Gazprom-AR2014

130
Corporate Governance
Dividend Policy
In 2010, the Board of Directors approved a new Dividend Policy. Its key change was an
increased cap on dividends paid (up to 35% of net profit). Dividends are calculated based on
OAO Gazprom’s net profit indicated in its RAS annual accounting statements.
The applicable procedure for dividend calculation allows using 17.5%–35% of the Company’s
net profit to pay out dividends, provided the reserve fund is fully established in accordance with
the Articles of Association. Net income underlying dividend calculations may be adjusted
by the amount of revalued financial investments and essentially similar economic facts of
OAO Gazprom’s business.
As at 31 December 2014, the reserve fund was fully established.
OAO Gazprom’s 2013 performance-based dividends paid as at 31 December 2014
Accrued,
RUB thou
Paid,
RUB thou
Outstanding,
RUB thou
Outstanding/
accrued, %
Total 170,449,293 170,016,370 432,923 0.25
including on shares:
held by the Russian Federation
represented by the Federal Agency
for State Property Management
held by individuals and corporate
entities whose rights to shares are
accounted for by the register
held by individuals and corporate
entities whose rights to shares are
accounted for by the depositary
maintaining a nominee holder
account with the issuer’s register**
65,407,152 65,407,152 – –
24,335,928 24,136,184 199,744* 0.82
80,706,128 80,473,034 233,094* 0.29
held by anonymous holders 85 – 85 100
* No dividends were paid to individuals and corporate entities who provided no data for dividend payment transactions in accordance with clause 5 of Article 44
of Federal Law No. 208-FZ On Joint-Stock Companies dated 26 December 1995. Dividends accrued on shares held by anonymous holders are paid as soon as
title to securities is established.
** Based on OAO Gazprom’s 2013 results, OAO Gazprom paid RUB 80,706,128 thousand of dividends to nominee holders on 31 July 2014 as part of measures taken
pursuant to the dividend resolutions of the Annual General Shareholders Meeting. As at 31 December 2014, the nominee holders failed to transfer
RUB 233,094 thousand of dividends in pursuance of their statutory obligation prescribed by the securities laws of the Russian Federation for reasons beyond their
control (paragraph 8 of Article 42 of Federal Law No. 208-FZ dated 26 December 1995).
The decision to keep
the same dividend rate
proves the Company’s
high corporate
governance
standards.
Based on 2014 performance, the Company’s Board of Directors recommends to pay
RUB 170.4bn of dividends (90.2% of OAO Gazprom’s net income in 2014), or RUB 7.2 per share,
at the same rate as 2013 performance-based dividends.
The decision shows the Company’s commitment to a stable shareholder dividend policy and
will enable OAO Gazprom to maintain the leadership position among Russian oil and gas stateowned
companies in terms of total dividends and dividend paid to the Russian budget.
OAO Gazprom Annual Report 2014