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11.07.2005 FSFM Disclosure

11.07.2005
FSFM Disclosure  

ANNOUNCEMENT OF A MATERIAL FACT
INFORMATION ON THE RESOLUTIONS BY THE GENERAL MEETINGS

1. General information
1.1. Full trade name of the issuer: Open Joint Stock Company "Oil Company "LUKOIL"
1.2. Abbreviated trade name of the issuer: OAO "LUKOIL"
1.3. Location of the issuer: 11 Sretensky boulevard, Moscow, 101000, Russia
1.4. Primary State Registration Number: 1027700035769
1.5. Taxpayer identification number: 7708004767
1.6. Unique code assigned by the registering authority: 00077-A
1.7. Web-site for information disclosure by the issuer: www.lukoil.ru
1.8. Name of periodical editions used for publication of information on material facts: Izvestiya newspaper, Prilozheniye k Vestniku FSFR magazine
1.9. Code of the material fact: 1000077A11072005

2. Description of the announcement
2.1. Type of general shareholders meeting: annual
2.2. Form of general shareholders meeting: meeting (joint presence of shareholders for discussion of agenda items and endorsement of resolutions on issues put to vote) with preliminary distribution of voting ballots prior to the general shareholders meeting.
2.3. Date and location of the annual general shareholders meeting: June 28, 2005, 11 Sretensky boulevard, Moscow, OAO "LUKOIL".
2.4. General meeting quorum: quorum registered. Shareholders and their representatives possessing in total 780,120,378 ordinary shares which represent 91.71% of the total voting shares of OAO "LUKOIL" participated in the annual general shareholders meeting.
2.5. Issues put to vote and voting results.
  1. Approval of the Annual Report of OAO "LUKOIL" for 2004, the annual financial statements, including the income statements (profit and loss accounts) of the Company, and also the distribution of profits, including the payment (declaration) of dividends, and the losses of the Company based on the results of the financial year. Establishment of the amount, period and form of payment of dividends.
  Voting results on Item 1 of the agenda:
"For" - 757,673,140 (97.08%)
"Against" - 5,096
"Abstained" - 233,132
  2. Election of the members of the Board of Directors.
  Voting results on Item 2 of the agenda:
Vagit Yu. Alekperov - 1,530,453,972 votes
Mikhail P. Berezhnoi - 615,476,623 votes
Valery I. Grayfer - 719,705,021 votes
Tatiana S. Yesaoulkova - 61,787,284 votes
Oleg E. Kutafin - 613,415,729 votes
Ravil U. Maganov - 711,531,433 votes
Richard Matzke - 234,844,720 votes
Kevin Meyers - 1,211,328,966 votes
Sergei A. Mikhailov - 617,926,611 votes
Nikolai A. Tsvetkov - 658,943,746 votes
Igor V. Sherkunov - 563,785,157 votes
Alexander N. Shokhin - 554,975,858 votes
Against all candidates - 8,779,764
Abstained on all candidates - 422,829,077
  3. Election of the members of the Audit Commission.
  Voting results on Item 3 of the agenda:
Pavel G. Kondratyev
"For" - 742,336,613 (98.55%)
"Against" - 5,243
"Abstained" - 6,538,383
Vladimir N. Nikitenko
"For" - 742,322,866 (98.55%)
"Against" - 6,840
"Abstained" - 6,587,751
Tatyana S. Sklyarova
"For" - 741,782,849 (98.48%)
"Against" - 5,610
"Abstained" - 6,579,778
  4. On the remuneration and compensation of expenses to the members of the Board of Directors and the Audit Commission of OAO "LUKOIL".
  Voting results on Item 4 of the agenda:
"For" - 769,429,137 (98.58%)
"Against" - 402,645
"Abstained" - 6,683,699
  5. Approval of the Company's Auditor.
  Voting results on Item 5 of the agenda:
"For" - 774,849,460 (99.28%)
"Against" - 1,517,495
"Abstained" - 202,223
  6. Approval of amendments and addenda to the Charter of the Open Joint Stock Company "Oil company "LUKOIL".
  Voting results on Item 6 of the agenda:
"For" - 776,222,124 (99.45%)
"Against" - 6,813
"Abstained" - 312,808
  7. Approval of amendments and addenda to the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO "LUKOIL".
  Voting results on Item 7 of the agenda:
"For" - 775,523,390 (99.36%)
"Against" - 707,751
"Abstained" - 264,336
  8. Approval of amendments and addenda to the Regulations on the Board of Directors of OAO "LUKOIL".
Voting results on Item 8 of the agenda:
"For" - 775,500,226 (99.36%)
"Against" - 711,869
"Abstained" - 271,248
  9. On the approval of transactions involving interested/related parties.
  Voting results on Item 9 of the agenda:
"For" - 726,867,446 (90.75%)
"Against" - 1,072,365
"Abstained" - 332,518
2.6. The Annual general shareholders meeting resolved to approve the following wording of resolutions.
1. To approve the Annual Report of OAO "LUKOIL" for 2004, the annual financial statements, including the income statements (profit and loss accounts) of the Company, and also the distribution of profits:
Net profit of OAO "LUKOIL" for distribution for 2004 - 78,027,792 thousand rubles.
Distribution - 78,027,792 thousand rubles,
including:
Payment of dividends for 2004 - 23,815,771 thousand rubles,
Long term investments and loans to subsidiaries and associates for investment purposes - 54,212,021 thousand rubles,
including:
for backing the long term investments under the loans to subsidiaries and associates for investment purposes that were not supported by the own sources based on the year 2003 results - 43,994,139 thousand rubles,
for long-term investments and loans to subsidiaries and associates for investment purposes in 2004 - 10,217,882 thousand rubles.
To pay dividends based on the Company's performance in 2004 in the amount of 28 rubles per ordinary share. To establish the period of payment of dividends from July to December 2005. To carry out payment of dividends in the monetary form through a payment agent.
2. To elect 11 members of the Board of Directors of OAO "LUKOIL" out of the list of candidates approved by the Board of Directors of OAO "LUKOIL" on February 4, 2005, (Minutes of Meeting #4):
1. Vagit Yu. Alekperov
2. Mikhail P. Berezhnoi
3. Valery I. Grayfer
4. Oleg E. Kutafin
5. Ravil U. Maganov
6. Richard Matzke
7. Kevin Meyers
8. Sergei A. Mikhailov
9. Nikolai A. Tsvetkov
10. Igor V. Sherkunov
11. Alexander N. Shokhin
3. To elect the members of the Audit Commission:
Pavel G. Kondratyev
Vladimir N. Nikitenko
Tatyana S. Sklyarova
4. To recognize appropriate to maintain the amount of the remunerations to the members of the Board of Directors and the Audit Commission of OAO "LUKOIL" established by a decision of the Annual general shareholders meeting of OAO "LUKOIL" dated June 24, 2004, (Minutes of Meeting #1). To pay the remuneration and compensation of expenses to the members of the Board of Directors and the Audit Commission of OAO "LUKOIL" in accordance with the Appendix.
5. To approve ZAO KPMG as the Company's independent auditor.
6. To approve the amendments and addenda to the Charter of the Open Joint Stock Company "Oil company "LUKOIL" in accordance with the Appendix.
7. To approve the amendments and addenda to the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO "LUKOIL" in accordance with the Appendix.
8. To approve the amendments and addenda to the Regulations on the Board of Directors of OAO "LUKOIL" in accordance with the Appendix.
9. To approve the transactions involving interested/related parties in accordance with the Appendix.
Additional information is available on the web-site of OAO "LUKOIL" at www.lukoil.ru