THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF HOLDERS. IF HOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD SEEK INDEPENDENT ADVICE, INCLUDING AS TO ANY LEGAL, FINANCIAL OR TAX CONSEQUENCES, IMMEDIATELY FROM THEIR OWN BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER.
THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, ANY SECURITY AND IS BEING SENT TO HOLDERS SOLELY IN THEIR CAPACITY AS SUCH IN CONNECTION WITH THE ADJOURNED MEETING (AS DEFINED BELOW). THIS DOES NOT AFFECT THE RIGHT OF HOLDERS TO APPOINT A PROXY TO ATTEND AND VOTE AT THE ADJOURNED MEETING IN ACCORDANCE WITH THE PROVISIONS OF THE TRUST DEED AS DEFINED BELOW).
29 September 2022
NOTICE OF ADJOURNED MEETING
of the holders of the outstanding
U.S.$1,500,000,000 4.563 per cent. Notes due 2023 (the "Notes") issued by LUKOIL International Finance B.V. (the "Issuer") and guaranteed by PJSC LUKOIL ("LUKOIL")
(Regulation S ISIN: XS0919504562, Common Code: 091950456
Rule 144А ISIN: US549876AH32, CUSIP: 549876 AH3)
The Meeting to consider the Retirement and Appointment Extraordinary Resolution and the Amendments Extraordinary Resolution was held on 28 September 2022. The Retirement and Appointment Extraordinary Resolution was passed, however, the Meeting was not quorate for the Amendments Extraordinary Resolution. The Meeting has therefore been adjourned with respect to the Amendments Extraordinary Resolution as described below.
NOTICE IS HEREBY GIVEN that an adjourned meeting (the "Adjourned Meeting") of the holders of Notes (the "Holders"), which is hereby being convened by LUKOIL, will be held via video conference (with dial-in details to be provided by i2 Capital Markets Ltd (the "Tabulation Agent") following its satisfaction of the identity of the Holders as to their status as Holders) on 13 October 2022 for the purpose of considering and, if thought fit, passing Extraordinary Resolution (as defined in the Trust Deed) to approve the Proposals (as defined below).
The Adjourned Meeting will commence at 4:00 p.m. (London time). Capitalised terms used but not defined in this Notice have the meanings given to them in the Conditions set out in the Trust Deed dated 24 April 2013, between the Issuer, LUKOIL as the guarantor and Citicorp Trustee Company Limited (the "Original Trustee") as trustee for the Holders of the Notes (the "Trust Deed") and the Memorandum (as defined below), as applicable.
LUKOIL has convened the Adjourned Meeting for the purpose of enabling Holders to consider and resolve, if they think fit, to pass Extraordinary Resolution relating to the Proposals (as defined below).
Holders are further given notice that LUKOIL has invited Holders to approve the Amendments and waiver of certain terms of the Notes (the "Proposals"), the details of which are set out in a consent solicitation memorandum prepared by LUKOIL and dated 5 September 2022 (the "Memorandum"), which can be obtained by registering at https://i2capmark.com/event-details/78/Holder/lukoil-consent / via email at email@example.com.
THE ORIGINAL TRUSTEE AND THE NEW TRUSTEE HAVE NOT BEEN INVOLVED IN THE FORMULATION OF THE EXTRAORDINARY RESOLUTION AND THEY EXPRESS NO OPINION ON THE MERITS OF THE EXTRAORDINARY RESOLUTION OR ON WHETHER HOLDERS WOULD BE ACTING IN THEIR BEST INTERESTS IN APPROVING THE EXTRAORDINARY RESOLUTION, AND NOTHING IN THIS NOTICE SHOULD BE CONSTRUED AS A RECOMMENDATION TO HOLDERS FROM THEM TO VOTE IN FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTION. HOLDERS SHOULD TAKE INDEPENDENT FINANCIAL, TAX AND LEGAL ADVICE ON THE MERITS AND ON THE CONSEQUENCES OF VOTING IN FAVOUR OF, OR AGAINST, THE EXTRAORDINARY RESOLUTION, INCLUDING AS TO ANY LEGAL, FINANCIAL OR TAX CONSEQUENCES, IMMEDIATELY FROM THEIR OWN BROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT, OR OTHER INDEPENDENT FINANCIAL, TAX OR LEGAL ADVISER. THE ORIGINAL TRUSTEE AND THE NEW TRUSTEE HAVE NOT REVIEWED, NOR WILL BE REVIEWING, ANY DOCUMENTS RELATING TO THE PROPOSALS. ON THE BASIS OF THE INFORMATION SET OUT IN THIS NOTICE AND THE MEMORANDUM (EACH OF WHICH THE HOLDERS ARE RECOMMENDED TO READ CAREFULLY), THE ORIGINAL TRUSTEE AND THE NEW TRUSTEE HAVE AUTHORISED IT TO BE STATED THAT THE ORIGINAL TRUSTEE AND THE NEW TRUSTEE HAVE NO OBJECTION TO THE EXTRAORDINARY RESOLUTION BEING PUT TO HOLDERS FOR THEIR CONSIDERATION.
Holders may obtain a copy of the Memorandum from the Tabulation Agent, the contact details for whom are set out below. A Holder will be required to produce evidence satisfactory to the Tabulation Agent as to its status as a Holder and that it is a person to whom it is lawful to send the Memorandum and to make an invitation pursuant to the Proposals under applicable laws before being sent a copy of the Memorandum.
Copies of this Notice, the Memorandum and the Trust Deed will also be available at the Consent Solicitation Website (as defined in the Memorandum).
The attention of Holders is particularly drawn to the procedures for voting, quorum and other requirements for the passing of the Extraordinary Resolution at the Adjourned Meeting, which are set out at "-Voting and Quorum" below. Having regard to such requirements, Holders are strongly urged either to attend the Adjourned Meeting or to take steps to be represented at the Adjourned Meeting as soon as possible.
Voting and Quorum
The provisions governing the convening and holding of a meeting of the Holders are set out in the Trust Deed, a copy of which is available for inspection by the Holders as referred to above.
The quorum required for the Extraordinary Resolution to be considered at the Adjourned Meeting shall be two or more Noteholders representing or holding not less than 25 per cent. of the principal amount of the outstanding Notes (as defined in Schedule 3 (Provisions for Meetings of Noteholders) of the Trust Deed).
To be passed in relation to the Notes, the Extraordinary Resolution must be passed at the Adjourned Meeting duly convened and held in accordance with the provisions of Schedule 3 (Provisions for Meetings of Noteholders) of the Trust Deed by a majority of not less than 75 per cent. of the votes cast.
Holders should note these quorum requirements and should be aware that, if the Holders either present or appropriately represented at the Adjourned Meeting are insufficient to form a quorum for the Extraordinary Resolution, such Extraordinary Resolution (and consequently, the respective Proposals) cannot be formally considered thereat.
Pursuant to the provisions of Schedule 3 (Provisions for Meetings of Noteholders) of the Trust Deed, each question submitted to the Adjourned Meeting shall be decided by a poll. A poll shall be taken in such manner and either at once or after such adjournment as the chairman directs. The result of the poll shall be deemed to be the resolution of the Adjourned Meeting at which it was demanded as at the date it was taken.
Every person who is present at the Adjourned Meeting shall have one vote in respect of U.S.$1,000 in principal amount of each Note so held or owned or in respect of which he is a proxy or a representative. Without prejudice to the obligations of proxies, any persons entitled to more than one vote need not use all his votes or cast all the votes to which he is entitled in the same way.
If duly passed at the Adjourned Meeting duly convened and held in accordance with the Trust Deed, the Extraordinary Resolution shall be binding on all the Noteholders, whether or not present at the Adjourned Meeting and each of them shall be bound to give effect to it accordingly. The passing of such resolution shall be conclusive evidence that the circumstances justify its being passed. The Issuer shall give notice of the passing of the Extraordinary Resolution to Noteholders within 14 days in accordance with Condition 17 (Notices) but failure to do so shall not invalidate the resolutions.
This notice and any non-contractual obligations arising out of, or in connection with, it shall be governed by, and shall be construed in accordance with, English law.
This Notice is given by LUKOIL. Holders should contact the following for further information:
The Tabulation Agent
i2 Capital Markets Ltd.
Address: 128 City Road
London, EC1V 2NX
Phone: +44 203 633 1212
Form of Extraordinary Resolution
Amendments Extraordinary Resolution
In accordance with paragraph 1.3 of Schedule 3 (Provisions for Meeting of Noteholders) to the Trust Deed, the Extraordinary Resolutions (as defined in the 2023 Trust Deed) shall be passed at a meeting duly convened and held in accordance with this Trust Deed by a majority of at least 75 per cent. of the votes cast. LUKOIL hereby requests that the holders of the U.S.$1,500,000,000 4.563 per cent. Notes due 2023 (the "Notes") (the "Noteholders") by Extraordinary Resolution resolve to:
1. approve and agree to the Amendments. The Noteholders agree that the Amendments include, inter alia, the introduction of the Alternative Payment Mechanics option and the Notes Cancellation Amendments, shall become binding on the Noteholders, Lukoil International Finance B.V. (the "Issuer"), LUKOIL, the Principal Paying Agent, the Registrar and the New Trustee regardless of whether or not the relevant Amendment Documents relating to the Notes necessary to document the Amendments are executed, and waive any actual or potential breaches that might formally occur as a result of the Issuer or LUKOIL making or procuring any payments in accordance with one of the Alternative Payment Mechanics options to the extent such Alternative Payment Mechanics options are not formalised by way of executing the Amendment Documents;
2. agree, authorise and direct the New Trustee, the Principal Paying Agent, the Issuer, LUKOIL and the Registrar to enter into the relevant Amendment Documents as may be necessary to document the Amendments in such forms as may be agreed by them;
3. authorise, direct, ratify, sanction, request, instruct and empower the New Trustee to concur in and, without the need for any further consent or approval, to take steps as may be necessary or desirable in the New Trustee's sole discretion to carry out and give effect to the Proposals in this Extraordinary Resolution and to refrain from taking any steps which may conflict with, or be prejudicial to, the Proposals in this Extraordinary Resolution;
4. to the extent payments are duly made in accordance with one of the Alternative Payment Mechanics options, to irrevocably and unconditionally waive any and all rights to receive or claim the respective amounts in accordance with the original Conditions and undertake to provide such written confirmations or other evidence to the same effect, including that the respective payment obligations under the Notes have been properly discharged in full, as may be requested by LUKOIL, the Issuer, the Principal Paying Agent, the Registrar, Clearing Systems or the nominee of and the common depositary for the Clearing Systems;
5. to irrevocably and unconditionally waive any and all rights with respect to any default or breach that could arise as a result of the Issuer's and/or LUKOIL's actions pursuant to the Condition 7(f) (as amended), resulting from third party's omission, or action;
6. discharge, exonerate and indemnify the Principal Paying Agent, the Registrar and the New Trustee from all liability for which it may have become or may become liable under the Trust Deed or the Notes in respect of any act or omission, including, without limitation, in connection with this Extraordinary Resolution or its implementation, and any act or omission taken in connection with this Extraordinary Resolution;
7. acknowledge and agree that nothing contained herein shall impair the rights of the New Trustee to seek reimbursement of or indemnification against all losses, liabilities, damages, costs, charges and expenses incurred by the New Trustee which are available to the New Trustee under the terms of the Trust Deed;
8. assent, approve and acknowledge that the Principal Paying Agent, the Registrar and the New Trustee are hereby authorised and instructed not to obtain any legal opinions in connection with this Extraordinary Resolution, and that neither of them will be liable to any Noteholder for the failure to do so or for any consequences from following this instruction;
9. waive any actual or potential breaches of the Trust Deed and the Conditions of the Notes and any deficiencies that might formally occur as a result of this Extraordinary Resolution being adopted on the basis of the procedures set out in the Memorandum and ratify any and all such breaches and/or deficiencies and instruct the New Trustee to waive the same and treat this Extraordinary Resolution as a valid one despite any such breaches or deficiencies having occurred;
10. irrevocably waive any claim that the Noteholders may have against the Principal Paying Agent, the Registrar and the New Trustee arising as a result of any loss or damage which it may suffer or incur as a result of the any of them acting upon this Extraordinary Resolution (including but not limited to circumstances where it is subsequently found that there is a defect in the passing of this resolution or that this resolution is not valid or binding on the Noteholders) and further confirm that the Noteholders will not seek to hold any of them liable for any such loss or damage; and
11. agree that this Extraordinary Resolution of the Noteholders shall be binding on all Noteholders.
A copy of the Trust Deed (including the Conditions of the Notes) referred to herein will be available on the Consent Solicitation Website.
LUKOIL hereby requests the Noteholders to acknowledge, confirm and agree that:
1. each of the Noteholders shall promptly, and in any event within 3 business days in the Russian Federation from the relevant request from LUKOIL, or another company which may be engaged by LUKOIL, or financial intermediary or other paying agent as may also be engaged by LUKOIL at its sole discretion (the "Payors", and any of them, a "Payor"), furnish to the respective Payor all such documents relating to the acquisition and ownership of the Notes which the respective Noteholder holds and such other documents and information, including in relation to withholding tax and KYC, in each case as may be reasonably requested by such Payor;
2. the terms of this Extraordinary Resolution have been formulated neither by the Original Trustee nor the New Trustee who express no view on them, and nothing in this Extraordinary Resolution or otherwise should be construed as a recommendation to the Noteholders from the Original Trustee and/or the New Trustee to either approve or reject this Extraordinary Resolution;
3. neither the Original Trustee nor the New Trustee have been involved in the formulation of this Extraordinary Resolution and, in accordance with normal practice, they express no opinion on the merits (or otherwise) of this Extraordinary Resolution (which they were not involved in negotiating);
4. neither the Original Trustee nor the New Trustee are responsible for the accuracy, completeness, validity or correctness of the statements made and documents referred to in this Extraordinary Resolution or any omissions from this Extraordinary Resolution;
5. the Noteholders have consulted their own independent legal and/or financial advisers and conducted such due diligence as they consider necessary or appropriate for the purposes of considering this Extraordinary Resolution;
6. the Noteholders have formed their own view in relation to the actions arising out of this Extraordinary Resolution without any reliance on the Original Trustee, the New Trustee or their advisers;
7. neither the Original Trustee nor the New Trustee have given (directly or indirectly through any other person) any assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence or benefit (including legal, regulatory, tax, financial, accounting or otherwise) of this Extraordinary Resolution; and
8. the Noteholders are sophisticated investors familiar with transactions similar to their investment in the Notes and persons submitting Voting Instructions are acting for their own account or on account of Noteholders eligible to submit such Voting Instructions, and have made their own independent decisions in respect of the passing of this Extraordinary Resolution and have delivered the resolution with full understanding of all the terms, conditions and risks associated with or that exist or may exist now or in the future in connection with this Extraordinary Resolution and they confirm that they are capable of assuming and are willing to assume (financially or otherwise) those risks.
Terms not otherwise defined in this Extraordinary Resolution shall have the meaning ascribed thereto in the Consent Solicitation Memorandum dated 5 September 2022.
This Extraordinary Resolution and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, English law.