Ukrnafta shareholders bring company structure into line with joint stock companies law

At today’s extraordinary general shareholder meeting, Ukrnafta shareholders have approved amendments to the company’s charter and supervisory board regulation to comply with Ukraine's joint stock company legislation.

The supervisory board is now empowered to appoint and dismiss the CEO, which used to be a privilege reserved for the general shareholder meeting. The Ukrnafta supervisory board will henceforth consist of six independent members and five members representing the interests of shareholders.

Shareholders have made their appointments to the new supervisory board. Naftogaz as the majority shareholder is represented by Yuriy Vitrenko, Yaroslav Teklyuk and Polina Zagnitko, while the minority shareholders are represented by Yana Manuilova and Uriel Zwi Lejber. Andriy Boytsun, Olena Makeyeva, Oleg Mozgovyi, Mykola Pochapskyi, Andriy Protsyk and Pavlo Zagorodnyuk were elected as independent directors of the Ukrnafta supervisory board. The general shareholder meeting also approved the contracts for supervisory board members.

Considering the structural changes in company management, shareholders decided to terminate prematurely the powers of current CEO Mark Rollins on 30 April 2019. The decision enables the newly elected supervisory board to use its power to appoint a new Ukrnafta CEO. Meanwhile, shareholders appointed current deputy CEO and executive sales vice-president Oleg Gez as acting Ukrnafta CEO starting from 1 May 2019. He will remain in place until a new CEO is appointed according to the new company charter.

Additionally, shareholders agreed to conclude sales contracts for 4.062 bcm of gas between Ukrnafta and Naftogaz. Compliance of these contracts with common market conditions has been confirmed by KPMG Ukraine.

According to these contracts, Naftogaz buys 2.062 bcm of gas, which is equal to the volume sourced from Ukrnafta to the GTS in previous periods, and another 2 bcm of future production. Ukrnafta will use the received funds exclusively to repay its tax debt as well as other tax obligations that may arise under the terms of the contracts.

The decision aims to eliminate Ukrnafta’s tax debt and pave the way for more investments, modernization of business assets, and sustainable growth of hydrocarbon production.