At a meeting of the Rosneft Board of Directors on March 5, 2012 it was decided that the next annual general shareholders’ meeting (on 2011 results) be held on June 20, 2012 in St. Petersburg.
May 4, 2012 was set as the record date.
The Board of Directors also set the cut-off date until which voting ballots will be accepted, as well as the postal address to which completed ballots are to be sent. The Board also decided on how shareholders will be informed of the upcoming general meeting.
The Board of Directors reviewed suggestions from Rosneft shareholders, namely Rosneftegaz and the Federal State Property Management Agency, of items to be included in the AGM agenda and candidates to the Board of Directors and Internal Audit Committee.
The Board ruled that:
1. The following be included in the meeting agenda:
Approval of the Company’s annual report
Approval of the Company’s annual accounting statements, including profit and loss statements
Approval of the distribution of 2011 Company profits
The size of dividends for 2011 and payment procedure and timeframe
Election of members of the Board of Directors
Election of members of the Internal Audit Committee
Approval of the Company’s auditor
2. The following candidates be put forward for election to the Board of Directors of Rosneft:
Matthias Warnig – Managing Director, Nord Stream AG (nominated as an independent director)
Mikhail Kuzovlev – President and Chairman of the Management Board, Bank of Moscow
Nikolay Laverov – Vice President, Russian Academy of Sciences (nominated as an independent director)
Alexander Nekipelov – Vice President, Russian Academy of Sciences
Hans-Joerg Rudloff – Member of the Board of Directors, Rosneft (nominated as an independent director)
Eduard Khudainatov – President, Rosneft
Sergey Shishin – Senior Vice President, VTB Bank (nominated as an independent director)
Dmitry Shugayev – Deputy CEO, Russian Technologies
Ilya Scherbovich – President, United Capital Partners Advisory
3. Candidates selected together with the Company's shareholders be nominated to Rosneft's Internal Audit Committee.
The Board of Directors will review and approve the final agenda, as well as deciding on other issues in preparation for Rosneft’s annual general shareholders’ meeting (on 2011 results) at a later date.
Consistent with changes to the Russian Tax Code that came into effect on January 1, 2012 the Board of Directors ruled to create a consolidated taxpayer group by means of concluding an agreement with key Rosneft subsidiaries.
Rosneft President Eduard Khudainatov said: “Rosneft's consolidated taxpayer group will be based on 22 production and refining subsidiaries. This will minimize additional tax accounting responsibilities for group members on transfer pricing, while leaving existing business processes and pricing practices largely unchanged.
I would underline that the decision to create a consolidated taxpayer group is particularly significant for regional socio-economic stability as it will redistribute taxes in Rosneft’s production regions, namely the Khanty-Mansiysk and Yamalo-Nenets autonomous districts and the Irkutsk, Krasnodar and Samara regions.”
Furthermore, as part of a drive to optimize the Company’s corporate structure, the Board of Directors approved the list of subsidiaries to be dissolved and the process for doing so.