16 May 2019 12:04
THE BOARD OF DIRECTORS OF PJSC "LUKOIL" APPROVES AGENDA OF
THE ANNUAL GENERAL SHAREHOLDERS MEETING
A meeting of the Board of Directors of PJSC "LUKOIL" was held in Moscow on 16 May 2019 and made resolutions relating to recommendations on calling of the Annual General Shareholders Meeting of PJSC "LUKOIL". The Annual General Shareholders Meeting will be held at 11:00 a.m. on 20 June 2019 at the following address: Moscow, Sretensky Bulvar 11, PJSC "LUKOIL", building Vega, Conference Hall (entrance from Kostyansky pereulok). Registration of persons participating in the meeting shall begin at 09:30 a.m.
It was determined that the date of determination (fixing) of persons entitled to take part in the Annual General Shareholders Meeting shall be 27 May 2019.
The postal address to which completed ballots may be sent: 123100, Russian Federation, Moscow, Krasnopresnenskaya Naberezhnaya 6, OOO "Registrator "Garant". The deadline for receipt of completed ballots shall be 17 June 2019.
The Board of Directors approved the following agenda for the Annual General Shareholders Meeting of PJSC "LUKOIL".
1. Approval of the 2018 Annual Report of PJSC "LUKOIL", the annual accounting (financial) statements, distribution of profits and adoption of a decision on payment (declaration) of dividends based on the 2018 annual results.
2. Election of the members of the Board of Directors of PJSC "LUKOIL".
3. Election of the members of the Audit Commission of PJSC "LUKOIL".
4. On the remuneration and reimbursement of expenses to members of the Board of Directors of PJSC "LUKOIL".
5. On the remuneration of members of the Audit Commission of PJSC "LUKOIL".
6. Approval of the Auditor of PJSC "LUKOIL".
7. Approval of a new version of the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of PJSC "LUKOIL".
8. On reducing the Charter Capital of PJSC "LUKOIL" through acquisition of a portion of issued shares in order to reduce the total number thereof.
9. Decision on consent to perform an interested-party transaction.
The full text of the position and the recommendations of the Board of Directors of PJSC "LUKOIL" on the Annual General Shareholders Meeting agenda will be included in the set of documents provided to the shareholders in preparation for the Annual General Shareholders Meeting. These documents will be available on the Company's websites at www.lukoil.ru (in Russian) and at www.lukoil.com (in English) on 20 May 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.
Access for completing electronic voting ballots shall be granted from 28 May 2019 to the shareholders who register their title to shares in the Company's shareholder register, while shareholders who are clients of nominee holders shall be granted access after the said nominee holders provide OOO «Registrator «Garant», the Company's Registrar, with information on persons entitled to participate in the Annual General Shareholders Meeting of PJSC "LUKOIL".
In particular it was recommended that the Annual General Shareholders Meeting adopt the following decisions:
- To approve the Annual Report of PJSC "LUKOIL" for 2018, the annual accounting (financial) statements and distribute the profits based on the 2018 annual results as follows:
The net profit of PJSC "LUKOIL" based on the 2018 annual results equalled 219,484,106,242.18 roubles.
The net profit in the amount of 116,250,000,000 roubles based on the 2018 annual results (excluding the profit distributed as interim dividends of 71,250,000,000 roubles for the first nine months of 2018) be allocated for the payment of dividends.
The remainder of the profits in the amount 31,984,106,242.18 roubles shall be retained earnings.
To pay dividends on ordinary shares of PJSC "LUKOIL" based on the 2018 annual results in an amount of 155 roubles per ordinary share (excluding the interim dividends of 95 roubles per ordinary share paid for the first nine months of 2018). The total amount of dividends payable for 2018 including the earlier paid interim dividends will be 250 roubles per ordinary share. The dividends of 155 roubles per ordinary share 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 19 July 2019,
- payments to other persons registered in the shareholder register of PJSC "LUKOIL" to be made not later than 9 August 2019.
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 9 July 2019 as the date on which persons entitled to receive dividends based on the 2018 annual results will be determined.
- 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 6 March 2019.
- To elect the Audit Commission of PJSC "LUKOIL" from the list of candidates approved by the Board of Directors of PJSC "LUKOIL" on 6 March 2019.
- To approve the independent auditor of PJSC "LUKOIL" - Joint stock company KPMG.
- To approve a new version of the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of PJSC "LUKOIL".
- 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: 35,000,000 (thirty-five million) shares*;
- purchase price: RUB 5,450 (five thousand four hundred and fifty) 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 16 July 2019 through 14 August 2019;
- payment due date for the shares to be acquired by PJSC "LUKOIL": 28 August 2019 at the latest;
- method of payment for the shares to be acquired: using monetary funds.
- To give consent to an interested-party transaction - Contract (Policy) on Directors, Officers and Companies Liability Insurance between PJSC "LUKOIL" (Policyholder) and Ingosstrakh Insurance Company (Insurer).
* In case a relevant resolution is passed by the Annual General Shareholders Meeting the charter capital of PJSC "LUKOIL" will be reduced to 715,000,000 uncertified registered ordinary shares as a result of redemption of shares.