Russia's Bashneft shareholders approve reorganization plan

February 4, 2014

The Extraordinary Meeting of Shareholders of Bashneft held on February 3 by absentee voting made a decision on the reorganization of the Company through consolidation of CJSC Bashneft-Invest, which had been created through a spinoff from CJSC Sistema-Invest, with Bashneft, Bashneeft’s press service has said. The Meeting of Shareholders established the procedure and set out the conditions for the consolidation and approved the Consolidation Agreement

In accordance with the Federal Law on Joint-Stock Companies, the Meeting of Shareholders decided to reduce Bashneft’s authorized share capital by cancelling 20.2% of Bashneft’s ordinary shares (16.8% of its authorized share capital) owned by CJSC Bashneft-Invest to be consolidated with the Company.

After this block of securities is cancelled, Bashneft’s authorized share capital will total 189,244,540 roubles (150,570,662 ordinary shares and 38,673,878 preferred shares with a par value of one rouble each). Due to the reduction in the authorized share capital the Meeting of Shareholders approved a new version of Bashneft’s Charter.

Under the legislation of the Russian Federation, shareholders of JSOC Bashneft who abstained or voted against the reorganization at the Extraordinary General Meeting of Shareholders on February 3, 2014 may request a buyback of all or some of the Company’s shares that they own. As has been reported earlier, on December 17, 2013, Bashneft’s Board of Directors set the buyback price for ordinary and preferred shares of JSOC Bashneft based on an independent appraisal made by LLC Stremleniye, the correctness of which was confirmed by Ernst & Young.

Source: Bashneft Press Office, 2014