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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:

    1. On the payment (declaration) of dividends based on the results of the first half of the 2013 financial year.
    1. Approval of Amendments to the Charter of Open Joint Stock Company "Oil company "LUKOIL".
    1. 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"

    1. On the payment (declaration) of dividends based on the results of the first half of the 2013 financial year.
    1. Approval of Amendments to the Charter of Open Joint Stock Company "Oil company "LUKOIL".
    1. 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"

  1. 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.».

  1. 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"

  1. 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").».

  1. 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.».

  1. 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.».

  1. 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.».

  1. 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.».

  1. «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
e-mail
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.