Materials that are made available in preparation for absentee voting for decisions to be taken by
the General Shareholders Meeting of PJSC "LUKOIL" (the deadline for the receipt of voting ballots
is 29 December 2025)
CONTENTS
1. | Notice of absentee voting for decisions to be taken by the General Shareholders Meeting of Public Joint Stock Company "Oil company "LUKOIL" | 3 |
2. | Agenda of absentee voting for decisions to be taken by the General Shareholders Meeting of PJSC "LUKOIL" | 5 |
3. | Draft decisions of the General Shareholders Meeting of PJSC "LUKOIL" | 6 |
4. | Position and recommendations of the Board of Directors of PJSC "LUKOIL" on the items on the agenda of absentee voting for decisions to be taken by the General Shareholders Meeting of PJSC "LUKOIL" | 7 |
5. | Recommendations of the Board of Directors of the Company on the amount of dividends on shares of PJSC "LUKOIL" based on the results of the first nine months of 2025 and the procedure for their payment | 9 |
6. | Information on the total number of shareholders to whom dividend payment has been suspended, and on the percentage of shares held by them in the charter capital and in the total number of voting shares of PJSC "LUKOIL" | 10 |
7. | Excerpt from Minutes No.1 of the Annual Session of the General Shareholders Meeting of Public Joint Stock Company "Oil company "LUKOIL" held on 15 May 2025 (the date of preparation of the Minutes being 16 May 2025), containing the decision on Item 4 (point 2) on the agenda (establishing the amounts of remuneration for the newly elected members of the Board of Directors) | 11 |
8. | Instructions for shareholders using the electronic voting solution | 14 |
NOTICE of Absentee Voting for Decisions to Be Taken by the General Shareholders Meeting of Public Joint Stock Company "Oil company "LUKOIL" Dear Shareholder,
Public Joint Stock Company "Oil company "LUKOIL" (PJSC "LUKOIL"), location: Moscow; address: Sretensky bulvar 11, Moscow, 101000, Russian Federation, hereby informs you that, by decision of the Board of Directors of PJSC "LUKOIL" of 21 November 2025, an absentee voting for decisions to be taken by the General Shareholders Meeting of PJSC "LUKOIL" (the Meeting) to be held with the following agenda:
On payment (declaration) of dividends based on the results of the first nine months of 2025.
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.
The deadline for the receipt of voting ballots: | 29 December 2025 |
Postal address the completed and signed ballots may be sent to: | OOO «Registrator «Garant», Krasnopresnenskaya Naberezhnaya 8, second floor, office 228, Presnensky Municipal District Intra-city territory, Moscow, 123100, Russian Federation |
The date of determining (formalizing) the persons entitled to vote when taking decisions by the Meeting: | 4 December 2025 |
Classes (types) of shares whose holders have the right to vote on all agenda items: | Registered Ordinary Shares |
Identification details of the shares whose holders are entitled to take part in absentee voting: | State Registration Number of the securities issue: 1-01-00077-А dated 25 June 2003 |
The URL of the website in the information and telecommunications network Internet where the electronic voting ballot may be completed, and the QR-code for prompt connection to the said website: | https://evoting.reggarant.ru/Voting/Lk |
Please kindly note that the persons entitled to vote when taking decisions by the Meeting may exercise their voting right on the agenda items by completing their voting ballot electronically on the website https://evoting.reggarant.ru/Voting/Lk in the information and telecommunications network Internet, with the Instructions for users of the electronic voting solution available on the websites of PJSC "LUKOIL" (the Company) https://www.lukoil.ru (in Russian), https://www.lukoil.com (in English) in the information and telecommunications network Internet. Access for completing the electronic voting ballot shall be granted from 5 December 2025 to 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 Registrar) keeping the Company's Shareholder Register with information on persons entitled to vote when taking decisions by the Meeting.
The voting ballot shall be sent to each person registered in the Company's Shareholder Register and entitled to vote when taking decisions by the Meeting in the form of an electronic message with the ballot attached thereto to the email address of the relevant person specified in the Company's Shareholder Register not later than 8 December 2025. In this case, voting can be performed by printing, completing and sending the ballot attached to the electronic message by postal mail to the address: OOO
«Registrator «Garant», Krasnopresnenskaya Naberezhnaya 8, second floor, office 228, Presnensky Municipal District Intra-city territory, Moscow, 123100, Russian Federation. In this case the voting ballot shall be signed by the person entitled to vote when taking decisions by the Meeting or his/her representative without fail.
To receive the ballot, the persons registered in the Company's Shareholder Register are highly recommended to provide their e-mail addresses so that they could be included in the Company's Shareholder Register by submitting the completed Registered Natural/Legal Person's Form containing information about the e-mail address to the Registrar or any of the transfer agents listed on the Registrar's website https://www.reggarant.ru in the Contact Information section. The Registrar charges no fee for submitting the Registered Natural/Legal Person's Form.
The ballots received by PJSC "LUKOIL" not later than the deadline for the receipt of voting ballots and the electronic ballots completed at https://evoting.reggarant.ru/Voting/Lk in the information and telecommunications network Internet not later than the said deadline will be counted for determining a quorum of the absentee voting for decisions to be taken by the General Shareholders Meeting of PJSC "LUKOIL".
Information (materials) to be provided to persons in preparation for absentee voting will be available from 9 December 2025, 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, Russian Federation, tel. 8 (495) 981 7320 or 8 (495) 780 1943, as well as at the Registrar's addresses:
Krasnopresnenskaya Naberezhnaya 8, second floor, office 228, Moscow, tel. 8 (495) 221 3112, 8 (800) 500 2947; Nevsky prospect,
21 A, 13N-1/1, fifth floor, office 511, (Mertens Business Center), St. Petersburg, tel. +7 (812) 644 8768, +7 (495) 221 3112 (ext. 2936, 2937) and at the addresses of the transfer agents of OOO «Registrator «Garant» indicated on the Registrar's official website https://http://www.reggarant.ru/index.php/ru/transfer-agentskie-punkty. The above information will also be available on the Company's websites https://www.lukoil.ru (in Russian), https://www.lukoil.com (in English) in the information and telecommunications network Internet, through the electronic voting solution on the website https://evoting.reggarant.ru/Voting/Lk in the information and telecommunications network Internet no later than 8 December 2025.
The decisions taken by the General Shareholders Meeting of PJSC "LUKOIL" and voting results will be communicated to the persons entitled to vote when taking decisions by the Meeting in the form of a Report on Voting Results to be made available on the Company's official websites https://www.lukoil.ru (in Russian), https://www.lukoil.com (in English) in the information and telecommunications network Internet by 14 January 2026. For the purpose of ensuring your rights as a shareholder of PJSC "LUKOIL", we kindly ask you to inform OOO «Registrator «Garant», the company keeping the Company's Shareholder Register, of any changes in your data (name, change in residence/domicile, change in banking details, passport and other data) in a timely manner by completing the Registered Natural/Legal Person's Form and submitting it to the Registrar. Pursuant to Clause 16, Article 8.2 of the Federal Law On Securities Market neither the Company nor the Registrar will be liable for the loss incurred, should you fail to provide information on such changes.
Dear Shareholder,
By participating in absentee voting for decisions to be taken by 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 Meeting.
More details on absentee voting for decisions to be taken by the General Shareholders Meeting of PJSC "LUKOIL" will be available if contacted at: 8 (495) 780 1943 or 8 (495) 981 7320, shareholder@lukoil.com.
Board of Directors of PJSC "LUKOIL"AGENDA of Absentee Voting for Decisions to Be Taken by the General Shareholders Meeting of PJSC "LUKOIL"
On payment (declaration) of dividends based on the results of the first nine months of 2025.
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.
DRAFT DECISIONS OF THE GENERAL SHAREHOLDERS MEETING OF PJSC "LUKOIL"
Draft decision proposed for voting on item 1 on the agenda: On payment (declaration) of dividends based on the results of the first nine months of 2025:
To pay out dividends on ordinary shares of PJSC "LUKOIL" based on the results of the first nine months of 2025 in the amount of 397 roubles per ordinary share in cash from PJSC "LUKOIL" bank account to nominee shareholders and trust managers who are professional market participants whose names are on the Shareholder Register of PJSC "LUKOIL" not later than 23 January 2026, and to other shareholders whose names are on the Shareholder Register of PJSC "LUKOIL", not later than 13 February 2026. The costs on the transfer of dividends, regardless of the means, will be borne by PJSC "LUKOIL".
To set 12 January 2026 as the date on which persons entitled to receive dividends based on the results of the first nine months of 2025 are determined.
Draft decision proposed for voting on item 2 on the agenda: 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:
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 the present decision is taken constituting one-half (i.e. 7,000,000 roubles each) of the Board fee established by decision of the General Shareholders Meeting of PJSC "LUKOIL" at its Annual Session on 15 May 2025 (Minutes No.1).
Position and recommendations of the Board of Directors of PJSC "LUKOIL" on items on the agenda of Absentee Voting for Decisions to Be Taken by the General Shareholders Meeting of PJSC "LUKOIL"
On item 1 on the agenda of the Meeting: 'On payment (declaration) of dividends based on the results of the first nine months of 2025 '
Position:
Pursuant to the Regulations on the Dividend Policy of PJSC "LUKOIL", the Company is committed to pay dividends twice a year in order to ensure regularity of dividend payments. At the same time, under the Regulations the total dividend amount for the issued Company shares, excluding the shares held by LUKOIL Group entities, shall equal at least 100% of the Company's adjusted free cash flow less without limitation expenses for the purchase of Company's stock.
The recommended amount of dividends based on the results of the first nine months of 2025 (397 roubles per ordinary share of PJSC "LUKOIL") is supported by the Company's performance results for the reporting period and the necessity of maintaining its long-term financial stability; it also takes into account zero access to international capital markets, high interest rates on the Russian debt market and the earlier decision of the Board of Directors whereby for the purposes of determining the recommended amount of dividend on PJSC "LUKOIL" shares LUKOIL Group entities' expenses on acquiring the Company's stock in the first six months of 2025 shall not be taken into account while calculating the adjusted free cash flow, and for the purposes of calculating dividend per ordinary share it shall only be shares planned for redemption that shall be deducted from the total number of the issued Company shares.
The Board of Directors assumes that at present there are no restrictions imposed by the effective legislation on dividend payments. In accordance with the norms of the Federal Law On Joint Stock Companies, the Board of Directors proposes that 12 January 2026 be set as the date on which persons entitled to receive dividends based on the results of the first nine months of 2025 will be determined. Dividend payments to nominee shareholders and trust managers registered in the Shareholder Register must take place within 10 business days from the date on which persons entitled to receive dividends are determined, and to other persons registered in the shareholder register - within 25 business days from that date. The dividends are proposed to be paid within the deadlines stipulated by law using monetary funds from the account of PJSC "LUKOIL", with all costs on the transfer of dividends, given the current corporate practices, be covered by PJSC "LUKOIL".
Recommendation:
To pay out dividends on ordinary shares of PJSC "LUKOIL" based on the results of the first nine months of 2025 in the amount of 397 roubles per ordinary share in cash from PJSC "LUKOIL" bank account to nominee shareholders and trust managers who are professional market participants whose names are on the Shareholder Register of PJSC "LUKOIL" not later than 23 January 2026, and to other shareholders whose names are on the Shareholder Register of PJSC "LUKOIL", not later than 13 February 2026. The costs on the transfer of dividends, regardless of the means, will be borne by PJSC "LUKOIL".
To set 12 January 2026 as the date on which persons entitled to receive dividends based on the results of the first nine months of 2025 are determined.
On item 2 on the agenda of the Meeting: '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.'
Position:
In accordance with Clause 2, Article 64 of the Federal Law On Joint Stock Companies, by decision of the general meeting of shareholders, the members of the board of directors of a company may be paid remuneration in the period during which they perform their duties. The amount of such remuneration shall be established by decision of a general meeting of shareholders.
The Director Compensation and Expense Reimbursement Policy of PJSC "LUKOIL" provides that subject to a decision by the General Shareholders Meeting of the Company taken at an extraordinary session/by absentee voting, members of the Company's Board of Directors may be paid a part of the remuneration for their performance of responsibilities as members of the Board of Directors.
Partial payments of the remuneration to members of the Board of Directors for the performance of their functions have become a Company practice since 2015. It should be noted that this practice is widely used by Russian issuers. Such payments minimize the impact of inflation on the total remuneration of Board members, and fully align with the balance of interests between the Company and its Board members.
The Board fee for the newly elected members of the Board of Directors of PJSC "LUKOIL" was established by the General Shareholders Meeting of PJSC "LUKOIL" at its Annual Session on 15 May 2025 (Minutes No.1) in the amount of 14,000,000 roubles. The Board of Directors proposes that one-half of this amount (i.e. 7,000,000 roubles) be paid to each member of the Board of Directors.
Recommendation:
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 the present decision is taken constituting one-half (i.e. 7,000,000 roubles each) of the Board fee established by decision of the General Shareholders Meeting of PJSC "LUKOIL" at its annual session on 15 May 2025 (Minutes No.1).
No special opinions on items on the agenda of the absentee voting for decisions to be taken by the General Shareholders Meeting of PJSC "LUKOIL" have been filed by the members of the Board of Directors of PJSC "LUKOIL" during preparations for absentee voting for decisions to be taken by the General Shareholders Meeting of PJSC "LUKOIL".Recommendations of the Board of Directors of the Company on the amount of dividends on shares of PJSC "LUKOIL" based on the results of the first nine months of 2025 and the procedure for their payment
The Board of Directors of PJSC "LUKOIL" recommends that the General Shareholders Meeting of PJSC "LUKOIL":
Pay out dividends on ordinary shares of PJSC "LUKOIL" based on the results of the first nine months of 2025 in the amount of 397 roubles per ordinary share in cash from PJSC "LUKOIL" bank account to nominee shareholders and trust managers who are professional market participants whose names are on the Shareholder Register of PJSC "LUKOIL" not later than 23 January 2026, and to other shareholders whose names are on the Shareholder Register of PJSC "LUKOIL", not later than 13 February 2026. The costs on the transfer of dividends, regardless of the means, will be borne by PJSC "LUKOIL".
Set 12 January 2026 as the date on which persons entitled to receive dividends based on the results of the first nine months of 2025 are determined.
Information on the total number of shareholders to whom dividend payment has been suspended, and on the percentage of shares held by them in the charter capital and in the total number of voting shares of PJSC "LUKOIL"1
Based on Article 43.1 of Federal Law No. 208-FZ of 26 December 1995 On Joint Stock Companies (the 'Law'), on 25 October 2024 the Board of Directors of PJSC "LUKOIL" took a decision on suspending payments of declared dividends in cash to shareholders of PJSC "LUKOIL" who are entitled to receive dividends and who are on the Shareholder Register of PJSC "LUKOIL", at the same time falling under the conditions stipulated by Clause 1, Article
43.1 of the Law.
As of 20 November 2025, dividend payment in respect to 7,540 shareholders of PJSC "LUKOIL" has been suspended, with the percentage of shares in the charter capital of PJSC "LUKOIL" held by such shareholders amounting to 0.039149% and in the total number of voting shares of PJSC "LUKOIL", to 0.042326%.
1Information is provided pursuant to Sub-clause 12, Clause 6, Article 52 of Federal Law No. 208-FZ of 26 December 1995 On Joint Stock Companies
EXCERPT M I N U T E S No. 1 of the Results of the Annual Session of the General Shareholders Meeting of Public Joint Stock Company "Oil company "LUKOIL" Full trade name of the company: Public Joint Stock Company "Oil company "LUKOIL" Location of the company: Moscow Address of the company: Sretensky bulvar 11, Moscow 101000 Russian Federation Method of decision-making by the General Meeting (the Meeting): a session (where voting may be combined with absentee voting) (the Session) Type of the Meeting Session: annual The date of determining (formalizing) the persons entitled to vote for decisions to be taken by the Meeting:
21 April 2025
Date and time of the Session: 15 May 2025, 11:00 a.m. The deadline for the receipt of voting ballots: 12 May 2025 Location of the Session: PJSC "LUKOIL", Sretensky bulvar 11, Moscow, Vega Conference Hall (entrance from Kostyansky pereulok) Start of registration of persons entitled to participate in the Session: 9:30 a.m. Opening of the Session: 11:00 a.m. End of registration of persons entitled to participate in the Session: 12:05 p.m. Start of counting votes: 12:20 p.m. Closing of the Session: 12:56 p.m. Postal address to which completed ballots had been sent: OOO «Registrator «Garant», Krasnopresnenskaya Naberezhnaya 8, second floor, office 228, Presnensky Municipal District Intra-city territory, Moscow, 123100, Russian Federation The URL of the website on the information and telecommunications network "Internet" where electronic voting ballots may be completed: https://evoting.reggarant.ru/Voting/Lk Date of preparation of the Minutes: 16 May 2025...
The person chairing the Annual Session of the General Shareholders Meeting of PJSC "LUKOIL": Vice-Chairman of the Board of Directors of PJSC "LUKOIL"… (pursuant to point 9.16 of the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of PJSC "LUKOIL"). Secretary of the Session: Vladimir Nikolayevich Vinogradov The person who confirmed decision-making by the Meeting and persons present while decisions were taken: the registrar of PJSC "LUKOIL" - Limited Liability Company «Registrator «Garant» (location: Krasnopresnenskaya Naberezhnaya 8, second floor, office 228, Presnensky Municipal District Intra-city territory, Moscow, 123100, Russian Federation) that performed the functions of the Counting Commission. Persons authorized by the registrar performing the functions of the Counting Commission, who performed the vote counting:Dmitry Igorevich Irshenkov (by power of attorney No. 7 of 28 February 2025);
Marina Vladimirovna Uspenskaya (by power of attorney No. 5 of 28 February 2025);
Tatyana Mikhailovna Safronova (by power of attorney No. 4 of 28 February 2025).
…
Item 4 on the agenda. On the remuneration and reimbursement of expenses to members of the Board of Directors of PJSC "LUKOIL".
...
Resolution on Item 4 on the agenda:
«…
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.
To establish that during their service the newly elected members of the Board of Directors shall be reimbursed for the expenses related to the performance of their functions as members of the Board of Directors,
the types of which were 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 and documented expenses, upon submission by members of the Board of Directors of written expense claims.»
Voting results on Item 4 (points 2 and 3) on the agenda:1. The number of votes belonging to the persons included in the list of persons entitled to vote for decisions to be taken at the Meeting on this Item: | 638,060,866 |
2. The number of votes for the Company's voting shares on this agenda item | |
determined taking into account the provisions of point 4.24 of the Regulations on | |
General Shareholders Meetings, approved by the Bank of Russia on 16 November 2018 (No.660-P): | 638,060,866 |
3. The number of votes belonging to the persons who took part in the Session on | |
this Item: | 380,915,265 |
(59.6989%), | |
the Item is quorate | |
The number of votes cast for each voting option: | |
"For" | 374,845,518 |
(98.4065%) | |
"Against" | 33,874 |
"Abstain" | 4,579,124 |
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.
To establish that during their service the newly elected members of the Board of Directors shall be reimbursed for the expenses related to the performance of their functions as members of the Board of Directors, the types of which were 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 and documented expenses, upon submission by members of the Board of Directors of written expense claims.
Chairman of the Meeting …
Secretary of the Meeting V.N.Vinogradov
I hereby certify that this is a true and accurate excerpt from Minutes No.1
Corporate Secretary N.I.Podolskaya
Appendix No.2 to the decision on Item 4 (point 2) on the agenda of the Annual Session of the General Meeting of Shareholders of Public Joint Stock Company "Oil company "LUKOIL" of 15 May 2025 (Minutes No.1)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 - 14,000,000 roubles;
for performance by a member of the Board of Directors of the functions of the Chairman of the Board of Directors - 11,700,000 roubles;
for performance by a member of the Board of Directors of the functions of the Vice-Chairman of the Board of Directors - 3,600,000 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 - 1,600,000 roubles;
for performance by a member of the Board of Directors of the functions of a member of a committee of the Board of Directors - 1,600,000 roubles;
for each attendance in person at a meeting of the Board of Directors or a committee of the Board of Directors where attendance requires a flight that lasts more than eight hours - 400,000 roubles. If a member of the Board of Directors takes a 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 flight shall be paid;
for each participation in conferences and other events on written instructions of the Chairman of the Board of Directors, in an amount of 200,000 roubles.
Instructions for shareholders of PJSC "LUKOIL" using the electronic voting solution
for the General Shareholders Meeting of PJSC "LUKOIL"
Please be informed that access for completing electronic voting ballots shall be granted to the shareholders who register their title to shares in the Company's Shareholder Register on the date following the date on which persons entitled to vote for decisions to be taken by the General Meeting are determined, while shareholders who are clients of nominee holders shall be granted access after the said nominee holders provide OOO «Registrator «Garant», the company keeping the Company's Shareholder Register, with information on persons entitled to vote for decisions to be taken by the General Shareholders Meeting of PJSC"LUKOIL".
To use the e-voting service: 1. Follow the link: https://evoting.reggarant.ru/Voting/Lk or use the QR code to reach the website immediately. | ||||
2. On the opening page, choose your preferred identification method:
If you are a registered user of the Shareholder's Personal Account service, please use your credentials to enter. | ||||
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6. In the List of Meetings section, choose the available meeting and click on the VOTE button to proceed to the ballot. | |||
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If you have any questions regarding the E-voting Service, please contact OOO «Registrator «Garant»: call +7 800 500 29 47 or email: evoting@reggarant.ru.
