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Lukoil — AGM Information 2013
Aug 9, 2013
6488_egm_2013-08-09_76221515-418d-4aae-897d-aebcacccaaf9.pdf
AGM Information
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Materials that are made available for those entitled to participate in the Extraordinary General Shareholders Meeting of OAO LUKOIL to be held on September 30, 2013
(in the form of absentee voting).
CONTENTS
| 1 | Notice of the Extraordinary General Shareholders Meeting of OAO "LUKOIL"……. | 3 |
|---|---|---|
| 2 | Agenda of the Extraordinary General Shareholders Meeting of OAO "LUKOIL"…… | 5 |
| 3 | Draft decisions of the Extraordinary General Shareholders Meeting of OAO «LUKOIL» ……………………………………………………………………… |
6 |
| 4 | Recommendations of the Board of Directors of OAO «LUKOIL» on the items on the agenda of the Extraordinary General Shareholders Meeting of OAO «LUKOIL»……. |
7 |
| 5 | Amendments to the Charter of Open Joint Stock Company "Oil company "LUKOIL" (with the table of amendments and addenda to the current version of the Charter of Open Joint Stock Company "Oil company "LUKOIL")…………………… |
8 |
| 6 | Amendments to the Regulations on the Board of Directors of OAO "LUKOIL" (with the table of amendments to the current version of the Regulations on the Board of Directors of OAO "LUKOIL") |
10 |
OPEN JOINT STOCK COMPANY "OIL COMPANY "LUKOIL"
NOTICE
of the 2013 Extraordinary General Shareholders Meeting of Open Joint Stock Company "Oil company "LUKOIL"
Dear Shareholder,
Open Joint Stock Company "Oil company "LUKOIL" located at the address: Sretensky bulvar 11, Moscow, 101000, Russian Federation, hereby informs you that the Extraordinary General Shareholders Meeting of OAO "LUKOIL" will take place on 30 September 2013 in the form of absentee voting.
Agenda of the Meeting:
-
- On the payment (declaration) of dividends based on the results of the first half of the 2013 financial year.
-
- Approval of Amendments to the Charter of Open Joint Stock Company "Oil company "LUKOIL".
-
- Approval of Amendments to the Regulations on the Board of Directors of OAO "LUKOIL".
The date of preparation of the list of persons entitled to take part in the Extraordinary General Shareholders Meeting of OAO "LUKOIL" is 15 August 2013.
In accordance with Articles 58 and 60 of the Federal Law On Joint Stock Companies, you can vote on the items of the Meeting agenda by completing the ballots and mailing them to the following address: OAO Registrator NIKoil (hereinafter the Registrar), ulitsa Ivana Franko 8, Moscow, 121108 Russian Federation. The ballots received before the deadline for the receipt of ballots, i.e before 30 September 2013, will be considered for determining a quorum of the Meeting and tallying votes.
Information on decisions taken and voting results at the Extraordinary General Shareholders Meeting of OAO "LUKOIL" will be published not later than 11 October 2013, in print media Rossiyskaya Gazeta.
The procedure for providing information (materials) to be made available to shareholders in preparation for the Extraordinary General Shareholders Meeting of OAO "LUKOIL" is in line with the deadlines established by the Federal Law On Joint Stock Companies. In preparation for the Extraordinary General Shareholders Meeting of OAO "LUKOIL", the persons entitled to take part in the Extraordinary General Shareholders Meeting of OAO "LUKOIL" are granted the opportunity to examine the information in the premises of the executive body of OAO "LUKOIL", at the address: Sretensky bulvar 11, Moscow, 101000 Russian Federation, tel. (495) 983 2171, (800) 200 9402 , at the Company's website – ww.lukoil.ru, and also at the following addresses:
(800) 200 8160
ulitsa Ivana Franko 8, Moscow, 121108 Russian Federation telephone: (495) 926 8173, 926 8160
| telephone: (8182) 65 7544 |
|---|
| telephone: (8512) 52 1040, 52 1070 |
| telephone: (8442) 24 7274, 24 7279 |
| telephone: (4012) 60 5434, 60 5464 |
| telephone: (8332) 40 5631 |
| telephone: (391) 274 6063, 221 7417, 274 6073 |
| telephone: (8152) 42 1162 |
| telephone: (831) 216 1662 |
| telephone: (8162) 73 1720 |
| telephone: (8617) 64 2900 |
| telephone: (3919) 42 5025, 46 2817 |
| telephone: (863) 244 1026 |
| telephone: (495) 578 3680 |
| telephone: (846) 379 7218, 379 7219, 379 7220 |
| telephone: (4855) 29 6600 |
| telephone: (812) 541 8248 |
| telephone: (812) 371 9868 |
| ulitsa Chernyshevskogo 60/62 А, Saratov, 410004 | telephone: (8452) 29 3236 |
|---|---|
| prospekt Bumazhnikov 2, Syktyvkar-26, Komi Republic, 167026 | telephone: (8212) 29 3180, 29 3181 |
| ulitsa Mendeleevskaya 1, Tula, 300041 | telephone: (4872) 70 0064, 30 7123 |
| ulitsa Karla Marksa 54, office 215, Chelyabinsk, 454084 | telephone: (351) 266 4770 |
| ulitsa Revolutsionnaya 9a, Yaroslavl, Yaroslavl Oblast, 150000 | telephone: (4852) 72 9314, 26 2524 |
| FKB Petrocommerce, ulitsa Pribaltiyskaya 11A, Kogalym, Tyumen Oblast, | telephone: (34667) 9 1114, 9 1052 |
| 628486 | |
| Additional office No.5 of FKB Petrocommerce in Kogalym, ulitsa Lenina 32, Langepas, Tyumen Oblast, 628672 |
telephone: (34669) 2 2658 |
| Additional office No.1 of FKB Petrocommerce in Kogalym, ulitsa Lenina 118, | telephone: (34676) 2 0266 |
| Urai, Tyumen Oblast, 628285 | |
| OAO Bank Petrocommerce, ulitsa Petrovka 24, building 1, Moscow, 127051 | telephone: (495) 411 6411, 8 (800) 200 6411 |
| Additional office of OAO Bank Petrocommerce ('Sretenka'), Sretensky bulvar | telephone: (499) 973 7655 |
| 11, Moscow, 101000 | |
| Additional office of OAO Bank Petrocommerce ('Pokrovka'), Pokrovsky bulvar | telephone: (495) 221 3031 |
| 3, building 1, Moscow, 109028 | |
| Additional office of OAO Bank Petrocommerce ('Prospekt Mira'), Prospekt Mira | telephone: (495) 780 1913, 780 1905 |
| 180, Moscow, 129366 | |
| Additional office of OAO Bank Petrocommerce ('Yakimanka'), ulitsa Malaya | telephone: (499) 973 7721 |
| Yakimanka 4, Moscow, 109180 | |
| ZAO Registrator INTRAKO, ulitsa Lenina 64, 2nd floor, Perm, 614990 | telephone: (342) 233 0163, 233 0164 |
| OAO FKB Petrocommerce, ulitsa Zakharova 11, Krasnodar, 350007 | telephone: (861) 268 7508, ext. 2670, 2460 |
| OAO FKB Petrocommerce, ulitsa Sergievskaya 9, Nizhni Novgorod, 603109 | telephone: (831) 421 4853 |
| OAO FKB Petrocommerce, prospekt Oktyabrya 25, Ufa, Republic of | telephone: (347) 282 52 54, ext. 2010 |
| Bashkortostan 450009 | |
| Branch of OAO URALSIB, ulitsa Krasnoarmeiskaya 188, Rostov-on-Don, | telephone: (863) 282 5020 |
| 344010 | |
| OAO Uglemetbank, ulitsa Molodogvardeitsev 17B, Chelyabinsk, 454138 | telephone: (351) 247 4999 |
For the purpose of ensuring the timely payment of dividends and receipt of information, we kindly ask you to promptly inform OAO Registrator NIKoil of any changes in your data (change in residence, change in banking details, etc.) by completing the Securities Ownership Registration Form and submitting it to the Registrar. Pursuant to point 5 of article 44 of the Federal Law On Joint Stock Companies neither the Company nor OAO Registrator NIKoil will be liable for the debt incurred, should you fail to provide information on such changes.
If the Securities Ownership Registration Form contains a contact e-mail address, materials for General Shareholders Meeting of OAO "LUKOIL" may be also sent by the Registrar to the said e-mail address. Procedure for amending the data in the Registered Securities Owner's personal account can be found at the Intenet site of OAO Registrator NIKoil: http://www.rcnikoil.ru/.
Board of Directors of OAO "LUKOIL"
AGENDA of the 2013 Extraordinary General Shareholders Meeting of OAO "LUKOIL"
-
- On the payment (declaration) of dividends based on the results of the first half of the 2013 financial year.
-
- Approval of Amendments to the Charter of Open Joint Stock Company "Oil company "LUKOIL".
-
- Approval of Amendments to the Regulations on the Board of Directors of OAO "LUKOIL".
DRAFT DECISIONS OF THE 2013 EXTRAORDINARY GENERAL SHAREHOLDERS MEETING OF OAO "LUKOIL"
Draft decision on item 1 on the agenda 'On the payment (declaration) of dividends based on the results of the first half of the 2013 financial year':
To pay dividends on ordinary shares of OAO "LUKOIL" based on the results of the first half of the 2013 financial year in the amount of 50 roubles per ordinary share. Payment of dividends to be made in cash from the account of OAO "LUKOIL by 31 October 2013.
If the dividends transferred by OAO "LUKOIL" are returned due to incorrect banking details in the shareholder register of OAO "LUKOIL", subsequent payments will be performed after information is provided to OAO Registrator NIKoil (hereinafter the "Registrar") on changes in payment and other details and the relevant amendments are made to the shareholder register of OAO "LUKOIL".
If dividends sent by postal money order are returned, repeat payment of dividends will be made through wire transfer to the shareholder's bank account after the latter provides the Registrar with information on its banking details and this information is entered into the shareholder register of OAO "LUKOIL".
The costs on the transfer of dividends, regardless of the means, will be paid by OAO "LUKOIL".
Draft decision on item 2 on the agenda 'Approval of Amendments to the Charter of Open Joint Stock Company "Oil company "LUKOIL"':
To approve Amendments to the Charter of Open Joint Stock Company "Oil company "LUKOIL", pursuant to the Appendix to Ballot No.2.
Draft decision on item 3 on the agenda 'Approval of Amendments to the Regulations on the Board of Directors of OAO "LUKOIL"':
To approve Amendments to the Regulations on the Board of Directors of OAO "LUKOIL", pursuant to the Appendix to Ballot No.3.
Recommendations of the Board of Directors of OAO "LUKOIL" on the items on the agenda of the 2013 Extraordinary General Shareholders Meeting of OAO "LUKOIL"
To recommend that the Extraordinary General Shareholders Meeting of OAO "LUKOIL" adopt the following decisions:
On item 1 on the agenda of the meeting:
To pay dividends on ordinary shares of OAO "LUKOIL" based on the results of the first half of the 2013 financial year in the amount of 50 roubles per ordinary share. Payment of dividends to be made in cash from the account of OAO "LUKOIL by 31 October 2013.
If the dividends transferred by OAO "LUKOIL" are returned due to incorrect banking details in the shareholder register of OAO "LUKOIL", subsequent payments will be performed after information is provided to OAO Registrator NIKoil (hereinafter the "Registrar") on changes in payment and other details and the relevant amendments are made to the shareholder register of OAO "LUKOIL".
If dividends sent by postal money order are returned, repeat payment of dividends will be made through wire transfer to the shareholder's bank account after the latter provides the Registrar with information on its banking details and this information is entered into the shareholder register of OAO "LUKOIL".
The costs on the transfer of dividends, regardless of the means, will be paid by OAO "LUKOIL".
The list of persons entitled to receive dividends shall be compiled on the date of preparation of the list of persons entitled to participate in the Extraordinary General Shareholders Meeting of OAO "LUKOIL", i.e. 15 August 2013.
The proposed decisions are based on the recommendations of the Strategy and Investment Committee of the Board of Directors of OAO "LUKOIL" (Minutes No.2 of 23 July 2013).
On item 2 on the agenda of the meeting:
To approve Amendments to the Charter of Open Joint Stock Company "Oil company "LUKOIL".
On item 3 on the agenda of the meeting:
To approve Amendments to the Regulations on the Board of Directors of OAO "LUKOIL".
A M E N D M E N T S to the Charter of Open Joint Stock Company "Oil company "LUKOIL"
- Point 8.1.of Article 8 'Shareholders Meeting' shall be revised to read as follows:
«8.1. The General Shareholders Meeting shall be the highest governance body of the Company.
The Shareholders Meeting held in the form of a meeting (joint attendance of shareholders to discuss agenda items and take decisions on issues put to a vote) with preliminary distribution (dispatch) of ballots prior to the conduct of the Meeting shall be held in the city where the Company is located (Moscow) or in the cities of Volgograd, Kogalym, Astrakhan, Nizhny Novgorod and Perm.».
- Sub-point 10.3.15 of point 10.3 of Article 10 "President of the Company and the Management Committee" shall be revised to read as follows:
«10.3.15. Appointment (approval) of the first executive vice-president, first vice-presidents, senior vice-presidents and vice-presidents.».
Table of amendments and addenda to the Charter of Open Joint Stock Company "Oil company "LUKOIL"
| № | Current version | New version | Comments |
|---|---|---|---|
| of the Charter | of the Charter | ||
| 1. | Point 8.1: «8.1. The Shareholders Meeting shall be the highest governance body of the Company.». |
Point 8.1: «8.1. The General Shareholders Meeting shall be the highest governance body of the Company. The Shareholders Meeting held in the form of a |
This amendment is being made to ensure a possibility of holding General Shareholders Meetings of OAO "LUKOIL in locations where the Company's shareholders reside |
| meeting (joint attendance of shareholders to discuss | (or are present) in large numbers, | ||
| agenda items and take decisions on issues put to a vote) with preliminary distribution (dispatch) of ballots prior to the conduct of the Meeting shall be held in the city where the Company is located (Moscow) or in the cities of Volgograd, Kogalym, Astrakhan, Nizhny Novgorod and Perm.». |
based on point 2.9 of the Regulations on additional requirements to the procedure of preparimg, convening and holding General Shareholders Meetings, approved by FCSM Order No. 12-6/pz-n of 02.02.2012 stipulating that the Shareholders Meeting should be held in a settlement (city, town, village) where a company is located, if no other venue for the meeting is established by the company charter. |
||
| 2. | Sub-point 10.3.15 of point 10.3: «10.3.15. Appointment (approval) of the first executive vice-president, first vice-presidents and vice-presidents.». |
Sub-point 10.3.15 of point 10.3: «10.3.15. Appointment (approval) of the first executive vice-president, first vice-presidents, senior vice presidents and vice-presidents.». |
This amendment is being made to clarify the powers of the President of OAO "LUKOIL" related to appointment of the Company's senior executives. |
Deleted provisions are shown in the table as strikethrough text, and new provisions are shown as bold underlined text.
A M E N D M E N T S to the Regulations on the Board of Directors of OAO "LUKOIL"
- The first sentence of point 2.10 shall be revised to read as follows:
«Notice of the meeting of the Board of Directors shall be sent by the Secretary to each Board member by registered mail with confirmation of receipt, by fax with confirmation of transmission, by e-mail using encrypted means of communication, delivered in person to the Member of the Board against a signature, or posted in an electronic document management system used by the Board of Directors of the Company (hereinafter the "Electronic System").».
- The second paragraph of point 3.2 shall be revised to read as follows:
«The written opinions on agenda items of Board members not in attendance shall be considered in determining whether there is a quorum and in tallying votes. The written opinion of a Board member shall be prepared in the form shown in Appendix No. 1 to these Regulations and shall be deemed to have been duly dispatched if delivered to the Secretary of the Board of Directors in person, sent to the Secretary of the Board by registered mail with confirmation of receipt, by fax with confirmation of transmission, by e-mail using encrypted means of communication or posted in the Electronic System. The written opinions sent by the means listed above and received prior to the start of the Board meeting shall be considered in determining whether there is a quorum, and in tallying votes. If the written opinion is sent by fax, e-mail or posted in the Electronic System, the Board member is obligated to send the original written opinion to the Secretary of the Board by post without delay.».
- Point 3.3 shall be revised to read as follows:
«3.3 A Board member may take part in a Board meeting held in the form of joint attendance by telephone or via videoconferencing. Participation in the meeting using the above means shall qualify as attendance in person.».
- Sub-point 3.11.5 shall be revised to read as follows:
«3.11.5 Upon receipt of the notice, Board members shall complete the ballots and forward them to the Secretary of the Board of Directors by the deadlines established by the decision on absentee voting. The completed ballots shall be deemed to have been duly forwarded if they are delivered to the Secretary of the Board of Directors in person, sent to the Secretary of the Board by registered mail with confirmation of receipt, by fax with confirmation of transmission, by e-mail using encrypted means of communication or posted in the Electronic System. The date of submission of ballots shall be the date of hand-delivery to the Secretary of the Board of Directors or the date of the delivery notice, or the date of fax transmission, the date of sending them by e-mail or posting them in the Electronic System. If the ballots are sent by fax, e-mail or posted in the Electronic System, the Board member is obligated to send the original absentee voting ballots to the Secretary of the Board by post without delay.».
- Sub-point 3.11.6 shall be revised to read as follows:
«3.11.6 Members of the Board of Directors whose ballots were received not later than 18.00/06.00 p.m. (six p.m.) Moscow time of the date indicated in the decision on holding an absentee voting meeting as the deadline for the receipt of ballots are considered to have taken part in the vote.».
- «Procedure for taking account of the Written Opinion" as per Appendix 1 to the Regulations on the Board of Directors of OAO "LUKOIL" shall be revised to read as follows:
«The Board Member not attending the meeting in person shall put his/her signature in the line of the Written Opinion Form that corresponds to his/her decision. The Director's written opinion shall be taken into account when determining whether the meeting is quarate, and also when counting the voting results at the meeting of the Board of Directors, provided the said Written Opinion is delivered to the Secretary of the Board of Directors in person, by registered mail with confirmation of receipt, by fax with confirmation of transmission, by email using encrypted means of communication or posted in the Electronic System, prior to the start of the meeting. If the written opinion is sent by fax, e-mail or posted in the Electronic System, the Board member is obligated to send the original written opinion to the Secretary of the Board by post without delay.».
Table of amendments and addenda to the Regulations on the Board of Directors of OAO "LUKOIL" (hereinafter the "Regulations")
| № | Current version | Proposed amendments to | Comments |
|---|---|---|---|
| of the Regulations | the Regulations | ||
| 1. | The first sentence of point 2.10: | The first sentence of point2.10: | This amendment stipulating additional |
| «Notice of the meeting of the Board of Directors shall be sent by the Secretary to each Board |
«Notice of the meeting of the Board of Directors shall be sent by the Secretary to each Board |
means of sending meeting notices to Board members by using encrypted means of communication or |
|
| member by registered mail with confirmation of receipt, by fax with confirmation of transmission, |
member by registered mail with confirmation of receipt, by fax with confirmation of |
by posting them in an electronic document management system of the |
|
| or delivered in person to the Member of the | transmission, by e-mail using encrypted means | Company's Board of Directors, is | |
| Board against a signature, or sent in such other | of communication, delivered in person to the |
being made to ensure prompt delivery |
|
| manner as is specified by the decision of the | Member of the Board against a signature, or sent |
of materials to the Board members for | |
| Chairman on holding the meeting.». | in such other manner as is specified by the | review and making an informed |
|
| decision of the Chairman on holding the meeting or posted in an electronic document |
opinion for voting on agenda items of Board meetings. |
||
| management system used by the Board of | |||
| Directors of the Company (hereinafter the | |||
| "Electronic System").». | |||
| 2. | The second paragraph of point 3.2: | The second paragraph of point 3.2: | |
| This amendment is being made to |
|||
| «The written opinions on agenda items of Board members not in attendance shall be considered in |
«The written opinions on agenda items of Board members not in attendance shall be considered |
establish state-of-the-art methods (by e-mail using encrypted means of |
|
| determining whether there is a quorum and in | in determining whether there is a quorum and in | communication or by posting |
|
| tallying votes. The written opinion of a Board | tallying votes. The written opinion of a Board | documents in an electronic document | |
| member shall be deemed to have been duly | member shall be prepared in the form shown | management system used by the Board | |
| dispatched if sent to the Secretary in the form | in Appendix No. 1 to these Regulations and | of Directors of the Company) to |
|
| shown in Appendix No. 1 to these Regulations by | shall be deemed to have been duly dispatched if |
ensure prompt delivery of written | |
| registered mail with confirmation of receipt, by | delivered to the Secretary of the Board of |
opinions if they are unable to attend a | |
| fax with confirmation of transmission, or |
Directors in person, sent to the Secretary in the |
Board meeting held in praesentia/ in | |
| delivered to the Secretary in person against a signature. The written opinions received by the |
form shown in Appendix No. 1 to these Regulations by registered mail with |
person Also, a norm is being introduced for |
| Secretary prior to the start of the Board meeting shall be considered in determining whether there is a quorum, and in tallying votes.». |
confirmation of receipt, by fax with confirmation of transmission, by e-mail using encrypted means of communication or posted in the Electronic System or delivered to the Secretary in person against a signature. The written opinions sent by the means listed above and received prior to the start of the Board meeting received by the Secretary prior to the start of the Board meeting shall be considered in determining whether there is a quorum, and in tallying votes. If the written opinion is sent by fax, e-mail or posted in the Electronic System, the Board member is obligated to send the original written opinion to the Secretary of the Board by post without delay.». |
the above cases obligating Board members to send the original written opinions to the Secretary of the Board of Directors by post. |
|
|---|---|---|---|
| 3. | Point 3.3: «A Board member unable to attend the meeting in person may take part in the meeting by telephone or via teleconferencing. In this case, such member's vote shall be counted in determining quorum and tallying votes only if the member has prepared a written opinion in accordance with point 3.2 of these Regulations.». |
Point 3.3: «A Board member unable to attend the meeting in person may take part in a Board meeting held in the form of joint attendance by telephone or via tele videoconferencing. In this case, such member's vote shall be counted in determining quorum and tallying votes only if the member has prepared a written opinion in accordance with point 3.2 of these Regulations. Participation in the meeting using the above means shall qualify as attendance in person.». |
In order to specify the form of joint attendance, an amendment is being made to qualify participation of a Board member in a meeting of the Board of Directors by telephone or via videoconferencing as attendance in person, cancelling the need to complete written opinions for such cases. |
| 4. | Sub-point 3.11.5: «Upon receipt of the notice, Board members shall complete the ballots and forward the original ballots to the Secretary of the Board of Directors |
Sub-point 3.11.5: «Upon receipt of the notice, Board members shall complete the ballots and forward them original ballots to the Secretary of the Board of |
This amendment is being made to establish state-of-the-art methods (by e-mail using encrypted means of communication or by posting |
| by the deadlines established by the decision on | Directors by the deadlines established by the | documents in an electronic document | |
|---|---|---|---|
| absentee voting. Ballots shall be deemed to have | decision on absentee voting. The completed | management system used by the Board | |
| been duly forwarded if they are delivered to the | ballots shall be deemed to have been duly | of Directors of the Company) to |
|
| Secretary or sent to the Company by registered | forwarded if they are delivered to the Secretary | ensure prompt delivery of ballots by | |
| mail with confirmation of receipt. The date of | of the Board of Directors in person, or sent to |
the Board members to the Company | |
| submission of ballots shall be the date of the | the Company Secretary of the Board by |
during absentee voting. | |
| delivery notice or the date of delivery of the | registered mail with confirmation of receipt, by | ||
| ballots to the Secretary.». | fax with confirmation of transmission, by e | Also, a norm is being introduced for | |
| mail using encrypted means of | the above cases obligating Board | ||
| communication or posted in the Electronic | members to send the original absentee | ||
| System. The date of submission of ballots shall | voting ballots to the Secretary of the | ||
| be the date of hand-delivery to Secretary of | Board of Directors by post. | ||
| the Board of Directors or the date of the |
|||
| delivery notice, or the date of fax transmission, | |||
| the date of sending them by e-mail or posting | |||
| them in the Electronic System.delivery of the | |||
| ballots to the Secretary. | |||
| If the ballots are sent by fax, e-mail or posted | |||
| in the Electronic System, the Board member | |||
| is obligated to send the original absentee |
|||
| voting ballots to the Secretary of the Board by |
|||
| post without delay.». | |||
| 5. | Sub-point 3.11.6: |
Sub-point 3.11.6: |
|
| This amendment is being made to set |
|||
| «Members of the Board of Directors who send | «Members of the Board of Directors whose | the deadline for accepting absentee | |
| their ballots by the deadlines and pursuant to the | send their ballots were received not later than |
voting ballots in order to determine | |
| procedure established by point 3.11.5 of these | 18.00/06.00 p.m. (six p.m.) Moscow time of | and disclose voting results in |
|
| Regulations are considered to have taken part in | the date indicated in the decision on holding | accordance with the mandatory |
|
| the vote.». | an absentee voting meeting as the deadline for | information disclosure commitments | |
| the receipt of ballots by the deadlines and | made by the Company. | ||
| pursuant to the procedure established by point | |||
| 3.11.5 of these Regulations are considered to |
|||
| have taken part in the vote. ». |
| 6. | «Procedure for taking account of the Written | «Procedure for taking account of the Written | |
|---|---|---|---|
| Opinion" as per Appendix 1 to the Regulations |
Opinion" as per Appendix 1 to the Regulations on | This amendment is being made to |
|
| on the Board of Directors of OAO | the Board of Directors of OAO "LUKOIL": | establish state-of-the-art methods (by | |
| "LUKOIL": | e-mail using encrypted means of |
||
| The Board Member not attending the meeting in | communication or by posting |
||
| "The Board Member not attending the meeting in | person shall put his/her signature in the line of | documents in an electronic document | |
| person shall put his/her signature in the line of the | the Written Opinion Form that corresponds to |
management system used by the Board | |
| Written Opinion Form that corresponds to his/her | his/her decision. The Director's written opinion | of Directors of the Company) to |
|
| decision. The Director's written opinion shall be | shall be taken into account when determining | ensure prompt delivery of written | |
| taken into account when determining whether the | whether the meeting is quarate, and also when | opinions if they are unable to attend a | |
| meeting is quarate, and also when counting the | counting the voting results at the meeting of the | Board meeting held in praesentia/ in | |
| voting results at the meeting of the Board of | Board of Directors, provided the said Written | person. | |
| Directors, provided the said Written Opinion is | Opinion is delivered to the Secretary of the | Also, a norm is being introduced for | |
| delivered to the Secretary of the Board of | Board of Directors in person, by registered mail |
the above cases obligating Board | |
| Directors by registered mail with confirmation of |
with confirmation of receipt, by fax with | members to send the original written | |
| receipt, by fax with confirmation of transmission | confirmation of transmission, by e-mail using | opinions to the Secretary of the Board |
|
| or in person against receipt confirmation, prior to | encrypted means of communication or posted | of Directors by post. | |
| ». the start of the meeting. |
in the Electronic System or in person against |
||
| receipt confirmation, prior to the start of the | |||
| meeting. If the written opinion is sent by fax, | |||
| e-mail or posted in the Electronic System, the | |||
| Board member is obligated to send the |
|||
| original written opinion to the Secretary of | |||
| the Board by post without delay.». |
Deleted provisions are shown in the table as strikethrough text, and new provisions are shown as bold underlined text.