft for 2013.
- Distribution of profit (including dividend payment (declaration), except for profit distributed as dividends for the nine months of the 2013 fiscal year) and losses of JSOC Bashneft for the 2013 fiscal year.
- Approval of the number of members of JSOC Bashneft’s Board of Directors.
- Election of members to the Board of Directors of JSOC Bashneft.
- Election of members to the Audit Commission of JSOC Bashneft.
- Approval of the auditor of JSOC Bashneft for conducting the audit for 2014 in accordance with Russian Accounting Standards.
- Approval of the auditor of JSOC Bashneft for conducting the audit for 2014 in accordance with International Financial Reporting Standards.
- Approval of a new version of the Charter of JSOC Bashneft.
- Approval of a new version of the Regulations on the General Meeting of Shareholders of JSOC Bashneft.a