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Dmitry Magonya commented on the impact on the partial sale of Rosneft on the company’s new board of directors

The Ministry for Economic Development submitted to the government a draft executive order to change the status of Matthias Warnig, the managing director of Nord Stream AG who is on the board of directors of Rosneft. Now that he will become a professional attorney of the state, he will have a vote on the board. The Ministry for Economic Development proposes to make Warnig an independent director, according to the government’s draft order. Vedomosti studied the contents of the document, which the Ministry of Economic Development, according to one of its representatives, has submitted to the government.

In the last three years, the average turnout at the Rosneft annual meetings ranged from 89.7 to 92.9 percent, and 10.3 percent is required to guarantee at least one place on the board. It turns out that BP and the consortium will be able to have at least one representative. In this case, the state will lose its majority on the board of directors. There will be four representatives voting on the directive.

This is what the officials did not want. As a result, the 8 July 2016 directive of the government stated that the buyer of Rosneft shares will have to enter into a shareholders’ agreement that would oblige the new owner to vote for candidates from the state on the Rosneft board of directors. That will provide the owner of the controlling interest with the majority of representatives on the board. Nevertheless, on December 7, the government issued a new directive to their representatives on the board of directors at Rosneftegas, the seller of the Rosneft shares. Among other things, it abolished the obligation of the new investor to vote for candidates from the state for the board of directors at Rosneft. Last week, the kremlin.ru website quoted Vladimir Putin as stating that “the arrival of new investors . . . on the controlling organs [of Rosneft] will improve the corporate procedures” and transparency of the company.

Dmitry Magonya, the managing partner of law firm ART DE LEX, pointed out that, according to the shareholders’ agreement, it is possible to decide on the procedure for selecting the candidates for whom the consortium will vote.