Changes to the Group’s structure
84
Changes to the Group’s structure
85
Annual report JSOC Bashneft 2013
Annual report JSOC Bashneft 2013
ABOUT
THE COMPANY
APPENDICES
INFORMATION FOR
SHAREHOLDERS AND INVESTORS
OPERATING RESULTS
CORPORATE GOVERNANCE
Target Group structure following the third phase
of the reorganisation (elimination of cross shareholdings)
Note: Percentage of share capital.
Percentage of ordinary shares shown
additionally in parentheses.
19.9% (11.5%)
Group structure (following first and second phases of reorganisation)
Note: Percentage of share capital.
Percentage of ordinary shares shown
additionally in parentheses.
25.24% (30.24%)
Group structure before reorganisation
17
Note: Percentage of share capital.
Percentage of ordinary shares shown additionally in parentheses.
17. As of 31 December 2011.
Bashneft-Polyus
Ufaneftekhim
50.60%
50.60%
27.0% (13.7%)
74.9%
52.10% (61.3%)
20.9% (25.0%)
54.9%
(65.7%)
61.8%
(67.4%)
(62.7%)
56.3%
56.9%
(61.4%)
(100%)
94.0%
56.5%
(65.3%)
21.50%
(24.90%)
17.2%
(18.6%)
22.5%
(25.5%)
25.6%
(28.2%)
18.2%
(22.4%)
8.1%
(8.1%)
7.3%
(7.3%)
7.3%
(7.3%)
26.7% (26.7%)
Novoil
Ufa Refinery
Bashkirnefteprodukt
Orenburgnefteprodukt
Ufaorgsintez
Minorities
JSFC Sistema
CJSC Sistema-Invest
JSOC Bashneft
Bashneft-Polyus LLC
50.60%
50.60%
21.01% (10.68%)
74.9%
50.10% (57.26%)
49.40% (49.40%)
21.50% (24.90%)
Ufaorgsintez OJSC
Minorities
JSFC Sistema
CJSC Sistema-Invest
Upstream
JSOC Bashneft
Refining
Marketing
Bashneft-Polyus LLC
100%
74.9%
63.3% (71.8%)
10.7% (12.6%)
4.6%
(2.3%)
Shares owned
by Bashneft
subsidiaries
Minorities
JSFC Sistema
CJSC Sistema-Invest
JSOC Bashneft
Treasury stock 1.5%
(1.8%)
Upstream
Refining
Marketing
Transition to a single Bashneft share
We are now a fully integrated oil company
The initial step in enhancing the corporate structure was the
transition to a single Bashneft share in 2012, through the
consolidation of the five largest subsidiaries into the Group.
The legacy corporate structure had meant that the Group was
unable to achieve all of its strategic goals in corporate gover-
nance. As a result of the reorganisation, Company manage-
ment was able to materially increase the Group’s efficiency
across all of its business segments.
In March 2012, the Board of Directors, and subsequently the
AGM of JSOC Bashneft and its subsidiaries, approved the
terms for the merger. At the end of June 2012, JSOC Bash-
neft and its subsidiaries participating in the reorganisation
fulfilled their obligations to buy out shares. The total sum al-
located by these subsidiaries for the buyout amounted to RUB
19.034 billion. In October 2012, JSOC Bashneft completed
reorganisation through consolidation of five subsidiaries with
the Company. The Group received notification that these sub-
sidiaries ceased to exist as legal entities and exchanged its
subsidiaries’ shares for shares in JSOC Bashneft.
Enhancing corporate structure through the transition
to a single Bashneft share meant that stockholders were now
able to participate in the financial results of the Company
as a whole and not just in certain subsidiaries.
JSOC Bashneft was transformed into a single operational de-
cision-making centre for all of the Company’s business seg-
ments: upstream, refining, and marketing.
Integration of subsidiaries led to an optimised Group struc-
ture and the formation of a truly vertically integrated com-
pany. As part of the transition to a single share, the Company
succeeded in increasing share liquidity and protecting minor-
ity shareholders’ rights while simultaneously reducing tax
risks for the Group.
As part of the reorganisation the Group issued additional shares. Read more about
the reorganisation process on Bashneft’s website:
