Receipts (DRs) are negotiable U.S. securities that generally represent
a non-U.S. company's publicly traded equity. DRs can trade on all U.S. stock
exchanges as well as on many European stock exchanges. They are created when a
broker purchases a non-U.S. company's shares on its home stock market and
delivers the shares to the depositary's local custodian bank, and then instructs
the depositary bank to issue DRs. In addition, DRs may also be purchased in the
U.S. secondary trading market. They may trade freely, just like any other
security, either on an exchange or in the over-the-counter market and can be
used to raise capital.
(1) LUKOIL DR (CUSIP 677862104) represents One (1) LUKOIL Ordinary share.
Bank of New York Mellon is the depositary bank for LUKOIL, also acting as a
transfer agent, registrar and a dividend paying agent. It manages all aspects of
the proxy voting process. It manages all aspects of the proxy voting
information, regarding DR dividends and distributions please visit http://www.adrbnymellon.com/dr_profile.jsp?cusip=677862104 .
For additional information regarding these matters, please contact Rhonda Clarke
at 212-815-2269, Esther Su at 212-815-4133 or Andy Roche at
dividend policy is based on a balance of interests between the Company and its
shareholders, the goal of raising the investment appeal and capitalization of
the Company, and respect and strict observance for shareholder rights, as laid
down in Russian legislation, the Company charter and other internal
accordance with the regulations on LUKOIL Dividend Policy, passed in 2003, the
Board of Directors bases its dividend recommendation to the AGM on the principle
that dividend payments should be no less than 15% of net profit determined on
the basis of the Company’s consolidated financial statements prepared in
accordance with US GAAP.
aims of LUKOIL dividend policy are:
make dividends one of the key indicators of the Company’s investment
increase dividends based on consistent growth of profit and/or growth of the
share of dividend payments in net profit
the Annual General Meeting ("AGM»), shareholders gather to make some basic
decisions about the management of the Company for the upcoming fiscal
year. Routine matters, such as the election of directors and auditors, are
voted upon at every AGM. Non-routine matters that require a shareholder vote can
also be decided at an AGM. At the meeting itself, the management will report the
results of the prior year, discuss any pending matters, and then conduct a
shareholder vote on all items of the AGM agenda.
to the legislation of the RF the meeting itself is for local shares represented
by DR. However, once voting rights have been extended to DRs - all holders of
DRs are entitled to vote through LUKOIL’s Depositary Bank. The Bank of New York
Mellon will vote the ordinary shares in custody as per the instructions of the
underlying holders of the DRs at the shareholder meeting.
Registered Holders (who do not use a broker-dealer as an intermediary and have a
direct relationship with the Depositary), the requirement is a written
instruction from the holder. In practice, the Depositary sends out direct mail
and enables a web page for those who wish to vote via the internet.
Beneficial Holders (who have purchased their shares via a bank or broker), the
process is similar, although the actual entity entitled to vote is the bank or
to the RF Federal Law on Shareholder Companies and OAO LUKOIL Charter, AGM
should be held not earlier than 2 months and not later than 6 months
after the end of the financial year. The dates for the next AGM have not been
announced. Please refer to LUKOIL’s website until further notice will be