22.04.2013
Re AGM Agenda
THE BOARD OF DIRECTORS OF OAO 果冻影院 APPROVES AGENDA OF OAO 果冻影院 ANNUAL GENERAL MEETING
On 22 April 2013 the Board of Directors of OAO 鈥湽秤霸衡 resolved to hold the Annual General Shareholders Meeting of OAO 鈥湽秤霸衡. The Annual General Shareholders Meeting will be held at 11:00 a.m. on 27 June 2013 at the Company鈥檚 headquarters at the following location: 11, Sretensky bulvar, Moscow. Registration of participants will start at 9:30 a.m.
The record date for the list of shareholders entitled to participate in the Annual General Shareholders Meeting will be 13 May 2013.
The shareholders should send completed voting ballots to the following address: OAO NIKoil Registrar, 8 ulitsa Ivana Franko, Moscow, 121108, Russian Federation. The deadline for receipt of ballots is 24 June 2013.
The Board of Directors approved the following agenda for the Annual General Shareholders Meeting of OAO 鈥湽秤霸衡.
1. Approval of the 2012 Annual Report of OAO 鈥湽秤霸衡 and the annual financial statements, including income statements (profit and loss accounts) of the Company, and also distribution of profits (including through the payment (declaration) of dividends) and losses based on the results of the financial year. Determination of the size, date, form and procedure of payment of dividends.
2. Election of the members of the Board of Directors of OAO 鈥湽秤霸衡.
3. Election of the members of the Audit Commission of OAO 鈥湽秤霸衡.
4. On the remuneration and reimbursement of expenses to members of the Board of Directors of OAO 鈥湽秤霸衡.
5. On the remuneration of members of the Audit Commission of OAO 鈥湽秤霸衡.
6. Approval of the Auditor of OAO 鈥湽秤霸衡.
7. Approval of Amendments and addenda to the Charter of OAO 鈥湽秤霸衡.
8. On the approval of an interested-party transaction.
The Board of Directors has approved the list of materials to be provided to shareholders while preparing for the Annual General Shareholders Meeting.
The Board of Directors recommended that the Annual General Shareholders Meeting of OAO 鈥湽秤霸衡. take the following resolutions:
- To approve the annual financial statements, including income statements (profit and loss accounts) of the Company, and also the distribution of profits for the 2012 financial year as follows:
The net profit of OAO 鈥湽秤霸衡* based on the results of the 2012 financial year was 217,807,128 thousand roubles (the net consolidated profit based on the consolidated financial statements of 2012 prepared in accordance with the US GAAP was USD 11,004 million).
* Profits reflect unconsolidated profits of OAO 果冻影院 in accordance with the Russian Accounting Standards.
To distribute the net profit in the amount of 42,528,162,750 roubles based on the results of the 2012 financial year (excluding the net profit distributed as interim dividends of 34,022,530,200 roubles for the corresponding reporting period of 2012) for the payment of dividends.
The rest of the net profit shall be left undistributed.
To pay dividends for the 2012 financial year in the amount of 50 roubles per ordinary share (excluding the interim dividends of 40 roubles per ordinary share paid for the corresponding reporting period of 2012).
Payment of dividends to be made in cash from the account of OAO 鈥湽秤霸衡, with the term of dividend payment not exceeding 60 days from the date when such decision is taken.
The list of persons entitled to receive dividends shall be compiled on the date of preparation of the list of persons entitled to participate in the Annual General Shareholders Meeting of OAO 鈥湽秤霸衡, i.e. 13 May 2013.
- To elect the Board of Directors of OAO 鈥湽秤霸衡, consisting of 11 members, from the list of candidates approved by the Board of Directors of OAO 鈥湽秤霸衡 on 4 February 2013.
- To elect the Audit Commission of OAO 鈥湽秤霸衡 from the list of candidates approved by the Board of Directors of OAO 鈥湽秤霸衡 on 4 February 2013.
- To pay members of the Board of Directors of OAO 鈥湽秤霸衡 remuneration and reimbursement of expenses.
- To pay remuneration to each of the members of the Audit Commission of OAO 鈥湽秤霸衡.
- To approve the independent auditor of OAO 鈥湽秤霸衡 鈥 ZAO KPMG.
- To approve Amendments and addenda to the Charter of OAO 鈥湽秤霸衡.
- To approve an interested-party transaction.
The full text of recommendations of the Board of Directors on the Annual General Shareholders Meeting agenda will be included in the set of documents provided to the shareholders during preparations for the Annual General Shareholders Meeting.