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Frequently Asked Questions

About the Company

1. When was the Company founded?

Transneft was registered by Moscow Registration Chamber on 26 August 1993 under the No. 026.800 (state registration certificate series LA No. 009851). Information on the state registration of Transneft was included into the Unified State Register of Legal Entities by the Moscow Directorate of the Ministry of Taxes and Levies of the Russian Federation on 24 July 2002 under the primary state registration number (OGRN) 1027700049486 (certificate of making an entry in the Unified State Register of Legal Entities on the legal entity registered before 01 July 2002, Series 77 No. 007893052).

2. What’s the full and abbreviated name of the Company?

The full name of the Company is Публичное акционерное общество «Транснефть».

The abbreviated name of the Company is ПАО «Транснефть».

The former name is Открытое акционерное общество «Акционерная компания по транспорту нефти «Транснефть» (Open Joint-Stock Oil Transportation Company Transneft). The resolution to change the name of the Company was made on 30 June 2016 when approving the new version of the Articles of Association (Order of the Federal Agency for State Property Management No. 520-r), recorded in the Unified State Register of Legal Entities on 21 July 2016.

The full name of the Company in English is Public Joint Stock Company Transneft.

The abbreviated name of the company in English is Transneft.

3. Where is the Company’s central office located?

Transneft is incorporated in Moscow, a city of federal importance in the Russian Federation.

Location: Moscow, Russia. Address: 57 Bolshaya Polyanka, Moscow, 119180.

Phone: +7 (495) 950-81-78.

Fax: +7 (495) 950-89-00.

4. What’s the Company’s headcount?

As at 31 December 2017, Transneft had 1,383 employees on the payroll.

5. What are the Company’s main lines of business?

Transneft’s core business activity is providing services of oil and petroleum products transportation via a system of trunk pipelines across the Russian Federation. The Company has no significant operational activity outside Russia.

Furthermore, the Company renders services of oil and petroleum products storage in the system of trunk pipelines, oil compounding and sale of oil and petroleum products.

In addition to the main business of oil and petroleum products transportation across Russia, Transneft plans and supervises oil transportation and supply to custody transfer points abroad, collects and compiles data, acting via its representative offices in Poland, Hungary, Slovakia and Belarus.

6. What are the main spheres of the Company’s development?

The main spheres of development and measures to be taken within the Transneft Long-Term Development Programme are:

Development and Upgrading

  • Comprehensive development of Transneft’s trunk pipeline system to assure growth of oil production and refining sectors of the Russian economy as well as to meet the needs of the Russian Federation for crude oil and petroleum products transportation to the domestic and foreign markets.

Innovation

  • Innovative development of operational activities.

Efficiency

  • Raising energy efficiency by taking energy saving measures.
  • Cutting pipeline construction and operation costs.
  • Ensuring labour productivity at the level of the best overseas pipeline companies.

Reliability

  • Ensuring reliability of the operated system of oil and petroleum products trunk pipelines by revamping it based on the results of fixed assets diagnostics and modernisation.
  • Developing benefits for the Company’s employees.

Environmental Protection

  • Raising the level of environmental and industrial safety at the Company’s operational facilities.

7. What can be said about the Company’s renewed investment programme up to 2020?

Information about the main projects delivered within the investment programme is published on the Company’s website

8. What are the Company’s competitive advantages?

The Company’s key competitive advantages include:

  • Monopoly in the market of pipeline oil transportation.
  • Low ratio of operating costs to total transported oil volume as compared to that of railway and water transport.
  • Oil pumping tariffs are considerably lower than those in the CIS and Europe.

 

The Company’s Stock

1. What’s the structure of the Company’s authorised capital?

The authorised capital of Transneft amounts to RUB 7,249,343 and is divided into 5,694,468 ordinary shares and 1,554,875 preferred shares.

One hundred per cent of Transneft’s ordinary voting shares are owned by the Russian Federation represented by the Federal Agency for State Property Management (Rosimushchestvo). The Company’s preferred shares only entitle their holders to receive fixed dividends, but do not give them voting rights. 

2. What Russian indices take the Company’s shares into account?

Transneft’s shares are included in the following indices:

  • the Broad Market Index,
  • the MICEX Index,
  • the Oil and Gas.

For more information about the given indices see here.

They are also included in the MSCI Russia (Morgan Stanley Capital International) index.

For more information about the given indices see here.

Dividends

1. What’s the amount of dividends paid out by the Company?

As per paragraph 3 of article 42 of the Federal Law No. 208-FZ On Joint-Stock Companies dated 26 December 1995, the decision to pay (declare) dividends on shares of each category is made by the general meeting of shareholders, but the amount of dividends approved by the meeting cannot exceed the one recommended by the Board of Directors. In making dividend payout decisions the Company is guided by its Articles of Association and Dividend Policy approved by the Board of Directors on 12 December 2016 (https://en.transneft.ru/about/corporate-information/455/).

In accordance with paragraphs 8.1 and 8.2 of the Company’s Articles of Association, holders of preferred shares are entitled to a fixed annual dividend. Based on the financial year’s results, the Company’s general meeting of shareholders decides to set aside 10% of the Company’s net profit, following the results of the given year, to pay dividends on all preferred shares. The dividend paid on one preferred share cannot be less than the dividend paid on one ordinary share.
 
In line with the Company’s Dividend Policy, the base level of dividend payments amounts to 25% of consolidated net profit for a reporting year calculated under IAS and normalised taking into account the share of profit in subsidiaries and jointly controlled companies; income gained from revaluation of financial investments; exchange rate positive balance and other irregular (non-recurring) nonmonetary components of the net profit.  

The only shareholder who owns the Company’s voting shares, in accordance with the competence stipulated in the Company’s Articles of Association, can decide to change the amount of dividends paid out.

2. Who makes the dividend payout decision?

As per paragraph 3 of article 42 of the Federal Law No. 208-FZ On Joint-Stock Companies dated 26 December 1995, the decision to pay (declare) dividends is made by the general meeting of shareholders. The said decision shall fix the amount of dividends on shares of each category (kind), the payment form, the procedure of non-monetary dividend payout, the date of determining the individuals and entities entitled to dividends. The date-setting decision shall be made only at the suggestion of the Company’s Board of Directors.

3. When are the dividends paid out?

As per paragraph 5 of article 42 of the Federal Law No 208-FZ On Joint-Stock Companies dated 26 December 1995, the date of determining the individuals and entities entitled to dividends in accordance with the dividend payout (declaration) decision cannot be set earlier than 10 days after the dividend payout (declaration) decision or later than 20 days after such decision is made.

As per paragraph 6 of article 42 of the Federal Law No. 208-FZ On Joint-Stock Companies dated 26 December 1995, the period of dividend payout to the nominee holder and to the asset manager who is a professional stock market player, both registered in the Company’s shareholder register, shall not exceed 10 business days since the date when individuals and entities entitled to dividends are determined and 25 business days since the same date for dividend payout to other individuals and entities registered in the shareholder register.

4. What does the amount of dividends depend on?

The amount of dividends on Transneft’s shares is calculated based on the net profit reflected in the Company’s financial statements by RAS.

The Board of Directors submits their dividend amount proposal to the general meeting of shareholders, which makes the final dividend payout decision, though the dividend amount approved by the meeting shall not exceed the one recommended by the Board of Directors.

When making the dividend payout decision, the Company is guided by the Articles of Association, the Company’s Dividend Policy and the principle of rational distribution of the Company’s profit taking both shareholders’ interests and the Company’s development needs into account.

5. What reasons may hinder the Company from paying out dividends?

The most frequent reason for the Company failing to pay out dividends is shareholders’ failure to updating their personal information (e.g. place of residence or bank details). Pursuant to paragraph 16 of article 8.2 of the Federal Law No. 39-FZ On Stock Market dated 22 April 1996, in case an individual having a current account (custodian account) fails to update personal information, the Company (obligor for securities), the holder of the security owners register and the depositary do not bear any responsibility for losses incurred by such individuals or entities resulting from their failure to update their details.

Therefore, in case personal data changes, any shareholder seeking timely receipt of dividends shall update the Company’s registrar (R.O.S.T. Registrar, JSC) or the depositary.

6. How is repeat payment of dividends made (on shares listed in the register)?

Pursuant to the contract signed with the Company, dividends are paid out by the Company’s registrar – R.O.S.T. Registrar, JSC.

In case of untimely receipt of dividends or dividends due by right of inheritance, the shareholder shall address directly to R.O.S.T. Registrar, JSC.

The repeat payment of dividends is made by the Registrar after a record is made in the shareholder register about a change in the details of the current account enabling the payment or a record about a transfer of securities resulting from inheritance.

Dividend payments hotline:

Phone: +7 (495) 780-73-63

E-mail: info@rrost.ru

Share Income Taxation

1. Are dividends obtained by natural persons from Transneft taxable?

As per subparagraph 1 of paragraph 1 of article 208 of the Tax Code of the Russian Federation (hereinafter referred to as the TC RF), dividends received from a Russian company are classified as income from sources in the Russian Federation. Pursuant to article 209 of the TC RF, the personal income tax (hereinafter referred to as the PIT) applies both to natural persons who are tax residents of the Russian Federation and to natural persons who are non-resident taxpayers.

2. Who shall withhold and pay the tax on dividends received by natural persons from Transneft?

As per paragraph 1 of article 226 of the TC RF, Russian organisations from which natural persons receive income must calculate the tax amount, withhold it from the taxpayer (a natural person), and pay it into the budget. Such organisations are referred to as tax agents.

3. What is the amount of tax withheld from the dividends accrued?

The amount of tax is determined for each taxpayer individually in accordance with the rate and procedure stipulated in the TC RF.

Natural persons who are tax residents of the Russian Federation shall pay the income tax on share interest in business at the rate of 13%; natural persons who are non-resident taxpayers shall pay the tax at the rate of 15% (without taking into account provisions of double taxation agreements).

The Registrar (Keeping Records of Share Rights)

1. Who is Transneft’s registrar?

R.O.S.T. Registrar, JSC is the holder of Transneft’s shareholder register (the registrar).

18/13 Stromynka Str., 107996, Moscow, P.O. box 9

Phone. +7 (495) 780-73-63

Fax. +7 (495) 780-73-67

E-mail: info@rrost.ru

Website: https://www.rrost.ru/ru/

 

2. Do shareholders have to inform the registrar of changes in their personal data?

Updating personal information is a shareholder’s duty (paragraph 16 of article 8.2 of the Federal Law No. 39-FZ On Stock Market dated 22 April 1996).

If the Company’s shareholder register or the depositary contains obsolete, incorrect or incomplete information, this may impede transactions with securities, such as sale, receipt of extracts from the shareholder register/custodian account statements, certificates of account activity for tax administration, inter-depository transfers, inheritance or gifting.

Obsolete, incorrect or incomplete information makes identification impossible. This is why it is necessary to update the registrar or the depositary on any changes in your personal data (name, number of passport or other ID, registered and actual place of residence, number of the bank account to which dividends are to be transferred). In case a shareholder fails to update their personal data, the Company, the registrar or the depositary do not bear responsibility for any losses incurred.

3. How can I find information about the number of Transneft’s shares I own?

For information on the number of shares please refer to the Company’s registrar – R.O.S.T. Registrar, JSC – or the depositary, ordering/requesting an extract from the shareholder register or custodian account. The registrar shall provide an extract within 3 business days. The custodian account statement shall be provided within the timeframe specified in the depositary agreement.

4. Why can’t a Transneft shareholder obtain paper shares?

The shares issued by Transneft are registered securities. Pursuant to article 16 of the Federal Law On Stock Market, registered securities are issued only in book-entry form. The Company’s shareholders own book-entry securities.

An extract from the shareholder register/custodian account statement confirms availability of shares on the personal/custodian account.

5. What is an extract from the holder register and how can a registered individual or their authorised representative obtain it?

An extract from the register keeping system is a document provided by the holder of the register which indicates the personal account owner, the number of securities of each issue kept on this account at the time of extract handout, the facts of their encumbrance as well as other information pertaining to the given securities.

An extract from the register keeping system must include an indication of any encumbrances or limitations pertaining to the securities existing at the date of the extract preparation.

The extract is not a security; it only confirms the existence of securities on the personal account at a specified date.

To obtain an extract from the shareholder register, the applicant shall order or request the registrar to provide such information.

The extract issue order is to be placed by the registered person or by their authorised representative.

Registered individuals and their authorised representatives are identified by their identity documents.

The registrar is obliged to provide an extract from the shareholder register to a registered individual or their authorised representative within 3 business days.

Information about the cost of this operation and document forms are published on the website of R.O.S.T. Registrar, JSC:

http://www.rrost.ru/ru/

 

6. How can a natural person open a personal account in the shareholder register?

A personal account is opened before the transfer of securities (securitisation), or concurrently with placement of the transfer (securitisation) order.

A personal account can be opened in the register by a natural person or their authorised representative.

To open a personal account, a natural person must provide the following documents to the Registrar:

  • an application for opening a personal account;
  • a registered person questionnaire;
  • a copy of an identity document certified in accordance with the established procedure (an attested copy of the identity document of the individual for whom a personal account is to be opened has to be submitted to the Registrar in case the documents needed to open a personal account are submitted to the Registrar not by the individual for whom the personal account is opened);
  • a copy of the Certificate of Birth or Certificate of Adoption attested in accordance with the established procedure (if a personal account is to be opened for an individual under 18 and the questionnaire contains a parent’s (adoptive parent’s) signature specimen;
  • a copy of the document certifying guardian appointment, attested in accordance with the established procedure (if a personal account is to be opened for an individual under 18, and the questionnaire contains a guardian’s signature specimen, or if a personal account is to be opened for a legally incapacitated individual).

In case an individual for whom an account is to be opened applies to the Registrar in person, they may provide copies of the documents specified in the present clause, whose veracity must be attested by the Registrar’s authorised employee.

A natural person must sign a registered person’s questionnaire in the presence of a Registrar’s employee authorised to attest signature specimen in questionnaires. Otherwise, the natural person’s signature must be attested by a notary.

The Registrar makes a record in the shareholder register about the opening of a registered person’s account within 3 days after all documents are accepted.

http://www.rrost.ru/ru/shareholder/important-info/doc_form/

 

7. What documents shall heir(s) of a deceased Transneft shareholder produce and to whom shall they present the said documents to register their entitlement to the shares and/or dividends (for shares accounted for in the register)?

To have the transfer of title to shares from the testator’s account to the heir’s (heirs’) account registered in the shareholder register of Transneft and to subsequently receive dividends on those shares, the heir(s) must submit to the Registrar an original or a notary-attested copy of the Certificate of Inheritance as well as a Registered Person’s Questionnaire for each individual claiming the given assets.

Among other things, this Questionnaire must include the passport data of a natural person and bank details for the transfer of dividends.

The Questionnaire must be signed by a shareholder in the presence of the Registrar’s employee authorised to attest signature specimens in questionnaires; it must also be attested by this employee, unless the natural person’s signature is attested by a notary.

When shares are inherited on the basis of shared ownership interest, Certificates of Inheritance and Registered Person’s Questionnaires shall simultaneously be submitted to the Registrar in relation to each shared ownership interest.

Please apply to R.O.S.T. Registrar, JSC regarding the procedure of inheritance and submitting documents.

 

The General Meeting of Shareholders and the Board of Directors

1. When are General Meetings of Shareholders of Transneft held?

The Company holds annual general meetings of shareholders not sooner than 2 months and not later than 6 months after the end of the reporting year.

General meetings of shareholders held apart from the annual meeting are considered extraordinary.

At present, all voting shares of the Company are owned by the Russian Federation, and the decisions on all matters within the competence of the General Meeting of Shareholders are formalised via Rosimushchestvo’s directives. During the period, when all voting shares of the Company belong to one shareholder, the provisions of the Federal Law On Joint-Stock Companies and the Company’s Articles of Association prescribing the procedure and deadlines of preparing, convening and conducting the general meeting of shareholders, with the exception of the provisions regarding the deadlines for holding an annual general meeting of shareholders do not apply.

2. How is the Transneft Board of Directors elected?

The Board of Directors, in numbers stipulated in the Articles of Association (presently, 9 directors), is elected by the general meeting of shareholders.

The stance of the shareholder, which is the Russian Federation, regarding the nomination of candidates to the Board of Directors and the election of the Transneft Board of Directors is determined by the Government of the Russian Federation.

As part of the procedure for nominating candidates to the Company’s Board of Directors, respective proposals from the Ministry of Energy of the Russian Federation as well as applications from natural persons for election to the Company’s Board of Directors are reviewed at meetings of the commission for selection of candidates to governance bodies and revision commissions of joint-stock companies established by Rosimushchestvo.

Pursuant to paragraph 3 of the Resolution of the Government of the Russian Federation No. 851 On Amending Certain Acts of the Government of the Russian Federation dated 19 July 2017, the criteria of selecting candidates to be nominated for management boards of joint-stock companies whose shares are owned by the Russian Federation must be approved by the Ministry of Economic Development of the Russian Federation.

3. For how long do the powers of the Transneft Board of Directors elected by shareholders at the General Meeting of Shareholders remain valid?

Members of the Transneft Board of Directors are elected for a period up to the next annual general meeting of shareholders.

However, the Company’s general meeting of shareholders may decide to prematurely terminate the powers of all members of the Company’s Board of Directors.

4. From what sources can a shareholder receive information about the composition of Transneft’s Board of Directors and executive bodies?

Information about the composition of the Board of Directors and the Management Board as well as information about the Company’s President is published on the Company’s website.

5. How does the Transneft Board of Directors manage the Company’s business?

The Board of Directors takes care of strategic management of the Company’s business activities, making decisions on all material matters of the Company’s activities in accordance with the competence stipulated in the Federal Law On Joint-Stock Companies and by the Company’s Articles of Association. The Board of Directors’ activities are regulated by the Articles of Association and the Regulations on the Board of Directors. The Board of Directors makes sure shareholders’ rights are protected and exercised, controls the development and approval of the Company’s strategy, prospective plans and the main corporate activities programmes as well as reviews reports on their execution. It participates in creating efficient mechanisms of internal control over the Company’s financial and business activities and the risk management system. The Board of Directors finalises the Company’s budget, determines the key performance indicators for the Company, its President and Management Board’s members. It facilitates timely disclosure of complete and accurate information on the Company’s operations, makes decisions on key matters of essential Transneft subsidiaries’ operations and on key projects and material transactions.

Financial Reporting

1. By what standards does the Company prepare its financial statements?

The Company prepares its statements by Russian Accounting Standards (RAS) and by International Accounting Standards (IAS).

For more information on publication results of the Company’s statements by IAS see here and here.

 

2. What are the deadlines for the Company’s financial statements publication?

Financial statements by IAS and RAS, the Management’s Discussion and Analysis of the Group’s Financial Position and Results of its Operations as well as presentation of the Company’s performance results by IAS are published on the Company’s website on a quarterly basis. Annual consolidated financial statements by IAS are published not later than 120 days after the end of the respective reporting year; consolidated interim financial statements by IAS are published not later than 60 days after the end of the reporting period. Annual accounting (financial) statements by RAS are published not later than three days after the auditor’s opinion is formed; interim accounting (financial) statements by RAS are published not later than 2 days after the date of its formed.

3. What are the Company's financial results for the nine months ended 30 September 2018?

The Group's revenue grew by 58.2 billion roubles or 8.8%, mainly due to the growth of revenue from oil export sales and oil transportation services.  The Group's EBITDA amounted to 314.6 billion roubles, showing a 3.1 billion roubles or 1.0% reduction against the same period of 2017.

The Group’s profit made 171 billion roubles, 4.2 billion roubles or 2.5% up year-on-year.

For more details see the press release, following this link.

Receiving Information about the Company

1. What information about the Company can a Transneft shareholder obtain?

At present, the Company’s official website https://www.transneft.ru/ is an important channel of information disclosure. Presented there are data on all the core spheres of the Company’s business activity and sustainable development as well as information for shareholders and investors, press releases, news, annual reports, financial statements by IAS and RAS and updates on other important events. Apart from posting the information mandatory for disclosure, the Company uses its website to publish, on a quarterly basis, the Management’s Discussion and Analysis of the Group’s Financial Position and Results of its Operations as well as to present the Company’s performance by IAS.

Mandatory disclosure of information in accordance with Russian federal laws and regulatory documents of the Bank of Russia is done by the Company on the following page: http://www.e-disclosure.ru/portal/company.aspx?id=636.

The Company observes all requirements of the current law relating to information disclosure by public companies.

Transneft ensures regular, timely, accurate and substantial information disclosure for all stakeholders.

The Company ensures the access of shareholders to Company’s information and documents, provides copies of these documents upon a written request of shareholders in the cases stipulated in the relevant Russian laws and the Company’s Articles of Association.

The law differentiates the extent of the right of access to Company’s documents and information depending on how many voting shares of the Company are owned by a shareholder. Shareholders having equal rights are provided with equal access to Company’s documents.

Providing access to documents containing confidential information is conditioned on a shareholder signing a non-disclosure agreement, whose terms are equal for all shareholders and can be found at:

https://www.transneft.ru/information/predostavlenie-kopii-dokymentov-akcioneram/.

2. Failed to find an answer to your question? Please contact us

Transneft’s shareholders are entitled to receive consultations from the Company’s employees on matters related to the flotation of Transneft’s shares.

Public and Government Relations Section:

Phone: +7 (495) 950-81-78.

Authorised Capital and Information Disclosure Service:

Phone: +7 (495) 950-81-78, ext. 1168, 2006, 1076

E-mail: Shareholders@ak.transneft.ru

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