NOVATEK’s Board of Directors Approve Agenda for AGM
Moscow, 29 March 2021. The Board of Directors of PAO NOVATEK (“NOVATEK” and/or the “Company”) approved the following agenda for the Company’s Annual General Meeting of Shareholders (“AGM”) convened for 23 April 2021:
- To approve the Company’s Russian statutory accounts and annual report for the year ended 31 December 2020, and the allocation of profit, including approval of the final dividend payable to shareholders based on 2020 results;
- Election of members of the Board of Directors of PAO NOVATEK;
- Election of members of the Revision Commission of PAO NOVATEK;
- To appoint the Company’s auditor for 2021;
- To approve the remuneration to members of NOVATEK’s Board of Directors;
- To approve the remuneration to members of NOVATEK’s Revision Commission; and
- 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 last accounts date.
Item 7 of the agenda includes approval of a number of transactions and agreements related to external financing of the Arctic LNG 2 project. These transactions and agreements together represent a major transaction and a related party transaction. As stipulated by Articles 75 and 76 of the Federal Law on Joint Stock Companies, NOVATEK shareholders who voted against consent to enter into the transactions and agreements or did not take part in the voting on this agenda item, have the right to request full or partial buyback by the Company of their holdings of NOVATEK shares.
The Board of Directors defined the buyback price at RR 1,256 per share based on the market value determined in the report of an independent appraiser, and not lower than the weighted average share price on the Moscow Exchange for a six-month period preceding the date of the decision to convene the AGM. According to Russian legislation, shareholders will have the right to request a buyback not later than 45 days from the transaction approval by the AGM.
Shareholders at the close of business on the 31 March 2021 will be entitled to participate in the Company’s AGM. The list of shareholders who have the right to request a buyback is also compiled based on the list of shareholders entitled to participate in the AGM as of the 31 March 2021.
PAO NOVATEK is the largest independent natural gas producer in Russia, and in 2017, entered the global LNG market by successfully launching the Yamal LNG project. Founded in 1994, the Company is engaged in the exploration, production, processing and marketing of natural gas and liquid hydrocarbons. Upstream activities of the Company’s subsidiaries and joint ventures are concentrated mainly in the prolific Yamal-Nenets Autonomous Region, which is the world’s largest natural gas producing area and accounts for approximately 80% of Russia’s natural gas production and approximately 15% of the world’s gas production. NOVATEK is a public joint stock company established under the laws of the Russian Federation.