LUKOIL : Repeat Annual General Shareholders Meeting materials 27.04.2024

Materials that are made available for those

entitled to participate in the repeat Annual General

Shareholders Meeting of PJSC "LUKOIL"

to be held on 27 April 2024

(in the form of an absentee voting meeting)

CONTENTS

The ballot for voting shall be sent to each person registered in the Company's Shareholder Register and entitled to participate in the repeat 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 5 April 2024. In this case, voting can be performed by printing, completing and sending the ballot attached to the electronic message by mail to the address: OOO «Registrator «Garant», Krasnopresnenskaya Naberezhnaya 8, second floor, office 228, Presnensky Municipal District Intra-city territory of a city of federal significance, Moscow, 123100, Russian Federation. In this case the voting ballot shall be signed without fail.

To receive the ballot by persons registered in the Company's Shareholder Register, we highly recommend that you provide your e-mail address so it can 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 www.reggarant.ru in the Contact Information section. The Registrar charges no fee for submitting the Registered Natural/Legal Person's Form.

The repeat Annual General Shareholders Meeting of PJSC "LUKOIL" shall be deemed competent (shall have a quorum) if attended by shareholders of PJSC "LUKOIL" holding in aggregate at least 30% of votes. The ballots received by PJSC "LUKOIL" by the deadline for the receipt of ballots and the electronic ballots completed at https://evoting.reggarant.ru/Voting/Lk in the information and telecommunications network Internet by the said deadline will be counted for determining a quorum of the repeat Annual General Shareholders Meeting of PJSC "LUKOIL" and tallying votes.

Information (materials) to be provided to persons entitled to participate in the repeat Annual General Shareholders Meeting of PJSC "LUKOIL" in preparation for the repeat Annual General Shareholders Meeting of PJSC "LUKOIL" will be available from 5 April 2024, 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, 101000 Russian Federation, tel. 8 (495) 981 7320 or 8 (495) 780 1943, as well as at the Registrar's addresses: Krasnopresnenskaya Naberezhnaya 8, 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 http://www.reggarant.ru/index.php/ru/transfer-agentskie-punkty. Given the disclosure restrictions imposed by Regulation No. 1102 of the Government of the Russian Federation of 04 July 2023, the above information will be also available on the Company's websites www.lukoil.ru (in Russian), 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 5 April 2024.

The decisions taken by the repeat Annual General Shareholders Meeting of PJSC "LUKOIL" and voting results will be communicated to the persons on the list of persons entitled to take part in the Meeting in the form of a Report on Voting Results to be made available on the Company's official websites www.lukoil.ru, www.lukoil.com in the information and telecommunications network Internet by 6 May 2024.

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 the repeat Annual 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 Meetings.

More details on the repeat Annual General Shareholders Meeting of PJSC "LUKOIL" will be available if contacted at: 8 (495) 981 7320 or 8 (495) 780 1943, shareholder@lukoil.com.

Board of Directors of PJSC "LUKOIL"

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Agenda

of the repeat Annual General Shareholders Meeting of PJSC "LUKOIL"

Moscow, 26 April 2024

1. Approval of the 2023 Annual Report of PJSC "LUKOIL", the annual accounting (financial) statements of PJSC "LUKOIL".
2. Distribution of profits of PJSC "LUKOIL" (including payment
   (declaration) of dividends) based on the 2023 annual results.
3. Election of the members of the Board of Directors of PJSC "LUKOIL".
4. On the remuneration and reimbursement of expenses to members of the
   Board of Directors of PJSC "LUKOIL".
5. Appointment of the audit organisation of PJSC "LUKOIL".

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DRAFT DECISIONS

OF THE 2024 REPEAT ANNUAL GENERAL SHAREHOLDERS MEETING

OF PJSC "LUKOIL"

Draft decision on item 1 on the agenda:Approval of the 2023 Annual Report of PJSC "LUKOIL", the annual accounting (financial) statements of PJSC "LUKOIL":

To approve the Annual Report of PJSC "LUKOIL" for 2023, the annual accounting (financial) statements of PJSC "LUKOIL".

Draft decision on item 2 on the agenda:Distribution of profits of PJSC "LUKOIL" (including payment (declaration) of dividends) based on the 2023 annual results:

To distribute the profits of PJSC "LUKOIL" based on the 2023 annual results as follows:

The net profit of PJSC "LUKOIL" based on the 2023 annual results equalled 655,289,456,000.00 roubles.

The net profit of 345,047,149,476.00 roubles based on the 2023 annual results (excluding the profit distributed as interim dividends of 309,710,995,614.00 roubles for the first nine months of 2023) be allocated for the payment of dividends. The remainder of the profits of 531,310,910.00 roubles shall be retained earnings.

To pay out dividends on ordinary shares of PJSC "LUKOIL" based on the 2023 annual results in the amount of 498 roubles per ordinary share (excluding the interim dividends of 447 roubles per ordinary share paid based on the results for the first nine months of 2023). The total amount of dividends payable for 2023 including the interim dividends already paid will be 945 roubles per ordinary share. To pay out dividends in the amount of 498 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 22 May 2024, and to other shareholders whose names are on the shareholder register of PJSC "LUKOIL", not later than 13 June 2024. The costs on the transfer of dividends, regardless of the means, will be borne by PJSC "LUKOIL". To set 7 May 2024 as the date on which persons entitled to receive dividends based on the 2023 annual results will be determined.

Draft decision on item 3 on the agenda: Election of the members of the Board of Directors of PJSC "LUKOIL":

Draft decision on item 3 on the agenda is not disclosed due to Regulation No. 1102 of the Government of the Russian Federation of 4 July 2023.

Draft decision on item 4 on the agenda:On the remuneration and reimbursement of expenses to members of the Board of Directors of PJSC "LUKOIL":

1. To pay remuneration to members of the Board of Directors of PJSC "LUKOIL" pursuant to Appendix No.1 hereto.

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2. 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.

Draft decision on item 5 on the agenda: Appointment of the audit organisation of PJSC "LUKOIL":

To appoint the audit organisation of PJSC "LUKOIL" - JSC "Kept".

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Position and recommendations of the Board of Directors of PJSC "LUKOIL" on items on the agenda of the Annual General Shareholders Meeting

of PJSC "LUKOIL"

On item 1 on the agenda of the Meeting: 'Approval of the 2023 Annual Report of PJSC "LUKOIL", the annual accounting (financial) statements of PJSC "LUKOIL" '

Position:

Pursuant to Clause 2, Article 54 of the Federal Law On Joint Stock Companies, agenda of a company's Annual General Shareholders Meeting must include approval of its annual report, annual accounting (financial) statements of a company. Further, as provided in Clause 4, Article 88 of the Federal Law On Joint Stock Companies, the annual report of a company is subject to tentative approval by the company's Board of Directors not later than 30 days before the date of its annual general shareholders meeting.

The Board of Directors of PJSC "LUKOIL" (the Company) hereby states that the Annual Report of PJSC "LUKOIL" for 2023 reviewed by the Audit Committee of the Board of Directors and tentatively approved by the Board of Directors on 22 March 2024 was composed in accordance with the Federal Law On Joint Stock Companies, requirements of Regulation on information disclosure by issuers of issuable securities No. 714-P approved by the Bank of Russia as of 27 March 2020, as well as recommendations contained in the Corporate Governance Code.

The Board of Directors of PJSC "LUKOIL" believes that the Annual Report of PJSC "LUKOIL" for 2023 is fair, i.e. is presented in such a way as to ensure, in all material respects, to reflect all data subject to disclosure in accordance with requirements set by the regulatory bodies of the Russian Federation.

The annual accounting (financial) statements of PJSC "LUKOIL" for 2023 prepared in accordance with the Russian Accounting Standards (RAS) underwent a prior review of the Audit Committee of the Board of Directors of PJSC "LUKOIL" and was recommended for approval by the Annual General Shareholders Meeting of the Company.

The Board of Directors of PJSC "LUKOIL" also reviewed the Audit Report of the Company's independent audit organisation, JSC "Kept", on the accounting (financial) statements of PJSC "LUKOIL" for 2023 prepared in accordance with the Russian Accounting Standards.

Relying on the audit organisation's Report, the Board of Directors believes that the accounting (financial) statements of PJSC "LUKOIL" present fairly, in all material respects, its financial position as at 31 December 2023, results of its financial activities and the cash flows for 2023 in accordance with the RAS.

Recommendation:

To approve the Annual Report of PJSC "LUKOIL" for 2023, the annual accounting (financial) statements of PJSC "LUKOIL".

The proposed decision is based on the recommendations of the Audit Committee of the Board of Directors of PJSC "LUKOIL" (Minutes No.3 of 20 March 2024).

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On item 2 on the agenda of the Meeting: 'Distribution of profits of PJSC "LUKOIL" (including payment (declaration) of dividends) based on the 2023 annual results" '

Position:

The Board of Directors, based on the financial results of the Company's operations, as reflected in the accounting (financial) statements of PJSC "LUKOIL" for 2023, prepared in accordance with the RAS, and the net profit of 655,289,456,000.00 roubles received by PJSC "LUKOIL" for 2023, believes that the Company's net profit for 2023 (excluding the profit distributed as interim dividends of 309,710,995,614.00 roubles for the first nine months of 2023) shall be distributed by allocating 345,047,149,476.00 roubles for the payment of dividends for 2023, with the remainder of the profits of 531,310,910.00 roubles as retained earnings.

According to the Regulations on the Dividend Policy of PJSC "LUKOIL", in order to ensure regular frequency of dividend payments the Company seeks to pay dividends twice a year. Given that, the Board of Directors believes that a part of the profit for 2023 shall be distributed on payment of final dividends.

The recommended amount of the dividend is conditioned by the results of the Company's operations and the necessity of maintaining financial stability of the Company in the environment of higher risks and volatility and also takes into account zero access to international capital markets.

The Board of Directors assumes that there are no restrictions imposed by the current legislation on dividend payments.

Pursuant to the norms of the Federal Law On Joint Stock Companies, the Board of Directors proposes to set 7 May 2024 as the date on which persons entitled to receive dividends based on the 2023 annual results will be determined.

Recommendation:

To distribute the profits of PJSC "LUKOIL" based on the 2023 annual results as follows:

The net profit of PJSC "LUKOIL" based on the 2023 annual results equalled 655,289,456,000.00 roubles.

The net profit in the amount of 345,047,149,476.00 roubles based on the 2023 annual results (excluding the profit distributed as interim dividends of 309,710,995,614.00 roubles for the first nine months of 2023) be allocated for the payment of dividends. The remainder of the profits of 531,310,910.00 roubles shall be retained earnings.

To pay out dividends on ordinary shares of PJSC "LUKOIL" based on the 2023 annual results in the amount of 498 roubles per ordinary share (excluding the interim dividends of 447 roubles per ordinary share paid based on the results for the first nine months of 2023). The total amount of dividends payable for 2023 including the interim dividends already paid will be 945 roubles per ordinary share. To pay out dividends in the amount of 498 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 22 May 2024, and to other shareholders whose names are on the shareholder register of PJSC "LUKOIL" not later than 13 June 2024. The costs on the transfer of dividends, regardless of the means, will be borne by PJSC "LUKOIL". To set 7 May 2024 as the date on which persons entitled to receive dividends based on the 2023 annual results will be determined

The proposed decision is based on the recommendations of the Strategy, Investment, Sustainability and Climate Adaptation Committee of the Board of Directors of PJSC "LUKOIL" (Minutes No.1 of 20 March 2024).

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On item 3 on the agenda of the Meeting: 'Election of the members of the Board of Directors of PJSC "LUKOIL" '

Position:

Pursuant to point 9.2 of the Company Charter, members of the Board of Directors are elected by the General Shareholders Meeting of the Company by cumulative voting for the term lasting up to the next Annual General Shareholders Meeting. The number of the Board members consists of 9 members.

Shareholders of PJSC "LUKOIL" holding at least two percent of voting shares in the Company put forward two nominees for election to the Board of Directors of PJSC "LUKOIL".

Besides, pursuant to Clause 7, Article 53 of the Federal Law On Joint Stock Companies, at its meeting on 5 March 2024 (Minutes No.2) the Board of Directors of PJSC "LUKOIL" included seven nominees in the list of candidates for election to the Board of Directors of PJSC "LUKOIL" at its own discretion.

Therefore, the list of candidates to the Company's Board of Directors consists of nine individuals. Written consents for election to the Board of Directors of PJSC "LUKOIL" have been received from all the candidates.

The HR and Compensation Committee of the Board of Directors of PJSC "LUKOIL" has performed analysis of the professional qualifications and independence of all candidates to the Company's Board of Directors based on their available personal data and the Independence Questionnaires received from the Board candidates. The candidates for the Board of Directors are recognized to have a flawless business reputation, possess professional qualifications, knowledge, skills and experience required for decision-making on issues within the competence of the Board of Directors and for the effective performance of their functions.

Based on the assessment of compliance of candidates to the Board of Directors of PJSC "LUKOIL" with the independence criteria established by the Moscow Exchange Listing Rules and provisions of the Corporate Governance Code, three candidates to the Board of Directors of PJSC "LUKOIL" shall be deemed independent, those listed as numbers 6, 7 and 9 in the voting ballot on item III on the agenda of the Annual General Shareholders Meeting. Three independent candidates will allow the Company to form the Board of Directors in compliance with the Moscow Exchange Listing Rules and recommendations of the Code of Corporate Governance.

Recommendation:

To elect the Board of Directors of PJSC "LUKOIL" from the list of candidates approved by the Board of Directors of PJSC "LUKOIL" on 5 March 2024 (Minutes No.2) consisting of 9 members.

The proposed decision is based on the recommendations of the Human Resources and Compensation Committee of the Board of Directors of PJSC "LUKOIL" (Minutes No.2 of 20 March 2024).

On item 4 on the agenda of the Meeting: 'On the remuneration and reimbursement of expenses to members of the Board of Directors of PJSC "LUKOIL" '

Position:

Pursuant to Clause 2, Article 64 of the Federal Law On Joint Stock Companies, by decision of the General Shareholders Meeting, during their term of office members of the Board of Directors of a company may receive remuneration and reimbursement of expenses related to their performance of the functions of the members of the Board of Directors of the company. The amount of such remuneration and reimbursement is established by decision of the General Shareholders Meeting.

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