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25.04.2016 Re AGM Agenda

25.04.2016 

Re AGM Agenda 

THE BOARD OF DIRECTORS OF PJSC LUKOIL APPROVES AGENDA OF ANNUAL GENERAL MEETING

On 25 April 2016 a meeting of the Board of Directors of PJSC “LUKOIL” resolved to hold the Annual General Shareholders Meeting of PJSC “LUKOIL”. The Annual General Shareholders Meeting will be held in Perm at 12:00 p.m. on 23 June 2016 at the following address: Yury Gagarin Conference and Event Centre, ulitsa Mira 39, Perm. Registration of persons participating in the meeting shall begin at 10:00 a.m.

It was determined that the date of preparation of the list of persons entitled to participate in the Annual General Shareholders Meeting shall be 10 May 2016.

The postal address to which completed ballots may be sent: OOO «Registrator «Garant», Krasnopresnenskaya Naberezhnaya 6, Moscow, 123100. The deadline for receipt of completed ballots shall be 20 June 2016.

The Board of Directors approved the following agenda for the Annual General Shareholders Meeting of PJSC “LUKOIL”.

  1. Approval of the 2015 Annual Report of PJSC “LUKOIL” and the annual accounting (financial) statements, including the income statement of the Company, and also distribution of profits and adoption of a decision on payment (declaration) of dividends based on the 2015 annual results.

  2. Election of the members of the Board of Directors of PJSC “LUKOIL”.

  3. Appointment of the President of PJSC “LUKOIL”.

  4. Election of the members of the Audit Commission of PJSC “LUKOIL”.

  5. On the remuneration and reimbursement of expenses to members of the Board of Directors of PJSC “LUKOIL”.

  6. On the remuneration of members of the Audit Commission of PJSC “LUKOIL”.

  7. Approval of the Auditor of PJSC “LUKOIL”.

  8. Approval of Amendments and addenda to the Charter of Public Joint Stock Company “Oil company “LUKOIL”.

  9. Approval of Amendments and addenda to the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO “LUKOIL”.

  10. Approval of Amendments and addenda to the Regulations on the Board of Directors of OAO “LUKOIL”.

  11. Approval of a new version of the Regulations on the Management Committee of PJSC “LUKOIL”.

  12. On the approval of an interested-party transaction.

The Board of Directors has approved the list of materials to be provided to shareholders while preparing for the Annual General Shareholders Meeting.

The Board of Directors also approved recommendations on voting all items on the agenda.

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 provided to the shareholders in preparation for the Annual General Shareholders Meeting. These documents will be available on the Company’s websites at www.lukoil.ru (in Russian) and at www.lukoil.com (in English) from 20 May 2016.

In particular it was recommended that the Annual General Shareholders Meeting adopt the following decisions:

  • To approve the annual accounting (financial) statements, including the income statement of the Company, and also the distribution of profits based on the 2015 annual results as follows:

The net profit of PJSC “LUKOIL”* based on the 2015 annual results equalled 302,294,681,000 roubles.

* Profits reflect unconsolidated profits of PJSC “LUKOIL” in accordance with the Russian Accounting Standards.

The net profit in the amount of 95,263,084,560 roubles based on the 2015 annual results (excluding the profit distributed as interim dividends of 55,286,611,575 roubles for the first nine months of 2015) be distributed for the payment of dividends.

The rest of the profit shall be left undistributed.

To pay dividends on ordinary shares of PJSC “LUKOIL” based on the 2015 annual results in an amount of 112 roubles per ordinary share (excluding the interim dividends of 65 roubles per ordinary share paid for the first nine months of 2015). The total amount of dividends payable for 2015 including the earlier paid interim dividends will be 177 roubles per ordinary share. The dividends of 112 roubles per ordinary share be paid using monetary funds from the account of PJSC “LUKOIL”:

  • Dividend payments to nominee shareholders and trust managers who are professional market participants registered in the shareholder register of PJSC “LUKOIL” to be made not later than 25 July 2016,

  • Dividend payments to other persons registered in the shareholder register of PJSC “LUKOIL” to be made not later than 15 August 2016.

The costs on the transfer of dividends, regardless of the means, will be paid by PJSC “LUKOIL”.

To propose that the Annual General Shareholders Meeting set 12 July 2016 as the date on which persons entitled to receive dividends based on the 2015 annual results will be determined.

  • To elect the Board of Directors of PJSC “LUKOIL”, consisting of 11 members, from the list of candidates approved by the Board of Directors of PJSC “LUKOIL” on 4 March 2016.

  • To appoint Vagit Yu. Alekperov as the President of PJSC "LUKOIL".

  • To elect the Audit Commission of PJSC “LUKOIL” from the list of candidates approved by the Board of Directors of PJSC “LUKOIL” on 4 March 2016.

  • To approve the independent auditor of PJSC "LUKOIL" — Joint stock company KPMG.

  • To approve Amendments and addenda to the Charter of Public Joint Stock Company “Oil company “LUKOIL”, to the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO “LUKOIL”, to the Regulations on the Board of Directors of OAO “LUKOIL”, and to approve a new version of the Regulations on the Management Committee of PJSC “LUKOIL”.

  • To approve an interested-party transaction.