AGM Information • Apr 29, 2022
AGM Information
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Materials that are made available for those entitled to participate in the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" to be held on 30 May 2022
(in the form of an absentee voting meeting)
| 1. | Notice of the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" |
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| 2. | Agenda of the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" |
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| 3. | Position and recommendations of the Board of Directors of PJSC "LUKOIL" on the items on the agenda of the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" |
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| 4. | Draft resolutions of the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" |
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| 5. | Information on the candidate for the position of the President of PJSC "LUKOIL" and information on a written consent of the candidate to be appointed President of PJSC "LUKOIL" |
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| 6. | Instructions for shareholders of PJSC "LUKOIL" using the electronic voting solution for the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" |
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Public Joint Stock Company "Oil company "LUKOIL" location: Moscow; address: Sretensky bulvar 11, Moscow, 101000, Russian Federation, hereby informs you that, based on the decision of the Board of Directors of PJSC "LUKOIL" of 21 April 2022, an Extraordinary General Shareholders Meeting of PJSC "LUKOIL" will take place on 30 May 2022 in the form of an absentee voting meeting, with the following agenda:
ballots may be completed, and the QR-code for prompt
connection to the said website:
The deadline for the receipt of ballots 30 May 2022 Postal address the completed and signed ballots must be sent to: OOO «Registrator «Garant», Krasnopresnenskaya Naberezhnaya 8, second floor, office 228, Presnensky Municipal District Intra-city territory of a city of federal significance, Moscow, 123100, Russian Federation The date of determining (formalizing) the persons entitled to take part in the Extraordinary General Shareholders Meeting: 5 May 2022 Classes (types) of shares whose owners have the right to vote on all agenda items of the Extraordinary General Shareholders Meeting: Registered Ordinary Shares Identification details of the shares whose holders are entitled to take part in the Extraordinary General Shareholders Meeting: State Registration Number of the securities issue: 1-01-00077-А dated 25 June 2003 The URL of the website in the information and telecommunications network Internet where electronic voting https://evoting.reggarant.ru/Voting/Lk
Please kindly note that the persons entitled to participate in the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" (the Company) may take part in the Company's Extraordinary General Shareholders Meeting by completing their voting ballots electronically on the website https://evoting.reggarant.ru/Voting/Lk in the information and telecommunications network Internet, with the Instructions for users of the electronic voting solution available on the Company's websites www.lukoil.ru (in Russian), www.lukoil.com (in English) in the information and telecommunications network Internet. Access for completing electronic voting ballots shall be granted from 6 May 2022 to the shareholders who register their title to shares in the Company's Shareholder Register, while shareholders who are clients of nominee holders shall be granted access after the said nominee holders provide OOO «Registrator «Garant» (the Registrar) keeping the Company's Shareholder Register with information on persons entitled to participate in the Extraordinary General Shareholders Meeting of PJSC "LUKOIL".
If the Company's Shareholder Register contains information on the email address of a person entitled to participate in the General Shareholders Meeting, then the ballots for voting shall be sent to such person in the form of an electronic message to his/her email address specified in the Company's Shareholder Register. In this case, voting can be performed by printing, completing and sending the ballots attached to the electronic message by mail to the address: OOO «Registrator «Garant», Krasnopresnenskaya Naberezhnaya 8, second floor, office 228, Presnensky Municipal District Intra-city territory of a city of federal significance, Moscow, 123100, Russian Federation. If so, the voting ballots must be signed without fail. Information on the shareholder's e-mail address may be provided by the shareholder by submitting the Registered Natural/Legal Person's Form containing information about the e-mail address to the Registrar. The Registrar charges no fee for submitting the Registered Natural/Legal Person's Form.
The ballots received by PJSC "LUKOIL" by the deadline for the receipt of ballots and the electronic ballots completed at https://evoting.reggarant.ru/Voting/Lk in the information and telecommunications network Internet by the said deadline will be counted for determining a quorum of the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" and tallying votes.
Information (materials) to be provided to persons entitled to participate in the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" in preparation for the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" will be available on the Company's websites www.lukoil.ru (in Russian), www.lukoil.com (in English) in the information and telecommunications network Internet starting from the date of publication on the said websites (not later than 9 May 2022); and from 10 May 2022, from 10:00 a.m. to 05:00 p.m. on business days, in the premises of the executive body of PJSC "LUKOIL", at the address: Sretensky bulvar 11, Moscow, 101000 Russian Federation, tel. 8 (495) 981 7320 or 8 (495) 780 1943, as well as at the Registrar's addresses: Krasnopresnenskaya Naberezhnaya 8, Moscow, 123100, Russian Federation, tel. 8 (495) 221 3112, 8 (800) 500 2947; Nevsky prospect, 21 A, 13H-1/1, fifth floor, office 511 (Mertens Business Center), St. Petersburg, 191186, Russian Federation, tel. +7 (812) 644 8768, +7 (904) 645 5786, +7 (495) 221 3112 (ext. 2936, 2937) and to the addresses of the transfer agents of OOO «Registrator «Garant» indicated on the Registrar's official website http://www.reggarant.ru/index.php/ru/transferagentskie-punkty.
Access to information (materials) for the Extraordinary General Shareholders Meeting shall be granted for voting electronically on the website https://evoting.reggarant.ru/Voting/Lk in the information and telecommunications network Internet.
The decisions taken by the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" and voting results will be communicated to the persons on the list of persons entitled to take part in the Meeting in the form of a Report on Voting Results to be made available on the Company's official websites www.lukoil.ru, www.lukoil.com in the information and telecommunications network Internet by 3 June 2022.
For the purpose of ensuring your rights as a shareholder of PJSC "LUKOIL", we kindly ask you to inform OOO «Registrator «Garant», the company keeping the Company's Shareholder Register, of any changes in your data (full name, change in residence/domicile, change in banking details, passport and other data) in a timely manner by completing the Registered Natural/Legal Person's Form and submitting it to the Registrar. Pursuant to Clause 16, Article 8.2 of the Federal Law On Securities Market neither the Company nor the Registrar will be liable for the loss incurred, should you fail to provide information on such changes.
More details on the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" will be available if contacted at: 8 (495) 981 7320 or 8 (495) 780 1943, [email protected].
Board of Directors of PJSC "LUKOIL"


Pursuant to Paragraph 4, Clause 4, Article 69 of the Federal Law No. 208-FZ of 26 December 1995 On Joint Stock Companies, when the sole executive body of the company cannot execute his/her duties, the board of directors of the company shall be entitled to adopt a decision to set up an interim sole executive body of the company and on holding an extraordinary shareholders meeting to resolve on the early termination of powers of the sole executive body of the company and on the formation of a new sole executive body.
Due to impossibility of President of PJSC "LUKOIL" Vagit Yusufovich Alekperov to perform his duties as the sole executive body PJSC "LUKOIL" due to the sanctions imposed on him, and based on a notification received from V.Yu. Alekperov on his early resignation as President of PJSC "LUKOIL", the Board of Directors by its decision of 21 April 2022 (Minutes No.8) resolved to appoint an interim sole executive body for the period to the date of formation of a new sole executive body of the Company by an Extraordinary Shareholders Meeting of PJSC "LUKOIL" and to call an Extraordinary Shareholders Meeting of PJSC "LUKOIL" to decide on the early termination of powers of President of PJSC "LUKOIL" Vagit Yusufovich Alekperov and appointment of Vadim Nikolaevich Vorobyov as a new President of PJSC "LUKOIL".
To terminate early the powers of President of PJSC "LUKOIL" Vagit Yusufovich Alekperov.
According to point 10.1 of the Company Charter, the President of the Company is appointed by the General Shareholders Meeting of the Company for a term of 5 years.
Based on Clause 7, Article 53 of the Federal Law On Joint Stock Companies, the Board of Directors of PJSC "LUKOIL", at its own discretion, included Vadim Nikolaevich Vorobyov in the list of candidates for voting for the position of the President of PJSC "LUKOIL". Vadim Nikolaevich Vorobyov has given his written consent to be appointed to the position of the President of PJSC "LUKOIL".
To appoint Vadim Nikolaevich Vorobyov as the President of PJSC "LUKOIL".
No special opinions on items on the agenda of the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" have been filed by the members of the Board of Directors of PJSC "LUKOIL" during preparations for the Extraordinary General Shareholders Meeting of PJSC "LUKOIL".

Resolution proposed for voting on Agenda Item 1 Early termination of powers of the President of PJSC "LUKOIL"
To terminate early the powers of President of PJSC "LUKOIL" Vagit Yusufovich Alekperov.
To appoint Vadim Nikolaevich Vorobyov as the President of PJSC "LUKOIL".

Has two higher education degrees (graduated from N.I. Lobachevsky Gorky State University in 1983 and from N.I. Lobachevsky Nizhny Novgorod State University in 1998). Candidate of Economics (PhD). Honored Oil Specialist. Awarded four medals, including a Medal of the Order "For Merit to the Fatherland", 1st and 2nd class, and the Order of Friendship. Distinguished employee of the Company. 1981–1992: served at local youth and party bodies. 1990–1998: management positions at Nizhny Novgorod insurance and banking institutions. 1998–2002: Vice-President, Development, President of JSC "Oil Company NORSI-OIL". 2002–2005: General Director of OOO "LUKOIL-Volganefteprodukt". 2005–2009: Vice-President, Head of the Main Division of Petroleum Product Sales Coordination in Russia of OAO "LUKOIL". 2009–2012: Vice-President, Head of the Main Division of Petroleum Product Sales Coordination of OAO "LUKOIL". 2012–2016: Vice-President for Petroleum Product Sales Coordination of PJSC "LUKOIL". 2016–2017: Vice-President for Oil Refining, Gas Processing and Petrochemicals of PJSC "LUKOIL". 2017–2018: Senior Vice President for Sales and Supplies of PJSC "LUKOIL". 2018–2020: First Vice-President of PJSC "LUKOIL". Since 2020: First Executive Vice- President of PJSC "LUKOIL". Since 2010: member of the Management Committee.
The candidate has given his written consent to be appointed President of PJSC "LUKOIL".

Instructions for shareholders of PJSC "LUKOIL" using the electronic voting solution for the General Shareholders Meeting of PJSC "LUKOIL"
Please be informed that access for completing electronic voting ballots shall be granted to the shareholders who register their title to shares in the Company's shareholder register on the date following the date on which persons entitled to participate in the General Meeting are determined, while shareholders who are clients of nominee holders shall be granted access after the said nominee holders provide OOO «Registrator «Garant», the company keeping the Company's Shareholder Register, with information on persons entitled to participate in the General Shareholders Meeting of PJSC"LUKOIL".
To use the e-voting service:
| 1. Follow the link: https://evoting.reggarant.ru/Voting/Lk or use the QR code to reach the website immediately. |
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| 2. On the opening page, choose your preferred identification method: - via your certified account at the State Services Portal (https://gosuslugi.ru); - using your credentialsissued by OOO «Registrator «Garant». If you are a registered user of the Shareholder's Personal Account service, please use your credentials to enter. |
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| 3. Check the relevant box to confirm that you agree with the e-voting rules. (This is mandatory to continue using the Service). 4. To receive notifications on the progress of the General Shareholders Meeting and on the voting results please provide your mobile phone number and/or email address and check Email Notifications and/or Text (SMS) Notifications boxes and confirm your mobile phone number by pressing "Confirm". 5. Save changes. |
| 6. In the List of Meetings section, choose | |
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| the available meeting and click on the VOTE button to proceed to the ballot. |
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| 7. On the electronic voting ballot page: 7.1. Read the Meeting agenda, resolutions on agenda items that have been put to the vote, and information (reference materials) for the Meeting; |
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| 7.2. Click to choose the voting option |
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| ("FOR," "AGAINST," "ABSTAIN") on each item on the agenda; |
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| 7.3. Click on the VOTE button. |
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OS: Windows 7 and higher Browser: Google Chrome 61+ Channel throughput: 10Mb and higher
OS: Android 4.2 and higher, IOS Browser: Google Chrome, Safari Display resolution: 1280х720 pixels and more
If you have any questions regarding the E-voting Service, please contact OOO «Registrator «Garant»: call +7 800 500 29 47 or email: [email protected].
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