surgutneftegas - public corporation

The right to receive dividends shall be granted to persons included in the shareholder register of OJSC “Surgutneftegas” (hereinafter referred to as “Issuer”) as of the date of compiling the list of shareholders entitled to participate in general shareholders’ meeting resolving to pay dividends (hereinafter referred to as “List”).

The Issuer and the Registrar shall not be held liable for any loss incurred when the shareholders registered in the Issuer’s shareholder register (including persons represented by nominee holders of the Issuer’s shares as of the date of compiling the List) fail to provide the Issuer or the Registrar with the following before the end of the dividend payout period:
- information on any change in their data including bank details (pursuant to Federal Law No. 208-FZ “On Joint Stock Companies” dated December 26, 1995);
- complete set of duly executed documents allowing to confirm the exemption from profits tax on dividends payable to organizations as well as to receive tax benefit (in accordance with international tax treaties (agreements), tax and levy legislation of the Russian Federation and other tax and levy regulations on tax procedure for dividends payable).

Shareholders entitled to tax benefits for dividends received, or shareholders who do not act as tax payers of organizations’ profits tax, in each case pursuant to the tax and levy legislation of the Russian Federation, or their management companies or nominee holders shall submit to the Issuer (tax agent) or the Registrar prior to the dividend payout date the following documents confirming the applicability of tax benefit or exemption from profits tax on dividends payable to organizations:

I. Trust companies managing accruals for servicemen housing provision:
- copy of management company’s license issued by the Federal Executive Authority for Securities Market to manage investment funds, unit investment trusts and non-governmental pension funds (a copy must be certified by a notary);
- certified copy of trust agreement on accruals for servicemen housing provision executed in accordance with the standard agreement approved by Order No.09-11/pz-n of the Federal Financial Markets Service of Russia dated April 02, 2009;
- original statement of depository account opened by management company at a specialized depository, containing the information on the Issuer’s shares held by the authorized management company with indication of state registration numbers attributed to these shares, type and number of shares; the account statement shall be issued as of the Issuer’s record date;
- original report on accruals invested in provision of housing for servicemen (or extract from Table 2 “Investment portfolio structure of management company” of the report) drawn up as of the Issuer’s record date in accordance with the form approved by Order No.05-85/pz-n of the Federal Financial Markets Service of Russia dated December 20, 2005, and attached to each trust agreement.

Documentation requirements:
1) copies submitted shall be legible and readable, bound and numbered; accuracy of copies shall be certified (except for notarized copies of documents as true ones) by authorized person (including its position, personal signature and printed name) and affixed with a stamp; when copies are verified by a non-principal, it is requested to submit power of attorney confirming its authority to verify copies of these documents;
2) original documents shall include position of the person responsible for transaction, its personal signature and printed name, seal impression of the company that prepared a document;
3) all documents shall contain relevant and accurate information as of dividend payout period;
4) in written documents the management company’s name shall be followed by the mark “TM” (trust management).

II. Trust companies managing pension accruals of non-governmental pension fund:
- copy of management company’s license to manage non-governmental pension funds (a copy must be certified by a notary);
- certified copy of trust agreement on accruals between a non-governmental pension fund and a management company executed in accordance with the standard agreement approved by Order No.10-44/pz-n of the Federal Financial Markets Service of Russia dated July 06, 2010;
- certified copy of service agreement between management company and specialized depository executed in accordance with the standard agreement approved by Order No.10-44/pz-n of the Federal Financial Markets Service of Russia dated July 06, 2010;
- original statement of depository account opened by management company at a specialized depository, containing the information on the Issuer’s shares held by the management company with indication of state registration numbers attributed to these shares, type and number of shares; the account statement shall be issued as of the Issuer’s record date;
- original report on invested pension accruals (or extract from clauses 10, 15 and 16 of the report) drawn up as of the Issuer’s record date in accordance with the form No. 1 approved by Order No.06-48/pz-n of the Federal Financial Markets Service of Russia dated May 16, 2006, and attached to each trust agreement.

Documentation requirements:
1) copies submitted shall be legible and readable, bound and numbered; accuracy of copies shall be certified (except for notarized copies of documents as true ones) by authorized person (including position, personal signature and printed name) and affixed with a stamp; when copies are verified by a non-principal, it is requested to submit power of attorney confirming its authority to verify copies of these documents;
2) original documents shall include position of the person responsible for transaction, its personal signature and printed name, seal impression of the company that prepared a document;
3) all documents shall contain relevant and accurate information as of dividend payout period;
4) in written documents the management company’s name shall be followed by the mark “TM (trust management) of pension accruals for financing the funded component of retirement pension”

III. Foreign legal persons who do not operate in the Russian Federation through a permanent establishment, and receive dividends taxed in the Russian Federation at lower rates pursuant to international tax treaties (agreements):
- evidences (tax certificate, tax voucher) of the permanent residence of a foreign legal person in a state being a party to the international tax treaty (agreement) concluded with the Russian Federation.

Documentation requirements:
1) certification by the competent authority of a foreign state defined by the relevant international tax treaty (agreement);
2) document shall specify the calendar year in relation to which the evidence of permanent residence is given, and which shall coincide with the year of dividend payout with reference to the international tax treaty (agreement) in force. Shall such period be not specified in the document such evidence shall be deemed to refer to the calendar year when this document was issued;
3) document shall be dated the year of dividend payout;
4) document shall be duly legalized by a consular office or a diplomatic mission of the Russian Federation in a foreign state or apostilled by the competent authority of a foreign state in accordance with the Hague Convention of October 05, 1961;
5) copy of the document translated into Russian shall be certified by a Russian notary and submitted; translated document shall be notarized in the Russian Federation or document shall be translated by a translator whose signature shall also be authenticated by a notary in the Russian Federation.

IV. In addition to the document specified in Section III, foreign legal persons claiming application of minimum of reduced tax rates under international tax treaties (agreements), shall submit the following:
- verified copies of purchase agreements confirming that the number of the Issuer’s shares acquired by a foreign legal person corresponds to the least amount set forth in international tax treaty (agreement), or broker’s reports if the Issuer’s shares were acquired by a professional participant of the securities market (broker) on behalf of its client (foreign legal person), or documents issued by electronic trading exchange that prove the purchase of the Issuer’s shares;
- verified copies of the documents confirming the payment of the Issuer’s shares acquired, including, without limitation, bank cash flow statements, or payment orders, or confirmations from depository clearing company of performed settlements;
- original statement of depository account opened by foreign legal person at a specialized depository, containing the information on the Issuer’s shares owned by foreign legal person with indication of state registration numbers attributed to these shares, type and number of shares; the account statement shall be issued as of the Issuer’s record date;

Letter of authority given by foreign legal persons (owners of the Issuer’s shares) to Russian nominees or other depositories in relation to receipt of dividends payable, shall be issued in the form of power of attorney.

Power of attorney issued by foreign legal person shall be valid as of dividend payment period, determine specific authority to receive dividends on behalf of the shareholder, and indicate date and place of its issue, and term thereof.

Duly legalized and properly executed power of attorney shall be submitted in copied form certified by Russian notary and translated into Russian. The translation may be made by translator whose signature shall be also verified by Russian notary. 

Documentation requirements:
1) copies submitted shall be legible and readable, bound and numbered; accuracy of copies shall be certified (except for notarized copies of documents as true ones) by authorized person (including its position, personal signature and printed name) and affixed with a stamp; when copies are verified by a non-principal, it is requested to submit power of attorney confirming its authority to verify copies of these documents;
2) original documents shall include: position of the person responsible for transaction, its personal signature and printed name, seal impression of the company that prepared a document;
3) all documents shall contain relevant and accurate information as of dividend payment period.

V. Management Companies of Unit Investment Trusts:
- verified abstracts from Trust Management Rules for Unit Investment Trust (hereinafter referred to as “UIT”) shall include: a note of registration in the Federal Executive Authority for Securities Market, UIT name, UIT type, full corporate name and location of the management company, information on the management company’s license, full corporate name and location of a specialized depository, term of UIT trust management treaty, CEO signature;
- verified copies of amendments and supplements to Trust Management Rules for UIT registered in the Federal Executive Authority for Securities Market and related to the information above;
- copy of the management company’s license issued by the Federal Executive Authority for Securities Market to manage investment funds, unit investment trusts and non-governmental pension funds (a copy must be certified by a notary);
- original statement of depository account opened by management company at a specialized depository, containing information on the Issuer’s shares, constituting property of a particular UIT, held by the management company with indication of state registration numbers attributed to these shares, type and number of the shares; the account statement shall be issued as of the Issuer’s record date;
- original certificate of UIT’s asset value, or original abstract from the certificate, issued by the management company as of the Issuer’s record date in accordance with the form approved by Order No. 03-41/ps of Russian Federal Commission for the Securities Market dated October 22, 2003; it shall include information on the Issuer’s shares, or original full list of UIT’s property as of the Issuer’s record date issued in accordance with Order No. 04-5/ps of Russian Federal Commission for the Securities Market dated February 18, 2004.

If the certificate is countersigned by the head of the management company instead of the person responsible for accounting in the management company, it is requested to submit documents confirming its corresponding authority.
If the certificate is signed by a non-principal of the management company, it is requested to submit power of attorney confirming his authority thereto.

Documentation requirements:
1) copies submitted shall be legible and readable, bound and numbered; accuracy of copies shall be certified (except for notarized copies of documents as true ones) by authorized person (including position, personal signature and printed name) and affixed with a stamp; when copies are verified by a non-principal, it is requested to submit power of attorney confirming its authority to verify copies of these documents;
2) original documents shall include position of the person responsible for transaction, its personal signature and printed name, seal impression of the company that prepared a document;
3) all documents shall contain relevant and accurate information as of dividend payment period;
4) written documents shall contain mark “TM” (trust management) after management company’s name.

VI. Public legal entities (constituent territories of the Russian Federation and municipalities):
- originals or verified copies of the documents confirming that RF constituent territory or municipality is a proprietor of the Issuer’s shares, and dividends payable will be delivered directly to the budget of the corresponding level.

On behalf of a constituent territory of the Russian Federation or municipality, public authorities of RF constituent territory or local authorities shall exercise owner’s powers in relation to property (including the Issuer’s shares) of RF constituent territory or municipality in accordance with the acts conferring their jurisdiction and determining the status of these authorities.

Documentation requirements:
1) copies submitted shall be legible and readable, bound and numbered; accuracy of copies shall be certified (except for notarized copies of documents as true ones) by authorized person (including position, personal signature and printed name) and affixed with a stamp; when copies are verified by a non-principal, it is requested to submit power of attorney confirming its authority to verify copies of these documents;
2) original documents shall include position of the person responsible for transaction, its personal signature and printed name, seal impression of the authority that prepared a document;
3) all documents shall contain relevant and accurate information as of dividend payment period.