Re AGM Agenda
THE BOARD OF DIRECTORS APPROVES AGENDA OF OAO LUKOIL ANNUAL GENERAL SHAREHOLDERS MEETING
On 25 April 2006 the Board of Directors resolved to hold the Annual General Shareholders Meeting of OAO LUKOIL. The meeting will take place on 28 June 2006 at 11:00 am at the following location: OAO LUKOIL, Sretensky bulvar 11,Moscow.
The record date for the list of the shareholders entitled to participate in the General Shareholders Meeting shall be 11 May 2006.
The shareholders shall send completed voting ballots to the following address: OAO NIKoil Registrar, 3-aya ulitsa Yamskogo Polya 28, Moscow, 125124, Russia. The deadline for receipt of ballots is 25 June 2006.
The Board of Directors approved the following agenda for the Annual General Shareholders Meeting of OAO LUKOIL:
1) Approval of 2005 OAO LUKOIL Annual Report and annual financial statements, including income statements (profit and loss accounts) of the Company, as well as distribution of profits (including through the payment (declaration) of dividends) and losses of the Company on the basis of annual results. Determination of the amount, date, form and procedure of dividend payout.
2) Election of members of the Board of Directors.
3) Appointment of the Company’s President.
4) Election of the Audit Commission members.
5) On remuneration and reimbursement of expenses to members of OAO LUKOIL Board of Directors and Audit Commission.
6) Approval of the external auditor of the Company.
7) Approval of amendments and addenda to the Charter of the Open Joint Stock Company Oil Company LUKOIL.
8) Approval of an Addendum to the Regulations on the Board of Directors of OAO LUKOIL.
9) Approval of amendments and addenda to the Regulations of the Audit Commission of OAO LUKOIL.
10)On approval of interested party transactions.
The Board of Directors has approved the list of materials to be provided to shareholders while preparing for the General Shareholders Meeting.
Among other things, the Board of Directors recommended that the General Shareholders Meeting adopt the following resolutions:
- To approve the annual financial statements, including income statements (profit and loss accounts) of the Company, and also the distribution of profits:
Net profit of OAO LUKOIL* for distribution in 2005 amounted to 66,326,909 thous. rubles
* Profits reflect unconsolidated profits of OAO LUKOIL in accordance with the Russian accounting standards
To distribute profit for 2005 dividend payout in the amount of 28,068,587 thous. rubles
To leave the remainder of the profit undistributed.
To pay dividends for 2005 financial year in the amount of 33 roubles per ordinary share. To set the term of payment of dividends as July to December 2006. Payment of dividends shall be settled in cash from OAO LUKOIL account.
The list of parties entitled to receive dividends shall be compiled by the same date the list of parties entitled to participate in the Annual General Shareholders Meeting of OAO LUKOIL is drawn up, i.e. 11 May 2006.
- To elect OAO LUKOIL Board of Directors, consisting of 11 members, from the list of candidates approved by OAO LUKOIL Board of Directors on 4 February 2006.
- To appoint the Company’s President, Vagit Y. Alekperov, from the list of candidates approved by OAO LUKOIL Board of Directors on 4 February 2006.
- To elect the Audit Commission from the list of candidates approved by OAO LUKOIL Board of Directors on 4 February 2006.
- To approve the Closed Joint-Stock Company KPMG as the Company’s external auditor.
The full text of recommendations of the Board of Directors on the Annual General Shareholders Meeting agenda will be included in the set of documents despatched to the shareholders during preparations for the Annual General Shareholders Meeting.
The Board of Directors also resolved to purchase OAO LUKOIL shares through one or several organizations of the LUKOIL Group (including the open market) during 2006-2008 not exceeding 3 bln USD using means gained from the difference between the actual oil/petroleum product distribution price and the approved budget/investment program indicator, provided that the oil price is 46 USD per barrel.