Right to participate in management of the Company

In accordance with corporate legislation and Rosneft Charter, the Company is managed by:

• General Shareholders Meeting;
• Board of Directors;
• Collective Executive Body (Management Board);
• Sole executive body (Chief Executive Officer).

The General Shareholders Meeting of the Company is the supreme governing body of Rosneft.

In accordance with the Federal Law On Joint Stock Companies and Rosneft Charter, shareholders of Rosneft have the right to participate in General Shareholders Meeting of the Company with the right to vote on all issues within its competence.

Shareholders (shareholder) of Rosneft, which collectively own at least 2 percent of the Company’s voting shares, are entitled to:

• put questions on the agenda of the annual General Shareholders Meeting of Rosneft and nominate candidates to the Board of Directors of the Company, the Audit Commission, the number of which shall not exceed the number of members of the relevant body;
• put candidates to the Board of Directors of Rosneft, the number of which shall not exceed the number of members of the Board of Directors of the Company, provided that the election of members of the Board of Directors of the Company is on the proposed agenda of the extraordinary General Shareholders Meeting.

Shareholders (shareholder) of Rosneft, which collectively own at least 10 percent of the Company’s voting shares, are entitled to request an extraordinary General Shareholders Meeting of the Company.

A joint-stock company is obliged to hold an annual General Shareholders Meeting.

The initiator of an annual General Shareholders Meeting of Rosneft is the Board of Directors of Rosneft.

The Extraordinary General Shareholders Meeting of Rosneft shall be conducted under the resolution of the Board of Directors of the Company adopted at its initiative or at the request of the Audit Commission of the Company, the auditor of the Company or shareholder(s) that hold at least 10 percent of the voting shares of the Company as of the date of such a request .

In accordance with Clause 9.1.2 of Rosneft Charter, the General Shareholders Meeting when convened in the form of joint presence of shareholders to discuss any issues on the agenda and to adopt resolutions on issues put to vote, shall be conducted in the city of the Company’s location - Moscow, or in cities St. Petersburg, Krasnodar, Sochi, Stavropol, Saratov, Orenburg, Tyumen, Krasnoyarsk, Khabarovsk, Vladivostok, Krasnogorsk (Moscow region).

The address, at which the General Shareholders Meeting is conducted in the form of joint presence of shareholders, shall be determined by the Board of Directors of the Company.

Annual General Shareholders Meetings of Rosneft were held in Moscow (30.06.2007, 05.06.2008 and 19.06.2009), St. Petersburg (18.06.2010, 20.06.2012 and 20.06.2013, 17.06.2015, 15.06.2016, 04.06.2019), Krasnodar (10.06.2011), Khabarovsk (27.06.2014), Sochi (22.06.2017) and Krasnoyarsk (21.06.2018).

Extraordinary General Shareholders Meetings of Rosneft were held in Moscow (13.09.2011), Khabarovsk 30.11.2012) and St. Petersburg (29.09.2017) .

Shareholders included in the list of persons entitled to participate in the General Shareholders Meeting of Rosneft, which is compiled in accordance with provisions of the current legislation of the Russian Federation, have the right to participate in the General Shareholders Meeting of Rosneft.

The date of compiling the list of persons entitled to participate in the General Shareholders Meeting of Rosneft is determined by the Board of Directors when making decision on holding the General Shareholders Meeting of Rosneft.

The date of compiling the list of persons entitled to participate in the General Shareholders Meeting shall not be set earlier than 10 days from the date of the decision to hold the General Shareholders Meeting and later than 25 days, and if the agenda of the extraordinary General Shareholders Meeting includes the question of election of the members of the Board of Directors of the Company or the question of reorganization of the Company in the form of a merger, demerger or spinoff and the question of election of the Board of Directors of the Company, established by reorganization in the form of merger, demerger or spinoff, - at least 55 days prior to the date of the General Shareholders Meeting.

In case of holding the General Shareholders Meeting, the agenda of which includes the issue of reorganization of the company, the date of compiling the list of persons entitled to participate in the General Shareholders Meeting shall not be set more than 35 days prior to the date of the General Shareholders Meeting.

The notice of the General Shareholders Meeting of Rosneft is posted on the Company’s official website www.rosneft.ru and www.rosneft.com, and sent for information purposes to shareholders at the register’s branches and Rosneft Shareholders Reception and Service Center, as well as additionally published in the print media Rossiyskaya Gazeta and Komsomolskaya Pravda.

The notice of the General Shareholders Meeting of Rosneft must be made at least 30 days prior to the date of its holding.

If the proposed agenda of the Extraordinary General Shareholders Meeting includes the issue of election of the members of the Board of Directors of the Company, or the issue of reorganization of the Company in the form of merger, demerger or spinoff and the issue of election of the members of the Board of Directors of the Company, established as a result of the reorganization in the form of merger, demerger or spinoff, the notice of such Extraordinary General Shareholders Meeting shall be made at least 50 days prior to the date of such meeting.

In accordance with the legislation, the resolutions adopted by the General Shareholders Meeting and the voting results shall be declared at the General Shareholders Meeting at which the voting took place, and shall be communicated to the persons included in the list of those entitled to participate in the General Shareholders Meeting in the form of a report on the results of voting in the manner provided for the notification of the General Shareholders Meeting within 4 business days following the closing date of such General Shareholders Meeting or following the final date for acceptance of voting ballots in case such General Shareholders Meeting is conducted in the form of the absentee vote.

Rosneft seeks to ensure that the results of the voting are summed up and announced before the closing date of the General Shareholders Meeting of the Company.

Resolutions adopted at annual General Shareholders Meetings of Rosneft which were held in 2007-2019, as well as the resolutions adopted at the extraordinary General Shareholders Meetings of Rosneft in 2011, 2012 and 2017 were communicated to the shareholders at the meetings.

In addition, information about the voting results is posted on the official website of the Company www.rosneft.ru in Internet information and telecommunications network in the section “Investors and shareholders” in the subsection “Meetings of shareholders”, and also in the subsection “Disclosure” (“Important facts”).

Pursuant to Clause 4 Article 66 of the Federal Law "On Joint-Stock Companies", members of the board of directors shall be elected by cumulative voting. That provision is reflected in Clause 10.3.4 of Rosneft Charter.

In cumulative voting, the number of votes of each shareholder is multiplied by the number of persons to be elected to the board of directors. As a result, a shareholder has a certain number of cumulative votes, all of which he can cast for a single nominee or he can divide his votes between two or more nominees. The number of nominees among which votes are distributed in the course of cumulative voting may exceed the number of persons to be elected to the board of directors of the company. The candidates who received the greatest number of votes in the election are recognized as elected to the board of directors.

Pursuant to the Regulations on the Company General Shareholders Meeting approved by the Bank of Russia № 660-П dated 16.11.2018, in a cumulative voting ballot, the voting options "AYE", "NAY", "ABSTAINED" shall be marked once in respect of all candidates included in the list of nominees for the board of directors (supervisory board) or any other body of subsidiary. Therefore, if, when making a decision about board of directors' election, a majority of shareholders vote "NAY" or "ABSTAINED" with regards to proposed list of nominees, a decision about board of directors' election shall not be deemed taken (a simple majority vote). This principle is provided for in Subclause 1 Clause 9.2.2 of Rosneft Charter.

Members of the Board of Directors of the Company shall be elected by the General Shareholders Meeting for the period until the next annual General Shareholders Meeting.

If the annual General Shareholders Meeting is not held within the terms established by the law (not earlier than two months before the end of the financial year and not later than six months after the end of the financial year), the powers of the Board of Directors of the Company shall be terminated, except for the powers to prepare, convene and hold the annual General Shareholders Meeting.

Yes, a minority shareholder can be elected to the Board of Directors of Rosneft if the following conditions are met:

1. the minority shareholder to be elected to the Board of Directors of the Company is nominated by the shareholders (shareholder) of Rosneft, which collectively own at least 2 percent of the voting shares of the Company;
2. the shareholders of Rosneft vote for the minority shareholder (if the number of candidates to the Board of Directors does not exceed 11);
3. the shareholders of Rosneft vote for the minority shareholder and the number of votes cast for the minority shareholder is sufficient for election to the Board of Directors (if the number of candidates for the Board of Directors exceeds 11).

A minority shareholder can be elected to the management Board by the resolution of the Rosneft Board of Directors.

In accordance with the Regulations on the Collective Executive Body (Management Board) of Rosneft, approved by the General Shareholders Meeting of the Company on 27.06.2014, the Management Board of the Company is formed by the Board of Directors. In this case, a senior official (Top Manager) of the Company may be appointed as member of the Board. During the formation of the Board, the principle of representation of managers of the main business areas and production services, as well as the main supporting functional units, is ensured, in accordance with the organizational structure approved by the Management Board.

Corporate law does not endow shareholders (regardless of the number of shares owned by them) with such powers. However, in accordance with Articles 89 and 91 of the Federal Law On Joint Stock Companies, the shareholder (shareholders) holding at least one per cent of the voting shares of the Company has (have) the right to familiarize himself (themselves) with the minutes of meetings of the Board of Directors, and the shareholder (shareholders) holding at least 25 per cent of the voting shares of the Company has (have) the right to familiarize himself (themselves) with the minutes of the Company’s Management Board meeting; the shareholders can also request copies of these documents for a fee not exceeding the cost of their preparation.

This information is available on the official website of the Company www.rosneft.ru (in Russian) and www.rosneft.com (in English) in the following sections:

1. “Corporate governance” (subsections “Board of Directors” and “Management Board”).
2. “Investors and shareholders” (subsection “Disclosure of Information”, tab - “Quarterly reports”, “Annual reports of the Issuer”).