16 Oct 2019 11:31
The Board of Directors of PJSC "LUKOIL" APPROVES AGENDA OF Extraordinary General Shareholders Meeting
The Board of Directors of PJSC "LUKOIL" resolved to hold an Extraordinary General Shareholders Meeting of PJSC "LUKOIL" in the form of absentee voting, with the following agenda:
1. On payment (declaration) of dividends based on the results of the first nine months of 2019.
2. On payment of a part of the remuneration to members of the Board of Directors of PJSC "LUKOIL" for their performance of the functions of the members of the Board of Directors.
3. On payment of remuneration to members of the Audit Commission of PJSC "LUKOIL".
4. Approval of a new version of the Charter of Public Joint Stock Company "Oil company "LUKOIL".
5. On the early termination of powers of members of the Audit Commission of PJSC "LUKOIL".
6. Approval of Amendments to the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of PJSC "LUKOIL".
7. Approval of Amendments to the Regulations on the Board of Directors of PJSC "LUKOIL".
8. Approval of an Amendment to the Regulations on the Management Committee of PJSC "LUKOIL".
9. On invalidating the Regulations on the Audit Commission of OAO "LUKOIL".
10. On reducing the Charter Capital of PJSC "LUKOIL" through acquisition of a portion of issued shares in order to reduce the total number thereof.
The deadline for the receipt of ballots is 3 December 2019.
The postal address to which completed ballots must be sent: OOO «Registrator «Garant», Krasnopresnenskaya Naberezhnaya 6, Moscow, 123100, Russian Federation.
The date of determining (formalizing) the persons entitled to take part in the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" will be 8 November 2019.
The Board of Directors approved the list of information (materials) to be provided to shareholders in preparation for the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" and the form and text of the ballots.
Materials provided to the shareholders in preparation for the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" will be published on the Company's websites at www.lukoil.ru (in Russian) and at www.lukoil.com (in English) not later than 2 November 2019.
The shareholders entitled to participate in the Meeting may complete their voting ballots electronically through the electronic voting service on the website https://evoting.reggarant.ru/Voting/Lk.
The Board of Directors recommended that the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" adopt the following decisions:
On item 1 on the agenda of the Meeting:
To pay dividends on ordinary shares of PJSC "LUKOIL" based on the results of the first nine months of 2019 in the amount of 192 roubles per ordinary share. The dividends be paid using monetary funds from the account of PJSC "LUKOIL" as follows:
- 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 10 January 2020,
- payments to other persons registered in the shareholder register of PJSC "LUKOIL" to be made not later than 31 January 2020.
The costs on the transfer of dividends, regardless of the means, will be paid by PJSC "LUKOIL".
To propose that the Extraordinary General Shareholders Meeting set 20 December 2019 as the date on which persons entitled to receive dividends based on the results of the first nine months of 2019 will be determined.
On item 2 on the agenda of the Meeting:
To pay a part of the remuneration to members of the Board of Directors of PJSC "LUKOIL" for performance of their functions (Board fee) for the period from the date the decision on the election of the Board of Directors was taken to the date this decision is taken by the Extraordinary General Shareholders Meeting of PJSC "LUKOIL" constituting one-half (i.e. 3,500,000 roubles each) of the Board fee established by decision of the Annual General Shareholders Meeting of PJSC "LUKOIL" on 20 June 2019 (Minutes No.1).
On item 3 on the agenda of the Meeting:
To pay remuneration to the members of the Audit Commission of PJSC "LUKOIL" in the following amounts:
I.N. Vrublevskiy - 3,500,000 roubles
A.V. Otrubyannikov - 3,500,000 roubles
P.A. Suloev - 3,500,000 roubles.
On item 4 on the agenda of the Meeting:
To approve a new version of the Charter of Public Joint Stock Company "Oil company "LUKOIL".
On item 5 on the agenda of the Meeting:
To terminate early the powers of all of the members of the Audit Commission of PJSC "LUKOIL": I.N. Vrublevskiy, A.V. Otrubyannikov, P.A. Suloev.
On item 6 on the agenda of the Meeting:
To approve Amendments to the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of PJSC "LUKOIL".
On item 7 on the agenda of the Meeting:
To approve Amendments to the Regulations on the Board of Directors of PJSC "LUKOIL".
On item 8 on the agenda of the Meeting:
To approve an Amendment to the Regulations on the Management Committee of PJSC "LUKOIL".
On item 9 on the agenda of the Meeting:
To invalidate the Regulations on the Audit Commission of OAO "LUKOIL" approved by the Annual General Shareholders Meeting of Open Joint Stock Company "Oil company "LUKOIL" on 27 June 2002 (Minutes No.1), with amendments approved by the Annual General Shareholders Meetings of OAO "LUKOIL" on 26 June 2003 (Minutes No.1) and 28 June 2006 (Minutes No.1).
On item 10 on the agenda of the Meeting:
To reduce the Charter Capital of PJSC "LUKOIL" through acquisition of a portion of issued shares of PJSC "LUKOIL" in order to reduce the total number thereof, on the following terms:
- class (type) of shares to be acquired: uncertified registered ordinary shares;
- number of shares of PJSC "LUKOIL" of the said class (type) to be acquired: 25,000,000 shares*;
- purchase price: RUB 5,300 per share;
- period during which shareholders are authorized to file or recall respective applications to sell shares of PJSC "LUKOIL" owned by them, namely: from 27 December 2019 through 25 January 2020;
- payment due date for the shares to be acquired by PJSC "LUKOIL": 07 February 2020 at the latest;
- method of payment for the shares to be acquired: by money transfer.
* In case a relevant resolution is passed by the Extraordinary General Shareholders Meeting the charter capital of PJSC "LUKOIL" will be reduced to 690,000,000 uncertified registered ordinary shares as a result of redemption of shares.