Notice to Bondholders
01st November 2013
LUKOIL INTERNATIONAL FINANCE B.V.
(incorporated in The Netherlands with limited liability) (the “Issuer”)
2.625 per cent. Convertible Bonds due June 2015 (ISIN: XS0563898062) (the “Bonds”)
Convertible into American Depositary Receipts (each an “ADR”) representing ordinary shares (the “Shares”) of, and with the guarantee of, OAO LUKOIL (incorporated as an open joint stock company in the Russian Federation) (the “Guarantor”)
In accordance with Clause 7.17 of the Trust Deed dated 16 December 2010 (the “Trust Deed”) between the Issuer, the Guarantor and Citicorp Trustee Company Limited as trustee and Condition 18 of the Terms and Conditions of the Bonds, the Issuer hereby notifies holders of the Bonds (the “Bondholders”) that the Conversion Price (as defined in Condition 7) has been adjusted as described in this notice.
As a result of the announcement by the Company on 08 August 2013 of a cash dividend to its shareholders (the “Shareholders”) in the amount of Russian Roubles 50 per Share, the payment of which was approved at the Company’s general meeting of Shareholders held on 30 September 2013, the Issuer hereby notifies Bondholders that the Conversion Price has been adjusted from US$71.08 to US$69.39, and the new Threshold Amount has been fixed at a gross amount per Share of U.S.$1.64 equivalent to U.S.$1.64 per ADR, pursuant to Condition 7 (C)(iii) of the Terms and Conditions of the Bonds – “Adjustments to Conversion Price – Distributions”
In accordance with clause 7(C)(iii), the calculation of this adjustment takes into account the dividend of Russian Roubles 50 per Share paid on 20 August 2013 as another “Cash Dividend … per Share the ex- date of which falls during the Relevant Calendar Year”, which at the time did not give rise to any adjustment.
Pursuant to Condition 7(C)(iii), the adjustment to the Conversion Price and the Threshold Amount is effective as from 01st November 2013.