14.01.2013
Notice to Bondholders
NOTICE TO BONDHOLDERS
14 January 2013
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 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 07 November 2012 of a cash dividend to its shareholders (the “Shareholders”) in the amount of Russian Roubles 40 per Share, the payment of which was approved at the Company’s general meeting of Shareholders held on 18 December 2012, the Issuer hereby notifies Bondholders that the Conversion Price has been adjusted from US$72.6489 to US$71.08, and the new Threshold Amount has been fixed at a gross amount per Share of U.S.$1.68 equivalent to U.S.$1.68 per ADR, pursuant to Condition 7 (C)(iii) of the Terms and Conditions of the Bonds – “Adjustments to Conversion Price – Distributions
Pursuant to Condition 7(C)(iii), the adjustment to the Conversion Price and the Threshold Amount is effective as from 31 December 2012.