Basic HTML Version
2012
MARCH
APRIL
MAY
JUNE
JULY
AUGUST DECEMBER
Till the end of 2012
Establish Bashneft as a fully-fledged verti-
cally integrated company;
Optimize corporate structure to improve
efficiency;
Protect the rights of minority sharehold-
ers;
Unify all operational decision-making
processes, taking into consideration
the peculiarities of each of the Group’s
business segments: upstream, refining
and marketing;
Bashneft Group reorganization plan: the merger
Approval of Reorganization by the Board
of Directors of JSOC Bashneft and Boards
of Directors of companies to be merged
with Bashneft (OJSC Ufimsky refinery
plant, OJSC Novoil, OJSC Ufaneftekhim,
OJSC Bashkirnefteprodukt and OJSC
Orenburgnefteprodukt), namely of the pro-
cedure for conducting the reorganization,
conversion ratios and buyback prices.
Date of closing the share-
holder register of the Com-
panies participating in the
reorganization
Extraordinary Meetings of Shareholders of the five
Subsidiaries to be merged with Bashneft (OJSC Ufim-
sky refinery plant, OJSC Novoil, OJSC Ufaneftekhim,
OJSC Bashkirnefteprodukt and OJSC Orenburgneft-
eprodukt) approved the merger, the agreement on
legal merger and transfer certificates.
Extraordinary Meetings of
Shareholders of JSOC Bash-
neft approved the merger
and the agreement on legal
merger
Shareholders of JSOC Bash-
neft and the five subsidiaries
submit requests for share
buyback
Buyout of shares from
shareholders who have
submitted buyback
requests
Conversion of shares of
the five subsidiaries to be
merged into the shares of
JSOC Bashneft
Goals of Reorganization:
On March 11, 2012, the Boards of Directors of
JSOC Bashneft and all five subsidiaries to be
merged provisionally approved the Agree-
ment on legal merger, conversion ratios for
the merger and the prices of shares to be
repurchased from shareholders who will
not vote or will vote against the reorganiza-
tion. On March 14, 2012, the register of the
shareholders of participating companies who
will take part in the Extraordinary Meeting of
Shareholders was closed.
Shareholders who did not vote or voted against
reorganization should submit buyback requests
no later than 45 days after the date when the Gen-
eral Meeting of Shareholders made the decision.
Shareholders have a right to require either partial
or full buyout of their shares at the price that had
been set by an independent appraiser. Shares
shall be bought back from shareholders within
30 days after the end of submission of buyback
requests
Reorganization, conversion ratios and buyback
prices are subject to approval by shareholders of
JSOC Bashneft and subsidiaries to be merged.
To make the decision, it is necessary that at least
75% of ordinary and preferred share owners
vote for conducting the transaction (the quorum
is 50% of outstanding voting share owners). In
April 2012, the reorganization was approved at
extraordinary general meetings of sharehold-
ers of JSOC Bashneft and the subsidiaries to be
merged with it.
Before the end of 2012, JSOC Bashneft has
planned to complete the conversion of ordinary
and preferred shares of its subsidiaries ac-
cording to conversion ratios determined by an
independent appraiser. On May 28, the Board of
Directors of the Group approved the decision on
additional issue of securities and the prospec-
tus. After the conversion, minority shareholders
of subsidiaries will become owners of JSOC
Bashneft’s shares.
March 11, 2012
March 14, 2012
April 26, 2012
April 27, 2012
May—June, 2012
June—July, 2012
Preliminary decision
1
March, 2012
Share buyout
3
May-July, 2012
Approval by shareholders
2
Аpril, 2012
Merger
4
Till the end of 2012
Centralize investment decisions to
maximize the return on invested
capital and the cash flows of the
integrated Group, thereby increas-
ing the Company’s overall value;
Improve the transparency of the Group’s opera-
tions and corporate governance;
Increase the liquidity of Bashneft Group’s shares;
Consolidate all cash flows into a single business
centre.