18.08.2011 Notice to Bondholders

NOTICE TO BONDHOLDERS

 

18 August 2011

 

LUKOIL INTERNATIONAL FINANCE B.V.

(incorporated in The Netherlands with limited liability) (the “Issuer”)

 

U.S.$1,500,000,000

2.625 per cent. Convertible Bonds due June 2015 (ISIN: XS0563898062) (the “Bonds”)

 

Convertible into Global Depositary Receipts 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 26 April 2011 of a cash dividend to its shareholders (the “Shareholders”) in the amount of Russian Roubles 59 per Share, the payment of which was approved at the Company’s general meeting of Shareholders held on 23 June 2011, the Issuer hereby notifies Bondholders that the Conversion Price has been adjusted from US$73.7087 to US$73.3912, pursuant to Condition 6(C)(iii) of the Terms and Conditions of the Bonds – “Adjustments to Conversion Price – Distributions”.

 

Pursuant to Condition 6(C)(iii), the adjustment to the Conversion Price is effective as from 16 August 2011.