NOVATEK Joint-Stock Company (the "Company") with its registered address at: Tarko-Sale, Purovsky district, Yamal-Nenets Autonomous Area, Russian Federation, hereby notifies you of its Annual General Meeting of Shareholders (the "Meeting").
Form of the Meeting: a meeting (joint attendance of shareholders to discuss agenda items and pass resolutions on items put to vote) with prior delivery (forwarding) of the voting ballots before the Meeting.
Date of the Meeting: April 23, 2021.
Venue of the Meeting: Ararat Park Hyatt Moscow Hotel, 4 Neglinnaya Street, Moscow.
Time of the Meeting: 11 a.m.
Registration of the Meeting participants starts at: 10 a.m.
List of shareholders entitled to participate in the Meeting to be compiled on: March 31, 2021
Agenda of the Meeting:
- Approval of NOVATEK's 2020 annual report, annual accounting (financial) statements (according to RAS), as well as profit allocation, including dividend payout (declaration), for 2020.
- Election of the NOVATEK Board of Directors members.
- Election of the NOVATEK Revision Commission members.
- Approval of NOVATEK auditor for 2021.
- Remuneration to members of the NOVATEK Board of Directors.
- Remuneration to members of the NOVATEK Revision Commission.
- Consent to enter into related-party transactions that also constitute a major transaction for NOVATEK, the value of which exceeds 50% of the book value of NOVATEK's assets as determined based on its accounting (financial) statements as of the most recent reporting date.
To participate in the Meeting, a shareholder or its representative shall present their passport or another identification document while the shareholder’s representative shall additionally have a power of attorney issued pursuant to the requirements of article 57 of the Federal Law On Joint-Stock Companies.
In accordance with articles 58 and 60 of the Federal Law On Joint-Stock Companies, a shareholder is entitled to:
· vote on the Meeting agenda items by sending the completed ballots to: Joint Stock Company IRC – R.O.S.T., building 5B, 18 Stromynka St., 107076, Moscow.
· participate in voting at a General Meeting of Shareholders of NOVATEK by completing an electronic voting ballot in the shareholders' personal account on the website of the Joint Stock Company “IRC – R.O.S.T.”, which is NOVATEK's registrar, on the Internet information and telecommunication network at: https://lk.rrost.ru. The participation in the meeting in this way is carried out through electronic service known as The Shareholder's Personal Account (the "Service"). The Service is available as a web account on the website of the Registrar at: https://lk.rrost.ru or through the mobile application Shareholder.online for iPhone and Android. The instruction for connecting to the Service is available on the Registrar's website in the Shareholder's Personal Account at: https://www.rrost.ru/ru/shareholder/online-services/personal-cabinet/. Voting in the Service is carried out by completing an electronic ballot - indicating the voting option on the agenda of the Meeting, followed by signing the ballot with a simple electronic signature. Shareholders, having rights to shares accounted for by a nominee holder, will be able to complete the electronic ballot once the nominee holder notifies the Registrar of your right to participate in the Meeting.
Resolutions passed at the Meeting as well as voting results shall be notified to the persons on the list of those eligible for the Meeting, in a voting report to be sent to each person on this list, by registered mail not later than 4 business days after the date of the Meeting. The resolutions passed and the voting report shall also be forwarded to the nominee shareholder in accordance with the securities laws of the Russian Federation for sharing of information and materials with persons exercising their securities rights.
The information (AGM pre-reading materials) will be made available to the shareholders within 20 days before the date of the Meeting daily (excluding Saturdays and Sundays) from 09:00 until 18:00 local time at: 22a Pobedy St., Tarko-Sale, Yamal-Nenets Autonomous Area, Russian Federation, NOVATEK, and 2 Udaltsova St., 5th floor, room 501, Moscow, NOVATEK, as well as on NOVATEK's official website – www.novatek.ru. The information (materials) to be shared with those eligible for the General Meeting of Shareholders, during the preparation to the Annual General Meeting of Shareholders, shall be provided in accordance with the securities laws of the Russian Federation for sharing information and materials with persons exercising their securities rights.
The shareholders may share their opinion and send questions relating to the agenda of the Annual General Meeting of Shareholders to: email@example.com
Categories (types) of shares whose holders are entitled to vote on items of the Meeting agenda: ordinary registered shares of NOVATEK.
If the NOVATEK Annual General Meeting of Shareholders takes a positive decision on conclusion of a major related-party transaction (Agenda item No. 7), those NOVATEK's shareholders who voted against the resolution to approve such a major transaction or did not take part in voting in accordance with articles 75 and 76 of the Federal Law On Joint-Stock Companies, shall have the right to request that all or part of their shares be bought back at a price of One thousand two hundred fifty six (1,256) per one ordinary share, the price determined by the Company's Board of Directors, which corresponds to the market value of one ordinary registered share of NOVATEK, determined by an appraiser Finansy-Otsenka-Konsalting LLC, who is a member of Non-Commercial Partnership 'Self-Regulated Inter-Regional Appraisers Association' (certificate number 0105 dated October 14, 2004), and such price shall not be below the average weighted price determined based on the organized trading for the six months preceding the date of the decision to hold the NOVATEK Annual General Meeting of Shareholders, the agenda of which includes an item on giving consent to approve a major related-party transaction, voting on which may trigger the right to request the buyback of shares by the Company. The list of shareholders entitled to request the buyback of their shares by NOVATEK shall be compiled based on the data contained in the list of those eligible for the NOVATEK Annual General Meeting of Shareholders as of March 31, 2021, and requests made by the shareholders to have their shares bought back by NOVATEK.
The buyback procedure
1. If a shareholder is registered in the Company's shareholder register, the buyback request (the "Buyback Request") shall be sent in writing by one of the following ways:
sent by mail or served against signature at IRC – R.O.S.T. (the "Registrar") or to any of its branch offices. Addresses of the Registrar and its branch offices are available on the Registrar's website at: http://rrost.ru/
submitted as a soft copy through the shareholder's personal account in accordance with the Rules for accessing and using the Shareholder's Personal Account Service by IRC – R.O.S.T., subject to the restrictions imposed by these rules, i.e.:
- the buyback request submitted through the Shareholder's Personal Account shall not be fulfilled, if the total cost of all securities, recorded on the shareholder's individual account is six hundred thousand rubles (RUB 600 000) or higher, or if the number of shares recorded on this individual account is equal to not less than 1% of the total number of issued shares;
- only the details of a person who is the shareholder whose individual account was used to make the buyback request may be indicated for the purposes of the payment (if such details are specified in the buyback request).
If a shareholder is not registered on the Company's Shareholder Register, the right to request buyback shall be exercised by giving relevant directions (instructions) to the person accounting their rights to the shares in the Company.
2. The Buyback Request shall contain the following:
· data identifying the shareholder submitting the Buyback Request:
- for a natural person: family name, name, patronymic / for a legal entity: full company name of the shareholder;
- for a natural person: shareholder's place of residence / for a legal entity: shareholder's address specified in the Unified State Register of Legal Entities;
- for a natural person: shareholder's passport details / for a legal entity: main state registration number (OGRN) of the shareholder incorporated under the law of the Russian Federation / information on the authority that registered the foreign entity, registration number, date and place of registration of the shareholder incorporated under the law of a foreign state;
· quantity, category (type) and state registration number of shares issue for the shares, for which the buyback is requested;
· for a natural person: signature of the shareholder or their authorized representative; for a legal entity: signature of the shareholder's authorized person and the shareholder's official seal (if applicable).
If the Buyback Request is signed by the shareholder's authorized representative on his/her behalf, the request shall be accompanied by a duly executed power of attorney or another document certifying the appropriate authorities of the person who signed the Buyback Request on the shareholder's behalf.
A Buyback Request shall only be admitted if it is signed by the shareholder or the shareholder's duly authorized representative, and accompanied by supporting documents confirming that the person who signed the Buyback Request was authorized to sign it on behalf of the shareholder.
The recommended form of the Buyback Request is published on NOVATEK's website at www.novatek.ru.
3. The Buyback Request shall be submitted no later than 45 days from the date of the decision by the Annual General Meeting of Shareholders to give consent to a major related-party transaction (agenda item No. 7), i.e. no later than June 7, 2021. Buyback requests received by NOVATEK past the above deadline or containing incomplete or inaccurate information shall not be admitted.
4. The shareholder may not dispose of the shares, for which the buyback is requested, including pledges or other encumbrances over the shares, between the day when the Registrar receives a Buyback Request from a shareholder registered in NOVATEK's shareholder register, and the day when the transfer to NOVATEK of rights to the shares that are bought back is recorded in NOVATEK's shareholder register, or the day when the Buyback Request revocation statement is received from the shareholder. This restriction on the account, under which the rights to the shares of the shareholder, who raised the Buyback Request, are accounted, shall be recorded by the Registrar without the shareholder's instruction.
5. The shareholder may not dispose of the shares, for which the buyback is requested, including pledges or other encumbrances over the shares, between the day when the nominee holder is instructed by the shareholder to exercise the right to request the buyback of shares, and the day when the transfer to NOVATEK of the rights to such shares under the nominee holder's account is recorded, or the day the nominee holder becomes aware of the receipt by the Registrar of the shareholder's Buyback Request revocation statement. This restriction on the account, under which the rights to the shares of the shareholder, who raised the Buyback Request, are accounted shall be recorded by the nominee holder without the shareholder's instruction.
6. Any Buyback Request may be revoked no later than 45 days from the date of the decision by the Meeting to approve a major related-party transaction (agenda item No. 7), i.e. no later than June 7, 2021. To revoke a Buyback Request, a shareholder shall follow the same procedure as the one for submitting such a request. The Buyback Request may be revoked only in respect of all the shares put for buyback. The Buyback Request or its revocation shall be deemed submitted to the Company on the date of its receipt by the Registrar from the shareholder registered in NOVATEK's shareholder register or on the date of receipt by NOVATEK's Registrar from the nominee shareholder registered in NOVATEK's shareholder register of a notice containing the declaration of intent of such shareholder.
The recommended form of the Buyback Request Revocation Statement shall be published on NOVATEK's website at www.novatek.ru.
7. The shares will be bought back from the shareholders who submitted the Buyback Request within 30 days after the expiration of a 45-day period from the date of the aforementioned resolution of the Meeting on giving consent to entering into a major related-party transaction.
8. The Company's Board of Directors shall, not later than 50 days from the date of the above-mentioned resolution of the Meeting on giving consent to entering into a major related-party transaction, approve the report on the results of the Buyback Request submission by the Company's shareholders.
9. Payment of funds in connection with the shares buyback by the Company to persons registered in the Company's shareholder register shall be made by transferring them to bank accounts whose details are available with the Registrar. If there is no information about bank account details or if it is impossible to credit the funds to the bank account due to circumstances beyond the control of the Company, the corresponding funds for the repurchased shares shall be transferred to the notary's deposit at the location of the Company.
10. Payment of funds for the repurchased shares to persons not registered in the Company's shareholder register shall be made by transferring them to the bank account of the nominee shareholder registered in the Company's shareholder register.
11. The Company's Registrar shall make entries in the register on the transfer of rights to the shares repurchased by the Company on the basis of a report approved by the Company's Board of Directors on the results of submission of shareholder Buyback Requests and documents confirming the Company's performance of its obligation to pay monetary funds to the shareholders who submitted Buyback Requests, with no instruction by a person registered in the Company's shareholder register.
12. If the rights to shares are recorded by a nominee holder, records of the transfer of rights to the shares being bought back to the Company shall be made by the Registrar on the basis of the order of the nominee shareholder registered in the Company's shareholder register to transfer the shares to the Company and in accordance with the report on the results of submission of Buyback Requests approved by the Company Board of Directors.
13. Pursuant to Clause 5 of Article 76 of the Federal Law on Joint-Stock Companies, the total amount of funds allocated by the Company to buy back shares may not exceed 10% of the Company's net asset value as at the date of the Meeting's resolution to give consent to consummate a major related-party transaction (agenda item No. 7). In the event that the total number of shares which have been claimed for buyback exceeds he number of shares that can be bought back subject to the above limitation, the shares are bought back from shareholders in proportion to the declared requirements.
14. For any matters regarding the buyback of shares, the Company shareholders may contact AO "NRK - R.O.S.T." (The "Registrar") or any of its affiliates on working days. The addresses of the Registrar and the Registrar's branches shall be available on the Registrar's website at: http://rrost.ru/. Contacts: +7(495)780-73-63, +7(495)989-76-50.
Dear shareholders, please note that:
1. In accordance with Paragraph 3 Sub-clause 3 Clause 3 Item 1 of Article 7 of Federal Law No. 115-FZ dated August 7, 2001 On Countering the Legalization of Illegal Earnings (Money Laundering) and Financing of Terrorism, the Registrar shall update information on clients that have personal accounts in the Register of Registered Security Owners, representatives of clients, beneficiaries and beneficial owners at least once in three years, and in case of any doubt as to the reliability and accuracy of previously received information - within seven business days after such doubts arise.
Information shall be updated by providing the Registrar with newly completed questionnaire of registered person with attachments as necessary. If your personal account details (full name, passport details, place of residence, bank account details etc.) have changed, we advise you to ask the entity that takes care of the rights to your shares to update the data before you make the Buyback Request.
If registered persons fail to provide information about changes in the data or if they give incomplete or inaccurate information about changes in such data, a shares buyback request of the shareholder may remain unsatisfied, and NOVATEK and the Registrar shall not be held liable for any losses incurred in connection therewith.
2. All expenses related to the payment of the Registrar's services for making an entry in the NOVATEK's shareholders registry on the transfer of rights to shares to NOVATEK shall be borne by NOVATEK. All other expenses related to the transfer of rights to shares to NOVATEK, including expenses related to payment for the depositary services, if the shareholders' rights to shares are recorded in the depository, as well as expenses related to payment of the Registrar's services for amending the shareholders' personal accounts in the NOVATEK shareholders registry (if the provision of such services for amending the shareholders' personal accounts should be required), shall be at the shareholders' own expense.
3. A Company purchasing shares from individuals who have submitted a Buyback Request shall be recognized as a tax agent for personal income tax (the Tax)in respect of the specified income, unless transactions for the sale of shares to the Company in the interests of a shareholder, who is an individual, are carried out by a broker, trustee acting in the interests of the shareholder, or as well as with the exception of other cases listed in clause 2 of article 226.1 of the Tax Code of the Russian Federation.
When fulfilling the duties of a tax agent for Tax, the Company shall calculate the Tax, withhold it from the income due to the shareholder and pay it to the budget.
The tax base for the Tax (the amount from which the Tax is withheld) is defined as the positive difference between the income from the sale of shares and the actually incurred and documented expenses of the shareholder on transactions related to the acquisition and sale of the alienated shares. These expenses shall be taken into account by the Company when calculating the tax base for the Tax on the basis of a shareholder's application, where it shall be necessary to attach originals or duly certified copies of documents confirming such expenses. In certain cases an individual shareholder may also apply for tax benefits provided for by the Tax Code of the Russian Federation.
The Company shall apply to the indicated tax base the following tax rates:
a) for natural persons qualified as Russian tax residents:
· 13% if the indicated tax base does not exceed RUB 5 mln;
· RUB 650,000 and 15% from the part of tax base that exceeds RUB 5 mln;
b) for natural persons not qualified as Russian tax residents — 30%, unless other rate is set by the applicable international tax agreement.
When defining the amount of Tax, the Company shall use tax benefits and tax exemptions envisaged by the tax laws which shareholder has right to, if shareholder provides the Company with all documents envisaged by the tax laws.
In order to make sure that the amount of Tax is calculated adequately and tax benefits are duly applied, the Company recommends that individual shareholders through Registrar provide the Company with a tax statement, which shall include the country of tax residence, ownership period of shares being transferred, the amount of expenses incurred in connection with the purchase and sale of the shares being transferred, as well as other necessary information (with supporting documents attached). The recommended form of tax statement, comments on its completion, as well as list of documents recommended to be provided to the Company to adequately calculate the amount of Tax will be published on NOVATEK's website at www.novatek.ru.
The Company shall calculate the Tax based on the submitted documents and data. Should shareholder fail to provide all documents confirming the expenses incurred with regard to operations with shares or the right to use tax benefits or tax exemptions, whereby the Company withholds the Tax in excess, then shareholder shall have a right to have the excessive tax be refunded as prescribed by the tax laws.
NOVATEK's Board of Directors