of June 15, 2024 No. 810
About measures for implementation of the Presidential decree of the Russian Federation of December 19, 2023 No. 965
In pursuance of Items 1, No. 965 "About special economic measures in the fuel and energy sphere in connection with unfriendly actions of some foreign states and the international organizations" the Government of the Russian Federation decides 2 and 4 Presidential decrees of the Russian Federation of December 19, 2023:
1. Create Severneftegazprom limited liability company, Gazprom URGM Trading limited liability company, Gazprom YuRGM Development limited liability company (further - societies).
2. Society is considered created from the date of entering into the Unified State Register of Legal Entities of data on its creation.
3. The CEO of society sends to shareholders of the legal entity who is right predecessor of the relevant society (Severneftegazprom open joint stock company, Gazprom URGM Trading joint-stock company or Gazprom YuRGM Development joint-stock company (further - the companies), properly drawn up notification on creation of the relevant society from the date of entering into the Unified State Register of Legal Entities of data on creation of such society.
4. Determine that:
the size of the authorized capital of Severneftegazprom limited liability company constitutes 39999749 rubles 40 kopeks. At the same time to consider the authorized capital of Severneftegazprom limited liability company completely paid;
the size of the authorized capital of Gazprom URGM Trading limited liability company constitutes 14000000 rubles. At the same time to consider the authorized capital of Gazprom URGM Trading limited liability company completely paid;
the size of the authorized capital of Gazprom YuRGM Development limited liability company constitutes 40000000 rubles. At the same time to consider the authorized capital of Gazprom YuRGM Development limited liability company completely paid;
location of Severneftegazprom limited liability company - Yamalo-Nenets Autonomous Area, Novy Urengoy;
the location of Gazprom URGM Trading limited liability company - St. Petersburg;
the location of Gazprom YuRGM Development limited liability company - St. Petersburg.
5. Approve enclosed:
charter of Severneftegazprom limited liability company;
charter of Gazprom URGM Trading limited liability company;
charter of Gazprom YuRGM Development limited liability company;
6. Appoint:
the CEO of Severneftegazprom limited liability company of Dmitruk Vladimir Vladimirovich, having authorized it to act as the applicant in case of state registration of Severneftegazprom limited liability company;
the CEO of Gazprom URGM Trading limited liability company of Neuymin Kirill Valeryevich, having authorized it to act as the applicant in case of state registration of Gazprom URGM Trading limited liability company;
the CEO of Gazprom YuRGM Development limited liability company of Golubnichego Grigory Aleksandrovich, having authorized it to act as the applicant in case of state registration of Gazprom YuRGM Development limited liability company.
7. To provide to societies within 14 working days from the date of creation:
reception-transmission by the relevant company to the relevant society of the property belonging to the relevant company, including money, at the same time forming and signing of delivery-acceptance certificates of property between the relevant company and the relevant society is not required;
implementation according to Item 3 of the Presidential decree of the Russian Federation of December 19, 2023 No. 965 "About special economic measures in the fuel and energy sphere in connection with unfriendly actions of some foreign states and the international organizations" transfer of all employees of each company to the relevant society with preserving the operating conditions of remuneration and social security.
8. Determine that the property rights to property of the relevant companies, including to money of the relevant companies pass to societies.
9. Provide to Federal Agency on Mineral Resources in 3-day time from the date of the appeal of Severneftegazprom limited liability company renewal on Severneftegazprom limited liability company of the licenses to use subsoil granted to Severneftegazprom open joint stock company.
10. To provide to federal executive bodies (according to competence) in the terms established by the legislation of the Russian Federation after the appeal of the relevant society renewal on the relevant society of special permissions (licenses) and other documents issued to the relevant company necessary for implementation of the activities by society, and also to render necessary assistance in goal achievement, specified in the Presidential decree of the Russian Federation of December 19, 2023 to No. 965 "About special economic measures in the fuel and energy sphere in connection with unfriendly actions of some foreign states and the international organizations".
11. This resolution becomes effective from the date of its official publication.
Russian Prime Minister
M. Mishustin
Approved by the Order of the Government of the Russian Federation of June 15, 2024, No. 810
1.1. The Severneftegazprom limited liability company (further - Society) is created according to the Presidential decree of the Russian Federation of December 19, 2023 No. 965 "About special economic measures in the fuel and energy sphere in connection with unfriendly actions of some foreign states and the international organizations" (further - the Presidential decree of the Russian Federation).
1.2. Society in the activities is guided by the Civil code of the Russian Federation, the Federal Law "About Limited Liability Companies", other regulatory legal acts of the Russian Federation, and also this charter.
1.3. Full trade name of Society:
in Russian - Severneftegazprom limited liability company;
in English - Severneftegazprom Limited Liability Company.
The reduced trade name of Society:
in Russian - Severneftegazprom LLC;
in English - Severneftegazprom LLC.
1.4. Society location: Yamalo-Nenets Autonomous Area, Novy Urengoy.
1.5. Society is created for the unrestricted term of activities.
1.6. Society has the round stamp containing its full trade name in Russian and specifying to the place of its stay. Society has the right to have stamps and forms with the trade name, own emblem, and also the trademark registered in accordance with the established procedure and other means of individualization.
2.1. Society is the corporate commercial body which authorized capital is divided into shares.
2.2. Society has the civil laws and performs the civil duties necessary for implementation of the any kinds of activities which are not forbidden by the Federal Laws if it does not contradict the subject and the purpose of activities determined by this charter.
2.3. Legal capacity of Society arises from the moment of entering into the Unified State Register of Legal Entities of data on its creation and stops at the time of entering into the specified register of data on the termination of activities of Society.
2.4. Society has the isolated property in property and answers for the obligations the property belonging to it, can acquire and perform on its own behalf the civil laws and perform civil duties, to be claimant and the defendant in court.
2.5. Society is owner of the property brought for payment by share in the authorized capital by founders of Society and other members of Society, and also the property received as a result of business activity of Society and on other bases, stipulated by the legislation the Russian Federation.
2.6. Society does not answer for obligations the participants. Members of Society do not answer for its obligations and bear risk of the losses connected with activities of Society, within cost belonging to them share in the authorized capital of Society.
The members of Society who did not completely pay shares bear joint liability according to obligations of Society within the cost of unpaid part of the shares in the authorized capital of Society belonging to them.
2.7. Society can create branches and open representations according to the decision of general meeting of members of Society.
Creation of branches by Society and opening of representations outside the territory of the Russian Federation is performed with observance of provisions of paragraph two of Item 1 of article 5 of the Federal law "About Limited Liability Companies".
Branches and representations are not legal entities and act on the basis of the provisions approved by Society.
Branches and representations are allocated with Society property.
Heads of branches and representations are appointed by Society and act from his name under the power of attorney issued by Society.
2.8. Society has the right to have the affiliated and dependent economic societies with the rights of the legal entity created in the territory of the Russian Federation according to the Federal Law "About Limited Liability Companies" and other Federal Laws, and outside the territory of the Russian Federation also according to the legislation of foreign state in the territory of which affiliated or dependent economic society is created if other is not provided by international treaties of the Russian Federation.
3.1. Main objective of activities of Society is generation of profit.
3.2. According to main objective Society performs the following types of activity:
development and arrangement of the Southern Russian oil and gas field;
conducting exploration works;
production, transportation and realization of the extracted hydrocarbons and other raw materials;
activities of the technical customer;
activities of the builder;
cargo transportation and transportation of passengers by road transport both on own, and on the raised vehicles;
activities of average medical personnel;
organization of activities of health centers;
implementation of other types of activity which are not forbidden by the legislation of the Russian Federation.
Society performs the activities aimed at providing economic and information security of Society, its branches and representations, provides protection of objects against illegal encroachments.
3.3. In the cases provided by the law, Society can be engaged in separate types of activity only based on special permission (license), membership in self-regulatory organization or the certificate on the admission granted by self-regulatory organization to certain work type.
4.1. The authorized capital of Society consists of nominal value of shares of his participants and constitutes 39999749 rubles 40 kopeks.
4.2. Payment by share in the authorized capital of Society can be performed by the money, securities, other things or property rights or other rights having money value.
4.3. The money value of the property brought for payment by share in the authorized capital of Society affirms the decision of general meeting of members of Society (further - general meeting of participants) accepted unanimously by all members of Society.
The money value of non-cash contribution to the authorized capital of Society shall be carried out by the independent appraiser. Members of Society have no right to determine money value of non-cash contribution in the amount of, exceeding assessment amount determined by the independent appraiser.
4.4. The authorized capital can be increased or reduced according to the decision of general meeting of participants made by the majority at least two thirds of voices of total number of voices of members of Society.
4.5. Increase in the authorized capital is allowed only after its complete payment.
Increase in the authorized capital of Society can be performed at the expense of property of Society, and (or) at the expense of additional deposits of members of Society, and (or) at the expense of deposits of the third parties accepted in Society.
4.6. Reduction of the authorized capital of Society can be performed by reduction of nominal value of shares of all participants in the authorized capital of Society and (or) repayment of the shares belonging to Society.
5.1. Members of Society have the right:
participate in the administration of Society according to the procedure established by the Federal Law "About Limited Liability Companies" and this charter;
be present at general meeting of participants, take part in discussion of questions of the agenda of general meeting of participants and vote in case of decision making;
make offers on inclusion in the agenda of general meeting of participants of questions;
obtain information on activities of Society and get acquainted with its documents of financial accounting and other documentation in the procedure established by this charter;
take part in profit distribution;
sell or perform alienation otherwise of the share or part of share in the authorized capital of Society to one or several members of Society or other person according to the procedure provided by the Federal Law "About Limited Liability Companies";
leave Society by alienation of the share to Society irrespective of the consent of other his participants or Society;
demand acquisition by Society of the share in the cases provided by the Federal Law "About Limited Liability Companies";
receive in case of liquidation of Society part of the property which remained after settlings with creditors or its cost;
appeal the decisions of bodies of Society attracting civil consequences in cases and procedure which are stipulated by the legislation the Russian Federation;
require, acting on behalf of Society, compensations of the losses caused to Society;
challenge, acting on behalf the Societies made by Society of the transaction on the bases, stipulated in Article 174 Civil codes of the Russian Federation or the Federal Law "About Limited Liability Companies" and require application of consequences of their invalidity, and also application of consequences of invalidity of the void transactions of Society;
require exception of other participant of Society judicially with payment of actual value of its share to it if such participant the actions (failure to act) roughly breaks the obligations or makes impossible activities of society or significantly complicates it in case, the stipulated in Article 10 Federal Laws "About Limited Liability Companies";
require convocation of extraordinary general meeting of participants according to the procedure, established by the Federal Law "About Limited Liability Companies" and this charter.
Members of Society have also other rights provided by the Civil code of the Russian Federation, the Federal Law "About Limited Liability Companies" and this charter.
5.2. The additional rights can be granted to the member (participants) of Society according to the decision of general meeting of participants made unanimously by all members of Society.
The termination or restriction of the additional rights granted to all members of Society is performed according to the decision of general meeting of participants which is unanimously accepted by all members of Society. The termination or restriction of the additional rights granted to certain member of Society is performed according to the decision of general meeting of participants made by at least than two thirds of voices of total number of voices of his participants under condition if the member of Society who possesses such additional rights voted for adoption of such decision or agreed (in writing).
5.3. Members of Society shall:
pay shares in the authorized capital of Society according to the procedure, the sizes and terms which are provided by the Federal Law "About Limited Liability Companies";
observe provisions of this charter;
fulfill the assumed liabilities in relation to Society;
according to the decision of general meeting of participants to make contributions to property of Society;
render Society assistance in implementation of the activities by it;
not make the actions which are obviously directed to damnification to Society;
not make action (failure to act) which significantly complicate or make impossible goal achievement for the sake of which Society is created;
participate in acceptance of corporate solutions without which Society cannot continue the activities according to the Federal Laws if their participation is necessary for adoption of such decisions;
not disclose confidential information on activities of Society.
Members of Society perform also other duties provided by the Civil code of the Russian Federation, the Federal Law "About Limited Liability Companies" and this charter.
5.4. According to the decision of general meeting of participants made unanimously by all members of Society subsidiary duties can be assigned to all members of Society. Assignment of subsidiary duties on certain member of Society is performed according to the decision of general meeting of participants made by the majority at least two thirds of voices of total number of voices of members of Society under condition if the member of Society to whom such subsidiary duties are assigned voted for adoption of such decision or agreed (in writing).
Subsidiary duties can be stopped according to the decision of general meeting of participants made unanimously by all members of Society.
5.5. Society keeps the participant list of Society with indication of the information about each member of Society, the size of its share in the authorized capital of Society and its payment, and also about the size of the shares belonging to Society, dates of their transition to Society or acquisition by Society.
5.6. The CEO of Society (further - the CEO) provides compliance of the data containing in the participant list of Society, to the data containing in the Unified State Register of Legal Entities, and notarially certified transactions on transition of shares in the authorized capital of Society of which Society knew.
Each member of Society shall inform timely Society on change of data on the name or the name, the residence or the location, and also data on the shares in the authorized capital of Society belonging to it. In case of non-presentation by the member of Society of information on change of information about itself Society does not bear responsibility for caused with respect thereto losses.
6.1. Transition of share or part of share in the authorized capital of Society to one or several members of Society or to the third parties is performed based on the Presidential decree of the Russian Federation, the transaction, according to the procedure of legal succession or on other legal cause.
Shares or parts of share in the authorized capital of Society belonging to Society at the time of creation of Society are subject to transfer to the third parties according to the procedure, established by the Presidential decree of the Russian Federation.
The member of Society has the right to sell or perform alienation otherwise of the share or part of the share in the authorized capital of Society to one or several members of Society in the presence of 2 and more members of Society. The consent of other members of Society or Society to making of such transaction is not required.
Sale or alienation otherwise of share or parts of share in the authorized capital of Society to the third parties is allowed with observance of the requirements provided by the Presidential decree of the Russian Federation, the Federal Law "About Limited Liability Companies" and this charter.
Pass all rights and obligations of the member of Society which arose before transaction to the acquirer of share or part of share in the authorized capital of Society, the specified share directed to alienation or parts of share in the authorized capital of Society, or before emergence of other basis of transition of the specified share or part of share, except for the rights and obligations provided by the paragraph the second Item 2 of Article 8 and the paragraph the second Item 2 of article 9 of the Federal law "About Limited Liability Companies".
6.2. Alienation by the participant of the share or its part to the third parties is allowed with observance of the privilege of other members of Society to acquisition of alienable share or its part in proportion to the sizes of their shares in the authorized capital at the price offered the third parties.
If within 30 days from the date of receipt of the offer by Society members of Society will not use the privilege of purchase of share or part of share in the authorized capital of Society, offered for sale, formed including as a result of refusal of certain members of Society of the privilege, the remained shares or part of share can be sold to the third party at the price which not the low price established in the offer for members of Society and on conditions which were told his participants.
6.3. Society has no right to acquire shares or (parts of shares), except as specified, provided by the Federal Law "About Limited Liability Companies".
6.4. The member of Society has the right to pledge the share belonging to it or part of share in the authorized capital of Society to other member of Society.
6.5. Shares in the authorized capital of Society pass to legal successors of the legal entities who were members of Society, and the shares belonging to the liquidated legal entity are transferred it to founders (participants) having the corporeal rights to its property or liability laws concerning this legal entity only with the consent of (in writing) other members of Society.
If the consent (in writing) of members of Society is not received, shares or (parts of shares) pass to Society. At the same time Society shall pay to the legal successor actual value of share or part of share or with the consent of members of Society to issue to such legal successor in nature property of the same cost.
6.6. In the presence of 2 and more participants the member of Society has the right to leave Society by alienation of share to Society irrespective of the consent of other participants or Society. Exit of the participant from Society is performed according to article 26 of the Federal law "About Limited Liability Companies".
6.7. Exit of the member of Society from Society does not exempt it from the obligation before Society on contributing to property of Society which arose before filing of application about exit from Society.
7.1. The property of Society transferred to it to the possession according to the Presidential decree of the Russian Federation, and also created at the expense of deposits of members of Society, made and acquired by Society in the course of its activities belongs to it on the property right.
7.2. The property of Society is created at the expense of the following sources:
the property transferred according to the Presidential decree of the Russian Federation;
the property given to Society by his participants;
deposits to the authorized capital of Society;
deposits to property of Society;
income from realization of products made by it, works, services, and also from other types of business activity;
borrowed funds;
security gains;
other sources which are not forbidden by the legislation of the Russian Federation.
7.3. Contributions to property of Society are made by all participants in proportion to shares of participants in the authorized capital of Society. According to the decision of general meeting of participants made unanimously by all members of Society the changes providing establishment of other procedure for determination of the sizes of deposits to property of Society can be made to this charter.
Contributions to property are made by any property, including money.
7.4. Society has the right quarterly, once in half a year or once a year to make the decision on distribution of the net profit between members of Society.
7.5. The part of profit of Society intended for distribution between his participants can according to the decision of general meeting of participants be distributed disproportionately their shares in the authorized capital of Society.
7.6. Society has the right to make the decision on distribution of the profit between members of Society and to pay to members of Society profit, the decision on which distribution between members of Society is made, taking into account restrictions, the stipulated in Clause 29 Federal Laws "About Limited Liability Companies".
7.7. Society can create reserve fund in the amount of 5 percent of the authorized capital of Society by obligatory annual assignments before achievement of the specified size.
The amount of annual contributions to reserve fund is established according to the decision of general meeting of participants, but there cannot be less than 5 percent of net profit of Society.
8.1. The supreme body of Society is general meeting of participants.
8.2. The solution of the questions connected with preparation, convocation and holding general meeting of participants is performed by the board of directors of Society (further - the board of directors).
8.3. Regular general meeting of participants is held not earlier than in 2 months and not later than in 4 months after the termination of financial year. On the regular general meeting of participants issues of election of the board of directors, of audit committee, of approval of annual statements and of annual accounting (financial) accounts, decision making of distribution of net profit of Society between members of Society, appointment of auditing organization of Society are resolved, and also other issues carried to competence of general meeting of participants can be resolved.
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