Materials that are made available for those entitled to participate in the Annual General Shareholders Meeting of PJSC "LUKOIL" to be held on June 23, 2016

1.	Notice of the Annual General Shareholders Meeting of PJSC "LUKOIL"	4
2.	Agenda of the Annual General Shareholders Meeting of PJSC "LUKOIL"	6
3.	Draft decisions of the Annual General Shareholders Meeting of PJSC "LUKOIL"	7
4.	Recommendations of the Board of Directors of PJSC "LUKOIL" on the items of the agenda of the Annual General Shareholders Meeting of PJSC "LUKOIL"	10
5.	Information on candidates for the Board of Directors of PJSC "LUKOIL" including information on presence of a written consent of candidates for the Board of Directors of PJSC "LUKOIL"	14
6.	Information on the candidate for the position of the President of PJSC "LUKOIL" including information on presence of a written consent of the candidate for the President of PJSC "LUKOIL"	18
7.	Information on candidates for the Audit Commission of PJSC "LUKOIL" including information on presence of a written consent of candidates for the Audit Commission of PJSC "LUKOIL"	19
8.	Report of the Audit Commission of PJSC "LUKOIL" on the results of reviewing of the annual financial and business statements of PJSC "LUKOIL" for 2015	20
9.	Report of the Audit Commission of PJSC "LUKOIL" on the results of reviewing of PJSC "LUKOIL" Annual report for 2015	23
10.	Independent Auditors' Report on the financial statements of PJSC "LUKOIL"	26
11.	Examination of the Independent Auditors' Report performed by the Audit Committee of the Board of Directors of PJSC "LUKOIL"	30
12.	PJSC "LUKOIL" Balance Sheet as of December 31, 2015	31
13.	PJSC "LUKOIL" Income Statement for the year ended December 31, 2015	32
14.	Draft Amendments and addenda to the Charter of Public Joint Stock Company "Oil company "LUKOIL"	33
15.	Table of Amendments and addenda to the current version of the Charter of Public Joint Stock Company "Oil company "LUKOIL"	35
16.	Draft Amendments and addenda to the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO "LUKOIL"	39
17.	Table of amendments and addenda to the current version of the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO "LUKOIL"	44
18.	Draft Amendments and addenda to the Regulations on the Board of Directors of OAO "LUKOIL"	61
19.	Table of amendments and addenda to the current version of the Regulations on the Board of Directors of OAO "LUKOIL"	64
20.	Draft Regulations on the Management Committee of PJSC "LUKOIL" in new version	72

21.	Excerpt from the Minutes No.1 of the Annual General Shareholders	76
	Meeting of Open Joint Stock Company "Oil company "LUKOIL" of
	June 26, 2014 on Item 4 (point 2) of the agenda (on the
	remuneration for the newly elected members of the Board of
	Directors)

1. Information on an interested-party transaction 78
1. PJSC "LUKOIL" Summary of 2015 performance results and main objectives for 2016 79

NOTICE

of the Annual General Shareholders Meeting of Public Joint Stock Company "Oil company "LUKOIL"

Dear Shareholder,

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 25 April 2016 , the Annual General Shareholders Meeting of PJSC "LUKOIL" is to be 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 before the conduct of the Meeting.

Date and time of the Meeting:	23 June 2016, at 12:00 p.m.
Place/venue of the Meeting:	Yury Gagarin Conference and Event Centre, ulitsa Mira 39, Perm
Postal address the completed and signed ballots may be sent to:	OOO «Registrator «Garant», Krasnopresnenskaya Naberezhnaya 6, Moscow, 123100
The date of preparation of the list of persons entitled to take part in the Annual General Shareholders Meeting:	10 May 2016
Registration of persons participating in the meeting begins at:	10.00 a.m.
Identification details of the shares whose holders are entitled to take part in the Annual General Shareholders Meeting:	Registered Ordinary Shares State Registration Number of the securities issue: 1-01-00077-А dated 25 June 2003

The deadline for receipt of ballots by PJSC "LUKOIL" is 20 June 2016, for determining a quorum of the Meeting and tallying votes.

AGENDA OF THE MEETING:

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.
1. Election of the members of the Board of Directors of PJSC "LUKOIL".
1. Appointment of the President of PJSC "LUKOIL".
1. Election of the members of the Audit Commission of PJSC "LUKOIL".
1. On the remuneration and reimbursement of expenses to members of the Board of Directors of PJSC "LUKOIL".
1. On the remuneration of members of the Audit Commission of PJSC "LUKOIL".
1. Approval of the Auditor of PJSC "LUKOIL".
1. Approval of Amendments and addenda to the Charter of Public Joint Stock Company "Oil company "LUKOIL".
1. 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".
1. On the approval of an interested-party transaction.

In order to take part in the General Meeting, you or your representative must bring with you your/his/her passport or other identification document; your representative must additionally have a power of attorney drawn up in accordance with the requirements of article 57 of the Federal Law On Joint Stock Companies.

Information (materials) to be provided to persons entitled to participate in the Annual General Shareholders Meeting of PJSC "LUKOIL" (hereinafter also the "Company") in preparation for the Annual General Shareholders Meeting of PJSC "LUKOIL" will be available on the Company's official websites www.lukoil.ru (in Russian), www.lukoil.com (in English) from 20 May 2016; and from 20 May 2016, 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 (800) 200 9402, and also at the following addresses:

Krasnopresnenskaya Naberezhnaya 6, Moscow, 123100	telephone: (495) 221 3112 (800) 500 2947
Nab. Severnoi Dviny 30, office 503, Arkhangelsk, 163000	telephone: (8182) 65 7544
ulitsa Pobedy 41, 4th floor, Kirovsky District, Astrakhan, 414040	telephone: (8512) 24 1040
ulitsa Mira 19, office 309, Volgograd, 400131	telephone: (8442) 24 7274
ulitsa Leitenanta Yanalova 2, Kaliningrad, 236023	telephone: (4012) 60 5434, 60 5464
ulitsa Belinskogo 9/1, 5th floor, offices 10 & 11, Nizhni Novgorod, 603022	telephone: (831) 217 8189, 217 8190
ulitsa Generalskaya 3, office 319, Ekaterinburg, 620062	telephone: (343) 372 2598
ulitsa Sibirskaya 94 (entrance from ulitsa Belinskogo), Perm, 614002	telephone: (342) 211 0882, 211 0862
ulitsa Goroda Volos 42/105, Rostov-on-Don, 344000	telephone: (863) 244 1026
ulitsa Novo-Sadovaya 3, Business Centre '7th Avenue', Samara, 443100	telephone: (846) 379 7218, 379 7219, 379 7220
Belovodsky pereulok 6, St. Petersburg, 194044	telephone: (812) 401 6312
prospekt Bumazhnikov 2, 1st floor, Syktyvkar-26, Komi Republic, 167026	telephone: (8212) 29 3180, 29 3181
ulitsa Karla Marxa 54, office 215, Chelyabinsk, 454091 , Yaroslavl, Yaroslavl Oblast, 150040	telephone: (351) 266 4770 telephone: (4852) 26 2524, 72 9314
Petrocommerce Bank Kogalym branch of «Bank Otkritie Financial Corporation» (Public Joint-Stock Company), ulitsa Pribaltiyskaya 11A, Kogalym, Tyumen Oblast, 628486	telephone: (34667) 9 1001
Additional office No.5 of Petrocommerce Bank Kogalym branch of «Bank Otkritie Financial Corporation» (Public Joint-Stock Company) in Langepas, ulitsa Lenina 32, Langepas, Tyumen Oblast, 628672	telephone: (34669) 2 0274
Additional office No.1 of Petrocommerce Bank Kogalym branch of «Bank Otkritie Financial Corporation» (Public Joint-Stock Company) in Urai, ulitsa Lenina 118, Urai, Tyumen Oblast, 628285	telephone: (34676) 2 0266
Petrocommerce Bank branch of «Bank Otkritie Financial Corporation» (Public Joint Stock Company), ulitsa Petrovka 24, building 1, Moscow, 127051	telephone: (495) 625 8650
Additional office of Petrocommerce Bank branch of «Bank Otkritie Financial Corporation» (Public Joint-Stock Company) ('Sretenka'), Sretensky bulvar 11, Moscow, 101000	telephone: (499) 973 7655
Petrocommerce Bank Krasnodar branch of «Bank Otkritie Financial Corporation» (Public Joint-Stock Company), ulitsa Zakharova 11, Krasnodar, 350007	telephone: (861) 268 7508
Petrocommerce Bank Ufa branch of «Bank Otkritie Financial Corporation» (Public Joint-Stock Company), ulitsa Tsuryupy 16, Ufa, Republic of Bashkortostan 450057	telephone: (347) 224 8300

Access to information (materials) provided to shareholders in preparation for the General Shareholders Meeting shall be also given to persons taking part in the Annual General Shareholders Meeting of PJSC "LUKOIL" during the time the Meeting is held.

For the purpose of ensuring the timely payment of dividends and the provision of information, we kindly ask you to promptly inform OOO «Registrator «Garant», the company keeping the Company's Shareholder Register (the Registrar), of any changes in your data (name, change in residence/domicile, change in banking details, passport and other data) by completing the Securities Owner's 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 OOO «Registrator «Garant» will be liable for the debt incurred, should you fail to provide information on such changes.

Dear Shareholder,

By participating in the General Shareholders Meeting of PJSC "LUKOIL" you exercise your right to participate in managing the Company by taking decisions on the most significant matters of its business operations, which matters fall within the exclusive competence of the General Shareholders Meetings; you also have the opportunity to receive a detailed and reliable report on the Company's policies, express your opinion and ask questions of interest to you.

More details on the Annual General Shareholders Meeting of PJSC "LUKOIL" will be available if phoned at: 8 (800) 200 9402.

Board of Directors of PJSC "LUKOIL"

Agenda

of the Annual General Shareholders Meeting of PJSC "LUKOIL"

Perm, 23 June 2016

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.
1. Election of the members of the Board of Directors of PJSC "LUKOIL".
1. Appointment of the President of PJSC "LUKOIL".
1. Election of the members of the Audit Commission of PJSC "LUKOIL".
1. On the remuneration and reimbursement of expenses to members of the Board of Directors of PJSC "LUKOIL".
1. On the remuneration of members of the Audit Commission of PJSC "LUKOIL".
1. Approval of the Auditor of PJSC "LUKOIL".
1. Approval of Amendments and addenda to the Charter of Public Joint Stock Company "Oil company "LUKOIL".
1. 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.

DRAFT DECISIONS OF THE 2016 ANNUAL GENERAL SHAREHOLDERS MEETING OF PJSC "LUKOIL"

Draft decision on item 1 on the agenda: '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':

To approve the Annual Report of PJSC "LUKOIL" for 2015 and 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.

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 set 12 July 2016 as the date on which persons entitled to receive dividends based on the 2015 annual results will be determined.

Draft decision on item 2 on the agenda: 'Election of the members of the Board of Directors of PJSC "LUKOIL"':

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 (Minutes No.4).

1. ALEKPEROV, Vagit Yusufovich
1. BLAZHEEV, Victor Vladimirovich
1. GATI, Toby Trister
1. GRAYFER, Valery Isaakovich
1. IVANOV, Igor Sergeevich
1. NIKOLAEV, Nikolai Mikhailovich
1. MAGANOV, Ravil Ulfatovich
1. MUNNINGS, Roger
1. MATZKE, Richard
1. MOSCATO, Guglielmo
1. PICTET, Ivan
1. FEDUN, Leonid Arnoldovich

Draft decision on item 3 on the agenda: 'Appointment of the President of PJSC "LUKOIL"':

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

Draft decision on item 4 on the agenda: 'Election of the members of the Audit Commission 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 (Minutes No. 4):

1. VRUBLEVSKY, Ivan Nikolaevich
1. SULOEV, Pavel Aleksandrovich
1. SURKOV, Aleksandr Viktorovich

Draft decision on item 5 on the agenda: 'On the remuneration and reimbursement of expenses to members of the Board of Directors of PJSC "LUKOIL"':

1. To pay remuneration and reimburse expenses to members of the Board of Directors of PJSC "LUKOIL" pursuant to Appendix No.1 hereto.
1. To establish the amounts of remuneration for the newly elected members of the Board of Directors of PJSC "LUKOIL" pursuant to Appendix No.2 hereto.

Draft decision on item 6 on the agenda: 'On the remuneration of members of the Audit Commission of PJSC "LUKOIL"':

1. To pay remuneration to the members of the Audit Commission of PJSC "LUKOIL" in the following amounts: M.B. Maksimov – 3,000,000 roubles

P.A. Suloev – 3,000,000 roubles A.V. Surkov – 3,000,000 roubles

To establish the following amount of remuneration for the newly elected members of the Audit Commission of PJSC "LUKOIL" - 3,500,000 roubles each.

Draft decision on item 7 on the agenda: 'Approval of the Auditor of PJSC "LUKOIL"':

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

Draft decision on item 8 on the agenda: 'Approval of Amendments and addenda to the Charter of Public Joint Stock Company "Oil company "LUKOIL"':

To approve Amendments and addenda to the Charter of Public Joint Stock Company "Oil company "LUKOIL", pursuant to the appendix hereto.

Draft decision on item 9 on the agenda: 'Approval of Amendments and addenda to the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO "LUKOIL"':

To approve Amendments and addenda to the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO "LUKOIL", pursuant to the appendix hereto.

Draft decision on item 10 on the agenda: 'Approval of Amendments and addenda to the Regulations on the Board of Directors of OAO "LUKOIL"':

To approve Amendments and addenda to the Regulations on the Board of Directors of OAO "LUKOIL", pursuant to the appendix hereto.

Draft decision on item 11 on the agenda: 'Approval of a new version of the Regulations on the Management
Committee of PJSC "LUKOIL"':

To approve a new version of the Regulations on the Management Committee of PJSC "LUKOIL", pursuant to the appendix hereto.

To invalidate the Regulations on the Management Committee of OAO "LUKOIL" approved by the Annual General Shareholders Meeting of OAO "LUKOIL" on 27 June 2002 (Minutes No. 1).

Draft decision on item 12 on the agenda: 'On the approval of an interested-party transaction':

To approve an interested-party transaction - Policy (contract) on insuring the liability of directors, officers and corporations between PJSC "LUKOIL" (Policyholder) and OAO «Kapital Insurance» (Insurer) on the terms and conditions set forth in the appendix hereto.

Recommendations of the Board of Directors of PJSC "LUKOIL" on the items on the agenda of the Annual General Shareholders Meeting of PJSC "LUKOIL"

To recommend that the Annual General Shareholders Meeting of PJSC "LUKOIL" adopt the following decisions:

On item 1 on the agenda of the meeting:

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

The rest of the profit shall be left undistributed.

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.

The proposed decisions are based on the recommendations of the Audit Committee of the Board of Directors of PJSC "LUKOIL" (Minutes No. 2 of 4 April 2016) and the Strategy and Investment Committee of the Board of Directors of PJSC "LUKOIL" (Minutes No.1 of 4 April 2016).

The Board of Directors of PJSC "LUKOIL" gave tentative approval to the Annual Report of PJSC "LUKOIL" for 2015 on 13 May 2016 (Minutes No.8).

On item 2 on the agenda of the meeting:

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 (Minutes No.4).

On item 3 on the agenda of the meeting:

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

On item 4 on the agenda of the meeting:

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 (Minutes No. 4).

On item 5 on the agenda of the meeting:

With the partial payment in mind made based on the decision of the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" of 14 December 2015 (Minutes No.2) on a partial payment of the remuneration to members of the Board of Directors of PJSC"LUKOIL" constituting one-half of the Board fee established by decision of the Annual General Shareholders Meeting of PJSC "LUKOIL" on 26 June 2014 (Minutes No.1), to pay remuneration to the members of the Board of Directors of PJSC "LUKOIL" for their performance of the duties of members of the Board of Directors for the period between the adoption of the decision by the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" of 14 December 2015 to the date this decision is taken, in the following amounts:

	– 2,600,000 roubles
	– 2,600,000 roubles
V.V. Blazheev	– 2,600,000 roubles
I.S. Ivanov	– 2,600,000 roubles
R.U. Maganov	– 2,600,000 roubles
R. Munnings	– 2,600,000 roubles
R. Matzke	– 2,600,000 roubles
S.A. Mikhailov	– 2,600,000 roubles
G. Moscato	– 2,600,000 roubles
I. Pictet	– 2,600,000 roubles
L.A. Fedun	– 2,600,000 roubles
	V.I. Grayfer V.Yu. Alekperov

In accordance with the decision of the Annual General Shareholders Meeting of OAO "LUKOIL" of 26 June 2014 (Minutes No. 1), to pay the members of the Board of Directors the following remuneration, in addition to that for the performance of the duties of members of the Board of Directors:
to V.I. Grayfer, for performance of the functions of the Chairman of the Board of Directors of PJSC "LUKOIL" – 1,200,000 roubles;
to I.S. Ivanov, for performance of the functions of Chairman of the Strategy and Investment Committee of the Board of Directors of PJSC "LUKOIL"– 600,000 roubles;
to V.V. Blazheev, for performance of the functions of Chairman of the Audit Committee of the Board of Directors of PJSC "LUKOIL" – 600,000 roubles;
to R. Munnings, for performance of the functions of Chairman of the Human Resources and Compensation Committee of the Board of Directors of PJSC "LUKOIL" – 600,000 roubles.
1. In addition to remuneration for performing their functions as members of the Board of Directors, to pay the members of the Board of Directors of PJSC "LUKOIL":
for their attendance in person at meetings of committees of the Board of Directors, and for their attendance at meetings of the Board of Directors or a committee of the Board of Directors, where attendance requires a transcontinental flight, in the amount established by decision of the Annual General Shareholders Meeting of OAO "LUKOIL" of 26 June 2014 (Minutes No. 1);

– for their participation in conferences and other events on written instructions from the Chairman of the Board of Directors, in the amount established by decision of the Annual General Shareholders Meeting of OAO "LUKOIL" of 26 June 2014 (Minutes No. 1).

The specific amount of remuneration due for payment shall be determined as at the date of the Annual General Shareholders Meeting of PJSC "LUKOIL" on 23 June 2016, in accordance with the actual participation of members of the Board of Directors at meetings (other events).

1. To reimburse members of the Board of Directors for expenses in relation to their performance of the functions of members of the Board of Directors, the types of which are established by decision of the Annual General Shareholders Meeting of OAO "LUKOIL" of 24 June 2004 (Minutes No.1), in the amount of actually incurred documented expenses.
1. To deem it appropriate to establish the following amounts of remuneration for the newly elected members of the Board of Directors of PJSC "LUKOIL":
for performance of the duties of a member of the Board of Directors 6,000,000 roubles;
for performance by a member of the Board of Directors of the functions of the Chairman of the Board of Directors – 1,500,000 roubles;
for performance by a member of the Board of Directors of the functions of the Chairman of a committee of the Board of Directors – 700,000 roubles;
for attendance in person at a meeting of a committee of the Board of Directors by a member of the Board of Directors who is a member of the committee – 150,000 roubles;
for attendance in person at a meeting of the Board of Directors or a committee of the Board of Directors which involves a transcontinental flight (a flight from one continent to another that lasts more than eight hours) – 350,000 roubles. If a member of the Board of Directors takes a transcontinental flight to attend the meetings of both a committee (committees) of the Board of Directors and of the Board of Directors itself, only a single amount of remuneration for the transcontinental flight will be paid;
for participation in conferences and other events on written instructions of the Chairman of the Board of Directors, in an amount of 150,000 roubles.

The proposed decisions are based on the recommendations of the Human Resources and Compensation Committee of the Board of Directors of PJSC "LUKOIL" (Minutes No.1 of 15 March 2016).

On item 6 on the agenda of the meeting:

To pay remuneration to the members of the Audit Commission of PJSC "LUKOIL" in the following amounts:

M.B. Maksimov	– 3,000,000 roubles
P.A. Suloev	– 3,000,000 roubles
A.V. Surkov	– 3,000,000 roubles

To establish the following amount of remuneration for the newly elected members of the Audit Commission of PJSC "LUKOIL" - 3,500,000 roubles each.

The proposed decisions are based on the recommendations of the Human Resources and Compensation Committee of the Board of Directors of PJSC "LUKOIL" (Minutes No.1 of 15 March 2016).

On item 7 on the agenda of the meeting:

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

The proposed decision is based on the recommendations of the Audit Committee of the Board of Directors of PJSC "LUKOIL" (Minutes No.2 of 4 April 2016).

On item 8 on the agenda of the meeting:

To approve Amendments and addenda to the Charter of Public Joint Stock Company "Oil company "LUKOIL".

On item 9 on the agenda of the meeting:

To approve Amendments and addenda to the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO "LUKOIL".

On item 10 on the agenda of the meeting:

To approve Amendments and addenda to the Regulations on the Board of Directors of OAO "LUKOIL".

On item 11 on the agenda of the meeting:

To approve a new version of the Regulations on the Management Committee of PJSC "LUKOIL".

To invalidate the Regulations on the Management Committee of OAO "LUKOIL" approved by the Annual General Shareholders Meeting of OAO "LUKOIL" on 27 June 2002 (Minutes No. 1).

On item 12 on the agenda of the meeting:

To approve an interested-party transaction.

INFORMATION ON CANDIDATES FOR THE BOARD OF DIRECTORS OF PJSC "LUKOIL"

Valery Isaakovich Grayfer

Vagit Yusufovich Alekperov

Victor Vladimirovich Blazheev

Toby Trister Gati*

Chairman of the Board of Directors of PJSC «LUKOIL», Chairman of the Board of Directors of JSC RITEK

Born: 1929

Graduated from the I.M. Gubkin Moscow Oil Institute in 1952. Candidate of Technical Sciences (PhD). Recipient of seven orders, four medals, and a Certificate of Honor of the Supreme Soviet of the Tatar ASSR. Awarded a Certificate of Honor of the Russian Federation President in 2009. Since 1985: USSR Deputy Minister of Oil Industry in charge of the Chief Tyumen Production Division for the oil and gas industry. From 1992 to 12 January 2010, General Director of OJSC RITEK. Since 2010: Chairman of the Board of Directors of JSC RITEK. Since 2000: Chairman of the Board of Directors of PJSC «LUKOIL». Professor at the Gubkin Russian State University of Oil and Gas. Lenin Prize and Russian Government Prize Winner.

President of PJSC «LUKOIL», Executive Director of PJSC «LUKOIL», Chairman of the Management Committee of PJSC «LUKOIL» Born: 1950

Graduated from the M. Azizbekov Azerbaijan Oil and Chemistry Institute in 1974. Doctor of Economics. Full member of the Russian Academy of Natural Sciences. Distinguished energy industry specialist and Honored oil specialist. Recipient of five orders and eight medals, a Certificate of Honor and two Certificates of Gratitude from the Russian Federation President. Two times winner of the Russian Government Prize. Since 1968: worked at oil fields in Azerbaijan and Western Siberia. 1987–1990: General Director of Production Association Kogalymneftegaz of Glavtyumenneftegaz of the USSR Ministry of Oil and Gas. 1990–1991: Deputy Minister; First Deputy Minister of the USSR Ministry of Oil and Gas. 1992–1993: President of the Oil Concern Langepasuraikogalymneft. 1993–2000: Chairman of the Board of Directors of OAO «LUKOIL». Since 1993: President of PJSC «LUKOIL».

Member of the Board of Directors of PJSC «LUKOIL», Rector of the O.E. Kutafin Moscow State Law University (MSAL), Chairman of the Audit Committee of the Board of Directors of PJSC «LUKOIL» Born: 1961

Graduated from the evening department of the All-Union Extra-Mural Law Institute (AELI) in 1987; completed a post-graduate program at AELI-Moscow Law Institute in the department of civil litigation in 1990. Candidate of Legal Sciences (PhD), Professor. Recipient of a 2nd degree Medal of the Order "For Merits to the Fatherland". Since 1999, Mr. Blazheev has been engaged in educational (as a lecturer) and administrative activities occupying various positions at Moscow State Academy of Law. 1999-2001: Dean of the full-time day department of Moscow State Academy of Law. 2001-2002: Vice-Rector of Moscow State Academy of Law in charge of academic agenda. 2002 –2007: First Vice-Rector of Moscow State Academy of Law in charge of academic agenda. Since 2007: Rector of the O.E. Kutafin Moscow State Law University (MSAL).

Born: 1946

BA in Russian Literature and Language from Pennsylvania State University, MA in Russian Literature from Columbia University and Master of International Affairs (MIA) from the Harriman Institute, Columbia University. Formerly, she advised on matters of international cooperation and relations at Akin Gump Strauss Hauer & Feld LLP. Currently, President of TTG Global LLC, Board Member of the U.S.-Russia Business Council (USRBC), Participant in the Valdai Discussion Club.

Igor Sergeevich Ivanov

Ravil Ulfatovich Maganov

Roger Munnings*

Richard Matzke

Member of the Board of Directors of PJSC «LUKOIL», President of the Russian International Affairs Council (RIAC) not-for-profit partnership, Chairman of the Strategy and Investment Committee of the Board of Directors of PJSC «LUKOIL» Born: 1945

Graduated from the Maurice Thorez Moscow State Institute of Foreign Languages in 1969. Associate member of the Russian Academy of Sciences. Doctor of History, Professor. Recipient of Russian and foreign orders and medals. 1993-1998: First Deputy Minister of Foreign Affairs of the Russian Federation. 1998-2004: Minister of Foreign Affairs of the Russian Federation. 2004 – 2007: Secretary of the Security Council of the Russian Federation. Since 2005: Professor of Moscow State Institute of International Relations (MGIMO University) under the Russian Foreign Ministry. Since 2011: President of the Russian International Affairs Council (RIAC) not-for-profit partnership. Member of the Board of the Managing Directors of Rissa Investments N.V.

Executive Director of PJSC «LUKOIL», Member of the Management Committee of PJSC «LUKOIL», First Executive Vice-President of PJSC «LUKOIL» (E&P), Member of the Strategy and Investment Committee of the Board of Directors of PJSC «LUKOIL» Born: 1954

Graduated from the I.M. Gubkin Moscow Institute of the Petrochemical and Gas Industry in 1977. Distinguished Oil and Gas Specialist of the Russian Federation, Honored oil specialist. Recipient of four orders and five medals. Has a Letter of Acknowledgement from the Government of the Russian Federation. Three times winner of the Russian Government Prize in Science and Engineering. 1988–1993: Chief Engineer, Deputy General Director, General Director of OPE Langepasneftegaz. 1993–1994: Vice-President of OAO «LUKOIL» (Oil Production). 1994–2006: First Vice-President of OAO «LUKOIL» (E&P). Since 2006: First Executive Vice-President of PJSC «LUKOIL» (E&P).

Member of the Board of Directors of PJSC «LUKOIL», Chairman of the Human Resources and Compensation Committee of PJSC «LUKOIL», Independent member of the Board of Directors of Sistema Joint Stock Financial Corporation since 2010.

Born: 1950

1996–2008: President and CEO of KPMG Russia/CIS; 1993–2008: Chairman of KPMG's Global Energy and Natural Resources Practice; 1998–2008: Member of KPMG's International Council (ultimate governance body).

Chairman of the Russian-British Chamber of Commerce, Member of the Russian National Council on Corporate Governance, the Russian Union of Industrialists and Entrepreneurs, and of the Russian Institute of Directors, Fellow of the Institute of Chartered Accountants in England and Wales. Made a Commander of the Most Excellent Order of the British Empire by HM the Queen in 2007.

Graduated from the University of Oxford in 1972, where Mr. Munnings earned a Master's Degree in Philosophy, Politics and Economics.

Member of the Board of Directors of PJSC «LUKOIL», Member of the Human Resources and Compensation Committee of the Board of Directors of PJSC «LUKOIL»

Born: 1937

Graduated from Iowa State University in 1959, Pennsylvania State University in 1961, and St. Mary's College of California in 1977. MS in Geology, Master of Business Administration. 1989–1999: President of Chevron Overseas Petroleum, member of the Board of Directors of Chevron Corporation. 2000–2002: Vice-Chairman of Chevron, Chevron-Texaco Corporation. 2006: Recipient of a public non-governmental medal "For the Development of the Oil and Gas Complex of Russia" and the "Director of the Year 2006" National Award, Russia, in the "Independent Director of the Year" nomination category, sponsored by the Independent Directors Association (IDA) and PricewaterhouseCoopers. 2010– 2013: Board member of Eurasia Drilling Company.

Guglielmo Moscato**

Nikolai Mikhailovich Nikolaev

Ivan Pictet*

Leonid Arnoldovich Fedun

Member of the Board of Directors of PJSC «LUKOIL», Chairman and CEO of Gas Mediterrraneo & Petrolio Srl, Member of the Strategy and Investment Committee of the Board of Directors of PJSC «LUKOIL» Born: 1936

Graduated from Polytechnic University of Milan (Politecnico di Milano) (Italy), 1961. Former Chairman of the Board of Directors of Eni SpA and former Chairman and Chief Executive Officer of AGIP SpA. At present: Chairman and CEO of Gas Mediterrraneo & Petrolio. Member of the Advisory Council of John Hopkins University.

General Director of Joint Stock Company «Russian innovative fuel and energy company» (RITEK), Vice-President of PJSC "LUKOIL" Born: 1954

Graduated from the I.M. Gubkin Moscow Institute of the Petrochemical and Gas Industry in 1982. Tyumen Industrial Institute in 1994 and the I.M. Gubkin Russian State University of Oil and Gas in 2000. Candidate of Technical Sciences (PhD). Distinguished Oil and Gas Specialist of the Russian Federation. Recipient of an order and six medals. 1996-1997: General Director of AOOT LUKOIL-Langepasneftegaz. 1997-2001: General Director of TPP Langepasneftegaz of OOO LUKOIL-Zapadnaya Sibir [Western Siberia]. 2001-2009: General Director of OOO LUKOIL-Nizhnevolzhskneft. 03.2009-01.2010: General Director of OOO LUKOIL-Volgogradneftegaz. Since 01.2010: General Director of JSC RITEK.

Member of the Board of Directors of PJSC «LUKOIL», Member of the Audit Committee of PJSC «LUKOIL», Chairman of the Board of Directors of Symbiotics, Chairman of the Board of Directors of PSA International SA Born: 1944

Master in Economics from the School of Business Administration at the University of St. Gallen (1970). Mr. Pictet is a member of the following governance bodies: since 2010: AEA European Advisory Board, since 2011: AEA Investors LP Global Advisory Board (NY, USA). Since 2011, Mr. Pictet was a member of the Board of Directors of Symbiotics. In 2015 he was elected Chairman of its Board. He is also President of Fondation pour Geneve and Chairman of the Fondation Pictet pour le développement since 2009. Mr. Pictet was appointed Chairman of the Board of PSA International SA in 2012.

Executive Director of PJSC «LUKOIL», Vice-President for Strategic Development at PJSC «LUKOIL», Member of the Strategy and Investment Committee of the Board of Directors of PJSC «LUKOIL»

Born: 1956 Graduated from the M.I. Nedelin Higher Military Command School in Rostov in 1977 and the Graduate School of Privatization and Entrepreneurship in 1993. Candidate of Philosophical Sciences (PhD). Recipient of two orders and seven medals. 1993–1994: General Director of JSC LUKOIL-Consulting. 1994–2012: Vice-President, Head of the Main Division of Strategic Development and Investment Analysis. Since February 2012: Vice-President for Strategic Development at PJSC «LUKOIL».

The candidates have given their written consent to be elected to the Board of Directors of PJSC "LUKOIL".

* Qualify as independent candidates to the Board of Directors of PJSC "LUKOIL" pursuant to the Moscow Exchange Listing Rules and the Corporate Governance Code recommended by the Bank of Russia by Letter No. 06-52/2463 dated 10.04.2014

** Is recognized as an independent candidate for member of the Board of Directors of PJSC "LUKOIL" (point 9.2 of the Charter of PJSC "LUKOIL") by decision of the Board of Directors of PJSC "LUKOIL"

INFORMATION ON THE CANDIDATE FOR THE POSITION OF THE PRESIDENT OF PJSC "LUKOIL"

Vagit Yusufovich Alekperov

President of PJSC "LUKOIL", Member of the Board of Directors of PJSC "LUKOIL", Chairman of the Management Committee of PJSC "LUKOIL"

Born: 1950

The candidate has given his written consent to be appointed President of PJSC "LUKOIL".

INFORMATION ON CANDIDATES FOR THE AUDIT COMMISSION OF PJSC "LUKOIL"

Ivan Nikolaevich Vrublevsky Was born on 8 May 1974. Graduated from Moscow Finance Academy under the RF Government in 1996 with a degree in Accounting and Audit. Employed since 1993. In 2005 – 2012: Head of the Division of Transformation of Financial Statements of LUKOIL Group Organisations at the Accounting Department of OAO "LUKOIL". 2012 – 2013: Head of the Division of Transformation of Financial Statements of LUKOIL Group Organisations at the International Reporting Department of OAO "LUKOIL". Since 2013: Managing Director of LUKOIL Accounting and Finance Europe s.r.o., Czech Republic.

Pavel Aleksandrovich Suloev

Was born on 8 December 1957. Graduated from the G.V. Plekhanov Russian Economics Academy in 1982 with a degree in Economics. Employed since 1982. In 2001-2012: Chairman of the Board of SLB Commercial Bank AG, Zurich. 2012 – 2013: Director of Investments, LITASCO, Geneva. Since 2014: Control and Internal Audit Director of ZAO Management Centre Managing Company.

Aleksandr Viktorovich Surkov

Was born on 12 August 1969. Graduated from Ufa Oil Institute in 1993 with a degree in Enterprise Economics and Management. Employed since 1987. In 2009 – 2011: Head of the Division of Automation, Period Closing and Preparation of Financial Statements at the Accounting Department of OAO "LUKOIL". 2011: General Director (job combination) of OOO LUKOIL-Volgograd Regional Accounting Centre. Since 2011: General Director of OOO LUKOIL-Volgograd Regional Accounting Centre.

All the candidates have given their written consent to be elected to the Audit Commission of PJSC "LUKOIL".

REPORT OF THE AUDIT COMMISSION ON THE RESULTS OF REVIEWING THE FINANCIAL AND BUSINESS ACTIVITY OF PJSC "LUKOIL" AND THE ANNUAL FINANCIAL STATEMENTS OF PJSC "LUKOIL" FOR 2015

13 May 2016 Moscow

I. INTRODUCTION

The Audit Commission of PJSC "LUKOIL" elected by decision of the Annual General Shareholders Meeting of PJSC "LUKOIL" (Minutes No.1 of 25 June 2015) and comprised of:

The Audit Commission's Chairman Pavel Alexandrovich Suloyev

Members of the Audit Commission:

Mikhail Borisovich Maksimov

Alexander Viktorovich Surkov,

based on its authority and being guided by:

− Federal Law No.208-FZ

of 26 December 1995 On Joint-Stock Companies;

− Regulation of the Central Bank of the Russian Federation On disclosure of information by issuers of issuable securities No.454-P of 30 December 2014;

− Charter of PJSC

"LUKOIL" (Company);

− Regulations on the Audit Commission of OAO "LUKOIL" approved by the Annual General Shareholders Meeting (Minutes No.1 dated 27 June 2002), including the amendments adopted by the Annual General Shareholders Meetings of OAO "LUKOIL" (Minutes No.1 dated 26 June 2003 and Minutes No.1 dated 28 June 2006),

has reviewed the financial and business activity of PJSC "LUKOIL" for 2015, as well as PJSC "LUKOIL" annual financial statements for 2015 (hereinafter also referred to as the "Review").

No requests for extraordinary reviews of the financial and business activity of the Company were received by the Audit Commission during the reporting period as provided for by the effective Russian legislation.

No failures to provide documentation on the Company's financial and business activity to the Audit Commission by members of the Company's management bodies were identified during the Review.

The Audit Commission conducted the Review in accordance with the Audit Programme (Minutes of the Audit Commission Meeting No.3 of 30 March 2016).

The results of the Review and the related Opinion were considered and unanimously approved by all members of PJSC "LUKOIL" Audit Commission (Minutes of the Audit Commission Meeting No.4 dated 13 May 2016).

The main goals of the Review were:

− to obtain sufficient objective evidence that the Company's financial and business activity was carried out in accordance with the Company's interests and the interests of its shareholders, and management decisions were taken and implemented in accordance with the applicable laws of the Russian Federation;
− to obtain sufficient objective evidence that the Company's financial results reported in PJSC "LUKOIL" annual financial statements fairly present, in all material respects, the Company's financial position as at 31 December 2015 as required by the effective reporting rules of the Russian Federation.

The Company's management is responsible for carrying out the financial and business activity for the benefit of the Company and its shareholders, complying with the effective laws of the Russian Federation, as well as for providing fair and reliable information, reports and statements.

The Audit Commission is responsible for providing to PJSC "LUKOIL" represented by its supreme governance body, the General Shareholders Meeting of PJSC "LUKOIL", an objective opinion regarding the fairness, in all material respects, of PJSC "LUKOIL" annual financial statements for 2015, the integrity of assets, the amount of net profit and the observance by the Company of the applicable laws of the Russian Federation.

II. REVIEW PROCEDURE AND ANALYTICAL WORK

The Review involved several stages, including both current and subsequent control procedures.

At the final stage the Audit Commission, through a sampling check and testing of evidence confirming figures included in PJSC "LUKOIL" annual financial statements for 2015 and analyzing information on the Company's financial and business activity, based on the sufficient and objective analysis of the information, metrics and documents provided for consideration, formed an opinion and evaluated the fairness of the provided annual financial statements of PJSC "LUKOIL" for 2015 prepared in accordance with the effective reporting rules of the Russian Federation.

III. CONCLUSIONS

According to the Audit Commission, the Review of the received information and documents is sufficient to provide a basis for making conclusions.

The Audit Commission has not identified any violations of the Company's interests or interests of its shareholders or the applicable laws of the Russian Federation in the Company's financial and business activity.
The Audit Commission confirms that the annual financial statements of PJSC "LUKOIL" for 2015 are fair, i.e. fairly present, in all material respects, assets and liabilities of the Company as at 31 December 2015, the Company's financial performance and cash flows for 2015 based on the requirements of the effective accounting and reporting legislation of the Russian Federation and the Company's Accounting Policy for 2015.

As at 31 December 2015 the Company's net assets amounted to RUB1,301,245,847 thousand.

The net profit for 2015 amounted to RUB 302,294,681 thousand.

Chairman of the Audit Commission: P.A. Suloyev

Members of the Audit Commission: M.B. Maksimov

A.V. Surkov

OPINION OF THE AUDIT COMMISSION BASED ON A REVIEW OF THE PJSC "LUKOIL" ANNUAL REPORT FOR 2015

13 May 2016 Moscow

I. INTRODUCTION

The Audit Commission of PJSC "LUKOIL" elected by decision of the Annual General Shareholders Meeting of PJSC "LUKOIL" (Minutes No.1 of 25 June 2015) and comprised of:

The Audit Commission's Chairman	Pavel Alexandrovich Suloyev
Members of the Audit Commission:	Mikhail Borisovich Maksimov
	Alexander Viktorovich Surkov,

based on its authority and being guided by:

Federal Law No.208-

FZ of 26 December 1995 On Joint-Stock Companies; - Regulation of the Central Bank of the Russian Federation On disclosure of information by issuers of issuable securities No.454-P of 30 December 2014;

Charter of PJSC

"LUKOIL" (Company);

Regulations on the Audit Commission of OAO "LUKOIL" approved by the Annual General Shareholders Meeting (Minutes No.1 dated 27 June 2002), including the amendments adopted by the Annual General Shareholders Meetings of OAO "LUKOIL" (Minutes No.1 dated 26 June 2003 and Minutes No.1 dated 28 June 2006)

has reviewed the PJSC "LUKOIL" Annual Report for 2015 (hereinafter the Review).

No failures to provide documentation on the Company's financial and business activity to the Audit Commission by members of the Company's management bodies were identified during the Review.

The Audit Commission conducted the Review in accordance with the Audit Programme (Minutes of the Audit Commission Meeting No.3 of 30 March 2016).

The results of the Review and the Opinion Based on the Review were considered and unanimously approved by all the members of PJSC "LUKOIL" Audit Commission (Minutes of the Audit Commission Meeting No.5 dated 13 May 2016).

The main goals of the Review were:

to obtain sufficient objective evidence that the Company's financial and business activity was carried out in accordance with the Company's interests and the interests of its shareholders, management decisions were taken and implemented in accordance with the applicable Russian law, the key regulations and requirements for management and internal control at PJSC "LUKOIL";
to obtain sufficient objective evidence that the key data included in PJSC "LUKOIL" Annual Report for 2015 present reliably, in all material respects, disclosures that must be made in accordance with the requirements established by Russian regulators.

The responsibility for carrying out the financial and business activity for the benefit of the Company and its shareholders, complying with the Russian effective law and the key regulations and requirements for management and internal control adopted by PJSC "LUKOIL", as well as for providing fair information, reports and statements, lies with the Company's management.

The Audit Commission is responsible for providing to PJSC "LUKOIL" represented by its supreme governance body, the General Shareholders Meeting of PJSC "LUKOIL", an objective opinion regarding the fairness, in all material respects, of PJSC "LUKOIL" Annual Report for 2015, and the observance by the Company of the applicable Russian law and the key regulations and requirements for management and internal control adopted by PJSC "LUKOIL".

П. REVIEW PROCEDURE AND ANALYTICAL WORK

The Review involved several stages, including both current and subsequent control procedures.

At the final stage the Audit Commission through selective checking and analysis of testing of evidence supporting metrics and data included in PJSC "LUKOIL" Annual Report for 2015 based on the sufficient and objective analysis of the information and documents provided for review, formed an opinion and

evaluated the reliability of PJSC "LUKOIL" Annual Report for 2015 prepared in accordance with the disclosure requirements established by Russian regulators.

Ш. CONCLUSIONS

According to the Audit Commission, the review of the received information and documents conducted is sufficient to provide a basis for making conclusions.

The Audit Commission did not identify any violations of the Company's interests or interests of its shareholders or PJSC "LUKOIL" key regulations on management and internal control or the applicable Russian law in the Company's financial and business activity.
The Audit Commission confirms that the PJSC "LUKOIL" Annual Report for 2015 is fair, i.e. presents, in all material respects, data required to be disclosed by Russian regulators.

Chairman of the Audit Commission: P.A. Suloyev

Members of the Audit Commission: M.B. Maksimov

A.V. Surkov

To the shareholders of

the Public Joint Stock Company

"Oil Company "LUKOIL"

Auditors' report

on the financial statements of the Public Joint Stock Company "Oil Company "LUKOIL" for the 2015 reporting year

Set out below is an unofficial translation of the auditors' report on the statutory financial statements of the Public Joint Stock Company "Oil Company "LUKOIL" as at and for the year ended 31 December 2015. The statutory financial statements to which the auditors' report relates have been prepared in accordance with the accounting and reporting regulations of the Russian Federation. Russian accounting and reporting regulations differ from accounting frameworks in other jurisdictions. Consequently, the accompanying statutory financial statements are not intended to present the financial position, financial performance and cash flows of the Public Joint Stock Company "Oil Company "LUKOIL" in accordance with accounting principles and practices generally accepted in countries and jurisdictions other than the Russian Federation.

Information on the audit firm

Name of the audit firm:	Joint Stock Company "KPMG".
Location (legal address):	18/1, Olympiysky prospect, Room 3035, Moscow 129110.
Postal address:	10, Presnenskaya Naberezhnaya, Block C, floor 31, Moscow 123317.
State registration:	Registered by the Moscow Registration Chamber on 25 May 1992, Registration No. 011.585.
	Included in the Unified State Register of Legal Entities on 13 August 2002 by the Moscow Inter-Regional Tax Inspectorate No.39 of the Ministry for Taxes and Duties of the Russian Federation, Registration No. 1027700125628, Certificate series 77 No. 005721432.
Membership in a self regulating auditors'	Member of the Non-commercial Partnership "Chamber of Auditors of Russia".
organisation	The Principal Registration Number of the Entry in the State Register of Auditors and Audit Organisations: No.10301000804.

Information on the audited company

Name of audited company:	Public Joint Stock Company "Oil Company "LUKOIL" (before 6 July 2015 – Open Joint Stock Company "Oil Company "LUKOIL").
Location (legal address):	11, Sretensky boulevard, Moscow, 101000.
Postal address:	11, Sretensky boulevard, Moscow, 101000.
State registration:	Registered by Moscow Registration Chamber on 22 April 1993, Registration No. 024020.
	Registered in the Unified State Register of Legal Entities on 17 July 2002 by Administration of the Ministry of the Russian Federation for Taxes and Levies in Moscow, Registration No. 1027700035769, Certificate series 77 No. 007892347.
	Changes related to the Company name are registered in the Unified State Register of Legal Entities on 6 July 2015 by the Moscow Inter-Regional Tax Inspectorate No.46, Registration No. 2157747650730.

Auditors' report

To the shareholders of the Public Joint Stock Company "Oil Company "LUKOIL"

(before 6 July 2015 – Open Joint Stock Company "Oil Company "LUKOIL")

We have audited the accompanying financial statements of the Public Joint Stock Company "Oil Company "LUKOIL" (hereinafter the "Company") for the 2015 reporting year.

The financial statements, set on 60 pages, comprise:

the balance sheet as at 31 December 2015;
the income statement for 2015;
the appendices to the balance sheet and the income statement including:
the statement of changes in equity for 2015;
the cash flow statement for 2015;
the notes to the balance sheet and income statement;

Management's Responsibility for the Financial Statements

Management of the Company is responsible for the preparation and reliability of the financial statements in accordance with the requirements of the Russian reporting legislation and for the system of internal control necessary for the preparation of the financial statements which are free from material misstatements, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on the financial statements in all material respects based on our audit. We conducted our audit in accordance with the Federal Standards on Auditing. These standards require that we comply with relevant ethical requirements and planning and performing the audit in order to obtain sufficient assurance as to whether the financial statements are free from material misstatements.

The audit included performing procedures to obtain audit evidence confirming the amounts and disclosures in the financial statements. The selection of the procedures is a matter of our judgment, which is based on the assessment of risk of material misstatement, whether due to fraud or error. In the process of risk assessment we considered the system of internal control relevant to the preparation and reliability of the financial statements in order to select appropriate audit procedures, but not for the purpose of expressing an opinion on the effectiveness of internal control.

The audit also included an assessment of the appropriateness of the Company's accounting policy and the reasonableness of the estimates made by management, as well as the evaluation of the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the reliability of the financial statements.

Opinion

In our opinion, the accompanying financial statements present reliably, in all material respects, the financial position of the Company as at 31 December 2015 and its financial performance and cash flows for the 2015 reporting year in accordance with the requirements of the Russian reporting legislation.

Director of JSC "KPMG", (power of attorney dated 16 March 2015 No. 18/15) Oussov A.I.

18 March 2016

Examination of the Independent Auditors' Opinion performed by the Audit Committee of the Board of Directors of PJSC "LUKOIL"

MINUTES No. 2 OF THE MEETING OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

4 April 2016 Moscow

E X C E R P T

CHAIRMAN:	V.V. Blazheev
PRESENT:
Committee members
In person:	S.A. Mikhailov
Via videoconferencing	I. Pictet
Secretary of the Committee	E.L. Khavkin
Chairman of the Audit Commission	P.A. Suloev
First Vice-President	S.P. Kukura
Senior Vice-President	A.K. Matytsyn
Vice-Presidents	I.A. Maslyaev, S.N. Malyukov,
	L.N. Khoba, G.S. Fedotov
KPMG representative	A.I. Oussov

Company employees in charge The Committee meeting is being held with the attendance of three members of the Committee. The meeting is quorate.

III. Examination of the Independent Auditors' opinion for subsequent submission to shareholders as materials for the Company's Annual General Shareholders Meeting (L.N. Khoba, V.V. Blazheev)

Having considered the report of the Company's independent Auditor, AO KPMG, on the financial statements of PJSC "LUKOIL" for 2015,

THE COMMITTEE HAS RESOLVED:

Based on the result of the analysis and the discussion of issues of material importance to the preparation of complete and reliable financial statements, and also in light of the fact that the audit of the accounting (financial) statements of PJSC "LUKOIL" for the period from 1 January to 31 December 2015 resulted in an unqualified audit opinion, to propose to the Board of Directors that it recommend to the Annual General Shareholders Meeting of the Company that the Meeting approve the audited financial statements of the Company for 2015 and include the Independent Auditors' Opinion examined by the Audit Committee of the Board of Directors of PJSC "LUKOIL" in the list of materials to be provided to shareholders when preparing for the General Shareholders Meeting.

VOTING RESULTS (votes counted by the Chairman): IN FAVOR voted the following Committee members: V.V. Blazheev, S.A. Mikhailov, I. Pictet

Decision passed unanimously.

I hereby certify that this is a true and accurate excerpt from Minutes No.2 Secretary of the Board of Directors E.L. Khavkin

Chairman V.V. Blazheev

PJSC "LUKOIL" (not including subsidiaries and equity affiliates) BALANCE SHEET

as at 31 December 2015

			million roubles
	As at 31.12.2015	As at 31.12.2014	As at 31.12.2013
Non-current assets
Intangible assets	347	354	319
R&D	34	40	65
Intangible development assets	-	-	-
Tangible development assets	-	-	-
Property, plant and equipment	14,781	13,350	13,138
Income-bearing investments in tangible assets	-	-	-
Financial investments	1,143,633	1,148,295	959,049
Deferred tax assets	493	540	483
Other non-current assets	214	580	255
Non-current assets, total	1,159,502	1,163,159	973,309
Current assets
Inventories	19	31	33
VAT on purchased assets	29	187	96
Accounts receivable	140,710	181,892	168,113
Financial investments (other than cash equivalents)	595,695	337,746	142,332
Cash and cash equivalents	127,226	72,482	12,393
Current assets, total	863,679	592,338	322,967
ASSETS TOTAL	2,023,181	1,755,497	1,296,276
Equity and reserves
Charter capital	21	21	21
Additional paid-in capital, including revaluation of non-current assets	12,625	12,625	12,625
Reserve capital	3	3	3
Retained earnings	1,288,596	1,121,449	851,528
Equity and reserves, total	1,301,245	1,134,098	864,177
Non-current liabilities
Loans and borrowings	309,182	228,021	73,146
Deferred tax liabilities	421	374	404
Other non-current liabilities	-	53	601
Non-current liabilities, total	309,603	228,448	74,151
Current liabilities
Loans and borrowings	254,372	193,384	213,144
Accounts payable	155,616	198,408	142,899
Estimated liabilities	2,345	1,159	1,905
Current liabilities, total	412,333	392,951	357,948
LIABILITIES AND EQUITY TOTAL	2,023,181	1,755,497	1,296,276

PJSC "LUKOIL" (not including subsidiaries and equity affiliates) INCOME STATEMENT for the year ended 31 December

million roubles

	2015	2014	2
Net sales revenues	259,198	242,880	2
Including receipts from participation in the authorised capitals of other organisations	211,991	200,292	2
Cost of goods sold	(21,896)	(17,800)	(
Gross profit	237,302	225,080	2
Export customs duties	-	-
Selling expenses	(1,608)	(1,494)
Administrative expenses	(22,723)	(20,684)	(
Profit from sales	212,971	202,902	2
Income from equity in other organisations	-	-
Interest receivable	66,565	43,401
Interest payable	(42,937)	(19,173)	(
Result of other income and expenses	88,499	171,373	(
Profit before taxes	325,098	398,503	2
Current income tax	(24,621)	(29,571)
Deferred income tax	(94)	86
Other	35	(318)
Redistribution of income tax inside the consolidated group of taxpayers	1,877	3,181
Net profit	302,295	371,881	2
Result of revaluation of non-current assets not included in net profit Result of other transactions not included in net profit of the period	- -	- -
Cumulative financial result of the period	302,295	371,881	2

Amendments and addenda to the Charter of Public Joint Stock Company "Oil company "LUKOIL"

1. In Article 6 «Share Register»:

a) revise the first paragraph of point 6.1 to read as follows:

"6.1. The Company shall maintain and ensure safekeeping of a share register through a professional securities market participant licensed to maintain a register of the holders of registered securities (hereinafter, the "Registrar").";

b) delete point 6.3.

2. In Article 8 «Shareholders Meeting»:

a) revise the second paragraph of point 8.7 to read as follows:

"The Company shall send each person included in the list of of persons entitled to take part in the Meeting voting ballots on all issues on the agenda of the Meeting via mail, e-mail or by personal delivery to the shareholder against a signature no later than 20 days before the Shareholders Meeting and no later than 30 days before the Shareholders Meeting if the Meeting agenda includes an item on the reorganization of the Company";

b) revise the first sentence of point 8.8 to read as follows:

"The Meeting shall be presided by the Chairman of the Board of Directors or the Vice Chairman of the Board of Directors.";

c) add the third paragraph to point 8.9 reading as follows:

"Shareholders who, in accordance with the rules set out in the securities laws of the Russian Federation, gave voting instructions (directives) to persons keeping record of their rights to shares shall also be considered to have participated in the Meeting, if notifications with declaration of their intent have been received no later than two days before the date of the Meeting or the deadline for receiving ballots in case the Meeting is held in the form of absentee voting.";

d) add the second paragraph to point 8.19 reading as follows:

"If on the date of determining (formalizing) persons entitled to participate in the Meeting a shareholder registered in the Company's shareholder register is a nominee shareholder, information contained in the report on voting results shall be sent to the nominee holder of shares in accordance with the rules set out in the securities laws of the Russian Federation for the provision of information and materials to persons who exercise rights to securities.".

3. In Article 9 «Board of Directors»:

a) revise point 9.5 to read as follows:

"9.5. The members of the Board of Directors shall elect a Chairman and a Vice Chairman from among their number for the entire term of office of the Board of Directors. In the Chairman's absence, his/her functions shall be performed by the Vice Chairman of the Board of Directors.";

b) revise the first paragraph of point 9.6 to read as follows:

"9.6. The Chairman of the Board of Directors (and in his/her absence, the Vice Chairman) shall preside over meetings of the Board. In the absence of the Chairman and Vice Chairman, Board members shall elect a person to preside over the meeting from among those present.";

c) in sub-point 9.7.4 of point 9.7 replace the words "the date for compiling the list of persons entitled to participate in the Shareholders Meeting" with the words "the date of determining (formalizing) persons entitled to participate in the Shareholders Meeting";

d) revise point 9.14 to read as follows:

"9.14. Agendas shall be prepared for Board meetings and clerical support shall be provided by the Secretary of the Board of Directors, whose functions shall be performed by the Corporate Secretary of the Company.".

Delete the word "financial" in the first sentence of point 13.2 of Article 13 «Profits, Dividends and Funds».

Table of Amendments and addenda to the current version of the Charter of Public Joint Stock Company "Oil company "LUKOIL"

№	Current version	New version of the Company Charter	Comments
	of the Company Charter
1.	The first paragraph of point 6.1:	The first paragraph of point 6.1:	The purpose of the amendment and
	«6.1. The Company shall maintain a share	«6.1. The Company shall maintain and ensure	addendum is to bring the wording of
	register through a professional securities market	safekeeping of a share register through a	paragraph 1 of point 6.1 of the
	participant maintaining a register of the holders of	professional securities market participant licensed	Charter of PJSC "LUKOIL"
	registered securities (hereinafter, the "Registrar").».	to maintain a register of the holders of registered securities (hereinafter, the "Registrar").».	(hereinafter also the "Company") in line with point 1 of article 44 of
			Federal Law No. 208-FZ of 26
			December 1995 "On Joint Stock
			Companies" (as amended)
			(hereinafter the "Federal Law on
			JSCs"), point 4 of article 97 of the
			Civil Code of the Russian
			Federation, and point 1 of article 8
			of Federal Law No. 39-FZ of 22
			April 1996 "On Securities Market".
2.	Point 6.3:	Delete point 6.3.	Regulations on the Safekeeping of
	«6.3. The Company shall provide for the		the Register are included in the new
	safekeeping of the share register. The share		version of paragraph 1 of point 6.1
	register shall be kept at the premises of the		of the Company's Charter (see point
	Company or its Registrar.».		1 of this Table).
3.	The second paragraph of point 8.7:	The second paragraph of point 8.7:	The amendment providing for the
	«The Company shall send to shareholders voting	«The Company shall send each person included in	reduction of the deadline for sending
	ballots on all issues on the agenda of the Meeting	the list of persons entitled to take part in the	ballots from 30 to 20 days, and if the
	via mail, e-mail or by personal delivery to the	Meeting to shareholders voting ballots on all issues	agenda of the Meeting contains an
	shareholder against a signature no later than 30	on the agenda of the Meeting via mail, e-mail or by	item on the reorganization – to 30
	days before the Annual Shareholders Meeting and	personal delivery to the shareholder against a	days, is preconditioned by the
	no later than 25 days before the Extraordinary	signature no later than 20 30 days before	change from 1 July 2016 in the date
	Shareholders Meeting.».	the Annual Shareholders Meeting and no later than 30 days before the Shareholders Meeting if	of determining (formalizing) persons entitled to participate in the general
		the Meeting agenda includes an item on the	shareholders meeting (hereinafter
		reorganization of the Company and no later than	also the "Meeting") that is stipulated
		25 days before the Extraordinary Shareholders	by point 1 of article 51 of the
		Meeting.».	Federal Law on JSCs (as amended

			by Federal Law No. 210-FZ of 29
			June 2015 (hereinafter "Law No.
			210-FZ")), according to which the
			above date may not be set more than
			25 days before the date of holding
			the Meeting (more than 55 days, if
			stipulated by point 2 of article 53 of
			the Federal Law on JSCs), and if the
			agenda of the Meeting contains an
			item on the reorganization of the
			company – more than 35 days before
			said date. Therefore, the date for
			sending ballots to the shareholders
			may not be set before the date of
			determining (formalizing) persons
			entitled to participate in the Meeting.
			The above amendment to paragraph
			2 of point 8.7 of the Company's
			Charter is in line with the provision
			in point 2 of article 60 of the Federal
			Law on JSCs (as amended by Law
			No. 210-FZ).
4.	The first sentence of point 8.8:	The first sentence of point 8.8:	The amendment is preconditioned by
	«The Meeting shall be presided by the Chairman	«The Meeting shall be presided by the Chairman of	the proposed inclusion in point 9.5
	of the Board of Directors or a person designated	the Board of Directors or the Vice Chairman of	of the Company's Charter of the
	by the Board of Directors.».	the Board of Directors a person designated by the	provision on the election of the Vice
		Board of Directors.».	Chairman of the Board of Directors,
			who will carry out functions of the
			Chairman of the Company's Board
			of Directors in case of absence of the
			Chairman (see also comment to
			point 7 of this Table).
5.	Not present in the current version.	Add the third paragraph to point 8.9 reading as	The addendum is preconditioned by
		follows:	defining the procedure for
		«Shareholders who, in accordance with the rules	determining a quorum for the
		set out in the securities laws of the Russian	shareholders Meeting according to
		Federation, gave voting instructions (directives)	the last paragraph of point 1 of
		to persons keeping record of their rights to	article 58 of the Federal Law on

		shares shall also be considered to have	JSCs (as amended by Law No. 210-
		participated in the Meeting, if notifications with	FZ), which enters into force from 1
		declaration of their intent have been received no	July 2016.
		later than two days before the date of the
		Meeting or the deadline for receiving ballots in
		case the Meeting is held in the form of absentee
		voting.».
6.	Not present in the current version.	Add the second paragraph to point 8.19 reading	The purpose of the amendment is to
		as follows:	reflect in point 8.19 of the
		«If on the date of determining (formalizing)	Company's Charter the provisions of
		persons entitled to participate in the Meeting a	paragraph 2 of point 4 of article 62
		shareholder registered in the Company's	of the Federal Law on JSCs (as
		shareholder register is a nominee shareholder,	amended by Law No. 210-FZ),
		information contained in the report on voting	which stipulate the procedure for
		results shall be sent to the nominee holder of	sending information contained in the
		shares in accordance with the rules set out in the	report on voting results to the
		securities laws of the Russian Federation for the	nominee holders of shares registered
		provision of information and materials to	in the Company's shareholder
		persons who exercise rights to securities.».	register on the date of determining
			(formalizing) persons entitled to
			participate in the Meeting and enter
			into force from 1 July 2016.
7.	Point 9.5:	Point 9.5:	The addendum is preconditioned by
	«9.5. The members of the Board of Directors	«9.5. The members of the Board of Directors shall	the advisability of electing a
	shall elect a Chairman from among their number	elect a Chairman and a Vice Chairman from	standing Vice Chairman of the
	for the entire term of office of the Board of	among their number for the entire term of office of	Board of Directors who may carry
	Directors.».	the Board of Directors. In the Chairman's	out functions of the Chairman of the
		absence, his/her functions shall be performed by	Company's Board of Directors in the
		the Vice Chairman of the Board of Directors.».	absence of the latter for the purpose
			of taking urgent decisions related to
			convening and holding meetings of
			the Company's Board of Directors.
8.	The first paragraph of point 9.6 :	The first paragraph of point 9.6 :	See comment to point 7 of this
	«9.6. The Chairman of the Board of Directors	«9.6. The Chairman of the Board of Directors (and	Table.
	shall preside over meetings of the Board. In his	in his/her absence, the Vice Chairman) shall
	absence, Board members shall elect a person to	preside over meetings of the Board. In the absence
	preside over the meeting from among those	of the Chairman and Vice Chairman, Board
	present.».	members shall elect a person to preside over the

		meeting from among those present.».

9.	Sub-point 9.7.4 of point 9.7: «9.7.4. setting the date for compiling the list of persons entitled to participate in the Shareholders Meeting, as well as other matters related to preparation and holding of the Shareholders Meeting provided for by the laws of the Russian Federation;».	Sub-point 9.7.4 of point 9.7: «9.7.4. setting the date for determining (formalizing) compiling the list of persons entitled to participate in the Shareholders Meeting, as well as other matters related to preparation and holding of the Shareholders Meeting provided for by the laws of the Russian Federation;».	The amendment is preconditioned by the replacement from 1 July 2016 of the phrase "the date the list of persons entitled to participate in the Meeting was compiled" with the phrase "the date persons entitled to participate in the Meeting were determined (formalized)" in the Federal Law on JSCs (as amended
10.	Point 9.14: «9.14. Agendas shall be prepared for Board meetings and clerical support shall be provided by the Secretary of the Board of Directors, who shall be appointed by decision of the Board of Directors on the recommendation of the Chairman of the Board of Directors.».	Point 9.14: «9.14. Agendas shall be prepared for Board meetings and clerical support shall be provided by the Secretary of the Board of Directors, whose functions shall be performed by the Corporate Secretary of the Company.who shall be appointed by decision of the Board of Directors on the recommendation of the Chairman of the Board of Directors.»	by Law No. 210-FZ). The purpose of the addendum is to reflect in the Charter the provision that functions of the secretary of the Company's Board of Directors shall be carried out by the Secretary of the Company.
11.	The first sentence of point 13.2: «The Company shall create a reserve fund and may create other financial funds.».	The first sentence of point 13.2: «The Company shall create a reserve fund and may create other financial funds.».	The purpose of the amendment is to bring the wording of point 13.2 of the Company's Charter in line with the wording of sub-point 12 of point 1 of article 65 of the Federal Law on JSCs and that of sub-point 9.7.14 of point 9.7 of the Company's Charter.

Deleted provisions are shown in this table as strikethrough text, and new provisions are shown as bold and underlined text.

Appendix to Ballot No. 9

Amendments and addenda to the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO "LUKOIL"

In the title of the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO "LUKOIL" the phrase "OAO "LUKOIL" shall be replaced with the phrase "PJSC "LUKOIL".
In point 1.1 the word "Open" shall be replaced with the word "Public".
Revise paragraph 1 of point 2.7 to read as follows:

"2.7. Proposals on introducing items to the agenda of a Meeting and proposals on nominating candidates to the Company's management bodies will be submitted with an indication of the names (name) of the shareholders (shareholder) submitting them and the number and category (type) of shares belonging thereto, and should be signed by the shareholders (shareholder) or representatives thereof. Shareholders (shareholder) of the Company who are (is) not registered in the Company's shareholder register are (is) entitled to submit proposals on items for the agenda of the Meeting and proposals on nominating candidates also by giving appropriate instructions (directives) to a person who keeps record of their rights to shares. Such instructions (directives) are given in accordance with the rules set out in the securities laws of the Russian Federation.".

In point 3.1:

a) revise paragraphs 3, 4 and 5 to read as follows:

"the date, place and time of the Meeting, the time of the start of registration of persons participating in the Meeting, the postal address to which completed ballots can be sent, or if the Meeting is conducted through absentee voting – the deadline for receiving ballots and the postal address to which the completed ballots should be sent;

the date of determining (formalizing) persons entitled to participate in a Meeting;

the deadline for receiving proposals from shareholders on nominating candidates for election to the Board of Directors of the Company, if the agenda of an extraordinary Meeting contains an item on the election of members of the Company's Board of Directors;";

b) revise paragraph 9 to read as follows:

"the form and text of the ballots, as well as the wording of resolutions on items of the agenda of the Meeting, which are to be sent in electronic form (in the form of electronic documents) to nominee holders of shares registered in the Company's shareholder register.".

In Section 4 "Preparation of the list of persons entitled to participate in a Meeting":

a) revise point 4.1 to read as follows:

"4.1. The list of persons entitled to participate in the Meeting will be compiled in accordance with the rules set out in the securities laws of the Russian Federation for the preparation of the list of persons who exercise rights to securities.";

b) delete points 4.2–4.7;

c) point 4.8 shall be point 4.2 and shall read as follows:

"4.2. The list of persons entitled to participate in the Meeting, other than information on declaration of intent thereof, will be provided at the request of persons included in this list and having at least one per cent of votes. Information that may help identify individuals included in this list, other than full names thereof, may be provided solely with the consent from such individuals.";

d) point 4.9 shall be point 4.3 and shall read as follows:

"4.3. Information on the date of determining (formalizing) persons entitled to participate in the Meeting shall be disclosed by the Company at least 7 days before said date.".

In Section 5 "Notifying shareholders of the holding of a Meeting":

а) in point 5.3:

revise paragraph 3 to read as follows:

"the type of the Meeting (annual or extraordinary), the form in which the Meeting will be held (meeting or absentee voting), and identification attributes of shares whose holders are entitled to participate in the Meeting;";

revise paragraph 5 to read as follows:

"the date when persons entitled to participate in the Meeting will be determined (formalized);";

b) revise point 5.4 to read as follows:

"5.4. Information (materials) which is (are) to be provided to persons entitled to participate in the Meeting when preparing for the Meeting must be made available to the above persons within 20 days, and if the agenda of the Meeting contains an item on the reorganization of the Company – within 30 days before the date of the Meeting in the procedure established in points 5.6 and 5.7 of these Regulations.";

c) in point 5.7:

revise paragraphs 1, 2 and 3 to read as follows:

"5.7. The materials (information) to be provided to persons entitled to participate in the Meeting when preparing for the Meeting include(s):

the Company's annual report and the report of the Audit Commission of the Company on the results of reviewing the annual report;

the annual financial statements, Auditors' report, and opinion of the Company's Audit Commission on the results of the audit of such financial statements;";

revise paragraphs 9 and 10 to read as follows:

"recommendations of the Company's Board of Directors on distribution of profits (including on the payment (declaration) of dividends on the Company's shares based on the results of the reporting year);

other information (materials) stipulated by effective legislation, in-house documents of the Company, and the decisions of the Company's Board of Directors.";

d) revise point 5.8 to read as follows:

"5.8. If a person listed in the Company's shareholder register is a nominee holder of shares, the notice on the holding of the Meeting and information (materials) to be provided to persons entitled to participate in the Meeting during preparations for the Meeting shall be provided in accordance with the rules set out in the securities laws of the Russian Federation for the provision of information and materials to persons who exercise rights to securities.".

In Section 6 "Methods of participation of shareholders and their representatives in a Meeting. Procedure for drafting powers of attorney":

a) revise point 6.14 to read as follows:

"6.14. If shares are transferred after the date when persons entitled to participate in the Meeting have been determined (formalized), but prior to the holding of the Meeting, the person included in the list of persons entitled to participate in the Meeting will be required to issue a voting proxy to the buyer or vote at the Meeting according to the instructions of the buyer of shares, if this is stipulated by share transfer agreement.";

b) in point 6.15 the phrase "after the list of persons entitled to participate in the Meeting has been drafted" shall be replaced with the phrase "the date when persons entitled to participate in the Meeting have been determined (formalized)".

In Section 9 "Holding of the Meeting":

a) paragraph 3, which shall read as follows, shall be added to point 9.3:

"Shareholders who, in accordance with the rules set out in the securities laws of the Russian Federation, gave voting instructions (directives) to persons keeping record of their rights to shares, shall also be considered to have participated in the Meeting, if notifications with declaration of their intent have been received no later than 2 days before the date of holding the Meeting or the deadline for receiving ballots in case the Meeting will be held in the form of absentee voting.";

b) in paragraphs 1 and 4 of point 9.5 the phrase "date of compilation of the list of persons entitled to participate in the Meeting" shall be replaced with the phrase "date of determining (formalizing) persons entitled to participate in the Meeting";

c) paragraph 2, which shall read as follows, shall be added to point 9.13:

"Any person entitled to participate in the Meeting (or a representative thereof) shall have the right to call for authorization by the Counting Commission of the copy of the ballot completed by him/her before the closing of the Meeting.";

d) revise sentence 1 of point 9.16 to read as follows:

"The Meeting will be opened and run by the Chairman of the Board of Directors or Vice Chairman.".

In Section 10 "Voting procedure":

а) revise paragraph 1 of point 10.2 to read as follows:

"10.2. The Company will send to each person indicated in the list of persons entitled to participate in the Meeting ballots on all agenda items of the Meeting via mail, e-mail or by personal delivery to the shareholder against a signature no later than 20 days before the date of the Meeting, and if the agenda of the Meeting contains an item on the reorganization of the Company – no later than 30 days before said date. When determining quorum and voting results, ballots received by the Company by mail, e-mail with a certified electronic digital signature no later than 2 days before the date of the Meeting will be taken into account. In absentee voting, completed ballots should be received at the Company before the day that is the deadline for the receipt of ballots. The date of a Meeting held in the form of absentee voting is the date of the deadline for the receipt of ballots.";

b) in point 10.4 the phrase "the date when the list of persons entitled to participate in the Meeting was compiled" shall be replaced with the phrase "the date when persons entitled to participate in the Meeting were determined (formalized)".

In Section 11 "Counting of votes":

a) in paragraph 2 of point 11.4 and paragraph 3 of point 11.5 the phrase "the date the list of persons entitled to participate in the Meeting was compiled" shall be replaced with the phrase "the date persons entitled to participate in the Meeting were determined (formalized)";

b) revise paragraph 2 of point 11.9 to read as follows:

"If on the date of determining (formalizing) persons entitled to participate in the Meeting a shareholder registered in the Company's shareholder register is a nominee shareholder, information contained in the report on voting results will be provided to the nominee shareholder in accordance with the rules set out in the securities laws of the Russian Federation for the provision of information and materials to persons who exercise rights to securities.".

In Section 12 "Minutes of the Meeting":

а) revise paragraph 5 of point 12.2 to read as follows:

"the date when persons entitled to participate in the Meeting were determined (formalized);";

b) revise point 12.5 to read as follows:

"12.5. One copy of the minutes of the Meeting is held for storage in the Company's archive, and one copy with the Secretary of the Company.";

c) revise sentence 1 of point 12.7 to read as follows:

"If necessary, a copy of the minutes of the Meeting and/or an excerpt from the minutes of the Meeting will be issued and signed by the Secretary of the Company (in his/her absence, the Deputy Chief of Staff of PJSC "LUKOIL") and certified by the round seal of the Company, intended for use in the activity of the Board of Directors of the Company.".

Table of amendments and addenda

to the current version of the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO "LUKOIL" (hereinafter the "Regulations")

No.	Current version of the Regulations	Proposed amendments and addenda to the Regulations	Comments
1.	Name of the Regulations: "REGULATIONS on the procedure for preparing and holding the general shareholders meeting of OAO "LUKOIL".".	Name of the Regulations: "REGULATIONS on the procedure for preparing and holding the general shareholders meeting of ОАО PJSC "LUKOIL".".	The purpose of the amendment is to bring the name of the Company in line with point 1.1 of the Charter of PJSC "LUKOIL" (hereinafter referred to as the "Company").
2.	Point 1.1: "1.1. The Regulations On The Procedure For Preparing And Holding The General Shareholders Meeting Of Open Joint Stock Company "Oil company "LUKOIL" (hereinafter the "Regulations") have been drafted in accordance with the effective legislation of the Russian Federation and the Charter of Open Joint Stock Company "Oil company "LUKOIL" (hereinafter the "Company"), and regulate the procedural issues involved in the preparations for and conduct of a general shareholders meeting of the Company.".	Point 1.1: "1.1. The Regulations On The Procedure For Preparing And Holding The General Shareholders Meeting Of Open Public Joint Stock Company "Oil company "LUKOIL" (hereinafter the "Regulations") have been drafted in accordance with the effective legislation of the Russian Federation and the Charter of Open Public Joint Stock Company "Oil company "LUKOIL" (hereinafter the "Company"), and regulate the procedural issues involved in the preparations for and conduct of a general shareholders meeting of the Company.".	See comment to point 1 of the Table.

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations
3.	Paragraph 1 of point 2.7:	Paragraph 1 of point 2.7:	The purpose of the addenda is to bring the
	"2.7. Proposals on introducing items to the	"2.7. Proposals on introducing items to the	wording of paragraph 1 of point 2.7 of these
	agenda of a Meeting and proposals on	agenda of a Meeting and proposals on	Regulations in line with point 3 of article 53 of
	nominating candidates for the Company's	nominating candidates to the Company's	the Federal Law "On Joint Stock Companies"
	management bodies will be submitted with	management bodies will be submitted with an	(hereinafter referred to as "the Federal Law on
	an indication of the names (name) of the	indication of the names (name) of the	JSCs") (as amended by the Federal Law "On
	shareholders (shareholder) submitting them	shareholders (shareholder) submitting them and	the Introduction of Amendments to Certain
	and the number and category (type) of	the number and category (type) of shares	Legislative Acts of the Russian Federation, and
	shares belonging thereto, and should be	belonging thereto, and should be signed by the	also on the Invalidation of Certain Provisions
	signed by the shareholders (shareholder).".	shareholders (shareholder) or representatives	of Legislative Acts of the Russian Federation"
		thereof. Shareholders (shareholder) of the	No. 210-FZ of 29 June 2015 (hereinafter
		Company who are (is) not registered in the	referred to as "Law No. 210-FZ"), with such
		Company's shareholder register are (is)	amendments entering into force on 1 July 2016.
		entitled to submit proposals on items for the
		agenda of the Meeting and proposals on
		nominating candidates also by giving
		appropriate instructions (directives) to a
		person who keeps record of their rights to
		shares. Such instructions (directives) are
		given in accordance with the rules set out in
		the securities laws of the Russian
		Federation.".
4.	Point 3.1:	Point 3.1:	The purpose of the amendments is to bring the
	"3.1. When preparing for the holding of the	"3.1. When preparing for the holding of the	terminology and wording of point 3.1 of these
	Meeting, the Board of Directors of the	Meeting, the Board of Directors of the Company	Regulations in line with those of article 54 of
	Company will determine:	will determine:	the Federal Law on JSCs (as amended by Law
	the form of the Meeting (a meeting	the form of the Meeting (a meeting (joint	No. 210-FZ) with due consideration of point 1
	(joint attendance of shareholders to discuss	attendance of shareholders to discuss agenda	of article 60 of the Federal Law on JSCs (as
	agenda items and take decisions on issues	items and take decisions on issues put to a vote)	amended by Law No. 210-FZ) that specifies
	put to a vote) with preliminary distribution	with preliminary distribution (dispatch) of	that voting on the agenda items of a general
	(dispatch) of ballots prior to the conduct of	ballots prior to the conduct of the Meeting	shareholders meeting of a public joint stock
	the Meeting (hereinafter also referred to as	(hereinafter also referred to as the "mixed	company should be performed by ballots.
	the "mixed form")) or absentee voting);	form")) or absentee voting);
	the date, place and time of the	the date, place and time of the Meeting,

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations
	Meeting, the time of the start of registration	the time of the start of registration of persons
	of persons participating in the Meeting, and	participating in the Meeting, and in those cases
	in those cases when completed ballots may	when completed ballots may be sent to the
	be sent to the Company based on the	Company based on the Federal Law On Joint
	Federal Law On Joint Stock Companies	Stock Companies and the Company Charter the
	and the Company Charter – the postal	postal address to which completed ballots can be
	address to which completed ballots can be	sent, or if the Meeting is conducted through
	sent, or if the Meeting is conducted through	absentee voting – the deadline for receiving
	absentee voting – the deadline for receiving	ballots and the postal address to which the
	ballots and the postal address to which the	completed ballots should be sent;
	completed ballots should be sent;	the date when the list of determining
	the date when the list of persons	(formalizing) persons entitled to participate in a
	entitled to participate in a Meeting will be	Meeting will be prepared;
	prepared;	the deadline for receiving proposals
	the agenda of the Meeting;	from shareholders on nominating candidates
	the procedure for notifying	for election to the Board of Directors of the
	shareholders of the holding of a Meeting;	Company, if the agenda of an extraordinary
	the list of information (materials) to	Meeting contains an item on the election of
	be provided to shareholders when	members of the Company's Board of
	preparing for the holding of a Meeting, and	Directors;
	the procedure for delivering it (them);	the agenda of the Meeting;
	the form and text of the ballots, if	the procedure for notifying shareholders
	voting is to be performed by ballot.".	of the holding of a Meeting;
		the list of information (materials) to be
		provided to shareholders when preparing for the
		holding of a Meeting, and the procedure for
		delivering it (them);
		the form and text of the ballots, if voting
		is to be performed by ballot as well as the
		wording of resolutions on items of the agenda
		of the Meeting, which are to be sent in
		electronic form (in the form of electronic
		documents) to nominee holders of shares
		registered in the Company's shareholder

No.	Current version of the Regulations	Proposed amendments and addenda to the Regulations	Comments
		register.".
5.	Point 4.1: "4.1. The list of persons entitled to participate in the Meeting will be compiled by the Registrar based on the data from the Company's share register on the date established by the Board of Directors of the Company in accordance with the norms of the Federal Law On Joint Stock Companies.".	Point 4.1: "4.1. The list of persons entitled to participate in the Meeting will be compiled by the Registrar based on the data from the Company's share register on the date established by the Board of Directors of the Company in accordance with the norms of the Federal Law On Joint Stock Companies in accordance with the rules set out in the securities laws of the Russian Federation for the preparation of the list of persons who exercise rights to securities.".	The purpose of the amendment is to bring the wording of point 4.1 of these Regulations in line with point 1 of article 51 of the Federal Law on JSCs (as amended by Law No. 210- FZ).
6.	Points 4.2–4.7: "4.2. The list of persons entitled to participate in a Meeting should contain the following information: the name of each person; the necessary identification data; data on the number and category (type) of shares belonging thereto that confer voting rights; the postal address in the Russian Federation to which the notice on the holding of a Meeting, ballots (in those cases when voting involves the sending of ballots), and the report on the voting results should be sent.	Points 4.2–4.7 shall be deleted. Points 4.8–4.9 of these Regulations shall be considered points 4.2 and 4.3, respectively.	Deletion of the above points related to the contents of the list of persons entitled to participate in a Meeting, as well as to introducing amendments thereto, is preconditioned by the change from 1 July 2016 in the procedure for compiling the list and complying with the rules set out in the securities laws of the Russian Federation for the preparation of the list of persons who exercise rights to securities. These rules are stipulated by article 8.7-1 of Federal Law No. 39-FZ of 22 April 1996 "On the Securities Market" (as amended by Law No. 210-FZ), however the list of data to be included in the list of persons who exercise rights to securities

Current version of the Regulations	Proposed amendments and addenda to the	Comments
	Regulations
the number of the personal account		is not exhaustive and may be expanded by
(deposit account) of this person in the		regulatory acts of the Bank of Russia.
register.		Accordingly, respective provisions related to
4.3. If the Company's shares constitute the		the list of persons entitled to participate in the
property of unit trust investment funds, the		Meeting may be included in these Regulations,
management companies of these unit trust		if any amendments have been introduced to the
investment funds will be included in the		provisions of the Regulation on Additional
list of persons entitled to participate in the		Requirements to the Procedure for Preparing,
Meeting.		Convening and Holding of the General
4.4. If the Company's shares have been		Shareholders Meeting approved by Order of the
deposited in the personal account (depot		Federal Financial Markets Service of the
account) of a trust manager, the trust		Russian Federation No. 12-6/pz-n of 2
manager in the account of which the shares		February 2012 (as amended by Order of the
were deposited, or the founder of the trust,		Federal Financial Markets Service of the
information on which has been provided by		Russian Federation No. 13-65/pz-n of 30 July
the trust manager will be included in the		2013), which govern the procedure for
list of persons entitled to participate in the		compiling the list of persons entitled to
Meeting.		participate in the Meeting.
4.5. The list of persons entitled to
participate in the Meeting shall also present
information on the number of shares
registered on the account of unidentified
persons.
4.6. The list of persons entitled to
participate in the Meeting shall also present
information on the number of shares for
which the nominee shareholder has not
provided the information that is to be
included in the given list.
4.7. Changes in the list of persons entitled
to participate in a Meeting may only be
made in the event of the restoration of the
violated rights of persons who were not
included in the list on the date when it was

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations
	prepared or the correction of mistakes
	made when it was prepared.".
7.	Point 4.8: "4.8. The list of persons entitled to participate in the Meeting or a copy thereof will be provided at the request of a person (persons) included in the indicated list and having at least 1 per cent of votes on any item on the agenda of the Meeting, according to the procedure established for providing information (materials) when preparing for the holding of a Meeting.".	Point 4.2: "4.2. The list of persons entitled to participate in the Meeting, other than information on declaration of intent thereof, or a copy thereof will be provided at the request of a person(persons) included in this the indicated list and (having) at least 1 one per cent of votes on any item on the agenda of the Meeting, according to the procedure established for providing information (materials) when preparing for the holding of a Meeting. Information that may help identify individuals included in this list, other than full names thereof, may be provided solely with	The purpose of the amendments and addenda is to bring the wording of point 4.8 of these Regulations in line with point 4 of article 51 of the Federal Law on JSCs (as amended by Law No. 210-FZ).
		the consent from such individuals.".
8.	Point 4.9: "4.9. Information on the date of preparation of the list of persons entitled to participate in the Meeting shall be disclosed by the Company at least 5 days before said date.".	4.3: Point "4.3. Information on the date of determining (formalizing) preparation of the list of persons entitled to participate in the Meeting shall be disclosed by the Company at least 5 7 days before said date.".	The extension of the term for disclosing by the Company of information on the date of determining (formalizing) persons entitled to participate in the Meeting from 5 to 7 days is preconditioned by taking effect from 1 July 2016 of amendments to point 11 of article 2.18 of Appendix No. 2 to the Listing Rules of CJSC "MICEX Stock Exchange" as approved by the Board of Directors of CJSC "MICEX Stock Exchange" on 27 February 2015 (Protocol No. 13), and recommendations contained in point 3 of Part B "Recommendations to Corporate Governance Principles" of the Code of Corporate Governance recommended by the Bank of Russia for application by joint stock companies, whose securities have been

No.	Current version of the Regulations	Proposed amendments and addenda to the Regulations	Comments
			admitted to organized trading, in its letter No. 06-52/2463 of 10 April 2014 (hereinafter referred to as the "CCG"). The phrase "the date of preparation of the list of persons entitled to participate in the Meeting" was replaced with the phrase "the date of determining (formalizing) persons entitled to participate in the Meeting" in accordance with the Federal Law on JSCs (as amended by Law No. 210- FZ).
9.	Paragraph 3 of point 5.3: " the form in which the Meeting will be held (meeting or absentee voting);"	Paragraph 3 of point 5.3: " the type of the Meeting (annual or extraordinary), the form in which the Meeting will be held (meeting or absentee voting), and identification attributes of shares whose holders are entitled to participate in the Meeting;"	The purpose of the addenda is to reflect in these Regulations the requirements of the Bank of Russia in respect of the contents of the notice on the holding of a Meeting specified in point 75.5 of chapter 75 of the Regulations on the Disclosure of Information by Issuers of Issuable Securities approved by the Bank of Russia on 30 December 2014, with amendments introduced by the Directive of the Bank of Russia No. 3899-U of 16 December 2015 effective from 14 March 2016.
10.	Paragraph 5 of point 5.3: " the date when the list of persons entitled to participate in the Meeting will be prepared;".	Paragraph 5 of point 5.3: " the date when the list of persons entitled to participate in the Meeting will be determined (formalized) will be prepared;".	The purpose of the amendment is to bring the wording of paragraph 5 of point 5.3 of these Regulations in line with paragraph 5 of point 2 of article 52 of the Federal Law on JSCs (as amended by Law No. 210-FZ).
11.	Point 5.4: "5.4. The date of notification of shareholders on the holding of a Meeting will be determined as the date the text of the notice on the holding of the Meeting is posted to the Company's official websites	Point 5.4: "5.4. Information (materials) which is (are) to be provided to persons entitled to participate in the Meeting when preparing for the Meeting must be made available to the above persons within 20 days, and if the agenda of	A new version of point 5.4 is preconditioned by the change from 1 July 2016 in the date of determining (formalizing) persons entitled to participate in the Meeting that was established by article 51 of the Federal Law on JSCs (as amended by Law No. 210-FZ), according to

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations
	www.lukoil.ru and www.lukoil.com.".	the Meeting contains an item on the	which the above date may not be set more than
		reorganization of the Company – within 30	25 days before the date of holding the Meeting,
		days before the date of the Meeting in the	and if the agenda of the Meeting contains an
		procedure established in points 5.6 and 5.7 of	item on the reorganization of the company –
		these Regulations." "The date of notification of	more than 35 days before said date. The above
		shareholders on the holding of a Meeting will be	amendment to point 5.4 of these Regulations is
		determined as the date the text of the notice on	in line with the provision in paragraph 3 of
		the holding of the Meeting is posted to the	article 52 of the Federal Law on JSCs (as
		Company's official websites www.lukoil.ru and	amended by Law No. 210-FZ).
		www.lukoil.com.".
12.	Point 5.7:	Point 5.7:	The purpose of the amendments is to bring the
	"5.7. The materials (information) to be	"5.7. The materials (information) to be provided	wording of point 5.7 of these Regulations in
	provided to the shareholders when	to persons entitled to participate in the	line with paragraph 4 of point 8.7 of the
	preparing for a Meeting include(s):	Meeting the shareholders when preparing for the	Company's Charter and paragraph 1 of point 3
	the annual report, including the report	Meeting include(s):	of article 52 of the Federal Law on JSCs (as
	of the Board of Directors;	the Company's annual report and the report	amended by Law No. 210-FZ).
	the annual financial statements,	of the Audit Commission of the Company on
	Auditors' report, and opinion of the	the results of reviewing the annual report,
	Company's Audit Commission on the	including the report of the Board of Directors;
	results of the audit of the annual financial	the annual financial statements, Auditors'
	statements, containing a verification of the	report, and opinion of the Company's Audit
	reliability of the data contained in the	Commission on the results of the audit of the
	Company's annual report and annual	annual financial statements such financial
	financial statements;	statements, containing a verification of the
	information on candidates for election	reliability of the data contained in the
	to the Company's Board of Directors,	Company's annual report and annual financial
	Audit Commission and the post of the	statements;
	single-person executive body;	information on candidates for election to the
	information on the written consent (or	Company's Board of Directors, Audit
	lack thereof) of the nominated candidates	Commission and the post of the single-person
	to election to the relevant Company bodies;	executive body;
	draft amendments and addenda to the	information on the written consent (or lack
	Company Charter, or a draft new version of	thereof) of the nominated candidates to election
	the Company Charter;	to the relevant Company bodies;

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations
	draft internal Company documents or	draft amendments and addenda to the
	amendments and addenda thereto;	Company Charter, or a draft new version of the
	draft decisions of the Meeting;	Company Charter;
	recommendations of the Company's	draft internal Company documents or
	Board of Directors on distribution of	amendments and addenda thereto;
	profits, including on the amount of	draft decisions of the Meeting;
	dividends on the Company's shares and the	recommendations of the Company's Board of
	procedure for their payment, and the	Directors on distribution of profits (including on
	Company's losses based on the results of	the payment (declaration) amount of dividends
	the financial year;	on the Company's shares and the procedure for
	other information (materials) stipulated	their payment, and the Company's losses based
	by effective legislation, the regulatory legal	on the results of the financial reporting year);
	acts related to the financial markets, and	other information (materials) stipulated by
	the decisions of the Company's Board of	effective legislation, the regulatory legal acts
	Directors.	related to the financial markets, in-house
	The indicated information and materials	documents of the Company, and the decisions
	will also be available to the persons	of the Company's Board of Directors.
	participating in the Meeting at the time	The indicated information and materials will also
	when the Meeting is held.".	be available to the persons participating in the
		Meeting at the time when the Meeting is held.".
13.	Point 5.8:	Point 5.8:	The purpose of the amendment is to bring the
	"5.8. If a person listed in the Company's	"5.8. If a person listed in the Company's	wording of point 5.8 of these Regulations in
	shareholder register is a nominee holder of	shareholder register is a nominee holder of	line with point 4 of article 52 of the Federal
	shares, the notice on the holding of a	shares, the notice on the holding of the Meeting ,	Law on JSCs (as amended by Law No. 210-
	Meeting and also the information	and also and information (materials) to be	FZ).
	(materials) to be provided to persons	provided to persons entitled to participate in the
	entitled to participate in the Meeting during	Meeting during preparations for the Meeting will
	preparations for the Meeting will be sent to	be sent to the nominee holder of shares in
	the nominee holder of shares in electronic	electronic form (in the form of electronic
	form (in the form of electronic documents	documents signed by a digital signature). The
	signed by a digital signature). The nominee	nominee holder of shares will be required to
	holder of shares will be required to bring	bring this notice on the holding of the Meeting to
	this notice on the holding of the Meeting to	the attention of its depositors, along with the
	the attention of its depositors, along with	information (materials) that it received shall be

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations
	the information (materials) that it received	provided in accordance with the with this point,
	in accordance with this point, according to	according to the procedure and by the deadlines
	the procedure and by the deadlines	established by regulatory legal acts rules set out
	established by regulatory legal acts of the	in the securities laws of the Russian Federation
	Russian Federation or the contract with the	or the contract with the depositor for the
	depositor.".	provision of information and materials to
		persons who exercise rights to securities.".
14.	Point 6.14:	Point 6.14:	The amendments are preconditioned by the
	"6.14. If shares are transferred after the list	"6.14. If shares are transferred after the date	replacement of the phrase "after the list of
	of persons entitled to participate in the	when the list of persons entitled to participate in	persons entitled to participate in the Meeting
	Meeting has been compiled, but prior to the	the Meeting have been determined	has been compiled" with the phrase "the date
	holding of the Meeting (hereinafter "shares	(formalized), has been compiled but prior to the	when persons entitled to participate in the
	transferred after the compilation of the	holding of the Meeting (hereinafter "shares	Meeting have been determined (formalized)" in
	list"), the person included in the list will be	transferred after the compilation of the list"),, the	the Federal Law on JSCs (as amended by Law
	required to issue a voting proxy to the	person included in the list of persons entitled to	No. 210-FZ).
	buyer or vote at the Meeting according to	participate in the Meeting will be required to
	the instructions of the buyer of the shares,	issue a voting proxy to the buyer or vote at the
	if this is stipulated by the share transfer	Meeting according to the instructions of the
	agreement.".	buyer of shares, if this is stipulated by share
		transfer agreement.".
15.	Point 6.15:	Point 6.15:	The amendment is preconditioned by the
	"6.15. If shares are transferred to two or	"6.15. If shares are transferred to two or more	replacement of the phrase "after the list of
	more buyers after the list of persons	buyers after the date when list of persons	persons entitled to participate in the Meeting
	entitled to participate in the Meeting has	entitled to participate in the Meeting have	has been drafted" with the phrase "the date
	been drafted, the person included in the list	been determined (formalized) has been drafted,	when persons entitled to participate in the
	of persons entitled to participate in the	the person included in the list of persons entitled	Meeting have been determined (formalized)" in
	Meeting will be required, if specified by	to participate in the Meeting will be required, if	the Federal Law on JSCs (as amended by Law
	the share transfer agreement (agreements),	specified by the share transfer agreement	No. 210-FZ).
	to vote at the Meeting according to the	(agreements), to vote at the Meeting according to
	instructions of each corresponding buyer of	the instructions of each corresponding buyer of
	the shares or to issue each such buyer a	the shares or to issue each such buyer a voting
	voting proxy, indicating therein the number	proxy, indicating therein the number of shares on
	of shares on which voting rights are	which voting rights are conferred.".
	conferred.".

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
16.	The current version does not contain this text.	Regulations Paragraph 3, which shall read as follows, shall be added to point 9.3: "Shareholders who, in accordance with the rules set out in the securities laws of the Russian Federation, gave voting instructions (directives) to persons keeping record of their rights to shares, shall also be considered to have participated in the Meeting, if notifications with declaration of their intent have been received no later than 2 days before the date of holding the Meeting or the	The addendum is preconditioned by defining the procedure for determining a quorum for the general shareholders Meeting according to the last paragraph of point 1 of article 58 of the Federal Law on JSCs (as amended by Law No. 210-FZ).
		deadline for receiving ballots in case the Meeting will be held in the form of absentee voting.".
17.	Point 9.5: "9.5. Quorum for the Meeting (quorum for issues on the agenda of the Meeting) is determined proceeding from the number of outstanding (circulating and uncancelled) voting shares of the Company as at the date of compilation of the list of persons entitled to participate in the Meeting, with the exception of: shares, title to which has passed to the Company; shares that constitute more than 30, 50 or 75 percent of the total number of outstanding ordinary shares in the Company, if such shares belong to a person that in accordance with the requirements of the Federal Law On Joint Stock Companies is obligated to make a mandatory offer and has not sent a mandatory offer to the Company, and also its affiliates;	Point 9.5: "9.5. Quorum for the Meeting (quorum for issues on the agenda of the Meeting) is determined proceeding from the number of outstanding (circulating and uncancelled) voting shares of the Company as at the date of determining (formalizing) compilation of the list of persons entitled to participate in the Meeting, with the exception of: shares, title to which has passed to the Company; shares that constitute more than 30, 50 or 75 percent of the total number of outstanding ordinary shares in the Company, if such shares belong to a person that in accordance with the requirements of the Federal Law On Joint Stock Companies is obligated to make a mandatory offer and has not sent a mandatory offer to the Company, and also its affiliates; shares cancelled after the date of	The amendments are preconditioned by the replacement of the phrase "date of compilation of the list of persons entitled to participate in the Meeting" with the phrase "date of determining (formalizing) persons entitled to participate in the Meeting" in the Federal Law on JSCs (as amended by Law No. 210-FZ).

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations
	shares cancelled after the date when	determining (formalizing) when the list of
	the list of persons entitled to participate in	persons entitled to participate in the Meeting was
	the Meeting was compiled and before the	compiled and before the date when the Meeting
	date when the Meeting is conducted;	is conducted;
	shares belonging to persons that in	shares belonging to persons that in
	accordance with the Federal Law On Joint	accordance with the Federal Law On Joint Stock
	Stock Companies have an interest in the	Companies have an interest in the performance
	performance by the Company of a	by the Company of a transaction (several related
	transaction (several related transactions),	transactions), when determining a quorum for
	when determining a quorum for the issue	the issue of the approval of the transaction
	of the approval of the transaction (several	(several related transactions) of the Company in
	related transactions) of the Company in	respect of which there is an interested party;
	respect of which there is an interested	shares belonging to the members of the
	party;	Board of Directors of the Company or persons
	shares belonging to the members of	holding positions in the management bodies of
	the Board of Directors of the Company or	the Company, when a quorum is determined for
	persons holding positions in the	the issue of the election of the Audit
	management bodies of the Company, when	Commission of the Company.
	a quorum is determined for the issue of the	When determining a quorum and counting votes,
	election of the Audit Commission of the	the part of the votes representing fractional
	Company.	shares are summed up without rounding.".
	When determining a quorum and counting
	votes, the part of the votes representing
	fractional shares are summed up without
	rounding.".
18.	The current version does not contain this	Paragraph 2, which shall read as follows, shall	The purpose of the addendum is to reflect in
	text.	be added to point 9.13:	these Regulations the recommendation
		"Any person entitled to participate in the	contained in point 23 of Part B
		Meeting (or a representative thereof) shall	"Recommendations to Corporate Governance
		have the right to call for authorization by the	Principles" of the CCG related to the corporate
		Counting Commission of the copy of the	governance principle specified in point 1.1.5 of
		ballot completed by him/her before the	Part A "Principles of Corporate Governance",
		closing of the Meeting.".	compliance with which is to be disclosed in the
			Report on Compliance with the Principles and

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations
			Recommendations of the Code of Corporate
			Governance which is to be included in the
			Company's annual report according to the
			Letter of the Bank of Russia No. IN-06-52/8 of
			17 February 2016.
19.	Sentence 1 of point 9.16:	Sentence 1 of point 9.16:	The amendment is preconditioned by the
	"The Meeting will be opened and run by	"The Meeting will be opened and run by the	proposed introduction to point 9.5 of the
	the Chairman of the Board of Directors or a	Chairman of the Board of Directors or a person	Company's Charter of the position of Vice
	person appointed by the Board of	appointed by the Board of Directors Vice	Chairman of the Board, who will carry out
	Directors.".	Chairman.".	functions of the Chairman of the Company's
			Board of Directors in case of absence of the
			Chairman.
20.	Paragraph 1 of point 10.2:	Paragraph 1 of point 10.2:	The amendment providing for the reduction of
	"10.2. "The Company will send to	"10.2. The Company will send to each person	the deadline for sending ballots from 30 to 20
	shareholders ballots on all agenda items of	indicated in the list of persons entitled to	days, and if the agenda of the Meeting contains
	the Meeting via mail, e-mail or by personal	participate in the Meeting shareholders ballots	an item on the reorganization – to 30 days, is
	delivery to the shareholder against a	on all agenda items of the Meeting via mail, e	preconditioned by the change from 1 July 2016
	signature no later than 30 days before the	mail or by personal delivery to the shareholder	in the date of determining (formalizing)
	date of the annual Meeting and no later	against a signature no later 30 than 20 days	persons entitled to participate in the
	than 25 days before the date of an	before the date of the annual Meeting and no	shareholders meeting that is stipulated by
	extraordinary Meeting. When determining	later than 25 days before the date of an	article 51 of the Federal Law on JSCs (as
	quorum and voting results, ballots received	extraordinary Meeting, and if the agenda of the	amended by Law No. 210-FZ), according to
	by the Company by mail, e-mail with a	Meeting contains an item on the	which the above date may not be set more than
	certified electronic digital signature or via	reorganization of the Company – no later	25 days before the date of holding the Meeting,
	delivery by the shareholder to the Counting	than 30 days before said date. When	and if the agenda of the Meeting contains an
	Commission no later than 2 days before the	determining quorum and voting results, ballots	item on the reorganization of the company –
	date of the Meeting will be taken into	received by the Company by mail, e-mail with a	more than 35 days before said date. The above
	account. In absentee voting, ballots are sent	certified electronic digital signature or via	amendment to paragraph 1 of point 10.2 of
	to shareholders not later than 30 days	delivery by the shareholder to the Counting	these Regulations is in line with the provision
	before the date established as the deadline	Commission no later than 2 days before the date	in point 2 of article 60 of the Federal Law on
	for the receipt of ballots by the Company.	of the Meeting will be taken into account. In	JSCs (as amended by Law No. 210-FZ).
	Completed ballots should be received at the	absentee voting, ballots are sent to shareholders
	Company before the day that is the	not later than 30 days before the date established
	deadline for the receipt of ballots. The date	as the deadline for the receipt of ballots by the

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations
	of a Meeting held in the form of absentee	Company. Ccompleted ballots should be
	voting is the date of the deadline for the	received at the Company before the day that is
	receipt of ballots.".	the deadline for the receipt of ballots. The date of
		a Meeting held in the form of absentee voting is
		the date of the deadline for the receipt of
		ballots.".
21.	Point 10.4:	Point 10.4:	The amendments are preconditioned by the
	"10.4. The ballot should contain the	"10.4. The ballot should contain the following	replacement of the phrase "the date when the
	following explanations:	explanations:	list of persons entitled to participate in the
	the voter is entitled to select only	the voter is entitled to select only one	Meeting was compiled" with the phrase "the
	one voting option, except in those cases	voting option, except in those cases when voting	date when persons entitled to participate in the
	when voting pursuant to the instructions of	pursuant to the instructions of the persons that	Meeting were determined (formalized)" in the
	the persons that acquired shares after the	acquired shares after the date when the list of	Federal Law on JSCs (as amended by Law No.
	date when the list of persons entitled to	persons entitled to participate in the Meeting	210-FZ).
	participate in the Meeting was compiled or	were determined (formalized) was compiled or
	pursuant to the instructions of the owners	pursuant to the instructions of the owners of
	of depositary securities;	depositary securities;
	if more than one voting option is	if more than one voting option is marked
	marked on a ballot, the number of votes	on a ballot, the number of votes given to each
	given to each voting option must be	voting option must be indicated in the fields for
	indicated in the fields for setting down the	setting down the number of votes given for each
	number of votes given for each option, and	option, and a note should be made indicating that
	a note should be made indicating that	voting is being performed pursuant to the
	voting is being performed pursuant to the	instructions of the purchasers of shares that were
	instructions of the purchasers of shares that	transferred after the date when the list of persons
	were transferred after the date when the list	entitled to participate in the Meeting were
	of persons having the right to participate in	determined (formalized) was compiled and/or
	the Meeting was compiled and/or pursuant	pursuant to the instructions of the owners of
	to the instructions of the owners of	depositary securities;
	depositary securities;	a person voting on the basis of a voting
	a person voting on the basis of a	proxy issued in respect of shares transferred after
	voting proxy issued in respect of shares	the date when the list of persons entitled to
	transferred after the date when the list of	participate in the Meeting were determined
	persons entitled to participate in the	(formalized) was compiled should indicate the

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations
	Meeting was compiled should indicate the	number of votes given to a voting option in the
	number of votes given to a voting option in	appropriate field opposite the voting option, and
	the appropriate field opposite the voting	make a note indicating that voting is being
	option, and make a note indicating that	performed on the basis of a voting proxy for
	voting is being performed on the basis of a	shares transferred after the date when the list of
	voting proxy for shares transferred after the	persons entitled to participate in the Meeting
	date when the list of persons entitled to	were determined (formalized) was compiled;
	participate in the Meeting was compiled;	if not all shares were transferred after the
	if not all shares were transferred	date when the list of persons entitled to
	after the date when the list of persons	participate in the Meeting were determined
	entitled to participate in the Meeting was	(formalized) was compiled, the voter should
	compiled, the voter should indicate the	indicate the number of votes given to a voting
	number of votes given to a voting option in	option in the appropriate field opposite the
	the appropriate field opposite the voting	voting option and make a note indicating that
	option and make a note indicating that part	part of the shares were transferred after the date
	of the shares were transferred after the date	when the list of persons entitled to participate in
	when the list of persons entitled to	the Meeting were determined (formalized) was
	participate in the Meeting was compiled. If	compiled. If instructions of the buyers are
	instructions of the buyers are received in	received in relation to the shares transferred after
	relation to the shares transferred after the	the date when the list of persons entitled to
	date when the list of persons entitled to	participate in the Meeting were determined
	participate in the Meeting was compiled,	(formalized) was compiled, and these
	and these instructions correspond to the	instructions correspond to the voting option
	voting option chosen, then these votes are	chosen, then these votes are tallied.".
	tallied.".
22.	Paragraph 2 of point 11.4:	Paragraph 2 of point 11.4:	The amendment is preconditioned by the
	"This rule does not extend to ballots signed	"This rule does not extend to ballots signed by	replacement of the phrase "the date the list of
	by the person that issued the voting proxy	the person that issued the voting proxy in respect	persons entitled to participate in the Meeting
	in respect of shares transferred after the	of shares transferred after the date the list of	was compiled" with the phrase "the date
	date the list of persons entitled to	persons entitled to participate in the Meeting	persons entitled to participate in the Meeting
	participate in the Meeting was compiled,	were determined (formalized) was compiled,	were determined (formalized)" in the Federal
	and/or persons acting on the basis of such	and/or persons acting on the basis of such voting	Law on JSCs (as amended by Law No. 210-
	voting proxies, in which the fields for	proxies, in which the fields for marking the	FZ).
	marking the number of votes cast for each	number of votes cast for each voting option

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations
	voting option indicate the number of votes	indicate the number of votes cast for the
	cast for the corresponding voting option	corresponding voting option and which contain
	and which contain the corresponding notes	the corresponding notes stipulated by point 10.4
	stipulated by point 10.4 of these	of these Regulations.".
	Regulations.".
23.	Paragraph 3 of point 11.5:	Paragraph 3 of point 11.5:	The amendment is preconditioned by the
	"This rule does not extend to ballots signed	"This rule does not extend to ballots signed by a	replacement of the phrase "the date the list of
	by a person voting on shares transferred	person voting on shares transferred after the date	persons entitled to participate in the Meeting
	after the date the list of persons entitled to	the list of persons entitled to participate in the	was compiled" with the phrase "the date
	participate in the Meeting was compiled, in	Meeting were determined (formalized) was	persons entitled to participate in the Meeting
	accordance with the instructions received	compiled, in accordance with the instructions	were determined (formalized)" in the Federal
	from the purchaser of such shares and/or a	received from the purchaser of such shares	Law on JSCs (as amended by Law No. 210-
	person voting on shares circulating outside	and/or a person voting on shares circulating	FZ).
	the Russian Federation in the form of	outside the Russian Federation in the form of
	depositary securities, in accordance with	depositary securities, in accordance with the
	the instructions received from the owners	instructions received from the owners of
	of depositary securities, and which contain	depositary securities, and which contain the
	the corresponding notes stipulated by point	corresponding notes stipulated by point 10.4 of
	10.4 of these Regulations.".	these Regulations.".
24.	Paragraph 2 of point 11.9:	Paragraph 2 of point 11.9:	The purpose of these amendments is to bring
	"If on the list date a shareholder registered	"If on the list date of determining	the wording of paragraph 2 of point 11.9 of
	in the Company's shareholder register is a	(formalizing) persons entitled to participate in	these Regulations in line with paragraph 2 of
	nominee shareholder, the report on voting	the Meeting a shareholder registered in the	point 4 of article 62 of the Federal Law on
	results shall be sent in electronic form (in	Company's shareholder register is a nominee	JSCs (as amended by Law No. 210-FZ).
	the form of an electronic document signed	shareholder, information contained in the
	by a digital signature) to the nominee	report on voting results will be provided sent in
	shareholder. The nominee shareholder	electronic form (in the form of an electronic
	must convey this report on voting results to	document signed by a digital signature) to the
	its depositors, pursuant to the procedure	nominee shareholder. The nominee shareholder
	and by the deadlines established by the	must convey this report on voting results to its
	regulatory legal acts of the Russian	depositors, pursuant to the, in accordance with
	Federation or the contract with the	the rules set out in the procedure and by the
	depositor.	deadlines established by the regulatory legal acts
		of the Russian Federation or the contract with the

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations depositor securities laws of the Russian
		Federation for the provision of information
		and materials to persons who exercise rights
		to securities.".
25.	Paragraph 5 of point 12.2:	Paragraph 5 of point 12.2:	The amendment is preconditioned by the
	" the date when the list of persons	" the date when the list of persons entitled	replacement of the phrase "the date when the
	entitled to participate in the Meeting was	to participate in the Meeting were determined	list of persons entitled to participate in the
	compiled;".	(formalized) was compiled;".	Meeting was compiled" with the phrase "the
			date when persons entitled to participate in the
			Meeting were determined (formalized)" in the
			Federal Law on JSCs (as amended by Law No.
			210-FZ).
26.	Point 12.5:	Point 12.5:	The amendment regarding the place where one
	"12.5. One copy of the minutes of the	"12.5. One copy of the minutes of the Meeting is	of the copies of the minutes is to be stored is
	Meeting is held for storage in the	held for storage in the Company's archive, and	preconditioned by the introduction of the
	Company's archive, and one copy with the	one copy with the Secretary of the Company	position of the Company's Secretary and the
	structural division subordinate to the Vice	structural division subordinate to the Vice	assignment of appropriate responsibility
	President–Chief of Staff of OAO	President–Chief of Staff of OAO "LUKOIL".".	thereto.
	"LUKOIL".".
27.	Sentence 1 of point 12.7:	Sentence 1 of point 12.7:	The amendments are introduced in connection
	"12.7. "If necessary, a copy of the minutes	"12.7. If necessary, a copy of the minutes of the	with the performance of functions of the
	of the Meeting and/or an excerpt from the	Meeting and/or an excerpt from the minutes of	Secretary of the Board by the Secretary of the
	minutes of the Meeting will be issued and	the Meeting will be issued and signed by the	Company, as well as in connection with the
	signed by the Secretary of the Board of	Secretary of the Company Secretary of the	change in the abbreviated name of the
	Directors (in his absence, the Deputy Chief of Staff of OAO "LUKOIL") and certified	Board of Directors (in his/her absence, the Deputy Chief of Staff of ОАО PJSC	Company.
	by the round seal of the Company, intended	"LUKOIL") and certified by the round seal of
	for use in the activity of the Board of	the Company, intended for use in the activity of
	Directors of the Company.".	the Board of Directors of the Company.".

In this table, deleted provisions are shown as strikethrough text, and new provisions are shown as bold underlined text.

Appendix to Ballot No. 10

Amendments and addenda to the Regulations on the Board of Directors of OAO "LUKOIL"

In the title of the Regulations on the Board of Directors of OAO "LUKOIL", paragraphs 3 and 4 of point 1.5., sentence 1 of point 3.16, as well as in headings and names of Appendices No. 1 and 2, the phrase "OAO "LUKOIL" shall be replaced with the phrase "PJSC "LUKOIL".
Revise point 1.1 to read as follows:

"1.1. These Regulations on the Board of Directors of PJSC "LUKOIL" (hereinafter referred to as the "Regulations") are prepared in accordance with the laws of the Russian Federation and the Charter of the Public Joint Stock Company "Oil company "LUKOIL" (hereinafter referred to as the "Company"), and shall determine the procedure for convening and holding meetings of the Board of Directors (hereinafter also referred to as the "Board").".

Revise point 1.2 to read as follows:

"1.2. In the interests of the Company, its shareholders, and its investors, the Board of Directors shall control the activity of the Company's executive bodies and perform the overall management of the operations of the Company, except for issues assigned to the authority of the General Shareholders Meeting (hereinafter referred to as the "General Meeting").".

Paragraphs 5, 6 and 7, which shall read as follows, shall be added to point 1.5:

"– inform the Board of Directors about the occurrence of a conflict of interests in respect of any agenda item of the meeting of the Board or a committee of the Board before the discussion of this item starts;

– refrain from voting on any item in respect of which they have a conflict of interests;

– inform the Board of Directors about their intent to become members of management bodies of other organizations (other than the Company's associates and those controlled by the Company), and on the fact of being elected (appointed) to said bodies.".

Points 1.6 and 1.7, which shall read as follows, shall be added to Section 1 "General provisions":

"1.6. Members of the Board are entitled to receive information on the Company's performance and review its accounting and other documentation, obtain access to documents and make information requests regarding the Company and organizations controlled thereby, as well as have other rights stipulated by effective legislation. Executive bodies of the Company are responsible for providing information and documents requested by the members of the Board.

1.7. Independent members of the Board of Directors shall inform the Board about the circumstances terminating their independence within 5 working days from the date said circumstances have arisen.".

Revise paragraph 1 of point 2.1 to read as follows:

"2.1. The Board of Directors shall conduct meetings in accordance with the approved plan of meetings, at least once every six weeks (including meetings held through absentee voting), and also as necessary at the request of persons indicated in point 2.3 of these Regulations. Each first meeting of the newly elected Board of Directors shall be conducted no later than 20 days from the date of the annual or extraordinary General Meeting electing such Board. The first meeting of the Board of Directors shall elect a Chairman of the Board of Directors (hereinafter referred to as the "Chairman") and a Vice Chairman of the Board of Directors. The Board of Directors shall be entitled to re-elect its Chairman and/or Vice Chairman at any time by a majority vote of the total number of the Board members.".

Paragraph 2, which shall read as follows, shall be added to point 2.2:

"In case of absence of the Chairman, the respective functions shall be carried out by the Vice Chairman of the Board of Directors.".

Revise sentence 1 of point 2.6 to read as follows:

"The Secretary [of the Board of Directors] (hereinafter also referred to as the "Secretary"), whose functions shall be performed by the Secretary of the Company, shall carry out preparations for Board meetings under the direction of the Chairman.".

Point 2.12, which shall read as follows, shall be added to section 2 "Term and procedure for convening and holding meetings":

"2.12. The Chairman of the Board shall take measures to ensure that materials on agenda items of the meeting of the Board are timely provided to its members.".

Revise point 3.4 to read as follows:

"3.4. Over the Board meetings the Chairman shall preside; in the absence of the Chairman Vice Chairman shall preside. In the absence of the Chairman and Vice Chairman, the Board shall appoint one of its members present at the meeting to preside.".

Revise point 3.11 to read as follows:

"3.11. If urgent decisions must be taken, the Board may pass decisions by absentee voting. Absentee voting of members of the Board may be conducted on any issues under the authority of the Board of Directors, except for the following items that are to be considered at Board meetings held through joint attendance:

1) determination of priority areas of the Company's activity;

2) convening of annual and extraordinary General Shareholders Meetings and taking decisions necessary for their convening and conducting;

3) preliminary approval of the Company's annual report;

4) election and re-election of the Chairman of the Company's Board of Directors;

5) formation of the Management Committee, the Company's collective executive

body, early termination of its members' powers, determination of the principal terms and conditions of agreements entered into with the President and members of the Management Committee;

6) inclusion of an item on the reorganization of the Company in the agenda of the General Shareholders Meeting;

7) approval of major deals;

8) approval of the Company's registrar and the terms and conditions of the agreement with the registrar, and also termination of such agreement;

9) taking decisions on issues of increasing the Company's share capital in cases specified by the Charter of the Company (including determination of the value of assets contributed in payment for additional shares placed by the Company);

10) making an application on the listing of shares and/or issuable securities of the Company convertible into shares of the Company;

11) analysis of results of assessing the efficiency of the Board of Directors and executive bodies of the Company;

12) approval of the risk management policy;

13) approval of the dividend policy of the Company.".

Revise point 3.13 to read as follows:

"3.13. The minutes shall indicate:

date, time and venue of the Board meeting or the date of absentee voting;

list of Board members participating in the consideration of agenda items, and also a list of other attendees at the meeting of the Board of Directors;

agenda;

issues put to a vote and the voting returns;

enumerator;

decisions taken.".

Revise paragraph 2 of point 3.14 to read as follows:

"The minutes of the Board of Directors containing decisions taken through absentee voting shall be signed by the Chairman of the Board of Directors. In the event of circumstances which prevent the Chairman of the Board of Directors from signing the minutes of the Board on the results of absentee voting, the minutes shall be signed by Vice Chairman of the Board.".

Table of amendments and addenda to the current version of the Regulations on the Board of Directors of OAO "LUKOIL" (hereinafter the "Regulations")

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations
1.	Name of the Regulations:	Name of the Regulations:	The purpose of the amendment is to
	"REGULATIONS ON THE BOARD OF	"REGULATIONS ON THE BOARD OF	bring the name of the Company in line
	DIRECTORS OF OAO "LUKOIL".	DIRECTORS OF PJSCОAO "LUKOIL".	with point 1.1 of the Charter of PJSC
			"LUKOIL" (hereinafter referred to as
			the "Company").
2.	Point 1.1:	Point 1.1:	See comment to point 1 of the Table.
	"1.1. These Regulations on the Board of Directors	"1.1. These Regulations on the Board of Directors
	of the Open Joint Stock Company "Oil company	of the Open Joint Stock Company "Oil company
	"LUKOIL" (hereinafter referred to as the	"LUKOIL" PJSC "LUKOIL" (hereinafter referred
	"Regulations") are prepared in accordance with	to as the "Regulations") are prepared in accordance
	the laws of the Russian Federation and the	with the laws of the Russian Federation and the
	Charter of OAO "LUKOIL" (hereinafter referred	Charter of the ОАО Public Joint Stock Company
	to as the "Company"), and shall determine the	"Oil company "LUKOIL" (hereinafter referred to
	procedure for convening and holding meetings of	as the "Company"), and shall determine the
	the Board of Directors (hereinafter also referred	procedure for convening and holding meetings of
	to as the "Board").".	the Board of Directors (hereinafter also referred to
		as the "Board").".
3.	Point 1.2:	Point 1.2:	The purpose of the amendment and
	"1.2. In the interests of the Company, its	"1.2. In the interests of the Company, its	addendum is to bring functions of the
	shareholders, and its investors, the Board of	shareholders, and its investors, the Board of	collective management body on the
	Directors shall perform the overall management	Directors shall control the activity of the	Company – the Board of Directors – in
	of the operations of the Company, except for	Company's executive bodies and perform the	line with point 9.1 of the Company's
	issues assigned by the effective legislation of the	overall management of the operations of the	Charter and point 4 of article 65.3 of
	Russian Federation and the Company Charter to	Company, except for issues assigned by the	the Civil Code of the Russian
	the authority of the General Shareholders	effective legislation of the Russian Federation and	Federation (hereinafter referred to as
	Meeting (hereinafter referred to as the "General	the Company Charter, to the authority of the	the "RF Civil Code").
	Meeting").".	General Shareholders Meeting (hereinafter referred
		to as the "General Meeting").".
4.	Point 1.5:	Point 1.5:	Regarding the proposed amendments
	"1.5. When exercising their rights and performing	"1.5. When exercising their rights and performing	to point 1.5 of these Regulations see

Current version of the Regulations	Proposed amendments and addenda to the	Comments
	Regulations
their obligations the members of the Board of	their obligations the members of the Board of	comment to point 1 of the Table.
Directors of the Company shall:	Directors of the Company shall:	Point 1.5 of these Regulations has
– not disclose or use confidential	– not disclose or use confidential	been supplemented with new
information on the Company and insider	information on the Company and insider	responsibilities of members of the
information (pursuant to the definition of these	information (pursuant to the definition of these	Company's Board of Directors in
terms given in internal Company documents) in	terms given in internal Company documents) in	connection with the recommendations
their own interests or in the interests of third	their own interests or in the interests of third	contained in points 128 and 134 of
parties, or divulge this information to parties that	parties, or divulge this information to parties that	Part B "Recommendations to
do not have access thereto;	do not have access thereto;	Corporate Governance Principles" of
– comply with all rules and procedures	– comply with all rules and procedures	the Code of Corporate Governance
stipulated by internal Company documents	stipulated by internal Company documents	recommended by the Bank of Russia
concerning the performance of transactions with	concerning the performance of transactions with	for application by joint stock
securities of OAO "LUKOIL";	securities of PJSCОAO "LUKOIL";	companies, whose securities have been
– disclose information on transactions	– disclose information on transactions	admitted to organized trading, in its
performed with securities of OAO "LUKOIL"	performed with securities of PJSCОAO	letter No. 06-52/2463 of 10 April 2014
according to the procedure and by the deadlines	"LUKOIL" according to the procedure and by the	(hereinafter referred to as the "CCG"),
stipulated by internal Company documents.".	deadlines stipulated by internal Company	which are related to the corporate
	documents.;	governance principle specified in point
	– inform the Board of Directors about the	2.6.1 of Part A of the CCG, as well as
	occurrence of a conflict of interests in respect of	in connection with the
	any agenda item of the meeting of the Board or a	recommendation contained in point
	committee of the Board before the discussion of	142 of Part B of the CCG, which is
	this item starts;	related to the corporate governance
	– refrain from voting on any item in	principle specified in point 2.6.3 of
	respect of which they have a conflict of interests;	Part A of the CCG; compliance with
	– inform the Board of Directors about	the above is to be disclosed in the
	their intent to become members of management	Report on Compliance with the
	bodies of other organizations (other than the	Principles and Recommendations of
	Company's associates and those controlled by	the Code of Corporate Governance
	the Company), and on the fact of being elected	which is to be included in annual
	(appointed) to said bodies.".	reports of public joint stock companies
		according to the Letter of the Bank of
		Russia No. IN-06-52/8 of 17 February
		2016 (hereinafter referred to as the
		"CCG Compliance Report").

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations
5.	The current version does not contain this text.	New point 1.6:	Section 1 of these Regulations has
		"1.6. Members of the Board are entitled to	been supplemented with the new point
		receive information on the Company's	1.6 that provides for rights of members
		performance and review its accounting and	of the Company's Board of Directors
		other documentation, obtain access to	in connection with the corporate
		documents and make information requests	governance principle specified in point
		regarding the Company and organizations	2.6.2 of Part A of the CCG and
		controlled thereby, as well as have other rights	recommendations contained in points
		stipulated by effective legislation. Executive	144–145 and 148 of Part B of the CCG
		bodies of the Company are responsible for	related to the corporate governance
		providing information and documents requested	principle specified in point 2.6.4 of
		by the members of the Board.".	Part A of the CCG, compliance with
			which is to be disclosed in the CCG
			Compliance Report. Rights of
			members of the Company's Board of
			Directors are equal to those of the
			corporate collective management body
			stipulated in point 4 of article 65.3 of
			the RF Civil Code.
6.	The current version does not contain this text.	New point 1.7:	Section 1 of these Regulations has
		"1.7. Independent members of the Board of	been supplemented with the new point
		Directors shall inform the Board about the	1.7 that provides for the liability of
		circumstances terminating their independence	independent members of the
		within 5 working days from the date said	Company's Board of Directors to
		circumstances have arisen.".	inform about their loss of
			independence in connection with the
			recommendations contained in point
			111 of Part B of the CCG related to the
			corporate governance principle
			specified in point 2.4.2 of Part A of the
			CCG, compliance with which is to be
			disclosed in the CCG Compliance
			Report.
7.	Paragraph 1 of point 2.1:	Paragraph 1 of point 2.1:	Deletion from paragraph 1 of point 2.1
	"2.1. The Board of Directors shall conduct	"2.1. The Board of Directors shall conduct	of the provision on the appointment of

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations
	meetings in accordance with the approved plan of meetings, at least once every six weeks (including meetings held through absentee voting), and also as necessary at the request of persons indicated in clause 2.3 of these Regulations. Each first meeting of the newly elected Board of Directors shall be conducted not later than 20 days from the date of the annual or extraordinary General Meeting electing such Board. The first meeting of the Board of Directors shall elect a Chairman of the Board of Directors (hereinafter referred to as the "Chairman") and shall appoint a Secretary of the Board of Directors (hereinafter referred to as the "Secretary") at the recommendation of the Chairman. The Board of Directors shall be entitled to re-elect its Chairman at any time by a majority vote of the total number of the Board members.".	meetings in accordance with the approved plan of meetings, at least once every six weeks (including meetings held through absentee voting), and also as necessary at the request of persons indicated in point 2.3 of these Regulations. Each first meeting of the newly elected Board of Directors shall be conducted no later than 20 days from the date of the annual or extraordinary General Meeting electing such Board. The first meeting of the Board of Directors shall elect a Chairman of the Board of Directors (hereinafter referred to as the "Chairman")and shall appoint a Secretary of the Board of Directors (hereinafter referred to as the "Secretary") at the recommendation of the Chairman and a Vice Chairman of the Board of Directors. The Board of Directors shall be entitled to re-elect its Chairman and/or Vice Chairman at any time by a majority vote of the total number of	the secretary of the Board of Directors at its first meeting is preconditioned by the assignment of functions of the Board secretary to the Secretary of the Company. The addendum is preconditioned by the advisability of electing a standing Vice Chairman of the Board of Directors who may carry out functions of the Chairman of the Company's Board of Directors in the absence of the latter for the purpose of taking urgent decisions related to convening and holding meetings of the Company's Board of Directors.
8.	The current version does not contain this text.	the Board members.". New paragraph 2 of point 2.2: "In case of absence of the Chairman, the respective functions shall be carried out by the Vice Chairman of the Board of Directors.".	The addendum is preconditioned by the advisability of electing a standing Vice Chairman of the Board of Directors who may carry out functions of the Chairman of the Company's Board of Directors in the absence of the latter for the purpose of taking urgent decisions related to convening and holding meetings of the Company's Board of Directors.
9.	Sentence 1 of point 2.6: "The Secretary shall carry out preparations for Board meetings under the direction of the Chairman.".	Sentence 1 of point 2.6: "The Secretary [of the Board of Directors] (hereinafter also referred to as the "Secretary"), whose functions shall be performed by the Secretary of the Company, shall carry out preparations for Board meetings under the direction	The purpose of the addendum is to reflect in these Regulations the provision that functions of the secretary of the Company's Board of Directors shall be carried out by the Secretary of the Company.

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations
		of the Chairman.".
10.	The current version does not contain this text.	New point 2.12:	Section 2 of these Regulations has
		"2.12. The Chairman of the Board shall take	been supplemented with the new point
		measures to ensure that materials on agenda	2.12 in connection with the
		items of the meeting of the Board are timely	recommendation contained in point
		provided to its members.".	124 of Part B of the CCG related to the
			corporate governance principle
			specified in point 2.5.3 of Part A of the
			CCG, compliance with which is to be
			disclosed in the CCG Compliance
			Report.
11.	Point 3.4:	Point 3.4:	See comment to point 8 of the Table.
	"3.4. The Chairman shall preside over the Board	"3.4. The Chairman shall preside oOver the Board
	meetings. In the absence of the Chairman, the	meetings the Chairman shall preside. В; in the
	Board shall appoint one of its members to	absence of the Chairman Vice Chairman shall
	preside.".	preside. In the absence of the Chairman and
		Vice Chairman, the Board shall appoint one of its
		members to preside the Board shall appoint one
		of its members present at the meeting to
		preside.".
12.	Point 3.11:	Point 3.11:	The addendum is preconditioned by
	"3.11. If urgent decisions must be taken, the	"3.11. If urgent decisions must be taken, the Board	the corporate governance principle
	Board may pass decisions by absentee voting.	may pass decisions by absentee voting. Absentee	specified in point 2.7.3 of Part A of the
	Absentee voting of members of the Board may be	voting of members of the Board may be conducted	CCG and the recommendation
	conducted on any issues under the authority of	on any issues under the authority of the Board of	contained in point 168 of Part B of the
	the Board of Directors.".	Directors., except for the following items that are to be considered at Board meetings held through	CCG providing that the most important items should be considered
		joint attendance:	through joint attendance at the Board
		1) determination of priority areas of the	meetings, compliance with which is to
		Company's activity;	be disclosed in the CCG Compliance
		2) convening of annual and extraordinary	Report.
		General Shareholders Meetings and taking
		decisions necessary for their convening and
		conducting;
		3) preliminary approval of the Company's

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations
		annual report;
		4) election and re-election of the Chairman of
		the Company's Board of Directors;
		5) formation of the Management Committee, the
		Company's collective executive body, early
		termination of its members' powers,
		determination of the principal terms and
		conditions of agreements entered into with the
		President and members of the Management
		Committee;
		6) inclusion of an item on the reorganization of
		the Company in the agenda of the General
		Shareholders Meeting;
		7) approval of major deals;
		8) approval of the Company's registrar and the
		terms and conditions of the agreement with the
		registrar, and also termination of such
		agreement;
		9) taking decisions on issues of increasing the
		Company's share capital in cases specified by
		the Charter of the Company (including
		determination of the value of assets contributed
		in payment for additional shares placed by the
		Company);
		10) making an application on the listing of
		shares and/or issuable securities of the Company
		convertible into shares of the Company;
		11) analysis of results of assessing the efficiency
		of the Board of Directors and executive bodies of
		the Company;
		12) approval of the risk management policy;
		13) approval of the dividend policy of the
		Company.".
13.	Point 3.13:	Point 3.13:	The purpose of the amendment and
	"3.13. The minutes shall indicate:	"3.13. The minutes shall indicate:	addendum is to bring point 3.13 of

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations
	date, time and venue of the Board	date, time and venue of the Board	these Regulations in line with point 4
	meeting or the date of absentee voting;	meeting or the date of absentee voting;	of article 181.2 of the RF Civil Code
	list of Board members participating in	list of Board members participating in	and reflect the established corporate
	the consideration of agenda items, and also a list	the consideration of agenda items, and also a list of	practice of the Company.
	of other attendees at the meeting of the Board of	other attendees at the meeting of the Board of
	Directors;	Directors;
	agenda;	agenda;
	the issues put to a vote, and the voting	issues put to a vote and the voting
	results;	returns voting results;
	decisions taken.".	enumerator;
		decisions taken.".
14.	Paragraph 2 of point 3.14:	Paragraph 2 of point 3.14:	See comment to point 8 of the Table.
	"The minutes of the Board of Directors	"The minutes of the Board of Directors containing
	containing decisions taken through absentee	decisions taken through absentee voting shall be
	voting shall be signed by the Chairman of the	signed by the Chairman of the Board of Directors.
	Board of Directors. In the event of circumstances	In the event of circumstances which prevent the
	which prevent the Chairman of the Board of	Chairman of the Board of Directors from signing
	Directors from signing the minutes of the Board	the minutes of the Board on the results of absentee
	on the results of absentee voting, the minutes	voting, the minutes shall be signed by Vice
	shall be signed by the oldest member of the Board	Chairman of the Board the oldest member of the
	of Directors of those taking part in the voting,	Board of Directors of those taking part in the
	who in this case shall be considered the Chairman	voting, who in this case shall be considered the
	of the meeting of the Board of Directors, held	Chairman of the meeting of the Board of Directors,
	through absentee voting.".	held through absentee voting.".
15.	Sentence 1 of point 3.16:	Sentence 1 of point 3.16:	See comment to point 1 of the Table.
	"Excerpts from the minutes of Board meetings	"Excerpts from the minutes of Board meetings shall
	shall be issued and signed by the Secretary of the	be issued and signed by the Secretary of the Board
	Board of Directors (or in his/her absence by the	of Directors (or in his/her absence by the Deputy
	Deputy Chief of Staff of OAO "LUKOIL"), and	Chief of Staff of PJSCОAO "LUKOIL"), and
	certified by the Company seal used to certify	certified by the Company seal used to certify Board
	Board documents.".	documents.".
16.	Header and title of Appendix No. 1 to the	Header and title of Appendix No. 1 to the	See comment to point 1 of the Table.
	Regulations:	Regulations:
	"Appendix No. 1 to the Regulations on the Board	"Appendix No. 1 to the Regulations on the Board
	of Directors of OAO "LUKOIL"	of Directors of PJSCОAO "LUKOIL"

No.	Current version of the Regulations	Proposed amendments and addenda to the	Comments
		Regulations
	Written opinion FORM on agenda items of the	Written opinion FORM on agenda items of the
	member of the Board of Directors of OAO	member of the Board of Directors of PJSCОAO
	"LUKOIL".	"LUKOIL".
17.	Header and title of Appendix No. 2 to the	Header and title of Appendix No. 2 to the	See comment to point 1 of the Table.
	Regulations:	Regulations:
	"Appendix No. 2 to the Regulations on the Board	"Appendix No. 2 to the Regulations on the Board
	of Directors of OAO "LUKOIL"	of Directors of PJSCОAO "LUKOIL"
	BALLOT of the member of the Board of	BALLOT of the member of the Board of Directors
	Directors of OAO "LUKOIL".	of PJSCОAO "LUKOIL".

In this table, deleted provisions are shown as strikethrough text, and new provisions are shown as bold underlined text.

REGULATIONS ON THE MANAGEMENT COMMITTEE OF PJSC "LUKOIL"

1. General provisions

1.1. These Regulations on the Management Committee of PJSC "LUKOIL" (hereinafter the "Regulations") have been prepared in accordance with the legislation of the Russian Federation and the Charter of Public Joint Stock Company "Oil company "LUKOIL" (hereinafter the "Company"), and establish the term, procedure for convening and holding of meetings of the Management Committee of the Company, and the procedure for taking decisions at the meetings of the Management Committee.
1.2. The Management Committee is the collective executive body of the Company.
1.3. The President of the Company shall perform the duties of the chairman of the Management Committee.
1.4. In its activity the Management Committee is governed by the legislation of the Russian Federation, the Company Charter, these Regulations and the other internal documents of the Company.
1.5. The procedure for formation and competence of the Management Committee are determined by the Company Charter.

2. Schedule and procedure for convening and holding meetings of the Management Committee

2.1. Meetings of the Management Committee shall be convened by the President of the Company as and where necessary.
2.2. The agenda of a meeting of the Management Committee shall be determined by the President of the Company, including on the basis of proposals received from members of the Management Committee.
2.3. The Company President shall organise the activity and holding of meetings of the Management Committee.
2.4. The Management Committee shall appoint a Secretary of the Management Committee (hereinafter the "Secretary") at the proposal of the President of the Company.
2.5. Under the supervision of the President of the Company, the Secretary shall perform preparations for the meetings of the Management Committee, collect materials on the agenda items, arrange and distribute them to Committee members, and prepare and edit draft decisions of the Management Committee. The Secretary shall ensure the keeping of records on the activity of the Management Committee. Records in the Management Committee shall be kept in Russian.

2.6. Proposals for the agenda of meetings of the Management Committee shall be sent in writing and via the 'Management Committee Meetings' electronic system.

The proposal should contain:

the wording of the issue to be considered by the Management Committee and the reasons for its inclusion in the agenda;
the draft decision of the Management Committee, with necessary attachments;
a reference statement containing an explanation of the issue being sent for consideration, with supporting materials attached (calculations, diagrams, charts, conclusions of consultants, etc.).
2.7. The initiator of inclusion of an issue in the agenda of a meeting of the Management Committee shall send the proposal to the Secretary. The draft decision on the issue being sent for consideration of the Management Committee should be agreed with the relevant divisions of the Company.
2.8. The Secretary shall have the right to return a draft decision for revision and additional approval. The initiator of the inclusion of the issue shall be required to consider the comments and proposals of the Secretary.
2.9. The Secretary shall send the members of the Management Committee a notice on a meeting at least three days prior to the meeting. The notice should contain the agenda, proposed decisions, and the documents and materials for the meeting. Notices shall be sent to the individual mobile electronic devices of the Committee members.

3. Procedure for the Conduct of Meetings of the Management Committee

3.1. Meetings of the Management Committee shall be held through the joint attendance of members. Management Committee meetings shall have a quorum if at least one-half of the elected Committee members are present at the meeting. When opening the meeting, the chairman shall determine whether the meeting has a quorum.

A Management Committee member may take part in a Management Committee meeting by telephone or via videoconferencing. Participation in the meeting using the above means shall qualify as attendance in person.

3.2. The Company President shall chair the meetings of the Management Committee. In the absence of the Company President, and on the instructions thereof, the First Executive Vice-President or one of the first vice-presidents of the Company shall chair the meeting of the Management Committee.
3.3. Employees of the Company and its subsidiaries, as well as other parties that have prepared information and materials on the items to be considered at the meeting, may be invited to a meeting of the Management Committee.
3.4. The time set aside for speeches at a meeting of the Management Committee shall be established as no more than 15 minutes, for joint speeches and debates – no more than 5 minutes, for questions – no more than 3 minutes. If necessary, the chairman of a meeting

of the Management Committee can alter the time allotted for speeches. The members of the Management Committee and parties invited to the meeting to discuss individual issues can participate in debates, forward proposals, make comments, and give answers on the issues being discussed.

3.5. Minutes shall be kept at the meetings of the Management Committee. The Secretary shall make sure that the minutes of the meeting are kept. The minutes of the Management Committee meeting shall be signed by the Company President and the Secretary. The information contained in the minutes of a meeting of the Management Committee shall be confidential, and shall not be disclosed.

The minutes of the meeting shall indicate:

the date, place and time of the meeting;
a list of members of the Management Committee present at the meeting, with an indication of whether the meeting was quorate;
the agenda of the meeting;
the issues put to a vote, and the voting results;
the decisions taken; and
the person who counted the votes.
3.6. Copies of the minutes shall be sent to the members of the Management Committee. The minutes of the meeting of the Management Committee shall be provided to the members of the Company's Board of Directors, the Audit Commission and the Company Auditor at their request.

A shareholder (shareholders) that holds (in aggregate hold) at least 25 percent of the voting shares in the Company shall have the right to receive access to the minutes of the meetings of the Management Committee.

3.7. The Secretary shall ensure the storage and use in work of minutes of the meetings of the Management Committee. The minutes of the meetings of the Management Committee shall be stored at the location of the Company's executive bodies.
3.8. If necessary, excerpts from the minutes of a meeting of the Management Committee will be issued and signed by the Secretary and certified by the stamp of Management Committee.

The excerpt shall indicate:

the number of the minutes;
the place and time of the meeting;
a list of members of the Management Committee present at the meeting, with an indication of whether the meeting was quorate;
the agenda item for which the excerpt was requested;
the decisions adopted on the given agenda item or the individual points thereof;
the voting results on the given agenda item.

4. Adoption of decisions at meetings of the Management Committee

4.1. Each member of the Management Committee shall have one vote. A member of the Management Committee may not transfer his/her vote to other persons, including other members of the Management Committee.
4.2. Decisions at a meeting of the Management Committee shall be taken through open voting by a majority vote of the Committee members present at the meeting. In the event of a tie vote, the vote of the chairman shall be decisive.
4.3. The decisions of the Management Committee of the Company contained in the instructions to the Company's subsidiaries are mandatory for performance by subsidiaries.

5. Control over execution of decisions of the Management Committee

5.1. The Secretary shall make sure that the decisions adopted by the Management Committee and the relevant instructions are brought to the attention of the executors, and organise the collection of information on the performance of the decisions of the Management Committee.
5.2. The members of the Management Committee and other persons who were given instructions by the decisions adopted by the Management Committee shall submit written reports on the performance of the decisions of the Management Committee (hereinafter the "Reports"). The Reports should contain the substantial results of performance of the decisions and instructions of the Management Committee. In the event of nonperformance of instructions, including by the deadlines set forth in a decision of the Management Committee, the Report should also indicate the reasons for nonperformance and contain proposals on their elimination.
5.3. The Secretary shall collect the Reports and analyse the performance of the Management Committee's decisions.
5.4. The Reports shall be considered by the Company President, who shall assess the performance of the members of the Management Committee. The President shall have the right to adopt a decision on consideration of the Reports at a meeting of the Management Committee.

6. Approval and amendment of the Regulations

6.1. These Regulations and all amendments and addenda hereto shall be approved by the General Meeting of Shareholders of the Company by a majority vote of the shareholders participating in the meeting.
6.2. Proposals on amendments and addenda to the Regulations shall be made pursuant to the procedure stipulated by the Company Charter for making proposals for the agenda of an Annual or Extraordinary General Shareholders Meeting.
6.3. If as a result of a change in the legislation of the Russian Federation or the Company Charter, certain points of these Regulations come into conflict with them, these points will lose force, and until such time as amendments are made to these Regulations the said issues must be governed by the laws of the Russian Federation or the Charter of the Company.

M I N U T E S No. 1 of the Annual General Meeting of Shareholders of Open Joint Stock Company "Oil company "LUKOIL"

Full trade name of the company: Open Joint Stock Company "Oil company "LUKOIL"

Location of the company: Sretensky bulvar 11, Moscow 101000 Russian Federation Type of the General Meeting: annual

Form of the General Meeting: 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 before the conduct of the Meeting

The date of preparation of the list of persons entitled to take part in the General Meeting: 12 May 2014

Date of the General Meeting: 26 June 2014

Place of the General Meeting: OAO "LUKOIL", Sretensky bulvar 11, Moscow

Opening of the General Meeting: 11:00 a.m.

Closing of the General Meeting: 01:55 p.m.

Start of registration of persons entitled to participate in the General Meeting: 9:30 a.m.

End of registration of persons entitled to participate in the General Meeting: 01: 30 p.m.

Start of counting votes: 01:35 p.m.

Postal address to which completed ballots had been sent: OAO Registrator NIKoil, ulitsa Ivana Franko 8, Moscow, 121108 Russian Federation Date of preparation of the Minutes: 30 June 2014

Item 4 of the agenda. On the remuneration and reimbursement of expenses to members of the Board of Directors of OAO "LUKOIL".

Decision taken on Item 4 on the agenda, point 2:

To establish remuneration for newly elected members of the Board of Directors of OAO "LUKOIL" according to Appendix No.2.

Chairman of the Meeting V.I. Grayfer Secretary of the Meeting A.V. Gaidamaka

I hereby certify that this is a true and accurate excerpt from Minutes No.1

Secretary of the Board of Directors E.L. Khavkin

Appendix to decision on Item 4 (point 2) on the agenda of the Annual General Meeting of Shareholders of Open Joint Stock Company "Oil company "LUKOIL" of 26 June 2014 (Minutes No.1)

To establish the following amounts of remuneration for the newly elected members of the Board of Directors of OAO "LUKOIL":

for performance of the duties of a member of the Board of Directors 5,200,000 roubles;
for performance by a member of the Board of Directors of the functions of the Chairman of the Board of Directors – 1,200,000 roubles;
for performance by a member of the Board of Directors of the functions of the Chairman of a committee of the Board of Directors – 600,000 roubles;
for attendance in person at a meeting of a committee of the Board of Directors by a member of the Board of Directors who is a member of the committee – 120,000 roubles;
for attendance in person at a meeting of the Board of Directors or a committee of the Board of Directors which involves a transcontinental flight (a flight from one continent to another that lasts more than eight hours) – 300,000 roubles. If a member of the Board of Directors takes a transcontinental flight to attend the meetings of both a committee (committees) of the Board of Directors and of the Board of Directors itself, only a single amount of remuneration for the transcontinental flight will be paid;
for participation in conferences and other events on written instructions of the Chairman of the Board of Directors, in an amount of 120,000 roubles.

Information on an interested-party transaction

In accordance with article 83 of the Federal Law On Joint Stock Companies (hereinafter also the "Law"), interested-party transactions must be approved by the Board of Directors or General Shareholders Meeting of the company prior to their conclusion.

One interested-party transaction is being sent for the consideration of the Annual General Shareholders Meeting of PJSC "LUKOIL": Policy (contract) on insuring the liability of directors, officers and corporations between PJSC "LUKOIL" (Policyholder) and OAO «Kapital Insurance» (Insurer).

The amount of this transaction does not exceed 2% of the book value of the assets of PJSC "LUKOIL" according to its financial statements as at 31 March 2016 (two percent equals 40,540,464,140 roubles). The transaction is being sent for the approval of the General Shareholders Meeting of the Company based on point 3 of article 83 of the Federal Law On Joint Stock Companies, since all the members of the Board of Directors of PJSC "LUKOIL" qualify as parties interested in the conclusion of the transaction. Under this transaction, all members of the Board of Directors of the Company are considered interested parties to this transaction as beneficiaries under the transaction, as they will be entitled to a compensation should an insured event occur.

Under the Policy (contract) on insuring the liability of directors, officers and corporations for 2016-2017 (hereinafter the "Policy"), insured is the liability of the sole executive body, members of management bodies, employees of PJSC "LUKOIL" and/or subsidiaries of PJSC "LUKOIL", and/or other organisations with the participation of PJSC "LUKOIL" and/or its subsidiary based on whose proposals the sole executive body and/or members of management bodies of such organisations were elected (Cover A); the liability of PJSC "LUKOIL", subsidiaries of PJSC "LUKOIL", other organisations with the participation of PJSC "LUKOIL" and/or its subsidiary based on whose proposals the sole executive body and/or members of management bodies of such organisations were elected (Cover B); the liability of PJSC "LUKOIL" and its subsidiaries in connection with claims in respect of securities (Cover C). PJSC "LUKOIL" undertakes to pay the insurance premium and OAO «Kapital Insurance» undertakes to pay the insurance coverage/indemnification (as the situation requires) under the Policy to respective Insured and/or any other person entitled to such indemnification should any insured event specified in the Policy occur, within the insurance premium (liability limit) determined by the Policy. The total aggregate limit for Covers A, B and C is at least USD 150,000,000. Insurance premium for Covers A, B and C is up to USD 450,000. The insurance premium will be paid in roubles at the exchange rate determined by the Parties as of the date the Policy is signed, in accordance with the terms and conditions of the Policy. The terms and conditions of the Policy submitted for approval have not changed compared the Policy approved by the previous Annual General Shareholders Meeting of the Company held on 25 June 2015.

It is noteworthy that in accordance with point 3 of article 49 of the Federal Law On Joint Stock Companies, by decision of 25 April 2016 the Board of Directors of PJSC "LUKOIL" recommended that the said transaction be approved by Annual General Shareholders Meeting of the Company, and pursuant to article 77 of the Law determined the price parameters of this transaction.

Public Joint Stock Company "Oil Company "LUKOIL" Summary of 2015 performance results and main objectives for 2016

In 2015, despite the unfavorable macroeconomic conditions and economic sanctions, activities of PJSC "LUKOIL" (hereinafter also the Company) were focused on increasing the market capitalization, maintaining return on invested capital at the competitive level, increasing shareholder return and optimizing the Company's activities given the new fiscal conditions, which was ensured through high production efficiency and meeting the deadlines for implementing key investment projects. The steps taken will make it possible to enhance shareholder return thanks to growth of dividends to RUB177 per share1 (+15% versus 2014). The dividend yield may reach 6.9%2 .

Exploration work and reserves of oil and gas

2015 saw a landmark event: LUKOIL Group (hereinafter also the Group) obtained its first license in the Eastern Siberia, the subsoil license for the Eastern Taymyr. This enabled the Group to expand its hydrocarbon resources potentially opening up prospects for oil&gas production in the new Eastern Siberia region, if the exploration works prove to be successful.

In 2015, 18 fields (with the D41, D33, D6 South, the Baltic Sea shelf area, being the biggest ones) and 54 deposits were discovered by the Group. The success rate of the Group's exploration drilling reached 85% in 2015.

The Group is one of the leaders both in Russia and worldwide in terms of proven hydrocarbon reserves. The proven reserve life is 19 years.

LUKOIL group possesses a well-diversified portfolio of assets both in Russia and abroad. The Western Siberia and the Bolshekhetskaya Depression account for more than half of the Company's proven reserves, while the share of international projects is 12%. 59% of all the proven reserves are classified as drilled with oil reserves accounting for 66% and gas reserves for 34%. Such a reserve structure clearly indicates a high potential of expanding production by the Group in the mid-run, especially the gas production.

Having significant contingent resources (13.9 bln BOE) at its disposal, the Group is actively conducting exploration works using innovation technologies to speed up the conversion of resources into reserves as the time for their development is coming up. Increase in contingent resources by 1.9 bln BOE from 2014 was made possible by successful exploration works in the Baltic Sea shelf, the Western Siberia and the Komi Republic, as well as by the conversion of a portion of reserves into contingent resources.

The majority of the Group's proven reserves are conventional with only 4.7% of such reserves (3.4% of 3P reserves) being high-viscosity oil reserves and 5.5% (7.5% of 3P reserves) offshore reserves. This kind of structure helps the Group monitor its development costs effectively and promptly put new fields into operation.

Having ample resources, the Group is doing its best to take advantage of them and convert into proven resources for further development. Exploration works and discoveries made as a result, as well as production drilling, contributed to expanding proven reserves by 546m BOE. The biggest part of the growth was ensured by active development of the West

¹ The dividends recommended by the Board of Directors for payment based on the 2015 performance results (including interim dividends of RUB65 per ordinary share).

² The dividend yield for 2015 is calculated based on the dividends recommended by the Board of Directors for payment based on the 2015 performance results equal to RUB177 per share and the average market price of the Company's ordinary share at the MICEX for the relevant period.

Qurna-2 field. At the same time the disposal of a 50% share in Caspian Investment Resources Ltd. deprived the Group of 49m BOE in overseas reserves.

Oil and gas production

In 2015, the oil production went up 3.6% reaching a record 100.7m t (736m barrels). Hydrocarbon production began at 14 new fields. The average yield of oil wells in the projects where the Group participates rose 3.7% making up 103 barrels/day (14.1 t/day).

The following works aimed at developing the Group's key projects were completed as planned: development of the Bolshekhetskaya Depression deposits and the Imilorsko-Istochny license area in the Western Siberia; development of the Denisovskaya Depression license area and the Yaregskoye field; facilities construction at the Filanovsky field in the Caspian; meeting the annual production targets set for the West Qurna-2 field in Iraq. Production at the Kuvachi-Alat field was launched in Uzbekistan as part of the Kandym early gas project.

In 2015, the Group's production of marketable gas (after own consumption, injection in the formation and transport losses) reached 20.3 bln m3 (119.2m BOE), a 1.4% increase compared to 2014. It was the Kandym early gas project that contributed most to the increase in marketable gas production (the Severnye Shady area and the Kuvachi-Alat field put into operation).

Oil refining

In 2015, the Company put into operation key assets as part of a large-scale refining investment project, including a facility for refining bottom products using the delayed coking method at the Perm Refinery; the second catalyst cracker and vacuum tar fractionation facility VT-2 at the Nizhny Novgorod Refinery; an atmospheric-vacuum pipe still unit at the Volgograd Refinery and a heavy still bottoms conversion complex at the Burgas refinery. Thanks to the ongoing modernization, the Group's output of light petroleum products reached 62.6%, while the production of fuel oil shrank by 10.5% across the Group and by 19% at the Russian refineries. High-octane gasoline now accounts for 100% in the total production of automotive gasoline in Russia.

Given the current market conditions against the backdrop of the "tax maneuver", margins of the oil product market redistributed from the wholesale channel to the retail one. This resulted in the Russian refineries utilization rate going down from 99% to 84% yoy. The refining volumes in Russia decreased by 7.6% to 41.9m t, while the refining volumes at the Group's overseas refineries went up 6.4% in 2015 totaling 22.6m t, which reflects 71% growth (yoy) in refining margins in Europe.

In the reporting year, the Company continued active development of the premium segments of its business channeling its efforts into the development of a promising line of oils, particularly marine oils. The Group is the leader in the Russian lubricant market with a 17% market share. In 2015, its share in the international marine oil market rose to 9.5% from 5% (2014). Steps were also taken to increase sales of aircraft fuel for into-plane fueling.

Power supply

In 2015, the Company completed the program under Capacity Supply Agreements. Over the five years, facilities with a total capacity of 949 MW were put into operation, which is 59 MW more than what the Company was obliged to provide under the agreements. The facilities included CCGT-410 at the Krasnodar heat power station, CCGT-110, CCGT-235 in Astrakhan and CCGT-135 in Stavrolen. Thus the Company fulfilled all its obligations to the state fully and in a timely manner.

The total output of electrical power in 2015 was 17.8 billion kWh. The total output of thermal power reached 12.8m GCal. The volume of thermal and electrical power produced was determined based on the conditions in the power generation market.

Sale of oil and gas

The aggregate amount of oil sold by the Company in 2015, including that refined at its own refineries, reached 143m t. Given higher profitability of oil exports compared to most domestic supplies, significant volumes of oil supplies were redirected from less profitable domestic channels to export markets. Although the export margins were lower in 2014 than the domestic market margins, the "tax maneuver" introduced in the oil sector in 2015 was a game changer.

Due to the redistribution of oil supplies, the export volumes went up 14.8% reaching 34.2m t in 2015. The share of exports outside the Customs Union rose from 87% to 89% with the utilization rate of the Company's own transport infrastructure increasing due to growth in production in the Komi Republic.

2015 saw increase in the amount of oil transported through the East Siberia–Pacific Ocean system and Kozmino Port. The amount of oil shipped so made up 1.5m t. This route enables to ensure sales of light crude maintaining its quality and with greater efficiency than traditional exports to the West. Tapping the Asia-Pacific Region market is in line with the Company's strategy to diversify its distribution.

Sale of oil products

Exports of oil products decreased by 12.5 % to 20.4m t in 2015, which was driven mainly by reduction in refining volumes and lower margins against the backdrop of the tax maneuver in the Russian oil sector. The commissioning of large secondary plants in 2015 resulted in exports of light oil products going up and dark oil products going vice versa down.

The daily average sales per petrol station in Russia amounted to 12.6 t/day shrinking 4.5% due to reduction in consumer demand driven by the unfavorable economic conditions.

The sales of non-fuel goods rose by 25%. Following 2015, 6.5m t of oil products (+19% versus 2014) worth more than RUB279 bln were sold in Russia through the LICARD system using fuel cards (non-cash settlements for legal entities) and Customer loyalty Program cards (private individuals). The total number of cards circulating in Russia reached about 7.9m, 16% more than in 2014, which was driven by customer loyalty cards introduced as part of a joint project with PJSC Rosgosstrakh.

Corporate social responsibility

Among private Russian oil and gas companies, PJSC "LUKOIL" is the only operator of offshore deposits, where strict compliance with the zero-emission principle ensures the preservation of the natural environment.

In 2015, the Company focused its attention on issues of health, safety and the environment in its regions of presence.

The key impacts on the environment were mitigated, including the reduction in air emissions by 17.7%, discharge of waste water by 5.9%, the area of polluted lands by 36.7%. The number of incidents resulting in environmental impacts went down. The percentage of annual pipeline replacements in the total length of pipelines was 2.4% with the average Russian ratio of about 2%.

As part of the APG Sustainable Use Program, 25 facilities were commissioned in the Caspian, Komi Republic, Perm and the Western Siberia in 2015. Reconstruction works were conducted at the Usinsky GPP.

In 2015, the second audit review was conducted competing the 2013–2015 certification cycle aimed at confirming the compliance of LUKOIL Group organizations with the requirements of ISO 14001 and OHSAS 18001 standards. This helped mitigate the risk of emergencies in the Group.

The vertical integration of process management and staff optimization drove growth in the efficiency indicators. Thus revenues per employee rise 8.5% to RUB54.1m.

Over the last years, there is a stable trend of decrease in the number of casualties. The growth of the number of casualties in 2015 was, inter alia, due to reasons beyond the Group's control (air crash).

The Company actively supports socially important projects in the regions of its operations annually stepping up investment in sponsor and charitable activities. Thus, 2015 saw 20.5% growth in this area due to increase in sports investments (almost threefold), providing support to the Far North peoples and preserving the cultural and historical heritage.

Corporate governance

The effective corporate governance system helps decrease the weighted average value of capital and investment risks of the Company contributing to its investment appeal and thereby growth of its shareholder value. One of PJSC "LUKOIL" priorities in this area is the protection of minority shareholders' rights.

Being a company incorporated in Russia, LUKOIL conducts its operations, inter alia, in accordance with the Corporate Governance Code recommended for use by the Bank of Russia pursuant to Letter No. 06-52/2463 dated 10.04.2014.

Since its establishment, the Company has been gradually increasing the amount of dividends per share maintaining leading positions in terms of dividend yield in the sector. Based on the 2015 results, despite the decrease in oil prices and weakened financial performance, the Board of Directors recommended to raise the dividends by 15% to RUB177 per share in line with best industry practices. The dividend yield may reach 6.9%, which is more than the average offered by peers.

In the reporting year, the following measures were taken to enhance information transparency and ensure that the shareholders' rights are respected:

conferences, the Investor's Day, one-on-one meetings, the offsite AGM (Volgograd) organized;
letters and requests, including those received by e-mail or telephone by the Investor Relations Department, processed;
regular reports of the Company published.

Stock market

During 2015, decrease in oil prices, ongoing geopolitical tensions and economic downturn put a pressure on the Russian stock indices. The average price for Urals-grade oil went down 47% in 2015, which resulted in the devaluation of the Russian rouble against the USD dollar by 23% for the same period. Therefore the RTS Index calculated in the USD dollars shrank 4.3%, while the MICEX rouble index rose 26.1%. This kind of performance may be explained by weaker rouble.

The Company's shares trading on the MICEX increased 5.4% to RUB2,354.9 per share, while the shares trading on the LSE went down 19.1% to USD32.2 per depository receipt.

Main objectives for 2016

The Company's strategy consists in seeking to increase the long-term shareholder value and shareholder return. The Company is completing a large-scale investment program establishing new efficient growth areas for steady development in the future. Investments in new projects are aimed at reinforcing the raw materials base, and at modernizing refining capacities to improve efficiency.

The key priority areas of PJSC "LUKOIL" for 2016 include:

ensuring smooth operations and financial stability of the Company in the unfavorable macroeconomic conditions through strict investment discipline, energy and labor efficiency improvement;
remaining competitive in the international and domestic markets in terms of the key performance indicators;
ensuring growth and competitiveness of dividend payments given inflation and devaluation changes;
raising accountability of management and professionals of all the grades, and providing incentives to them, for meeting the targets and key strategic goals.

AI assistant

Lukoil — AGM Information 2016

6488_agm-r_2016-05-20_7173d966-3dac-47f9-baa2-4e71864f3a4a.pdf

CONTENTS

NOTICE

of the Annual General Shareholders Meeting of Public Joint Stock Company "Oil company "LUKOIL"

Dear Shareholder,

AGENDA OF THE MEETING:

Dear Shareholder,

Board of Directors of PJSC "LUKOIL"

Agenda

DRAFT DECISIONS OF THE 2016 ANNUAL GENERAL SHAREHOLDERS MEETING OF PJSC "LUKOIL"

Draft decision on item 3 on the agenda: 'Appointment of the President of PJSC "LUKOIL"':

Recommendations of the Board of Directors of PJSC "LUKOIL" on the items on the agenda of the Annual General Shareholders Meeting of PJSC "LUKOIL"

On item 1 on the agenda of the meeting:

On item 2 on the agenda of the meeting:

On item 3 on the agenda of the meeting:

On item 4 on the agenda of the meeting:

On item 5 on the agenda of the meeting:

On item 6 on the agenda of the meeting:

On item 7 on the agenda of the meeting:

On item 8 on the agenda of the meeting:

On item 9 on the agenda of the meeting:

On item 10 on the agenda of the meeting:

On item 11 on the agenda of the meeting:

On item 12 on the agenda of the meeting:

INFORMATION ON CANDIDATES FOR THE BOARD OF DIRECTORS OF PJSC "LUKOIL"

Valery Isaakovich Grayfer

Vagit Yusufovich Alekperov

Victor Vladimirovich Blazheev

Toby Trister Gati*

Born: 1946

Igor Sergeevich Ivanov

Ravil Ulfatovich Maganov

Roger Munnings*

Richard Matzke

Born: 1937

Guglielmo Moscato**

Ivan Pictet*

Leonid Arnoldovich Fedun

INFORMATION ON THE CANDIDATE FOR THE POSITION OF THE PRESIDENT OF PJSC "LUKOIL"

President of PJSC "LUKOIL", Member of the Board of Directors of PJSC "LUKOIL", Chairman of the Management Committee of PJSC "LUKOIL"

Born: 1950

INFORMATION ON CANDIDATES FOR THE AUDIT COMMISSION OF PJSC "LUKOIL"

Pavel Aleksandrovich Suloev

Aleksandr Viktorovich Surkov

REPORT OF THE AUDIT COMMISSION ON THE RESULTS OF REVIEWING THE FINANCIAL AND BUSINESS ACTIVITY OF PJSC "LUKOIL" AND THE ANNUAL FINANCIAL STATEMENTS OF PJSC "LUKOIL" FOR 2015

I. INTRODUCTION

II. REVIEW PROCEDURE AND ANALYTICAL WORK

III. CONCLUSIONS

OPINION OF THE AUDIT COMMISSION BASED ON A REVIEW OF THE PJSC "LUKOIL" ANNUAL REPORT FOR 2015

13 May 2016 Moscow

I. INTRODUCTION

П. REVIEW PROCEDURE AND ANALYTICAL WORK

"Oil Company "LUKOIL"

Auditors' report

Information on the audit firm

Information on the audited company

Auditors' report

Management's Responsibility for the Financial Statements

Auditors' Responsibility

Opinion

Examination of the Independent Auditors' Opinion performed by the Audit Committee of the Board of Directors of PJSC "LUKOIL"

E X C E R P T

III. Examination of the Independent Auditors' opinion for subsequent submission to shareholders as materials for the Company's Annual General Shareholders Meeting (L.N. Khoba, V.V. Blazheev)

THE COMMITTEE HAS RESOLVED:

PJSC "LUKOIL" (not including subsidiaries and equity affiliates) BALANCE SHEET

PJSC "LUKOIL" (not including subsidiaries and equity affiliates) INCOME STATEMENT for the year ended 31 December

Amendments and addenda to the Charter of Public Joint Stock Company "Oil company "LUKOIL"

1. In Article 6 «Share Register»:

2. In Article 8 «Shareholders Meeting»:

3. In Article 9 «Board of Directors»:

Table of Amendments and addenda to the current version of the Charter of Public Joint Stock Company "Oil company "LUKOIL"

Amendments and addenda to the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO "LUKOIL"

to the current version of the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO "LUKOIL" (hereinafter the "Regulations")

Amendments and addenda to the Regulations on the Board of Directors of OAO "LUKOIL"

REGULATIONS ON THE MANAGEMENT COMMITTEE OF PJSC "LUKOIL"

1. General provisions

2. Schedule and procedure for convening and holding meetings of the Management Committee

3. Procedure for the Conduct of Meetings of the Management Committee

Lukoil AGM Information 2016