Lukoil — Annual Report 2010

Dec 31, 2010

TENTATIVELY APPROVED by the Board of Directors of the Open Joint Stock Company "Oil company "LUKOIL" Minutes No. 9 of 20 May 2011

Chairman of the Board of Directors V.I. Grayfer _____________

(signature)

[stamp]

Annual Report of Open Joint Stock Company "Oil company "LUKOIL"

for 2010

President V.Yu. Alekperov _________________

(signature)

Chief Accountant I.A. Kozyrev _________________

(signature)

Forward-looking statements3
OAO "LUKOIL" – the corporate centre of the LUKOIL Group 4
EVENTS IN 20108
Oil & Gas Exploration and Production11
Licensing15
Oil and Gas Reserves15
Geological Exploration 17
Oil Field Development and Production 24
Gas field development and gas production31
Oil Refining, Gas Processing and Petrochemicals35
Oil Refining 36
New catalytic cracking complex at the Nizhny Novgorod Refinery 37
Production of Lubricants40
Gas processing 42
Petrochemicals 43
Power Generation45
Product Deliveries and Marketing 48
Crude oil deliveries48
Gas Deliveries49
Petroleum product marketing50
Technology and Innovation 55
Exploration & production technologies 55
Refining Technologies58
Information Technologies59
Social Responsibility 60
Protecting the Environment 60
Health and safety62
Personnel and Social Programs63
Sponsorship and Charity65
Information on the amount of each type of energy resource used by OAO "LUKOIL" in 2010 in
physical and monetary units71
Board of Directors and Management Committee 72
Report of the Board of Directors of OAO "LUKOIL" on the development of OAO "LUKOIL" in
priority lines of business and the development prospects of OAO "LUKOIL" 86
Dividends 92
Company Securities 93
Description of the main risk factors associated with the operations of OAO "LUKOIL" 97
Information on compliance with the Corporate Governance Code 103
List of transactions carried out by OAO "LUKOIL" in 2010 that are recognised as major transactions
in accordance with the Federal Law On Joint Stock Companies, and other transactions covered by the
approval procedure for major transactions in accordance with the Charter of OAO "LUKOIL"116
List of transactions recognised as interested-party transactions in accordance with the Federal Law
On Joint Stock Companies performed by OAO "LUKOIL" in 2010 117

Forward-looking statements

• Some of the statements made in this report are not statements of fact, but rather represent forward-looking statements. These statements include, specifically:
• plans and forecasts relating to income, profits (losses), earnings (losses) per share, dividends, capital structure, other financial indicators and ratios;
• the plans, goals and objectives of OAO "LUKOIL", including those related to products and services;
• future economic indicators;
• the prerequisites on which the statements are based.
• Words such as "believes", "expects", "assumes", "plans", "intends", "anticipates" and others are used in those cases when we are talking about forward-looking statements. However, the proposed options for solving the problems included in the statements are neither singular nor exclusive.
• Forward-looking statements inherently imply certain unavoidable risks and ambiguous issues, both general and specific. There is a risk that the plans, expectations, forecasts, and some of the forward-looking statements will not be realized. Due to a number of different factors, the actual results may differ materially from the plans, goals, expectations, assessments and intentions expressed in such statements.

OAO "LUKOIL" – the corporate centre of the LUKOIL Group

Open Joint Stock Company "Oil company "LUKOIL" (the abbreviated trade name in English is OAO "LUKOIL", hereinafter also referred to as the "Company") was established in accordance with Decree No. 1403 of the President of the Russian Federation On Specific Features of the Privatization and Transformation into Joint Stock Companies of State Enterprises and Industrial and Research-Industrial Associations in the Oil and Oil-Refining Industries and Oil Product Supply, dated November 17, 1992 and Directive No. 299 of the Council of Ministers - Government of the Russian Federation On the Establishment of Open Joint Stock Company "Oil company "LUKoil", dated April 5, 1993.

OAO "LUKOIL" is one of the leading vertically integrated oil companies in Russia. OAO "LUKOIL" is the corporate centre of the LUKOIL Group (hereinafter the "Group"), and coordinates the activity of the organisations included in the Group, facilitating the continued growth and globalisation of the LUKOIL Group's business.

One of the main functions of the corporate centre is coordination and management of organisational, investment and financial processes at Company subsidiaries. The corporate centre is focused on achieving the maximum level of transparency of decision-making procedures inside the Group, safeguarding the interests of shareholders, and improving the overall investment appeal of OAO "LUKOIL".

To enhance the transparency and accessibility of information for shareholders and potential investors, the corporate centre supports corporate governance best practices within the Group.

The governance bodies of OAO "LUKOIL" are: the General Shareholders Meeting, the Board of Directors, the Management Committee, and the President of OAO "LUKOIL". The Audit Commission supervises the Company's financial and business operations.

The main activities of LUKOIL Group organisations are operations involving the exploration, production and sale of oil and gas, and the manufacture and sale of petroleum products. The Company has been successfully developing its power generation sector since 2007.

The Board of Directors outlined the following main tasks for the Exploration & Production business segment in 2010:

• to carry out the exploration programme, ensuring that 100% of production was compensated with an increase in hydrocarbon raw materials and implementation of the ideal set of well intervention measures to ensure oil and gas production;
• to actively perform project implementation work on Western Qurna-2 in the Republic of Iraq;
• to actively implement projects on the continued development of oilfields on the shelf of the Caspian Sea, to extract the first commercial oil at the Yu. Korchagin field, and to meet the drilling schedule and the plan for commissioning new wells;
• to implement the development programme and commission the Pyakyakhinskoe oil and gas condensate field;
• to implement the Associated Petroleum Gas Utilisation Programme;
• to develop promising foreign projects.

The main tasks for the Refining & Marketing business segment in 2010 were:

• to organise regular, uninterrupted distribution of petroleum and gas products in the most cost-efficient way possible, and real-time management of the balance of petroleum products for rapid response to changes in the petroleum products market;

• to continue implementation of the production development programme and sales of petroleum products with improved performance characteristics under the EKTO brand;

• to improve the operating efficiency of companies in this business segment, including through cost-cutting, energy-saving measures, staff optimisation, and an improvement in the competitive indicators of the Refineries;

• to support the commissioning and continued construction of priority investment projects.

Based on the existing commercial conditions, the business blueprint for oil sales at the LUKOIL Group was changed in 2010. From 1 January 2010 OAO "LUKOIL" only performs oil shipments for export under commission contracts. The Company also stopped selling oil on the domestic market, having transferring this function completely to the oil production companies of the LUKOIL Group. This fact led to a significant reduction in the revenues of OAO "LUKOIL", which equaled RUB 35,041,423 thousand in 2010. At the same time, the income of OAO "LUKOIL" from participation in other organisations increased considerably, and equaled RUB 133,455,313 thousand. Earnings before taxes also increased, and equaled RUB 142,412,782 thousand (against RUB 53,962,446 thousand in 2009).

All assets of OAO "LUKOIL" are located in the Russian Federation.

As at 31 December 2010 more than 49,000 legal entities and individuals were registered as shareholders in the Company's shareholders register.

The charter capital of OAO "LUKOIL" is RUB 21,264,081.375, and is divided into 850,563,255 registered ordinary shares with a par value of 2.5 kopecks per share, representing in aggregate 100 percent of the charter capital.

The Company's shares are included in the A1 Quotation Lists (highest level) of the Russian RTS and MICEX stock exchanges, and depositary receipts issued on the Company's shares are traded on the London Stock Exchange.

In 2010 the American company ConocoPhillips, which owned a 19.99% share in the Company at the start of 2010, decided to opt out as a shareholder in the Company. It took this decision as part of the planned sale of its international assets. ConocoPhillips had been a strategic partner of the Company since 2004.

ConocoPhillip's share in the charter capital of OAO "LUKOIL" at the end of 2010 equaled slightly more than 2%. ConocoPhillips withdrew completely from the share capital of OAO "LUKOIL" in February 2011, after selling its remaining Company securities on the open market.

Throughout its history, OAO "LUKOIL" has always held firmly to the principles of doing business honestly and in good faith, which has allowed it to maintain a spotless business reputation and win the trust of its business partners around the world. Over the years the Company has established a stable system of internal values.

As part of its continuing effort to adhere to global best practice in the area of corporate culture, the Company developed and implemented the OAO "LUKOIL" Code of Business Conduct and Ethics in 2010. The OAO "LUKOIL" Code of Business Conduct and Ethics is a set of rules of business behaviour regarding the highest priority issues of doing business to which the Company and its employees adhere when performing their activity. For example, the Code determines the rules for the Company's relations with shareholders, investors, business partners, state bodies and public organisations, establishes the procedure for settling conflicts of interest and issues concerning insider information.

The Code pays special attention to corporate social responsibility, health, safety and environmental issues at the Company. Pursuant to the provisions of the Code, a Business Ethics Commission has been created at the Company to regulate corporate ethical relations.

EVENTS IN 2010

JANUARY

OAO "LUKOIL" signs a contract for development and production at the West Qurna-2 field in Iraq. Parties to the contract are Iraq's state-owned South Oil Company and a consortium of contractors consisting of the Iraqi state North Oil Company (25%), LUKOIL (56.25%) and Norwegian Statoil (18.75%). The contract is for 20 years with an option to extend for 5 years. Drilling at the field is scheduled to start in 2011, and production should begin in early 2013.

OAO "LUKOIL" approves an Energy-Saving Program for Group companies in 2010 and for the period 2010–2012. The Program will focus on better use of energy, and installation of new energy-efficient technology and equipment. The Company should obtain energy savings in excess of 2.4 billion kWh and more than 970,000 Gcals in 2010-2012 as a result of the Program. Target savings in money terms are 9.2 billion roubles (about \$300 million).

FEBRUARY

A consortium consisting of a LUKOIL Group company, the US company Vanco and the Ghana National Oil Company (GNPC) discovers substantial oil reserves at the Dzata structure, which is part of the CTPDW block, on the Ghana shelf in the Gulf of Guinea. The exploration well, Dzata-1, which made the discovery, has subsea depth of 4,500 meters. Further exploration is planned for purposes of reserve assessment and commercialization.

MARCH

OAO "LUKOIL" approves a one-year R&D program for the Group in 2010 and a mediumterm program of R&D work for the period 2011–2012. The one-year program includes more than 800 research, design and technology tasks relating to field development as well as provision of various technology services. Financing is over 4 billion roubles (about \$140 million). Financing for the medium-term program is 12 billion roubles (over \$400 million). Most of spending in both programs is focused on the exploration & production segment.

APRIL

LUKOIL Group produces first oil at the Yu. Korchagin field in the Russian sector of the Caspian Sea. The field has 3Р reserve in excess of 250 million boe. Peak annual production will be 2.4 million tonnes of crude oil and 1 billion cubic meters of gas. Investments for development of the field in 2004-2009 were about \$1.2 billion.

OAO "LUKOIL" is acclaimed best Russian company for investor relations based on a survey by Institutional Investor magazine. More than 1,000 analysts and 650 fund managers from 531 companies took part in the survey.

JUNE

OAO "LUKOIL" holds its Annual General Meeting of Shareholders, which approves the Annual Report for 2009 and annual accounts. Shareholders also approved payment of dividends for 2009 in the amount of 52 roubles per ordinary share (\$1.72 at the exchange rate of 31.12.2009).

JULY

A consortium of a LUKOIL company and the US company Vanco wins a tender for exploration and development of the Est Rapsodia and Trident blocks in the Romanian sector of the Black Sea. The blocks have total area of 2,000 km2 , and sea depth in the region is 90–1,000 meters. 3D seismic work is planned in order to clarify geological structure at the blocks. The LUKOIL share in the project is 80%, and the remaining 20% is held by Vanco.

The Board of Directors of OAO "LUKOIL" approves a Code of Business Conduct and Ethics of OAO "LUKOIL". The Code regulates relations between employees and LUKOIL shareholders and investors, business partners, state authorities and public organizations. It also specifies corporate ethics and social responsibility.

A LUKOIL organization signs an agreement to acquire 7.6% of shares of LUKOIL from ConocoPhillips at \$53.25 per share to overall value of \$3.4 billion. The transaction was completed in August 2010. The agreement also includes a sixty-day option 2010 for acquisition of up to 11.61% of LUKOIL shares in ADR form.

AUGUST

LUKOIL Group takes an unsecured \$1.5 billion credit. The facility is for one year and is to be used for share buy-back from ConocoPhillips.

SEPTEMBER

OAO "LUKOIL" and a group of investors, with Unicredit Bank acting as organizer, acquires 42.5 million common shares of LUKOIL in ADR form. This transaction represented partial use by the Company of the options provided under the agreement with ConocoPhillips, which was signed in July 2010. The transaction sum was about \$2.4 billion. The option was exercised in the framework of a program, approved by the Board of Directors, for increase of income to shareholders by market purchase of shares.

OCTOBER

LUKOIL Group begins retail sales of Euro-5 diesel fuel in Russia. The fuel is produced at Company refineries in Nizhny Novgorod, Perm and Ukhta. Euro-5 diesel has a high cetane number, which optimizes combustion of the fuel mixture, reduces noise and vibration, prevents corrosion processes, eases engine ignition and saves fuel.

NOVEMBER

OAO "LUKOIL" takes 5th place among oil & gas companies in Europe, Middle East and Africa and 10th place globally in the Platts Top 250 Global Energy Company Rankings for 2010. Companies were assessed by four main criteria – asset size, turnover, income, profitability and return on average capital employed. The Company took 8th and 12th places in the same Platts rankings in 2009.

A LUKOIL organization places two Eurobond tranches with overall value of \$1 billion at 6.125 coupon rate. The first tranche of \$800 million gives 6.25% yield to maturity and matures in 2020, and the second tranche of \$200 million gives 5.80% yield to maturity and has maturity in 2020. Funds raised from the placement were used for general corporate purposes, including repayment of existing debt.

DECEMBER

OAO "LUKOIL" takes second place among the country's 75 biggest companies in a ranking by levels of social responsibility, prepared for 2010 by Trud newspaper and the Agency for Political and Economic Communications. For purposes of the ranking 'social responsibility' is understood to mean creation and preservation of jobs, tax discipline, delivering on commitments to employees, and playing an active part in projects to develop social infrastructure. The ranking is based on results of a survey among representatives of trade unions, research institutes, business associations and recruitment agencies, as well as members of the Social Chamber and deputies of the Russian State Duma.

A LUKOIL organization signs a memorandum of understanding with the Skolkovo Foundation. The document states the LUKOIL will apply its R&D capacity in such spheres as energy efficiency in oil production and refining, clean and alternative energies, IT development, etc. Signing of an agreement on participation by LUKOIL in work by the Foundation is planned for spring 2011.

OAO "LUKOIL" wins the nomination for 'Company with Best Corporate Governance' in the annual competition, 'Russian Corporate Governance Leaders', organized by the Association for Protection of Investor Rights, which brings together some of the largest Russian and foreign institutional investors. Winners are determined by a three-stage secret ballot. Representatives of the investment community acclaimed LUKOIL for operating a system of corporate governance which has set standards in Russia over a number of years.

A LUKOIL organization places \$1.5 billion of convertible bonds at 2.625% coupon rate, redeemable in June 2015. The bonds are convertible into ADRs trading on the London Stock Exchange, each of which represents one ordinary share of LUKOIL. The conversion price was set at \$73.7087 per ADR. The transaction represents the first large-scale issue of convertible debt instruments by a Russian issuer since the start of the crisis period. The LUKOIL bonds found strong among from the investment community thanks to the Company's high investment rating and positive attitude of investors towards the oil & gas sector.

LUKOIL Group starts production of Euro-4 automotive gasoline. Launch of Euro-4 gasoline production was made possible by commissioning in December 2010 of a catalytic cracking complex at the Nizhny Novgorod Refinery. Investments in the project were about \$1 billion. Euro-4 automotive gasoline gives 'clean' exhaust gas, minimizing content of sulphur oxides and products of incomplete combustion of aromatic hydrocarbons, including the particularly dangerous carcinogen and mutagen, benzopyrene.

Oil & Gas Exploration and Production

E&P segment indicators

Indicator	2010	2009	Change, %
Revenue, \$million	36,976	24,353	51.8
EBITDA, \$ million	11,390	10,175	11.9
Net income, \$ million	6,226	5 ,456	14.1
Capital expenditure, \$ million	4,933	4,687	5.2

Strategy

• Creating potential for long-term Company growth through reserve replacement in traditional production regions and accelerated development of new production regions in Russia and abroad.

• Improving efficiency of geological exploration by careful selection of projects and use of the latest technologies.

• Steady increase of hydrocarbon production in the medium term.

• Improvement of production indicators and efficient control over lifting costs through application of the latest technologies, and through optimization of the well stock and field development systems.

• Greater use of advanced technology in operations.

• Application of financial criteria to assess projects and business results, and to optimize the asset portfolio.

LUKOIL Group focused its efforts in 2010 on efficient development of the Exploration & Production segment, which generates more than 69% of Company net income, and its efforts gave substantial results.

LUKOIL Group was able to raise average daily output of hydrocarbons by 1.2% through increase of gas production and reducing decline rates of oil output in Western Siberia. Daily production of hydrocarbons was 2.239 million boe, consisting of 1.940 million barrels for crude oil and 0.299 million boe for gas.

Start of oil production at the Yu. Korchagin field in the Caspian Sea and obtaining of tax preferences for the project are important achievements in 2010. Starting from December 2010 oil exported from the Yu. Korchagin field is subject to export duties at a special low rate, comparable to that used for oil from fields in Eastern Siberia.

Price and Tax Environment Crude Oil Market

International prices for crude oil were higher in 2010 thanks to recovery of the world economy and soft monetary policies by central banks. Average price of Brent crude rose significantly by 28.9% in 2010 compared with 2009 to a level of \$79.5 per barrel. Most of the growth in oil prices occurred at the end of 2010.

Crude oil prices in the first half of the year were in a corridor between \$67 and \$86 per barrel. Favorable macroeconomic statistics from the US and developing markets indicating the recovery in the consumer demand served as a growth driver for oil, but there was negative impact from decline of consumption in the Eurozone as a result of the debt crisis. Sentiment on commodity markets improved in the second half of the year. This was due, firstly, to the launch of 'quantitative easing' programs in a number of developed countries , which helped liquidity on goods and commodity markets and also on stock exchanges, supporting prices for oil and shares (further monetary emissions in the US weakened the dollar, which contributed to oil price growth). Secondly, steady growth of crude oil imports by China in an environment of refining volume growth and stable production roused expectations of further growth of demand in China. And, thirdly, onset of a cold winter with heavy snowfalls in Europe drove up demand for fuel oil.

The Company's main operating regions, accounting for 93% of crude oil production, are the oil & gas provinces of the Russian Federation (Western Siberia, Southern and Central Russia, and Timan-Pechora). So the price for Russian Urals export blend has direct impact on the Company's financial results. The average Urals price rose by 27.9% in 2010 compared with 2009 and was \$78.3 per barrel. The average price differential between Urals and Brent in 2010 was \$1.2 compared with \$0.5 in 2009. Weaker positions of Urals blend on the world market were due to increased output of competing types of crude by OPEC members as the world economy recovered.

For objective assessment of the market environment, in which the Company operated in 2010, it is important to take account of the tax burden on Russian oil exporters and how it changed in comparison with 2009. The main types of tax payable by oil companies in Russia, including LUKOIL, are mineral extraction tax, excises and export duties. Rates of these taxes are tied to international prices for oil and vary as a function of international price levels.

As a result of growth of oil prices in 2010 the average mineral extraction tax rate for oil rose by 39.5% in dollar terms to \$13.8 per barrel.

The Company pays export duties on crude oil exports from Russia calculated using a progressive scale based on Urals prices. Increase of export duty on Urals oil in 2010 was 52%, and the average duty rate for the year was \$37.3 per barrel.

The price of Urals oil for a Russian exporter net of taxes (the international market price without export tariffs and mineral extraction tax) was \$27.2 per barrel in 2010. The share of mineral extraction tax and export tariffs in the average annual oil price was 65.3%, which is roughly equal to the average level in the last five years.

LUKOIL Group pays taxes in international projects based on production sharing agreements (PSAs), concession agreements and current legislation in respective countries. For example, the concession agreement in Egypt makes the Company liable only for income tax and a tax on personnel, with exemption from other taxes, tariffs and duties. Income tax is paid for LUKOIL by the Egyptian General Petroleum Corporation from LUKOIL's share of production. In Kazakhstan a new Tax Code came into force from January 1, 2009. It includes several significant changes with respect to Company projects: taxes paid by the Company are now governed by current legislation (at the date when a contract for mineral use comes into force), making LUKOIL liable for payment of income tax, tax on super profits, mineral extraction tax and a progressive rent tax. The Government of Kazakhstan presented plans in 2009 to lower corporate income tax rates in 2010-2011. However, no decision on this issue was taken in 2010.

Taxation of projects regulated by PSAs remains as stated in the agreements.

Gas market

There was a sharp increase of European spot prices for natural gas at the end of 2010 due to growth of oil prices, industrial recovery after the global recession, and cold weather in Europe at the start of the winter. Spot prices for gas on European exchanges exceeded prices in Gazprom's longterm export contracts for the first time in a year and a half. At the same time gas prices on the American market were almost twice lower than in Europe, and this encouraged rapid developing of shale gas production in America. However, reserves of shale gas in the US continued to grow faster than production.

The price environment on the Russian domestic gas market remained unchanged in 2010. The average price of marketable gas rose slightly by 4.5% to \$34.9 per thousand cubic meters due to rouble appreciation.

The geography of LUKOIL Group's gas operations (most of the Company's gas is produced in Russia) entails that most of it is sold to Gazprom and to other Russian consumers. Most of the Company's Russian gas output is sold at the well and then transported through the Unified Gas Supply System, which is owned by Gazprom. The Company has no opportunity to export gas, because of Gazprom's ownership of the Supply System and its monopoly on exports. Gazprom increased its purchases from independent gas producers in Russia during 2010 thanks to increase of global demand. This resulted in significant growth of Company output of marketable gas (by 27.9%). Most of the growth was at the Nakhodkinskoye field, where production in 2010 rose by 37.2% to 8,146 million cubic meters. All of this gas was sold to Gazprom.

The Company pays natural gas extraction tax, rates of which have remained unchanged since 2008 at 147 roubles per thousand cubic meters.

Production of marketable gas by LUKOIL in international projects rose by 16.2% in 2010. More than 50% of gas production outside Russia is at the Khauzak-Shady project in Uzbekistan. Gas from Khauzak-Shady is sold at an official price, fixed by agreements between Russia and Uzbekistan. The price in 2010 exceeded \$140 per 1,000 cubic meters. Royalty is paid on production at a rate of 30% as part of the PSA agreement. The Company has a seven-year holiday from income tax, beginning from the start of production, at the end of which income tax will also be payable at the rate fixed in the PSA. The Uzbek Government share in profit production varies depending on the project's internal rate of return for LUKOIL Group.

Natural gas produced as part of the Karachaganak project in Kazakhstan is supplied to the Orenburg Gas-processing Plant. Taxation in this project is specified by terms of the PSA.

Gas produced at the Shakh-Deniz field is supplied to the domestic market in Azerbaijan and also via the Southern Caucasus pipeline to Georgia and Turkey, where it is sold at market prices. Under terms of the PSA in Azerbaijan, the Company is exempt from payment of taxes in cash on production and export of gas. The only significant tax paid by the Company is income tax at a fixed rate (the tax is withheld as a share of production).

Inflation and exchange rates

LUKOIL Group produces most of its hydrocarbons inside Russia, so the largest part of Company costs are in roubles, while a significant share of revenues is expressed in US dollars or is tied to dollar oil prices to a significant extent. So rouble inflation and fluctuation of the exchange rate can have substantial impact on Company results. Purchasing power of the US dollar in Russia, calculated from the \$/rouble exchange rate and the Russian inflation rate, declined by 11.6% in 2010 compared with 2009.

This development was one of the main causes of growth in lifting costs per unit of production in Russia last year: lifting costs rose from \$3.53 to \$4.11 per boe, or by 16.4%. Average unit lifting costs for the Group increased by 15.7% from \$3.56 to \$4.12 per boe in 2010. Capital expenditures in the E&P segment rose by 5.2% to \$4.9 billion.

The Company pursued its strategy in 2010 for strengthening its financial position by focus on high-margin projects and increase of cash flows. As a result, most of capex growth in 2010 related to international projects, while growth of the indicator in Russia was only 0.5% (to \$3.9 billion).

Acquisitions

The Company demonstrated its commitment to growth of shareholder value and increase of shareholder income in 2010. Following the decision by ConocoPhillips to exit its shareholding in OAO "LUKOIL", the Company carried out one of the largest buy-back transactions in the history of the Russian stock market, with value of \$3.4 billion. The operation was completed in August 2010. By carrying out the buy-back, the Company protected its shareholders from a sharp fall in the share price, which would have occurred, if the ConocoPhillips stake had been sold on the open market. ConocoPhillips had fully exited share capital of OAO "LUKOIL" as of February 7, 2011.

Best efforts of the Company to maximize shareholder income led to increase of earnings per share from \$8.28 in 2009 to \$10.95 in 2010.

The Company continued increase of its production capacities in 2010 through acquisition of highly efficient assets. A consortium of a LUKOIL company and the US company Vanco won a tender for exploration and development rights at the Est Rapsodia and Trident blocks in the Romanian sector of the Black Sea. The blocks cover an area of 2,000 km2 , with water depth of 90– 1,000 meters. LUKOIL Group has an 80% stake in the project, and the remaining 20% is held by Vanco.

Optimization of corporate structure and consolidation

The total number of LUKOIL organizations decreased by 19 in 2010 and totalled 362 (subsidiaries and affiliates determined in accordance with US GAAP), including disposal of 13 noncore assets. Several marketing operators were augmented by their merger with subsidiaries. Consolidation of 100% of shares in ZAO LUKOIL-Neftekhim was completed and target ownership structure for petrochemical assets was approved.

Licensing

The Group continued its work in 2010 to obtain new licenses for mineral use and optimize its existing license portfolio in order to raise overall quality of the mineral base. LUKOIL obtained amendments and additions to conditions of its mineral use rights, extending the period of validity of its rights in some cases, as well as clarifying commitments of Group companies to achieve specific output levels in accordance with project documentation.

LUKOIL Group companies had 421 licenses on their balance sheets at the end of 2010, of which 340 were for exploration & production of hydrocarbons, 18 were for geological study, including prospecting and evaluation of mineral fields, and 63 were for geological study, exploration and production of hydrocarbons.

LUKOIL Group obtained 11 new licenses for use of mineral resources in 2010, of which 2 were based on proof of a field discovery, 8 were obtained as a result of auctions and competitions, and one was obtained through application for geological study. Spending on license acquisitions was \$15 million.

LUKOIL Group obtained reissue of 71 licenses for use of mineral resources in 2010 in connection with further restructuring of oil & gas production companies within the Group.

The Group registered 16 additions to licenses in 2010 in order to extend their period of validity. Work also continued on amendments and additions to current license agreements. A total of 35 additions were obtained to reflect changes in geological exploration schedules, clarification of borders of license areas, confirmation of ownership rights to production from license areas, and clarifications concerning obligations to achieve specific production levels in accordance with project documentation, as well as other issues.

Oil and Gas Reserves

Reserve replacement is fundamental to long-term, sustainable development of the Company. LUKOIL Group carries out extensive geological exploration work in Russia and abroad in order to increase its reserves, and also monitors new projects and assets, which could represent acquisition targets, on a constant basis.

According to data audited by Miller and Lents (USA), the Company's proved reserves of hydrocarbons as of January 1, 2011 were 17.255 billion boe, consisting of 13.319 billion barrels of oil and 23.615 trillion cubic feet of gas.

The audit was carried out to the standards of the US Securities and Exchange Commission (SEC). The Company decided in 2009 to adopt SEC standards for measurement of reserves in order to ensure greater transparency and comparability of Group reserve figures with those of competitors.

In accordance with SEC requirements, proved reserves that are not in development can only be recognized if there is an approved development plan. The plan must stipulate that development of the relevant reserves will start within five years, unless specific circumstances justify a longer period before the start of development. The audit of LUKOIL reserves took account of changes in development plans contained in the Group's Strategic Development Program.

The Company also completed an evaluation of contingent resources under PRMS classification in 2010. Unaudited figures as of January 1, 2011 showed 3C contingent resources of 10.7 billion barrels of oil equivalent. These oil and gas volumes will be moved from resources to reserves in the future as the time for their development approaches, as the Company's associated gas utilization program moves forward, and as new technologies make production of hard-to-recover reserves commercially viable.

The greater part of the Company's proved reserves of oil are in Western Siberia, Timan-Pechora and the Urals region. The main part of proved gas reserves are in the Bolshekhetskaya Depression (Western Siberia), Uzbekistan and the Caspian region. 60% of Company proved reserves are in development (66% of oil reserves and 38% of gas reserves). This reserve structure reflects large potential of the Company to increase production in the medium term, particularly production of gas.

Most of the Company's proved hydrocarbon reserves are conventional. Only about 4% of the total represent high-viscosity oil and 4% are at offshore fields. This reserve structure enables the Company to control development costs in an efficient manner and to bring new fields into production rapidly.

Growth of proved hydrocarbon reserves in 2010 as a result of geological exploration work, production drilling and acquisitions was 687 million boe, representing 82% of production during the year. Growth due to geological exploration work and production drilling was 625 million boe, and 62 million boe were added as a result of acquisitions. So organic growth of hydrocarbon reserves compensated 75% of production (81% for oil and 44% for gas). Most of the organic growth of proved oil reserves was obtained in Western Siberia (68% of the total) and the Komi Republic (12% of the total). Organic growth of proved gas reserves was also obtained in Western Siberia (61% of the total, including 35% at Bolshekhetskaya Depression) and in international projects: Kandym-Khauzak-Shady and Karachaganak (30% of the total for gas).

Proved reserves were lowered by 102 million boe in 2010 due to revision of earlier evaluations. One cause of the revision was worsening of economic parameters following increase of mineral extraction tax on oil and free gas.

Inclusion of the Company's stake in proved reserves at the West Qurna-2 field, amounting to 62 million boe, did not have significant impact on total reserve levels for the Company, since the preliminary development plan only takes account of volumes brought into the first stage of development ('early oil'). However, significant increase of reserves is expected in the future as drilling-over of the field continues in the second development stage.

Overall, the figures for 2010 show that LUKOIL Group remains among Russian and international leaders by volume of proved hydrocarbon reserves. The Group's ratio of proved hydrocarbon reserves to production is 21 years (19 years for oil and 31 years for gas).

3P hydrocarbon reserves and contingent

Proved Probable Possible Contingent resources

3P crude oil reserves, billion boe

3P gas reserves, trillion cubic feet

Oil & Gas Reserves of LUKOIL Group

January 1, 2011	Oil	Gas	Oil + gas*
	million barrels	billion cubic feet	million boe
Proved reserves	13,319	23,615	17,255
of which: Developed	8,790	8,882	10,270
Undeveloped	4,529	14,733	6,985
Probable reserves	6,474	11,888	8,455
Possible reserves	2,780	2,318	3,167

* the ratio used for recalculation of cubic feet as barrels of oil equivalent (boe) is: 1 boe = 6,000 cubic feet

	Oil, barrels	million	Gas, billion cubic feet	Share in hydrocarbon reserves
Western Siberia		7,222	2,354	44.1%
Urals		1,940	558	11.8%
Volga		623	1,332	4.9%
Northern Caspian		429	1,165	3.6%
Timan-Pechora		2,445	527	14.7%
Bolshekhetskaya Depression		236	12,064	13.0%
Other		221	12	1.3%
International projects		632	6,768	10.2%
TOTAL	13,319		23,615	100%

Proved Oil & Gas Reserves of LUKOIL Group by Region in 2010

Geological Exploration

Geological exploration work by companies of LUKOIL Group in 11 countries around the world is focused on replacement of production with new commercial reserves of hydrocarbons, and preparation of reserves for rapid launch and expansion of production in promising regions, both in Russia and abroad (Timan-Pechora, the Northern Caspian, the Bolshekhetskaya Depression, Ghana). The Company uses the latest technologies in order maximize efficiency of its geological exploration.

The most notable achievement of LUKOIL's geological exploration work in 2010 was the first-ever discovery by a Russian oil company of a deepwater oil & gas field. The discovery was made on the continental slope in the Gulf of Guinea, off the coast of Ghana, as part of the CTPDW project. The field is a part of the Dzata structure, and is at a sea depth of 2,000 meters. The well, which discovered the field, was drilled to a depth of 4,500 meters below sea level.

Most of the Group's geological oil & gas exploration work in 2010 was concentrated in Western Siberia, the Timan-Pechora oil province and international projects. The Group's largest prospecting projects in 2010 were further study of the Tsentralno-Astrakhanskoye gas and condensate field and work in the offshore Caspian to assess oil & gas prospects in Neocomian sediments at the Rakushechnoye field and Lower-Chalk and Jurassic sediments at the Ukatnaya structure. Prospecting work also continued in 2010 to study geological structure and oil & gas potential at the Denisovskaya Depression in the Komi Republic. Outside Russia LUKOIL Group carried out studies of prospects on the West African shelf, in the Aral region and also as part of the Riyadh project in Saudi Arabia. Geological exploration work in other regions was focused on preparation and reconnaissance of prospective new geological targets and additional exploration at fields, which were discovered earlier.

The Company substantially increased 2D seismic work in 2010 to locate and detail geological structures and to prepare for drilling of prospecting and exploration wells, shooting a total of 6,178 km of 2D in comparison with 2,446 km in 2009. International projects accounted for 17% of the total, reflecting expansion of the Company's operations outside Russia. 3D seismic volumes also increased, reaching 5,840 km2 , of which 30% was as part of international projects. Quality of the seismic work and speed of processing and interpretation have improved in recent years, due particularly to application of new computer technologies. High standards of the Group's seismic work are demonstrated by consistent success rates above 70% in prospecting and exploration drilling.

LUKOIL companies are in the process of switching to denser and wider-amplitude observation systems in order to obtain more informative data and achieve more accurate forecasting of filtrationvolume characteristics of reservoirs, and of their fracturing qualities. Surveys at the Tsentralno-Astrakhanskoye, Rossokhinskoye, Severo-Vozeiskoye and Sredne-Nazymskoye fields are using high-amplitude 3D techniques.

LUKOIL completed 793 km of electrical exploration in 2010. Vertical seismic profiling, which enables detailing of geological structure around an existing well, was carried out at eight wells. Total exploration drilling in 2010 amounted to 118,800 meters, and efficiency was 1,143 tonnes of conditional fuel per meter. A total of 32 prospecting and exploration wells were completed in 2010 of which 22 were productive.

Group companies discovered six fields in 2010 (Olginskoye in Tatarstan, Dulepovskoye in Perm Territory, South-East Kyzylbairak and West Aral in Uzbekistan, Arcadia in Egypt and Dzata in Ghana), as well as 25 new oil deposits at fields in Western Siberia and Perm Territory.

Increase of proved reserves under SEC standards during 2010 through geological exploration and additional information obtained in the course of production drilling amounted to 625 million boe. Most of the organic growth of proved oil reserves was obtained in Western Siberia (68% of the total) and the Komi Republic (12% of the total). Organic growth of proved gas reserves was also obtained in Western Siberia (61% of the total, including 35% at Bolshekhetskaya Depression) and in international projects: Kandym-Khauzak-Shady and Karachaganak (30% of the total for gas). Spending by LUKOIL Group on geological exploration work in 2010 was \$435 million.

Russia

Exploration drilling in Russia in 2010 totalled 102,000 meters, 2D seismic exploration was 5,076 km and 3D seismic was 4,116 km2 . Spending on geological exploration in Russia was \$220 million.

Western Siberia

Khanty-Mansiysk Autonomous District (Yugra)

The Khanty-Mansiysk Autonomous District (Yugra) is the main oil production base of LUKOIL Group. The chief aim of geological exploration work there is replacement of reserves in order to maintain the Group's current production levels in the region. Although reserves in the region have been extensively explored, geological exploration work there is particularly efficient and productive.

Exploration drilling in the District totalled 44,900 meters in 2010 and nine wells were completed, of which seven were productive. The success rate of exploration drilling was 78%. The main task in the reporting year was study of oil & gas potential of Neocomian, Achimian and Jurassic sediments in the vicinity of earlier discoveries. The Group shot 499 km of 2D seismic and 2,415 km2 of 3D seismic in the course of the year. Most of the work was in peripheral areas of large fields, and was aimed at detailing oil & gas contours and identifying oil saturation in strata prior to production drilling. Some 275 km2 of 3D surveying was carried out at the Vostochno-Kayumovskiye areas, which were acquired in 2009.

The Group identified 14 new deposits at previously discovered fields in the region during 2010. Largest growth of oil reserves was at the Mishaevskoye, Pokachevskoye and Vateganskoye fields, thanks to 3D work and exploration drilling. Proved hydrocarbon reserves of the Company in Khanti-Mansiysk Autonomous District to SEC standards were 7.6 billion boe by the end of the year. Significant oil flows were obtained at a number of fields.

Testing of Achimian sediments gave a daily oil flow of 180 barrels and a daily flow of 160 barrels was obtained at the Yuzhno-Pokachevskoye field. Geological work led to a water-free daily flow of 1,010 barrels at the Kozhevskoye field. Drilling and well-testing was also carried out at the Vostochno-Perevalny, Zapadno-Kotukhtinsky, Aprelsky, and Bolshoi license areas. Oil flows were obtained at all wells and daily flow rate at the Vostochno-Perevalny field was up to 320 barrels.

Yamal-Nenets Autonomous District

The Company is developing gas reserves at the Bolshekhetskaya Depression in Yamal-Nenets Autonomous District as part of its program for accelerated growth of gas production. The Company is also working at the Severo-Gubkinskoye, Prisklonovoye, and Yuzhno-Tarasovskoye oil, gas and condensate fields, as well as the Urabor-Yakhinsky and Vansko-Namyssky areas.

2D seismic work amounting to 700 km was carried out at the Nakhodkinsky license area in order to identify non-anticlinal traps in chalk sediments.

Proved hydrocarbon reserves at Company fields in the Bolshekhetskaya Depression grew by 5.5% in 2010 compared with 2009 to 2.2 billion boe (more than 13% of LUKOIL Group's total proved hydrocarbon reserves).

Timan-Pechora

Timan-Pechora (the Nenets Autonomous District and Komi Republic) is a promising region for oil production by the Company. The region is little studied, with high potential for new discoveries, and the Company carried out extensive geological exploration work there during 2010. Volumes of 2D and 3D seismic work during 2010, for clarification of geological models, were 1,066 km and 813 km2 , respectively, and exploration drilling was 9,400 meters.

Total 9,400 km of prospecting and exploration drilling was carried out during 2010 in the Komi Republic and two wells were completed at the Bayandyskoye field, both of which were productive. The drilling success rate was thus 100%. Well-testing gave daily flows of 200 and 1000 barrels of oil, respectively. Both wells have been brought into production.

Testing of an exploration well was completed at the Oshskoye field in Nenets Autonomous District, and daily oil flow of 2,700 barrels was obtained. 2D seismic surveying was carried out on 710 km at the Yuzhno-Tedinsky and Predtimansky areas, and 776 km2 of 3D seismic was shot at the Yuzhno-Khoreiverskoye, Vostochno-Tedinsky and Vangureyakhinskaya areas. A 3D survey of 128 km2 was in progress during 2010 at the Denisovskaya Depression.

Geological work and additional information obtained in the course of production drilling added 78 million barrels of proved reserves to international standards in Timan-Pechora during 2010.

OOO Naryanmarneftegaz, the joint venture between LUKOIL Group and ConocoPhillips began secondary testing of an exploration well to investigate production potential of a high-viscosity oil deposit in Carbonaceous sediments. Initial daily oil flow was 200 barrels.

Urals

The Urals is a traditional production region for the Company, and reserves in the region have been extensively explored. LUKOIL carried out 61 km of 2D seismic and 768 km2 of 3D work in the region for geological purposes during 2010. Exploration drilling totaled 13,900 meters. Exploration drilling to discover new fields and increase reserves was carried out mainly in the vicinity of sites with established commercial oil presence.

In Perm Territory construction of three wells was completed, two wells were drilled, and testing work began at the Enapaevskaya and Zabrodovskaya areas. All of the wells gave flows from productive strata at daily rates of 100-200 barrels, so the prospecting success rate was 100%. One new field was discovered in 2010 – the Dulepovskoye field, at which testing gave an oil flow of 200 barrels per day.

Volga (onshore)

The Volga is another traditional hydrocarbon production region for LUKOIL Group and its geology has been extensively studied. Exploration drilling in 2010 was 19,500 meters and 1,385 km of 2D seismic was carried out in Volgograd Region (the administrative territory). LUKOIL companies also completed 593 km of electric exploration work and 100 km of geochemical studies. Drilling of an exploration well was begun at the Beshkulskoye field.

An exploration well was completed at the Nemirovskoye field and gave a commercial flow of 400 barrels per day when tested. The well has been brought into production.

Drilling of an exploration well began at the Tsentralno-Astrakhanskoye field to clarify field structure, so that reserves can be transferred to the industrial category and 3D seismic work began in the northern part of the field (45 km2 were shot during 2010).

Drilling and well testing were carried out at the Agryzsky, Menzelinsky and Ozerny areas in the Republic of Tatarstan. One prospecting well was completed at the Yuzhno-Izhevskaya structure and a new field – the Olginskoye field – was discovered. Testing of a Zavolzhsky horizon in the Upper Devonian gave a daily oil flow of 610 barrels using a choke. С1 recoverable oil reserves are 1.4 million tonnes.

2D seismic work (301.3 km) was carried out at the Menzelinsky license area.

Northern Caspian

The Northern Caspian is one of the key regions for increase of oil & gas production by the Company in the medium term and the Company attaches great importance to development of resource potential in the region.

In the offshore Caspian Well-7 was completed at the Rakushechnoye field, and results suggest С1 reserve increase of 621 billion cubic feet and additional 2.7 million boe of gas condensate. 2D seismic work was completed at the Tsentralno-Kaspiisky license area (500 km), and 200 km of electrical exploration was also carried out.

The Caspian Oil Company, in which a subsidiary of OAO "LUKOIL" owns 49.89% (another 49.89% is owned by a subsidiary of Rosneft and remaining shares belong to Gazprom), drilled a prospecting well at the Ukatnaya structure and discovered oil & gas strata in Mid-Jurassic sediments. The deposit is in thin-layered, medium-to-fine grained sandstone. Strata testing gave flows of oil, gas and water, and discovery of a commercial hydrocarbon deposit was confirmed.

Azov Sea

Priazovneft, in which LUKOIL Group has a 42.5% stake (42.5% is owned by a subsidiary of Rosneft and 15% belongs to the State Property Fund of Krasnodar Territory) carried out 414 km of 2D seismic during 2010. The material has been processed and interpretation has begun.

Priazovneft discovered the Novoye field in the offshore Azov Sea in 2007 and has taken a joint decision with Rosneft to carry out further geological work at the central part of the license area.

Kaliningrad Region

LUKOIL companies carried out geological work in 2009 in Kaliningrad Region both onshore and in the offshore Baltic Sea. Offshore work was in preparation for drilling of a first prospecting well.

International projects

In accordance with LUKOIL's strategy for intensive development of its international business in the E&P segment, the main task of geological exploration by the Company outside Russia is to prepare the resource base for rapid launch of production. Exploration drilling in international projects with LUKOIL Group participation was 17,300 meters in 2010. The Group's share of 2D seismic work in international projects in 2010 totaled 1,102 km and its share of 3D work was 1,724 km2 . Spending on geological exploration outside Russia was \$199 million.

LUKOIL Group was involved in geological exploration projects in nine countries outside Russia by the end of 2010: Colombia, Kazakhstan, Saudi Arabia, Uzbekistan, Cote d'Ivoire, Ghana, Egypt, Venezuela and Iraq (preparation for production). Seven exploration wells were drilled as part of these projects in the course of the year, of which four were productive (a success rate of 57%).

Drilling of Well Dzata-1 with depth of 4,500 meters was completed in 2010 at the CTPDW block in the Republic of Ghana (a LUKOIL company's share in the project is 56.66%). The well discovered an oil and gas condensate field and confirmed presence of an oil & gas bearing system at the block. The main sandstone reservoir contains gas and light crude oil. The well was drilled using a semi-submersible rig with a dynamic positioning system. A plan of field evaluation was approved in 2010 in order to clarify filtration-volume features of reservoirs, the nature of saturation and geometry of deposits. The calculations, which have been carried out, suggest that the field is commercially viable. Main risks are associated with confirmation of reserves and obtaining commercial flows. The Company is preparing for reconnaissance of other geological targets on the block territory, evaluation of which could increase the resource base and improve financial criteria of the project.

The Cape Three Points discovery makes LUKOIL the first Russian company to locate an oil & gas field on a deepwater continental slope, and proves that use of new technologies is helping the Company to remain in the oil & gas industry vanguard. The Dzata structure confirms good prospects of Ghana's deepwater shelf and provides an excellent opportunity to deploy the latest production technology to best effect.

Drilling of Well Orca-1 to depth of 4,000 meters was completed at Block Cl-401 in Cote d'Ivoire, and drilling gave evidence of oil & gas saturation in Campanian and Turonian stages, including a sample of water-free oil. The drilling results point to presence of lithologic and stratigraphic deposits in the Turonian complex at block CI-401.

A technical description was prepared for the Kakao site at Block 205 in Cote d'Ivoire. Hydrocarbon resources amounting to 147.3 million tonnes of oil and 31.3 billion cubic feet of gas have been confirmed. Drilling of a well is planned in 2011.

At the Riyadh (Block A) project in Saudi Arabia drilling of Well Tukhman-4 was completed to sediments at the Sharavra formation, and a modest flow of gas and condensate was obtained from testing of the Unaiza formation. The well has been suspended until a technology can be applied to increase the flow rate. Additional testing of the middle and upper interval of the Sara formation was carried out at Well Faidakh-2. Current daily gas flow rate is 53,000 cubic meters. The well has been suspended pending choice of a technology, which can enhance the rate of flow.

3D survey work totaling 674 km2 was carried out at Condor project in Colombia during 2010 in the region of the East-Guavio and Cumoral structures.

The first stage of preparatory work began at the end of 2009 for drilling of Well Amarilo-1, and a co-investor for well drilling is being sought. Preparation of an environmental impact assessment and the procedure of obtaining an environment license are also underway.

The investment consortium working on the Aral project in the Uzbek sector of the Aral Sea (LUKOIL Group has a 20% stake in the project) completed drilling of the first well, WAEx-1. Bottom-hole is at a depth of 3.3 km. The well has found a multi-bed field with gas-condensate deposits in Mid-Jurassic sediments. Maximum daily gas flow is 319,500 cubic meters.

Preparatory work was carried out at the Kungrad block in Uzbekistan for drilling of Well Shege-1.

In the South-West Gissar project in Uzbekistan a well was drilled to 2,521 meters at the western dome of the South-East Kyzylbairak structure and penetrated prospective Upper Jurassic sediments obtaining a daily gas flow of 442,000 cubic meters. Prospecting and exploration Well Shamoltegmas-4 is to be drilled in 2011 in order to transfer reserves from С2 to С1 at the Kyzylbairak field. Planned well depth is 350 meters.

Preparations were made for drilling of a well in the Kazakh sector of the Caspian Sea as part of the Tyub-Karagan project. Geological resources at the structure are 317.6 million tonnes of conditional fuel under Russian classification.

In February 2009 the Group became the operator at the WEEM Extension, adjacent to the WEEM block in Egypt. More than 60% of the WEEM Extension was already studied by LUKOIL in 2006 using high-definition 3D seismic. A slanted well, WEEM E-A-1, drilled to a depth of 1,829 meters found more than 30 meters of oil-saturated reservoirs and obtained daily oil flow of 1,100 barrels from the Nubia structure. The well has reached the contour zone of the deposit. Drilling of Well WAE-2 has been completed: planned depth was 2,324 meters, but bottom-well is at 2,658 meters. The well penetrated the Matulla and Nubia horizons in a lowered section of the block, but was unproductive. The well has been suspended pending a decision based on results of 3D seismic work.

The Company won a tender in 2010 for exploration and development rights at the Est Rapsodia and Trident offshore blocks in the Black Sea off the coast of Romania. 3D seismic exploration work is planned to clarify geological structure of the blocks. A concession agreement is being prepared for signing with Romania's National Agency for Mineral Resources. An office of LUKOIL Overseas Holding Ltd will be opened for project management purposes.

Electric exploration, km

Hydrocarbon reserve extensions and discoveries, million boe

Spending on geological exploration, \$ million

Exploration drilling, thousand meters

Exploration drilling by regions (2010), %

Oil Field Development and Production

Oil production by regions

	Thousand tonnes	Share of production
Western Siberia	50,934	53.1%
Timan-Pechora	21,175	22.1%
Volga	3,137	3.3%
Urals	12,500	13.0%
International projects	6,225	6.5%
Other	2,021	2.0%
Total	95,992	100%

Crude oil production by LUKOIL Group in 2010 (including share of production by equity affiliates) was 95.922 million tonnes (1.940 million barrels per day). Average daily output fell by 1.6% in comparison with 2009.

Lower oil output in 2010 reflects a production decline at fields in Western Siberia, where the Company produces 53% of its crude, and was due primarily to objective changes in the structure of recoverable reserves. However, use of the latest enhanced recovery technologies and horizontal drilling enabled the Company to reduce the rate of crude output decline in Western Siberia from 5.7% in 2009 to 3.8% in 2010. The Group has also successfully addressed the problem of electricity supply shortages for production operations, which arose in recent years in Western Siberia. The Company is building and commissioning its own power generating capacities at fields, and the shortages have now been almost completely overcome.

The main achievement in the Company's production business during 2010 was launch of production at the Yu. Korchagin field where annual oil extraction will reach 2.4 million tonnes and gas output will be 1 billion cubic meters at peak production. Yu. Korchagin is the first of a group of LUKOIL fields in Russian territorial waters of the Caspian Sea to have been brought into operation. Development of the field will use a system of long horizontal wells (over 5 km in length) representing a unique solution for the Russian industry. Logging will be carried out as part of the horizontal-well drilling process. Radial distribution of wells will enable simultaneous penetration of all productive layers.

The Company continued its work on improvement of field development efficiency and reduction of operating costs in the reporting year. LUKOIL production companies carried out a range of measures to raise well productivity and oil recovery rates in order to achieve oil production targets for 2010. As a result field development spending rose by 4.0% in 2010 compared with 2009 to a level of \$4.599 billion, despite increase of inflation to 8.7% and real strengthening of the rouble by 11.6%.

The Company's subsidiaries and equity affiliates produced hydrocarbons at 355 fields in Russia and 11 projects abroad in 2010. A total of 11 new fields were brought into development during the year, as follows: Severo-Pokamasovskoye, Mishaevskoye, Svobodnoye, Timerovskoye, Olginskoye and Lenzitskoye (Western Siberia); Yu. Korchagin (Volga); Sharonovskoye, Preobrazhenskoye (Urals); Olginskoye and Yu. Rossikhina (Timan-Pechora). The largest production increases (more than 200,000 tonnes) were achieved at four fields: Bayadynskoye and Usinskoye in Timan-Pechora; and Kechimovskoye and Urevskoye in Western Siberia.

The Company had 30,340 oil production wells as of January 1, 2011, of which 25,990 were actually in use, and the number of water injection wells was 10,320, of which 8,120 were under pressure. The number of oil production wells was 2.0% higher than in 2009. The share of idle wells was almost unchanged from the end of 2009 at 14.3% of the total number. Average daily oil flow from wells in projects with Group participation was 14.5 tonnes.

Volumes of production drilling were nearly unchanged, totaling 2,732,000 meters, which is 0.3% less than in 2009. The number of new production wells brought into operation was 1,077, of which 101 were horizontal. High efficiency of horizontal well drilling has persuaded the Company to increase numbers of such wells in the medium term. Average daily flow from new wells in projects, in which the Group is a participant, was 35.8 tonnes, including 156.6 tonnes from horizontal wells. Flow rates at new wells were 3% higher than in 2009 thanks to improvement in geological and hydrodynamic models and greater application of such models in planning of drilling work, and also as a result of further work to improve well completion technologies and initial and secondary penetration of productive formations.

Use of new drilling and well completion technologies, selection of optimal borehole trajectory with clarification of the geological model during drilling, use of bottom-hole control systems and real-time drilling management to maximize borehole contact with the reservoir gave an increase of average output from horizontal wells by 2.3 times compared with 2009.

The Company increased efficiency of sidetracks by 17.3% in 2010, despite a 15.2% reduction of this work in Russian operations compared with 2009. The improvement was mainly due to more accurate forecasting of geological structure and the structure of reserves at areas where sidetracks were used. Sidetrack drilling is carried out mainly at wells, which have been taken out of operation, in order to extract residual oil reserves. Sidetracks were drilled at 224 wells in 2010 and gave average daily flow of 19.7 tonnes.

Efficiency of hydrofracturing operations at Company wells in 2010 was comparable with the result in 2009. Positive effect from hydrofracturing was maintained thanks to effective planning work, selection of wells using full-time hydrodynamic models, and tighter control over the quality of materials and reagents used by service companies.

A total of 4,869 operations were carried out on productive formations using physical, chemical, hydrodynamic and heat techniques (see 'Exploration and Production Technologies'). Additional oil output in Russia thanks to application of enhanced oil recovery techniques was 22.1 million tonnes, or 25% of total oil production by the Group in Russia.

Russia

Oil production by LUKOIL Group in Russia during 2010 was 89.767 million tonnes, of which 89.431 million tonnes were produced by Group subsidiaries.

Subsidiaries and equity affiliates of OAO "LUKOIL" produced hydrocarbons at 355 fields in Russia in 2010. Production drilling in Russia declined slightly to 2,286,000 meters. The Group owned 28,610 production wells at the end of 2010, of which 24,420 were actually in use.

Western Siberia

Fields in Western Siberia accounted for 56.7% of the Group's Russian oil production in 2010. Production in the region was somewhat lower than in 2009 at 50.93 million tonnes. Use of enhanced oil recovery methods and drilling of horizontal boreholes enabled LUKOIL to reduce the rate of production decline in Western Siberia from 5.7% in 2009 to 3.8% in 2010. The Company will continue to focus on stabilization of production levels in main operating regions, stepping up investments into development of new technologies and improvement of field efficiency.

Stabilization of output levels in Western Siberia is complicated by gradual natural exhaustion of the resource base, due to the long period of production at most Company fields in the region, which has depleted their reserves. LUKOIL is combating output decline by use of the latest technologies, which enable substantial increase of the recovery ratio and production of oil from reservoirs with difficult access. Another problem is shortage of electric power supply in the region, which leads to losses in the production process and makes it difficult to pump in sufficient volumes of water to maintain reservoir pressure. The Company is successfully dealing with power shortages at its own fields by construction of small power stations, fuelled mainly by associated gas (see 'Power Generation').

Despite long periods of exploitation, some of the Company's fields in Western Siberia have significant potential for production growth. In particular, the Kechimovskoye and Urevskoye fields showed strong oil production growth once again in 2010.

Oil production at the Kechimovskoye field, which was launched in 1995, grew by 30.2% in 2010 compared with 2009 to 2.01 million tonnes thanks to new production drilling: a total of 102 new wells were brought into production with average daily flow rates of 32.8 tonnes, including 27 horizontal wells with average daily flow rate of 61.9 tonnes. Oil production from new wells was 530,800. New wells brought into operation during 2009 (92 wells with average daily flow rate of 27.9 tonnes, totaling 644,300 tonnes in the year) made an important contribution to output in 2010, which was their first full calendar year in production. Work continued on a system to maintain reservoir pressure: 49 new injection wells were put under pressure during the reporting year.

The Kechimovskoye field is one of the Company's largest investment projects in Western Siberia: in accordance with the project schedule, 361 wells remained to be drilled as of January 1, 2011, of which 270 oil wells and 91 injection wells.

Oil production at the Urevskoye field, which was brought into production in 1978, rose by 9.3% to 2.86 million tonnes in 2010. The increase was achieved thanks to production drilling: 83 new wells were launched with average daily output of 25.7 tonnes, including two horizontal wells with daily flow of 59.1 tonnes. Oil production at new wells in the reporting period was 352,300. A total of 12 sidetracks were drilled at the field in 2010 in order to maintain output levels at wells, and they gave average daily flow increases of 12.5 tonnes, producing 20,700 tonnes of additional oil in total. Work continued on a system for maintaining strata pressure, and 29 new injection wells were put under pressure in the reporting year.

There were 843 wells still to be drilled at the Urevskoye field as of January 1, 2011, in accordance with the field development schedule. LUKOIL's development program for the Exploration & Production segment includes maintenance of high production drilling rates at Urevskoye with further increase of oil output.

Timan-Pechora

The Timan-Pechora oil province accounted for 23.6% of Company production in Russia in 2010. Output by the Group in the province declined slightly in comparison with 2009 to a level of 21.18 million tonnes but Timan-Pechora still has great potential. The Company will develop fields using new technologies in order to speed up extraction of heavy crude oil in Timan-Pechora. Such oil represents 4.3% of the Company's total proved hydrocarbon reserves, mostly located at the Yaregskoye and Usinskoye fields in Timan-Pechora.

The Yaregskoye field has proved reserves of 315 million barrels of high viscosity oil under SEC classification. Production at the field mainly uses a shaft technique. Industrial testing has been underway at Yaregskoye since 2005 of new techniques for production from the surface using horizontal wells and heat applications. The work will help the Company to assess technical aspects of use of horizontal wells for injection and production purposes. The technology is similar to Steam Assisted Gravity Drainage (SAGD), which is being applied for oil sands at Atabasca in Canada. Three pairs of horizontal boreholes with horizontal sections of 250–300 meters have been drilled using this technology at Test Area № 3. Further application of SAGD techniques involve constant steam input to an upper injection hole and extraction of oil from a lower production hole. Steam condenses on the walls of a steam chamber, which forms in the strata, then flows into the production hole together with oil under the effect of gravity.

Thermo-gravitational drainage technology was used at the Lyaelskaya area of the Yaregskoye field in 2010 for drilling of three horizontal wells with 1,000 meter horizontal sections. Industrial application of thermo-gravitational drainage will enable non-draining reserves to be brought into production, increasing the overall level of oil production at the Yaregskoye field.

The highest rate of oil production growth (more than 200,000 tonnes) in Timan-Pechora was achieved at the Usinskoye and Bayadynskoye fields.

Output increase of 210,700 tonnes (+10.0%) was achieved in 2010 at the Usinskoye field, thanks to higher extraction volumes from a Permian-Carbonaceous deposit (+219,200 tonnes). Higher extraction from the deposit was achieved using various efficient geological interventions (steam cycles, etc.), and diversion of wells to the deposit from other geological targets at the Usinskoye field.

Two wells were transferred from drilling to production status and gave average daily flow rates of 93.1 tonnes, totaling 8,900 tonnes for the year. A further 522 wells remain to be drilled as of January 1, 2011, in accordance with the field schedule. Application of enhanced recovery techniques in future drilling will enable the Company to maintain strong results in work at the Usinskoye field.

Extensive industrial testing of steam-heat treatment is being carried out in order to improve recovery ratios from high-viscosity Permian-Carbonaceous deposits. Heat treatment of strata using a system of horizontal boreholes was applied in practice at a deposit for the first time in 2010, and testing of a perpendicular thermo-gravitational drainage technique is planned. Drilling of a new horizontal well with length up to 900 meters is scheduled, and the well will be capable of supporting steam-cycle treatment techniques.

The Permian-Carbonaceous deposit at the Usinskoye field was brought into operation in 1977 and its proved reserves under SEC standards as of January 1, 2011 were 434 million barrels. Structure of the Carbonaceous reservoir is discontinuous, it contains high-viscosity oil and is a natural target for heat treatment. In order to raise the recovery ratio, steam is being injected in a steam-heat process across an area of the deposit, with application of a steam cycle at several production wells, combined in some places with use of chemical reagents. Additional output from the deposit thanks to application of heat methods has totaled 6.1 million tonnes since the operation was started. Other new technologies are also being tested at the deposit, including drilling of radial drain-holes with subsequent steam-cycle treatment, and drilling of sidetracks. Application of binary mixtures at production wells is also planned.

The highest rates of production growth in Timan-Pechora were at the Bayandyskoye field. Growth of output at the field in 2010 compared with 2009 was 265,500 tonnes (+123.6%). This was achieved thanks to transfer of seven wells (six production and one exploration) from drilling to production status. These wells gave average daily oil flow of 258,5 tonnes and total output of 322,000 tonnes in the reporting period. The current state of development suggests that it will be possible to produce confirmed recoverable reserves without installing a system for maintenance of strata pressure. Construction of a horizontal well with horizontal section of about 3,000 meters is planned in order to optimize the well combination at this highly productive field.

Crude oil output at the Yuzhnaya Khylchuya field, which was commissioned jointly with ConocoPhillips in mid-2008, was 6.9 million tonnes in 2010, which is 1.1% less than in 2009. Rapid production drilling and simultaneous launch of new production wells in 2008–2009 gave high oil-take from initial recoverable reserves, so that stabilization was inevitable in 2010, when five wells were transferred to production status (four production wells and one exploration well), with average daily output of 806 tonnes, and five injection wells were brought into operation. Measures to regulate field operations are now being carried out. They include reinforcement of the system for strata pressure maintenance at the north-eastern part of the deposit, and increase of injection pressure at the modular cluster pump station to planned levels.

The Company is working hard to ensure rapid development of Timan-Pechora's substantial reserves, which will help to compensate natural decline of output in traditional production regions.

Urals

Production of oil by LUKOIL Group in the Urals region increased to 12.5 million tonnes in 2010, or by 3.8%, thanks to use of new technologies, such as sidetracks, radial drilling and acid hydrofracturing. The Urals accounted for 13.9% of total production by the Company in Russia during 2010, compared with a figure of 13.4% in 2009.

Output at the Unvinskoye field grew by 6.2% in 2010 to 1.5 million tonnes. The increase was due to extensive use of new enhanced recovery methods and large-scale production drilling. Eight sidetracks were drilled and gave average daily flow of 26 tonnes, four hydrofracturing operations were carried out, giving 20.4 tonnes additional daily flow, and radial drilling technology was used at two wells (resulting average daily production growth was 7.7 tonnes). Overall production growth as a result of these measures and various traditional technologies was more than 80,000 tonnes. Two new wells were transferred to production status with average daily flow of 34.4 tonnes, including one well with a horizontal borehole.

The Unvinskoye field is one of the Company's biggest investment projects in Perm Region by size of initial oil reserves. The field has been almost completely drilled over and only fringe zones of deposits remain to be drilled.

Oil production at the Sibirskoye field rose by 4.5% in 2010 to 0.7 million tonnes thanks to geological work at wells and use of various techniques for enhanced recovery and production intensification. The techniques were applied at nine wells in 2010 and enabled additional extraction of 12,700 tonnes of oil. However, most of production growth in 2010 was obtained from continuation of geological interventions from 2009: a total of 18 well operations, which gave average daily output growth of 19.9 tonnes and total additional output of 58,100 tonnes. Principal techniques used at the field are acid and proppant fracturing of strata, repeat fracturing of strata at a depression and drilling of sidetracks and radial holes at wells.

The field is of average size by reserves compared with others in the region around Perm. Main geological targets at the field are Riphean sediments of the Turnei-Famenskiye stages, Terrigenous sediments in the Tulsko-Bobrikovsky horizon and Carbonaceous sediments in the Bashkirean stage. Nearly all planned wells have now been drilled,

Volga

Crude oil production by LUKOIL Group in the Volga region increased by 2.1% in 2010 compared with 2009 to 3.14 million tonnes. Work by the Company to improve field development efficiency in the region has led to increase of the oil recovery rate and made it possible to maintain output levels, despite considerable depletion of reserves.

LUKOIL's most important achievement in the E&P segment during 2010 was launch of production at the Yu. Korchagin field, where peak production levels will be about 2.5 million tonnes of oil and 1 billion cubic meters of gas. The Yu. Korchagin field is the first to come on line of a series of fields that are being developed by the Company in the offshore Caspian. Development of these fields will be the main source of oil production growth for the Company in the medium term. The Yu. Korchagin and Viktor Filanovsky fields will account for most production growth, and they are the first in order for launch. The Yu. Korchagin field development will use a system of extra-long horizontal wells (over 5,000 meters), representing a unique solution for Russia. Well logging will be carried out in the process of horizontal drilling, and radial distribution of wells will enable simultaneous penetration of all productive strata. Rates of field development slowed down in 2010 due to lower commercial drilling speed and 14% loss of calendar work time due to accidents and downtime.

Work is being carried out on production stabilization at the Pamyatno-Sasovskoye field, which is one of the largest in the Volga region, accounting for 77% of LUKOIL's regional output. Total additional oil production achieved by drilling of sidetracks was 67,300 tonnes, average daily flow rates were increased by 122 tonnes. Two efficient repair and insulation operations were carried out, giving average 53.5 tonnes additional daily output, and adding 30,600 tonnes of oil for the year.

International projects

LUKOIL Group's share of production in international projects was 6.255 million tonnes, which is 8.3% more than in 2009. The growth was mainly due to the Tengiz and North Buzachi projects in Kazakhstan, South-West Gissar in Uzbekistan and Shakh-Deniz in Azerbaijan.

Production drilling in the Company's international projects increased by 25.6% in 2010 compared with 2009 to 446,000 meters. The number of oil production wells rose by 14.2% to 1,738, of which 1,583 were actually in use. A total of 279 new production wells were commissioned as part of international projects, in which the Group is a participant.

The largest oil production increase as part of international projects came from the Tengiz project in Kazakhstan. Crude oil production from the project (Group share) grew by 101.8% to 1,296,000 tonnes, and average daily output per well was 955 tonnes. PreFEED work was completed in 2010 for planned expansion of the Tengiz field, which will involve construction of a new oil preparation plant with 12 million tonnes annual capacity and enlargement of the gas reinjection system. The Company plans to resume drilling at Tengiz in order to load existing plant capacities and as part of the future expansion project. The rate of use of associated gas at Tengiz has been raised to 99% thanks to a series of measures, ending routine flaring of gas at the field.

The Group's share of crude oil and gas condensate production in the Karachaganak project in Kazakhstan was 1.5 million tonnes in 2010, almost unchanged from the previous year. Five new horizontal wells with average daily flow of 761 tonnes were brought into production during the year as part of the field investment programme.

Rapid development work continued at the Kumkol field in Kazakhstan during the reporting year. The Group's share in crude production in this project during 2010 was 1.47 million tonnes. 71 new production wells were drilled in the reporting year and gave average daily flow of 36 tonnes.

Share of the Group in the KarakudukMunai project in Kazakhstan was 718,900 tonnes in 2010. In the course of the year 19 new wells were brought into operation, and gave average daily production of 18.3 tonnes. Expansion of the system for maintenance of strata pressure was completed by commissioning of two pumping units with daily capacity of 10,000 cubic meters. The central oil processing unit was modernized by assembly and activation of a compressor with capacity of 1,100 cubic meters per hour. A separator for natural gas liquids was built and brought into use.

Intensive development work continued at the North Buzachi field in Kazakhstan, where LUKOIL Group's share of production grew by 3.8% to 497,500 tonnes, and 151 new production wells were commissioned giving average daily flows of 9.7 tonnes. Five pumping stations were built in the reporting year, and work was completed on three horizontal wells and eight sidetracks.

Oil production grew by 4.3% at the Alibekmola and Kozhasai fields (the Kazakhoil Aktobe project in Kazakhstan) to a level of 244,000 tonnes. Nine new wells were brought into operation with average daily output of 57.1 tonnes, and an agreement was reached for carrying out of two pilot actions for deep treatment of strata. Construction of a system of strata pressure maintenance was completed at the Kozhasai field, and planning and equipment sourcing was carried out for a complex gas preparation facility at the Alibekmola field and a gas preparation facility at the Kozhasai field, both as part of the project for use of associated gas.

Gas condensate production as part of the Shakh-Deniz project in Azerbaijan rose by 7.3%, to 149,300 tonnes in response to growth of demand in Azerbaijan and from Turkish consumers. Four wells were in operation during 2010. Gas was supplied through the South-Caucasus pipeline to Azerbaijan, Georgia and Turkey. Condensate was shipped via the Baku-Tbilisi-Ceyhan pipeline.

The Group's share of gas condensate production at the Khauzak-Shady area in Uzbekistan (developed as part of the Kandym-Khauzak-Shady project), which was commissioned in 2007, was 10,400 tonnes in 2010. One new production well was commissioned in the course of the year and gave daily flow of 2.8 tonnes of condensate. A tendering competition was announced for design and construction of a booster compressor station.

LUKOIL Group's share of production at the South-West Gissar project in Uzbekistan, which was acquired in 2008, grew by a substantial 131% in 2010 compared with 2009 to 87,900 tonnes. Four new production wells were brought into operation during the reporting year and gave average daily output of 47.7 tonnes. A contract and agreement was made concerning supply of technical documentation and equipment for the Adamtash, Gumbulak, and Djarkuduk-Yangi-Kizilcha gas condensate fields in the Republic of Uzbekistan.

The Group's share in the Meleiha project in Egypt was 12.6% less in 2010 than in 2009 and amounted to 69,000 tonnes, despite overall growth of project output. This was due to reduction of LUKOIL's production share from 9.57% to 7.35% resulting from increase of Brent prices and 18% reduction of capital expenditures in 2010 to \$19.3 million. Lower investments were due to change in the construction schedule of the project operator, Agiba Petroleum, which delayed construction of vent lines to the new wells (part of the loss-reduction project) and construction of burial facilities for radioactive waste until 2011. A further 16 wells with average daily output of 34.9 tonnes were brought into operation in 2010.

Gas field development and gas production

LUKOIL	Group	marketable	gas
	production by regions
	million cubic meters
Western Siberia		3,492	18.7%
Bolshekhetskaya
Depression		8,146	43.9%
Timan-Pechora		536	2.9%
Urals		921	5.0%
Volga		529	2.9%
Other		11	0.1%
	International projects	4,919	26.5%
Other		18,554	100.0%

LUKOIL Group gas program is focused on accelerated growth of gas production both in Russia and abroad and increase in the share of gas to a third of total hydrocarbon production by the Group. The main aim of this strategy is to commercialize gas reserves and reduce the Company's exposure to major price volatility on the international oil market.

Total gas production by LUKOIL Group in 2009 (including the share of production by equity affiliates) rose by 20.4% to 21.328 billion cubic meters (344,000 boe per day). Output of marketable gas (net of own use, reinjection into reservoir formations and transport losses) rose by 24.5% to 18.554 billion cubic meters (299,000 boe per day), and the increase in Russia alone was 27.9%. Significant growth of marketable gas output was possible thanks to growth of purchases by Gazprom, due to increase of demand in Europe and the effect of a low base in 2009. European spot prices for gas rose sharply at the end of 2010 in the context of high oil prices, industrial recovery after the recession and severe weather conditions on the continent. As a result Company revenue from sales of natural gas increased by 46.2% in 2010 compared with 2009 to a level of \$835 million.

Most of the output growth was provided by the Nakhodkinskoye field, where production of marketable gas rose by 37.2% in 2010 to 8.146 billion cubic meters. All of this gas was sold to Gazprom. The Company also increased rates of associated gas use in Western Siberia. Net income of LUKOIL Group in 2010 from gas projects in Russia was \$116 million, which is 107.1% more than in 2009.

The Company was operating 397 gas wells at the end of 2010, of which 286 were in production.

Natural gas output rose by 21.8% to 13.936 billion cubic meters in 2010, of which 12.770 billion cubic meters was marketable gas. Increase in output of marketable gas was 25.0%.

Production of associated gas rose by 17.8% to 7.392 billion cubic meters, of which 5.784 billion cubic meters was marketable associated gas. Increase in marketable associated gas production was 23.6%. Growth in production of marketable associated gas was due to growth of oil production and development of the system for associated gas utilization at Company fields. Associated gas is used at fields for injection into formations to maintain reservoir pressure, for production of electrical energy at gas-fired power stations, and for other production needs. Marketable associated gas is delivered to gas-processing plants and to local consumers.

The Company has been increasing the share of associated gas1 , which it puts to use, year by year and the share reached 76.8% in 2010 compared with 71.1% in 2009 and 70.4% in 2008. The increase has been made possible by development of systems for utilization of associated gas at Company fields, including construction of compressor stations and gas pipelines. The level of utilization of associated gas at main Company fields in Western Siberia is now more than 95%.

The Company is pursuing construction of gas-fired power stations at fields as part of a small-scale generating program in order to further increase utilization of associated gas. This reduces gas flaring and gives cost savings on electricity, lowering oil lifting costs. LUKOIL is implementing a program, approved in 2009 for the years 2009-2011, which aims to increase rates of associated gas utilization by organizations in the Group. The program target is to raise the utilization rate to 95% by 2012.

Russia

Production of marketable gas in Russia in 2010 was 13.635 billion cubic meters, which is 27.9% more than in 2009. The Company had 306 gas production wells in Russia at the end of 2010, of which 213 were actually in use

Most of the Company's natural gas production in 2009 in Russia (more than 90%) came from the Nakhodkinskoye field in the Bolshekhetskaya Depression. Gas production there in 2010 was 8.2 billion cubic meters, which is 37.1% more than in 2009, reflecting increase of gas purchase volumes by Gazprom.

Scheduled work is being carried out at the field for modernization of low-temperature gas separation technologies in order to raise strata pressure in the complex gas preparation unit. Four turbodetander aggregates were brought into operation in a first stage of this work in 2010,and the second stage will involve installation of a booster compressor station, design of which began at the end of 2010. Completion of these tasks will ensure stability in production, preparation and transport of gas from the Nakhodkinskoye field.

Design work was completed in 2010 for the main compressor station in a gas transport system to serve fields in the Bolshekhetskaya Depression in the region of Nakhodkinskoye. Tendering competitions have been carried out and agreements have been made for construction of the station, and for design,

¹ Share of produced gas in total gas extracted from formations. The remainder is flared off.

manufacture, delivery, assembly and testing & commissioning of gas pumping aggregates as well as ancillary equipment. Commissioning of the first part of the main compressor station is scheduled for the end of 2012.

The Company began drilling work at gas condensate deposits at the Pyakyakhinskoye field in 2009. Two drilling rigs have been deployed at the field, the first section of a gas turbine power station was brought into operation in July, 10-kilowatt aerial transmission cables were installed to carry power to two drilling pads, and a well was drilled to provide gas for energy generation. There were eight wells at the field at the start of 2011: seven wells are suspended, and one well provides gas for an energy generation unit.

The plan for development of the Pyakyakhinskoye field was adjusted in 2010 based on results of geological work and production drilling, and on decisions that were taken for optimization of well performance.

OAO "LUKOIL" has reached an agreement with Rosneft, by which the Company will accept 5.6 billion cubic meters of gas each year starting in 2013 from the Vankor field to be fed into the gas transport system serving the Bolshekhetskaya Depression in the region of the Khalmerpayutinskoye field and transport it to the Yamburgskaya gas compression station on Gazprom's Unified Gas Supply System. Construction of pipelines from Khalmerpayutinskoye to Pyakyakhinskoye and from Pyakyakhinskoye to Nakhodkinskoye are scheduled for completion in 2013. Tenders have been carried out for purchases of pipes and pressure regulating equipment, and contactors for construction of the gas transport system have been selected.

In return, Rosneft guarantees to accept up to 3 million tonnes per year of stabilized oil and condensate to be fed into the Vankor-Purpe pipeline for transport to the Transneft trunk pipeline system. However, the Company has decided to use the Zapolyarye-Purpe pipeline (owned by Transneft) in preference to the Vankor route for liquid hydrocarbons, so construction of the Pyakyakhinskoye field and start of production have been synchronized with planned launch of the Zapolyarye-Purpe pipeline, which will pass across the Pyakyakhinskoye field.

When all fields in the Bolshekhetskaya Depression reach planned production levels, the Company's total output of natural gas in the region will be 20 billion cubic meters.

International projects

Production of marketable gas in 2010 as part of international projects rose by 16.2% to 4.919 billion cubic meters. The share of natural gas was 86%, representing a decline of 6 percentage points. The Company had 91 gas production wells in international projects at the end of 2009, of which 73 were actually in use.

Most of marketable gas production outside Russia (54%) was at the Khauzak-Shady area, which was brought into production at the end of 2007 and is being developed as part of the Kandym-Khauzak-Shady project in Uzbekistan. Production of marketable gas at the Khauzak-Shady area rose by 19.2% to 2.66 billion cubic meters in 2010. Production drilling at the area continued in 2010, and one new well was commissioned giving average additional daily gas flow of 356.2 cubic meters. Intensive work is also underway in Uzbekistan on drilling of gas wells at the Adamtash field as part of the Gissar project, where four new production wells were launched with average daily flow of 59,000 cubic meters. Full-scale production of natural gas is due to start at Adamtash in 2012.

The Company's share of gas output in the Tengiz project increased by a record 112% in 2010 to 568.4 million cubic meters. Completion of a project for utilization of associated gas raised the usage rate to 99%, and routine gas flaring is no longer carried out.

Marketable gas production in 2010 at the Shakh-Deniz project in Azerbaijan, which was brought into production in December 2006, was 545 million cubic meters (Company share), which is 5.2% more than in 2009, reflecting growth of consumer demand. Agreement was reached in 2010 between Azerbaijan and Turkey on price increase for first-stage gas from Shakh-Deniz. Agreement was also reached between Azerbaijan and its partners on extension of the project PSA for a further five years.

wells 387 394 397 350 360 370 380 390 400 2008 2009 2010

Gas production wells in 2010,

Gas production wells in use in 2010, wells

Oil Refining, Gas Processing and Petrochemicals

Strategy

• Maximizing refinery throughputs
• Production of high-quality, environmentally friendly petroleum products with high value added
• Use of the latest technologies
• Control over production costs

Company results in the Refining & Marketing segment were impressive in 2010: segment net income rose by 29.7% to \$2.934 billion. The strong improvement of net income reflected recovery of demand and profitability of refining business as the world economy emerged from the financial crisis.

LUKOIL Group pursued work in 2010 to develop its oil refining business through modernization and expansion of refining capacities.

Indicator	2010	2009	Growth, %
Revenue, \$ million	99,976	77,434	29.1
EBITDA, \$ million	5,934	5,225	13.6
Net income, \$ million	2,934	2,263	29.7
Capital expenditures, \$ million	1,320	1,316	(0.3)

Main indicators for LUKOIL's Refining & Marketing business

Price and Tax Environment

Growth of the world economy led to gradual recovery in demand for petroleum products during 2010, and there was substantial price growth both domestically and on export markets. The external price environment was of greatest importance for LUKOIL since the Company sold 83% of its petroleum products outside Russia in the reporting year. Average prices for fuel oil in Europe rose by 28% (FOB Rotterdam), and prices for high-octane gasoline were 27% higher. The domestic market for petroleum products also saw price growth: boiler fuel oil was 51.3% more expensive and prices for AI-95 gasoline rose by 16.8%.

Refining of oil and petroleum products by the Company, including volumes at third-party refineries, totaled 66.29 million tonnes in 2010, of which volumes at Group refineries (including the Group's share of ISAB and TRN) were 66.18 million tonnes (5.6% more than in 2009).

LUKOIL Group has five refineries outside Russia, which reduces risks associated with a single geographical region, and gives opportunities to take advantage of more favourable tax regimes in other countries. Many European countries provide attractive tax regimes for companies with operations on their territories.

This applies particularly to the TRN Refinery in the Netherlands, where the Government has consistently lowered corporate income tax rates over the last five years despite problems in the global economy: rates have come down from 29.6% in 2006 to 25% in 2011. Also the mechanism for calculation of TRN's tax base is enshrined in a special agreement with the Dutch tax authorities. This makes TRN's tax position stable and predictable. The effective tax rate for TRN in 2010 was 21.7%.

The ISAB Refinery is one of the biggest tax payers in its region. The Italian Government has brought in a number of tax measures since 2009, which are designed to encourage fixed asset investment and reduce unemployment, and which have reduced the tax burden for the ISAB Refinery. Nevertheless the effective rate of tax paid by ISAB was 44% in 2010, which exceeds the level at other LUKOIL Group refineries. This was due to additional income tax, charged at 6.5%, and a special 16% tax on revaluation of inventories. Revenues from the latter tax are earmarked for income support to poor families, and it is levied on all companies in the Italian oil & gas sector.

Oil Refining

LUKOIL Group Refineries

Refinery	Nelson Index	Annual capacity, million tonnes per year2	Throughput in 2010, million tonnes
Perm Refinery	7.9	13.0	13.02
Volgograd Refinery	5.2	11.0	10.97
Ukhta Refinery	3.3	3.7	4.10
Nizhny Novgorod Refinery	6.3	17.0	16.93
Mini-refineries in Uray and Kogalym		0.4	0.19
Total, Russian refineries		45.1	45.21
Odessa Refinery (Ukraine)	3.9	2.8	1.45
Refinery at Ploiesti (Romania)	10.0	2.4	2.52
Refinery at Burgas (Bulgaria)	8.9	9.8	5.95
ISAB Complex	9.3	7.8	6.57
TRN Refinery	8.4	3.6	4.48
Total, foreign refineries		26.4	20.97
Total		71.5	66.18

LUKOIL Group continued rapid development of its oil refining business in 2010 through modernization and expansion of refining capacities.

The volume of refinery throughputs, including processing at third-party refineries, was 66.29 million tonnes in 2010, of which 66.18 million tonnes were refined at Group Refineries (including Company shares of refining at the ISAB and TRN complexes), representing an increase of 5.6% over 2009.

Capital expenditures by the Company on its refinery business in Russia and abroad were \$702 million in 2010 (the figure in 2009 was \$828 million).

The Group raised operating efficiency of its refineries in 2010 through measures to optimize production capacities, increase capacity load of refining units, raise energy efficiency and reliability of equipment (increasing the period in operation between overhauls), as well as to optimize personnel numbers and rotation. Financial impact from these measures was about \$208 million. The largest positive effect was at the Perm, Nizhny Novgorod, and Ukhta refineries (\$85 million).

Russian refineries

Crude oil throughput at Russian refineries in ownership of LUKOIL Group was 45.21 million tonnes in 2010, which is 1.7% more than in 2009.

The share of high-octane gasoline in total output of gasoline at Group refineries in Russia (not including mini-refineries) rose to 91.5% in 2010 (from 89.7% in 2009). Light-product yield was 48.5%, down slightly from the previous year due to reduction in the amount of light fractions in refined oil and unscheduled downtime of hydrocracking facilities at the Perm Refinery.

² Capacities of the ISAB and TRN refineries are shown as the Company share (49% and 45%, respectively).

Measures were implemented during the reporting year to reduce operating costs and raise production efficiency at Russian refineries. This enabled reduction of irretrievable losses at refineries from 0.51% to 0.47%. Average personnel numbers at Russian refineries were reduced by 2.0%. Capital expenditures at Company refineries in Russia were \$542 million in the reporting year (against \$520 million in 2009).

At the Ukhta Refinery test operation of the AT-1 distillation unit confirmed increase of light-oil refining by 10%. The rectification tube on the vacuum column of the atmospheric-vacuum distillation unit was replaced, and test operation confirmed 6% increase in production of diesel fraction from heavy crude oil supplied from the Yaregskoye field.

The new catalytic cracking complex at the Nizhny Novgorod Refinery was commissioned in 2010. The complex will increase annual output of high-octane automotive gasoline at the Refinery by 1.4 million tonnes and of diesel fuel by 400,000 tonnes, raising light product output by 12%. All of the gasoline produced will meet the standards of Euro-4 and Euro-5. The new complex raises the Nelson Complexity Index score at Nizhny Novgorod by 2.3 points. Reconstruction of the diesel hydrotreatment unit (completed in December 2009) has substantially increased output of diesel fuel that meets Euro-5 standards.

A new absorption and gas fractionation unit has been commissioned at the Refinery, which enables production of propane-butane fractions, providing inputs for the alkylation unit and for production of hydrogen in the catalytic cracking complex.

The Volgograd Refinery completed construction of a short-cycle absorption unit in 2010 to produce concentrated hydrogen for the needs of fuel hydrotreatment units. The heat exchanger on the diesel hydrotreatment units was modernized, increasing unit capacity by 8%. A production system was created for low-sulphur bunker fuel, providing supplies for development of the Company's bunkering business.

Construction of a second section of the diesel hydrotreatment unit and modernization of coke production are currently in progress at the Refinery.

The Perm Refinery continued upgrading work on existing coke production facilities in 2010. The upgrade will reduce energy needs in coke production and enable launch of a new product: a coking additive for the metallurgy industry.

New catalytic cracking complex at the Nizhny Novgorod Refinery

A new catalytic cracking complex was brought into operation at the Nizhny Novgorod refinery in 2010, and it is already producing Euro-4 gasoline. It is the largest catalytic cracking complex built in Russian for the last 25 years. Due to conversion of vacuum gas oil into light products the complex substantially increases the production of gasoline in the Central region. Project investments were \$975 million.

The new complex will increase total annual gasoline output at the Refinery from 1.8 to 3.2 million tonnes, and output of diesel fuel will be raised from 4.2 to 4.6 million tonnes. The complex can also produce 150,000 tonnes of propylene each year.

The new complex consists of five main units, as follows (figures are annual capacity):

− a vacuum gasoil hydrotreatment unit (2.5 million tonnes);

− a catalytic cracking unit (2 million tonnes) with a propylene concentration unit (150,000 tonnes of propylene),

− alkylation with blocks for isomerization of normal butanes and selective hydration of diene hydrocarbons. Alkylate capacity is 360,000 tonnes;

• − hydrogen production (40,000 tonnes);
• − elemental sulphur production (130,000 tonnes).

The complex also comprises five infrastruture facilities: a sulphur granulation and shipment shop, a boiler water preparation unit, a water circulation block, flaring equipment, and inter-unit communications.

The production chain begins from the hydrotreatment unit, which is fed with vacuum gasoil from the primary refining facilities. Nitrogen and sulphur compounds are removed from the straight-run vacuum gasoil by application of hydrogen.

The output from this process – gasoil low in sulphur compounds – is sent to the catalytic cracking unit, where it is passed through a reactor, which converts heavy hydrocarbons into lighter ones at a high temperature in the presence of a catalyst.

The main outputs from catalytic cracking are gasoline fractions (53% of total outputs, with octane number of 92 or above), and propylene and butane-butylene fractions, which are sent to the alkylation unit to produce another gasoline alkylate component, with octane number of 95, free of sulphur compounds and aromatics. Sulphur is processed in the elemental sulphur unit.

Marketable gasoline is produced in a constant flow at a blending facility, after which it is qualitytested and given a product passport, ready for delivery to customers.

An alkylation unit will be brought into operation at the Nizhny Novgorod Refinery in 2011, which will enable production of automotive gasoline to Euro-5 standards.

Aromatic content in gasoline produced on the new equipment is no higher than 35%, maximum content of sulphur in class-4 fuel is 50 mg per kg, and 10 mg per kg in class-5 fuel. This gasoline ensures 'clean exhaust', minimizing sulphur oxide and products of incomplete aromatics combustion, including the highly carcinogenic and mutagenic benzopyrene.

Foreign refineries

Refinery throughputs in 2010 at LUKOIL Group's international refineries, including the Group share of refining at the ISAB and TRN complexes, were 20.97 million tonnes, which is 14.9% more than in 2009, and met the Company's business targets based on levels of market demand. Production at Group own and third-party refineries increased by 16.9 compared to 2009 as a result of acquisition of the TRN refinery in September 2009. The production at Company Bulgarian and Ukranian refineries was lower due to performed overhauls.

Light product yield (not including ISAB and TRN) was 66.0% (up from 65.3% in 2009). Irretrievable losses at refineries outside Russia fell from 0.85% in 2009 to 0.64% in 2010.

Capital expenditures in modernization of the Group's foreign refineries were \$160 million in 2010 (\$308 million in 2009).

During the reporting year the Burgas Refinery started to operate a hydrotreatment unit for diesel and gasoline produced by catalytic cracking, enabling 100% output of diesel fuel and gasoline that meets Euro-5 standards.

The vacuum generating system for primary refining facilities at Burgas was also upgraded in 2010, which substantially improved quality of dark-product separation and improved the output balance between vacuum gasoil and boil fuel oil in favour of the former. A waste-heat boiler was installed on the primary refining unit, which will significantly reduce energy use in primary refining and create energy for refinery processes.

Design work on a heavy-residue processing complex was begun in 2010. Construction of the complex should be completed in 2015.

The Ploiesti Refinery (Romania) installed two coke chambers on the delayed coking facility in 2010 as part of a program to improve reliability, and also completed work on a system to heat buildings at the Refinery using heat generated from refining processes, which will raise energy efficiency and lower operating costs.

The Odessa Refinery completed construction of a gasoline blending facility, which will raise efficiency in production of marketable gasoline. The Refinery was stopped in the fourth quarter of 2010 due to unfavourable economic conditions in Ukraine.

The Group's share in refinery throughput at the ISAB Refining Complex (Sicily, Italy), in which the Group bought a 49% stake in 2008, was 6.57 million tonnes in 2010.

In September 2009 the Group began refining of oil at the TRN Refinery in the Netherlands after completing a transaction for acquisition of a 45% stake. The Group share in refining of oil and petroleum products at TRN was 4.48 million tonnes in 2010.

Refining margin in Russia (average refinery in European Russia without catalytic cracking), \$ per barrel.

Refinery throughputs by LUKOIL, million tonnes

80	61.76	66.48	66.29
60
40
20
0
	2008	2009	2010
At third-party refineries	5.48	3.78	0.11
At the Company's foreign refineries	12.10	18.24	20.97
At the Company's refineries in Russia	44.18	44.46	45.21
Total	61.76	66.48	66.29

Share of high-octane gasoline in total gasoline

Share of diesel fuel with sulphur content below 50 ppm in total diesel production, %1

Change in output levels of petroleum products at Company refineries in 2010 compared with 2009, %1

1 Excluding mini-refineries and the ISAB and TRN complexes.

Production of Lubricants

Lubricant production at LUKOIL Group refineries

Nizhny Novgorod Refinery		full-cycle lubricant production	235,000 tonnes
Perm Refinery		full-cycle lubricant production	433,000 tonnes
Volgograd Refinery		full-cycle lubricant production	525,000 tonnes
LLK Lubricants Romania	Ploiesti, Romania	mixing of lubricants from	29,000 tonnes
S.R.L.		ready-made components

LLK Finland Oy	Hamina, Finland	mixing of lubricants from	31,000 tonnes
		ready-made components
Tyumen branch of LLK	Bogandinsky, Tyumen	mixing of lubricants from	29,000 tonnes
International	Region	ready-made components
LLK EURASIA	Istanbul, Turkey	mixing of lubricants from	12,000 tonnes
		ready-made components
TOTAL - Mixing of lubricants			101,000 tonnes
from ready-made components
TOTAL - Full-cycle lubricant			1,193,000
production			tonnes

Production and sale of lubricants is an important part of LUKOIL Group's business. The Group is constantly improving the quality of products and expanding their range, as well as raising efficiency of the sales system and diversifying business geography.

LUKOIL Group is the leader on the Russian lubricants market, accounting for about 44% of domestic production. Lubricants are produced at Group refineries in Perm, Volgograd and Nizhny Novgorod. The Company also mixes lubricants from ready-made components (both produced by the Company and bought from third parties) at facilities in Russia, Finland, Romania and Turkey.

Group refineries produced 1.19 million tonnes of lubricants in 2010, and lubricant mixing volumes were 101,000 tonnes. Output of packaged oils was 251,000 tonnes (205,000 tonnes in 2009).

LUKOIL Group produced 230 different oils and lubricants and other non-fuel automotive chemicals at its Russian plants in 2010. They include motor and transmission oils for all types of transport, base oils (used as inputs for production of ready-to-use oils, lubricants and additives), and lubricants for industrial equipment.

The Group continued its efforts in 2010 to improve efficiency in sales of lubricants, including further development of an import substitution program. A full-time arrangement was put in place as part of the program for deliveries of lubricants to the coal mining company, OAO Kuzbassrazrezugol, enabling LLK-International to make an agreement for 2011 and remain the sole supplier to this customer. Deliveries began to OAO Metalloinvest and OAO Mechel, and agreements were reached on starting cooperation with GMK Norilsk Nickel.

Sales by the Group of automotive chemicals were systematized in 2010: LLK Engineering took 2– 3% market share and a place in the Top-10 automotive chemical brands in Russia.

LLK-NAFTAN, the joint venture between a LUKOIL company and the Naftan refinery (Belarus), met 46% of the Company's requirements for additives used in lubricant production in 2010, The JV has increased output by almost seven times, from 3,000 to 20,000 tonnes, since its creation in 2006.

The Company carries out sales of lubricants in more than 40 countries worldwide and sales geography is constantly expanding. In 2010 LUKOIL Group began lubricant sales in India, Bangladesh, Iraq, and several countries in North Africa and the Middle East.

The Company further expanded its lubricant sales in Turkey in 2010, making a contract for supplies to the service network of the automotive manufacturing group, Chelik Motors (assembly and sales of Honda, Isuzu, Kia, Lada, and Geely vehicles).

Constant expansion of the product range and improvement in the quality of Company oils and lubricants supports growth of sales volumes. Sales of LUKOIL branded lubricants were over 229,000 tonnes in 2010, which is 45% more than in 2009.

An important breakthrough in 2010 was design and application of a system for changeover of ship engines to LUKOIL NAVIGO lubricants without the need to wait for a scheduled oil change, which involves financial loss for the ship owner. The Company also cooperated with a British company, Seatec, to design and deploy a global service for technical support and analysis of LUKOIL NAVIGO lubricants. Approvals have been obtained from more than 80% of the world's ship engine manufacturers (including MAN, B&W, Sulzer, Wartsila and MAK). The Company's ship lubricants were available in 499 ports in more than 55 countries worldwide by the end of 2010.

The Company has done much work to develop customer relations in its lubricant business. LUKOIL Group was among the first companies in the industry to offer comprehensive service with full product support, from placement of client orders to delivery of the product and final disposal of used lubricants.

LUKOIL motor oils match international requirements of the Society of Automotive Engineers (SAE), the American Petroleum Institute (API), the European Automobile Manufacturers Association (ACEA) and the Russian Association of Automobile Engineers (AAE). LUKOIL oils are produced using the latest technologies and contain high-quality additives supplied by Russian and foreign producers.

High performance qualities of LUKOIL lubricants have been acknowledged by major automotive manufacturers in Russia and abroad. Company motor oils have passed tests at western certification centers on engines made by DaimlerChrysler, BMW, Volkswagen, MAN, Porsche, Volvo, Renault trucks and Cummins, and have been approved for use in these engines. A total of 40 new lubricant products were brought into production in 2010 and 144 manufacturer approvals were obtained.

Production of packaged lubricants, thousand

Gas processing

Gas-processing plants of LUKOIL Group

		Annual capacity		Processing in 2010
Gas-processing plant	Location	Gas processing, mcm per year	Processing of liquid hydrocarbon, th. tonnes	Gas processin g, mcm	Processing of liquid hydrocarbons, th. tonnes
Lokosovsky Gas processing Plant	Langepas (Western Siberia)	2,300	–	1,977	–
Permneftegazpererabotk a	Perm	560	1,000	557	684

Korobkovsky Gas processing Plant	Kotovo (Volgo grad Region)	450	161	449	76
Usinsk Gas-processing Plant	Usinsk (Komi Republic)	533	–	195	–
Total		3,843	1,161	3,178	760

Gas-processing plants of LUKOIL Group process associated gas from fields in Russia into marketable gas (fed into the Gazprom gas pipeline system) and liquid hydrocarbons.

In 2010 the Group's gas-processing plants processed 3.178 billion cubic meters of gas feedstock and 760,000 tonnes of natural gas liquids (7% and 6% more than in 2009, respectively). The increase was due to higher demand for products.

During 2010 Company plants produced 2.471 billion cubic meters of stripped gas, 846,000 tonnes of liquefied gas and 889,000 tonnes of liquid hydrocarbons (stable gas naphtha, isopentane and hexaneheptane fractions, and natural gas liquids).

Work continued in the reporting year at the Company's Usinsk Gas-processing Plant on construction of an associated gas compressor unit with annual capacity of 500 million cubic meters, and on installation of a desulphurization unit with annual capacity of 100 million cubic meters.

Work was carried out at Permneftegazpererabotka to identify pipeline sections in need of replacement, which are located adjacent to residential areas, water crossings, railways and roads. Installation work was completed on a stenching unit for propane-butane mixtures.

Work in 2010 on safety systems at the Lokosovsky Gas-processing Plant included installation of a gas discharge pipe, modernization of flaring equipment, and modernization of fire and accident systems.

No major modernization work was carried out at the Korobkovsky Gas-processing Plant. However, a long-term program of measures was designed and approved to keep the Plant in working order and ensure operating safety.

Petrochemicals

Plant	Location	Production profile
Petrochemical plants
Stavrolen	Budennovsk (Stavropol	Polyethylene and other
	Region, Russia)	products
Saratovorgsintez	Saratov (Russia)	Acrylonitrile and other
		organic synthesis products
Karpatneftekhim	Kalush (Ukraine)	Polyethylene, vinyl chloride
		and other products
Refineries with petrochemical units
LUKOIL Neftokhim	Burgas (Bulgaria)	Polymers and organic
Burgas AD		synthesis products

LUKOIL Group Petrochemical Plants

LUKOIL Group's petrochemical business is one of the biggest in Russia, CIS and Eastern Europe. Company plants in Russia, Ukraine and Bulgaria make pyrolysis and organic synthesis products, fuel fractions and polymer materials. The Company meets a major share of Russian domestic demand for various chemicals and is a major exporter of chemicals to more than 30 countries worldwide.

In accordance with its development strategy in the petrochemicals sector, the Company is steadily increasing production of chemicals with high value added (polymers, monomers and organic synthesis products) and reducing production of chemicals with low value added (secondary pyrolysis products and fuel fractions).

LUKOIL Group petrochemical plants produced 1,036,000 tonnes of petrochemicals in 2010, which is 14.9% more than in 2009. The increase was due to the launch of production at Karpatneftekhim in September 2010 as well as increase of demand for petroleum products.

Demand for petrochemical products recovered in 2010, as did prices. The sale price for polyethylene in Russia rose by 15.6%, for polypropylene by 41.7%, and for benzol by 58.4%. Prices for all three products also rose in Europe, by 25.3% for polyethylene, 37.5% for polypropylene and 37.8% for benzol.

LUKOIL Group took further measures for modernization of existing production and installation of new facilities in 2010 as part of its strategy for development in the petrochemical sector. Capital expenditures in the sector were \$76 million in 2010, which is 33% less than in 2009.

Operations were resumed in September 2010 at OOO "Karpatneftekhim" after completion of a new chlorine and caustic soda production unit with 200,000 tonnes annual capacity. Annual capacity of the new unit is 182,000 tonnes of gaseous chlorine and 200,000 tonnes of caustic soda. Completion of the project enables Karpatneftekhim to produce caustic soda, which meets international quality standards, and to fully cover the plant's own chlorine needs.

It was decided in 2010 to include a commercial project for expansion of sodium cyanide production to 18,000 tonnes per year in the investment program for OOO "Saratovorgsintez". The existing unit was inspected and changes were made to current technical documentation. Equipment delivery and assembly work is due to be carried out in 2011.

Work was completed at OOO "Stavrolen" for installation and launch of a polyethylene compounding line. The Stavrolen plant will be the site for one of the main projects scheduled by the Company in the next few years: construction of the Caspian Gas-chemical Complex. The Complex will use hydrocarbons produced by LUKOIL Group in the Caspian region. The purpose of the project is to increase value added through deeper processing of gas feedstocks (ethane and natural gas liquids). The Caspian Complex will carry out refining of ethylene and its derivatives into polyethylene, polypropylene and other petrochemical products.

Pre-project work and configuration of the Complex was completed in 2010. The first gas-processing line with 2 billion cubic meter capacity is scheduled for launch in 2015, and modernization of existing ethylene and polyethylene facilities will be completed at the same time. That will be followed in 2017 by launch of new ethylene and polyethylene capacities together with a second gas-processing line with capacity of 4 billion cubic meters.

Petrochemical production, thousand tonnes

Power Generation

	LUKOIL power generating companies

		Capacity		Output in 2010
Name	Location	Installed electric generating capacity, MW	Installed heat capacity, Gcals/hour	Electricity, million kWh	Heat, thousand Gcals
LUKOIL Volgogradenergo	Volgograd	1,225	5,109	3,286	5,762
LUKOIL Rostovenergo	Rostov-on-Don	843	4,570	2,281	4,974
LUKOIL Kubanenergo	Krasnodar	832	781	4,766	972
LUKOIL Astrakhanenergo	Astrakhan	480	1,833	2,564	2,078
Energy & Gas Romania	Ploiesti	61	452	120	795
Energy & Gas Bulgaria	Burgas	257	1,548	173	679
Energy & Gas Ukraine	Odessa	18	50	48	50
Total		3,716	14,343	13,238	15,310

The Company's new business sector, Power Generation, was created in 2008 as part of the Group's Strategic Development Program, and the sector has a special role to play in the Group's updated Strategy for 2010-2019. Power Generation sector will be an important factor for growth of cash flow and shareholder value in the long term.

The new business comprises all aspects of power generation, including delivery and marketing of electrical energy and of heat produced at power plants. The nucleus of the sector is the Russian power generating company, OAO "UGK TGK-8", which was acquired by OAO "LUKOIL" in 2008, but it also includes companies producing electricity and heat in Bulgaria, Romania, and Ukraine. The sector provides energy both for the Company's own needs (in the Exploration & Production and Refining & Marketing segments) and for external power and heat customers in the Southern Federal District of Russia.

Generation	Transport	Marketing	Service
OOO "LUKOIL Astrakhanenergo"	OOO "LUKOIL-Electric Networks"	OOO "TD-Energoservice"	OOO "LUKOIL Energo engineering"
OOO "LUKOIL Volgogradenergo"	OOO "LUKOIL-TTK"	OAO "Astrakhan Energy Supply Company"	OOO "LUKOIL-TsUR"
OOO "LUKOIL Rostovenergo"
OOO "LUKOIL Kubanenergo"
OOO "LUKOIL Ecoenergo"
International
LUKOIL Energy & Gas Bulgaria LUKOIL Energy & Gas Romania LUKOIL Energy & Gas Ukraine

Business restructuring

Reorganization of OOO "UGK-TGK-8 was completed in the reporting year. The company was renamed 'OOO "LUKOIL-Ecoenergo"' and was united with the Company's hydro-electric facilities. OOO "LUKOIL-Ecoenergo" will now focus specifically on renewable energy projects (wind power, hydroelectric and solar power).

Electricity and heat generation

Companies in LUKOIL's Power Generation sector generated about 13.2 billion kWh of power in 2010. Total supplies of heat were 15.3 million Gcal, which is 9% less than in 2009. Lower heat production in the reporting year was due to a decline in demand from consumers in the Southern Federal District.

Work continued in 2010 under the Capacity Provision Agreement, to which the Company committed during reorganization of RAO UES (the former Russian power sector monopoly). Steam turbine facilities are being built in Astrakhan Region (110 MW capacity) and Krasnodar Territory (410 MW), which should enter service in 2011. However, these two facilities, with combined capacity in excess of 500 MW are only the first stage of the Company's ongoing work for modernization of Russian energy facilities and capacity expansion in energy-deficient regions. Other projects in the Southern District in fulfilment of the Capacity Provision Agreement are now at the design stage, and the Company is committed to building 900 MW of generating capacity in total.

The Company is also working consistently to optimize production costs of its generating assets and to maintain close control of anti-crisis program implementation in terms of reduction of non-production expenses.

Small-scale generating

OAO "LUKOIL" is rapidly developing its own power generating facilities at oil & gas fields, enabling the Group to substantially reduce electricity purchases and increase the rate of associated gas use by turning it into electricity. Installed capacity of small-scale generating facilities is 0.7 GW. The Group generated 1,409 million kWh of electricity at its own facilities in 2010, representing 9.9% of total consumption in production operations.

Electricity supply arrangements have been made more secure by use of the latest technologies in investment projects for construction and reconstruction of the Company's own generating facilities. Use of new technologies also enables the Company to limit spending on its electricity needs, through improvement of energy efficiency and use of the Company's own refined products as generating fuel.

Energy-saving technologies

The Company works constantly to improve reliability of its electricity supply arrangements and to reduce spending on energy. These efforts have been coordinated through corporate programs for energy saving and improvement of reliability of power supplies.

Spending on measures as part of the program for improving reliability of electricity supplies was over \$149 million in 2010. Implementation of the program reduced power cuts and resulting underproduction of crude oil by nearly 30%. Also during the reporting year Petrotel LUKOIL S.A. brought a power and heat generating facility into test production using circulating fluidized-bed technology, in order to improve reliability and enable flexibility in power supplies.

An energy audit schedule for Group oil & gas production subsidiaries was approved during 2010. The purpose of the audit is to identify potential for energy saving and greater efficiency in use of electricity, and also to devise energy-saving measures. Energy audits were carried out in 2010 at OOO "LUKOIL-Western Siberia", OOO "LUKOIL-Perm", OOO "LUKOIL-Komi", OOO "LUKOIL-Volgogradneftepererabotka" and OOO "LUKOIL-Nizhegorodnefteorgsintez".

A generating unit that meets the latest efficiency and ecology criteria was launched and put into commercial use in 2010 by OOO "LUKOIL Energy & Gas Ukraine". Visbreaking residues from refining operations in Ukraine can now be put to commercial use as main fuel inputs to the new generating unit.

Rational use of electricity considerably reduces Group spending on purchase of energy resources. An automated system for measurement of electricity use has been installed at all Company subsidiaries. The system makes it possible to take advantage of tariffs in force at different times of the day, to increase accuracy in measurement of electricity consumption, and to purchase electrical energy and generating capacity on the wholesale market.

Renewable energy

UGK-TGK-8, renamed 'LUKOIL-Ecoenergo' at the end of 2010, now brings together all of the hydroelectric generating facilities of LUKOIL Group. The main purpose of OOO "LUKOIL-Ecoenerg" is to carry out renewable energy projects.

LUKOIL specialists are fully aware of the huge potential for resource and energy savings, which is offered by alternative sources of energy. Renewable energy projects are being considered, which would use hydro, wind, solar and geothermal energy. These activities are being pursued in partnership with international companies, which are also interested in development of renewables. In 2010 The Company signed an agreement of mutual understanding with the Italian company, ERG Renew, on cooperation in the field of renewable energy. In accordance with the agreement, the partners will consider potential for combining their renewable energy businesses in Bulgaria, Romania, Serbia and Russia. The primary focus will be on wind power projects. ERG has extensive experience in construction and operation of renewable energy facilities.

Product Deliveries and Marketing

Strategy:

• Optimizing logistics: reduction of transportation expenses
• Prompt management of trade flows
• Increasing efficiency of trading operations
• Increase of retail sales of petroleum products and of related goods and services
• Retail network optimization

Crude oil deliveries

Total crude oil supplies by the Company in 2010, including deliveries for refining at the Company's own refineries and at third-party refineries, were 114 million tonnes. Deliveries of oil to the domestic market were more efficient than most non-CIS delivery export routes, so that substantial volumes of oil were reallocated from less efficient export routes to Company refineries or to the domestic market.

Refining at facilities inside Russia remains the most efficient use of crude oil produced by LUKOIL Group. Crude oil deliveries to Group refineries in Russia were 45.21 million tonnes in 2010, which is nearly 2% more than in 2009. In order to optimize transport costs the Company resumed the practice of crude oil substitution with other companies in deliveries to refineries. Starting in May 2010 LUKOIL-Western Siberia delivered 50,000 tonnes of oil per month to refineries at Ufa, which are owned by Bashneft, and Bashneft supplied an equivalent amount of oil to the Company's Nizhny Novgorod Refinery. Total oil supplies using this arrangement were in excess of 500,000 tonnes.

Crude oil deliveries to the Group's foreign refineries and to the ISAB and TRN complexes3 were 20.97 million tonnes in 2010, which is 15% more than in 2009. The increase was due to acquisition of a stake in TRN in September 2009. LUKOIL also delivered its oil to third-party refineries outside Russia in 2010, but the volume of such deliveries was much reduced in comparison with 2009 (by 97% to 110,000 tonnes). This reduction was due to halting of deliveries to refineries in Belarus at the end of 2009, after refining in Belarus became less profitable. In the third quarter of 2010 the Company began refining of crude oil at a third party refinery in Kazakhstan.

Some 3.6 million tonnes of crude oil were sold on the domestic market in 2010, which is 22% more than in 2009. The increase was a result of reallocation of crude oil volumes which were previously refined at third party refineries in Russia and Belarus.

Crude oil exports from Russia by OAO "LUKOIL" subsidiaries (including oil acquired from other producers) were 40.59 million tonnes in 2010 (815,000 barrels per day), which is 3.4% less than in 2009. Lower exports were the result of lower output and also termination of deliveries to Belarus refineries.

Most exports of crude oil in 2010 were via the Transneft pipeline system (deliveries via the system were 78% of exports during the year), but OAO "AK "Transneft" deliveries declined by 4.3% in the reporting year to 31.59 million tonnes. The volume of export deliveries by-passing the Transneft system in 2010 was 9 million tonnes, unchanged from 2009. These deliveries were valued on the basis of actual quality of the crude oil, at a premium to the Urals price. (There is no oil quality bank in the Transneft system, so crude oil of any quality supplied through this system is sold at the price for Urals blend crude, making Urals blend the Company's main export commodity).

The Company exported 8.73 million tonnes of crude oil via its own transport terminals in 2010. Exports through the Varandey terminal in 2010 were 7.5 million tonnes, and exports through the port of Svetly were 1.2 million tonnes.

³ Including deliveries of petroleum products to the ISAB and TRN complexes.

The Company managed export deliveries in 2010 in order to make them as efficient as possible. Black Sea export deliveries, which had been scheduled for shipment via the port of Yuzhny, were redirected to a more efficient route – via the port of Primorsk.

The situation on the freight market and low tariffs for demurrage made deliveries of oil by OAO "RITEK" via the northern export route financially advantageous. A logistics system was designed and implemented on the route using LUKOIL Group's own infrastructure (direct transportation to Europe without trans-shipment onto Afromax-type tankers).

Sales of crude oil on the international market (exports and oil produced outside Russia) were 47.74 million tonnes in 2010, of which 3.18 million tonnes were sold in near-abroad countries and 44.56 million tonnes on other markets. Total sales of oil on Russian and international markets in 2010 were 51.38 million tonnes, which is 2.8% more than in 2009.

Structure of crude oil deliveries, %

*Including deliveries of petroleum products to the ISAB and TRN complexes.

Gas Deliveries

The gas segment is a new and rapidly developing business for LUKOIL Group. Expansion in the gas business is one of the Group's strategic tasks, emphasizing commercialization of gas reserves to boost Company value.

Sales of natural, associated, stripped and dry gas by the Group's Russian organizations totalled 14.087 billion cubic meters in 2010, which is 29% more than in 2009. Of this total, 10.051 billion cubic meters of gas were sold to Gazprom (including more than 8 billion cubic meters of natural gas from the Company's Nakhodkinskoye field) and 4.036 billion cubic meters of gas were sold to other consumers. Increase of sales volumes was due to higher global demand for gas and corresponding lifting of purchase volume restrictions by Gazprom. There was also an increase by three times in associated gas deliveries by OOO "LUKOIL-Western Siberia" to Purgaz, after the Severo-Gubkinskoye field reached full operating capacity (the field was launched in June 2009).

Average-weighted price of gas sales in the reporting year rose by 7.4% in comparison with 2009 to 1,238 roubles per thousand cubic meters (1,148 roubles in sales to Gazprom and 1,461 roubles in sales to end-users). The increase was due to growth of more efficient sales to end-users.

Petroleum product marketing

LUKOIL retail network (number of filling stations)

Russia	2,242
CIS	570
Baltics	214
Europe	2,309
USA	1,173
TOTAL	6,508

Petroleum product wholesale

Volume of LUKOIL Group's petroleum product wholesale business in Russia in the accounting year was 10.98 million tonnes, which is 12% more than in 2009.

Petroleum product exports decreased by 6.9% in 2010 to 25.8 million tonnes due to increase in deliveries of medium distillates to the Russian domestic market. Structure of exports remained unchanged in the reporting year, and was dominated by heating oil, diesel fuel and vacuum gas oil, which accounted for 92% of total export volumes. The Company's petroleum product export structure mainly corresponds to the structure of product exports from Russia as a whole.

Railway remained the chief means of transport for Group exports of petroleum products (over 80% of the total in 2010). The Company used the rail infrastructure for shipment of petroleum products to the Vysotsk terminal. A total 12.3 million tonnes of petroleum products were shipped through Vysotsk in the reporting year, including 3.4 million tonnes of vacuum gasoil, 3.6 million tonnes of diesel fuel and 5 million tonnes of fuel oil.

Export of petroleum products was also carried out by sea and river transport, and by pipeline (respectively 11% and 9% of export volumes) in the reporting year.

The Company continued its efforts to optimize petroleum product deliveries in 2010. Export deliveries of diesel fuel with sulphur content of 10 ppm via the port of Primorsk were increased and deliveries of vacuum gasoil were redirected from the port of Vysotsk to Baltic ports without loss of efficiency, freeing capacity at Vysotsk for shipment of fuel oil via the most efficient route. Products were also exported using new routes in 2010 including jet fuel Jet A-1 and diesel fuel delivered to Afghanistan, and bitumen to countries in West and East Africa and to Indonesia.

LUKOIL Group is rapidly developing its international petroleum product trading business, increasing both scale and international diversification. The Group's objective is this business is to achieve maximum efficiency in resource placement, including direct sales to end-users without use of intermediaries, as well as deliveries of third-party petroleum products and supplying own sales networks. Petroleum product wholesaling on international markets (including export) rose by 4.1% in 2010 to 80.04 million tonnes.

LUKOIL Group has trading offices in nine countries worldwide and makes deliveries of crude oil and petroleum products to markets in Europe, the USA and the Asia-Pacific region, as well as increasing its sales volumes in new regions (Africa, Latin America and the Middle East). The Company had trading business in 90 countries worldwide during the reporting year.

Structure of petroleum product exports, %

Structure of petroleum product sales in 2010 (own production, wholesale and retail)

Petroleum product retail

By the start of 2011 the Group's retail network extended to 27 countries, including Russia, CIS and European countries (Azerbaijan, Belarus, Belgium, Bosnia and Herzegovina, Bulgaria, Croatia, Cyprus, Czech Republic, Estonia, Finland, Georgia, Hungary, Italy, Latvia, Lithuania, Luxembourg, Macedonia, Moldova, Montenegro, Poland, Romania, Serbia, Slovakia, Turkey and Ukraine) as well as the USA. The network includes 189 storage facilities with total capacity of 2.88 million cubic meters and 6,508 filling stations (including franchises).

Retail sales of Company petroleum products through owned and leased filling stations increased by 1.8% in the reporting year compared with 2009 to a level of 14.34 million tonnes. Average daily sales per filling station (owned or leased) rose from 7.8 to 8.1 tonnes thanks to optimization of the retail network and reduction in numbers of stations with low efficiency.

Increase of retail sales mainly reflected a trend on the Russian market, where sales volumes were 13% higher than in 2009. Retail sales outside Russia declined in 2010, mainly due to restructuring of the Company's retail network in the US.

The Company continued optimization of its retail network in 2010 in order to reduce costs and increase efficiency. In Europe and the CIS the changes affected 100 filling stations (one was leased, 13 were closed down, one was sold and 85 were franchised) and three storage facilities, which were temporarily closed. In Russia the changes affected 25 filling stations (eight were leased, one was closed down, and 16 were sold) and nine storage facilities (seven were sold and two were temporarily closed). However, construction and acquisition of highly-efficient stations continued, and upgrading was carried out at existing stations. In Europe and the CIS 23 filling stations were built, 59 were acquired and 50 were upgraded. In Russia 38 filling stations were built, 26 were acquired and 45 were upgraded.

Investments in the retail sector in 2010 were \$414 million.

The Company continued to implement its program for development of a marketing and sales network for liquefied and compressed gas in 2010. Total Group sales of these products were 836,300 tonnes (of which 474,500 tonnes via the retail network), which is 12.3% more than in 2009.

The Company continued to develop its system for non-cash payment by customers at its filling stations in 2010, using the LICARD fuel card system. A total of 2,864 filling stations in Russia were capable of accepting the cards for payment at the start of 2011, of which 1,952 were LUKOIL stations. There were 673 stations using the card outside Russia, of which 530 were Company stations.

The total number of stations accepting LUKOIL fuel cards was 3,537 at the start of 2011, having increased by 56 since the start of 2010. More than 4.4 million LICARDs were in circulation as of January 1, 2011 (including more than 4.2 million inside Russia), representing an increase of 35% compared with 2009.

Total volume of fuel sales using all LICARD types was 3.65 million tonnes in 2010, of which about 3.44 million tonnes inside Russia and about 212,000 tonnes abroad.

Russia

As of January 1, 2011 LUKOIL Group's retail network in Russia consisted of 2,242 filling stations (including franchises) and 110 storage facilities with reservoir capacity of 1.11 million cubic meters. The filling stations and storage facilities are operated by 7 petroleum product supply organizations, which do business in 62 of Russia's administrative regions.

Volume of retail sales of petroleum products on the domestic market in 2010 was 7.02 million tonnes, which is 13% more than in 2009. Average daily sales per filling station in Russia rose to 10.2 tonnes.

Investments in development of the Group's Russian retail business were \$204 million in 2010.

The Company sold 16 filling stations and seven storage facilities in 2010 as part of its program for optimization of the sales network, and leased out eight filling stations, while one filling station was closed down and two storage facilities suspended operations. The Group acquired and built 64 new filling stations, and rebuilt 45. Three of total 38 filling stations newly built by the Company are in 'Olympic' format, of which two were built face-to face on opposite sides of the M-7 highway in Nizhny Novgorod Region and the third is at Utkina Zavod in Leningrad Region.

The Company continued to develop production and sales of its new-generation EKTO fuel brands in 2010. Total EKTO sales (gasoline and diesel) through the Company's Russian retail network in 2010 were 2.67 million tonnes, which is 23% more than in 2009. The share of EKTO brands in total sales of retail fuel by the Company in Russia rose to 38% from 35% in 2009 .

Total sales of EKTO gasoline in 2010 through the Company's retail network were 1.6 million tonnes, which is 23% more than in 2009, and the share of EKTO gasoline in total gasoline retail sales rose to 31% from 28% in 2009. Sales of EKTO diesel fuel at filling stations were 1.08 million tonnes, which is 24% more than in 2009. The share of EKTO diesel in total Russian retail sales of diesel fuel was almost unchanged from 2009 at 56%.

LUKOIL Group began retail sales of Euro-5 diesel fuel in 2010

During 2010 the Group began retail sales in Russia of diesel fuel that meets Euro-5 criteria. The fuel is produced at Company refining facilities in Nizhny Novgorod, Perm and Ukhta and is sold under the EKTO Diesel brand through LUKOIL filling stations. Euro-5 diesel produced by the Company had been exported in previous periods.

LUKOIL made substantial investments in new production facilities to enable changeover to Euro-5 diesel, including a hydrocracking complex at the Perm Refinery, modernization of the diesel hydrotreatment facility at the Nizhny Novgorod Refinery, and installation of a number of other units, which use the most up-to-date catalytic systems.

Euro-5 diesel has a high cetane number, which ensures best-possible combustion of the fuel mixture, reduces noise and vibration, prevents corrosion, facilitates engine ignition, and reduces fuel consumption. Euro-5 diesel also slows down engine wear and prolongs life of the exhaust system, piston units, and the fuel system.

Work continued in 2010 on development of retail sales of non-fuel products and services by LUKOIL Group's Russian petroleum product organizations (part of the Group's Refining & Marketing Strategy for the period 2010-2019). Revenue from sales of non-fuel products and services through the Group's retail network was over \$210 million in 2010 (45% of this revenue was from sales of food goods, 26% represented packaged products, and 22% was from accessories). The revenue increase reflects improvement in service quality at filling stations and expansion of the range of goods and services on offer. Development of non-fuel business is an important factor for positioning of LUKOIL Group as a customer-oriented company with international standards of service.

International

LUKOIL Group's retail network in the CIS (outside Russia), Europe, and the USA consists of 4,266 filling stations (including franchises) and 79 storage facilities with reservoir capacity of 1.77 million cubic meters.

Retail sales of petroleum products on international markets in the reporting year were 7.31 million tonnes, which is 7% less than in 2009. The decline was due to lower consumer demand resulting from shrinkage of household incomes and associated reduction of tourist and vehicle traffic, as well as falls in industrial output in a number of countries. Average daily sales per filling station in Europe and CIS countries (except Russia) were 6.5 tonnes compared with 7 tonnes in 2009. Sales per station in the USA were 7 tonnes in 2010 (withdrawal of inefficient stations gave an increase in sales volume per filling station in the USA, despite reduction of demand).

Investments for retail network development in Europe and the CIS (outside Russia) were \$210 million in 2010.

The Group brought 82 new filling stations into operation in Europe and the CIS (outside Russia) during 2010, of which 23 were newly built and 59 were acquired, and upgraded 50 filling stations.

Work continued to promote the Group's EKTO fuel brand on foreign markets in 2010 (in Lithuania, Latvia, Estonia, Ukraine, Romania, Turkey, and Moldova). Total sales of EKTO fuel (diesel and gasoline) in 2010 were 768,300 tonnes, which is 3.6 times more than in 2009.

Abroad, as in Russia, LUKOIL Group is working hard to increase profitability of its filling stations, particularly through development of retail sales of non-fuel products and services. Revenue from sales of non-fuel products and services at filling stations in Europe and the CIS were more than \$500 million in 2010. The Company plans to further increase non-fuel revenues from filling stations abroad through marketing, optimization of the product range, improvement of catering services, new service additions, work with big suppliers, other trading practices, and better standards of customer service.

Technology and Innovation

OAO "LUKOIL" counts new technology and innovation among its competitive strengths. The Company's specialists both design new technologies and work to modernize existing technologies.

The Group continued to work closely in 2010 with the Russian Corporation of Nanotechnologies (RUSNANO) on commercialization of nanotechnologies and their application in the oil & gas industry. The companies are working jointly on design and development of various projects, including creation of large-scale (multi-tonne) production of a unique nano-reagent, RITIN, which enables major improvement of oil recovery from formations, as well as development and production of permanent-magnet electric motors using highly efficient, nano-built magnets. The partners are also considering potential for testing at Group enterprises of other nanotechnologies, developed with RUSNANO's participation. These include multi-functional nano-coatings, sulphur purification units that use nano-catalyzers, and a number of other nanotechnologies.

LUKOIL Group spent more than \$120 million on research & development in 2010, substantially more than \$80 million in 2009. Institutes in the Company's R&D complex carried out project and research tasks and other work with total value of \$200 million during the year.

Exploration & production technologies

LUKOIL Group fully recognizes the vital role of technology in supporting competitiveness of the Exploration & Production segment. Most R&D work in the segment in 2010 was focused on development of geological and geophysical study techniques, improvement of reserve assessment methods (work continued on a methodology to assess hydrocarbon reserves in reservoirs with complex structure), as well as design and improvement of methods for increasing oil recovery and optimizing technological solutions used for development of new areas and accumulations. The Company is particularly keen to develop technologies that ensure environmental safety during field development, most notably in development of offshore fields.

Production of oil began in 2010 at the Yu. Korchagin field, where a system of extra-long horizontal wells (more than 5 km) is being applied. This is a unique project solution in Russia. All works at the field are being carried out on a 'zero-discharge' basis, which excludes negative environmental impacts.

In 2009 a consortium of OAO "LUKOIL" and the Norwegian company Statoil won development rights at West Qurna-2, which is one of the largest oil fields in the Republic of Iraq with recoverable reserves estimated at 14 billion barrels of oil. A preliminary development plan was prepared and agreed between the partners in 2010, specifying measures to clarify filtration-volume features of productive layers at the field and a schedule for drilling of wells in the 'early oil' stage.

Work at West-Qurna in 2011 will involve 3D seismic, drilling of two appraisal wells and the start of production drilling for early oil (four wells). Oil production at the field should begin in 2013. Target annual oil production level of 1.8 million barrels per day should be attained in 2017.

LUKOIL Group continued to make extensive use of horizontal well drilling, which offers well productivity growth of 1.5–2 times. The usage of horizontal and multi-branch horizontal wells increases the filtration area, preventing water penetration into the well. A total of 101 new horizontal wells were commissioned in 2010 with average daily flow rate of 156.6 tonnes.

Enhanced oil recovery techniques

One of the most important outcomes of the Company's technology development efforts is increasingly widespread application of methods for intensifying oil production and of enhanced oil recovery (EOR) techniques. These methods offer significant increase of recoverable reserves and oil production, enabling commercial development of high-viscosity oil, oil in low permeability reservoirs, and hard-to-recover reserves at late stages of field development. In recent years the share of oil produced at LUKOIL Group fields using various EOR techniques has been over 20% of total oil

production. The Company applies physical, chemical, hydrodynamic and heat methods to stimulate extraction.

The Group carried out 4,869 EOR operations in 2009, which is 229 less than in 2009. Additional production obtained as a result of EOR techniques was 22 million tonnes, or 25% of total oil production by the Company in Russia. Most of the additional production volume (14 million tonnes) was obtained using physical methods, primarily hydrofracturing.

The Group carried out 690 hydrofracturing operations at fields in 2010, achieving average additional oil flows of 10.8 tonnes per day. The extent and the effectiveness of hydrofracturing operations in 2010 was greater than in 2009. Hydrofracturing was applied as a method of intensifying production mainly at fields that have been in development for a long period of time and have highly depleted reserves. LUKOIL companies achieved higher levels of additional oil flow from hydrofracturing operations in 2010 than in 2009 through improvement of hydrofracturing design, selection of wells using hydrodynamic models, and tighter quality control over the materials and reagents, which were used by service companies.

Use of other EOR methods (hydrodynamic, heat, chemical methods and oil production intensification) gave 8 million tonnes of production. The Company continued to make extensive use of chemical technologies in 2010. The number of chemical EOR interventions was almost unchanged (1,351 in 2010 compared with 1,357 in 2009) and gave 1.8 million tonnes additional output.

Drilling of sidetracks at existing wells has also proved a highly-efficient form of EOR. The Company continued drilling of sidetracks in 2010, when 224 such operations were carried out (264 in 2009), giving average daily flow increase of 19.7 tonnes. The Company reduced drilling of sidetracks at Russian fields by 15.2% in 2010, but efficiency of the technique increased by 17.3%. The efficiency improvement was achieved thanks to greater accuracy in forecasting of the geological structure of reserves at locations where sidetracks were drilled. Sidetracks are mainly used to extract residual oil reserves at wells, which have been taken out of operation.

Production of high-viscosity oil

The Company is rapidly developing and applying new technologies for production of high-viscosity oils. Experience of work with high-viscosity oil extraction in Russia is concentrated in the Komi Republic, where the Group is developing the Yaregskoye and Usinskoye fields. Thermal methods are used at both fields to increase oil recovery and annual production is about 2.3 million tonnes, representing two thirds of total heavy oil production in Russia.

The Permocarbon deposit at the Usinskoye field is being developed using areal steam-heating and cyclic-steam stimulation. There has been successful work in recent years to improve efficiency of thermal applications at vertical wells (development of combined cyclic-steam stimulation (CSS) is being continued and trials have begun to increase oil flow through simultaneous injection of heat carriers and compositions for oil displacement). New thermal technologies are being introduced: steam-heat stimulation of rock formations in horizontal well systems; technology for perpendicular thermogravitational deposit draining; CCS technologies for horizontal wells, vertical wells with radial channels, and for an entire productive interval; and technologies for oil recovery by steam.

The Yaregskoye field is being developed using a thermo-shaft technology. Surface production is still at the industrial testing stage, with the objective of establishing optimal techniques for use of horizontal wells in injection and production applications. Three horizontal wells with horizontal sections of 1,000 meters were drilled in 2010 at the Lyaelskaya area of the Yaregskoye field for application of thermo-gravitational strata draining technology. Another two production wells and then five injection wells will be drilled in 2011, creating a total of five well-pairs. The area will then be tested by primary steam injection into the injection and production wells. Oil production should begin in 2012.

Industrial application of thermo-gravitational strata draining will enable development of nondraining reserves (up to 16.5 million tonnes), increasing overall output at the Yaregskoye field.

Further use was made in 2010 of assembled drive mechanisms using permanent-magnet motors for pump installations, developed and produced by LUKOIL Group. New types of cavity pumps are being used in Timan-Pechora for production of high-viscosity oil using permanent-magnet-motor drives. Work in 2011 will include testing of metal carcases for oil production equipment with various new protective coatings, including coatings obtained using gas thermal deposition and nanotechnologies.

Geological and hydrodynamic models

Oil & gas production subsidiaries of OAO "LUKOIL" were producing hydrocarbons at 355 fields in the Russian Federation during 2010. Project documents for development work at these fields identify 986 geological targets for development. Geological and hydrodynamic modelling is used for monitoring of development processes, choice of technologies, and for measuring efficiency during production of reserves. By the end of the reporting year geological and hydrodynamic models had been prepared for a total of 964 geological targets. Use of geological and hydrodynamic models allows optimal technological solutions to be put into effect during field development, tailored to peculiarities of geological structure and composition of available reserves. Modelling enables improvement of oil recovery rates and reduction of expenditures on field development. Models are widely used by the Company when drilling over fields and applying EOR methods, and are designed to cover all fields in Western Siberia, Timan-Pechora and Kaliningrad Region. Although reserves in traditional production regions have been in development for long periods of time, use of modelling has enabled the Company to keep output levels steady and in some cases to increase output. This result reflects improved quality of the models and ever greater use of such models during production drilling, as well as continued work to improve well completion technologies, and widespread use of primary and secondary drilling into productive formations.

Structure of EOR techniques used by LUKOIL Group in 2010

Hydrofracturing	Drilling of sidetracks
Other physical techniques	Chemical techniques
Hydrodinamic techniques	Heat techniques
Intensification of oil production

Shares of additional production obtained by use of various EOR techniques in 2010

Number of geologicalhydrodynamic field models

Use of chemical methods, wells

Effect from EOR in Russia (2010)

	Additional production from EOR methods, million tonnes	EOR production as a percentage of total production, %
LUKOIL Group in
Russia	22.16	24.7
Western Siberia	14.52	28.5
Timan-Pechora	3.44	16.2
Urals	3.74	29.9
Volga	0.26	8.4
Other	0.20	9.8

Refining Technologies

LUKOIL Group places much emphasis on development, modernization and construction of hightech equipment that reduces costs in refining operations and enables production of new, high-quality product types. Constant improvement of quality serves the interests of customers and protects the environment, and sale of products with a large share of value added generates additional profit for the Group.

LUKOIL Group carried out large-scale work in 2010 to modernize existing units and launch new units at Company refineries in order to increase yield of high-quality products. The highlight of such work in 2010 was launch at the Nizhny Novgorod Refinery of a catalytic cracking complex and a new absorption-gas fractionation unit.

Other improvements to refining technology in the reporting year included completion of a shortcycle absorption block for hydrogen at the Volgograd Refinery. Modernization of the heat exchanger on the diesel hydrotreatment unit was also carried out at Volgograd.

A diesel hydrotreatment unit and a unit for hydrotreatment of catalytic-cracking gasoline were brought into operation at the Burgas Refinery in Bulgaria during 2010.

LUKOIL Group is also devoting much attention to development of up-to-date production technologies for lubricants and additives, which is the responsibility of a science and technology unit within the Company. The focus is on developing and bringing to market new, high-quality products suited to modern machinery, as well as creating new technologies and blends. This work is being carried out by Company specialists in close association with scientific centers in Russia.

Work was carried out in the same sphere for development of new-generation turbine lubricant technologies. Company specialists have also developed techniques for cleansing compressor lubricants of hydrogen sulphide.

The Company worked hard in the accounting year to optimize technological processes at production units and to improve the quality of its lubricants. Steps were taken to improve yield of priority products, reduce energy consumption and raise the quality of base oils. The Company began production of 40 new lubricant types during the reporting year.

Information Technologies

LUKOIL Group applies the latest information technologies to optimize business processes in various spheres. The Group continues to develop and install automated systems for management of production and technology processes, as well as IT systems to help run Group companies. The Company is also working to improve quality of its telecommunication systems, information security, IT hardware and office equipment.

IT technologies can be of great value for enhancing the efficiency of both management and operations. The Company has expanded functionality of all software programs and applied them at an ever increasing number of Group organizations. Progressive creation and development of the Integrated Management System with SAP architecture had enabled installation of 23 modules at nearly 110 Group organizations by the end of 2010.

Work continued in 2010 to prepare for implementation of the IMS Global Solution. It will allow Company employees to work in a unified IT space, supporting proper balance and efficiency of the LUKOIL management system. In 2010 the LUKOIL Management Committee approved main documents for the management system, setting out the final form which it will take, and prepared for a pilot project.

Elements of the IMS are to be developed and applied in all spheres of Group business.

Social Responsibility

Protecting the Environment

LUKOIL Group is guided in its work by the highest standards of care for the environment and industrial safety. The Company acknowledges its responsibility to society for rational use of resources and takes account of the environmental implications of its operations.

Scheduled work continued in 2010 at LUKOIL Group to ensure industrial and environmental safety and for prevention and resolution of emergency situations. A re-certification audit of the Group's health, safety and environment management system was carried out by auditors of Bureau Veritas, who visited eight LUKOIL organizations and the Group's central headquarters. For the first time in the history of Company HSE audits, no substantial compliance failure was found. The system was once again recommended for re-certification as compliant with criteria of the ISO 14001 and OHSAS 18001 standards.

Environmental measures as part of the Group's HSE policy are carried out in the framework of the Company's medium-term Environmental Safety Program for 2009-2013 and of environmental action plans of subsidiaries, which are prepared annually. In 2010 the Company achieved steady reduction of industrial impacts on the environment and improvement of environmental indicators in its operating regions thanks to measures, which included: modernization of purification facilities; improvement of systems dealing with dangerous waste; landscaping of production zones and adjacent areas; and monitoring of the state of the environment.

Implementation of environment policy by the Company is significantly hampered by inadequacy of environmental legislation, which is subject to frequent changes and various interpretations. The Company's environmental services and subsidiaries spend much time studying changes in the law, adapting their activity to new legal requirements, and preparing proposals for improvements to current legislation.

Monitoring of environment law, rapid notification of relevant departments of subsidiaries concerning changes, and legal assistance by the Group enabled LUKOIL companies to avoid serious criticisms and claims from government environmental control and supervisory organizations during 2010.

LUKOIL companies achieved a nearly twofold reduction of foul water discharge in 2010 thanks to more efficient operation of purification equipment.

Volumes of dangerous waste held by LUKOIL companies were reduced by 56,000 tonnes in 2010. LUKOIL Group is implementing a program for utilization of associated gas to ensure compliance with Government requirements, by which at least 95% of associated gas must be utilized by 2012 (companies, which fail to meet this target, will be subject to extra environmental impact payments). Measures as part of the program enabled the Group to raise the share of associated gas, which is utilized, from 71% in 2009 to 77% in 2010. The Company also carried out work in 2010 for installation of facilities for utilization of associated gas in Kazakhstan, specifically for generation of electricity to power the Company's production operations.

Organizations in LUKOIL Group spent about \$715 million in 2010 on measures to ensure environmental safety (spending in 2009 was \$420 million).

Environmental security measures at LUKOIL companies in 2010 included: actions for rational use of water resources and prevention of water pollution; reduction of atmospheric emissions; recycling of accrued waste that contains crude oil; and non-polluting, sustainable use of land. Specific steps carried out in the reporting year were as follows:

• diagnostics and major repairs of pipelines;
• modernization and construction of facilities, which increase the rate of utilization of associated gas;
• acquisition of equipment for resolving crude oil and petroleum product leakages;

• recultivation of disturbed land and land polluted by crude oil;

• various works for monitoring of environmental components;

• construction of new and reconstruction of existing networks for water supply and water discharge;
• installation of chlorination units for decontamination of industrial and river water;
• replacement of equipment and optimization of technologies for reducing pollutant emissions;
• construction of a complex for processing of waste that contains crude oil.

Thanks to these actions, the Company succeeded in reducing the share of additional (non-standard) environmental impact payments from 22% of its total environmental impact payments in 2009 to 17.6% in 2010.

|A number of changes in Russian environmental law, which were approved at the end of 2009 and in 2010, have substantial impact on environmental security work by companies in LUKOIL Group. The changes include:

• approval by the President of Russia in December 2009 of the Climate Doctrine of the Russian Federation, which coordinates actions to ensure Russia's safe and sustainable development in the context of climate change;
• approval by the Russian Government of the Federal Target Program, 'Clean Water', for implementation in 2011–2017, and also of various rules regulating proper and sustainable use of water resources;
• approval by the Russian Ministry of Natural Resources of legal rules governing formation of waste and limits on its storage, rules for calculation of damage caused to environmental components, and other documents;
• approval of various hygiene standards and norms (for levels of pollutants in the atmosphere and soil, hygiene quality in preparation of drinking water, etc.)
• preparation by the Russian Ministry of Natural Resources of a draft Decree, 'On approval of methodological instructions for calculating indicators of associated gas burning', which details requirements of the Government Resolution №7, dated 08.01.2009, setting a 95% target for associated gas utilization by 2012;

Environmental spending, \$ million

Health and safety

LUKOIL Group continued to ensure health and safety of its employees in the reporting period in accordance with the Company's Health, Safety & Environment Policy for the 21st Century and with due respect for Russian law and the laws of countries where LUKOIL has operations.

The Company also pursued work in 2010 to implement its Program for health and safety, improvement of working conditions, and prevention and resolution of emergency situations at organizations in LUKOIL Group for 2006–2010. Spending on measures as part of the Program was about \$212 million.

Accident and injury rates improved in 2010 compared with 2009. There were 43 accidents at LUKOIL organizations during the year compared with 51 in the previous year. The number of personnel who suffered injuries declined from 60 to 49, and fatalities were down from 5 to 2.

Scheduled preventatives measures ensured that there were no incidents during 2010, which could be classed as emergencies. Safety drills and training sessions are held regularly at sea and river terminals, and at production, refining and storage sites, to ensure that the Company's special teams and equipments remain in a high state of readiness to deal with any oil or petroleum product leakages. A total of 80 drills and training sessions were held in 2010 for dealing with emergency oil and product leakages.

Personnel and Social Programs

The Company understands that social guarantees and provisions are an important factor determining productive and high-quality performance in the work place. The Company also understands that the excellent results, which LUKOIL organizations achieve in their business yearon-year, depend on the daily contributions of the many thousands of people who work at the Company. Therefore the Company takes issues of staff motivation very seriously and tries to ensure that each employee takes a personal interest in achievement of the best possible results by the Company.

Work continued in 2010 for implementation of the LUKOIL Group HR Policy, the Company's Social Code, and Functional HR Strategy. As instructed by the Company President, work was carried out in the reporting year to create a Code of Business Conduct and Ethics and Rules of Corporate Culture. A Business Ethics Commission was set up inside the Company.

Further steps were taken in 2010 for restructuring of LUKOIL Group in order to improve operating and financial efficiency. A number of structural sub-divisions were reorganized, non-core sub-divisions were transferred from the Group to external providers, and changes were made to organizational structure and overall numbers of subsidiaries in several business segments: electric power, refining, petrochemicals and gas processing. As a result the overall number of employees at LUKOIL organizations decreased by 9.4% in comparison with 2009, with the largest reduction in the exploration & production segment, where employee numbers fell by 11.8%. These steps combined with the increase in revenue contributed to much higher productivity levels in the Company in 2010: revenue rose by 42.8% and net income by 24.7% per employee.

In fulfilment of the Group's HR Policy, further improvements were made in 2010 to the system of remuneration at LUKOIL companies. Performance criteria were proposed for determining the size of annual bonuses to deputy heads of LUKOIL companies as part of efforts to optimize incentives throughout the Group. In order to ensure that payroll levels of Company employees remain competitive, the Company constantly monitors payrolls in the respective market segment in regions where the Company has presence, taking part in surveys of wage and compensation levels that are carried out by leading consulting companies.

In addition to material incentives, the Company uses moral encouragement as a way of developing personnel potential: 16 Company employees received national awards for professional excellence and for conscientious and successful work, while 550 were awarded sectoral marks of distinction for their work, and 702 employees and 33 groups of workers were presented with Company awards in 2010. The annual competition for the title of 'Best Employees and Organizations in LUKOIL Group' has become an established and popular tradition within the Company: the winners receive prizes and cash bonuses.

The Company continued implementation of social programs and measures, which are designed to attract highly qualified personnel to LUKOIL organizations and ensure that they remain Company employees. Spending in 2010 by LUKOIL organizations on social programs for employees, their families and pensioners were \$296 million. Social programs being implemented by the Company include:

• leisure and recreation provisions for employees and their families, organization of sport and fitness events;
• health care and medical treatment for Company employees, including voluntary health insurance;
• help to employees in acquiring housing;
• social support to women and families with children;
• social support to young specialists;

• non-state pension provision for employees, which has operated since 2004 on the principle of shared funding of non-state pensions by employee and employer.

By the end of 2010 a total of 39,300 Russian employees of LUKOIL Group had entered the shared funding system, and the sum of their annual contributions was about \$11 million. The Company's total contributions under non-state pension provision programs in Russia and abroad for the reporting period were over \$30 million.

The Company makes full use of social partnerships in the labour sphere in order to maintain current levels of social provision for employees, their families and pensioners. The Company is constantly expanding cooperation with trade unions, government bodies and local communities as part of these efforts.

Since 2008 OAO "LUKOIL" has been the official representative of the Russian Union of Industrialists and Entrepreneurs in the Tripartite Commission for Regulation of Social and Labour Relations, which is the most senior social partnership organization acting under the Labour Code of the Russian Federation. The Company has taken an active part in the Commission's work, making proposals for drafting of new laws and other legal acts in the labour sphere at the stage of their design by the Government.

In 2010 the Company took part in 10 sessions of the Commission, at which 74 issues were considered, and also in 34 meetings of the Commission's permanent working groups, at which 54 topical labour issues were discussed.

Training and professional study is a highly important part of HR management at OAO "LUKOIL", particularly for employees in positions of responsibility and reserve executives. OAO "LUKOIL" has a program for training of reserve executives for positions of responsibility at the parent Company and subsidiaries, and various training measures were carried out under this program in 2009-2010. Programs for development of leadership potential and management skills have been designed and are being provided at oil & gas sector institutes and other Russian and foreign higher-education establishments. The Company uses the whole spectrum of modern training aids: workshops, seminars away from the work place, special training programs, work placements abroad, training sessions, courses to gain higher qualifications, professional training days, distance learning, MBA programs, etc. In 2010 a total of 18 employees from the corporate centre and 94 employees of OAO "LUKOIL" subsidiaries benefited from additional study periods as part of MBA programs at the leading Russian oil & gas institutes – the Gubkin Russian State Oil & Gas University and the Oil & Gas Business Institute.

The Company designed and approved a General Program for Cooperation with Higher Education Institutes in 2010 to optimize personnel training work, which was carried out jointly with such institutes. Seminars were organized for personnel of LUKOIL Overseas Holding Ltd. in May 2010 as part of the Program to help familiarize Company specialists with foreign countries, where LUKOIL Group now has business: Iraq, Colombia, Venezuela, Cote d'Ivoire and Saudi Arabia. A total of 137 employees attended the seminars.

The Company continues to pay stipends and grants on a selective basis to students and young teachers at higher education institutes, with which the Group has cooperation agreements, as well as organizing visits and work experience at LUKOIL companies (at product facilities and for pre-diploma purposes) for students at such institutes.

Work continued in 2010 to set up a Corporate Study Center in Astrakhan for training of Company personnel. As required by legislation, the Centre has been registered as a non-state institution for further professional education, and has obtained a license for provision of education services.

Further steps were taken in the reporting year to develop the Company's distance learning system. At present 41 Group organizations are connected to the system, which had 61,000 registered users at the end of 2010. A total of 9,800 applications have been made to carry out studies using the system and 5,900 courses of study have been completed by Company employees. New study courses were designed in the reporting year on topical themes, and a total of 120 courses had been designed and placed in open access on the portal by the end of 2010. In July 2010 Company specialists took part in the 7th International Exhibition and Conference on e-Learning in Russia, at which the Group was awarded a special prize for support to e-learning.

The personnel exchange program between OAO "LUKOIL" and ConocoPhillips has been a important part of the process for improving professional training of Company specialists. A fifth group of 13 specialists from LUKOIL companies completed a period of work experience at ConocoPhillips at part of the program in 2010.

The Company gives priority to work with young specialists as part of the Group's comprehensive target program for cooperation with young people and young specialists in the period from 2008 to 2017. Committees of young specialists operate at Company enterprises, and their functions include support to young specialists in adjustment to new working conditions, support for acquisition and improvement of skills by young employees, and work to encourage commitment to corporate values and corporate culture. As part of its efforts to encourage fulfilment of the creative and professional potential of young employees, the Company held a fifth competition in 2010 to find the Best Young Specialist of the Year: 152 competitors took part in 17 categories, and 71 employees won awards. Results were also announced in 2010 of LUKOIL's Fuel & Energy 2009 competition, which sought the best fuel and energy R&D designs by young specialists. More than 140 entries were submitted and there were about 40 prize winners.

Sponsorship and Charity

Social and charity programs are an integral part of the Company's corporate strategy and help to ensure constructive partnership with the state, business and society. Corporate programs have a targeted character and are based on professional experience and human potential in regions where the Company operates. At the same time, the Company has come to understand the danger of creating social dependence through charity actions. LUKOIL Group therefore makes increasing use, alongside its traditional charity actions, of strategic support programs and social investments, which combine solutions to social problems with strategic interests of the Company. This approach is based on joint work between business and the non-profit and government sectors to address urgent social and economic problems in local communities.

Total spending by the Company on charity and social programs was about \$112 million in 2010.

The Company's social policy and charity activities have two principal components:

• social investments
• sponsorship and traditional charity programs

Support for children's homes and schools

Helping children is a Company priority, and underlies all of the social programs, which LUKOIL Group has built and which it pursues: charitable programs, sponsorship, sports development programs for children and young people, and cultural programs. Social investments in human capital are particularly valuable in the current environment and LUKOIL Group strives to achieve a balanced approach, providing support both to children, who by virtue of their family circumstances or health find themselves in a worse situation than their contemporaries, and to children with favourable family backgrounds by helping them to develop their natural abilities and talents.

The Company, its subsidiaries and the LUKOIL Charity Fund provide help to children in 60 Russian children's homes and boarding schools, ensuring that they remain in good health and obtain an education, which will enable them to acquire a profession and find their place in life: 52 out of 55 children who left LUKOIL-sponsored children's homes in 2010 entered higher or technical education, and three went straight into employment.

Every year the LUKOIL Charity Fund organizes summer vacations by the Black Sea for children from sponsored children's homes in Ishim, Kirov, Rostov-on-Don, Nizhny Novgorod, Kstovo, Sasykol and Perm Region as well as organizing educational trips around Russia.

The Charity Fund has also been providing special LUKOIL grants since 2006 to students who continue their studies in higher education or technical institutes after leaving children's homes. Such grants were paid to 80 young people in 2010.

Since 2008 OAO "LUKOIL" and its subsidiaries in Astrakhan Region have been working on a project, by which children from care homes and disadvantaged families are trained for work in managerial and technical capacities at LUKOIL companies. The project is motivated by a severe deficit of technical specialists, needed for new large-scale projects, which LUKOIL Group is implementing in the region. Gifted children from disadvantaged backgrounds will be prepared for work at the Company in technical and higher-education colleges: 20 such students have already been placed at Astrakhan Polytechnic-College and the Volga-Caspian Fishery and Industry Complex. The LUKOIL Charity Fund is covering costs of their tuition and living expenses, and they will be given employment at Group organizations in the region after completion of their studies.

In Nizhny Novgorod Region the Company provides assistance to the Kstovo Oil Industry Polytechnic, where students also include children who were formerly at LUKOIL care homes. The students regularly visit Group's Nizhny Novgorod Refinery to learn about its operations and to acquire practical knowledge and skills. This helps to achieve social adaptation of young people, who have had a relatively difficult start in life.

The Group gives special attention to children with special medical needs. One project, which LUKOIL has maintained over a number of years, is called 'An illustrated book for every blind child' and is part of a larger program, 'Illustrated Books for Blind Children'. Publications were supplied to specialized children's institutions in Rostov Region in 2010 as part of this project.

Education programs

Concern for the young generation and training of qualified, young specialists for the Russian oil industry are important aspects of LUKOIL Group's business. The Group carries out much work on bringing education and science closer to production. Educational programmes have a three-stage a 'school – university – enterprise' system. These programmes are being actively implemented in regions where the Group has operations.

The Company's program of assistance to higher education institutions enables them to improve their teaching resources, ensuring that the educational process is up-to-date and of a high standard. Help with acquisition of laboratory equipment is one important contribution made by the Company. The Company allocated substantial amounts for development of teaching resources and reconstruction of buildings at Russian higher-education institutions in 2008-2010, when recipients included the Gubkin State Oil & Gas University, Tyumen State Oil & Gas University, Ufa State Oil and Technical University, Ukhta State Technical University, Perm State Technical University, the Diplomatic Academy of the Russian Ministry of Foreign Affairs and the Financial University (attached to the Russian Federal Government).

Since 2000 the Company has paid grants to particularly talented students at oil industry and technical institutes in Russia. In 2010 monthly corporate grants of 2,500-3,000 roubles were paid 208 students in various Russian cities.

About 90 talented young teachers at leading Russian oil & gas institutes received grants in 2010 as part of the Company's program for support to young teachers. Grant payments as part of this program totaled \$300,000 in 2010.

Support for medical institutions

LUKOIL Group provides assistance to a number of major specialized medical research centers, including the Center for Haematology Research, and the Russian Cardiovascular Scientific and Production Complex.

The Company also supports development of the system of medical services in regions where it has operations. About 10 Russian hospitals obtained expensive equipment from the Company in 2008-2010 including Astrakhan Children's Clinical Hospital №1, Penza Region Clinical Hospital, City Children's Hospital №1 in St. Petersburg, Liman Central District Hospital and Novoburassk Central District Hospital.

Social project competitions

Social project competitions, which are held annually by OAO "LUKOIL" subsidiaries in association with the LUKOIL Charity Fund, represent a particularly efficient way of implementing programs of social importance. Holding of the competitions in regions, where the Company has operations, has become an integral part of the Company's system of corporate responsibility. The competition mechanism for allocating funds has been found to operate very well in encouraging projects and initiatives among local communities to address their specific problems and aspirations. This in turn increases the efficiency of the Company's social and charity allocations.

Social project competitions have been held in regions of the Group presence since 2002, when the first competition was organized in Perm Territory. Geography of the events has greatly increased in recent years: they are now held in 10 of Russia's administrative regions. In 2010 a social projects competition was held in Tatarstan for the first time. A total of 8,600 projects have been proposed over nine years and 1,700 projects have received funding. The total amount spent to date by LUKOIL Group on social project funding is \$10 million.

Nearly 400 projects were selected for financing in 2010 out of 1,923 applications, which were submitted for consideration in various regions. The competition budget in 2010 was about \$2 million.

Social project competitions consist of several categories: 'Environment', 'Charity' 'Culture and Art', 'Physical Culture, Sport and Tourism', and 'My Region'. A special category was added in 2010 to mark the 65th Anniversary of Victory in the Great Patriotic War (World War II).

In the years since they began, LUKOIL Group's social project competitions have proved their worth as a unique vehicle for nurturing social initiative. Independent experts agree that the competition mechanism enables funds to be allocated more efficiently. Most importantly, the system has a strong motivational element, encouraging 'grassroots' initiative by the people and organizations, who receive funding. The mechanism enables project participants to develop their potential, set themselves goals and organize their progress towards achievement of those goals, helped by the informational and financial resources, which the Company puts at their disposal.

Cultural and historical heritage

Support to culture is a traditional sphere of sponsorship and charity for Russian companies. Partnership with cultural organizations has a dual nature, combining sponsorship (financing of productions, concerts, exhibitions, etc.) with a charity element. The Company supports various types of classical art and, together with its subsidiaries, lends a hand in the revival of religious and spiritual traditions.

In 2010 LUKOIL continued its programme of support to a number of leading Russian museums. The Company provided financial support to the Tretyakov Gallery, the Museums of the Moscow Kremlin, the Pushkin Museum of Fine Art, the Russian Museum, the Central State Museum of Contemporary Russian History, the Vyatka V.M. and A.M. Vasnetsov Art Museum, and the Nizhny Novgorod State Museum of Fine Art.

OAO "LUKOIL" has a long-running association with the Tchaikovsky Symphony Orchestra, conducted by Vladimir Fedoseyev and the Perm State Theatre of Opera and Ballet. The Company has also provided financing over many years to the Kaliningrad Regional Philharmonia to finance its program, 'Bring the family to the concert hall', as well as to the Urals Academic Philharmonic Orchestra. The Company supports the Spasskaya Bashnya festival of military bands, which is held annually on Red Square in Moscow.

LUKOIL Group provides support to religious institutions that have an important place in society. The Company is helping to finance restoration and rebuilding of churches and monasteries, supports the Optina Pystyn Monastery, as well as funds purchases of auditorium equipment for Cyril and Methodius post-graduate and doctoral courses. Funding was also provided in 2010 to the Central Office of Muslims of Russia and to the Church of St.Vladimir in Sochi. Company subsidiaries take an active part in revival and development of centers of religious and spiritual life in Russia and abroad.

OOO "LUKOIL-Perm" has carried out a number of programs in recent years to support traditional crafts of ethnic groups in the Russian North. The 11th inter-regional festival of historic towns along the Kama river was held in 2010 in the town of Kudymkar with support from OOO "LUKOIL-Perm", and the Company also helps to organize the Selenitovaya Shkatulka children's arts & crafts festival in the village of Ashap (Orda District). The community of stone-engravers in Orda District is one of very few, which has kept this tradition alive in modern Russia, and has won recognition both in Russia and internationally.

Assistance to peoples of the Far North

Operations by the Company in Siberia and the Far North of Russia can have significant impact on the living conditions of small indigenous peoples, creating various social and economic problems. Areas that are being developed for extraction of oil & gas are also areas where these peoples carry out economic activities (reindeer herding, fishing and hunting), that are essential to their way of life. Resulting changes can give rise to social and economic problems. LUKOIL Group's objective is to resolve these issues by moving gradually away from charity provision to the indigenous inhabitants of these regions and towards an economic partnership with them.

In the Khanty-Mansiysk Autonomous District (Yugra), the Nenets Autonomous District, and the Komi Republic the Company has made and is implementing agreements on socio-economic development and improvements to infrastructure and dwellings on the land traditionally inhabited and exploited by indigenous groups in order to preserve and support the traditional life-styles of the Khanti, Mansi and Nenet peoples. The Company also has a cooperation agreement with the organization 'Save Yugra' and the association 'Yamal for our Children'.

Help for war veterans and the disabled

Oil workers and other veterans of the Great Patriotic War (World War II), as well as veterans of the labour front, have a special place in the Company's social programs. Every year veterans of the Great Patriotic War who live in regions where the Company has operations receive special payments and gifts from the Company to coincide with Victory Day. The Company also provides assistance to families of members of the armed forces, who have perished in more recent armed conflicts.

The Company provides financial assistance to people with disabilities, including support to help them to earn a living independently and thus to feel a part of society.

The Company realized a number of events in the year of 65th anniversary of the Great Victory. Excursions to the museums and places of military glory, recreational tours, health resort treatment and medical inspections were organized for veterans of the World War II. The Company provided support for holding the exhibitions, organizing books and medals to mark the memorable date.

Sport

Russian sport has been a beneficiary of the Company's social policy over many years. Company priorities in the sphere include promotion of health and fitness pursuits among employees and their families, development of mass sport, support for professional sports teams in Russia, for national federations and for the national Olympic Movement, as well as assistance in development of children's sport in Russia.

The Company has proved its commitment to encouraging health and fitness among its own workers and their families by organizing regular competitions in various summer and winter sports. The Company's international amateur sports competitions ('Spartakiada') are among the biggest events in Russia for popularization of fitness and mass sport among corporate employees. The first such competition was held in 2001 in Astrakhan, the second in Perm in 2003, the third in Kaliningrad in 2005, and the fourth in 2007 in Kogalym. The fifth LUKOIL Spartakiada will be held in summer 2011 in Perm. Another corporate sports competition, held in 2010, was the LUKOIL President's Cup, which was dedicated to the 65th anniversary of Victory in the Great Patriotic War, and which attracted participation by 300 sportsmen in 10 teams from LUKOIL Group operating regions.

The Company backs professional sport in Russia by its support to leading sports teams, including Moscow Spartak football team, the Zarya Kaspiya handball team (Astrakhan), Spartak water polo team (Volgograd), the Dinamo-Yantar volleyball team (Kaliningrad), Dinamo ice-hockey team (Moscow), and Torpedo ice-hockey team (Nizhny Novgorod).

For many years the Company has been general sponsor of the national ski-racing team and partner of the Russian Ski-Racing Federation. OAO "LUKOIL" assists both in training of the national team and development of amateur ski sport in Russia. As part of its support to the Russian Olympic Movement the Company is cooperating with the Russian Olympic Support Foundation, which provides targeted support to sportsmen and women in Russian national teams practising Olympic sports.

LUKOIL Group also plays a major role in development of sport among children and young people. The Group has provided support since 2001 for one of Russia's biggest sports organizations, the Children's Football League. About 3,000 teams and 5,000 young footballers from all over Russia take part in League competitions each year. Since 2002 the Children's Football League has held an annual tournament under the title, 'LUKOIL International Children's League of Champions'. A special children's football competition was organized in 2010 jointly with sports clubs and organizations that are supported by the Company to celebrate the 65th anniversary of Victory in 1945.

In addition to its support for sports teams, LUKOIL Group also views sport as a way of testing the Company's own products to the limits. The successes and victories of LUKOIL Racing Team, which is the strongest car racing team in Russia, continue to prove the efficiency of the Company's fuels and lubricants.

Blood donation

In 2010 OAO "LUKOIL" invited its employees to volunteer as blood donors and organized sessions for that purpose at company premises.

The first such action was carried out in April 2010, and 152 Company employees took part. A second action was carried out in December 2010 at the Company's central office, and was attended by 280 employees. The total amount collected was 170 liters, which was used to help patients of the Haematology Center of the Russian Academy of Medical Science. The action helps to address a pressing social problem, strengthens corporate culture and facilitates cohesion among the Company workers.

The Company plans to hold more such actions in the future.

The LUKOIL Museum

The Company's museum network consists of OAO "LUKOIL" Corporate Museum created in 2005 and more than 20 museums in Group organizations in various regions of Russia, and also in Ukraine, Bulgaria and Romania.

More than 15 travelling exhibitions were held in 2010 including 'LUKOIL in Africa', '80 years of the Gubkin Oil & Gas University', 'LUKOIL Charity Actions', '65 Years since Victory', 'We were young too', and 'Five years of LLK-International'. The exhibitions were displayed at the Company's central office and elsewhere. A stand presenting LUKOIL's history and current business was also presented at the European Business Summit in Brussels.

A LUKOIL section was included in the exhibition, 'From Soviet Electrification to 21st Century Innovation', which was held at the Central State Museum of Contemporary Russian History.

The LUKOIL Museum holds regular sessions with students of the Gubkin Oil & Gas University to study the history of the Russian oil industry.

Information on the amount of each type of energy resource used by OAO "LUKOIL" in 2010 in physical and monetary units

Thermal energy	11,956.3	Gcal	13,146,184	RUB
Electricity	16,872,891	kWh	65,310,136	RUB
Water	57,299	m3	2,810,000	RUB
Gasoline	302,941.11	litres	7,343,978	RUB
Diesel fuel	25,875.21	litres	512,426	RUB

Board of Directors and Management Committee

Board of Directors of OAO "LUKOIL"

Valery Isaakovich Grayfer

Chairman of the Board of Directors of OAO "LUKOIL"

Chairman of the Board of Directors of OAO RITEK Born: 1929

Graduated from the I.M. Gubkin Moscow Oil Institute in 1952. Candidate of Technical Sciences (PhD). Recipient of six orders, four medals, and a Certificate of Honour of the Supreme Soviet of the Tatar ASSR. Awarded a Certificate of Honour of the Russian Federation President in 2009. 1985: USSR Deputy Minister of Oil Industry in charge of the Chief Tyumen Production Division for the oil and gas industry. From 1992 to 12 January 2010: General Director of OAO RITEK. Since 2010: Chairman of the Board of Directors of OAO RITEK. Since 2000: Chairman of the Board of Directors of OAO "LUKOIL". Professor of the I.M. Gubkin Russian State Oil and Gas University, Lenin Prize winner and the Government of the Russian Federation Prize winner.

Elected to the LUKOIL Board of Directors since 1996.

Vagit Yusufovich Alekperov

President of OAO "LUKOIL"

Member of the Board of Directors of OAO "LUKOIL"

Chairman of the Management Committee of OAO "LUKOIL"

Born: 1950

Graduated from the M. Azizbekov Azerbaijan Oil and Chemistry Institute in 1974. Doctor of Economics. Full member of the Russian Academy of Natural Sciences. Recipient of four orders and eight medals, and a Certificate of Gratitude from the Russian Federation President. Two times winner of the RF Government Prize. Employed since 1968; worked at oil fields in Azerbaijan and Western Siberia. 1987-1990: General Director of the Production Association Kogalymneftegaz of Glavtyumenneftegaz of the USSR Ministry of Oil and Gas. 1990–1991: Deputy Minister; First Deputy Minister of the USSR Ministry of Oil and Gas. 1992-1993: President of the Oil Concern Langepasuraikogalymneft. 1993–2000: Chairman of the Board of Directors of OAO "LUKOIL". Since 1993: President of OAO "LUKOIL".

Elected to the LUKOIL Board of Directors since 1993.

Igor Vyacheslavovich Belikov

Independent member of the Board of Directors of OAO "LUKOIL"*

Director of the Russian Institute of Directors

Member of the Human Resources and Compensation Committee of the Board of Directors

of OAO "LUKOIL"

Born: 1956

Graduated from Voronezh State University in 1980 and a post-graduate course at African Studies Institute under the USSR Academy of Science, with PhD in Modern History. Secondment at London University. Diploma in Banking and Insurance from the Institute of Professional Skills Improvement and New Qualifications at Academy of Finance under the Government of the Russian Federation; Auditor Certificate (general audit), a corporate governance certificate from Schulich School of Business, York University (Toronto, Canada, 2002) and an International Faculty Workshop certificate on corporate governance from the Global Corporate Governance Forum (Washington, D.C., USA, 2008, Canada).

Since 2002: Director of the Russian Institute of Directors. Co-author of the Russian Corporate Governance Code (2002) and of the First National Report on Corporate Governance in Russia (2004). 2002-2004: Member of the Expert Council of the Federal Commission on Securities Market; 2003-2004: Executive Secretary of the National Council for Corporate Governance. Since 2004: Member of the Corporate Governance Expert Board of the Federal Financial Markets Service, Deputy Chairman of the College of the Professional Community of Corporate Directors, member of the International Corporate Governance Network (ICGN). 2003-2006: Expert of the Intergovernmental Group of Experts on International Standards of Accounting and Reporting (UNCTAD, Geneva).

Elected to the LUKOIL Board of Directors since 2008 (except from June 2009 to June 2010).

Victor Vladimirovich Blazheev

Independent member of the Board of Directors of OAO "LUKOIL"*

Rector of the O.E. Kutafin Moscow State Academy of Law

Member of the Audit Committee of the Board of Directors of OAO "LUKOIL"

Born: 1961

Graduated from the evening department of the All-Union Extra-Mural Law Institute (AELI) in 1987; completed a post-graduate program at AELI/Moscow Law Institute in the department of civil litigation in 1990. Since 1994 Dr. Blazheev has been engaged in educational (as a lecturer) and administrative activities occupying various positions at Moscow State Academy of Law (MSAL). 1999-2001: Dean of the full-time day department of MSAL. 2001-2002: Vice-Rector of MSAL in charge of academic agenda. 2002 –2007: First Vice-Rector of MSAL in charge of academic agenda. Since 2007: Rector of the O.E. Kutafin Moscow State Academy of Law.

Elected to the LUKOIL Board of Directors since 2009.

* In accordance with the Corporate Governance Code recommended for application by FCSM Resolution No. 421/r of 04 April 2002

Donald Evert Wallette, Jr.

Independent member of the Board of Directors of OAO "LUKOIL"*

President of Asia Pacific Region, ConocoPhillips Member of the Strategy and Investment Committee of the Board of Directors of OAO

"LUKOIL"

Born: 1958

Graduated from University of Southern California in 1981, BA in Chemical Engineering. 2002- 2005: Manager, production assurance and optimization, ConocoPhillips. 2005-2006: Vice-President, Shtokman Project, ConocoPhillips Russia/Caspian region. December 2006 – August 2010: President of ConocoPhillips Russia/Caspian Region. Since September 2010: President of Asia Pacific Region, ConocoPhillips

Elected to the LUKOIL Board of Directors since 2007.

Herman Oskarovich Gref

Independent member of the Board of Directors of OAO "LUKOIL"*

President, Chairman of the Executive Board of the Savings Bank of the Russian

Federation (SBERBANK)

Chairman of the Audit Committee of the Board of Directors of OAO "LUKOIL"

Born: 1964

Graduated from Omsk State University in 1990, completed a post-graduate program at St. Petersburg State University in 1993. 1998 – 2000: First Deputy Minister of the Ministry of Property Relations of the Russian Federation. 2000 – 2007: Minister of Economic Development and Trade of the Russian Federation. Since 2007: President, Chairman of the Executive Board of the Savings Bank of the Russian Federation (SBERBANK).

Elected to the LUKOIL Board of Directors since 2009.

Igor Sergeevich Ivanov

Independent member of the Board of Directors of OAO "LUKOIL"*

Professor of the Moscow State Institute of International Relations

Chairman of the Strategy and Investment Committee of the Board of Directors of OAO

"LUKOIL"

Born: 1945

Graduated from the Maurice Thorez Moscow State Institute of Foreign Languages in 1969. Doctor of History. Professor. Recipient of Russian and foreign orders and medals. 1993-1998: First Deputy Minister of Foreign Affairs of the Russian Federation. 1998-2004: Minister of

* In accordance with the Corporate Governance Code recommended for application by FCSM Resolution No. 421/r of 04 April 2002

Foreign Affairs of the Russian Federation. 2004 – 2007: Secretary of the Security Council of the Russian Federation.

Elected to the LUKOIL Board of Directors since 2009.

Ravil Ulfatovich Maganov

Member of the Board of Directors of OAO "LUKOIL"

Member of the Management Committee of OAO "LUKOIL"

First Executive Vice-President of OAO "LUKOIL" (Exploration and Production)

Member of the Strategy and Investment Committee of the Board of Directors of OAO

"LUKOIL"

Born: 1954

Graduated from the I.M. Gubkin Moscow Institute of the Petrochemical and Gas Industry in 1977. Distinguished Oil and Gas Specialist of the Russian Federation. Recipient of three orders and three medals. Three times winner of the RF Government Prize in Science and Engineering. 1988–1993: Chief Engineer, Deputy General Director, General Director of PO Langepasneftegaz. 1993–1994: Vice-President of OAO "LUKOIL". 1994-2006: First Vice-President of OAO "LUKOIL". Since 2006: First Executive Vice-President of OAO "LUKOIL".

Elected to the LUKOIL Board of Directors since 1993.

Sergei Anatolievich Mikhailov

Member of the Board of Directors of OAO "LUKOIL"*

General Director of ZAO Gruppa Konsalting [Consulting Group]

Member of the Audit Committee of the Board of Directors of OAO "LUKOIL"

Member of the Human Resources and Compensation Committee of the Board of Directors

of OAO "LUKOIL"

Born: 1957

Graduated from the F.E. Dzerzhinsky Military Academy in 1979, Moscow Aviation Institute (Refresher Training Course) in 1981, the Plekhanov Russian Economics Academy in 1998. Candidate of Technical Sciences (PhD), Doctor of Economics, professor. Recipient of four medals. 1974–1992: service in the armed forces. 1992-1996: head of department, Deputy Chairman of the Russian Federal Property Fund. 1996–1997: head of the department of restructuring and investment of the Ministry of Industry of the Russian Federation.

1997-2003: General Director of ZAO Upravlyayushchaya Kompaniya Menedzhment-Tsentr [Management-Centre asset management company]. 2001 – 28 February 2011: General Director

* In accordance with the Corporate Governance Code recommended for application by FCSM Resolution No. 421/r of 04 April 2002

of OOO Menedzhment-Konsalting [Management Consulting limited liability company]. Since 2002: General Director of ZAO Gruppa Konsalting [Consulting Group].

Since 2004: Chairman of the Board of Directors of OOO Upravlyayushchaya Kompaniya Kapital Paevye Investitsionnye Fondy [Kapital Unit Investment Funds (Management Company)] and a member of the Board of Directors of ZAO Russkaya Mediagruppa [Russian Mediagroup], of OAO Fubolny Klub Spartak-Moskva [Spartak-Moscow Football Club] and of OAO Kommerchesky Bank Petrocommerce [Petrocommerce Commercial Bank].

Since 2005: Member of the Board of Directors of ZAO IFD Kapital, OAO Editorial Board of Izvestia. 2008-2009: Chairman of the Board of Directors of ZAO Investitsionnaya Gruppa Kapital [Kapital Investment Group]. Since 2008: Member of the Board of Directors of OOO Upravlyayushchaya Kompaniya Kapital [Kapital Management Company], Chairman of the Board of Directors of ZAO Kapital Upravlenie aktivami [Kapital Asset Management]. Since 2010: Chairman of the Board of Directors of ZAO Gruppa Kapital Upravlenie aktivami [Kapital Group Asset Management], since 2011: Deputy General Director of OOO Upravlyayushchaya Kompaniya Kapital [Kapital Management Company].

Elected to the LUKOIL Board of Directors since 2003.

Mark Mobius

Independent member of the Board of Directors of OAO "LUKOIL" *

Executive Chairman, Templeton Emerging Markets Group

Member of the Strategy and Investment Committee of the Board of Directors of OAO

"LUKOIL"

Born: 1936

Graduated from the Massachusetts Institute of Technology (1964). Dr. Mobius earned a Ph.D. in economics and political science from the Massachusetts Institute of Technology, as well as Bachelor's and Master's degrees from Boston University. Executive Chairman of Templeton Asset Management Ltd till August 2010, since August 2010: Executive Chairman, Templeton Emerging Markets Group. Joined Franklin Templeton Investments in 1987.

Elected to the LUKOIL Board of Directors in 2002-2004 and since June 2010.

Alexander Nikolaevich Shokhin

Independent member of the Board of Directors of OAO "LUKOIL"*

President of the Russian Union of Industrialists and Entrepreneurs

President of the State University – Higher School of Economics

Chairman of the Human Resources and Compensation Committee of OAO "LUKOIL"

* In accordance with the Corporate Governance Code recommended for application by FCSM Resolution No. 421/r of 04 April 2002

Born: 1951

Graduated from the Economics Department of the Lomonosov Moscow State University in 1974. Doctor of Economics, professor. Recipient of the Order 'For Merits before the Fatherland', 4th Degree and a medal of Russian Security Council for 'Services to national security'. Employed since 1969. 1991–1994: Deputy Chairman of the Government of the Russian Federation, Minister of Economy of the Russian Federation, Minister of Labor and Employment of the Russian Federation. 1994–2002: Deputy of the State Duma (Parliament) of the Russian Federation of three convocations. 1996–1997: First Deputy Chairman of the State Duma of the Russian Federation, 1997 – 1998: Chairman of 'Our Home is Russia' Duma faction. 1998: Deputy Chairman of the Government of the Russian Federation. 2002–2006: Chairman of the Supervisory Board of Renaissance Capital Group. 2005–2009: member of the Public Chamber of the Russian Federation. Since 2005: President of the Russian Union of Industrialists and Entrepreneurs. Member of the Business Competition and Enterprenership Board under the Chairman of the Government of the Russian Federation, Member of the Governmental Commissions: for administrative reform, legislature and investment projects of national, regional and inter-regional importance, for high-tech and innovations.

Elected to the LUKOIL Board of Directors since 2005.

Management Committee of OAO "LUKOIL"

Vagit Yusufovich Alekperov

President of OAO "LUKOIL"

Member of the Board of Directors of OAO "LUKOIL"

Chairman of the Management Committee of OAO "LUKOIL"

Born: 1950

Graduated from the M. Azizbekov Azerbaijan Oil and Chemistry Institute in 1974. Doctor of Economics. Full member of the Russian Academy of Natural Sciences. Recipient of four orders and eight medals, and a Certificate of Gratitude from the Russian Federation President. Two times winner of the RF Government Prize. Employed since 1968; worked at oil fields in Azerbaijan and Western Siberia. 1987-1990: General Director of the Production Association Kogalymneftegaz of Glavtyumenneftegaz of the USSR Ministry of Oil and Gas. 1990–1991: Deputy Minister; First Deputy Minister of the USSR Ministry of Oil and Gas. 1992-1993: President of the Oil Concern Langepasuraikogalymneft. 1993–2000: Chairman of the Board of Directors of OAO "LUKOIL". Since 1993: President of OAO "LUKOIL".

Anatoly Alexandrovich Barkov

Member of the Management Committee of OAO "LUKOIL"

Vice-President, Head of the Main Division for General Affairs, Corporate Security and

Communications of OAO "LUKOIL"

Born: 1948

Graduated from Ufa Oil Institute in 1992. Candidate of Economics (PhD). Distinguished Oil and Gas Specialist of the Russian Federation. Recipient of an order and ten medals. 1987–1992: Director of the Central Headquarters of Production Services, Director of the Oil and Gas Production Department, Chief Engineer of PO Kogalymneftegaz. 1992–1993: Executive Director, Director of the Foreign Projects Department of the Oil Concern Langepasuraikogalmneft. Since 1993: Vice-President of OAO "LUKOIL", Head of the Main Division for General Affairs, Corporate Security and Communications.

Vadim Nikolaevich Vorobyov

Member of the Management Committee of OAO "LUKOIL"

Vice-President, Head of the Main Division of Coordination of Petroleum Product Marketing and Distribution of OAO "LUKOIL"

Born 1961

Graduated from the N.I. Lobachevsky Gorky State University (1983) and the N.I. Lobachevsky Nizhni Novgorod State University (1998). Candidate of Economics (PhD). Recipient of a Medal of the Order "For Merits before the Fatherland", 2nd Degree. 1981-1992: elected to local youth and party bodies. 1992-1998: in management positions at Nizhni Novgorod insurance and banking institutions. 1998-2002: Vice-President, President OAO Oil Company NORSI-OIL. From 2002 to 2005, General Director of OAO "LUKOIL-Volganefteprodukt". 2005-2009: Vice-President of OAO "LUKOIL", Head of the Main Division of Coordination of Petroleum Product Marketing and Distribution in Russia. Since 2009: Vice-President, Head of the Main Division of Coordination of Petroleum Product Marketing and Distribution of OAO "LUKOIL".

Sergei Petrovich Kukura

Member of the Management Committee of OAO "LUKOIL"

First Vice-President of OAO "LUKOIL" (Economics and Finance)

Born: 1953

Graduated from Ivano-Frankovsk Oil and Gas Institute in 1979. Doctor of Economics. Distinguished Economist of the Russian Federation. Recipient of an order and five medals. 1992– 1993: Vice-President of the Oil Concern Langepasuraikogalymneft. Since 1993: First Vice-President of OAO "LUKOIL".

Ravil Ulfatovich Maganov

Member of the Board of Directors of OAO "LUKOIL"

Member of the Management Committee of OAO "LUKOIL"

First Executive Vice-President of OAO "LUKOIL" (Exploration and Production)

Member of the Strategy and Investment Committee of the Board of Directors of OAO

"LUKOIL"

Born: 1954

Graduated from the I.M. Gubkin Moscow Institute of the Petrochemical and Gas Industry in 1977. Distinguished Oil and Gas Specialist of the Russian Federation. Recipient of three orders and three medals. Three times winner of the RF Government Prize in Science and Engineering. 1988–1993: Chief Engineer, Deputy General Director, General Director of PO Langepasneftegaz. 1993–1994: Vice-President of OAO "LUKOIL". 1994-2006: First Vice-President of OAO "LUKOIL". Since 2006: First Executive Vice-President of OAO "LUKOIL".

Ivan Alexeevich Maslyaev

Member of the Management Committee of OAO "LUKOIL"

Head of the Main Division of Legal Support of OAO "LUKOIL"

Born: 1958

Graduated from the Lomonosov Moscow State University in 1980. Candidate of Legal Sciences (PhD). Distinguished Lawyer of the Russian Federation. Recipient of three medals. 1992–1993: Head of the Legal Department of the Oil Concern Langepasuraikogalymneft; 1994–1999: Head of the Legal Division of OAO "LUKOIL", since 2000: Head of the Main Division of Legal Support of OAO "LUKOIL".

Alexander Kuzmich Matytsyn

Member of the Management Committee of OAO "LUKOIL"

Vice-President of OAO "LUKOIL" – Head of the Main Division of Treasury and Corporate Finance

Born: 1961

Graduated from the Lomonosov Moscow State University in 1984. Candidate of Economics (PhD). Master of Business Administration (Bristol University, 1997). Recipient of a Medal of the Order "For Merits before the Fatherland", 2nd Degree. 1994-1997: Director, General Director of KPMG, international auditors. Since 1997: Vice-President – Head of the Main Division of Treasury and Corporate Finance of OAO "LUKOIL".

Anatoly Alexeevich Moskalenko

Member of the Management Committee of OAO "LUKOIL"

Head of the Main Division of Human Resources of OAO "LUKOIL"

Born: 1959

Graduated from the Supreme Soviet of the RSFSR Moscow Higher Combined Arms Academy in 1980, Military Diplomatic Academy in 1987, Russian Academy of Government Service under the President of the Russian Federation in 2005. Candidate of Economics (PhD). Recipient of five orders and twenty medals. 1976-2001: service in the armed forces. 2001–2003: Head of the Human Resources Division, Head of the Human Resources Department of OAO "LUKOIL". Since 2003: Head of the Main Division of Human Resources of OAO "LUKOIL".

Vladimir Vitalievich Mulyak

Member of the Management Committee of OAO "LUKOIL"

Vice-President – Head of the Main Division of Oil and Gas Production and Infrastructure

Born: 1955

Graduated from the I.M. Gubkin Moscow Institute of the Petrochemical and Gas Industry in 1977. Candidate of Geological and Mineral Sciences (PhD). Recipient of a Medal of the Order "For Merits before the Fatherland", 2nd Degree. 1990 -1996: Chief Engineer, Director of Oil and Gas Production Department of Lasyeganneft of AOOT LUKoil-Langepasneftegaz. 1996-2001: First Deputy General Director for production, General Director of PO Belorusneft. 2001: First Vice-President for production of OAO NK KomiTEK. 2002-2007: Chief Engineer – First Deputy General Director, General Director of OOO LUKOIL-Komi. Since 2007: Vice-President – Head of the Main Division of Oil and Gas Production and Infrastructure of OAO "LUKOIL".

Vladimir Ivanovich Nekrasov

Member of the Management Committee of OAO "LUKOIL"

First Vice-President of OAO "LUKOIL" (Refining, Marketing and Distribution)

Born: 1957

Graduated from Tyumen Industrial Institute in 1978. Candidate of Technical Sciences (PhD), full member of the Academy of Mining Sciences. Recipient of an order and three medals. RF Government Prize Winner. 1992–1999: Chief Engineer, General Director of TPP Kogalymneftegaz of OOO LUKOIL-Western Siberia. 1999 - 2005: Vice-President of OAO "LUKOIL", General Director of OOO LUKOIL-Western Siberia. Since 2005 - First Vice-President of OAO "LUKOIL".

Valery Sergeevich Subbotin

Member of the Management Committee of OAO "LUKOIL"

Vice-President, Head of the Main Division of Sales and Supplies of OAO "LUKOIL"

Born: 1974

Graduated from Tyumen State University in 1996. 1998-2003: AO LUKOIL-Prague, AO LUKOIL-Bulgaria, Moscow representation of LITASCO. 2003 – 2005: First Deputy Head of the Office of the Board of Directors of OAO "LUKOIL". 2005-2007: First Deputy Head of the Main Division of Sales and Supplies of OAO "LUKOIL". Since 2007: Vice-President of OAO "LUKOIL", Head of the Main Division of Sales and Supplies.

Gennady Stanislavovich Fedotov

Member of the Management Committee of OAO "LUKOIL"

Vice-President, Head of the Main Division of Economics and Planning of OAO "LUKOIL"

Born 1970

Graduated from Moscow Institute of Physics and Technology in 1993. 1994-2002: employed by Halliburton and Shell. 2002-2007: Head of Division, Deputy Head, Head of the Main Division of Corporate Budget Planning and Investments of OAO "LUKOIL". Since 2007: Vice-President, Head of the Main Division of Economics and Planning.

Leonid Arnoldovich Fedun

Member of the Management Committee of OAO "LUKOIL"

Vice-President of OAO "LUKOIL", Head of the Main Division of Strategic Development and Investment Analysis

Born: 1956

Graduated from the M.I. Nedelin Higher Military Command School in Rostov in 1977. Candidate of Philosophical Sciences (PhD). Recipient of an order and seven medals. 1993–1994: General Director of AO LUKoil-Consulting. Since 1994: Vice-President, Head of the Main Division of Strategic Development and Investment Analysis.

Evgeny Leonidovich Khavkin

Member of the Management Committee of OAO "LUKOIL"

Secretary of the Board of Directors, Head of the Office of the Board of Directors of OAO

"LUKOIL"

Born: 1964

Graduated from Moscow Institute of Economics, Management and Law in 2003. Recipient of two medals. Since 1988: employed at entities in Western Siberia. 1997–2003: Deputy Head, First Deputy Head of the Office of the Board of Directors of OAO "LUKOIL". Since 2003: Secretary of the Board of Directors, Head of the Office of the Board of Directors of OAO "LUKOIL".

Lyubov Nikolaevna Khoba

Member of the Management Committee of OAO "LUKOIL"

Chief Accountant of OAO "LUKOIL" (until 25.08.2009 inclusive)

Born: 1957

Graduated from Sverdlovsk Institute of the National Economy in 1992. Candidate of Economics (PhD). Distinguished Economist of the Russian Federation. Recipient of an order and two medals. 1991–1993: Chief Accountant of PO Kogalymneftegaz. 1993–2000: Chief Accountant of OAO "LUKOIL". 2000–2003: Vice-President of OAO "LUKOIL", Head of the Main Division of Financial Accounting. 2003–2004: Chief Accountant, Vice-President of OAO "LUKOIL". Since 2004 until 25.08.2009 inclusive: Chief Accountant of OAO "LUKOIL".

Committees of the Board of Directors

Strategy and Investment Committee

The purpose of this Committee is to draft and present recommendations to the Board of Directors on:

• long-term strategic development goals,
• the analysis of strategic development concepts, programs and plans,
• the amount of dividends and the dividend payment procedure,
• the distribution of profit and losses for the financial year.

From 24 June 2010 the Committee consists of Igor Ivanov (Chairman), Don Wallette, Jr., Ravil Maganov and Mark Mobius.

Audit Committee

The purpose of this Committee is to draft and present recommendations to the Board of Directors on:

• the professional skills and quality of services provided by the auditors and their compliance with auditor independence requirements,
• the selection and performance evaluation of the auditors.

From 24 June 2010 the Committee consists of Herman Gref (Chairman), Victor Blazheev and Sergei Mikhailov.

HR and Compensation Committee

The purpose of this Committee is to draft and present recommendations to the Board of Directors on:

• HR policies and procedures,
• executive selection policies and standards in order to attract and retain talent of the highest quality.

From 24 June 2010 the Committee consists of Alexander Shokhin (Chairman), Igor Belikov and Sergei Mikhailov.

Shares of members of the Board of Directors and Management Committee in the Company's Charter Capital as at 31 December 2010

Members of the Board of Directors and	Share in charter
Management Committee	capital, %*
V.Yu. Alekperov	1.88
I.V. Belikov	-
V.V. Blazheev	-
D.E. Wallette	-
V.I. Grayfer	0.007
H.O. Gref	-
I.S. Ivanov	-
R.U. Maganov	0.37
S.A. Mikhailov	0,04
M. Mobius	-
A.N. Shokhin	-
A.A. Barkov	0.07
V.N. Vorobyov	0.006
S.P. Kukura	0.39
I.A. Maslyaev	0.02
A.K. Matytsyn	0.30
A.A. Moskalenko	0.01
V.V. Mulyak	0.01
V.I. Nekrasov	0.04
V.S. Subbotin	0.005
G.S. Fedotov	0.001
L.A. Fedun	1.17
E.L. Khavkin	0.01
L.N. Khoba	0.34

* Share stakes of Board and Management Committee members are shown in accordance with the requirements of Russian law for disclosure of such information, and include shares held on accounts of the said individuals as well as shares held on accounts of nominee investors in the formers' name.

Information on transactions with OAO "LUKOIL" shares performed by Board and Management Committee members during 2010

Full Name	Number of shares	Type of transaction
			transaction
S.A. Mikhailov	25,605	sale	10.02.2010
S.A. Mikhailov	19,205	purchase	12.02.2010
S.A. Mikhailov	64,395	purchase	04.06.2010
S.A. Mikhailov	70,270	sale	16.06.2010
S.A. Mikhailov	33,905	sale	15.10.2010

Information on funds paid to Board and Management Committee members in 2010

In accordance with the Charter of OAO "LUKOIL", remuneration for performing the duties of members of the Board of Directors during their tenure and/or reimbursement of related expenses may be paid to members of the Board of Directors by decision of the General Shareholders Meeting. The specific amounts of remuneration and reimbursement are established by decision of the General Shareholders Meeting.

The Annual General Shareholders Meeting held on 24 June 2010 passed a decision to pay members of the Board of Directors of OAO "LUKOIL" elected in 2009 remuneration in the amounts established by the decision of the General Shareholders Meeting of 26 June 2008 (Minutes No.1).

Each of the members of the Board of Directors was paid remuneration of 4,470,000 roubles for performing their duties as Board members.

In addition to their remuneration for performing the duties of members of the Board of Directors, the following payments were made:

• to the Chairman of the Board of Directors for performing the functions of Chairman 1,040,000 roubles;
• to each of the chairs of the committees of the Board of Directors 520,000 roubles for performing the functions of Committee chair.

In addition, the members of the Board of Directors were paid for their attendance at meetings of committees of the Board of Directors, and for their attendance at meetings of the Board of Directors or a committee of the Board of Directors, where attendance required a transcontinental flight, in the amount established by decision of the Annual General Shareholders Meeting of OAO "LUKOIL" of 26 June 2008 (Minutes No. 1). The specific amount payable was determined as of the date of the Annual General Shareholders Meeting of OAO "LUKOIL" on 24 June 2010 in accordance with the actual participation of members of the Board of Directors at meetings.

Members of the Board of Directors were also reimbursed for expenses associated with their performance of the functions of members of the Board of Directors, the types of which are established by decision of the annual General Shareholders Meeting of 24 June 2004 (Minutes No. 1), in the amount of actually incurred documented expenses.

In 2010 the members of the Management Committee were paid:

• remuneration in accordance with the contract with the member of the Management Committee4 ;

⁴ In accordance with the terms of contracts concluded with members of the Management Committee, they are paid remuneration in the amount of one monthly salary for primary employment provided the corporate-wide key performance indicators for the reporting period are achieved.

• a basic annual salary (the monthly payments for the position during the year, pursuant to employment contracts);

• annual performance bonuses for 2009 in accordance with the Regulations on the System of Payment and Incentives for Management Personnel of OAO "LUKOIL";

• annual long-term bonus payments in accordance with the Regulations on long-term incentives for employees of OAO "LUKOIL" and its subsidiaries;

• additional social benefits.

Amounts paid to Board and Management Committee members in 2010
----------------------------------------------------------------	--

Management	RUB, thousand
bodies	Remuneration	Wages Bonuses Other payments
Board of Directors	58,738	-	-	5,6445	64,382
Management Committee	32,862	452,294	430,489	21,545	937,190

⁵ Reimbursement of expenses

Report of the Board of Directors of OAO "LUKOIL" on the development of OAO "LUKOIL" in priority lines of business and the development prospects of OAO "LUKOIL"

The Board of Directors of OAO "LUKOIL" performs the overall management of the Company's operations in accordance with its authorities, as defined in the Federal Law On Joint Stock Companies, the Company Charter and the Regulations on the Board of Directors of OAO "LUKOIL".

The work of the Board of Directors in 2010 was structured using the Work Plan of the Board of Directors for 2009–2010 approved by the Board of Directors on 14 July 2009 and the Work Plan of the Board of Directors for 2010–2011 approved by the Board of Directors on 20 July 2010.

The Board of Directors held eight formal meetings in 2010, and decisions were also adopted through 17 absentee/distance votes.

According to the Regulations on the Board of Directors of OAO "LUKOIL", the written opinion of an absent member of the Board of Directors that is received by the Secretary prior to the start of the Board meeting is taken into account when determining whether there is a quorum for the meeting of the Board of Directors and when tallying the voting results on the issues on the agenda. Therefore, a member of the Board of Directors who has sent his or her written opinion prior to the start of the meeting is considered to have taken part in the work of the Board of Directors.

Date of the meeting,	13.01.2010	20.04.2010	18.05.2010	24.06.2010	20.07.2010	31.08.2010	26.10.2010	30.11.2010
No. of the Minutes	№1	№7	№10	№13	№15	№18	№21	№24
Board Member
V.I. Grayfer (Chairman	+	+	+	+	+	+	+	+
of the Board)
V.Yu. Alekperov	+	+	+	+	+	+	+	+
I.V. Belikov*				+	+	+	+	+
V.V. Blazheev	+	+	+	+	+	+	+	+
D. Wallette	+	−	+	+	+	+	+	+
G.O. Gref	+	+	+	−	+	+	+	+
I.S. Ivanov	+	+	+	+	+	+	+	+
R.U. Maganov	+	+	+	+	+	+	+	+
R. Matzke**	+	+	+
S.A. Mikhailov	+	+	+	+	+	+	+	+
M. Mobius*				+	+	+	+	+
N.A. Tsvetkov**	+	+	+
A.N. Shokhin	+	+	+	−	+	+	+	+

Information on Participation in Board Meetings held in Person

* has been performing the duties of a member of the Board of Directors of OAO "LUKOIL" since 24 June 2010 ** has been performing the duties of a member of the Board of Directors of OAO "LUKOIL" till 24 June 2010

The Board of Directors' most important function is to determine the priority areas of the Company's operations; strategic, medium-term and annual planning; and summing up of operational performance.

In fulfilment of this function, the Board of Directors took decisions on the following issues:

• On the preliminary results of LUKOIL Group operations in 2009 and objectives in 2010 and the near future. On the priority areas of operations of OAO "LUKOIL" in 2010. Comparative data on the company's performance indicators over the past few years (13 January 2010).
• On the preliminary results of the operations of the LUKOIL Group in H1 2010 and progress in the execution of the 2010 budget and investment programme (31 August 2010).
• On the main indicators of the Medium-Term Plan of the LUKOIL Group for 2011- 2013, and the Budget and Investment Programme of the LUKOIL Group for 2011 (30 November 2010).

At its first meeting in 2010 the Board of Directors established the achievement by the Company and its subsidiaries of the key indicators of the LUKOIL Group's Medium-Term Plan for 2010-2012 and the Budget and Investment Programme for 2010 (approved by decision of the Board of Directors dated 14 December 2009) as its main objective. The Management Committee of the Company was charged with focussing its efforts on maintaining the proper balance between the Company's growth rates and business development and ensuring effective operations under highly volatile conditions and macroeconomic instability.

In planning the activity of the Company and the LUKOIL Group as a whole, the Board of Directors also made a more in-depth study and designated specific steps in the development of individual business segments of the LUKOIL Group. This work was carried out within the framework of the following issues:

• − On new international hydrocarbon production projects (20 April 2010);

• − Status Report on the implementation of the Associated Gas Utilization Programme by LUKOIL Group organizations (of 31 August 2010);

• − On the operations of the Refining and Marketing business segment. On modernization plans for the Refining and Marketing business segment for 2011-2012 (of 26 October 2010). The Company's oil refining and marketing operations were considered at the meeting held in Istanbul (Turkey), and the main areas of development of this business segment in 2011-2012 were approved. Pursuant to the approved plans, for the near term the Company's oil refining complex will be focussed on cutting costs and energy consumption, increasing the return on capital outlays, and the maximum possible use of effective oil refining capabilities in Russia.

• − On the status and development programme of the Engineering Centre of the LUKOIL Group (30 November 2010).

The Corporate Governance Code approved at the meeting of the Government of the Russian Federation on 28 November 2001 and recommended by the Federal Commission on the Securities Market, assigns the Board of Directors of a joint stock company a special role in improving the system of corporate governance of the company.

In this field, in 2010 the Board of Directors:

• − Elected, in accordance with the Regulations on the Board of Directors of OAO "LUKOIL", from among the elected members of the Board of Directors V.I. Grayfer as Chairman of the Board of Directors, and on the recommendation of the Chairman of the Board of Directors appointed E.L. Khavkin as Secretary of the Board of Directors (24 June 2010).
• − Approved the membership of the committees of the Board of Directors (24 June 2010).
• − Approved the Shareholder Rights and Communications Programme of OAO "LUKOIL" for 2010–2014 (18 May 2010), which was developed based on the effective legislation of the Russian Federation, the Charter of OAO "LUKOIL", internal regulatory acts, and the Company's listing obligations on global stock exchanges. This programme takes due account for applicable global best practice, and determines the main goals and objectives of shareholder relations.
• − On 20 April 2010, based on the recommendations of the Human Resources and Remuneration Committee of 20 February 2010, approved the criteria for assessing the performance of the Board of Directors and the committees of the Board of Directors. According to the proposed procedure, the Office of the Board of Directors conducted a

survey of the members of the Board of Directors, and asked them to assess the work of the Board of Directors and Board committees based on the approved criteria.

At the meetings on 18 May 2010 and 20 May 2011 the Board of Directors approved the reports on the work of the Board of Directors and the results of the performance evaluation surveys of the members of the Board of Directors. An analysis of the performance evaluation scores shows that the Board of Directors gave a positive evaluation of its performance in 2009– 2010 and 2010-2011.

The highest governance body of a joint stock company is the General Shareholders Meeting, at which the company's performance results for the past year are summarised and key corporate decisions are made. Preparations for the holding of the General Shareholders Meeting of the Company are an important area of the Board of Directors' activity.

In 2010 the annual General Shareholders Meeting was held on 24 June in Moscow.

Issues concerning the preparations for the General Shareholders Meeting of OAO "LUKOIL" were decided by the Board of Directors of the Company in strict compliance with the requirements of the Federal Law On Joint Stock Companies and the Company Charter.

The following decisions were taken through absentee voting on 4 February 2010:

• − On determining the list of candidates for election to the Board of Directors of the Company, based on the nominations put forward by shareholders that own at least two per cent of voting shares;
• − On determining the list of candidates for election to the Audit Commission of the Company, based on the nominations put forward by shareholders that own at least two per cent of voting shares.

Issues concerning the preparations for the annual General Shareholders Meeting were also decided by the Board of Directors on 20 April 2010. These issues included: the approval of the agenda of the annual general meeting, determination of the dates for compiling the list of parties entitled to take part in the meeting, the text and form of the voting ballots, recommendations to the General Shareholders Meeting of the Company on taking decisions on the agenda items of the meeting, and other issues connected with the preparation and holding of the meeting.

At the meeting on 18 May 2010 the Board of Directors tentatively approved the Annual Report of OAO "LUKOIL" for 2009, for its submission to the annual General Shareholders Meeting.

At the meeting on 20 July 2010 the Board of Directors approved the membership of the Management Committee of OAO "LUKOIL" (15 people) and established the principal terms and conditions of the contracts to be concluded with the members of the Management Committee.

On 31 March 2010 the Board of Directors also established the principal terms and conditions of the Contract with the President of OAO "LUKOIL", set forth in Supplemental Agreement No. 4.

In accordance with the requirements of the Federal Law On Joint Stock Companies, on 20 July 2010 the Board of Directors established the maximum amount of the fees for the services of the Auditor of OAO "LUKOIL".

The competence of the Board of Directors also includes the approval of the Company's internal documents, in performance of which the Board of Directors:

• − Approved the Code of Business Conduct and Ethics of OAO "LUKOIL" (20 July 2010);
• − Approved the amendments and addenda to the Regulations on the System of Payment and Incentives for Management Personnel of OAO "LUKOIL" (23 July 2010);
• − Invalidated the Regulations on Social Assistance for Disabled Persons in the OAO "LUKOIL" System (19 February 2010). This document was invalidated because, according to the Company Charter, the issues governed by these Regulations are not in the competence of the Board of Directors, but rather of the Management Committee, which approved the corresponding regulatory documents.

In 2010 the Board of Directors of the Company took decisions on the long-term incentives for employees that were specified in the Regulations on long-term incentives for employees of OAO "LUKOIL" and its subsidiaries. Such decisions were taken on 14 May 2010, 23 July 2010 and 29 October 2010.

The Company Charter and the Federal Law On Joint Stock Companies assign the prior approval of a number of transactions to the competence of the Board of Directors of the Company. In the reporting period the Board of Directors approved interested-party transactions and transactions concluded in accordance with point 9.7.19 of the Charter of OAO "LUKOIL", i.e. transactions involving the acquisition, disposal or possible disposal of property worth 10 to 25 per cent of the book value of the Company's assets, and major transactions approved in accordance with sub-point 9.7.17 of the Company Charter.

These transactions were approved by the Board of Directors by absentee voting.

Another important function of the Board of Directors is determining the priority areas of development of the joint stock company. The Board of Directors established the following as the priority areas for OAO "LUKOIL" in 2011:

• − maintaining an optimal balance between the Company's growth rates and business development and sustaining efficiency of operations;
• − successfully implementing new priority development projects;
• − integrating newly acquired assets into the Company's structure (refineries, marketing assets);
• − ensuring the Company's operations on the basis of strict capital investments discipline, higher energy efficiency and labour productivity, optimisation of controlled expenses (production, selling, administrative);
• − maintaining the Company's competitive positions on the international and Russian industrial markets based on key performance indicators;
• − revealing the potential of the Company's research and development complex based on domestic and global best practice;
• − ensuring the required level of industrial safety, labour safety and environment protection with regard to all indicators, and reliable protection of the LUKOIL Group's personnel and assets.

The Company's activity in the Exploration & Production business segment in 2011 will be aimed at ensuring full compensation of hydrocarbon production with a growth in reserves, and the maximum involvement of reserves in development. Plans include the active implementation of projects for the continued development of fields discovered on the shelf of the Caspian Sea (Yu. Korchagin, V. Filanovsky, Sarmatskoe), active work on the implementation of the Western Qurna-2 project in Iraq, and performance of geological survey work on the deep marine shelf of Western Africa (Cote d'Ivoire, Ghana). Implementation of the Programme for utilisation of associated petroleum gas will continue in 2011.

The Company's activity in the Refining & Marketing business segment in 2011 will be aimed at ensuring proper management of the balance between oil and petroleum product shipments, continued upgrading of Company refineries for compliance with the requirements of engineering regulations and to improve the quality of products, increased efficiency and improved competitive indicators of refineries, strengthening of the Company's positions in priority regions, and entry onto new petroleum product sales markets. The implementation of the production development programme and sales of petroleum products with improved performance characteristics under the EKTO brand will continue.

Construction and overhaul of generating capacity pursuant to capacity supply agreements will continue in the Power Generation business sector in 2011.

Dividends

OAO "LUKOIL" bases its dividend policy on balancing the interests of the Company and its shareholders, on improving the Company's investment appeal and capitalisation, and on respecting and strictly complying with shareholders' rights as stipulated by the laws of the Russian Federation, the Company Charter and its internal bylaws.

When determining the amount of dividends (per share) to be recommended to the General Shareholders Meeting, the Board of Directors of the Company proceeds on the premise that the amount of funds sent as dividend payments should equal at least 15% of the net profit as determined based on the consolidated US GAAP financial statements of OAO "LUKOIL".

Year	Amount of	Accrued,	Paid*,	Share of net profits
	dividends, RUB	RUB, million	RUB, million	of OAO "LUKOIL"
				used for dividend
				payments, %
for 2005	33.00	28,069	27,823	42
for 2006	38.00	32,321	32,252	59
for 2007	42.00	35,724	35,633	55
for 2008	50.00	42,528	42,404	63
for 2009	52.00	44,229	44,157	98
for 2010				On 26 April 2011 the Board of Directors of OAO "LUKOIL" recommended that
				the annual General Shareholders Meeting to be held on 23 June 2011 pay
				dividends based on the results of the 2010 financial year in the amount of RUB 59
	per ordinary share.

* Since shareholders did not provide reliable and complete information necessary to receive dividends (incorrect banking details, lack of banking details, incorrect postal addresses, return of postal transfers) dividends were not paid in full.

Company Securities

The year 2010 was a year of consolidation of the market for OAO "LUKOIL" shares. After the significant drop in the value of the Company's shares in 2008 (-53.3%) due to the global financial crisis, and the significant increase in capitalisation in 2009 (+75.6%), the Company's shares entered a period of stabilisation in 2010 as the global economy recovered from the critical phase of the crisis. Over the course of the year the shares in OAO "LUKOIL" remained one of the most liquid securities on the Russian stock market, and were used in the calculation of all major stock exchange indexes. The main trading floors in Russia for the Company's shares remained ZAO Moscow Interbank Currency Exchange (hereinafter "MICEX") and OAO RTS Exchange (hereinafter "RTS"). The share of OAO "LUKOIL" shares in the overall volume of trading on these exchanges in 2010 equalled 6.5% and 5.87%, respectively.

External factors, which in many ways determined price trends for the Company's shares in 2010, included: pressure on the stock market caused by information on changes in the structure of the Company's major shareholders (ConocoPhillips opting out as a shareholder in OAO "LUKOIL"); drafting by the Russian government of amendments to tax legislation for the entire oil and gas industry; and a slow, steady growth trend in the oil market throughout the reporting year.

Among the internal factors affecting the price of OAO "LUKOIL" shares, the positive results of the Company's operations in 2010 must be singled out (performance of measures to improve operating performance and increase free cash flow, commencement of oil production on the shelf of the Caspian Sea, successful implementation of projects in Western Africa, Iraq and Uzbekistan). This work received high praise from industry experts, and lays the foundation for increased capitalisation of OAO "LUKOIL" in future.

As a result, the price of OAO "LUKOIL" shares rose by 2.8% over 2010 (MICEX trading) and was equal to RUB 1,742 at the end of the reporting period.

Changes in OAO "LUKOIL" share price on MICEX in 2010, RUB

There was a slight decrease in the volume of trading in OAO "LUKOIL" shares in 2010 versus 2009 on Russian exchanges, and an increase in the volume of trading in depositary receipts for Company shares on the London Stock Exchange.

Depositary receipts were also traded on the over-the-counter market in the USA and on the London, Frankfurt, Munich and Stuttgart exchanges. At year end 2010 the total number of depositary receipts (ADRs) issued for ordinary shares was the equivalent of 563.99 million shares (66.31% of the Company's charter capital). The volume of trading in ADRs on the main foreign trading platform – the London Stock Exchange – increased by 13.2% in 2010 and reached USD 50.1 billion. In 2010, ADRs issued for OAO "LUKOIL" shares were the second-most traded ADRs of foreign companies listed on the London Stock Exchange in the IOB system (16.2% of aggregate average monthly trading in this system).

OAO "LUKOIL" shares continue to serve as the underlying asset for derivatives on the forward securities market. For example, futures and options for OAO "LUKOIL" shares are one of the main instruments of the RTS forward market.

At the end of 2010, LUKOIL Group organisations issued and placed two issues of Eurobonds. In November 2010, the Company completed the placement of a Eurobond issue of USD 1 billion, maturing in 2020. The bonds were offered in two tranches at the same time in one issue. USD 800 million in bonds were issued at a price equal to 99.08% of their par value, with a rate of return to maturity of 6.25% per annum. USD 200 million in bonds were issued at a price equal to 102.44% of their par value, as a result of which their rate of return to maturity was 5.80%. In December 2010 OAO "LUKOIL" completed the issue of unsubordinated unsecured convertible Eurobonds maturing in June 2015. USD 1.5 billion in bonds were issued, with a rate of return of 2.625% per annum.

OAO "LUKOIL" exerted maximum effort during the reporting year to preserve and grow shareholder value. Operating indicators were improved, a strict policy to restrain capital costs was pursued, and as a result the Company was able to achieve record levels of free cash flow. This allowed the Company to maintain its investment appeal despite the instability of the global financial system.

Volumes of trading in OAO "LUKOIL" shares and ADRs in 2010, billion USD

Price of OAO "LUKOIL" shares on MICEX and price of Urals oil in 2010, %

Price of OAO "LUKOIL" shares compared to the Bloomberg Oils index of major oil-andgas companies and the MICEX index in 2010, %

Change in the share capital structure of OAO "LUKOIL" in 2010

Key shareholders in OAO "LUKOIL"* (> 1% ordinary registered shares)
	Number of shares as at 1 Jan 2010	% of total number of shares as at 1 Jan 2010	Number of shares as at 1 Jan 2011	% of total number of shares as at 1 Jan 2011
ING Bank (Eurasia) ZAO	588,130,232	69.15	645,159,254	75.85
Depositarno kliringovaya Kompaniya [Depositary-Clearing Company]	75,790,805	8.91	69,483,048	8.17
Natsionalyny depositaryny tsentr [National Depositary Centre]	38,176,573	4.49	52,526,643	6.18
SDK Garant	33,177,732	3.90	33,411,404	3.93
URALSIB Depositary Company	13,574,885	1.60	12,065,926	1.42
ZAO KB Citibank	66,536,986	7.82	-	<1%…

^* Nominee shareholders

Description of the main risk factors associated with the operations of OAO "LUKOIL"

In the near future, the Company's operations will mainly be defined by the following groups of risk:

• Strategic risks
• Financial risks
• Legal risks
• Geological risks
• Environmental risks
• Production risks

The occurrence of any of these risks may negatively impact the Company's operations and in the final analysis may have a negative effect on the size of cash flows. In view of the probabilistic nature of risks, and also the fact that they are external to the Company, OAO "LUKOIL" cannot fully guarantee that the measures taken to manage risks will reduce their negative impact to zero. Therefore, the Company informs the users of its financial statements of the existence in its operations of a number of circumstances described below, which may, with a certain probability, worsen its operating indicators. OAO "LUKOIL" will take all possible measures to monitor and prevent the occurrence of these events, and should they occur, will take measures to rapidly eliminate their after-effects, with the minimum of damage to the Company.

Strategic risks

Macroeconomic risks

The possible deterioration of the global macroeconomic situation, or equally a delay in the global economy's recovery from recession, will have a negative impact on the Company's business, including its operating results and ability to carry out the planned program of capital investments.

In its operational planning, the Company considers several scenarios for future developments in the macroeconomic situation – energy prices, inflation, taxes, exchange rates, etc. – including optimistic, baseline, and pessimistic scenarios. This makes it possible to take more balanced decisions on allocating capital and forming the portfolio of investment projects.

Country risks

The geographic diversification of the Company's operations is extremely broad. The countries where OAO "LUKOIL" operates include some with a high level of political and economic risk, the realisation of which may substantially complicate the Company's operations in a specific region or even lead to their termination.

In order to minimise the effect of risks of operations in countries with a transitional economy or other unstable countries, the Company strives to diversify its operations, and in parallel with its operations in unstable regions is acquiring assets in Europe and the United States of America; we consider the country risks in these areas to be minimal.

Risk of a shortage of qualified staff

Foreign companies are starting to turn their attention to the Russian labour market, due to the growing world shortage of specialists and universal aging of oil and gas industry workers. This increases the risk of greater demand and higher salaries for such specialists in Russia. Possible consequences may include higher salary costs or the need to more rapidly modernise facilities with the aim of reducing the number of service personnel, which may have a negative impact on the Company's operating financial performance.

Competition risks

Risks of access to new sources of our materials

Competition with major Russian and transnational companies for access to new sources of raw materials may lead to a situation where the Company will be unable to obtain access to new, more promising oil and gas fields in future. A consequence of this risk may be a decrease in the Company's proved reserves and consequently a decrease in its capitalization.

Risks of access to transport infrastructure

When transporting its products, OAO "LUKOIL" is primarily dependent on the transportation capacities of state-owned monopolies: OAO AK Transneft, OAO AK Transnefteprodukt, OAO Russian Railways, and also OAO Gazprom to transport the Company's natural gas production. The Company's dependence on state-owned monopolies for the transportation of its products could have very significant negative consequences. These consequences may include:

• losses associated with breakdowns, leaks and other disruptions in the operation of the pipeline or rail systems;
• an unplanned increase in costs associated with the need to rapidly find alternative means of delivering hydrocarbons if access to the pipeline system is restricted, or in the worst case if operations cannot be continued in certain regions;
• an unplanned increase in costs associated with a sharp increase in transportation tariffs.

Risks on the market for oil refining and petroleum products

The market environment and competition on the oil refining markets bring the following risks for the Company:

• risks of a decrease in sales volumes and partial idling of production capacities;
• risks of a decrease in oil refining margin;
• risks of a decrease in the retail margin;
• risks of more stringent environmental legislation and higher demands on product quality;

These risks may lead to lost revenues or higher costs for the Company, which in the end may have a negative impact on the size of cash flows in this business segment.

Risks on the market for natural gas and associated petroleum gas

An important risk factor in the gas production segment is the position of OAO Gazprom as the sole buyer on the market for purchasing natural gas extracted by independent oil companies and the stripped gas that is a by-product of the refining of associated petroleum gas.

The main risks for the Company in this segment may be:

• the limitation by OAO Gazprom of quotas for the purchase of gas from independent producers, which may lead to restricted production of gas by the Company or to the mothballing of a number of projects;
• the establishment of a low monopoly price on purchases of natural and associated petroleum gas from independent producers, which may have a negative impact on the current profit margin in this business segment.

The Company will take all possible measures to reduce risks in this area, and seeks to build partnership relations with OAO Gazprom.

Financial risks

Price risks

Rapid and mixed fluctuations in hydrocarbon prices may complicate the Company's operations to a certain extent. In the near term, OAO "LUKOIL" expects energy prices to remain highly volatile, due to the unstable balance of supply and demand on the global market, as well as the uncertain prospects for recovery from the global economic crisis.

Inflation risks

The Company is subject to the risk of inflationary growth in its costs. The most important effect of this risk lies in the field of capital spending, which may threaten the successful performance of a number of investment projects.

The Company focuses its attention on restraining cost growth, and on assessing this risk when developing investment projects and making investment decisions.

Interest-rate risks

The Company is subject to significant risks of changes to interest rates, and is first and foremost sensitive to changes in European interest rates.

The Company constantly monitors the ratio of its debt with fixed and floating interest rates, and manages it in order to minimise the risk of interest-rate changes.

Liquidity risks

Liquidity risks are risks of a drop in the level of the Company's solvency.

The size of the Company's cash flows are subject to the following risk factors:

• sharp fluctuations in energy prices;
• the amount of taxes, duties and customs payments;
• cost growth.

Another risk associated with a possible reduction in cash flows is the risk of restricted access to financing on international currency and capital markets.

These risks are capable of negatively affecting the Company's liquidity in the short term.

OAO "LUKOIL" has created a system to manage liquidity aimed at maintaining the solvency of the LUKOIL Group at a high level. The liquidity management system includes a number of analytical procedures and regulatory provisions designed to cut liquidity risk to a minimum.

Currency risks

The Company is subject to risks of an unfavourable change in currency rates, as it operates in many countries. The exchange rate of the Russian rouble to the US dollar has the greatest effect on operating performance, since the Company's export revenues are denominated in dollars, while the bulk of its costs are incurred in Russia in roubles.

Credit risks

The Company's most significant credit risk lies in the risk that counterparties will fail to meet their payment obligations in respect of products shipped to them.

In order to reduce credit risks, the Company is oriented to working with counterparties that have a strong credit rating, uses letters of credit and guaranties from first-tier banks, requires advance payment for shipments of products in some cases, and uses instruments to limit credit risk concentration on any one counterparty.

Use of derivative financial instruments

The Company does not use derivative instruments in a centralised way to manage financial risks.

Derivative financial instruments are used by LITASCO SA (the LUKOIL Group organisation that performs foreign-trade operations) to hedge price risks when selling products on foreign markets.

In its operations, LITASCO SA maintains a conservative trading strategy and has a high level of coverage of derivatives with underlying assets, which ensures a high degree of stability on today's unstable stock markets.

Legal risks

Risks in the area of anti-monopoly regulation

At present there is a risk of stricter anti-monopoly legislation and law-enforcement practice against oil companies.

In its operations, OAO "LUKOIL" adheres to the principles of competitive relations with all market subjects, does not pursue policies aimed at limiting competition or monopolising markets, and has no such objectives in either the short or long term. Nonetheless, the Company cannot exclude the risk of possible judicial proceedings and the imposition of penalties in the event contentious situations arise.

The Company has created a working group for relations with the anti-monopoly authorities, with the aim of ensuring that the operations of the Company and other LUKOIL Group organisations comply with anti-monopoly legislation.

Tax risks

The Company cannot exclude the possibility of stricter tax legislation, especially given the expected budget deficit of the Russian government. The increase in the tax burden in connection with the expected changes in tax legislation may reduce the industry-wide return on oil production, oil refining and sales in Russia.

Nonetheless, the Company constantly monitors changes in tax legislation in the countries where it has a presence and organizes its operations based on scrupulous compliance with legislation.

Risks in the area of currency regulation

OAO "LUKOIL" does not exclude the possibility that legislation on currency regulation will be made stricter. Should currency regulations tighten, a number of the Company's export operations may be made more difficult, which may have a negative impact on its current liquidity.

Risks in the area of customs regulation

OAO "LUKOIL" cannot exclude the risk that the rules of customs control and customs duties will become more onerous in future. In particular it is possible that export duties on oil and petroleum products will be increased, especially given that the Russian government is expected to run a budget deficit. These changes could have a negative effect on the Company's financial performance.

Geological risks

Risks of exploratory drilling/discovery of new deposits

In the Company's operations there is a risk that when carrying out new projects and exploratory drilling we will not discover commercially productive oil and gas reserves. As a result, the Company may be forced to incur additional expenses or terminate work on a number of licence blocks.

Risks associated with changes to subsoil usage and licensing legislation

A number of amendments were made in 2008 to Russian Federation Law No. 2395-1 of 21 February 1992 On the Subsoil that introduced restrictions in the use of the subsoil for legal entities with foreign participation in charter capital, changed the licensing procedure for subsoil blocks of federal significance, and established the criteria for users of offshore blocks.

The Russian government has also submitted a draft law changing the procedure for compensation of harm caused to the subsoil as a result of violations of the legislation on the subsoil.

These legislative initiatives may in the near future have a negative impact on the Company's operating environment, and also on its ability to develop new deposits in the Russian Federation.

Environmental risks and industrial safety risks

More stringent requirements on carbon dioxide emissions or the need to clean up possible industrial accidents may have a substantial negative effect on the financial indicators of OAO "LUKOIL". The financial results of the operations of OAO "LUKOIL" may be indirectly affected by damage to the Company's reputation and the actions of state authorities if such environmental risks should be realised.

There is a risk that production operations in certain regions where the Company has a presence will not comply with new environmental standards, which may require it to incur additional costs to upgrade facilities, and accordingly this will have a negative impact on the Company's financial performance.

If the technological risks related to the breakdown of production equipment come to pass, this could also lead to a suspension of operations and a failure to reach set production and financial goals.

The industrial safety system of OAO "LUKOIL" stipulates constant monitoring of the state of production facilities and the performance of preventive measures to avert industrial accidents. The industrial safety system at OAO "LUKOIL" has undergone certification for compliance with the ISO 14001 and OHSAS 18001 international safety standards.

Production risks

Risk of not meeting production, refining and marketing targets

In the Company's operations, there is a risk that production targets will not be met due to various circumstances related to production issues, economics, and management. The Company recognises the existence of these risks. On the one hand, it takes measures to mitigate these risks; on the other, it plans its operations in such a way as to ensure that these risks do not have a material impact on the Company's key projects.

Construction risks

When implementing investment projects, the Company encounters the risk that production facilities will not be put into operation on schedule. Key factors affecting this risk include: planning errors, contractor actions, and risks arising from the state of infrastructure.

The Company pays the utmost attention to managing this risk by carefully preparing projects, selecting reliable suppliers and contractors, including obtaining performance guarantees from them, and also by establishing partnerships with the operators of infrastructure facilities (state monopolies, the state authorities of Federal subjects).

Risk management procedures

OAO "LUKOIL" systematically monitors risks when carrying out current operations and investment projects, and makes every effort to prevent them and mitigate their negative impact should they be realised.

The Company has identified key business processes in which modern risk-management technologies have been integrated (financial management, industrial safety, etc.). The Company has implemented a centralised risk management system at a number of its major subsidiaries, encompassing all business processes and functional areas of operations, which makes it possible to manage risks effectively.

The Company is currently developing a global corporate-wide risk-management system that takes into account leading-edge risk-management practices.

The goal of this project is the optimal organisation of work in the following areas:

• prevention/mitigation of potential damages from identified risks;
• achievement of the optimal allocation of capital on the basis of the risk/return ratio;
• satisfying the requirements of the regulatory authorities on disclosing risk information;
• improvement in credit rating and greater trust on the part of investors.

Information on compliance with the Corporate Governance Code

This section has been prepared in accordance with Directive No. 03-849/r of the Federal Commission on the Securities Market of 30 April 2003 On Methodological Recommendations on the Composition and Form of Presentation of Information on Compliance with the Corporate Governance Code in the Annual Reports of Joint Stock Companies

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
	General meeting of shareholders
1.	Notification of shareholders of general meetings of shareholders at least 30 days before the date of the meeting, regardless of the items on the agenda, unless the law stipulates a longer term.	Compliance	Point 8.7 of the Charter of OAO "LUKOIL"
2.	Shareholders have the opportunity to study the list of parties entitled to participate in the general meeting, starting from the date of the notification of the general Shareholders meeting up to the closing of the meeting (if held in the form of joint attendance) or to the deadline for receipt of voting ballots (if held through absentee voting).	Compliance	Point 4.4 of the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO "LUKOIL"
3.	Shareholders have the opportunity to study the information (materials) to be provided during the preparations for holding the general meeting of shareholders, using electronics means of communication, including over the Internet.	Compliance	Point 5.5 of the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO "LUKOIL"
4.	Shareholders have the opportunity to submit an item to the agenda of the general Shareholders meeting or demand the convocation of a general shareholders meeting without submitting a statement from the shareholder registry, if their rights to shares are accounted for in a shareholder registry system, or if rights to shares are accounted on a deposit account, then a statement from the deposit account is sufficient to exercise the given rights.	Compliance	Point 3.3 of the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO "LUKOIL"
5.	The charter or internal documents of the joint stock company* contains a requirement on the mandatory attendance at the general shareholders meeting of the General Director, members of the Management Committee, members of the Board of Directors, members of the Audit Commission, and the auditor of the company.	De facto compliance	In accordance with point 6.2 of the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO "LUKOIL", the Board of Directors sends an invitation to attend the general shareholders meeting to the President of the Company, members of the Board of Directors, the Management Committee and the Audit Commission of the Company and the Auditor of the Company. Pursuant to this point, the Board of Directors also sends invitations to candidates in cases where the general shareholders meeting will consider issues of the election of the President of the Company, members of the Board of Directors, and members of the Audit Commission, and also the issue of the approval of the Auditor of the Company.
6.	Mandatory attendance of candidates in cases where the	De facto	See note to item 5

* For the purposes of this table, hereinafter 'the company'

	general shareholders meeting will consider issues of the	compliance
	election of members of the Board of Directors, the General Director, members of the Management Committee, members of the Audit Commission, and also the issue of the approval of the Auditor of the Company.
7.	The internal documents of the company contain the procedure for registering participants in the general shareholders meeting.	Compliance	Point 10.1 of the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO "LUKOIL"
	Board of Directors
8.	The charter of the company contains the authorities of the Board of Directors regarding the annual approval of the financial business plan of the company.	-	In accordance with point 10.6.3 of the Charter of OAO "LUKOIL", the development and approval of quarterly, annual and future plans, the budget and the investment programme are assigned to the authority of the Management Committee.
9.	The Board of Directors has approved a procedure for risk management at the company.	Compliance	Point 3.1.10 of the Regulations on the Audit Committee of the Board of Directors of OAO "LUKOIL" In accordance with this point, the authorities of the Audit Committee includes an evaluation of the risk management system at the Company and the preparation of the relevant recommendations to the Board of Directors of the Company. Points 1.5, 1.7, 3.2, and 4.8 of the Regulations on Internal Controls and Internal Audit at OAO "LUKOIL", approved by the Board of Directors of OAO "LUKOIL". The Management Committee of OAO "LUKOIL" has also approved Recommendations on the organisation of the system of internal controls, risk management and internal audit of the
			LUKOIL Group (Appendix No. 2 to the Regulations on Internal Audit in the LUKOIL Group).
	10. The charter of the company defines the rights of the Board of Directors to take a decision on suspending the authority of the General Director appointed by the general shareholders meeting.	-	The Charter of OAO "LUKOIL" assigns the appointment of the President and the early termination of the authorities of the President to the competence of the general shareholders meeting. The President is appointed by the general shareholders meeting for a term of five years.
	11. The charter of the company defines the right of the Board of Directors to establish requirements on the qualifications and size of remuneration of the General Director, members of the Management Committee, and heads of the main structural units of the company.	Compliance	In accordance with point 9.7.10 of the Charter of OAO "LUKOIL", the competence of the Board of Directors includes establishment of the terms and conditions of contracts concluded with the President and members of the Management Committee. The Regulations on the Human Resources and Compensation Committee of the Board of Directors of

		OAO "LUKOIL" (sections 2 and 3) stipulate that one of the purposes of the Committee is to develop and submit recommendations to the Board of Directors on the Company's policy and standards regarding the selection of candidates to management bodies. The Committee determines the criteria for selecting candidates to the Board of Directors, Management Committee, and for the position of President of the Company, makes a preliminary assessment of candidates for the management bodies, and makes the corresponding recommendations to the Board of Directors. The Committee also makes recommendations to the Board of Directors on the material terms and conditions of contracts with members of the Management Committee and the President of the Company.
12. The charter of the company defines the right of the Board of Directors to approve the terms and conditions of contracts with the General Director and members of the Management Committee.	Compliance	In accordance with point 9.7.10 of the Charter of OAO "LUKOIL", the competence of the Board of Directors includes establishment of the terms and conditions of contracts concluded with the President and members of the Management Committee.
13. The charter or internal statutes of the company contain a requirement that when approving the terms of the contracts with the General Director (management organisation, manager) and the members of the Management Committee, the votes of members of the Board of Directors who hold such positions are not counted in the voting.	Compliance	Point 9.8.4 of the Charter of OAO "LUKOIL"
14. The Board of Directors of the company includes at least three independent directors who meet the requirements of the Corporate Governance Code.	Compliance	Point 9.2 of the Charter of OAO "LUKOIL" contains a provision that shareholders will seek to nominate and elect to the Board of Directors at least three independent directors. By decision of the annual General Shareholders Meeting of OAO "LUKOIL" of 24 June 2010 (minutes No. 1), seven independent directors who meet the independence criteria as defined in point 2.2.2 of chapter 3 of the Code of Corporate Governance were elected to the Board of Directors of the Company.
15. No one on the Board of Directors of the company has been found guilty of crimes in the area of business activity or crimes against the state authorities, the interests of state service or service in local government, or has been subjected to administrative penalties for offences in the area of business activity or in the area of finance, taxes and duties, or the securities market.	Compliance	The Company has no information to the effect that any person on the Board of Directors has been found guilty of crimes in the area of business activity or crimes against the state authorities, the interests of state service or service in local government, or has been subjected to administrative penalties for offences in the area of business activity or in the area of finance, taxes and duties, or the securities market.
16. No one on the Board of Directors of the company is a participant, General Director (manager), member of	-	Other than A.N. Shokhin, who is also a member of the Board of Directors of

management bodies, or employee of a legal entity that competes with the company.		OAO TNK-BP Management, no one on the Board of Directors of OAO "LUKOIL" is the General Director (manager), member of management bodies, or employee of a legal entity that competes with OAO "LUKOIL". Certain members of the Board of Directors may have insignificant shareholdings (in percentage terms) in other oil companies (Russian and foreign), but these shareholdings are strictly for financial purposes, and due to their insignificant size do not provide the ability to affect the operations of these companies.
17. The charter of the company contains a requirement that the Board of Directors be elected by cumulative voting.	Compliance	Point 9.2 of the Charter of OAO "LUKOIL"
18. The company's internal documents specify the obligation of members of the Board of Directors to refrain from actions that will or potentially could lead to a conflict between their interests and the interests of the company, and the obligation, should such a conflict arise, to immediately disclose information on this conflict to the Board of Directors.	Compliance	Point 1.2 of the Regulations on the Board of Directors of OAO "LUKOIL" indicates that the Board of Directors performs the overall management of the operations of the Company in the interests of the Company, its shareholders and investors. Point 1.5 of the Regulations on the Board of Directors of OAO "LUKOIL" stipulates that the Board of Directors of the Company is obligated not to divulge or use, including for personal benefit, confidential information on the Company and insider information. Pursuant to point 11.1 of the Charter of OAO "LUKOIL", in exercising their rights and performing their duties, Company officials shall act in the interests of the Company, and exercise their rights and perform their duties in respect of the Company reasonably and in good faith. In accordance with point 3.1.10 of the Regulations on the Human Resources and Compensation Committee of the Board of Directors of OAO "LUKOIL", the Human Resources and Compensation Committee analyses the information provided by members of the Board of Directors regarding changes to personal data, which members of the Board of Directors are obligated to disclose by effective legislation, the Company Charter and the Code of Corporate Governance approved by the Government of the Russian Federation on 28 November 2001: in respect of the presence/absence of interest in transactions to be performed by the Company, when the relevant decisions are being taken by the Board of Directors; the onset and termination of status as an affiliated person in respect of the Company; the appearance of circumstances hindering effective work as a member of the Board of Directors;

		loss of independent status of an independent director.
19. The company's internal statutes obligate members of the Board of Directors to notify the Board of Directors in writing of their intention to complete a transaction with the securities of a company on whose board they serve, or the securities of the subsidiaries (associates) of such company, and also to disclose information on transactions they have performed with such securities.	Compliance	Point 3.9 of the Regulations on Information Policy at OAO "LUKOIL". Point 1.5 of the Regulations on the Board of Directors of OAO "LUKOIL".
20. The company's internal statutes contain a requirement that meetings of the Board of Directors be held at least once every six weeks.	Compliance	Point 2.1 of the Regulations on the Board of Directors of OAO "LUKOIL".
21. During the year for which the company's annual report is being prepared, meetings of the Board of Directors are held with a frequency of at least once every six weeks.	Compliance	-
22. The company's internal statutes specify the procedure for holding meetings of the Board of Directors.	Compliance	Section 3 of the Regulations on the Board of Directors of OAO "LUKOIL"
23. The company's internal statutes contain a provision mandating that the Board of Directors must approve company transactions involving 10 percent or more of the value of the company's assets, except for transactions carried out in the normal course of business.	Compliance	Point 9.7.19 of the Charter of OAO "LUKOIL".
24. The company's internal statutes specify that members of the Board of Directors have the right to receive the information necessary to perform their functions from the executive bodies and heads of the company's main structural units, and also specify liability for the failure to provide such information.	Compliance	Point 5.2 of the Regulations on Information Policy at OAO "LUKOIL".
25. The Board of Directors has a strategic planning committee, or the functions of this committee are entrusted to another committee (except the audit committee or the human resources and compensation committee).	Compliance	Regulations on the Strategy and Investment Committee of the Board of Directors of OAO "LUKOIL"
26. The Board of Directors has a committee (the audit committee) that recommends the company's auditor to the Board of Directors and interacts with the auditor and the company's audit commission.	Compliance	Regulations on the Audit Committee of the Board of Directors of OAO "LUKOIL"
27. The audit committee consists only of independent and non executive directors.	Compliance	Pursuant to point 4.1 of the Regulations on the Audit Committee of the Board of Directors of OAO "LUKOIL", the Audit Committee of at least three members is elected from among the non-executive directors. In addition, at least one member of the committee must be an independent director, if any have been elected to the Board of Directors of OAO "LUKOIL".
28. Management of the audit committee is entrusted to an independent director.	Compliance	Point 5.2 of the Regulations on the Audit Committee of the Board of Directors of OAO "LUKOIL"
29. The company's internal statutes specify that all members of the audit committee have the right to access any documents and information of the company, provided they do not disclose confidential information.	Compliance	Point 14.1 of the Regulations on the Audit Committee of the Board of Directors of OAO "LUKOIL"
30. A committee of the Board of Directors has been created (human resources and compensation committee) whose functions are to determine criteria for the selection of candidates to the Board of Directors and the development of the company's compensation policy.	Compliance	Regulations on the Human Resources and Compensation Committee of the Board of Directors of OAO "LUKOIL".
31. Management of the human resources and compensation committee is entrusted to an independent director.	Compliance	Point 5.2 of the Regulations on the Human Resources and Compensation Committee of the Board of Directors of OAO "LUKOIL".

32. The human resources and compensation committee does not contain company officers.	Compliance	Pursuant to point 4.1 of the Regulations on the Human Resources and Compensation Committee of the Board of Directors of OAO "LUKOIL", the Human Resources and Compensation Committee of at least three members is elected from among the non-executive directors. In addition, at least one member of the committee must be an independent director, if any have been elected to the Board of Directors of OAO "LUKOIL".
33. The Board of Directors has a risk committee, or the functions of this committee are entrusted to another committee (except the audit committee or the human resources and compensation committee).	-	This function is entrusted to the Audit Committee of the Board of Directors of OAO "LUKOIL" (point 3.1.10 of the Regulations on the Audit Committee of the Board of Directors of OAO "LUKOIL").
34. The Board of Directors has a corporate conflicts committee, or the functions of this committee are entrusted to another committee (except the audit committee or the human resources and compensation committee).	-	There is no such committee of the Board of Directors. In 2010 the Company established a Business Ethics Commission responsible for regulating corporate ethical relations and implementing the norms and rules of the Code of Business Conduct and Ethics of OAO "LUKOIL" approved by decision of the Board of Directors of OAO "LUKOIL" of 20 July 2010 (Minutes No. 15).
35. The corporate conflicts committee does not include company officers.	-	See point 34.
36. Management of the corporate conflicts committee is entrusted to an independent director.	-	See point 34.
37. The company has internal statutes approved by the Board of Directors that stipulate the procedure for the creation and operation of board committees.	Compliance	The Regulations on the Human Resources and Compensation Committee of the Board of Directors of OAO "LUKOIL", the Regulations on the Audit Committee of the Board of Directors of OAO "LUKOIL", and the Regulations on the Strategy and Investment Committee of the Board of Directors of OAO "LUKOIL".
38. The company's charter stipulates the procedure for determining quorum for meetings of the Board of Directors, such that the attendance of independent directors is mandatory for meetings of the Board of Directors.	Compliance	Point 9.10 of the Charter of OAO "LUKOIL"
Executive bodies
39. The company has a collective executive body (management committee).	Compliance	Point 10.4 of the Charter of OAO "LUKOIL" Regulations on the Management Committee of OAO "LUKOIL"
40. The company's charter or internal statutes contain a provision mandating that the management committee must approve transactions on real estate or the receipt of a loan by the company, if the given transactions do not constitute major transactions or their performance is not part of the normal course of business of the company.	Compliance	Approval of transactions (or several related transactions) that involve the acquisition, disposal or the possibility of disposal of property the value of which is between 10 percent and 25 percent of the book value of the Company's assets, except transactions performed in the normal course of the Company's business, is assigned to the

		competence of the Board of Directors by point 9.7.19 of the Charter of OAO "LUKOIL". The Company has in place a Procedure for Approving Major Transactions by the Subsidiaries of OAO "LUKOIL", approved by decision of the Management Committee of OAO "LUKOIL" on 14 December 2004 (Minutes No. 36), with amendments made by decision of the Management Committee of OAO "LUKOIL" of 17 October 2005 (Minutes No. 30). In accordance with this document the Management Committee should approve transactions being carried out by subsidiaries, except for transactions in which the counterparty is OAO "LUKOIL" and/or a subsidiary of OAO "LUKOIL", the subject of which is the acquisition, disposal or the possibility of disposal of fixed assets and/or intangible assets, provision of loans, credits, guarantees and suretyships, targeted financing, and also the receipt of loans and credits, if such transactions meet specific criteria related to the size of transactions in monetary terms, and also (for transactions with fixed assets and intangible assets) the percentage share of the value of fixed assets and/or intangible assets in the book value of the assets of the subsidiary.
41. The company's internal statutes specify the procedure for the coordination of operations that fall outside the normal course of business of the company.	De facto compliance	The decision of the Board of Directors of 14 December 2009 (Minutes No. 25) established that the Management Committee of OAO "LUKOIL" has the right, in the event of substantial changes to macroeconomic operating conditions, to make revisions to the Investment Programme of the LUKOIL Group for 2010, provided that these revisions are in accord with the strategic goals and objectives of the Company and are supported by financing, with subsequent coordination with the Strategy and Investment Committee of the Board of Directors of OAO "LUKOIL". The decision of the Board of Directors of 30 November 2010 (Minutes No.24) granted the Management Committee the right to revise the Investment Programme of the LUKOIL Group for 2011 in an amount not exceeding 10% of the investment expenses of the LUKOIL Group being approved thereby, provided that these revisions are in accord with the strategic goals and objectives of the Company and are supported by financing. Should such revisions exceed the level thus

		approved, they must be coordinated with the Strategy and Investment Committee of the Board of Directors of OAO "LUKOIL".
42. The executive bodies of the company do not include any person who is a participant, General Director (manager), member of management bodies, or employee of a legal entity that competes with the company.	Compliance	The executive bodies of OAO "LUKOIL" do not contain anyone who is a participant, General Director (manager), member of management bodies, or employee of a legal entity that competes with OAO "LUKOIL".
43. The executive bodies of the company do not contain persons who have been found guilty of crimes in the area of business activity or crimes against the state authorities, the interests of state service or service in local government, or who have been subjected to administrative penalties for offences in the area of business activity or in the area of finance, taxes and duties, or the securities market. If the functions of the individual executive body are performed by a management organisation or a manager, the general director and members of the management committee of the management organisation or the manager meet the requirements made on general director or members of the management committee of the company.	Compliance	The Company has no information to the effect that any person on the Management Committee has been found guilty of crimes in the area of business activity or crimes against the state authorities, the interests of state service or service in local government, or who has been subjected to administrative penalties for offences in the area of business activity or in the area of finance, taxes and duties, or the securities market.
44. The company's charter or internal documents prohibit the management organisation (manager) from performing similar functions in a competing company, and also from having a property relationship with the company, other than providing services as a management organisation (manager).	-	The Charter and internal documents do not foresee the possibility of transferring functions to a management organisation (manager).
45. The company's internal statutes specify that the executive bodies must refrain from actions that will or potentially could lead to a conflict between their interests and the interests of the company, and the obligation, in the event of the appearance of such conflict, to inform the Board of Directors of this.	Compliance	Pursuant to point 11.1 of the Charter of OAO "LUKOIL", in exercising their rights and performing their duties, Company officials shall act in the interests of the Company, and exercise their rights and perform their duties in respect of the Company reasonably and in good faith.
46. The company's charter or internal documents contain criteria for selecting the management organisation (manager).	-	See point 44.
47. The executive bodies provide monthly reports on their work to the board of directors	-	In accordance with article 69 of the Federal Law On Joint Stock Companies, the executive bodies of a joint stock company are subordinate to the Board of Directors, and thus the right of members of the Board of Directors to receive information on the work of the executive bodies is an inalienable right and requires no special stipulation.
48. The contracts concluded by the company with the general director (management company, manager) and the members of management establish liability for violation of the provisions on use of confidential and official information.	Compliance	In accordance with the contracts concluded with the members of the Management Committee of OAO "LUKOIL", the members of the Management Committee are obligated to keep the work of the Management Committee confidential and not to disclose information that becomes known to them in connection with the performance of their duties as a member of the Management Committee. These contracts also stipulate that members of the Management

		Committee are liable for losses caused to the Company as a result of their culpable actions (inaction) as members of the collective executive body of the Company. In accordance with the contract with the President of OAO "LUKOIL", the President is obligated to ensure the integrity of information that constitutes a state or commercial secret and other secrets protected by law. Point 11.2 of the Charter stipulates that officials of the Company are liable to the Company for losses caused to the Company by their culpable actions (inaction), unless other grounds and amounts of liability are established by federal laws.
Company secretary
49. The company has a designated official (i.e. the company secretary) who is responsible for ensuring the company's bodies and officials comply with procedural requirements guaranteeing the observance of the rights and legal interests of company shareholders.	Compliance	By decision of the Board of Directors of OAO "LUKOIL" of 29 August 2003 (Minutes No. 37), the duties of the corporate secretary were assigned to the Secretary of the Board of Directors - Head of the Office of the Board of Directors.
50. The company has a procedure in its charter or internal documents for appointing (electing) the company secretary and defining his/her responsibilities	Compliance	See point 49. The procedure for appointing the Secretary of the Board of Directors is established in point 2.1 of the Regulations on the Board of Directors of OAO "LUKOIL".
51. The company charter contains requirements on the candidates for the post of company secretary	-	See point 49.
Material corporate actions
52. The company charter or internal documents contain requirements on approving major transactions prior to their conclusion.	De facto compliance	Pursuant to point 9.7.17 of the Charter of OAO "LUKOIL", the competence of the Board of Directors includes approval of major transactions involving assets with a value of 25 to 50 percent of the book value of the Company's assets according to its financial statements as of the latest reporting date with the exception of transactions made during the usual course of the Company's business, transactions related to placement of the Company's ordinary shares by way of subscription (sale) and transactions related to placement of issuable securities convertible into the Company's ordinary shares.

53. Mandatory hiring of an independent appraiser to assess the	Compliance	Both transactions received the prior approval of the Board of Directors, and information on the relevant Board decisions was disclosed by OAO "LUKOIL" in the form of price sensitive announcements (disclosure of information that may have a significant effect on the price of shares of a joint stock company). Point 5.2.2 of the Regulations on the
market value of property that is the subject of a major transaction.		Organisation of Valuations in the Interests of the LUKOIL Group, approved by decision of the Management Committee of OAO "LUKOIL" of 23 June 2008 (Minutes No. 19) .
54. The company charter prohibits any actions during the acquisition of major shareholdings in the company (takeover) that are aimed at protecting the interests of the executive bodies (members thereof) and the members of the Board of Directors or worsening the position of shareholders compared to the current situation (specifically, until the end of the scheduled period for the acquisition of shares the Board of Directors is prohibited from passing a decision on the issue of additional shares, on the issue of securities convertible into shares, or securities conferring the right to purchase shares of the company, even if the right to adopt such a decision is granted thereto by the charter).	Compliance	For the purposes of complying with the requirements of article 84.6 of the Federal Law On Joint Stock Companies, point 9.7 of the Charter of OAO "LUKOIL" was amended to stipulate a restriction of the competence of the Board of Directors of OAO "LUKOIL" in cases where decisions on issues listed in this point can only be taken by the general meeting of shareholders in accordance with effective legislation.
55. The company charter contains requirements on mandatory hiring of an independent appraiser to assess the current market value of shares and possible changes in their market value as a result of a takeover.	-	This requirement is established by point 5.2.3 of the Regulations on the Organisation of Valuations in the Interests of the LUKOIL Group, approved by decision of the Management Committee of OAO "LUKOIL" of 23 June 2008 (Minutes No. 19).
56. The company charter does not release the buyer from the obligation to propose that shareholders sell their ordinary shares in the company (issuable securities convertible into ordinary shares) during a takeover	Compliance	Point 5.8 of the Charter of OAO "LUKOIL".
57. The company charter or internal statutes contain requirements on the mandatory hiring of an independent appraiser to determine the share conversion ratio during reorganisation	Compliance	Point 5.2.4 of the Regulations on the Organisation of Valuations in the Interests of the LUKOIL Group, approved by decision of the Management Committee of OAO "LUKOIL" of 23 June 2008 (Minutes No. 19).
Disclosure of information
58. An internal document has been approved by the board of directors that determines the company's rules and approaches to the disclosure of information (Regulations on Information Policy).	Compliance	Regulations on Information Policy of OAO "LUKOIL"
59. The company's internal documents contain requirements on disclosing information on the purposes of share offerings, on the parties that plan to purchase the offered shares (including major shareholdings), and whether the company's top officials will participate in the purchase of the offered shares in the company.	Compliance	Point 3.11 of the Regulations on Information Policy of OAO "LUKOIL".
60. The company's internal documents contain a list of information, documents and materials which should be provided to shareholders for resolution of the issues on the	Compliance	Point 5.6 of the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of

agenda of the general shareholders meeting. 61. The company has an Internet website and regularly discloses information on the company on this website.	Compliance	OAO "LUKOIL" The Company has websites in Russian and English; procedures for maintaining these sites are governed by the Regulations for the Maintenance of the OAO "LUKOIL" Internet Portals and Websites of LUKOIL Group Organisations.
62. The company's internal statutes contain requirements on the disclosure of information on transactions with parties designated by the charter as senior officials of the company and on transactions with organisations in which senior company officials own directly or indirectly an equity shareholding of 20 or more percent, or over which they can exert significant influence by other means	Compliance	Regulations on the activity of the structural divisions of OAO "LUKOIL" and the LUKOIL Group companies on ensuring the performance of obligations associated with the listing of the securities of OAO "LUKOIL" on the London Stock Exchange, point 4.1, Appendix No. 2 Information on one-time transactions or a series of transactions with related parties, if the amount of such transactions exceeds a particular threshold or are concluded outside the normal course of business, must be disclosed if this information could have a material effect on the exchange price of the securities. Information on operations with related parties is also regularly disclosed in the notes to the US GAAP financial statements of the LUKOIL Group.
63. The company's internal statutes contain requirements on disclosing information on all transactions that could have an effect on the market value of the company's shares.	Compliance	Point 4.1 of the Regulations on the activity of the structural divisions of OAO "LUKOIL" and the LUKOIL Group companies to ensure the performance of obligations associated with the listing of OAO "LUKOIL" securities on the London Stock Exchange.
64. The company has an internal document approved by the board of directors on the use of material information on the company's operations, the shares and other securities of the company, and transactions therewith, where such information is not publicly available and its disclosure may have a material effect on the market value of the company's shares.	Compliance	Section 7 of the Regulations on Information Policy of OAO "LUKOIL".
Control over the enterprise's financing and business activity
65. The board of directors has approved internal procedures for monitoring the company's financial and business activity.	Compliance	Regulations on Internal Audit in the LUKOIL Group, Regulations on Internal Controls and Internal Audit at OAO "LUKOIL".
66. The company has a special division responsible for ensuring compliance with internal control procedures (the control and audit service).	Compliance	The Main Division of Control, Internal Audit and Risk Management, whose main function is to ensure the effective functioning of the system of internal controls and internal audit in the LUKOIL Group (point 2.1 of the Regulations on the Main Division of Control and Internal Audit).
67. The company's internal statutes contain requirements that the board of directors determine the structure and composition of the company's control and audit service.	-	The Main Division of Control, Internal Audit and Risk Management is subordinate to the Company President. In this regard, the authorities of the

		Audit Committee of the Board of Directors of OAO "LUKOIL" include study of the system of internal controls at the Company and analysis of the effectiveness of the work of the Main Division of Control, Internal Audit and Risk Management, in order to report to the Board of Directors of the Company on the financial and business operations of the Company.
68. The control and audit service does not contain persons who have been found guilty of crimes in the area of business activity or crimes against the state authorities, the interests of state service or service in local government, or who have been subjected to administrative penalties for offences in the area of business activity or in the area of finance, taxes and duties, or the securities market.	Compliance	The Company has no information to the effect that any person who is an employee of the Main Division of Control and Internal Audit has been found guilty of crimes in the area of business activity or crimes against the state authorities, the interests of state service or service in local government, or who has been subjected to administrative penalties for offences in the area of business activity or in the area of finance, taxes and duties, or the securities market.
69. The control and audit service does not contain persons who are members of the company's executive bodies or persons who are participants, the general director (manager), members of the management bodies or employees of a legal entity that competes with the company	Compliance (since 20 July 2010)	Prior to 20 July 2010, the Head of the Main Division of Control and Internal Audit had been a member of the Management Committee of OAO "LUKOIL".
70. The company's internal statutes specify a deadline for submitting documents and materials to the control and audit service to assess financial and business operations, and also the liability of company officials and employees for the late submission of such documents and materials	De facto compliance	Documents and materials are provided to the control and internal audit service pursuant to the overall document flow procedure established by section 3 of the Instructions on Document Support for the Management Activity of OAO "LUKOIL", which among other things stipulates deadlines and monitoring of the execution of documents.
71. The company's internal statutes obligate the control and audit service to report to the audit committee regarding any violations discovered, and in the absence of such committee, to the board of directors of the company	Compliance	Point 4.9 of the Regulations on Internal Control and Internal Audit at OAO "LUKOIL"*
72. The company charter requires that the control and audit service perform a preliminary assessment of the advisability of performing operations that are not stipulated by the company's financial and business plan (unusual operations)	-	Point 3.17 of the Regulations on the Main Division of Control and Internal Audit stipulate that it participate in the approval process for investment projects with a total value in excess of the equivalent of USD 30 million, in accordance with the documents governing investing activity in the LUKOIL Group.
73. The company's internal statutes contain a procedure for agreeing unusual operations with the board of directors	Compliance	Point 9.7.20 of the Charter of OAO "LUKOIL".
74. The board of directors has approved an internal statute that determines the procedure for the audit commission to conduct audits of the company's financial and operating activities.	Compliance	Regulations on the Audit Commission of OAO "LUKOIL", approved by the General Shareholders Meeting of OAO "LUKOIL".
75. The audit committee evaluates the audit opinion before it is	Compliance	Point 3.1.7 of the Regulations on the

^* This note refers to the internal document in effect during the reporting year. As of the date this Annual Report is approved, the above document will have been invalidated and the Company has the Regulations on Internal Control and Internal Audit at OAO "LUKOIL" in place as approved by decision of the Board of Directors of OAO "LUKOIL" on 26 April 2011 (Minutes No.7). The adoption of the new document has not affected compliance with the respective provisions of the Corporate Governance Code indicated herein.

submitted to the shareholders at the general shareholders	Audit Committee of the Board of
meeting.	Directors of OAO "LUKOIL".

76. The board of directors has approved an internal statute that it uses when making recommendations on the amount of dividends (Regulations on Dividend Policy).	Compliance	Regulations on the Dividend Policy of OAO "LUKOIL".
77. The Regulations on Dividend Policy contain a procedure for determining the minimum share of the company's net profit to be used to pay dividends, and the conditions under which dividends are not paid or are not paid in full on preferred shares, the amount of dividends on which was determined by the company charter.	Compliance	Point 3.2 of the Regulations on the Dividend Policy of OAO "LUKOIL".
78. Information on the company's dividend policy and the amendments thereto are published in the periodical stipulated by the company charter for publishing notices on the holding of general meetings of shareholders, and this information is placed on the company's website.	Compliance	The Regulations on the Dividend Policy were approved by the Board of Directors of OAO "LUKOIL" on 29 August 2003 (Minutes No. 37). After approval of this document, information on it was published in the newspaper Vedomosti and other mass media. The Regulations on the Dividend Policy of OAO "LUKOIL" are published on the Company's website.

List of transactions carried out by OAO "LUKOIL" in 2010 that are recognised as major transactions in accordance with the Federal Law On Joint Stock Companies, and other transactions covered by the approval procedure for major transactions in accordance with the Charter of OAO "LUKOIL"

1. be f ion bm i d for i de ion Nu tra t t te t m r o ns ac su co ns ra	1
by he d o f ire Bo D t tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	he loa is T U S D 8, 0 0 0, 0 0 0, 0 0 0. t to n a mo un up
2. 2. Pr ice ( in b les ) t am ou n rou	T he loa is R U B 2 4 8, 8 9 9, 2 0 0, 0 0 0. t to n a mo un up
3. Na f p ies t me s o ar	O A O "L U K O I L " ( Le de ) n r
	( ) L U K I N T E R F I N A N C E B. V. Bo rro we r
be ic iar ies 4. Na f f me s o ne	-
5. Na f ion tra t me o ns ac	Su lem l a Lo Ag No 0 8 1 0 4 7 4 o f 1 8 Ju 2 0 0 8 ( he ina f he "A "). ta t to t ter t t p p en g ree me n an ree me n ne re g ree me n ,
6. Su b j f he ion t o t tra t ec ns ac	Pu he Ag d he Su lem l a he he Le de i l l p i de he Bo i h lv ing t to t t a t ta t t to, t t t rsu an ree me n n p p en g ree me n re n r w rov rro we r w a r ev o
	ia l-p loa ( i he in lum in ins lm ) i h f u be f ina he 3 0 De 2 0 1 1 Bo 's t ta ts t ter to to t sp ec urp os e n e r a p su m or en a m o p ce m r nc e rro we r w
	C ha ion he l a f de b he loa d U S D 5, 0 0 0, 0 0 0, 0 0 0 ( f ive b i l l ion ) im d he ter t t to ta t o t o t t e t a t t r op era s; mo un n n m ay n o xc ee a ny e, an
	de ke he fun ds ive d a d in he by he da d p he du in d ica d Bo ta to t to ter t t t tes t to t te rro we r u n r s rep ay re ce n p ay es reo n an ur su an p ro ce re
	in he Ag t t. ree me n
	da i h he lem l a he d ing f p in f he ip la inc in he In Su 1. 1 o Ag t t ta t, t t t t s t tes t ac co r nc e w p p en g ree me n n ew or o o ree me n an rea se w u
	f he loa S 8, 0 0 0, 0 0 0, 0 0 0. U D t o t to am ou n n
O he ia l f he ion 7. t ter ter t tra t r m a ms o ns ac	he Su lem l a in for fro he im f i ig ing d c i in l p f he Ag T ta t e ter to t t ts t tu tes teg t o t t. p p en g ree me n n s ce m e o s n an on s an ra ar ree me n ,
	T he he f he Ag in ha d. t ter t t r o r ms o ree me n em a un c ng e
1. Nu be f ion bm i d for i de ion tra t t te t m r o ns ac su co ns ra	2
by he d o f ire Bo D t tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	he loa is T U S D 8, 1 1 6, 8 5 6, 7 6 3. 5 0. t to n a mo un up
2. 2. Pr ice ( in b les ) t am ou n rou	T he loa is R U B 2 5 0, 0 0 0, 0 0 0, 0 0 0. t to n a mo un up
3. Na f p ies t me s o ar	O A O "L U K O I L " ( Le de ) n r
	i ( ) O O O L U K O I L- Ko Bo m rro we r
f be f ic iar ies 4. Na me s o ne	-
5. Na f ion tra t me o ns ac	Lo ( he ina f he "A "). t ter t t an ag ree me n re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	Un de he Ag he Le de i de he Bo i h ia l-p loa in R U B 2 5 0, 0 0 0, 0 0 0, 0 0 0 t t, t t t t u to r ree me n n r p rov s rro we r w a s p ec urp os e n an am ou n p
	he d i ion ip la d by he d he de ke he fun ds ive d d in Ag Bo t t t te t t, t ta to t to ter t on c on s s ree me n an rro we r u n r s rep ay re ce an p ay es u
	he by he da d p he du in d ica d in he Ag T he loa be fer d he Bo 's t t tes t to t te t t. tra to t reo n an ur su an p ro ce re ree me n n ma y ns re rro we r
	lem in lum in ins lm ba d o he i ins ion f he Bo t t t a t ta ts, t t ten tru t t se en cc ou n a p su m or en se n r c s o rro we r. w
	he loa is i de d for 3 1 be 2 0 4 0 inc lus ive i h a ly ion T De ter to t t o t n p rov a m up ce m r w n e ar rep ay me n p ,
O he ia l f he ion 7. t ter ter t tra t r m a ms o ns ac	he i l l p in he f he loa ive d hr ho he ire io d f a l u f he fun ds T Bo ter t o t t o t t t t t tua t rro we r w ay es n a mo un n rec e ou g u e n p er o c se o
	bo d u de he be de ine d in da i h he ke ing l icy for de in ing in Ag M Po t t, t a te to ter t t t ter ter t r tes rro we n r ree me n a ra m ac co r nc e w ar m es a
	loa be O A O "L O " a d he ian isa ion f he O Gr he ion f w h ic h w d U K I L Ru L U K I L tw t t t t on ns ee n n ss or g an s o ou p, ne w ve rs o as ap p rov e
	by de is ion f he M Co i f O A O "L U K O I L " 2 1 De be 2 0 0 9, i h bs dm d t t t tee t t a ts c o an ag em en mm o on ce m r w su eq ue n me n en an

d de da he i l l be i de d w i h w i i f ica ion f c ha in in da i h he ke ing T Bo M t t ten t t to ter t r tes t t t a n rro we r w p rov r n o o ng es es a ac co r nc e w ar Po l icy
i l l a h ly ba is he l de b d by he In Bo ter t w t t tua t o t es cc ru e o n a m on s on ac we rro we r.
he bo d fun ds be ing i de d f ina he de lop f he bs d he An ly i i l de i T Ro Tr T to t t o t t to tov ts. rro we ar e p rov nc e ve me n ma n e an a o p os
he loa be d for he ha ho in d ica d in he T Ag t t t t te t t. n m ay no us e p urp os es o r n se ree me n

In 2010 OAO "LUKOIL" did not perform transactions covered by the approval procedure for major transactions in accordance with the Charter of Open Joint Stock Company "Oil company "LUKOIL" (as amended on 12 August 2002, 26 June 2003, 24 June 2004, 24 January 2005, 28 June 2005, 28 June 2006 and 28 June 2007).

List of transactions recognised as interested-party transactions in accordance with the Federal Law On Joint Stock Companies performed by OAO "LUKOIL" in 2010

Interested-party transaction of OAO "LUKOIL" approved by the Annual General Shareholders Meeting of OAO "LUKOIL" of 24 June 2010 and concluded in 2010

be f he ion d by he 1. Nu t tra t t m r o ns ac ap p rov e	1
l Ge l S ha ho l de ' ing M t an nu a ne ra re rs ee
2. ice Pr	3 0 0 0 0 – ium for A; 3 9, 3 4 0 0 0 – ium for R U B 5, R U B 5, B. to to up p rem co ve rag e up p rem co ve rag e
f p ies 3. Na t me s o ar	i l ( ) O A O Ka In In ta p su ran ce sur er
	O A O "L U K O I L " ( Po l icy ho l de ) r
4. f be f ic iar ies Na me s o ne	de A he i de be f he d o f ire be f he Co i f O A O "L O ", Un Pr Bo D M U K I L t t, t tor t t t tee r c ov era g e es n me m rs o ar c s, me m rs o an ag em en mm o –
	he l is ive in he d ix he l icy d lso in d iv i du l w ho ie d he for ion d p i ion O A O t to t t g t to t t t t t p ur su an n ap p en p o an a an a o cc up a em en e os s a y ,
	"L O " in he i l l o he in he fu U K I L t t o t t tur p as r w cc up y m e.
	Un de B O A O "L U K O I L ". era e r c ov g –
5. Na f ion tra t me o ns ac	Po l icy ( ) ins ing he l ia b i l i f d ire f f ice d c ion tra t t ty tor t co n c on ur o c s, o rs an orp ora s.
6. Su b j f he ion t o t tra t ec ns ac	T he Po l icy ho l de de ke he ins ium by he da b l is he d in he d ly i h he l ta to t t te ta t tra t a to t t tra tua r u n r s p ay ur an ce p rem es co n c n co mp w co n c
	d he de ke ins la im in da i h he l he f a ins d In ter t ta to t t tra tua ter t ms an sur er un r s p ay ur an ce c s ac co r nc e w co n c ms o n o cc urr en ce o n ur e ,
	t. ev en
	f ire d f f ice ins he los f e h a d e ire d f f ice f is ing Co A "In D O " D O O A O "L U K O I L " a tor t tor ve rag e su ran ce o c s a n rs ur es ses o ac n ve ry c an r o r
	fro la im in i ia l ly f i le d a ins he du ing he ins io d ( f fec ive f he l icy ) he d isc io d ( 3 0- t t t t t ter t t m c s g a se p ers on s r ur an ce p er e m o p o or ov ery p er a
	da io d be inn ing he ira ion f he ins io d, i f he is d ), for l o l leg d im ion Co t t t t tra t t r t p er g on ex p o ur an ce p er n c no en ew e an rea r a e p rop er ac s y y
	du ing he ir p for f he lev fun ion ire d O f f ice f O A O "L O ". D U K I L t t t t tor r er ma nc e o re an c s a s c s a n rs o
	Co B "In f Co L ia b i l i " ins he los f O A O "L U K O I L " a is ing fro la im ion f los te ty t t ve rag e su ran ce o rp ora ur es ses o r m c s o n c om p en sa o ses on
	i ies f O A O "L O " in i ia l ly f i le d ins O A O "L O " a d /or la im in i ia l ly f i le d ins he ire O f f ice U K I L U K I L D t t t t t t tor sec ur o ag a n c s ag a c s o r rs,
	he O A O "L U K O I L " is b l ig d d he D ire O f f ice for inc d he by l f he te te t tor t t o t w re o a an ma y co mp en sa c o r r e xp en ses ur re re a s a re su
	ion f los de he la im f i le d. t t co mp en sa o ses un r c s
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	he for ing he fun ion f he i de be f he d f ire d i f T Pr Bo D M Co O A O t t t t, t tor t t tee p ers on s p er m c s o es n me m rs o ar o c s a n an ag em en mm o
	"L U K O I L " a im l ly be f ic iar ies de he ion tan t tra t re s u eo us ne un r ns ac
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	he l icy is f fec ive fro 1 9 ly 2 0 1 0 1 8 ly 2 0 1 1 inc lus ive T Ju Ju t to p o e m
	he ium de l ies in l m h o f he ire d f f ice in d ica d in he l is ive in he d ix T A D O to t tor te t t g t p rem un r c ov era g e ap p eq ua ea su re ea c c s a n rs n ap p en

he l icy to t p o
T he l ia b i l i l im i is lea U S D 5 0, 0 0 0, 0 0 0 ( l a l im i for A d B, inc lu d ing leg l de fen ). ty t t t to ta te t ts a s g g reg a co ve rag e an a ce co s
A l l s lem de in b les he ha f he k o f ia he da he he inv ice is iss d. Ba Ru t t ts t t te t t te t e en are m a rou a ex c ng e r a o n ss on w n o ue

Interested-party transactions of OAO "LUKOIL" approved by the Board of Directors of OAO "LUKOIL" and concluded in 2010

1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e	1
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	he im lue f he ion is ha T U S D 4 4 5, 0 0 0, 0 0 0. te t tra t t ap p rox a va o ns ac no m or e n
ice ( in ) 2. 2. Pr R U B t am ou n	he im lue he ion is ha T f R U B 1 3, 0 1 1, 8 0 0, 0 0 0. te t tra t t ap p rox a va o ns ac no m or e n
3. Na f p ies t me s o ar	O A O "L U K O I L " ( Bu ) y er
	he ica l ( l ler ) L U K O I L C B. V. Se m
f be f ic iar ies 4. Na me s o ne	-
5. Na f ion tra t me o ns ac	S ha ha in Z A O L U K O I L- Ne f k h im ( he ina f he "A "). t te ter t t re p ur c se ag ree me n re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	T he Se l ler l ls 2 7 6, 2 5 0 o d ina is d s ha d 3 0 0 p fer d r is d s ha in Z A O L U K O I L- Ne f k h im i ing 6 5 % ter ter te t tu t se r ry reg e res an re re eg e res co ns , f he l n be f p lac d a d o d ing ha f he Co i h a lue f 2, 0 0 0 e h ( he ina f he "S ha ") R U B t to ta ts tan t t ter t to o um r o e n u s res o mp an y, w p ar va o ac re res he Bu d fer l l r ig h d o b l ig ion ia d w i h he S ha d he Bu bu d a l l r ig h d o b l ig ion t tra ts t te t t t ts ts t y er, an ns s a an a s a sso c res an y er y s a n cc ep a an a s , ia d i h he ha d for he ha he d i ion he du d by he da in d ica d in he S S te t t t t t t to t t tes te t as so c res an p ay s res o n c on s, p ur su an p ro ce re an w , Ag d e f fec ive Ru ian leg is la ion t a t t ree me n n ss
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	A lex de ic h be f he Co i f O A O "L O ", is im l ly he C ha irm f he Ku M M U K I L ty tsy t t t tee tan t t an r zm a n, a m em r o an ag em en mm o s u eo us an o iso d o f he ica l Su Bo L U K O I L C B. V. p erv ry ar m bo i ko lae ho ba be f he i f is he f lex de ic h Ly N K M Co O A O "L U K O I L ", A Ku t t t tee t vn a a me m r o an ag em en mm o sp ou se o an r zm u v , he C ha irm f he Su iso d o f O C he ica l M Bo L U K I L B. V ty tsy t t a n, an o p erv ry ar m
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	he i le he ha d l l r la d ig h d b l ig ion i l l be fer d he fro he im he he d ing T S Bu t t to t te ts t tra to t t t t res an a e r an o a s w ns re y er m e w n c orr esp on ies de by he Re is in he Re is f o f he Co 's is d s i ies T he Bu i l l p for i b l ig ion tr t tra t ter t ter t ts t en ar e m a g r g o wn ers o mp an y reg e ec ur y er w er m o a he f he ha he l ler in f f c h p i h in ( ) bu ine da f he da f c lus ion f he Co S Se 7 to t t o t to t t w t ter t te t p ay s res a o ne -o as ay me n sev en s ss s a o on c o y Ag t. ree me n
1. be f he ion d by he Nu t tra t t m r o ns ac ap p rov e	2
d o f ire Bo D tor ar c s
2. 1. Pr ice ( in U S D ) t am ou n	T he lea is U S D 8, 6 3 4. 6 0 p h, lus V A T f U S D 1, 5 5 4. 2 0. t t se p ay me n er mo n p o
2. 2. Pr ice ( in R U B ) t am ou n	T he lea is R U B 2 6 0, 5 9 3. 2 0 p h, lus V A T f R U B 4 6, 9 0 6. 7 8. t t se p ay me n er mo n p o
3. f p ies Na t me s o ar	O A O k ( ) Ba Pe Le tro n co mm erc e sse e
	( ) O A O "L U K O I L " Le sso r
4. Na f be f ic iar ies me s o ne	-
5. Na f ion tra t me o ns ac	Su lem l Le Ag No 0 5 1 0 0 4 1 f 1 2 Jan 2 0 0 5 i de ia l ise ( he ina f he ta t to t t ter t p p en ag ree me n ase ree me n o ua ry on n on -re s n p rem s re
	"). "A t g ree me n
b j f he ion 6. Su t o t tra t ec ns ac	2, he he i de for he f he i de ia l p ise i h a l a f Pu Ag Le Le 1 8 0 m t to t t, t t tem t t t to ta rsu an ree me n sso r p rov s p ora ry us e o sse e n on -re s n rem s w rea o
	loc d in he bu i l d ing he d dre 3 kr ky bu lva b l dg 1, Po M te t t t a a a ss: ov s r, os co w.

	Pu he Su lem l a he Ag fro 1 Ap i l 2 0 1 0 he lea for f he i de ia l p ise t to t ta t to t t, t t t t rsu an p p en g ree me n ree me n m r se p ay me n us e o no n-r es n rem s i l l de fro h, lus f h, lus f R U B 3 0 2, 5 4 2. 3 5 a V A T R U B 5 4, 4 5 7. 6 2, R U B 2 6 0, 5 9 3. 2 0 a V A T R U B 4 6, 9 0 6. 7 8. t to t w cre ase m m on p o m on p o
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	lex de ic h be f he i f is im l ly be f he A Ku M M Co O A O "L U K O I L ", ty tsy t t t tee tan t an r zm a n, a m em r o an ag em en mm o s eo us a m em r o u
	d o f ire f O A O k Bo D Ba Pe tor tro ar c s o n co mm erc e.
	bo i ko lae ho ba be f he i f is he f lex de ic h Ly N K M Co O A O "L U K O I L ", A Ku t t t tee t vn a a me m r o an ag em en mm o sp ou se o an r zm u v ,
	be f he d o f ire f O A O k M Bo D Ba Pe ty tsy t tor tro a n, a m em r o ar c s o n co mm erc e.
	i d l do ic h du be he i is im l ly he ha irm he Le Ar Fe f M Co f O A O "L U K O I L ", C f t t t tee tan t t on no n, a m em r o an ag em en mm o s eo us an o v u
	d o f ire f O A O k Bo D Ba Pe tor tro ar c s o n co mm erc e.
	Se i An l iev ic h M i k ha i lov be f he Bo d o f D ire f O A O "L U K O I L ", is im l ly be f he Bo d o f to t tor tan t rg e a a m em r o ar c s o s u eo us a m em r o ar ,
	ire f O A O k D Ba Pe tor tro c s o n co mm erc e.
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	l l o he f he in ha d. A Co t ter t tac t r r ms o n em a un c ng e
	T he Su lem l a in for fro he da f s ig ing ta t e ter to t te p p en g ree me n n s ce m o n
1. be f he ion d by he Nu t tra t t m r o ns ac ap p rov e	3
d o ire Bo f D tor ar c s
2. 1. Pr ice ( in U S D ) t am ou n	T he im lue f he ion is U S D 3 5 0, 0 0 0. te t tra t ap p rox a va o ns ac
2. 2. Pr ice ( in R U B ) t am ou n	T he im lue f he ion is R U B 1 0, 4 5 4, 5 0 0. te t tra t ap p rox a va o ns ac
3. f p ies Na t me s o ar	O A O "L O " ( Se l ler ) U K I L
	( ) Z A O L U K O I L B A L T I J A Bu er y
4. Na f be f ic iar ies me s o ne	-
5. Na f ion tra t me o ns ac	Su lem l a Su ly Co No 0 7 1 0 1 4 1 o f 1 3 M h 2 0 0 7 ( he ina f he "C "). ta t to tra t ter t tra t p p en g ree me n p p n c arc re on c
6. Su b j f he ion t o t tra t ec ns ac	Un de he Co he Se l ler l ies 5 0, 0 0 0 f b i he d c d i ion ip la d by he Co d he t tra t, t to ton tum t ter t t te t tra t, t r n c su p p up ne s o en on ms an on s s u n c an
	de ke for he ds ive d by he da d a d ing he du in d ica d in he Bu Co ta to t t tes to t te t tra t. er un r s p ay g oo re ce an cc or p ro ce re n c y
	Ac d ing he Su lem l a he ly de d l ine de he Co de d u i l 3 1 2 0 1 1 inc lus ive in Jan to t ta t, t t tra t a ten t co r p p en g ree me n su p p a s u n r n c re ex n ua ry ,
	da i h he lum f s l ies d u by he ies h ly ba is. Pa t t t t t ac co r nc e w vo es o up p ag ree p on r on a mo n s
7. Gr ds for in d p ta tus ter te ty es ou n s as an ar	Va ler Se ic h Su b bo in, be f he M Co i f O A O "L U K O I L ", is im l ly be f he t t t t tee tan t ee em em en eo me y rg v a m r o an ag mm o s u us a m r o
	Su iso d o f A O O A A. Bo Z L U K I L B L T I J p erv ry ar
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	A l l o he f he Co in ha d. t ter t tra t r r ms o n c em a un c ng e
	he lem l a in for fro he im f i ig ing T Su ta t e ter to t t ts p p en g ree me n n s ce m e o s n
be he ion d by he 1. Nu f t tra t t m r o ns ac ap p rov e	4
d o f ire Bo D tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	he im lue f he ion is S 9 0, 0 0 0, 0 0 0. T U D te t tra t ap p rox a va o ns ac
ice ( in ) 2. 2. Pr R U B t am ou n	he im lue f he ion is T R U B 2, 6 8 8, 3 0 0, 0 0 0. te t tra t ap p rox a va o ns ac
f p ies 3. Na t me s o ar	( l ler ) O A O "L U K O I L " Se
	A O O A A ( ) Z L U K I L B L T I J Bu y er
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	lem l a ly f bru ( he ina f he "). Su Su Co No 0 7 1 0 0 8 8 o 1 6 Fe 2 0 0 7 "C ta t to tra t ter t tra t p p en g ree me n p p n c ary re on c
b j f he ion 6. Su t o t tra t ec ns ac	he he l ler i l l de l ive d ies l fue l in he de ine d in d ix he he Pu Co Se Ap No 3 Co t to t tra t, t t t ter to t tra t, t ter rsu an n c r e am ou n m p en n c on ms w
	d d i ion ip la d by he Co d he de ke for he ds ive d by he da d d ing he Bu t t te t tra t, t ta to t t tes to t an co n s s u n c an y er un r s p ay g oo re ce an ac co r
	du in d ica d in he Co te t tra t. p ro ce re n c Ac d he Su lem l a he de d l ine de he Co de d u i l 3 1 2 0 1 1 inc lus ive in
	ing ly Jan to t ta t, t t tra t a ten t co r p p en g ree me n su p p a s u n r n c re ex n ua ry ,

	da i h he lum f s l ies d u by he ies h ly ba is. Pa t t t t t ac co r nc e w vo es o up p ag ree p on r on a mo n s
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	ler ic h b bo in, be f he i f is im l ly be f he Va Se Su M Co O A O "L U K O I L ", t t t t tee tan t rg ee a m em r o an ag em en mm o s eo us a me m r o y v u Su iso d o f A O O A A. Bo Z L U K I L B L T I J p erv ry ar
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	A l l o he f he Co in ha d. t ter t tra t r em e r ms o n c a un c ng he Su lem l a in for fro he im f i ig ing T ta t e ter to t t ts p p en g ree me n n s ce m e o s n
be f he ion d by he 1. Nu t tra t t m r o ns ac ap p rov e	5
Bo d o f D ire tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	he lea is S 2, 4 8 1. 1 0 p h, lus A f S 4 4 6. 6 0. T U D V T U D t t se p ay me n er mo n p o
2. 2. ice ( in ) Pr R U B t am ou n	he lea is 4, 1 1 0. 1 h, lus A f 1 3, 3 3 9. 8 3. T R U B 7 7 p V T R U B t t se p ay me n er mo n p o
f p ies 3. Na t me s o ar	de de f i isa ion h le ic lu b ( ) In No Pr Or L U K O I L A C Le t t t t t p en n n- o g an sse e O A O "L U K O I L " ( Le ) sso r
4. f be f ic iar ies Na me s o ne	-
f ion 5. Na tra t me o ns ac	Su lem l Ag 0 6 1 0 1 4 6 f 1 bru 2 0 0 6 i de ia l ise ( he ina f he Le No Fe ta t to t t ter t p p en ag ree me n ase ree me n o ary on n on -re s n p rem s re "A "). t g ree me n
6. Su b j f he ion t o t tra t ec ns ac	Pu he Ag he Le i de for he f he Le i de ia l p ise i h l a f 6 3. 3 t to t t, t t tem t t t to ta rsu an ree me n sso r p rov s p ora ry us e o sse e n on -re s n rem s w a rea o 2, loc d in he bu i l d ing he d dre kr ky bu lva b l dg 3 Po 1, M te t t t m a a a ss: ov s r, os co w.
	Pu he Su lem l a he Ag fro 1 Fe bru 2 0 1 0 he lea for f he i de ia l t to t ta t to t t, t t t t rsu an p p en g ree me n ree me n m ary se p ay me n u se o n on -re s n ise i l l de fro h, lus f h, lus f R U B 8 3, 5 4 2. 3 6 V A T R U B 1 5, 0 3 7. 6 2, R U B 7 4, 1 1 0. 1 7 V A T R U B t to t p rem s w cre ase m a m on p o a m on p o 1 3, 3 3 9. 8 3.
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	An ly A lex ic h ka len ko be f he Co i f O A O "L O ", is im l ly be f he M M U K I L to t t t tee tan t a ee v os a m em r o an ag em en mm o s u eo us a m em r o , iso d o f he de de f i isa ion h le ic lu b. Su Bo In No Pr Or L U K O I L A C t t t t t t p erv ry ar p en n n- o g an
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he Su lem l a in for fro he da f s ig ing ta t e ter to t te p p en g ree me n n s ce m o n
1. be f he ion d by he Nu t tra t t m r o ns ac ap p rov e d o f ire Bo D tor ar c s	6
2. 1. Pr ice ( in U S D ) t am ou n	T he lea is U S D 2, 1 8 4. 6 0 p h, lus V A T f U S D 3 9 3. 2 3. t t se me er p ay n mo n p o
2. 2. Pr ice ( in R U B ) t am ou n	T he lea is R U B 6 5, 2 5 4. 2 3 p h, lus V A T f R U B 1 1, 7 4 5. 7 6. t t se p ay me n er mo n p o
3. Na f p ies t me s o ar	O A O "L U K O I L " ( Le ) sso r
	f i isa ion ion d ( ) No Pr Or L U K O I L- G A R A N T No S Pe Fu Le t t ta te n- o g an n- ns n sse e
f be f ic iar ies 4. Na me s o ne	-
5. Na f ion tra t me o ns ac	Su lem l Le Ag No 0 7 1 0 1 2 2 f 1 4 Fe bru 2 0 0 7 i de ia l p ise ( he ina f he ta t to t t ter t p p en ag ree me n ase ree me n o ary on n on -re s n rem s re "). "A t g ree me n
b j f he ion 6. Su t o t tra t ec ns ac	2, he he i de he for he i de ia l p ise i h a l a f Pu Ag Le Le 5 6 m t to t t, t to t tem t t t to ta rsu an ree me n sso r p rov s sse e p ora ry us e no n-r es n rem s w rea o th ly 1, 2 a d 3, loc d ( d ing he f he f hn ica l ) in ise he f loo No Bu Te Inv Pr No I o 5 te to t t o t tor t na me ro om s n a ac co r p as sp or rea u o c en y em s n r f i l d ing he d dre ky bu lva Bu A 1 1 Sr M t t ten o a a ss: e s r, os co w. he Su lem l a he Ag fro 1 h 2 0 1 0 he lea for f he i de ia l p ise Pu M t to t ta t to t t, t t t t rsu an p p en g ree me n ree me n m arc se p ay me n us e o no n-r es n rem s i l l de fro h, lus f h, lus f R U B 7 6, 3 2 7. 6 7 a V A T R U B 1 3, 7 3 8. 9 8, R U B 6 5, 2 5 4. 2 3 a V A T R U B 1 1, 7 4 5. 7 6. t to t cre ase m m on p o m on p o w
7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	A lex de Ku ic h M be f he M Co i f O A O "L U K O I L ", is im l ly be f he Fu d ty tsy t t t tee tan t an r zm a n, a m em r o an ag em en mm o s u eo us a m em r o n d o f O O G A A Bo N N P F L U K I L- R N T. ar

	bo i ko lae ho ba be f he i f is he f lex de ic h Ly N K M Co O A O "L U K O I L ", A Ku t t t tee t vn a a me m r o an ag em en mm o sp ou se o an r zm u v , be f he d d o f O O G A A M Fu Bo N N P F L U K I L- R N T. ty tsy t a n, a m em r o n ar
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he Su lem in for fro he da f s ig ing tar t e ter to t te p p en y ag ree me n n s ce m o n
1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e d o f ire Bo D tor ar c s	7
ice ( in ) 2. 1. Pr U S D t am ou n	he f he h ip i bu ion is lus f T U S D 1, 4 2 9, 5 8 4. 4 0, V A T U S D 2 5 7, 3 2 5. 2 0. t o t tr t am ou n sp on so rs co n p o
2. 2. Pr ice ( in R U B ) t am ou n	T he f he h ip i bu ion is R U B 4 2, 3 7 2, 8 8 1. 3 6, lus V A T f R U B 7, 6 2 7, 1 1 8. 6 4. t o t tr t am ou n sp on so rs co n p o
3. Na f p ies t me s o ar	O A O "L U K O I L " ( Sp ) on so r j in k c k ba l l lu b ( lu b ) Op Sp M Fo C C t s toc ta t en o om p an ar os co o y w
f be f ic iar ies 4. Na me s o ne	-
5. Na f ion tra t me o ns ac	Sp h ip As is Co ( he ina f he "C "). tan tra t ter t tra t on sor s s ce n c re on c
6. Su b j f he ion t o t tra t ec ns ac	In da i h he Co he Sp i l l p i de h ip is he C lu b, im d a ing he C lu b 's fes ion l t t tra t, t tan to t t p t ac co r nc e w n c on so r w rov sp on so rs as s ce a e rep ar p ro s a for ion l c i ion ( he ian ha ion h ip, ian ) d in ion l c i ion in da i h he Ru C Ru Cu tsm t t t t ter t t t t t sp or en n a a om p e s ss mp s ss p an na a om p e s ac co r nc e w f f ic ia l c len da f c i ion he d i ion f he d iss ina ion f he dv is ing f he Sp t t t t t t t t t o a r o om p e s, on co n o em o a er o on so r.
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	i d Ar l do ic h du be f he Co i f O A O "L O ", is im l ly he C ha irm f he Le Fe M U K I L t t t tee tan t t on no v n, a m em r o an ag em en mm o s u eo us an o d o f ire f k d h is br he dr i l do ic h du is be f he d o f ire f Bo D O A O F C Sp M An Ar Fe Bo D tor ta t t tor ar c s o ar os co an o r e no n a m em r o ar c s o w, v O A O C Sp k F M ta ar os co w. A lex de Ku ic h M be f he M Co i f O A O "L U K O I L ", is im l ly be f he Bo d ty tsy t t t tee tan t an r zm a n, a m em r o an ag em en mm o s u eo us a m em r o ar f ire f O A O C Sp k D F M tor ta o c s o ar os co w. Ly bo N i ko lae K ho ba be f he M Co i f O A O "L U K O I L ", is he f A lex de Ku ic h t t t tee t u v vn a a me m r o an ag em en mm o sp ou se o an r zm , be f he d o f ire f k M Bo D O A O F C Sp M ty tsy t tor ta a n, a m em r o ar c s o ar os co w. Se i An l iev ic h M i k ha i lov be f he Bo d o f D ire f O A O "L U K O I L ", is im l ly be f he Bo d o f to t tor tan t rg e a a m em r o ar c s o s u eo us a m em r o ar , ire f k D O A O F C Sp M tor ta c s o ar os co w. Dz he Kr i ko ic h C he loy be f he M Co i f O A O "L U K O I L ", is im l ly be f he ts, t t t tee tan t va n rov an a me m r o an ag em en mm o s u eo us a m em r o d o f ire f k Bo D O A O F C Sp M tor ta ar c s o ar os co w. he in for fro he im f i ig ing d i l l r in in f fec i l he ies for he ir l T Co Pa tra t e ter to t t ts t u t t t t tra tua n c n s ce m e o s n an em a e n r p er m co n c w , b l ig ion in fu l l. t o a s
1. be f he ion d by he Nu t tra t t m r o ns ac ap p rov e Bo d o f D ire tor ar c s	8
2. 1. Pr ice ( in U S D ) t am ou n	T he lea ls U S D 5 6, 7 4 1. 9 9 p h, lus V A T f U S D 1 0, 2 1 3. 6 0. t e t se p ay me n q ua er mo n p o
2. 2. ice ( in ) Pr R U B t am ou n	he lea ls 1, 6 8 1, 8 3 2. 8 p h, lus A f 3 0 2, 2 9. 8 6. T R U B 5 V T R U B 7 t e t se p ay me n q ua er mo n p o
3. f p ies Na t me s o ar	A O O f k h im ( ) Z L U K I L- Ne Le te sso r O A O "L U K O I L " ( Le ) sse e
4. Na f be f ic iar ies me s o ne	-
5. Na f ion tra t me o ns ac	Su lem l a Pr Le Ag No 0 9 1 0 2 4 7 o f 2 8 Ap i l 2 0 0 9 ( he ina f he "A "). ta t to ty t ter t t p p en g ree me n a op er ase ree me n r re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	da i h he Ag f 1 h 2 0 0 9, he i de for fee d he for In M Le Le t t t o t t ts tem ty ac co r nc e w ree me n arc sso r p rov s a an sse e a cc ep p ora ry us e p rop er ( i ice ip i in ior d ) loc d in he bu i l d ing he d dre l. ls ha dy ka fur f f f éc 3 Bo Or M tur t, tem ter te t t t n e, o e q me n s o or a a a ss: a n os co a s u u y w, , in d ica d in Ap d ix 1 he Ag No te to t t. p en ree me n In da i h he Su lem l a t t ta t: ac co r nc e w p p en g ree me n

	3 1 Jan 2 0 1 0 he Le i l l r d he Le i l l a ( fax h ine lep ho i i ) t tur t t p ty te tor tem ts, tc. - o n ua ry sse e w e n a n sso r w cc ep rop er m ac s, ne s, mo n s, sy s un e de f a t o tan un r a n a c cc ep ce ;
	fro 1 bru 2 0 1 0, he lea i l l be du d by 1, 6 4 0. 2 h, lus A f 2 9 2 4. he h ly lea Fe R U B 5 p V T R U B 5. T t t w t t m ary se p ay me n re ce er mo n p o m on se - i l l e l lus f R U B 1, 6 8 1, 8 3 2. 5 8, V A T R U B 3 0 2, 7 2 9. 8 6. t w p ay me n q ua p o
7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	V la d im ir Iv ic h Ne kr be f he M Co i f O A O "L U K O I L ", is im l ly he C ha irm f he t t t tee tan t t an ov aso v, a m em r o an ag em en mm o s u eo us an o Su iso d o f A O O f k h im Bo Z L U K I L- Ne te p erv ry ar
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	A l l o he f he Ag in ha d. t ter t t r r ms o ree me n em a un c ng e he lem l in for fro he da f s ig ing T Su Ag ta t e ter to t te p p en ree me n n s ce m o n
be f he ion d by he 1. Nu t tra t t m r o ns ac ap p rov e d o f ire Bo D tor ar c s	9
2. 1. ice ( in S ) Pr U D t am ou n	he im f he iss ion fee is S 4, 3 1 8, 4 8 8. 0. T U D 5 te t o t ap p rox a am ou n co mm
ice ( in ) 2. 2. Pr R U B t am ou n	he im f he iss ion fee is T R U B 1 2 8, 0 0 0, 0 0 0. te t o t ap p rox a am ou n co mm
f p ies 3. Na t me s o ar	( inc ip l ) O A O R I T E K Pr a O A O "L O " ( Co iss ion Ag ) U K I L t mm en
4. f be f ic iar ies Na me s o ne	-
f ion 5. Na tra t me o ns ac	Co iss ion Ag ( he ina f he "A "). t ter t t mm ree me n re g ree me n
b j f he ion 6. Su t o t tra t ec ns ac	he he iss ion de ke ion he inc ip l ins ion d for fee Pu Ag Co Ag Pr 's t to t t, t t u ta to t tra t t tru t rsu an ree me n mm en n r s ca rry ou ns ac s, on a c s a n a on , he le f Sr dn hu ly ky i l in i bu he d in he in f he inc ip l. K Pr t t s ts t a t t t ter ts t ex p or a o e e- ms o ow n n am e, ex p en se an es o a
7. Gr ds for in d p ta tus ter te ty es ou n s as an ar	Va ler Isa ko ic h Gr fer he C ha irm f he Bo d o f D ire f O A O "L U K O I L ", is im l ly he C ha irm f he Bo d t t tor tan t t eo y a v ay an o ar c s o s u us an o ar , f ire f O A O d is lso he fa he f len ler iev ko be f he Co i f O A O D R I T E K, E Va Pa M tor t t t t t tee o c s o an a r o a na na va a m em r o an ag em en mm o , R I T E K.
	V la d im ir V i l iev ic h M ly k, be f he M Co i f O A O "L U K O I L ", is im l ly be f he Bo d ta t t t tee tan t u a a m em r o an ag em en mm o s u eo us a m em r o ar f ire f D O A O R I T E K. tor o c s o
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	he in for fro he im f i ig ing d w i l l r in in for i l bru d a ds l T Ag 2 8 Fe 2 0 1 1, t e ter to t t ts t tua ree me n n s ce m e o s n an em a ce un ary an s r eg ar m u , lem i l he ha be le d in fu l l. he iss ion fee is 1 8 0 p f o i l s h ip d he bu lus T R U B t t ts t t te t ton to t se en un y ve en co mp co mm er ne ne o p e y er, p – in he f f he iss ion fee V A T 1 8 % t t o t am ou n o co mm
1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e d o f ire Bo D tor ar c s	1 0
ice ( in ) 2. 1. Pr E U R t am ou n	d a l l r b le d do d e ia d w i h he for f he Gu ( leg l e E U R 1 5, 0 0 0, 0 0 0, te te t t t tee t an ea so na an cu me n xp en ses as so c p er ma nc e o ara n a xp en ses co ur , d a dm in is ive iv ing de ). ts, tra t t o co s an ex p en ses on re ce a co ur r r
2. 2. ice ( in ) Pr R U B t am ou n	6 3 2, 2 0, 0 0 0, d l l r b le d do d ia d i h he for f he Gu ( leg l e R U B 5 te te t t t tee an a ea so na an cu me n ex p en ses a sso c w p er ma nc e o ara n a xp en ses , d a dm in is ive iv ing de ). t c ts, tra t t o co ur os an ex p en ses on re ce a co ur r r
3. Na f p ies t me s o ar	O A O "L U K O I L " ( Gu ) tor ara n
	in k c O ie ( Se l ler ) Jo R L E N L t s toc tuv om p an y a
f be f ic iar ies 4. Na me s o ne	( ) U A B L U K O I L B A L T I J A Bu er y
f ion 5. Na tra t me o ns ac	f ( he ina f he "). Co Gu "G tra t o tee ter t tee n c ara n re ua ran
b j f he ion 6. Su t o t tra t ec ns ac	ing he im ly for f he b l ig ion f de le- ha leu En U A B L U K O I L B A L T I J A t t t t o t ts tro su r e p er ma nc e o p ay me n a s o un r s a p ur c se ag ree me n on p e m du lu de d in be 2 0 0 9 d be lu de d du ing 2 0 1 0 be he Se l ler d he inc lu d ing la De Bu ts to tw t t te t p ro c co nc ce m r an c on c r ee n an y er, p ay me n

	in ion d a he b l ig ion ha ise fro he in d ica d s le- ha T he ter t, ts, t t tar t t t a t te ts. es co s re mu ne ra ex p en ses an ny o r m on e y o a s r m a p ur c se ag ree me n , l ia b i l i de he is l im i d l o f lus l l r b le d do d Gu 's Gu E U R 1 5, 0 0 0, 0 0 0, tor ty t tee te to to ta te ara n un r ara n a p a ea so na an cu me n ex p en ses ia d w i h he for f he Gu ( leg l e d a dm in is ive iv ing de ). te t t t tee t c ts, tra t t o as so c p er ma nc e o ara n a xp en ses co ur os an ex p en ses on re ce a co ur r r ,
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	ler Se ic h Su b bo in, be f he Co i f O A O "L O ", is im l ly be f he Va M U K I L t t t t tee tan t y rg ee v a m em r o an ag em en mm o s u eo us a me m r o iso d o f Su Bo Z A O L U K O I L B A L T I J A. p erv ry ar
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	f he do fu l f i l i b l ig ion he i l l be ire d he l ler he de b f he i h in da f he I Bu Gu Se Bu 1 4 t t ts t t tor to t t t o t t ter t y er es no o a s, ara n w re q u p ay y er w y s a ip f he f irs i ice fro he Se l ler ha he Bu d i d n for i b l ig ion t o t t w t ten t t t t t t p ts t o t rec e r no m y er o er m p ay me n a s. he i l l be l i d fro he im f i ig ing i l h ic h is he las da ha he l ler ise la im i h T Gu 3 1 Jan 2 0 1 1, Se tee t t ts t t t t t t t ara n w va m e o s n un ua ry w y ca n r a a c w he Gu t tor ara n he is inu ing h ic h w i l l r in in for i l a l l g d p b l ig ion f he he l ler T Gu Bu Se tee t tee t tee t o t t to t ara n a c on g ua ran w em a ce un ua ran ay me n a s o y er , d isc ha d. are rg e he is la d a d in d in da i h he law f he b l ic f i hu ia. l l d isp ha ise be he T Gu Re L A tee te ter te t t t t tes t t a tw t ara n reg n p re ac co r nc e w s o p o an r ee n u u u Se l ler d he Gu d ing he Gu ha be le d hr h n ia ion i l l be lve d by l t tor t tee t t c t t t t t t an ara n re g ar ara n an no se ou g eg o s w re so on e o r s ev era b i in d p he du l la ion f he i ln ius ion l a d ion l ia l b i ion ( ). Pr Re V In Na Co Ar V K A T tra tor te t to t t t ter t t tra t ar s a p p o ur su an oc e ra g s o na a n a mm erc u he b l ig ion f he Gu i l l c T t t tor o a s o ara n w ea se : ) f he for by he in fu l l o f i b l ig ion he l ler de he le- ha Bu Se ter t t ts t o t to t t ts; a a p er ma nc e er p ay me n a s un r sa p ur c se ag ree me n y b ) f he for by he Gu f he b l ig ion f he he Se l ler Bu ter t t tor t t o t t to t a p er ma nc e ara n o p ay me n a s o y er
be f he ion d by he 1. Nu t tra t t m r o ns ac ap p rov e Bo d o f D ire tor ar c s	1 1
2. 1. ice ( in ) Pr E U R t am ou n	1 0 0 0, 0 0 0, d a l l r b le d do d e ia d w i h he for f he Gu ( leg l e E U R 5, te te t t t tee t an ea so na an cu me n xp en ses as so c p er ma nc e o ara n a xp en ses co ur , d a dm in is ive iv ing de ). he f he fee is lus f T E U R 1, 5 0 0, V A T E U R 2 7 0. ts, tra t t o t o t co s an ex p en ses on re ce a co ur r r am ou n p o
2. 2. Pr ice ( in R U B ) t am ou n	R U B 6 3 2, 2 5 0, 0 0 0, d a l l r b le d do d e ia d w i h he for f he Gu ( leg l e te te t t t tee an ea so na an cu me n xp en ses as so c p er ma nc e o ara n a xp en ses , d a dm in is ive iv ing de ). he f he fee is 6 3, 2 2 lus A f T R U B 5, V T R U B t c ts, tra t t o t o t co ur os an ex p en ses on re ce a co ur r r am ou n p o 1 1, 3 8 0. 5 0.
3. Na f p ies t me s o ar	O A O "L U K O I L " ( Gu ) tor ara n ( b ) U A B L U K O I L B A L T I J A De tor
f be f ic iar ies 4. Na me s o ne	-
5. Na f ion tra t me o ns ac	Co f in de i ( he ina f he "C "). tra t o ty ter t tra t re n c mn on c
6. Su b j f he ion t o t tra t ec ns ac	In da i h he Co he De b de ke in de i fy he Gu for fun ds i d he by d isc ha he b l ig ion t t tra t, t tor ta to t tor t to t t ac co r nc e w n c un r s mn ara n p a re rg e o a s de he f lu de d be d ie ( l ler ), for he f s ing he Co Gu O A O "L U K O I L " a A O O R L E N L Se t tra t o tee tw tuv t t un r n c ara n co nc ee n n a p urp os e o ec ur b l ig ion f U A B L U K O I L B A L T I J A de he le- ha leu du lu de d in De be 2 0 0 9 d t t tra ts tro ts o a s o un r sa p ur c se co n c on p e m p ro c co nc ce m r an ho be lu de d du ing be he l ler d he b in iva len lus l l r b le 2 0 1 0, Se De E U R 1 5, 0 0 0, 0 0 0, t to tw t t tor t e t to se co nc r ee n an an am ou n q p a ea son a u , d do d e ia d w i h he for f he Gu ( leg l e d a dm in is ive te te t t t tee t c ts, tra t an cu me n xp en ses as so c p er ma nc e o ara n a xp en ses co ur os an ex p en ses , b in ing de ). ta t o on o a co ur r r he b i l l in de i fy he Gu in h in he in h ic h he Gu d i b l ig ion de he Co f T De tor t tor t t t tor te ts t t tra t o w mn ara n ca s am ou n w ara n ex ec u o a s u n r n c i h he f in h is f Gu L I B O R 3 M 3 % tee t t t o ter t o t t a t a te + ara n p ay me n es n am ou n ra o p er an nu m. w , he Co he b i l l p he Gu 1 0 0 p lus A f 2 0 a ion he Gu for he Pu De E U R 5 V T E U R 7 t to t tra t, t tor t tor t to t tor t rsu an n c w ay ara n o s r em un era ara n is ion f he Gu t tee p rov o ara n
7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	Va ler Se ic h Su b bo in, be f he M Co i f O A O "L U K O I L ", is im l ly be f he t t t t tee tan t y rg ee v a me m r o an ag em en mm o s u eo us a m em r o iso d o f Su Bo Z A O L U K O I L B A L T I J A. p erv ry ar

8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	he b ha l l in de i fy he fun ds he Gu by he da in he for d p he du in d ica d in he ice T De tor t to t tor t tes t t to t te t t s mn ara n m an ur su an p ro ce re no ,
	by he Gu he De b t t tor to t tor sen ara n
1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e	1 2
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	f ina ia l ip la d. No ter t te nc ms s u
2. 2. Pr ice ( in b les ) t am ou n rou	No f ina ia l ip la d. ter t te nc ms s u
3. Na f p ies t me s o ar	O A O R I T E K ( Pr inc ip l ) a
	( iss ion ) O A O "L U K O I L " Co Ag t mm en
f be f ic iar ies 4. Na me s o ne	-
5. Na f ion tra t me o ns ac	A d de du Co iss ion Ag No 0 9 1 0 1 3 2 o f 2 3 M h 2 0 0 9 ( he ina f he "A "). to t ter t t n m mm ree me n arc re g ree me n
6. Su b j f he ion t o t tra t ec ns ac 7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	Pu he Ag he Co iss ion Ag de ke for fee d o he ins ion f he Pr inc ip l ion t to t t t t u ta t tru t t to t tra t rsu an ree me n mm en n r s a an n c s o a ca rry ou ns ac s he le f he inc ip l 's i l ( he ina f he "g ds ") in i bu he d in he in f he inc ip l. Pr Pr t t s t ter t ts t a t t t ter t o t on ex p or a o a o re oo ow n n am e, ex p en se an es a In da i h he A d de du he Ag t t to t t: ac co r nc e w n m ree me n ha de he f s le f for ig by he iss ion h ic h he iss ion l ls Co Ag Co Ag to t ter t t, t to t t s - c ng es are m a ms o a o e n cu rre nc mm en p ur su an mm en e y w for ig fun ds ive d o he Co iss ion Ag 's i for ig in he f 1 0 0 % f i h ho l d ing t t tra t t, t t o ter t e n c ur ren cy re ce n mm en ns e n c ur ren cy ac co un am ou n a w , for ig inc d by he iss ion he le f he ds he bu d he i he b le fun ds he Co Ag ts t t o t t to t t ts t to t e n c ur ren cy co s urr e mm en n sa o g oo er, an n r em ro y u inc ip l 's ( iou ly he Co iss ion Ag ha d s l d o ly he for ig fun ds ive d o he Co iss ion Ag 's Pr t t t t t t a ac co un p rev s mm en o n e n cu rre nc y re ce n mm en i for ig f ina l p for ds he in de f for ig fun ds ( dv in im for he tra t t a t t ter ts t ns e n c urr en cy ac co un s ay me n g oo ; re ma r o e n c urr en cy a an ce p ay me n , ds ) i d he inc ip l 's by he Co iss ion Ag ) Pr t te to t t t t g oo we re rem a ac co un mm en ; he f he Ag ( lau 5. 2 a d 5. 4 ) ip la ing he i b i l i f he fer f for ig fun ds by he Co iss ion t ter t t t t t ty t tra t ree me ses e en ms o n c n s u p os s o ns o n c urr cy mm - Ag he inc ip l a d he f ba k c iss ion for h is fer de le d; Pr t to t t t o t tra te en a n p ay me n n om m ns ar e he Co iss ion Ag 's l ia b i l i for he la fer f for ig fun ds he Pr inc ip l is l im ina d. t t ty t te tra to t te mm en ns o e n c urr en cy a e - Va ler Isa ko ic h Gr fer he C ha irm f he Bo d o f D ire f O A O "L U K O I L ", is im l ly he C ha irm f he Bo d t t tor tan t t y a v ay an o ar c s o s u eo us an o ar , f ire f d is lso he fa he f len ler iev ko be f he i f D O A O R I T E K, E Va Pa M Co O A O tor t t t t t tee o c s o an a r o a na na va a m em r o an ag em en mm o , R I T E K.
	la d im ir i l iev ic h ly k, be f he Co i f O A O "L O ", is im l ly be f he d V V M M U K I L Bo ta t t t tee tan t u a a m em r o an ag em en mm o s u eo us a m em r o ar f ire f D O A O R I T E K. tor o c s o
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he A d de du ha l l e in for fro he im f i ig ing ter to t t ts n m s n ce m e o s n
1. be f he ion d by he Nu t tra t t m r o ns ac ap p rov e	1 3
d o f ire Bo D tor ar c s
2. 1. Pr ice ( in U S D ) t am ou n	No f ina ia l ip la d. ter t te nc ms s u
2. 2. Pr ice ( in b les ) t am ou n rou	No f ina ia l ip la d. ter t te nc ms s u
3. Na f p ies t me s o ar	O A O R I T E K ( Pr inc ip l ) a
	( iss ion ) O A O "L U K O I L " Co Ag t mm en
f be f ic iar ies 4. Na me s o ne	-
5. Na f ion tra t me o ns ac	A d de du Co iss ion Ag No 0 9 1 0 3 6 2 o f 1 5 Ju 2 0 0 9 ( he ina f he "A "). to t ter t t n m mm ree me n ne re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	In da i h he Ag he Co iss ion Ag de ke for fee d he ins ion f he Pr inc ip l t t t, t t u ta t tru t t to t ac co r nc e w ree me n mm en n r s a an on c s o a ca rry o u
	ion he le f he inc ip l i l o for ig ke in i bu he f he inc ip l, f Pr 's Pr F O B tra t t t t, ts t a t t t ter ns ac s o n sa o a o n a e n m ar ow n n am e ex p en ses o a on ms o ( O bs ka ba ) d /or O k. Ka F B M me nn y y a g u an ur ma ns da i h he d de du he In A Ag t t to t t: ac co r nc e w n m ree me n

	ha de he f s le f for ig by he iss ion h ic h he iss ion l ls Co Ag Co Ag to t ter t t, t to t t s - c ng es are m a ms o a o e n cu rre nc mm en p ur su an mm en e y w for ig fun ds ive d o he Co iss ion Ag 's i for ig in he f 1 0 0 % f i h ho l d ing t t tra t t, t t o ter t e n c ur ren cy re ce n mm en ns e n c ur ren cy ac co un am ou n a w , for ig inc d by he Co iss ion Ag he le f he ds he bu d he i he b le fun ds he ts t t o t t to t t ts t to t e ren e en er, em n c ur cy co s urr mm n sa o g oo y an n r ro u inc ip l 's ( iou ly he Co iss ion Ag ha d s l d o ly he for ig fun ds ive d o he Co iss ion Ag 's Pr t t t t t t a ac co un p rev s mm en o n e n cu rre nc y re ce n mm en i for ig f ina l p for ds he in de f for ig fun ds ( dv in im for he tra t t a t t ter ts t ns e n c urr en cy ac co un s ay me n g oo ; re ma r o e n c urr en cy a an ce p ay me n , ds ) i d he inc ip l 's by he Co iss ion Ag ) Pr t te to t t t t g oo we re rem a ac co un mm en ; he f he Ag ( lau 5. 2 a d 5. 4 ) ip la ing he i b i l i f he fer f for ig fun ds by he Co iss ion t ter t t t t t ty t tra t ms o ree me n c ses n s u p os s o ns o e n c urr en cy mm - he inc ip l a d he f ba k c iss ion for h is fer de le d; Ag Pr t to t t t o t tra te en a n p ay me n n om m ns ar e he Co iss ion Ag 's l ia b i l i for he la fer f for ig fun ds he Pr inc ip l is l im ina d. t t ty t te tra to t te mm en ns o e n c urr en cy a e -
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	ler ko ic h Gr fer he C ha irm f he d o f ire f O A O "L O ", is im l ly he C ha irm f he d Va Isa Bo D U K I L Bo t t tor tan t t y a v ay an o ar c s o s u eo us an o ar , f ire f d is lso he fa he f len ler iev ko be f he i f D O A O R I T E K, E Va Pa M Co O A O tor t t t t t tee o c s o an a r o a na na va a m em r o an ag em en mm o , R I T E K. la d im ir i l iev ic h ly k, be f he Co i f O A O "L O ", is im l ly be f he d V V M M U K I L Bo ta t t t tee tan t u a a m em r o an ag em en mm o s u eo us a m em r o ar f D ire f O A O R I T E K. tor o c s o
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he A d de du ha l l e in for fro he im f i ig ing ter to t t ts n m s n ce m e o s n
1. be f he ion d by he Nu t tra t t m r o ns ac ap p rov e	1 4
d o f ire Bo D tor ar c s
2. 1. Pr ice ( in U S D ) t am ou n	No f ina ia l ip la d. ter t te nc ms s u
2. 2. Pr ice ( in b les ) t am ou n rou	No f ina ia l ip la d. ter t te nc ms s u
3. Na f p ies t me s o ar	O A O R I T E K ( Pr inc ip l ) a
	( iss ion ) O A O "L U K O I L " Co Ag t mm en
4. Na f be f ic iar ies me ne s o	-
5. Na f ion tra t me o ns ac	A d de du Co iss ion Ag No 0 9 1 0 1 3 3 o f 2 3 M h 2 0 0 9 ( he ina f he "A "). to t ter t t n m mm ree me n arc re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	Pu he Ag he Co iss ion Ag de ke for fee d o he ins ion f he Pr inc ip l ion t to t t t t u ta t tru t t to t tra t rsu an ree me n mm en n r s a an n c s o a ca rry ou ns ac s he le f he inc ip l i l ( he ina f he ds ") in i bu he d in he in f he inc ip l. Pr 's "g Pr t t s t ter t ts t a t t t ter t o t on ex p or a o a o re oo ow n n am e, ex p en se an es a In da i h he A d de du he Ag t t to t t: ac co r nc e w n m ree me n ha de he f s le f for ig by he iss ion h ic h he iss ion l ls Co Ag Co Ag to t ter t t, t to t t s - c ng es are m a ms o a o e n cu rre nc mm en p ur su an mm en e y w for ig fun ds ive d o he Co iss ion Ag 's i for ig in he f 1 0 0 % f i h ho l d ing t t tra t t, t t o ter t e n c ur ren cy re ce n mm en ns e n c ur ren cy ac co un am ou n a w , for ig inc d by he iss ion he le f he ds he bu d he i he b le fun ds he Co Ag ts t t o t t to t t ts t to t e n c ur ren cy co s urr e mm en n sa o g oo er, an n r em ro y u inc ip l 's ( iou ly he Co iss ion Ag ha d s l d o ly he for ig fun ds ive d o he Co iss ion Ag 's Pr t t t t t t a ac co un p rev s mm en o n e n cu rre nc y re ce n mm en i for ig f ina l p for ds he in de f for ig fun ds ( dv in im for he tra t t a t t ter ts t ns e n c urr en cy ac co un s ay me n g oo ; re ma r o e n c urr en cy a an ce p ay me n , ds ) i d he inc ip l 's by he Co iss ion Ag ) Pr t te to t t t t g oo we re rem a ac co un mm en ; he f he Ag ( lau 5. 2 a d 5. 4 ) ip la ing he i b i l i f he fer f for ig fun ds by he Co iss ion t ter t t t t t ty t tra t ms o ree me n c ses n s u p os s o ns o e n c urr en cy mm - Ag he inc ip l a d he f ba k c iss ion for h is fer de le d; Pr t to t t t o t tra te en a n p ay me n n om m ns ar e he Co iss ion Ag 's l ia b i l i for he la fer f for ig fun ds he Pr inc ip l is l im ina d. t t ty t te tra to t te mm en ns o e n c urr en cy a e -
7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	Va ler Isa ko ic h Gr fer he C ha irm f he Bo d o f D ire f O A O "L U K O I L ", is im l ly he C ha irm f he Bo d t t tor tan t t y a v ay an o ar c s o s u eo us an o ar , f ire f d is lso he fa he f len ler iev ko be f he i f D O A O R I T E K, E Va Pa M Co O A O tor t t t t t tee o c s o an a r o a na na va a m em r o an ag em en mm o , R I T E K. la d im ir i l iev ic h ly k, be f he Co i f O A O "L O ", is im l ly be f he d V V M M U K I L Bo ta t t t tee tan t u a a m em r o an ag em en mm o s u eo us a m em r o ar
	f ire f D O A O R I T E K. tor o c s o

he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	he d de du ha l l e in for fro he im f i ig ing T A ter to t t ts n m s n ce m e o s n
1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e	1 5
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	he im f he ion is T U S D 6 5, 1 0 0, 0 0 0. te t o t tra t ap p rox a am ou n ns ac
ice ( in b les ) 2. 2. Pr t am ou n rou	he im f he ion is T R U B 1, 9 6 5, 3 6 9, 0 0 0. te t o t tra t ap p rox a am ou n ns ac
3. Na f p ies t me s o ar	O A O "L U K O I L " ( Se l ler )
	A O O A A ( ) Z L U K I L B L T I J Bu y er
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	lem l a ly f bru ( he ina f he "). Su Su Co No 0 7 1 0 0 8 8 o 1 6 Fe 2 0 0 7 "C ta t to tra t ter t tra t p p en g ree me n p p n c ary re on c
b j f he ion 6. Su t o t tra t ec ns ac	he he l ler i l l de l ive d ies l fue l in he de ine d in d ix he he Pu Co Se Ap No 3 Co t to t tra t, t t t ter to t tra t, t ter rsu an n c r e am ou n m p en n c on ms w
	d d i ion ip la d by he Co d he de ke for he ds ive d by he da d d ing he Bu t t te t tra t, t ta to t t tes to t an co n s s u n c an y er un r s p ay g oo re ce an ac co r
	du in d ica d in he Co te t tra t. p ro ce re n c
	Ac d ing he Su lem l a he lum f g d de l ive ies f d ies l fue l in 2 0 1 0 b l is he d in Ap d ix 3 No to t ta t, t tee ta co r p p en g ree me n v o e o ua ran r o e es p en
	ls 1 0 5, 0 0 0 m ic tr ton eq ua e ne s.
7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	Va ler Se ic h Su b bo in, be f he M Co i f O A O "L U K O I L ", is im l ly be f he t t t t tee tan t y rg ee v a m em r o an ag em en mm o s u eo us a me m r o
	iso d o f Su Bo Z A O L U K O I L B A L T I J A. p erv ry ar
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	he Su lem l a in for fro he im f i ig ing d ds he leg l r la ion be he ies in T Pa ta t e ter to t t ts ten to t t tw t t p p en g ree me n n s ce m e o s n an ex a e s ee n r
	la ion he ds de l ive d fro 1 Jan 2 0 1 0. t to t re re g oo m ua ry
	A l l o he f he Co in ha d. t ter t tra t r r ms o n c em a un c ng e
be f he ion d by he 1. Nu t tra t t m r o ns ac ap p rov e	1 6
Bo d o f D ire tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	he im f he ion is S 2 3, 0 0, 0 0 0. T U D 5 te t o t tra t ap p rox a am ou n ns ac
2. 2. ice ( in b les ) Pr t am ou n rou	he im f he ion is 0 9, 4 6 0 0 0. T R U B 7 5, te t o t tra t ap p rox a am ou n ns ac
f p ies 3. Na t me s o ar	( l ler ) O A O "L U K O I L " Se
	Z A O L U K O I L B A L T I J A ( Bu ) y er
4. f be f ic iar ies Na me s o ne	-
f ion 5. Na tra t me o ns ac	Su ly ( he ina f he "C "). tra t ter t tra t p p co n c re on c
6. Su b j f he ion t o t tra t ec ns ac	he Co he Se l ler i l l de l ive 0, 0 0 0 ic f b i he he d d i ion Pu 5 Bu t to t tra t, t to tr ton tum to t t ter t rsu an n c w r u p me ne s o en y er on ms a n co n s
	ip la d by he Co d he Bu de ke for he ds ive d by he da d a d ing he du in d ica d t te t tra t, t ta to t t tes to t te s u n c an y er un r s p ay g oo re ce an cc or p ro ce re
	in he Co t tra t. n c
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	ler ic h b bo in, be f he i f is im l ly be f he Va Se Su M Co O A O "L U K O I L ", t t t t tee tan t rg ee a m em r o an ag em en mm o s eo us a me m r o y v u
	Su iso Bo d o f Z A O L U K O I L B A L T I J A. p erv ry ar
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	S h ip C P T Gu do ion t ter ta t me n ms g ay s –
	io d o f de l ive fro he da f s ig ing f he Co 3 1 h 2 0 1 1 inc lus ive ba d o he de l ive lum d u by Pe M t te t tra t to t r ry m o n o n c arc se n ry vo e a g ree p on – ,
	he Pa ies h ly ba is. t t t r on a mo n s
	he Co in for fro he im f i ig ing d s ha l l r in in for i l he ies for he ir b l ig ion de he T Pa tra t e ter to t t ts t t t t t t n c n s ce m e o s n an em a ce un r p er m o a s u n r ,
	Co in fu l l, d a ds i l he de in fu l l. tra t ts t t n c an s r eg ar p ay me n – u n y are m a

1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e	1 7
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	he im f he ion is T U S D 3 1 0, 0 0 0, 0 0 0. te t o t tra t ap p rox a am ou n ns ac
2. 2. Pr ice ( in b les ) t am ou n rou	T he im f he ion is R U B 9, 4 6 1, 2 0 0, 0 0 0. te t o t tra t ap p rox a am ou n ns ac
3. Na f p ies t me s o ar	O A O "L U K O I L " ( Se l ler )
	( ) Z A O L U K O I L B A L T I J A Bu er y
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	ly ( he ina f he "). Su "C tra t ter t tra t p p co n c re on c
6. Su b j f he ion t o t tra t ec ns ac	Pu he Co he Se l ler i l l de l ive 5 0 0, 0 0 0 m ic f d ies l fue l he Bu he d d i ion t to t tra t, t to tr ton to t t ter t rsu an n c w r u p e ne s o e y er on ms an co n s ip la d by he d he de ke for he ds ive d by he da d a d ing he du in d ica d Co Bu t te t tra t, t ta to t t tes to t te s u n c an y er un r s p ay g oo re ce an cc or p ro ce re in he Co t tra t. n c
7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	Va ler Se ic h Su b bo in, be f he M Co i f O A O "L U K O I L ", is im l ly be f he t t t t tee tan t y rg ee v a m em r o an ag em en mm o s u eo us a me m r o iso d o f Su Bo Z A O L U K O I L B A L T I J A. p erv ry ar
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	S h ip ing A lar i hu ian bo de ( i lw ion he Se l ler 's d isc ion ). D F Be -L ter t try ta t t t t p ms us an r r an y ra ay en s a re – , Pe io d o f de l ive fro he da f s ig ing f he Co 3 1 M h 2 0 1 1 inc lus ive ba d o he de l ive lum d u by t te t tra t to t r ry m o n o n c arc se n ry vo e a g ree p on – , he ies h ly ba is. Pa t t t r on a mo n s T he Co in for fro he im f i ig ing d s ha l l r in in for i l he Pa ies for he ir b l ig ion de he tra t e ter to t t ts t t t t t t n c n s ce m e o s n an em a ce un r p er m o a s u n r , in fu l l, d a ds i l he de in fu l l. Co tra t ts t t n c an s r eg ar p ay me n – u n y are m a
be f he ion d by he 1. Nu t tra t t m r o ns ac ap p rov e	1 8
Bo d o f D ire tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	S 3 9 9, 6 0 0. 4 0. U D
ice ( in b les ) 2. 2. Pr t am ou n rou	R U B 1 2, 0 0 0, 0 0 0.
f p ies 3. Na t me s o ar	( ) O A O "L U K O I L " Co mp an y
	In ion l As ia ion f Tr de Un ion Or isa ion f O A O "L U K O I L " ( I A T U O ) ter t t t na a so c o a g an s o
4. f be f ic iar ies Na me s o ne	-
f ion 5. Na tra t me o ns ac	Co f do ion ( he ina f he "C "). tra t o t ter t tra t n c na re on c
b j f he ion 6. Su t o t tra t ec ns ac	da i h he he ke do ion in he f for he isa ion d In Co Co I A T U O R U B 1 2, 0 0 0, 0 0 0 t t tra t t t to t t o t t ac co r nc e w n c mp an y ma s a na am ou n or g an an du f he O A O "L U K O I L " Pr i de 's Cu fro 2 8 3 0 M 2 0 1 0. t o t t tou t to co n c es n p rn am en m ay
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	Se i ic h ku be f he Co i f O A O "L O ", is im l ly be f he d o f Pe Ku M U K I L Bo tro t t t tee tan t rg e v ra, a me m r o an ag em en mm o s u eo us a m em r o ar he ion l ia ion f de ion isa ion f In As Tr -U Or O A O "L U K O I L ". t ter t t t na a so c o a n g an s o
	An ly A lex dro ic h Ba ko be f he M Co i f O A O "L U K O I L ", is im l ly be f he to t t t tee tan t em em en eo em a an v r v, a m r o an ag mm o s u us a m r o d o f he ion l As ia ion f de ion Or isa ion f O A O "L O ". Bo In Tr -U U K I L t ter t t t ar na a so c o a n g an s o
	An ly A lex ic h ka len ko be f he Co i f O A O "L O ", is im l ly be f he M M U K I L to t t t tee tan t a ee v os a m em r o an ag em en mm o s u eo us a m em r o , Bo d o f he In ion l As ia ion f Tr de -U ion Or isa ion f O A O "L U K O I L ". t ter t t t ar na a so c o a n g an s o
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	I f he fun ds d for he ha he ir de ig d p I A T U O de ke he f he do ion t t t t te ta to tur t t o t t ar e u se a p urp os e o r n s na urp os e, un r s re n am ou n na de ke i de he i h a he f fun ds by I A T U O Co 3 0 Au 2 0 1 0. ta to t t t o t t un r s p rov mp an re p or n us e o g us y w he Co in for fro he im f i ig ing d s ha l l r in in f fec i l he ies for he ir b l ig ion in fu l l. T Pa tra t e ter to t t ts t u t t t t t n c n s ce m e o s n an em a e n r p er m o a s ,

1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e d o f ire Bo D tor ar c s	1 9
ice ( in ) 2. 1. Pr U S D t am ou n	he ic ip d a f he i l l e l u lus f he fee i l l e l T Ag 's U S D 1 1 0, 0 0 0, V A T U S D 1 9, 8 0 0. T Ag 's t te t o t t to t an a mo un en ex p en ses q ua p p o en q ua w w U S D 1 2. 9 8.
2. 2. ice ( in b les ) Pr t am ou n rou	he ic ip d f he Ag 's i l l e l u 3, 3 0 3, 3 0 0, lus A f 9 4, 9 4. he Ag 's fee i l l T R U B V T R U B 5 5 T t te t o t t to t an a am ou n en ex p en ses w q ua p p o en w l R U B 3 8 9. 8 0. eq ua
3. Na f p ies t me s o ar	O A O "L U K O I L " ( Ag ) t en O O O ion l O i l Co ium ( inc ip l ) Na Pr t t a ns or a
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	( he ina f he "). Ag "A t ter t t en cy ag ree me n re g ree me n
b j f he ion 6. Su t o t tra t ec ns ac	da i h he he de ke for fee in i d a he f he inc ip l, lu de In Ag Ag Pr t t t t t u ta ts t t t to ac co r nc e w ree me n en n r s a ow n n am e a n ex p en se o a co nc a , ice i h he law f irm A k in Gu S & l d ( d O f f ice d ive f f ice ) for he Ha Fe L L P He M tra t w t t tra ta t t ser v c on c mp us s ue r a an os co w rep res en o f leg l s in he de lop f a dra f C ha for O O O Na ion l O i l Co ium d he dra f Pa ic ip Ag t t t o t ter t t t t t ts t p urp os e o a up p or ve me n r a ns or an r an ree me n for O O O ion l O i l Co ium d he inc ip l u de ke he Ag ion for he ice de d d Na Pr t t t ta to t t r t t to a ns or an a n r s p ay en em un era s erv s r en re an , im bu he Ag for i t t ts re rse en ex p en ses
7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	Va i Yu fov ic h A le kp Pr i de C ha irm f he M Co i d be f he Bo d f D ire f O A O t t, t t t tee t tor g su ero v, es n an o an ag em en mm an a m em r o ar o c s o , is im l ly be f he d o f ire f "L U K O I L ", Bo D N O C. tan t tor s eo us a m em r o ar c s o u
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	he Ag 's fee ha l l be 0. 0 1 % f he f he Ag 's T t t t o t t en s o am ou n en ex p en ses he inc ip l u de ke im bu he l l e inc d he by in ion i h he ion he T Pr Ag for f Ag ta to t t t t t t t t t, a n r s re rse en a xp en ses urr e re co nn ec ex ec o ree me n w u Ag 's t to t ts. p ur su an en rep or I f he Ag inc in he ha he b le, he he Pr inc ip l s ha l l m ke im bu in b les he ha t t t t t t t t t t en ur s e xp en ses a c urr en cy o r n ro u n a a re rse me n rou a ex c ng e f he Ce l k o f he ian de ion he da fun ds de b i d fro he Ag 's for he ice f A k in Ba Ru Fe t tra t t t t te te t t t to t o n n ss ra as a ar e m en ac co un p ay se rv s o Gu S Ha & Fe l d L L P. tra mp us s ue r he in for fro he im f i ig ing d e ds leg l r la ion be he ies is ing fro be T Ag Pa 1 Oc t e ter to t t ts ten to t tw t t to ree me n n s ce m e o s n an x a e s ee n r ar m r , 2 0 0 9.
1. be f he ion d by he Nu t tra t t m r o ns ac ap p rov e d o f ire Bo D tor ar c s	2 0
2. 1. Pr ice ( in U S D ) t am ou n	T he f he do ion is U S D 1 3 3, 2 0 0. 1 0. t o t t am ou n na
2. 2. Pr ice ( in b les ) t am ou n rou	T he f he do ion is R U B 4, 0 0 0, 0 0 0. t o t t am ou n na
3. Na f p ies t me s o ar	O A O "L U K O I L " ( Co ) mp an y ian b l ic isa ion ian ion f du ia l is d ( ion ) Ru Pu Or Ru Un In En Un t tr ts tre ss g an ss o s an p ren eu rs
f be f ic iar ies 4. Na me s o ne	-
5. Na f ion tra t me o ns ac	Co f do ion ( he ina f he "C "). tra t o t ter t tra t n c na re on c
6. Su b j f he ion t o t tra t ec ns ac	In da i h he Co he Co i l l p i de ha i b le is he Un ion in he for f a h do ion f R U B t t tra t, t ta tan to t t t ac co r nc e w n c mp an y w rov c r as s ce m o ca s na o d he ion de ke he fun ds for he for f i ha iv i in 4, 0 0 0, 0 0 0, Un 2 0 1 0. t ta to t t ts ter t ty an un r s us e se p er ma nc e o c r ac
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	i fov ic h le kp be f he d o f ire f d ha irm f he i f Va Yu A Bo D O A O "L U K O I L " a C M Co t t tor t t t tee g su ero a m em r o ar c s o n an o an ag em en mm o v, O A O "L O ", is im l ly be f he ian b l ic Or isa ion ian ion f du ia l is U K I L M Bu Ru Pu Ru Un In tan t t t tr ts s u eo us a m em r an ag em en rea u o ss g an ss o s d En tre an p ren eu rs. A lex de N i ko lae ic h S ho k h in, be f he Bo d f D ire f O A O "L U K O I L ", is im l ly he Pr i de f he t tor tan t t o t an r v a m em r o ar o c s o s u eo us es n ian b l ic Or isa ion ian ion f du ia l is d Ru Pu Ru Un In En t tr ts tre ss g an ss o s an p ren eu rs.

	Le i d Ar l do ic h Fe du be f he M Co i f O A O "L U K O I L ", is im l ly be f he t t t tee tan t on no v n, a me m r o an ag em en mm o s u eo us a me m r o d o f he ian b l ic Or isa ion ian ion f du ia l is d M Bo Ru Pu Ru Un In En t t t tr ts tre an ag em en ar ss g an ss o s an p ren eu rs.
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	he ion de ke he fun ds ive d fro he for he ir de ig d p T Un Co ta to t t t te un r s us e re ce m mp an s na urp os e. y
	No la ha 1 0 da fro he ip f a i fro he Co he Un ion i l l p i de he d u f he t ter t t t o t ten t t t t o t tar te t n y s m re ce w r re q ue s m mp an y, w rov a rep or n g e se o
	fun ds ive d, d by f ina ia l do ion te ta t re ce sup p or nc cu me n
be he ion d by he 1. Nu f t tra t t e m r o ns ac ap p rov	2 1
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	im ly inc lu d ing Ap U S D 1, 0 7 8, 5 6 1. 9 0, V A T. te t p rox a no
ice ( in b les ) 2. 2. Pr t am ou n rou	im ly inc lu d ing Ap R U B 3 3, 4 0 0, 0 0 0, V A T. te t p rox a no
f p ies 3. Na t me s o ar	( inc ip l ) O A O R I T E K Pr a
	O A O "L O " ( Co iss ion Ag ) U K I L t mm en
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	iss ion ( he ina f he "). Co "A t ter t t mm ag ree me n re g ree me n
b j f he ion 6. Su t o t tra t ec ns ac	da i h he he iss ion de ke for fee d he ins ion f he inc ip l In Ag Co Ag Pr t t t, t t u ta t tru t t to t ac co r nc e w ree me n mm en n r s a an on c s o a ca rry o u
	ion he le f he inc ip l 's i l ( he ina f he "g ds ") he b l ic f lar in i bu he Pr Re Be tra t t t s t ter t to t ts t a t t ns ac s o n ex p or a o a o re oo p u o us ow n na me
	d in he in f he inc ip l. Pr t ter ts t ex p en se an es o a
7. Gr ds for in d p ta tus ter te ty es ou n s as an ar	Va ler Isa ko ic h Gr fer he C ha irm f he Bo d o f D ire f O A O "L U K O I L ", is im l ly he C ha irm f he Bo d t t tor tan t t eo y a v ay an o ar c s o s u us an o ar ,
	f ire f O A O d is lso he fa he f len ler iev ko be f he Co i f O A O D R I T E K, E Va Pa M tor t t t t t tee o c s o an a r o a na na va a m em r o an ag em en mm o ,
	R I T E K.
	V la d im ir V i l iev ic h M ly k, be f he M Co i f O A O "L U K O I L ", is im l ly be f he Bo d ta t t t tee tan t u a a m em r o an ag em en mm o s u eo us a m em r o ar
	f ire f D O A O R I T E K. tor o c s o
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	he inc ip l u de ke he iss ion iss ion fee in he f for h n f he ds T Pr Co Ag R U B 1 8 0 ta to t t a t t o t ton t a n r s p ay mm en co mm am ou n ea c e ne o g oo
	l d, lus 1 8 % A he f he iss ion fee V T t t o t so p on am ou n co mm
	he i l l e in for fro he im f i ig ing T Co tra t w ter to t t ts n c n ce m e o s n
1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e	2 2
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	im ly inc lu d ing Ap U S D 1 5, 0 9 9, 8 6 6. 9 0, V A T. te t p rox a no
ice ( in b les ) 2. 2. Pr t am ou n rou	im ly inc lu d ing Ap R U B 4 5 3, 6 0 0, 0 0 0, V A T. te t p rox a no
ies 3. Na f p t me s o ar	( inc ip l ) O A O R I T E K Pr a
	O A O "L O " ( Co iss ion Ag ) U K I L t mm en
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	iss ion ( he ina f he "). Co "A t ter t t mm ag ree me n re g ree me n
b j f he ion 6. Su t o t tra t ec ns ac	da i h he he iss ion de ke for fee d he ins ion f he inc ip l In Ag Co Ag Pr t t t, t t u ta t tru t t to t ac co r nc e w ree me n mm en n r s a an on c s o a ca rry o u
	ion he le f he inc ip l 's i l ( he ina f he "g ds ") in i bu he d in he in f Pr tra t t t s t ter t ts t a t t t ter ts ns ac s o n ex p or a o a o re oo ow n n am e ex p en se an es o
	he Pr inc ip l. t a
7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	Va ler Isa ko ic h Gr fer he C ha irm f he Bo d o f D ire f O A O "L U K O I L ", is im l ly he C ha irm f he Bo d t t tor tan t t y a v ay an o ar c s o s u eo us an o ar , f ire f d is lso he fa he f len ler iev ko be f he i f D O A O R I T E E Va Pa M Co O A O tor t t t t t tee
	K, o c s o an a r o a na na va a m em r o an ag em en mm o , R I T E K.

	V la d im ir V i l iev ic h M ly k, be f he M Co i f O A O "L U K O I L ", is im l ly be f he Bo d ta t t t tee tan t u a a m em r o an ag em en mm o s u eo us a m em r o ar f ire f D O A O R I T E K. tor o c s o
he ia l he ion 8. O f t ter ter t tra t r m a ms o ns ac	he inc ip l u de ke he iss ion iss ion in he h n he ds T Pr Co Ag fee f R U B 1 8 0 for f ta to t t a t t o t ton t a n r s p ay mm en co mm am ou n ea c e ne o g oo
	l d, lus 1 8 % A he f he iss ion fee V T t t o t so p on am ou n co mm
	T he Co i l l e in for fro he im f i ig ing tra t w ter to t t ts n c n ce m e o s n
1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e	2 3
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	h, lus f U S D 5 5, 3 7 2. 5 0 p V A T U S D 9, 9 6 7. 0 4. t er mo n p o
ice ( in b les ) 2. 2. Pr t am ou n rou	h, lus f R U B 1, 6 6 3, 3 8 9. 3 3 p V A T R U B 2 9 9, 4 1 0. 0 8. t er mo n p o
3. Na f p ies t me s o ar	Z A O L U K O I L- Ne f k h im ( Le ) te sso r
	( ) O A O "L U K O I L " Le sse e
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	lem l a f i l ( he ina f he "). Su Pr Le Ag No 0 9 1 0 2 4 7 o 2 8 Ap 2 0 0 9 "A ta t to ty t ter t t p p en g ree me n a op er ase ree me n r re g ree me n
j 6. Su b f he ion t o t tra t ec ns ac	In da i h he Ag he Le i de for fee d he Le for ( fur i f f ice t t t, t t ts tem ty tur e w ree me sse e a ep e p er e, ac co r nc n sso r p rov s a an cc p ora ry us rop n o ip in ds b l in ds ) loc d in he bu i l d ing he d dr 3 l i ls ha Or dy ka in d ica d in Bo M t, ta tc. te t t t tsa te eq u me n cu r ro e a a a es s: u y a n os co w, a s , , , Ap d ix No 1 he Ag to t t. p en ree me n da i h he Su lem l a In t t ta t: ac co r nc e w p p en g ree me n 3 1 M h 2 0 1 0 he Le i l l r d he Le i l l a de f a ( in lep ho t tur t t p ty t o tan ter te - o n arc sse e w e n an sso r w cc ep rop er un r a n ac cc ep ce p r s, ne s, i i ), he l is f w h ic h w ive in d ix he lem l a Ap No 1 Su tor tem ts, tc. t t o to t ta t; mo n s, sy s un e as g n p en p p en g ree me n fro 1 i l 2 0 1 0 he lea i l l be du d R U B 1 4 4 3. 2 lus V A T f R U B 3 1 9. 7 8. T he f he
	Ap by 8, 5 p h, 3, t t w t t o t m r se p ay me n re ce er mo n p o am ou n - lea i l l e l h, lus f R U B 1, 6 6 3, 3 8 9. 3 3 p V A T R U B 2 9 9, 4 1 0. 0 8. t w t se p ay me n q ua er mo n p o
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	la d im ir ic h kr be f he i f is im l ly he ha irm f he V Iv Ne M Co O A O "L U K O I L ", C t t t tee tan t t an ov aso a m em r o an ag em en mm o s eo us an o v, u Su iso d o f A O O f k h im Bo Z L U K I L- Ne te p erv ry ar
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	A l l o he f he Ag in ha d. t ter t t r r ms o ree me n em a un c ng e
	he lem l a in for fro he im f i ig ing d e ds he leg l r la ion be he ies is ing T Su ta t e ter to t t ts ten to t t tw t t p p en g ree me n n s ce m e o s n an x a e s ee n p ar ar , fro 3 1 M h 2 0 1 0. m arc
1. be f he ion d by he Nu t tra t t m r o ns ac ap p rov e	2 4
d o f ire Bo D tor ar c s
2. 1. Pr ice ( in U S D ) t am ou n	U S D 2 0 0, 4 6 7. 8 0.
2. 2. Pr ice ( in b les ) t am ou n rou	R U B 6, 0 0 0, 0 0 0.
3. Na f p ies t me s o ar	O A O "L U K O I L " ( Co ) mp an y
	ion l ia ion f de ion isa ion f ( ) In As Tr Un Or O A O "L U K O I L " I A T U O ter t t t na a so c o a g an s o
be ic iar ies 4. Na f f me ne s o	-
5. Na f ion tra t me o ns ac	Co f do ion ( he ina f he "C "). tra t o t ter t tra t n c na re on c
6. Su b j f he ion t o t tra t ec ns ac	Ac d ing he Co he Co ke do ion I A T U O in he f R U B 6, 0 0 0, 0 0 0 for is in he f to t tra t, t t to t t o tan t co r n c mp an y ma s a na am ou n a ss ce ar ea o
	hy ica l f i d d ix ( lan f a ion f f ise lar Ap No 1 Lo I A T U O O A O "L U K O I L " tne ts t to -te t to p s ss an sp or p ur su an p en ng rm p o c s o o org an g e
	le d r ion l a iv i ies ) d Ap d ix No 2 ( P lan d c im for ing in 2 0 1 0 ), h ic h in l ts t t t t e t te t ts teg sca sp or an ec rea a c an p en ne os s a sp or ev en w are an ra
	f he Co t o t tra t. p ar n c
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	i ic h ku be f he i f is im l ly be f he d o f Se Pe Ku M Co O A O "L U K O I L ", Bo tro t t t tee tan t rg e ra, a me m r o an ag em en mm o s eo us a m em r o ar v u he ion l As ia ion f de ion Or isa ion f O A O "L O ". In Tr -U U K I L t ter t t t na a so c o a n g an s o

	An ly A lex dro ic h Ba ko be f he M Co i f O A O "L U K O I L ", is im l ly be f he to t t t tee tan t a an v r v, a m em r o an ag em en mm o s u eo us a m em r o d o f he ion l As ia ion f de ion Or isa ion f O A O "L O ". Bo In Tr -U U K I L t ter t t t ar na a so c o a n g an s o
	An ly A lex ic h ka len ko be f he Co i f O A O "L O ", is im l ly be f he M M U K I L to t t t tee tan t a ee v os a m em r o an ag em en mm o s u eo us a m em r o , Bo d o f he In ion l As ia ion f Tr de -U ion Or isa ion f O A O "L U K O I L ". t ter t t t ar na a so c o a n g an s o
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	he Co i l l ha he ig h i he d u f he fer d fun ds T t t to tor t tar te t tra mp an y w ve r mo n g e se o ns re f he fun ds d for he ha he ir de ig d p de ke he f he do ion I I A T U O t t t t te ta to tur t t o t t ar e u se a p urp os e o r n s na urp os e, un r s re n am ou n na A O de ke i de he Co i h a he f fer d fun ds by 3 0 2 0 1 1. I T U Ju ta to t t t o t tra un r s p rov mp an y w re p or n us e o ns re ne he in for fro he im f i ig ing d s ha l l r in in f fec i l he ies for he ir b l ig ion in fu l l. T Co Pa tra t e ter to t t ts t u t t t t t n c n s ce m e o s n an em a e n r p er m o a s ,
1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e d o f ire Bo D tor ar c s	2 5
ice ( in ) 2. 1. Pr U S D t am ou n	he im f he ia l-p loa i l l n d T U S D 1 4 3, 5 5 7, 8 4 1. 8 5. te t o t t e ap p ro a am ou n sp ec urp os e n w o xc ee x
ice ( in b les ) 2. 2. Pr t am ou n rou	he im f he ia l-p loa i l l n d T R U B 4, 2 0 0, 0 0 0, 0 0 0. te t o t t e ap p ro a am ou n sp ec urp os e n w o xc ee x
3. Na f p ies t me s o ar	O A O "L U K O I L " ( Le de ) n r O O O ion l O i l Co ium ( ) Na Bo t t a ns or rro we r
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	( he ina f he "). Lo "A t ter t t an ag ree me n re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	Pu he Ag he Le de i l l p i de he Bo i h ia l-p loa d R U B 4, 2 0 0, 0 0 0, 0 0 0 t to t t, t t t t to rsu an ree me n n r w rov rro we r w a sp ec urp os e n no ex ce e ( he ina f he "L "), for 2 9 be 2 0 1 0 inc lus ive d he de ke he fun ds ive d by he De Bo ter t ter to t ta to t t re oa n a m ce m r an rro we r u n r s rep ay re ce , da d p he du b l is he d in he Ag tes t to t ta t t. an ur su an p ro ce re es ree me n
7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	Va i Yu fov ic h A le kp Pr i de C ha irm f he M Co i d be f he Bo d f D ire f O A O t t, t t t tee t tor g su ero v, es n an o an ag em en mm an a m em r o ar o c s o , is im l ly be f he d o f ire f "L U K O I L ", Bo D N O C. tan t tor s eo us a m em r o ar c s o u
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	he fun ds i de d for he f he d isc ha by he f i b l ig ion he l iva ian b l ic f la T Bo Bo Re Ve t t t ts t to t ar e p rov p urp os e o rg e rro we r o o a s r p u o ne zu e he be he ian de ion d he l iva ian b l ic f la ion in he im lem ion Tr Ru Fe Bo Re Ve t to t ty tw t t t t t ta t p ur su an ea ee n ss ra an r p o ne e on co op era p en u zu f j in ic j da d 1 0 Se be 2 0 0 9 ( d isc ha f p in 1. 2. 1 o f Ap d ix 1 he ). he No Tr T Bo t s tra teg ts, te tem t to t ty t o o p ro ec p r rg e o o p en ea rro we r m ay no he loa he ha ho in d ica d in he for Ag t t t t te t t. us e n p urp os es o r n se ree me n is d ( 0 % ) he l a i de d for he du ion f he io d o f u f he bo d fun ds de In ter t t a t tua t p t t t t es no cc ru e p er an nu m on ac mo un rov ra o p er se o rro we un r he Ag t t. ree me n d o i ion f he bm i d n la ha 3 0 c len da da ior he i f he he de i l l ha he Ba Bo Lo Le t t t t te ter t to t tur ty t t t se n a p e o rro we r, su o n a r y s p r m a o an n r w ve , ig h d he Lo ba k p io d. t to ten t r ex an p ay c er f he l m ing f p ic ip f he de is ion d d i ion l c i bu ion he ha i l a d I Bo Bo 's t t t ts t t tr t to t ter ta g en era ee o ar an o rro we r p ass es a c on a a on s rro we r c r ca p n f fse ing la im loa de by ic ip he Bo he Le de i l l be i le d u he i f he Lo t t tar t ts to t t t t to t tur ty t on o m on e y c s o n ns m a p ar an rro we r, n r w en p m a o an f fse la im ins he h is ins he de d d i ion l c i bu ion he ha Bo Lo Le 's Bo 's to t m tar t t t t t t tr t to t ter o on e c s a g a rro we r o n an a g a n r a a on rro we r c r y
	i l. ta ca p he i l l c ha f fec f he for by he ies f he ir b l ig ion T Ag Pa t w to t a ter t t t t t ree me n ea se ve e p er ma nc e r o o a s.
be f he ion d by he 1. Nu t tra t t m r o ns ac ap p rov e d o f ire Bo D tor ar c s	2 6
ice ( in ) 2. 1. Pr U S D t am ou n	f ina ia l ip la d. No ter t te nc ms s u
ice ( in b les ) 2. 2. Pr t am ou n rou	f ina ia l ip la d. No ter t te nc ms s u
f p ies 3. Na t me s o ar	( ) O A O "L U K O I L " Co mp an y

	ion l As ia ion f de ion Or isa ion f O A O "L O " ( As ia ion ) In Tr Un U K I L ter t t t t na a so c o a g an s o so c
4. f be f ic iar ies Na me s o ne	-
f ion 5. Na tra t me o ns ac	Su lem l a Gr i Co 0 3 1 0 9 9 2 o f 2 ly 2 0 0 3 ( he ina f he "C "). Us No 7 Ju ta t to tu tou tra t ter t tra t p p en g ree me n a s e n c re on c
b j f he ion 6. Su t o t tra t ec ns ac	he he i de i ba lan he for he i f he ia ion Pu Co Co As t to t tra t, t ty ts t t tu tou t t rsu an n c mp an y p rov s p rop er on ce s e g ra s u se o so c In da i h he Su lem l a he As ia ion is ing he Co f he fer d in t t ta t, t t tur to t t o t ty tra to ac co r nc e w p p en g ree me n so c re n mp an y p ar p rop er ns re i ly l ks l le, d a Vo Ca P I O N E E R tu tou ter g ra s u se, na me : a wa g en rav e an ca r s eo
ds in d p 7. Gr for ta tus ter te ty ou n s as an es ar	i ic h ku be he i is im l ly be he d o Se Pe Ku f M Co f O A O "L U K O I L ", f Bo f tro t t t tee tan t rg e ra, a me m r o an ag em en mm o s eo us a m em r o ar v u he ion l As ia ion f de ion Or isa ion f O A O "L O ". In Tr -U U K I L t ter t t t na a so c o a n g an s o
	An ly A lex dro ic h ko be f he Co i f O A O "L O ", is im l ly be f he Ba M U K I L to t t t tee tan t a an v r v, a m em r o an ag em en mm o s u eo us a m em r o Bo d o f he In ion l As ia ion f Tr de -U ion Or isa ion f O A O "L U K O I L ". t ter t t t ar na a so c o a n g an s o
	An ly A lex ic h M ka len ko be f he M Co i f O A O "L U K O I L ", is im l ly be f he to t t t tee tan t a ee v os a m em r o an ag em en mm o s u eo us a m em r o , d o f he ion l ia ion f de ion isa ion f Bo In As Tr -U Or O A O "L U K O I L ". t ter t t t ar na a so c o a n g an s o
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	he lem l a in for fro he im f i ig ing d e ds he leg l r la ion be he ies is ing T Su ta t e ter to t t ts ten to t t tw t t p p en g ree me n n s ce m e o s n an a e s ee n p ar ar x , fro 3 1 h 2 0 1 0. M m arc
1. be f he ion d by he Nu t tra t t m r o ns ac ap p rov e Bo d o f D ire tor ar c s	2 7
2. 1. Pr ice ( in U S D ) t am ou n	T he im lue f he ion is U S D 5 5, 9 0 5. 3 0. te t tra t ap p rox a va o ns ac
2. 2. Pr ice ( in R U B ) t am ou n	T he im lue f he ion is R U B 1, 6 5 0, 0 0 0. te t tra t ap p rox a va o ns ac
3. f p ies Na t me s o ar	O A O "L O " ( C l ien ) U K I L t O A O I Z V E S T I Y A ( Co ) tra tor n c
4. Na f be f ic iar ies me s o ne
5. Na f ion tra t me o ns ac	Se ice ( he ina f he "C "). tra t ter t tra t rv co n c re on c
6. Su b j f he ion t o t tra t ec ns ac	da i h he Co he C l ien ig d he Co he b l ig ion lac he C l ien 's in for ion l In t t tra t, t t a t tra tor t t to t t t ac co r nc e w n c ss ns a n n c a ssu me s o a p e ma a ia ls in he du ing he f fec ive f he he l ien i l l p for he ice Izv iy Co T C Co 's ter t t t ter t tra t. t w t tra tor t est ma ne ws p ap er r e m o n c ay n c ser s p ur su an a v he du d o he d c d i ion ip la d by he Co to t t ter t t te t tra t. p ro ce re an n ms an on s s u n c
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	i l iev ic h i k ha i lov be f he d o f ire f is im l ly be f he d o f Se An M Bo D O A O "L U K O I L ", Bo to t tor tan t rg e a a m em r o ar c s o s u eo us a m em r o ar , D ire f O A O I Z V E S T I Y A. tor c s o
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	he in for ion l m ia ls i l l be b l is he d p he ior i f he l ien he f s ice de he T C T Co t ter t to t t ten t o t t. t o t tra t ma a a p ur su an p r r re q ue s co s erv s u n r n c w u w i l l be de ine d in da i h he is ing for he lac f in for ion l m ia ls in he Izv iy ter t t t tes t t o t ter t est w m ac co r nc e w e x ra p em en ma a a n ew sp ap er a, de d ing he lum d f p b l ica ion t ty t p en on vo e a n p e o u he Co in for fro he im f i ig ing by bo h ies d r ins in f fec i l 3 1 be 2 0 1 0. T Pa De tra t e ter to t t ts t t t u t n c n s ce m e o s n r an em a e n ce m r ,
1. be f he ion d by he Nu t tra t t m r o ns ac ap p rov e Bo d o f D ire tor ar c s	2 8
2. 1. Pr ice ( in U S D ) t am ou n	T he lea is U S D 2 9. 1 9 p h, lus V A T f U S D 5. 2 5. t t se p ay me n er mo n p o
2. 2. ice ( in ) Pr R U B t am ou n	he lea is 8 4 4 6 p h, lus A f 1 2. 4. T R U B 7. V T R U B 5 5 t t se p ay me n er mo n p o
3. f p ies Na t me s o ar	O A O k ( k ) Ba Pe Ba tro n co mm erc e n O A O "L U K O I L " ( Co ) mp an y
4. Na f be f ic iar ies me s o ne	-

f ion 5. Na tra t me o ns ac	lem l a f ly he is ion f p ise for he ins l la ion f a Su Ag No 0 9 1 0 4 7 9 1 Ju 2 0 0 9 A T M ta t to t t t ta t p p en g ree me n ree me n o on p rov o rem s o n ( he ina f he "A "). ter t t re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	Ac d ing he Ag he Co de ke for fee i de he k w i h s i f f ice loc d a he d dre 3 u l. Ba to t t, t ta to t t t ts te t t co r ree me n mp an y un r s a p rov n p ac e a o a a ss: ls ha dy ka ( i bu le ) he ins l la ion d l ler h ine be lon ing he k, i de h Bo Or Ro No 1 8 for f a Ba t t ta t tom te te to t to a n om ve s o n a a m ac g n p rov ca s y u , i h dra l s ice ing in ion l ba k ing ds t ter t w wa erv s u s na a n ca r In da i h he Su lem l Ag t t ta t: ac co r nc e w p p en ree me n
	fro 1 Ap i l 2 0 1 0 he Co de ke i de he k w i h a d d i ion l s for he ins l la ion f a d d i ion l a d Ba t ta to t t t t ta t t tom te m r mp an y un r s p rov n a p ac e o n a a u a - l ler h ine
	te m ac ; he lea i l l be inc d fro h, lus f h, lus f R U B 4 2 3. 7 3 p V A T R U B 7 6. 2 7, R U B 8 4 7. 4 6 p V A T t t w t to t se p ay me n rea se m er mo n p o er mo n p o - 1 5 2. 5 4.
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	A lex de ic h be f he Co i f O A O "L O ", is im l ly be f he Ku M M U K I L ty tsy t t t tee tan t an r zm a n, a m em r o an ag em en mm o s u eo us a m em r o d o f ire f k Bo D O A O Ba Pe tor tro ar c s o n co mm erc e.
	bo i ko lae ho ba be f he Co i f O A O "L O ", is he f A lex de ic h Ly N K M U K I L Ku t t t tee t u v vn a a me m r o an ag em en mm o sp ou se o an r zm , be f he d o f ire f k M Bo D O A O Ba Pe ty tsy t tor tro a n, a m em r o ar c s o n co mm erc e.
	i d Ar l do ic h du be f he Co i f O A O "L O ", is im l ly he C ha irm f he Le Fe M U K I L t t t tee tan t t on no v n, a m em r o an ag em en mm o s u eo us an o Bo d o f D ire f O A O Ba k Pe tor tro ar c s o n co mm erc e.
	Se i An l iev ic h i k ha i lov be f he d o f ire f O A O "L O ", is im l ly be f he d o f M Bo D U K I L Bo to t tor tan t rg e a a m em r o ar c s o s u eo us a m em r o ar , D ire f O A O Ba k Pe tor tro c s o n co mm erc e.
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	A l l o he f he Co in ha d. t ter t tac t r r ms o n em a un c ng e he lem l in for fro he da f i ig ing d e ds he la ion be he ies is ing fro T Su Ag ta t e ter to t te ts ten to t t tw t t p p en ree me n n s ce m o s n an re s ee n p ar ar m x , 1 Ap i l 2 0 1 0. r
1. be f he ion d by he Nu t tra t t m r o ns ac ap p rov e d o ire Bo f D tor ar c s	2 9
2. 1. Pr ice ( in U S D ) t am ou n	T he lea ls U S D 5, 0 0 9, 1 9 6. 6 4, lus V A T f U S D 9 0 1, 6 5 5. 3 9. t e se p ay me n q ua p o
2. 2. Pr ice ( in R U B ) t am ou n	T he lea is R U B 1 4 5, 4 2 9, 5 0 1. 5 7, lus V A T f R U B 2 6, 1 7 7, 3 1 0. 1 6. t se p ay me n p o
3. f p ies Na t me s o ar	A O O f k h im ( ) Z L U K I L- Ne Le te sso r ( ) O A O "L U K O I L " Le sse e
4. Na f be f ic iar ies me s o ne	-
5. Na f ion tra t me o ns ac	Su lem l Ag Le Ag No 0 9 1 0 3 4 2 f 3 0 Ap i l 2 0 1 0 i de ia l ise ( he ina f he ta t to t t ter t p p en ree me n ase ree me n o r on n on -re s n p rem s re "). "A t g ree me n
b j f he ion 6. Su t o t tra t ec ns ac	da i h he he i de he for he i de ia l p ise i h a l a f In Ag Le Le t t t, t to t tem t t t to ta ac co r nc e w ree me n sso r p rov s sse e p ora ry us e no n-r es n rem s w rea o 2, 6, 1 1 8 m loc d in he bu i l d ing he d dre 3 u l i ls ha Or dy ka ( he ina f he "b i l d ing "). 5. Bo M te t t t tsa ter t a a a ss: y a n os co w re u , In da i h he Su lem l t t ta t:
	Ag ac co r nc e w p p en ree me n 2, 3 1 h 2 0 1 0 he i l l r d he i l l a de l o f fer i h a l a f 3. 8 m M Le Le No 5 w t tur t t u toc tra t to ta - o n arc sse e w e n a n sso r w cc ep n r a p ro o ns ro om rea o loc d p he i f ica f he Bu f Te hn ica l Inv in Pr ise No I I o he f irs f loo f he bu i l d ing te t to t t te t tor t t t a ur su an ce r o rea u o c en em s n r o
	y ; i l he i l l a lso fer d he i l l a de l o f fer f r i h a l 1 Ap 2 0 1 0 Le Le No 1 3 w t tra t t u toc tra t o t to ta - o n r sso r w ns an sse e w cc ep n r a p ro o ns p ar oo m 2, f 6 3 m loc d p he i f ica f he Bu f Te hn ica l Inv in Pr ise No I X he ix h f loo f he te t to t t te t tor t t t are a o a ur su an c er o rea u o c en y em s on s r o
	bu i l d ing ; fro 1 Ap i l 2 0 1 0 he l f he lea for f l l p ise lea d de he Ag i l l l t to ta t t t t t w m r am ou n o se p ay me n u se o a rem s se un r ree me n eq ua - h, lus f R U B 1 6, 2 5 9, 7 1 9. 1 2 p V A T R U B 2, 9 2 6, 7 4 9. 4 4. t er mo n p o
	3 0 Ap i l 2 0 1 0 he Le i l l r d he Le i l l a de l o f fer he i de ia l p ise i h a l t tur t t u toc tra t t t to ta - o n r sse e w e n a n sso r w cc ep n r a p ro o ns no n-r es n rem s w 2,

	fro 1 2 0 1 0 he l f he lea for f l l p ise lea d de he Ag i l l l M t to ta t t t t t m ay am ou n o se p ay me n u se o a rem s se un r ree me n w eq ua - R U B 1 6, 1 4 9, 2 2 2. 7 2 p h, lus V A T f R U B 2, 9 0 6, 8 6 0. 0 8. t er mo n p o he l f he lea de he Co fro Ap i l he da f he ion i l l be T 1 2 0 1 0 to ta t t t t tra t to t te t t ten am ou n o se p ay me n un r n c m r o n ex ex s w R U B 1 4 5, 4 2 9, 5 0 1. 5 7, lus V A T f R U B 2 6, 1 7 7, 3 1 0. 1 6. p o
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	la d im ir ic h kr be f he Co i f O A O "L O ", is im l ly he C ha irm f he V Iv Ne M U K I L t t t tee tan t t an ov aso v, a m em r o an ag em en mm o s u eo us an o iso d o f f k h im Su Bo Z A O L U K O I L- Ne te p erv ry ar
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	he Su lem l Ag in for fro he im f i ig ing d e ds he leg l r la ion be he ies is ing T ta t e ter to t t ts ten to t t tw t t p p en ree me n n s ce m e o s n an x a e s ee n p ar ar , fro 3 1 M h 2 0 1 0. m arc
1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e d o f ire Bo D tor ar c s	3 0
ice ( in ) 2. 1. Pr U S D t am ou n	he im f c iss ion fee is lus ive f T U S D 2, 0 5 8, 0 5 7. 8 1, V A T. te t o ap p rox a am ou n om m ex c o
ice ( in ) 2. 2. Pr R U B t am ou n	he im iss ion is lus ive T f c fee R U B 6 0, 0 0 0, 0 0 0, f V A T. te t o ap p rox a am ou n om m ex c o
3. Na f p ies t me s o ar	O A O R I T E K ( Pr inc ip l ) a ( iss ion ) O A O "L U K O I L " Co Ag t mm en
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	iss ion ( he ina f he "). Co "A t ter t t mm ag ree me n re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	In da i h he Ag he Co iss ion Ag de ke for fee for ion inv lv ing he le f he t t t, t t u ta to tra t t t ac co r nc e w ree me n mm en n r s a p er m a ns ac o s a o inc ip l 's i l ( he ina f he "g ds ") he for ig ke in i bu he ins ion d he f he Pr ter t t t ts t o t tru t t t t a o re oo on e n ma r ow n na me n c s a n a e xp en se o , Pr inc ip l o f F O B Ka ( Gu l f o f O b ) d /or F O B M k. ter a n ms o me nn y an ur ma ns
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	ler ko ic h Gr fer he C ha irm f he d o f ire f O A O "L O ", is im l ly he C ha irm f he d Va Isa Bo D U K I L Bo t t tor tan t t y a v ay an o ar c s o s u eo us an o ar , f ire f d is lso he fa he f len ler iev ko be f he i f D O A O R I T E K, E Va Pa M Co O A O tor t t t t t tee o c s o an a r o a na na va a m em r o an ag em en mm o , R I T E K. la d im ir i l iev ic h ly k, be f he Co i f O A O "L O ", is im l ly be f he d V V M M U K I L Bo ta t t t tee tan t u a a m em r o an ag em en mm o s u eo us a m em r o ar
	f ire f D O A O R I T E K. tor o c s o
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he Pr inc ip l u de ke he Co iss ion Ag iss ion fee in he f R U B 1 8 0 for h n f he ds ta to t t a t t o t ton t a n r s p ay mm en co mm am ou n ea c e ne o g oo l d, lus he f he iss ion fee 1 8 % V A T t t o t so p on am ou n co mm T he Co in for fro he im f i ig ing d w i l l r in in for i l 3 0 Ju 2 0 1 1, d a ds l s lem tra t e ter to t t ts t tua t t ts n c n s ce m e o s n an em a ce un ne an s r eg ar m u e en i l he ha be le d in fu l l. t t te
be f he ion d he 1. Nu t tra t t	– u n y ve en co mp 3 1
by m r o ns ac ap p rov e d o f ire Bo D tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	he lea for ig h hs ls S 4, 2 2 6, 2 6 3, lus A f S 6 0, 8 1 0. 6 1. T U D 7 5. V T U D 7 t t m t se me n e on ua o
ice ( in ) 2. 2. Pr R U B t am ou n	p ay eq p he lea for ig h hs ls lus f T R U B 1 2 8, 3 2 7, 1 9 4. 2 1, V A T R U B 2 3, 0 9 8, 8 9 4. 9 6. t t m t se p ay me n e on eq ua p o
3. f p ies Na t me s o ar	A O O f k h im ( ) Z L U K I L- Ne Le te sso r ( ) O A O "L U K O I L " Le sse e
4. Na f be f ic iar ies me s o ne
5. Na f ion tra t me o ns ac	Su lem l a Le Ag No 0 9 1 0 3 4 2 o f 3 0 Ap i l 2 0 0 9 o i de ia l p ise ( he ina f he "A "). ta t to t t ter t t p p en g ree me n ase ree me n r n n on -re s n rem s re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	In da i h he Ag he Le i de he Le for he i de ia l p ise i h l t t t, t to t tem t t t to ta ac co r nc e w ree me n sso r p rov s sse e p ora ry us e n on -re s n rem s w a 2, f loc d in he bu i l d ing he d dre l i ls ha dy ka ( he ina f he "b i l d ing "). 6, 1 1 5. 8 m 3 u Bo Or M te t t t tsa ter t are a o a a a ss: a n os co re y w u ,

	da i h he lem l he In Su Ag Ag t t ta t to t t: ac co r nc e w p p en ree me n ree me n 1 2 0 1 0 he fer d he de f fer f a 1 1 a d 1 2 w i h a l a M Le Le No t tra t ts t o tra tan t to ta - o n ay sse e ns s a n sso r a cc ep un r a n a c ns o cc ep ce ro om s n rea 2, th f h ic h d ing he f he f hn ica l loc d in ise he f loo f he 3 6 Bu Te Inv I X 6 to t t o t tor te t t o m ac co r p as sp or rea o c en are a p rem s on r o w u y bu i l d ing ; 2. fro he l a f a l l p ise lea d w i l l be 2 M 2 0 1 0 6, 0 6 8. 8 m t to ta m ay rea o rem s se - fro 2 2 0 1 0 he l lea for he f p ise i l l e l 1 6, 0 4 0, 4 6 0. 2 h, lus A f M R U B 7 V T R U B t to ta t t t m ay se p ay me n u se o rem s w q ua p er mo n p o - 2, 8 8 7, 2 8 2. 9 2.
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	la d im ir ic h kr be f he i f is im l ly he ha irm f he V Iv Ne M Co O A O "L U K O I L ", C t t t tee tan t t an ov aso a m em r o an ag em en mm o s eo us an o v, u Su iso Bo d o f Z A O L U K O I L- Ne f k h im te p erv ry ar
he ia l he ion 8. O f t ter ter t tra t r m a ms o ns ac	he lem l in he im i ig ing d e ds he leg l r la ion be he ies is ing T Su Ag for fro f ta t e ter to t t ts ten to t t tw t t p p en ree me n n s ce m e o s n an a e s ee n p ar ar x , fro 1 2 0 1 0. M m ay
be f he ion d by he 1. Nu t tra t t m r o ns ac ap p rov e Bo d o f D ire tor ar c s	3 2
2. 1. ice ( in S ) Pr U D t am ou n	he lea is S 4 2, 6 3 0 6 p h, lus A f S 6 4. 3 1. T U D 5. V T U D 7, 7 t t se p ay me n er mo n p o
2. 2. ice ( in ) Pr R U B t am ou n	he lea is 1, 3 3 6, 6 0 9. 1 h, lus A f 2 4 0, 8 9. 6 T R U B 7 p V T R U B 5 5. t t se p ay me n er mo n p o
f p ies 3. Na t me s o ar	A O O f k h im ( ) Z L U K I L- Ne Le te sso r O A O "L U K O I L " ( Le ) sse e
4. f be f ic iar ies Na me s o ne	-
f ion 5. Na tra t me o ns ac	Su lem l Ag Ag 0 9 1 0 2 4 f 2 8 Ap i l 2 0 0 9 ( he ina f he "A "). Pr Le No 7 o ta t to ty t ter t t p p en ree me n op er ase ree me n r re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	da i h he Ag for fee he i de for ( fur i f f ice ip i f In Le t t t, t tem ty tur t, tem ac co r nc e w ree me n a sso r p rov s p ora ry us e p rop er n e, o e q u me n s o in ior d éc ) loc d in he bu i l d ing he d dre 3 u l i Bo ls ha Or dy ka M 1 1 5 0 3 5 ter te t t t tsa or a a a ss: y a n os co w , da i h he Su lem l Ag f 1 Ap i l 2 0 1 0, he d d i ion l ly i de d he de In Le Le t t ta t o t t t ts t ac co r nc e w p p en ree me n r sso r a a p rov s, an sse e a cc ep un r a n a c f fer d a l is f w h ic h is de ine d in Ap d ix No 1 he Su lem l Ag tra tan ty, t o ter to t ta t. o ns an cc ep ce p rop er a m p en p p en ree me n i l he lea for he f p ls h, lus f Fr 1 Ap 2 0 1 0, R U B 1, 3 3 6, 6 0 9. 1 7 p V A T R U B 2 4 0, 5 8 9. 6 5. t t t ty t om r se p ay me n us e o rop er eq ua er mo n p o
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	la d im ir ic h kr be f he i f is im l ly he ha irm f he V Iv Ne M Co O A O "L U K O I L ", C t t t tee tan t t an ov aso a m em r o an ag em en mm o s eo us an o v, u Su iso d o f A O O f k h im Bo Z L U K I L- Ne te p erv ry ar
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he Su lem l Ag in for fro he im f i ig ing d e ds he leg l r la ion be he ies is ing ta t e ter to t t ts ten to t t tw t t p p en ree me n n s ce m e o s n an x a e s ee n p ar ar , fro 1 Ap i l 2 0 1 0. m r
be f he ion d by he 1. Nu t tra t t m r o ns ac ap p rov e Bo d o f D ire tor ar c s	3 3
2. 1. ice ( in S ) Pr U D t am ou n	S 3, 2 6 2. 4 9, lus A f S 8 2 U D V T U D 5 7. 5. p o
2. 2. ice ( in ) Pr R U B t am ou n	1 0 2, 2 9, lus A f 1 8, 4 1 0. 2 2. R U B 7 V T R U B p o
f p ies 3. Na t me s o ar	d ing ( ice ) O O O L U K O I L Tr Ho L a us e ns ee O A O "L U K O I L " ( L ice ) ns or
4. f be f ic iar ies Na me s o ne	-
f ion 5. Na tra t me o ns ac	ice ( he ina f he "A "). L t ter t t nc e a g ree me n re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	da i h he Ag he ice he ice he ig h ie hn ica l s da ds "W k In L L t t t, t ts t t t to tar ts tec tan ac co r nc e w ree me n ns or g ran ns ee r us e p rop r y as se r or – lo he i h he O A O "L U K O I L " log " ( he ina f he "T hn ica l S da ds "). t t t ter t tan c s w o re ec r ,

ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	ler ic h b bo in, be f he i f is he br he f lex de ic h Va Se Su M Co O A O "L U K O I L ", A Se t t t t tee t t rg ee a me m r o an ag em en mm o o r o an r rg ee y v v Su b bo in, be f he Co i f O O O O d ing M L U K I L Tr Ho t t t t tee a me m r o an ag em en mm o a us e.
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he ig h he Te hn ica l S da ds is d fro he da f s ig ing f he Ac is ion f r ig h for f ive he t to t tan te t te t t o ts t r us e c r g ran m o n o n p rov o y ea rs on i f he ian de ion ho d o f u du ion f he hn ica l da ds in i f n ha ies Ru Fe M Te S 1 0 ter tor t t t t t tan t ty t r y o ss ra e se : r ep ro c o c r a q ua n o o m ore n co p , is ion f he ies f he Te hn ica l S da ds b- for ing f w k c lo he t t tan to tra tor t p rov o co p o c r su co n c s se w o or s.
1. be f he ion d by he Nu t tra t t m r o ns ac ap p rov e	3 4
d o f ire Bo D tor ar c s
2. 1. Pr ice ( in U S D ) t am ou n	U S D 1 0 2, 5 7 3, 7 5 0.
2. 2. Pr ice ( in R U B ) t am ou n	R U B 3, 2 5 4, 6 6 5, 0 8 7.
3. Na f p ies t me s o ar	O A O "L U K O I L " ( Bu ) y er he ica l ( l ler ) L U K O I L C B. V. Se m
f be f ic iar ies 4. Na me s o ne	-
5. Na f ion tra t me o ns ac	Sa le– ha ha in Z A O L U K O I L- Ne f k h im ( he ina f he "C "). tra t o te ter t tra t p ur c se co n c n s res re on c
6. Su b j f he ion t o t tra t ec ns ac	T he Se l ler i l l s l l he Bu 6 3, 7 5 0 d ina is d ha in Z A O L U K O I L- Ne f k h im ( he ina f lso he "C "), to t ter te ter t w e y er or ry reg e s res re a om p an y i ing f he l n be f o d ing ha in he i h ina l v lue f h ( he ina f he 1 5 % Co R U B 2, 0 0 0 e t tu t t to ta ts tan t t ter t co ns o um r o s res mp an a n om a o ac re u y, w "S ha ") d w i l l fer l l r ig h d du ies ia d w i h he S ha in fu l l m h i le he Bu i l l bu he S ha tra ts t te t t t t t res an ns a an as so c res ea su re, w y er w y res ac ce p , l l r ig h d du ies ia d w i h he ha d p for he ha he fo l low ing he du d by he de d l ine S S ts t te t t t t ter t t a an a sso c res an ay res o n ms p ro ce re, an a s , , ip la d by he Co d e f fec ive ian leg is la ion Ru t te t tra t a t t s u n c n ss
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	A lex de ic h be f he Co i f O A O "L O ", is im l ly he C ha irm f he Ku M M U K I L ty tsy t t t tee tan t t an r zm a n, a m em r o an ag em en mm o s u eo us an o iso d o f he ica l Su Bo L U K O I L C B. V. p erv ry ar m Ly bo N i ko lae K ho ba be f he M Co i f O A O "L U K O I L ", is he f A lex de Ku ic h t t t tee t u v vn a a me m r o an ag em en mm o sp ou se o an r zm , he C ha irm f he Su iso d o f O C he ica l M Bo L U K I L B. V ty tsy t t a n, an o p erv ry ar m
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	i le he ha d a l l a ia d r ig h d du ies i l l p he fro he im he is ke he lev ies in he T S Bu Re t to t te ts t to t t t t tra t t e tr t res an sso c an w as s y er m e g r m a s re an n Re is f ho l de f r is d s i ies f Z A O L U K O I L- Ne f k h im T he for f he Bu 's b l ig ion he Va lue f ter ter t te t t to t g o rs o eg e ec ur o p er ma nc e o y er o a p ay o he ha he l ler i l l be de in fun ds in lum i h in ( ) bu ine da fro he da f S Se 7 t to t tar t w t t te res m a mo ne a p- su m p ay me n sev en s ss s m o w y y lus ion f he Co t tra t. co nc o n c
1. be f he ion d by he Nu t tra t t m r o ns ac ap p rov e Bo d o f D ire tor ar c s	3 5
2. 1. Pr ice ( in U S D ) t am ou n	T he lea for 9 m hs ls U S D 2 0, 2 2 6. 9 0, lus V A T f U S D 3, 6 4 0. 8 4. t t se p ay me n on eq ua p o
2. 2. Pr ice ( in R U B ) t am ou n	T he lea for 9 m hs ls R U B 6 3 0, 8 7 7. 2 3, lus V A T f R U B 1 1 3, 5 5 7. 9 0. t t se p ay me n on eq ua p o
3. f p ies Na t me s o ar	O A O "L O " ( ) U K I L Le sso r i ie ion ( ) O O O N G K Ra Re Le t g ov sse e zv
4. Na f be f ic iar ies me s o ne	-
f ion 5. Na tra t me o ns ac	Su lem l Ag Ag 0 8 1 0 6 6 0 o i de ia l p ise f 1 Au 2 0 0 8 ( he "A "). Le No ta t to t t t t t p p en ree me n ase ree me n n n on -re s n rem s o g us g ree me n
6. Su b j f he ion t o t tra t ec ns ac	2, he Ag he lea for he f he i de ia l p ise i h a l a f 4 6. 6 m Pu Le Le t to t t, t t tem t t t to ta rsu an ree me n sso r ses p ora ry us e o sse e n on -re s n rem s w rea o st ly d loc d ( d ing he f he f hn ica l ) in ise he f loo No 5, 6 a 7, Bu Te Inv Pr No I o 1 te to t t o t tor t na me ro om s n a ac co r p ass p or rea u o c en em s n r y f he bu i l d ing he d dre 3 kr ky bu lva bu i l d ing 1, Po M t t t o a a ss: ov s r, os co w. In da i h he Su lem l Ag fro 1 Au 2 0 1 0 he lea i l l be inc d fro R U B 6 1, 2 1 1. 8 6 p t t ta t, t t t w ac co r nc e w p p en ree me n m g us se p ay me n rea se m er
	h ( lus A f 1 1, 0 1 8. 1 3 ) 0, 0 9 4 h ( lus A f 1 2, 6 1 4 ). V T R U B R U B 7 7. 7 p V T R U B 7. 5 t to t mo n p o er mo n p o

Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	la d im ir i l iev ic h ly k, be f he Co i f O A O "L O ", is im l ly be f he d V V M M U K I L Bo ta t t t tee tan t u a a m em r o an ag em en mm o s u eo us a m em r o ar f ire f i ie ion D O O O N G K Ra Re tor t o c s o g ov zv
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	he Su lem l Ag in for fro he da f s ig ing T ta t e ter to t te p p en ree me n n s ce m o n A l l o he f he Ag in ha d. t ter t t r r ms o ree me n em a un c ng e
1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e d o f ire Bo D tor ar c s	3 6
ice ( in ) 2. 1. Pr U S D t am ou n	he lea for hs ls lus f T 1 0 m U S D 1, 4 0 9, 6 5 0. 9 0, V A T U S D 2 5 3, 7 3 7. 1 6. t t se p ay me n on eq ua p o
2. 2. Pr ice ( in R U B ) t am ou n	T he lea for 1 0 m hs ls R U B 4 3, 9 6 7, 0 1 1. 8 4, lus V A T f R U B 7, 9 1 4, 0 6 2. 1 3. t t se p ay me n on eq ua p o
3. Na f p ies t me s o ar	O O O L U K O I L Tr d ing Ho ( Le ) a us e sse e ( ) O A O "L U K O I L " Le sso r
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	lem l f i de ia l p ise ( he ina f he "). Su Ag Le Ag No 0 9 1 0 3 5 2 o 1 Ju 2 0 0 9 o "A ta t to t t ter t t p p en ree me n ase ree me n ne n n on -re s n rem s re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	In da i h he Ag he Le i de he Le for he i de ia l p ise i h a l a f t t t, t to t tem t t t to ta ac co r nc e w ree me n sso r p rov s sse e p ora ry us e no n-r es n rem s w rea o 2, loc d in he bu i l d ing he d dre kr ky bu lva b l dg 2, 8 0 8. 3 m 3 Po 3, 1, M te t t t a a a ss: ov s r os co w. In da i h he Su lem l Ag t t ta t: ac co r nc e w p p en ree me n i l l h f
	fro he lea inc fro ( lus ) 1 Ju 2 0 1 0 R U B 3, 7 4 5, 2 9 8. 2 9 p V A T R U B 6 7 4, 1 5 3. 6 9 R U B t t w t to m ne se p ay me n rea se m er mo n p o - 4, 2 9 2, 0 5 1. 3 8 p h ( lus V A T f R U B 7 7 2, 5 6 9. 2 5 ) t er mo n p o ;
	2, he i l l r he he ise ( ) i h a l a f loc d a he d dre 3 0 Ju 2 0 1 0 Le Le 9 9 2 4. 6 m 1 t tur to t t t to ta te t t - o n ne sse e w e n sso r p rem s ro om rea o a a ss: w rd Po kr ky bu lva b l dg 1, M in ise No 1 o he 3 f loo t ov s r, os co w, p rem s n r;
	ly he i l l p i de for he f he i de ia l p ise ( ) i h a l a f 1 Ju 2 0 1 0 Le Le 1 2 6 t t tem t t t to ta - o n sso r w rov p ora ry us e o sse e n on -re s n rem s ro om rea o w rd 2 1 0 1. 9 m in he bu i l d ing loc d a 3 kr ky bu lva b l dg 1, in ise 1 o he 3 f loo Po M No t te t: t a ov s r, os co w, p rem s n r; fro ly he lea i l l inc fro h ( lus f ) 1 Ju 2 0 1 0 R U B 4, 2 9 2, 0 5 1. 3 8 p V A T R U B 7 7 2, 5 6 9. 2 5 R U B t t w t to m se p ay me n rea se m er mo n p o -
	4, 4 0 8, 3 2 8. 9 4 p h ( lus A f 9 3, 4 9 9. 2 1 ). V T R U B 7 t er mo n p o
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	ler Se ic h Su b bo in, be f he Co i f O A O "L O ", is he br he f A lex de Se ic h Va M U K I L t t t t tee t t y rg ee v a me m r o an ag em en mm o o r o an r rg ee v Su b bo in, be f he M Co i f O O O L U K O I L Tr d ing Ho t t t t tee a me m r o an ag em en mm o a us e.
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	he lem l in for fro he im f i ig ing d e ds he leg l r la ion be he ies is ing T Su Ag ta t e ter to t t ts ten to t t tw t t p p en ree me n n s ce m e o s n an a e s ee n p ar ar x , fro 1 2 0 1 0. Ju m ne l l o he f he in ha d. A Ag t ter t t r r ms o ree me n em a un c ng e
1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e	3 7
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	he f he lea ls h, lus f T U S D 1, 6 4 9. 4 p V A T U S D 2 9 6. 8 9. t o t t e t am ou n se p ay me n q ua er mo n p o
ice ( in ) 2. 2. Pr R U B t am ou n	he lea is h, lus f T R U B 5 1, 4 4 4. 9 2 p V A T R U B 9, 2 6 0. 0 9. t t se p ay me n er mo n p o
ies 3. Na f p t me s o ar	( ) O A O "L U K O I L " Le sso r f i Or isa ion O C ha i b le d ( ) No Pr L U K I L Fu Le t t ta n- o g an r n sse e
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	lem l f h i de ia l ise ( he ina f he Su Ag Le Ag No 0 7 1 0 1 6 9 1 6 M 2 0 0 7 ta t to t t ter t p p en ree me n ase ree me n o arc on n on -re s n p rem s re "A "). t g ree me n
6. Su b j f he ion t o t tra t ec ns ac	he Ag he i de he for i de ia l p ise ( 1 6 a d 1 ) Pu Le Le No No 7 t to t t, t to t tem t rsu an ree me n sso r p rov s sse e p ora ry us e n on -re s n rem s ro om s n 2, th i h a l a f loc d in ise he f loo f bu i l d ing he d dr ky bu lva 3 4. 2 m No I o 4 C 1 1 Sr M t to ta te t t t ten rea o a p rem s n r o a a es s: e s r, os co w w.

	da i h he Su lem l Ag fro 1 2 0 1 0 he lea i l l be inc d fro 4 4, 9 2 3. 2 p h In Ju R U B 7 t t ta t, t t w t ac co r nc e w p p en ree me n m ne se p ay me n rea se m er mo n ( lus f ) h ( lus f ). V A T R U B 8, 0 8 6. 2 7 R U B 5 1, 4 4 4. 9 2 p V A T R U B 9, 2 6 0. 0 9 to t p o er mo n p o
7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	Va i Yu fov ic h A le kp Pr i de C ha irm f he M Co i d be f he Bo d f D ire f O A O t t, t t t tee t tor g su ero v, es n an o an ag em en mm an me m r o ar o c s o , is he br he f l l i fov le kp be f he da ion d. "L U K O I L ", Ne Yu A Fo Bo t t t t o r o su na ero v, a m em r o un ar An ly A lex dro ic h Ba ko be f he M Co i f O A O "L U K O I L ", is im l ly be f he to t t t tee tan t a an v r v, a m em r o an ag em en mm o s u eo us a m em r o da ion d. Fo Bo t un ar An ly A lex ic h ka len ko be f he Co i f O A O "L O ", is im l ly he C ha irm f he M M U K I L to t t t tee tan t t a ee v os a m em r o an ag em en mm o s u eo us an o , da ion d. Fo Bo t un ar A lex de ic h be f he Co i f O A O "L O ", is im l ly be f he Ku M M U K I L ty tsy t t t tee tan t an r zm a n, a m em r o an ag em en mm o s u eo us a m em r o
	da ion d. Fo Bo t un ar bo i ko lae ho ba be f he Co i f O A O "L O ", is he f A lex de ic h Ly N K M U K I L Ku t t t tee t u v vn a a me m r o an ag em en mm o sp ou se o an r zm , be f he da ion d. M Fo Bo ty tsy t t a n, a m em r o un ar
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he Su lem l Ag in for fro he im f i ig ing d e ds he leg l r la ion be he ies is ing ta t e ter to t t ts ten to t t tw t t p p en ree me n n s ce m e o s n an x a e s ee n p ar ar , fro 1 Ju 2 0 1 0. m ne
be f he ion d by he 1. Nu t tra t t m r o ns ac ap p rov e Bo d o f D ire tor ar c s	3 8
2. 1. ice ( in S ) Pr U D t am ou n	S 2, 6 6 8 8 U D 5, 5. 5 5.
2. 2. ice ( in ) Pr R U B t am ou n	8 1, 0 0 0, 0 0 0. R U B
f p ies 3. Na t me s o ar	( ) O A O "L U K O I L " Co mp an y No Pr f i C ha i Or isa ion Ru ian O ly ian Su Fu d ( he Fu d ) t ty t t t n- o r g an ss mp p p or n n
4. f be f ic iar ies Na me s o ne	-
f ion 5. Na tra t me o ns ac	ion Co ( he ina f he "C "). Do t tra t ter t tra t na n c re on c
b j f he ion 6. Su t o t tra t ec ns ac	da i h he he i l l m ke ha i b le i bu ion f he d o i ba is, In Co Co R U B 8 1, 0 0 0, 0 0 0 Fu t t tra t, t ta tr t to t tu tou ac co r nc e w n c mp an y w a a c r co n o n n a g ra s s d he Fu d u de ke he fun ds ive d f ina ise d d de lop he Ru ian O ly ic t ta to t to ts to t a t t an n n r s us e re ce nc e e ve n org an sup p or n ve ss mp mo ve me n d o he ha iv i f he d. Fu t ter t ty t an r c r ac o n
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	i fov ic h le kp i de ha irm f he i d be f he d f ire f Va Yu A Pr C M Co Bo D O A O t t, t t t tee t tor g su ero es n an o an ag em en mm an a m em r o ar o c s o v, , "L O ", is im l ly be f he d o f f he d a d a be f he Ge l ing f de f he U K I L Bo Tr Fu M Fo tan t tee t t t t s u eo us a m em r o ar us s o n n m em r o ne ra ee o un rs o d. Fu n
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	he Co ha he ig h fro he d o he f he fun ds T Fu t t to t a t t t t mp an y s r req ue s re p or m n n us e o T he Co lso ha he ig h ina he Co ly d de d he f he fun ds i f he be ing d by he t t to ter te t tra t e t tur t t t t mp an y a s r m n c ar an ma n re n o y are n o u se d for he ls ip la d in he Fu Co t t te t tra t. n g oa s u n c T he Co i l l r in in f fec i l he for by he Pa ies f he ir b l ig ion in fu l l. tra t w t u t t t t t t n c em a e n p er ma nc e r o o a s
1. be f he ion d by he Nu t tra t t m r o ns ac ap p rov e d o f ire Bo D tor ar c s	3 9
ice ( in ) 2. 1. Pr U S D t am ou n	f ina ia l ip la d. No ter t te nc ms s u
2. 2. Pr ice ( in R U B ) t am ou n	No f ina ia l ip la d. ter t te nc ms s u
3. f p ies Na t me s o ar	O A O "L O " ( Co ) U K I L mp an y ion l ia ion f de ion isa ion f ( ia ion ) In As Tr -U Or O A O "L U K O I L " As ter t t t t na a so c o a n g an s o so c
f be f ic iar ies 4. Na me s o ne	-

5. Na f ion tra t me o ns ac	Su lem l Ag Gr i Us Co No 0 3 1 0 9 9 2 o f 2 7 Ju ly 2 0 0 3 ( he ina f he "C "). ta t to tu tou tra t ter t tra t p p en ree me n a s e n c re on c
6. Su b j f he ion t o t tra t ec ns ac	he Co he Co i de he Co 's ba lan he for he i f he As ia ion Pu t to t tra t, t ty t t t tu tou t t rsu an n c mp an y p rov s p rop er on mp an y ce s e g ra s u se o so c d ing he lem l he i l l a lso i de ice ip ( i ) he i Ac Su Ag Co f f C P U, for f to t ta t, t t tor t tu tou co r p p en ree me n mp an p rov o eq me n m on g ra s u se o y w u
	he As ia ion fro 1 Au 2 0 1 0. t t t so c m g us
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	Se i ic h ku be f he Co i f O A O "L O ", is im l ly be f he d o f Pe Ku M U K I L Bo tro t t t tee tan t rg e v ra, a me m r o an ag em en mm o s u eo us a m em r o ar he In ion l As ia ion f Tr de -U ion Or isa ion f O A O "L U K O I L ". t ter t t t na a so c o a n g an s o
	An ly A lex dro ic h Ba ko be f he M Co i f O A O "L U K O I L ", is im l ly be f he to t t t tee tan t a an v r v, a m em r o an ag em en mm o s u eo us a m em r o d o f he ion l ia ion f de ion isa ion f Bo In As Tr -U Or O A O "L U K O I L ". t ter t t t ar na a so c o a n g an s o
	ly lex ic h ka len ko be f he i f is im l ly be f he An A M M Co O A O "L U K O I L ", to t t t tee tan t a ee os a m em r o an ag em en mm o s eo us a m em r o v u , d o f he ion l As ia ion f de ion Or isa ion f O A O "L O ". Bo In Tr -U U K I L t ter t t t ar na a so c o a n g an s o
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	A l l o he f he Co in ha d. t ter t tac t r r ms o n em a un c ng e
	T he Su lem l Ag in for fro he da f s ig ing ta t e ter to t te p p en ree me n n s ce m o n
1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e d o f ire Bo D tor ar c s	4 0
ice ( in ) 2. 1. Pr U S D t am ou n	f ina ia l ip la d. No ter t te nc ms s u
2. 2. Pr ice ( in R U B ) t am ou n	No f ina ia l ip la d. ter t te nc ms s u
3. Na f p ies t me s o ar	O A O "L U K O I L " ( Co ) mp an y
	ion l ia ion f de ion isa ion f ( ia ion ) In As Tr -U Or O A O "L U K O I L " As ter t t t t na a so c o a n g an s o so c
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	lem l i f ly ( he ina f he "). Su Ag Gr Us Co No 0 3 1 0 9 9 2 o 2 7 Ju 2 0 0 3 "C ta t to tu tou tra t ter t tra t p p en ree me n a s e n c re on c
6. Su b j f he ion t o t tra t ec ns ac	Pu he Co he Co i de he Co 's ba lan he for he i f he As ia ion t to t tra t, t ty t t t tu tou t t rsu an n c mp an y p rov s p rop er on mp an y ce s e g ra s u se o so c da i h he Su lem l Ag fro Au he As ia ion is ing f he fer d for In 3 1 2 0 1 0 t t ta t, t t t tur t o t ty tra ac co r nc e w p p en ree me n m g us so c re n p ar p rop er ns re i he Co ly M de Be S 5 0 0 L 4 M A T I K b i le, is ion No А 6 7 9 А Е 1 9 9, inv tu tou to t tom ta te tra t tor g ra s u se mp an y, na me : a erc e s nz au o s reg en y d a de b i le, is ion А С inv No 5 6 9 5 0 a M Be E 2 8 0 4 М No 6 4 4 М 1 7 7, No 5 2 4 7 1. tom ta te tra t tor n erc e s nz au o s reg en y
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	i ic h ku be f he i f is im l ly be f he d o f Se Pe Ku M Co O A O "L U K O I L ", Bo tro t t t tee tan t rg e ra, a me m r o an ag em en mm o s eo us a m em r o ar v u he ion l As ia ion f de ion Or isa ion f O A O "L O ". In Tr -U U K I L t ter t t t na a so c o a n g an s o
	An ly A lex dro ic h ko be f he Co i f O A O "L O ", is im l ly be f he Ba M U K I L to t t t tee tan t a an v r v, a m em r o an ag em en mm o s u eo us a m em r o d o he ion l ia ion de ion isa ion Bo f In As f Tr -U Or f O A O "L U K O I L ". t ter t t t ar na a so c o a n g an s o
	An ly A lex ic h M ka len ko be f he M Co i f O A O "L U K O I L ", is im l ly be f he to t t t tee tan t ee em em en eo em a v os a m r o an ag mm o s u us a m r o , d o f he ion l As ia ion f de ion Or isa ion f O A O "L O ". Bo In Tr -U U K I L t ter t t t ar na a so c o a n g an s o
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	l l o he f he in ha d. A Co t ter t tac t r r ms o n em a un c ng e
	T he Su lem l Ag in for fro he da f s ig ing ta t e ter to t te p p en ree me n n s ce m o n
1. be f he ion d by he Nu t tra t t m r o ns ac ap p rov e	4 1
d o f ire Bo D tor ar c s
2. 1. Pr ice ( in U S D ) t am ou n 2. 2. ice in	T he f he loa is U S D 5, 2 5 3, 0 5 7. 2 0. t o t am ou n n he f he loa is 1 0 0 0 0
Pr ( R U B ) t am ou n 3. ies Na t	T R U B 5 6, 7 5, t o t am ou n n O A O "L O " de U K I L Le
f p me s o ar	( ). n r im i d- l ia b i l i ion l i l ium ( he ") ( he ina f "). L Na O Co "B "N O C te ty t t t ter co mp an a ns or m orr ow er re y

4. f be f ic iar ies Na me s o ne	-
f ion 5. Na tra t me o ns ac	Ag ( he ina f he "A "). Lo t ter t t an ree me n re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	da i h he Ag he de i l l p i de he i h ia l-p loa in he f u In Le Bo t t t, t t t t t o to ac co r nc e w ree me n n r w rov rro we r w a sp ec urp os e n a mo un p R U B 1 5 6, 7 0 5, 0 0 0 o he d i ion ip la d by he Ag d he Bo de ke he fun ds ive d a d t t t te t t, t ta to t to n co n s s u ree me n an rro we r u n r s rep ay re ce n p ay in he by he da d p he du in d ica d in he Ag ter t t t tes t to t te t t. es reo n an ur su an p ro ce re ree me n
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	i fov ic h le kp i de ha irm f he i d be f he d f ire f Va Yu A Pr C M Co Bo D O A O t t, t t t tee t tor g su ero es n an o an ag em en mm an a m em r o ar o c s o v, , "L O ", is im l ly be f he d o f ire f O C. U K I L Bo D N tan t tor s u eo us a m em r o ar c s o
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he Bo he loa for he ha ho in d ica d in he Ag t u t t t t te t t. rro we r m ay no se n p urp os es o r n se ree me n he in is he f ina ing f he k o f ia in f fec he da f a l o f in les he ies ha d T Ba Ru Pa ter t r te t te t t o t te ter t, t t to es a re nc ra o n ss e n o cc ru a es un s r ve ag ree d i f fer in t ter t r te. a en es a i l l a he f a l de b f he h ly ba is, i l he fu l l r f he loa inc ip l. he In Bo T ter t w t t o tua t o t t t t t o t es cc ru e o n am ou n c rro we r o n a m on s un ep ay me n n p r a Bo ha he ig h he loa ly ( in ho le in ) i h he i f he Le de t t to t t t t t ten t o t rro we r s r rep ay n e ar w or p ar w w r co ns en n r. he i da f he loa is la ha be d in he loa i l l be i d by he T 3 1 De 2 0 1 0. Ac Bo tur ty te t t ter t ter t o t t m a o n no n ce m r cru e es n n w p a rro we r im l ly i h he f he loa ( he f ). tan t t t o t t t t s u eo us w re p ay me n n a mo un or a p ar reo he ha he ig h he loa ly ( in ho le in ) i h he i f he de T Bo Le t t to t t t t t ten t o t rro we r s r rep ay n e ar or p ar r co ns en n r. w w w I f he loa d /or in is i d o im he Le de ha he ig h l lec l fro he Bo in he f 0. 1 % f t ter t t r t t t t to t a ty t t t o n a n es no ep a n e, n r s r co p en a m rro we r am ou n o he f he d ing b l ig ion for h da f de lay Bo 's t t o t ts tan t am ou n rro we r ou o a s ea c o y
be he ion d by he 1. Nu f t tra t t m r o ns ac ap p rov e d o f ire Bo D tor ar c s	4 2
ice ( in ) 2. 1. Pr U S D t am ou n	h, lus f U S D 8, 8 0 4. 2 0 p V A T U S D 1, 5 8 4. 7 6. t er mo n p o
ice ( in ) 2. 2. Pr R U B t am ou n	h, lus f R U B 2 6 2, 6 3 9. 8 7 p V A T R U B 4 7, 2 7 5. 1 8. t er mo n p o
f p ies 3. Na t me s o ar	k ( ) O A O Ba Pe Le tro n co mm erc e sse e O A O "L O " ( ) U K I L Le sso r
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	lem l f be i de ia l ise ( he ina f he Su Ag Le Ag No 0 9 1 0 6 8 0 1 Oc 2 0 0 9 ta t to t to t ter t p p en ree me n ase ree me n o r on n on -re s n p rem s re "A "). t g ree me n
6. Su b j f he ion t o t tra t ec ns ac	da i h he Ag he i de he for he i de ia l p ise i h a l a f In Le Le t t t, t to t tem t t t to ta ac co r nc e w ree me n sso r p rov s sse e p ora ry us e no n-r es n rem s w rea o 2, 1 7 4. 6 m loc d in he bu i l d ing he d dre 1 1 Sr ky bu lva M te t t t ten ss: e a a a s r, os co w. da i h he Su lem l Ag fro 1 Oc be 2 0 1 0 he lea i l l be inc d fro 2 2 9, 3 4 4 3 p In R U B 7. t t ta t, to t t w ac co r nc e w p p en ree me n m r se p ay me n rea se m er h ( lus V A T f R U B 4 1, 2 8 2. 5 4 ) R U B 2 6 2, 6 3 9. 8 7 p h ( lus V A T f R U B 4 7, 2 7 5. 1 8 ). t to t mo n p o er mo n p o
7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	A lex de Ku ic h M be f he M Co i f O A O "L U K O I L ", is im l ly be f he ty tsy t t t tee tan t an r zm a n, a m em r o an ag em en mm o s u eo us a m em r o d o f ire f k Bo D O A O Ba Pe tor tro ar c s o n co mm erc e. Ly bo N i ko lae K ho ba be f he M Co i f O A O "L U K O I L ", is he f A lex de Ku ic h t t t tee t u v vn a a me m r o an ag em en mm o sp ou se o an r zm , be f he d o f ire f k M Bo D O A O Ba Pe ty tsy t tor tro a n, a m em r o ar c s o n co mm erc e. i d Ar l do ic h du be f he Co i f O A O "L O ", is im l ly he C ha irm f he Le Fe M U K I L t t t tee tan t t on no v n, a m em r o an ag em en mm o s u eo us an o d o f ire f k Bo D O A O Ba Pe tor tro ar c s o n co mm erc e. Se i An l iev ic h i k ha i lov be f he d o f ire f O A O "L O ", is im l ly be f he d o f M Bo D U K I L Bo to t tor tan t rg e a a m em r o ar c s o s u eo us a m em r o ar , ire k D f O A O Ba Pe tor tro c s o n co mm erc e.
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he Su lem l Ag in for fro he da f s ig ing ta t e ter to t te p p en ree me n n s ce m o n A l l o he f he Ag in ha d. t ter t t r r ms o ree me n em a un c ng e
be f he ion d by he 1. Nu t tra t t m r o ns ac ap p rov e	4 3

Bo d o f D ire tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	f ina ia l ip la d. No ter t te nc ms s u
2. 2. ice ( in ) Pr R U B t am ou n	f ina ia l ip la d. No ter t te nc ms s u
3. f p ies Na t me s o ar	O A O "L O " ( Co ) U K I L mp an y
	In ion l As ia ion f Tr de -U ion Or isa ion f O A O "L U K O I L " ( As ia ion ) ter t t t t na a so c o a n g an s o so c
4. Na f be f ic iar ies me s o ne	-
f ion 5. Na tra t me o ns ac	Co he i f n i de ia l p ise ( he ina f he "C "). tra t o t tu tou t ter t tra t n c n g ra s u se o on -re s n rem s re on c
6. Su b j f he ion t o t tra t ec ns ac	he Co fro 1 Se be 2 0 1 0 he Co i l l p i de he As ia ion for i de ia l Pu t to t tra t, tem t to t t tem t rsu an n c m p r mp an y w rov so c p ora ry us e no n-r es n
	2, th ise i h a l a f 4 0 8. 1 m loc d o he 5 f loo f he bu i l d ing he d dre 5 U lan ky lo k, bu i l d ing 1, M t to ta te t t t t p rem s w rea o a n r o a a ss: s p ere u os co w.
7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	Se i Pe ic h Ku ku be f he M Co i f O A O "L U K O I L ", is im l ly be f he Bo d o f tro t t t tee tan t rg e v ra, a me m r o an ag em en mm o s u eo us a m em r o ar
	he ion l ia ion f de ion isa ion f In As Tr -U Or O A O "L U K O I L ". t ter t t t na a so c o a n g an s o
	ly lex dro ic h ko be f he i f is im l ly be f he An A Ba M Co O A O "L U K O I L ", to t t t tee tan t a an r a m em r o an ag em en mm o s eo us a m em r o v v, u
	d o f he ion l As ia ion f de ion Or isa ion f O A O "L O ". Bo In Tr -U U K I L t ter t t t ar na a so c o a n g an s o
	An ly A lex ic h ka len ko be f he Co i f O A O "L O ", is im l ly be f he M M U K I L to t t t tee tan t a ee v os a m em r o an ag em en mm o s u eo us a m em r o ,
	Bo d o f he In ion l As ia ion f Tr de -U ion Or isa ion f O A O "L U K O I L ". t ter t t t ar na a so c o a n g an s o
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he Co is lu de d for io d e d ing 1 5 Ju 2 0 1 1. I f o h be for he d o f he f he Co i he ha tra t t t t ter t tra t n t ty n c co nc a p er n ne ne m on e en m o n c e r p ar s
	he he i ice f i fus l d he i i l l be de d ha be de d for hs he Co 1 1 m t t t t ten t ts to ten t tra t, t w to ten t t sen o r a w r no o re a ex n c em e ve en ex on on sa me
	ter ms
1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e d o f ire Bo D	4 4
tor ar c s ice in 2. 1. Pr U S D	ina ia l la d. No f
( ) t am ou n 2. 2. Pr ice in R U B	ip ter t te nc ms s u No f ina ia l la d.
( ) t am ou n 3. Na ies	ip ter t te nc ms s u O A O "L U K O I L " Co
f p t me s o ar	( ) mp an y ion l ia ion f de ion isa ion f ia ion In As Tr -U Or O A O "L U K O I L " As ter t t t t
f be f ic iar ies 4. Na	( ) na a so c o a n g an s o so c
me s o ne 5. Na f ion tra t	- Su lem l Gr i Us Co No 0 4 1 0 4 9 4 o f 1 1 M 2 0 0 4 he ina f he "C ta t to tu tou tra t ter t tra t
me o ns ac 6. Su b f he ion	Ag ( "). p p en ree me n a s e n c ay re on c Pu he Co he Co i de for he i f he As ia ion
j t o t tra t ec ns ac	t to t tra t, t t tu tou t t rsu an n c mp an y p rov s g ra s u se o so c : 2, i de ia l p ise i h a l a f loc d in he bu i l d he d dr kr bu lva bu i l d 7 2 8. 5 m 3 Po 1 A, M t t to ta te t t t
	ing ky ing no n-r es n rem s w rea o a a a es s: ov s r, os co w. In da i h he Su lem l Ag he Pa ies b l is h he f g i de he Co be ing t t ta t, t t to ta t ter tu tou t tra t a to ac co r nc e w en ree me n r ree es m o ra s u se un r n c s
	p p ag inc lus ive 3 1 Au 2 0 1 0 t g us
7. Gr ds for in d p ta tus ter te ty es ou n s as an ar	Se i Pe ic h Ku ku be f he M Co i f O A O "L U K O I L ", is im l ly be f he Bo d o f tro t t t tee tan t e me em en eo em rg v ra, a m r o an ag mm o s u us a m r o ar
	he ion l As ia ion f de ion Or isa ion f O A O "L O ". In Tr -U U K I L t ter t t t na a so c o a n g an s o
	An ly A lex dro ic h ko be f he Co i f O A O "L O ", is im l ly be f he Ba M U K I L to t t t tee tan t a an v r v, a m em r o an ag em en mm o s u eo us a m em r o
	Bo d o f he In ion l As ia ion f Tr de -U ion Or isa ion f O A O "L U K O I L ". t ter t t t ar na a so c o a n g an s o
	An ly A lex ic h M ka len ko be f he M Co i f O A O "L U K O I L ", is im l ly be f he to t t t tee tan t a ee v os a m em r o an ag em en mm o s u eo us a m em r o ,
	d o f he ion l ia ion f de ion isa ion f Bo In As Tr -U Or O A O "L U K O I L ". t ter t t t ar na a so c o a n g an s o
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	he lem l in for fro he da f s ig ing T Su Ag ta t e ter to t te p p en ree me n n s ce m o n

be he ion d by he 1. Nu f t tra t t m r o ns ac ap p rov e	4 5
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	he ice i l l n d T U S D 6 0, 5 2 7, 1 7 2. t e p r w o xc ee
ice ( in ) 2. 2. Pr R U B t am ou n	he ice i l l n d T R U B 1, 8 6 0, 0 0 0, 0 0 0. t e p r o xc ee w
f p ies 3. Na t me s o ar	( de ). O A O "L U K O I L " Le n r
	im i d- l ia b i l i ion l O i l Co ium ( he "B ") ( he ina f "N O C "). L Na te ty t t t ter co mp an y a ns or m orr ow er re
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	( he ina f he "). Lo Ag "A t ter t t an ree me n re g ree me n
b j f he ion 6. Su t o t tra t ec ns ac	da i h he he de i l l p i de he i h a ia l-p loa in d In Ag Le Bo R U B t t t, t t t t n t to ac co r nc e w ree me n n r w rov rro we r w sp ec urp os e n an am ou n o ex ce e
	1, 8 6 0, 0 0 0, 0 0 0 he d i ion ip la d by he Ag d he de ke he fun ds ive d d Bo t t t te t t, t ta to t to on c on s s u ree me n an rro we r u n r s rep ay re ce an p ay
	in he by he da d p he du in d ica d in he Ag T he loa be i de d a lum in ter t t t tes t to t te t t. es reo ce re ree me n an ur su an p ro n n m ay p rov s a p su m or
	he ba is f a for fun ds d w i l l be de d ha be i de d a lum ( in ) fro he da f a l ts, t t to ts t te tua p ar on s o re q ue s an em e ve en p rov s a p su m p ar m o c ,
	i f he f loa ( f he loa ) he lem f he Bo t tan t t o t o t to t t t t a t o t rem ce o am ou n n p ar n se en cc ou n rro we r.
7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	Va i Yu fov ic h A le kp Pr i de C ha irm f he M Co i d be f he Bo d f D ire f O A O t t, t t t tee t tor g su ero v, es n an o an ag em en mm an a m em r o ar o c s o ,
	is im l ly be f he d o f ire f "L U K O I L ", Bo D N O C. tan t tor s eo us a m em r o ar c s o u
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	he he loa for he ha ho in d ica d in he Ag T Bo t u t t t t te t t. rro we r m ay no se n p urp os es o r n se ree me n les he ies he ise in he i l in for he f he loa f loa in Un Pa Bo
	l p ing t t t ter t r te, t ter t t t t a t ter t r te to s r ag ree o rw on an es a rro we r w ay es se o n a es a u be de ine d a he les f lue he f ina f he k o f ia in f fec he da f a l o f in 1 0 % Ba Ru ter t tw t te t t o t te ter
	ing t, m s ser o o v a s: re nc ra o n ss e n o cc ru a es or er an nu m.
	p i l l a he f a l de b f he h ly ba is, i l he fu l l r f he loa inc ip l. In Bo ter t w t t o tua t o t t t t t o t es cc ru e o n am ou n c rro we r o n a m on s un me n r a
	ep ay n p T he loa i l l be de d ha be i d in fu l l fro he im Bo fu l f i ls i b l ig ion he fu l l a f he loa T he to t t ts t t t o t n w em e ve en re a m e rro we r o a s o n mo un n.
	p loa ( he i h a d in ) ho l d be i d by he in fu l l n la ha be d o Bo 3 1 De 2 0 1 8. In tog t t ter t t t ter t ter t a n e r w ny ac cru e es s u re p a rro we r o n ce m r es cc ru e n
	he loa i l l be i d by he Bo im l ly i h he f he loa inc ip l ( he f ). T he Bo ha he t t tan t t t o t t t t n w p a rro we r s u eo us w re p ay me n n p r a or a p ar reo rro we r s
	ig h he loa ly ( in ho le in ) i h he i f he de Le t to t t t t t ten t o t r rep ay n e ar w or p ar w w r co ns en n r.
	I f he loa d /or in is i d o im he Le de ha he ig h l lec l fro he Bo in he f 0. 1 % f t ter t t r t t t t to t a ty t t t o n a n es no ep a n e, n r s r co p en a m rro we r am ou n o
	he f he d ing b l ig ion for h da f de lay Bo 's t t o t ts tan t am ou n rro we r ou o a s ea c o y
be f he ion d by he 1. Nu t tra t t m r o ns ac ap p rov e	4 6
d o f ire Bo D tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	f ina ia l ip la d. No ter t te nc ms s u
ice ( in ) 2. 2. Pr R U B t am ou n	f ina ia l ip la d. No ter t te nc ms s u
f p ies 3. Na t me s o ar	( ) O A O "L U K O I L " Co mp an y
	ion l As ia ion f de ion Or isa ion f O A O "L O " ( As ia ion ) In Tr -U U K I L ter t t t t na a so c o a n g an s o so c
4. f be f ic iar ies Na me s o ne	-
f ion 5. Na tra t me o ns ac	Su lem l Ag Gr i Co f ly ( he ina f he "C "). Us No 0 3 1 0 9 9 2 o 2 7 Ju 2 0 0 3 ta t to tu tou tra t ter t tra t p p en ree me n a s e n c re on c
b j f he ion 6. Su t o t tra t ec ns ac	he he i de he ba lan he for he i f he ia ion Pu Co Co Co 's As t to t tra t, t ty t t t tu tou t t rsu an n c mp an p rov s p rop er on mp an ce s e g ra s u se o so c y y
	In da i h he Su lem l Ag fro 3 0 Se be 2 0 1 0 he As ia ion is ing f he fer d t t ta t, tem t t tur t o t ty tra ac co r nc e w p p en ree me n m p r so c re n p ar p rop er ns re
	for i he ly bo d c ( inv ). Co No 5 0 8 1 6 tu tou to t ter tor g ra s u se mp an na me : o n- ar om p en y, u y

7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	Se i Pe ic h Ku ku be f he M Co i f O A O "L U K O I L ", is im l ly be f he Bo d o f tro t t t tee tan t rg e v ra, a me m r o an ag em en mm o s u eo us a m em r o ar
	he ion l ia ion f de ion isa ion f In As Tr -U Or O A O "L U K O I L ". t ter t t t na a so c o a n g an s o
	ly lex dro ic h ko be f he i f is im l ly be f he An A Ba M Co O A O "L U K O I L ", to t t t tee tan t a an r a m em r o an ag em en mm o s eo us a m em r o v v, u Bo d o f he In ion l As ia ion f Tr de -U ion Or isa ion f O A O "L U K O I L ". t ter t t t ar na a so c o a n g an s o
	An ly A lex ic h ka len ko be f he Co i f O A O "L O ", is im l ly be f he M M U K I L to t t t tee tan t a ee v os a m em r o an ag em en mm o s u eo us a m em r o , d o f he ion l ia ion f de ion isa ion f Bo In As Tr -U Or O A O "L U K O I L ". t ter t t t ar na a so c o a n g an s o
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	A l l o he f he Co in ha d. t ter t tac t r r ms o n em a un c ng e
	he Su lem l Ag in for fro he da f s ig ing T ta t e ter to t te p p en ree me n n s ce m o n
be f he ion d by he 1. Nu t tra t t m r o ns ac ap p rov e Bo d o f D ire tor ar c s	4 7
2. 1. ice ( in S ) Pr U D t am ou n	he im f he iss ion fee is S 8, 2 6 0. he im f he Ag 's S T U D 7. 7 T U D te t o t te t o t t a p p rox a am ou n c om m a p p rox a am ou n en ex p en ses a re 1, 0 1 7, 4 3 3. 0 3.
2. 2. Pr ice ( in R U B ) t am ou n	T he im f a fee is R U B 2 4 5, 0 0 0. ( T he im f he Ag 's im bu b le ls R U R te t o te t o t t ap p rox a am ou n g en cy ap p rox a am ou n en re rsa ex p en ses eq ua ). 3 0, 1 5 0, 0 0 0
f p ies 3. Na t me s o ar	( inc ip l ) O A O R I T E K Pr a
	O A O "L U K O I L " ( Ag ) t en
4. f be f ic iar ies Na me s o ne	-
f ion 5. Na tra t me o ns ac	Ag ( he ina f he "A "). t ter t t en cy ag ree me n re g ree me n ,
b j f he ion 6. Su t o t tra t ec ns ac	he de ke for leg l a d he ion for fee he ins ion f he inc ip l, in i bu he T Ag Pr t u ta to t t t tru t t ts t a t t en n r s p er m a n o r a c s a on c s o a ow n na me , f he Pr inc ip l, ize he ion f o i l o ive bo in he d by he Pr inc ip l a d a d u t to t tra ta t ts t t a t ex p en se o a org an ns p or o n r r a am ou n nn ou nc e a n g ree p on by he ies in i ing he i l w i l l be d fro he do k f he be hn i l a d du ion d ing i Pa T Le O Ga Pr Pr S t t t tra te t t t te r wr o ns p or m c o vo rez n s o c an oc es s y ( O G S ) f lg dn f be lon ing he inc ip l, do k f he ka i l- loa d ing ina l, be lon ing O O O P P T P P Vo Pr No 5 o Ta teg to t to t ty ter to o og ra e az g a c an o m g , lg dn f bo ka L U K O I L- Vo tep t og ra e ere ra
7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	Va ler Isa ko ic h Gr fer he C ha irm f he Bo d o f D ire f O A O "L U K O I L ", is im l ly he C ha irm f he Bo d t t tor tan t t y a v ay an o ar c s o s u eo us an o ar , f ire f O A O d is lso he fa he f len ler iev ko be f he Co i f O A O D R I T E K, E Va Pa M tor t t t t t tee o c s o an a r o a na na va a m em r o an ag em en mm o , R I T E K.
	V la d im ir V i l iev ic h M ly k, be f he M Co i f O A O "L U K O I L ", is im l ly be f he Bo d ta t t t tee tan t u a a m em r o an ag em en mm o s u eo us a m em r o ar f ire f D O A O R I T E K. tor o c s o
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	he i l l e in for d be b in d ing for he ies fro he im f i ig ing ds he for f T Ag Pa As t w ter to t t t t ts t ree me n n ce a n r m e o s n re g ar p er ma nc e o h ip he Ag i l l r in in f fec i l 3 1 be 2 0 1 1, d a ds he for f s lem for he ice De ts, t t w t u t t t t ts t s me n ree me n em a e n ce m r an s r eg ar p er ma nc e o e en se rv s de d – i l he ha be for d in fu l l. t t ren re un ve en p er me y he f he iss ion fee is 2. 6 0 p f g ig h d ing he i in d ica d in he ive b i l l o f la d ing T R U B t o t ton t, to t t ty te t am ou n co mm er ne o ro ss we ac co r q ua n r r he im f s h ip T he f r ion i l l be inc d by he f v lue d de d he b l is he d by he t t t t. t o t t t o tax t t te ta t a e o me n am ou n em un era w rea se am ou n a -a a ra es ,
1. be f he ion d he Nu	leg is la ion f he ian de ion ( 1 8 % ). Ru Fe t t t o ss ra 4 8
by t tra t t m r o ns ac ap p rov e Bo d o f D ire tor ar c s
2. 1. Pr ice ( in U S D ) t am ou n	No f ina ia l ip la d. ter t te nc ms s u
2. 2. ice ( in ) Pr R U B t am ou n	f ina ia l ip la d. No ter t te nc ms s u
3. f p ies Na t me s o ar	O A O "L O " ( Co ) U K I L mp an y

	ion l ia ion f de ion isa ion f ( ia ion ) In As Tr -U Or O A O "L U K O I L " As ter t t t t na a so c o a n g an s o so c
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	lem l i f ly ( he ina f he ") *. Su Ag Gr Us Co No 0 3 1 0 9 9 2 o 2 7 Ju 2 0 0 3 "C ta t to tu tou tra t ter t tra t p p en ree me n a s e n c re on c ,
6. Su b j f he ion t o t tra t ec ns ac	Pu he Co he Co i de he Co 's ba lan he for he i f he As ia ion t to t tra t, t ty t t t tu tou t t rsu an n c mp an y p rov s p rop er on mp an y ce s e g ra s u se o so c da i h he lem l In Su Ag t t ta t: ac co r nc e w p p en ree me n fro 1 Oc be 2 0 1 0 he Co i l l fer d d i ion l p ly i de d isp lay ( inv No 6 4 7 8 3 ), for he to t tra t ty, tem tor t m r mp an y w ns a a rop er n am e a v o sy s en y - i f he ia ion As tu tou t t g ra s u se o so c ; fro 3 1 Oc be 2 0 1 0 he As ia ion i l l r he Co f he fer d for i d ing to t t tur to t t o t ty tra tu tou to m r so c w e n mp an y p ar p rop er ns re g ra s u se ac co r - d ix he ( he lv ing dro be b le, ). Ap No 1 Co to t tra t ta tc p en n c s wa r e , ,
ds in d p 7. Gr for ta tus ter te ty ou n s as an es ar	i ic h ku be he i is im l ly be he d o Se Pe Ku f M Co f O A O "L U K O I L ", f Bo f tro t t t tee tan t rg e ra, a me m r o an ag em en mm o s eo us a m em r o ar v u he ion l As ia ion f de ion Or isa ion f O A O "L O ". In Tr -U U K I L t ter t t t na a so c o a n g an s o An ly A lex dro ic h ko be f he Co i f O A O "L O ", is im l ly be f he Ba M U K I L to t t t tee tan t a an v r v, a m em r o an ag em en mm o s u eo us a m em r o Bo d o f he In ion l As ia ion f Tr de -U ion Or isa ion f O A O "L U K O I L ". t ter t t t ar na a so c o a n g an s o
	An ly A lex ic h M ka len ko be f he M Co i f O A O "L U K O I L ", is im l ly be f he to t t t tee tan t a ee v os a m em r o an ag em en mm o s u eo us a m em r o , d o f he ion l ia ion f de ion isa ion f Bo In As Tr -U Or O A O "L U K O I L ". t ter t t t ar na a so c o a n g an s o
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	he lem l in for fro he im f i ig ing d e ds he leg l r la ion be he ies is ing T Su Ag ta t e ter to t t ts ten to t t tw t t p p en ree me n n s ce m e o s n an a e s ee n p ar ar x , fro 1 Oc be 2 0 1 0. to m r l l o he f he in ha d. A Ag t ter t t r r ms o ree me n em a un c ng e
1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e	4 9
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	f ina ia l ip la d. No ter t te nc ms s u
ice ( in ) 2. 2. Pr R U B t am ou n	f ina ia l ip la d. No ter t te nc ms s u
3. Na f p ies t me s o ar	O A O "L U K O I L " ( Co ) mp an y ion l As ia ion f de ion Or isa ion f O A O "L O " ( As ia ion ) In Tr -U U K I L ter t t t t na a so c o a n g an s o so c
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	lem l i f ly ( he ina f he "). Su Ag Gr Us Co No 0 3 1 0 9 9 2 o 2 7 Ju 2 0 0 3 "C ta t to tu tou tra t ter t tra t p p en ree me n a s e n c re on c
b j f he ion 6. Su t o t tra t ec ns ac	he he i de he ba lan he for he i f he ia ion Pu Co Co Co 's As t to t tra t, t ty t t t tu tou t t rsu an n c mp an p rov s p rop er on mp an ce s e g ra s u se o so c y y he Su lem l Ag fro 1 be 2 0 1 0 he Co i l l a lso i de he for h in Ap d ix Pu No No t to t ta t, t t ty t t rsu an p p en ree me n m ve m r mp an y w p rov p rop er se p en h ic h is in l p he f, for i ( f i l ing b ine b le, ha ir, ). 1, teg t tu tou t, ta tc. an ra ar reo g ra s u se ca ar m c e w
7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	Se i Pe ic h Ku ku be f he M Co i f O A O "L U K O I L ", is im l ly be f he Bo d o f tro t t t tee tan t rg e v ra, a me m r o an ag em en mm o s u eo us a m em r o ar he ion l ia ion f de ion isa ion f In As Tr -U Or O A O "L U K O I L ". t ter t t t na a so c o a n g an s o
	ly lex dro ic h ko be f he i f is im l ly be f he An A Ba M Co O A O "L U K O I L ", to t t t tee tan t a an v r v, a m em r o an ag em en mm o s u eo us a m em r o Bo d o f he In ion l As ia ion f Tr de -U ion Or isa ion f O A O "L U K O I L ". t ter t t t ar na a so c o a n g an s o An A lex ic h M ka len ko be f he M Co i f O A O "L U K O I L ", is im l be f he to t t t tee tan t
	ly ly a ee v os a m em r o an ag em en mm o s u eo us a m em r o , d o f he ion l ia ion f de ion isa ion f Bo In As Tr -U Or O A O "L U K O I L ". t ter t t t ar na a so c o a n g an s o
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he Su lem l Ag in for fro he im f i ig ing d e ds he leg l r la ion be he ies is ing ta t e ter to t t ts ten to t t tw t t en ree me ce e o e ee p p n n s m s n an x a s n p ar ar , fro 1 Oc be 2 0 1 0. to m r

be f he ion d by he 1. Nu t tra t t m r o ns ac ap p rov e	5 0
Bo d o f D ire tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	f ina ia l ip la d. No ter t te nc ms s u
2. 2. ice ( in ) Pr R U B t am ou n	f ina ia l ip la d. No ter t te nc ms s u
3. f p ies Na t me s o ar	O A O "L O " ( Co iss ion Ag ) U K I L t mm en
	O A O R I T E K ( Pr inc ip l ) a
4. Na f be f ic iar ies me s o ne	-
f ion 5. Na tra t me o ns ac	Su lem l Ag Co iss ion Co 0 9 1 1 0 2 / / 0 9 1 0 8 8 1 o f 1 4 be 2 0 0 9 ( he ina f he "C "). No W De ta t to tra t ter t tra t p p en ree me n mm n c ce m r re on c
6. Su b j f he ion t o t tra t ec ns ac	da i h he Co he Co iss ion Ag de ke for for fee ion inv lv ing he le f o i l o f he In t t tra t, t t u ta to tra t t t ac co r nc e w n c mm en n r s p er m a ns ac s o sa o Pr inc ip l ( he ina f he "p du ") he for ig ke in i bu he ins ion d u ing he fun ds f he Pr inc ip l. ter t t t t ts t o t tru t t t a re ro c on e n m ar ow n n am e, n c s a n s o a , da i h he Su lem l Ag In t t ta t: ac co r nc e w p p en ree me n
	du he ing f O A O L U K O I L- Vo lg dn f hr h l i da ion i h O A O R I T E K, he he Co is to t tru tur teg t t t t ty to t tra t e re s c o og ra e az ou g co ns o w p ar n c - he lg dn f O A O R I T E K, O A O L U K O I L- Vo t to teg su cc es so r og ra e az ;
	dm ha be in du d ion 2 "O b l ig ion f he Pr inc ip l " ( in 2. 1, 2. 2, 2. 4, 2. 5, 2. 8 a d 2. 1 1 ) d ion 3 ts tro to t t t ts t - a me n en ve en ce sec a s o a p o n an sec b l ig ion f he iss ion f he d ing he fer f he b l ig ion f o i l a lon he i l "O Co Ag " o Co t t t t tra t, t tra t t to tra t o t a s o mm en n c reg ar ns o o a en su re ns p or g o in l ine f O A O A f fro he Co iss ion Ag he inc ip l; K Tr Pr t t t to t ma o an sn e m mm en a
	in f he ha be de d ip la he fer f o i l in ke iss ion he i l m ing ion ( he ina f 4. 1 o Co t t tra t to t te t tra ta t t ter ta t ter - p o n c s en re wo r s ns o on co mm a o e s re u , O S ) loc d he i l in ke in he in l ine ip l ine he O S loc d he he he fer f o i l he is M M Bu te t t ta t to t t t te t t t w t tra to t a a o p o m a p e a a a sp o re ns o y er is d w he de l ive ing i l by ip l ine he he im f s ig ing f he b i l l o f la d ing ter tra t o t t t a t t t t reg e n r o p e ns p or r a se a p or e o n o
7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	Va ler Isa ko ic h Gr fer he C ha irm f he Bo d o f D ire f O A O "L U K O I L ", is im l ly he C ha irm f he Bo d t t tor tan t t y a v ay an o ar c s o s u eo us an o ar , f ire f O A O d is lso he fa he f len ler iev ko be f he Co i f O A O D R I T E K, E Va Pa M tor t t t t t tee o c s o an a r o a na na va a m em r o an ag em en mm o , R I T E K. la d im ir i l iev ic h ly k, be f he i f is im l ly be f he d V V M M Co O A O "L U K O I L ", Bo ta t t t tee tan t u a a m em r o an ag em en mm o s u eo us a m em r o ar
	f D ire f O A O R I T E K. tor o c s o
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he Su lem l Ag in for fro he im f i ig ing d e ds he leg l r la ion be he Pa ies is ing ta t e ter to t t ts ten to t t tw t t p p en ree me n n s ce m e o s n an x a e s ee n r ar , fro be 1 No 2 0 1 0. m ve m r
be f he ion d by he 1. Nu t tra t t m r o ns ac ap p rov e d o f ire Bo D tor ar c s	5 1
ice ( in ) 2. 1. Pr U S D t am ou n	he im lue f he ion is T U S D 2, 0 3 2, 5 8 5. 9 0. te t tra t ap p rox a va o ns ac
ice ( in ) 2. 2. Pr R U B t am ou n	he im lue f he ion is T R U B 6 3, 0 0 0, 0 0 0. te t tra t ap p rox a va o ns ac
f p ies 3. Na t me s o ar	( l ier ) O A O R I T E K Su p p O A O "L O " ( ) U K I L Bu er
4. f be f ic iar ies Na me s o ne	y
f ion 5. Na tra t me o ns ac	- lem l ly f ( he ina f he "). Su Ag Su Co No 0 8 1 0 7 2 0 o 1 2 Au 2 0 0 8 "C ta t to tra t t ter t tra t en ree me n n c us re on c
b j f he ion 6. Su t o t tra t ec ns ac	p p p p g de he he l ier de ke ly he i h ia d p leu d /or l g du ing he io d Un Co Su Bu t tra t, t ta to t t te tro tur t r n c n r s er ass oc e m as an n a a as r er u w
	p p sup p g p y fro 1 Ap i l 2 0 0 8 3 1 be 2 0 1 0, d he de ke d p he Su l ier for he l ie d. De Bu to t ta to t a t t m r ce m r an y er un r s ac ce p n ay p p g as sup p
	da i h he lem l In Su Ag t t ta t: ac co r nc e w p p en ree me n
	du he ing f O A O O lg dn f hr h l i da ion i h O A O he he Co is L U K I L- Vo R I T E K, to t tru tur teg t t t t ty to t tra t e re s c o og ra e az ou g co ns o w p ar n c -
	O A O R I T E K, he O A O L U K O I L- Vo lg dn f t to teg su cc es so r og ra e az ;
	he Su l ier de ke ly he i h a ia d p leu d /or l g du ing he io d fro 1 2 0 1 1 Bu Jan t ta to t t te tro tur t to p p un r s sup p y er w sso c e m g as an na a as r p er m ua ry - 3 a
	3 1 De be 2 0 1 1 in f u 2 0, 1 0 0 i l l ion d ing he du b l is he d by he Co d he Bu t o to to t ta t tra t, t ce m r an am ou n p m m cc or p ro ce re es n c an y er de ke d p he l ier for he in d ica d g Su ta to t a t t te un r s ac ce p n ay p p as

ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	ler ko ic h fer he ha irm f he d o f ire f is im l ly he ha irm f he d Va Isa Gr C Bo D O A O "L U K O I L ", C Bo t t tor tan t t a ay an o ar c s o s eo us an o ar y v u , f ire f O A O d is lso he fa he f len ler iev ko be f he Co i f O A O D R I T E K, E Va Pa M tor t t t t t tee o c s o an a r o a na na va a m em r o an ag em en mm o , R I T E K. la d im ir i l iev ic h ly k, be f he Co i f O A O "L O ", is im l ly be f he d V V M M U K I L Bo ta t t t tee tan t u a a m em r o an ag em en mm o s u eo us a m em r o ar f ire f D O A O R I T E K. tor o c s o
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he Su lem l Ag in for fro he im f i ig ing d e ds he leg l r la ion f he Pa ies is ing fro ta t e ter to t t ts ten to t t t t p p en ree me n n s ce m e o s n an x a e s o r ar m , be ds he ion by he ies f he in ion i h he isa ion f 1 No 2 0 1 0 Pa Co L U K O I L t t t t t tra t t t t t ve m r as reg ar e xe cu r o n c co nn ec w r eo rg an o Vo lg dn f hr h c l i da ion i h O A O R I T E K. teg t t t og ra e az ou g on so w
1. be f he ion d by he Nu t tra t t m r o ns ac ap p rov e d o f ire Bo D tor ar c s	2 5
2. 1. Pr ice ( in U S D ) t am ou n	T he im f c iss ion fee is U S D 1, 2 6 6, 6 2 8. 5. te t o ap p rox a am ou n om m
2. 2. Pr ice ( in R U B ) t am ou n	T he im f c iss ion fee is R U B 3 9, 6 0 0, 0 0 0. te t o ap p ro x a am ou n om m
3. Na f p ies t me s o ar	O A O R I T E K ( Pr inc ip l ) a ( iss ion ) O A O "L U K O I L " Co Ag t mm en
4. Na f be f ic iar ies me ne s o	-
5. Na f ion tra t me o ns ac	Co iss ion ( he ina f he "C ") tra t ter t tra t mm co n c re on c
6. Su b j f he ion t o t tra t ec ns ac	In da i h he Co he Co iss ion Ag de ke for ion inv lv ing he le f o i l o f he Pr inc ip l for t t tra t, t t u ta to tra t t t ac co r nc e w n c mm en n r s p er m a ns ac o sa o a he b l ic f lar in i bu he ins ion he f he inc ip l. Re Be Pr t to t ts t o t tru t t t t ex p or p o us ow n n am e, n c s, a ex p en se o a u
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	ler ko ic h fer he ha irm f he d o f ire f is im l ly he ha irm f he d Va Isa Gr C Bo D O A O "L U K O I L ", C Bo t t tor tan t t a ay an o ar c s o s eo us an o ar y v u , f ire f O A O d is lso he fa he f len ler iev ko be f he Co i f O A O D R I T E K, E Va Pa M tor t t t t t tee o c s o an a r o a na na va a m em r o an ag em en mm o , R I T E K. la d im ir i l iev ic h ly k, be f he Co i f O A O "L O ", is im l ly be f he d V V M M U K I L Bo ta t t t tee tan t u a a m em r o an ag em en mm o s u eo us a m em r o ar f D ire f O A O R I T E K. tor o c s o
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he Ag in for fro he im f i ig ing d i l l r in in for i l 3 1 M h 2 0 1 2, d ds l t e ter to t t ts t tua ree me n n s ce m e o s n an w em a ce u n arc an as reg ar m u , lem i l he ha be le d in fu l l. he f he iss ion fee is for h n f o i l s l d T R U B 2 2 0 t t ts t t te t o t t ton to se en – u n y ve en co mp am ou n co mm ea c e ne o o bu lus V A T he ip la d by he leg is la ion f he Ru ian Fe de ion f he f he iss ion fee t t te t te t t t t tag t t o t y ers p a ra s u o ss ra as a p erc en e o am ou n co mm ,
1. be f he ion d by he Nu t tra t t m r o ns ac ap p rov e	3 5
d o ire Bo f D tor ar c s
2. 1. Pr ice ( in U S D ) t am ou n	T he im f c iss ion fee is U S D 1 3, 3 6 9, 9 6 7. 5. te t o ap p ro x a am ou n om m
2. 2. Pr ice ( in R U B ) t am ou n	T he im f c iss ion fee is R U B 4 1 8, 0 0 0, 0 0 0. te t o ap p rox a am ou n om m
3. f p ies Na t me s o ar	O A O ( inc ip l ) R I T E K Pr a
	( iss ion ) O A O "L U K O I L " Co Ag t mm en
4. Na f be f ic iar ies me s o ne	-
5. Na f ion tra t me o ns ac	Co iss ion ( he ina f he "C ") tra t ter t tra t mm co n c re on c
6. Su b j f he ion t o t tra t ec ns ac	In da i h he Co he Co iss ion Ag de ke for ion inv lv ing he le f o i l o f he Pr inc ip l o t t tra t, t t u ta to tra t t t ac co r nc e w n c mm en n r s p er m a ns ac o sa o a n he for ig ke in i bu he ins ion d u ing he fun ds f he inc ip l. Pr t t ts t o t tru t t t e n m ar ow n n am e, n c s a n s o a
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	ler ko ic h fer he ha irm f he d o f ire f is im l ly he ha irm f he d Va Isa Gr C Bo D O A O "L U K O I L ", C Bo t t tor tan t t a ay an o ar c s o s eo us an o ar y v u , f ire f O A O d is lso he fa he f len ler iev ko be f he Co i f O A O D R I T E K, E Va Pa M tor t t t t t tee o c s o an a r o a na na va a m em r o an ag em en mm o , R I T E K. la d im ir i l iev ic h ly k, be f he Co i f O A O "L O ", is im l ly be f he d V V M M U K I L Bo ta t t t tee tan t u a a m em r o an ag em en mm o s u eo us a m em r o ar f D ire f O A O R I T E K. tor o c s o

he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	he in for fro he im f i ig ing d i l l r in in for i l h d ds l T Ag 3 1 M 2 0 1 2, t e ter to t t ts t tua ree me n n s ce m e o s n an em a ce n arc an as reg ar m w u u , lem i l he ha be le d in fu l l. he f he iss ion fee is 2 2 0 for h n f o i l s l d T R U B t t ts t t te t o t t ton to se en – u n y ve en co mp am ou n co mm ea c e ne o o bu lus V A T he ip la d by he leg is la ion f he Ru ian Fe de ion f he f he iss ion fee t t te t te t t t t tag t t o t ers erc en e o y p a ra s u o ss ra as a p am ou n co mm ,
1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e d o f ire Bo D tor ar c s	5 4
ice ( in ) 2. 1. Pr U S D t am ou n	he im f he fee is ( he im f he im bu b le ls T U S D 3, 7 7 4. 3 0. T Ag 's te t o t te t o t t ap p ro a am ou n ag en cy ap p ro a am ou n en re rsa ex p en ses eq ua x x S 4 4 0, 0 4 3 ). U D 7, 5.
2. 2. ice ( in ) Pr R U B t am ou n	he im f a fee is 1 1 8, 0 0 0. ( he im f he Ag 's im bu b le ls T R U B T R U R te t o te t o t t ap p rox a am ou n g en cy ap p rox a am ou n en re rsa ex p en ses eq ua 2 3 2, 6 0 6, 3 2 0 ).
3. Na f p ies t me s o ar	O A O R I T E K ( Pr inc ip l ) a ( ) O A O "L U K O I L " Ag t en
f be f ic iar ies 4. Na me s o ne	-
5. Na f ion tra t me o ns ac	Ag Ag ( he ina f he "A ") t ter t t en cy ree me n re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	Pu he Ag he Ag de ke for leg l a d he ion he Pr inc ip l 's ins ion d for fee t to t t, t t u ta to t t t tru t rsu an ree me n en n r s p er m a n o r a c s, on a c s a n a on , is ing he ion f he inc ip l 's i l w i h in he do ic ke f he ian de ion d i de he Pr Ru Fe t tra ta t t t t t t o t t ts t tom org an ns p or o a o me s ma r ss ra a n ou c us s i f he Ru ian Fe de ion in i bu he f he Pr inc ip l. T he Ag lso de ke for leg l a d ter tor t t ts t a t t t t a ta to r y o ss ra ow n n am e, ex p en se o a en un r s p er m a n he ion he inc ip l ins ion d for fee is ing he d c d ing f he inc ip l i l w i h in he Pr 's Pr 's t t t tru t t tor t t t o r a c s, on a c s a n a on or g an s ag e a n om p ou n o a o , i l m in l ine k o f O A O A K Tr f in i bu he f he Pr inc ip l. tw t ts t a t t t o a ne or an sn e ow n n am e, ex p en se o a
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	ler ko ic h Gr fer he C ha irm f he d o f ire f O A O "L O ", is im l ly he C ha irm f he d Va Isa Bo D U K I L Bo t t tor tan t t y a v ay an o ar c s o s u eo us an o ar , f ire f d is lso he fa he f len ler iev ko be f he i f D O A O R I T E K, E Va Pa M Co O A O tor t t t t t tee o c s o an a r o a na na va a m em r o an ag em en mm o , R I T E K. la d im ir i l iev ic h ly k, be f he i f is im l ly be f he d V V M M Co O A O "L U K O I L ", Bo ta t t t tee tan t a a m em r o an ag em en mm o s eo us a m em r o ar u u f ire f O A O D R I T E K. tor o c s o
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	he in for fro he im f i ig ing d w i l l r in in for i l be d a ds l T Ag 3 1 De 2 0 1 1, t e ter to t t ts t tua ree me n n s ce m e o s n an em a ce un ce m r an s r eg ar m u , lem i l he ha be le d in fu l l. T he f he fee i l l be for is ing he ion f o i l in he t t ts t t te t o t t tra ta t t se en – u n y ve en co mp am ou n ag en cy w : or g an ns p or o do ic ke f he ian de ion f o i l; for is ing he ion f o i l o i de he Ru Fe R U B 0. 5 0 p t t o t t ton t tra ta t ts t tom me s ma r ss ra er ne o o rg an ns p or o cu s s u – i f he Ru ian Fe de ion R U B 1 1. 2 0 p f o i l; for is ing he f o i l w i h in he i l m in l ine k f ter tor t t ton t tor t t tw r y o ss ra er ne o or g an s ag e o o a n e or o – f f o i l; for is ing he d ing f o i l w i h in he i l m in l ine k f O A O A K Tr R U B 1. 3 0 p O A O A K t – ton t t t tw an sn e er ne o or g an co mp ou n o o a n e or o f 1. 3 0 p f o i l. d d i ion he inc ip l w i l l p A h fee he in da i h he leg is la ion Tr R U B In Pr V T t – ton t t t t te t t t an sn e er ne o a a ay on ea c a ra ac co r nc e w , f he ian de ion Ru Fe t t o ss ra
1. Nu be f he ion d by he t tra t t e m r o ns ac ap p rov d o f ire Bo D tor ar c s	5 5
ice ( in ) 2. 1. Pr U S D t am ou n	U S D 1 1 3, 8 2 8, 3 2 5. 7 7.
ice ( in ) 2. 2. Pr R U B t am ou n	R U B 3, 5 2 6, 7 5 4, 4 0 0.
f p ies 3. Na t me s o ar	in k i l ( ") Op Jo S Co "O Co "L U K O I L " O A O "L U K O I L t toc en mp an mp an y y im i d- l ia b i l i ion l O i l Co ium ( O C ). L Na N te ty t t co mp an y a ns or
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	lem l a f h ( he ina f he "). Su Lo Ag No 1 0 1 0 1 5 4 o 3 1 M 2 0 1 0 "A ta t to t ter t t p p en g ree me n an ree me n arc re g ree me n
j 6. Su b f he ion t o t tra t ec ns ac	Pu he Ag O A O "L U K O I L " ( he Le de ) i l l p i de N O C ( he Bo ) i h a ia l-p loa d t to t t, t t t t to ree me we ec e ex ce e rsu an n n r w rov rro r w sp urp os n, no 4, 2 0 0, 0 0 0, 0 0 0 ( he ina f he ), for 2 9 be 2 0 1 0, d he de ke he fun ds ive d R U B Lo De Bo ter t ter to t ta to t re an a m ce m r an rro we r u n r s rep ay re ce by he da d p he du b l is he d in he Ag I f he l m ing f p ic ip f he Bo t tes t to t ta t t. t t t ts t an ur su an p ro ce re es ree me n g en era ee o ar an o rro we r p as ses a de is ion d d i ion l c i bu ion he 's c ha i l a d o f fse ing la im loa de by ic ip Bo t tr t to t ter ta t t tar t ts to c on a a on s rro we r r ca p n n o m on e y c s o n ns m a p ar an

	he he de i l l be i le d u he i f he f fse la im ins he h is Bo Le Lo Bo Lo t t t t to t tur ty t to t m tar t t t rro we r, n r w en p m a o an o on e y c s a g a rro we r o n an ins he de d d i ion l c i bu ion he ha i l. Le 's Bo 's t t t tr t to t ter ta ag a n r a a on rro we r c r ca p da i h he Su lem l Ag he ies ha d f fse he la im f O A O "L O " a ins O C ins In Pa U K I L N t t ta t, t t to t t t t ac co r nc e w p p en ree me n r ve ag ree o c s o g a ag a he d d i ion l c i bu ion by O A O "L U K O I L " he ha i l o f N O C. t t tr t to t ter ta a a on c r ca p O A O "L O " w i l l o f fse la im ins O C he f de b in he f 3, 2 6, 4, 4 0 0 u de he b l ig ion U K I L N R U B 5 7 5 t c t t t o t t t o t t to s a g a on p ay me n am ou n n r o a - he Lo in fu l l, ins he d d i ion l c i bu ion by O A O "L U K O I L " in he f R U B 3, 5 2 6, 7 5 4, 4 0 0 he t t t t t tr t t t o to t rep ay an am ou n ag a a a on am ou n
	ha i l o f de he inc in he ha i l o f in da i h he de is ion f he d ina l N O C N O C Ex Ge ter ta t t ter ta t t t tra c r ca p un r rea se c r ca p ac co r nc e w c o or ry ne ra M ing f Pa ic ip f N O C f 2 8 Oc be 2 0 1 0; t t ts to ee o r an o o r
	ive i he f fse by f de b in he f N O C O A O "L U K O I L " o R U B 3, 5 2 6, 7 5 4, 4 0 0. ts t to t t t t t o g s co ns en o am ou n –
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	i fov ic h le kp i de ha irm f he i d be f he d f ire f Va Yu A Pr C M Co Bo D O A O t t, t t t tee t tor g su ero es n an o an ag em en mm an a m em r o ar o c s o v, , "L O ", is im l ly be f he d o f ire f O C. U K I L Bo D N tan t tor s u eo us a m em r o ar c s o
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	he im f s ig ing f he Ac f O f fse i l l be he im f o f fse f c la im T t t t o t w t t t o e o n o e o s.
be f he ion d by he 1. Nu t tra t t m r o ns ac ap p rov e	5 6
Bo d o f D ire tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	he f he fee is S 1 6. 4 0, lus A f S 1, 2 8 8. 1 T U D 7, 5 V T U D 5. t o t am ou n p o
2. 2. ice ( in ) Pr R U B t am ou n	he f he fee is 2 1 2 0 0, lus A f 3 9, 0 9 6. T R U B 7, V T R U B t o t am ou n p o
3. f p ies Na t me s o ar	O A O ( ice ) R I T E K L ns ee
	O A O "L U K O I L " ( L ice ) ns or
4. Na f be f ic iar ies me s o ne	-
f ion 5. Na tra t me o ns ac	ice ( he ina f he "A ") L t ter t t nc e a g ree me n re g ree me n ,
6. Su b j f he ion t o t tra t ec ns ac	he ice h ic h ho l ds he lus ive ig h he fo l low ing ig h d in l lec l p T L t t to t te te tua ty ns or w ex c r co p y r rop er : ,
	"S Sy for En ing Un i for M M d v lum f p leu du M ho d for ing in he k i ler ta te tem ts. tro ts. t t tan tra s su r m ea su rem en as s a n o e o e m p ro c e m ea su r s
	f isa ion L U K O I L Gr "; t o ou p org an s
	"S Sy for En ing Un i for M M d lum f p leu du M ho d for ing he f ta te tem ts. tro ts. t t t o s su r m ea su rem en ass an vo e o e m p ro c e m ea su r am ou n
	leu du by in d ire ho d o f dy ic ing isa ion L U K O I L Gr "; tro ts t m t t u t s tem t t p e m p ro c an c e na m me asu rem en s m ea su rem en s s a ou p org an s y
	"S Sy for En ing Un i for M M d lum f p leu du M ho d for ing he f ta te tem ts. tro ts. t t t o s su r m ea su rem en ass an vo e o e m p ro c e m ea su r am ou n leu du d ire ho d o f ic isa ion
	by dy ing L U K O I L Gr "; tro ts t m t t u t s tem t t p e m p ro c a c e na m me asu rem en s m ea su rem en s s a ou p org an s y "S for i for d lum leu du ho d for in he ica l En Un M M M ta te tem ts. tro ts. t t t
	Sy ing f p ing s su r m ea su rem en ass an vo e o e m p ro c e m ea su r v er ks f isa ion L U K O I L Gr "; tan t an
	o ou p org s "S Sy for ing i for d v lum f p leu du ho d for ing in he ho izo l En Un M M M ta te tem ts. tro ts. t t ta s su r m ea su rem en as s a n o e o e m ro c e m ea su r r n
	p ks f isa ion L U K O I L Gr "; tan t o ou p org an s
	"S Sy for ing i for d v lum f p leu du ho d for ing in he i lw k En Un M M M ta te tem ts. tro ts. t t tan s su r m ea su rem en as s a n o e o e m p ro c e m ea su r ra ay
	isa ion f L U K O I L Gr "; t ca rs o ou p org an s
	"S Sy for ing i for d v lum f o i l. ho d for ing in he k i ler f O En Un M M M L U K I L ta te tem ts. t t tan tra s su r m ea su rem en as s a n o e o e m ea su r s o
	Gr isa ion "; t ou p org an s
	"S Sy for ing i for d v lum f o i l. ho d for ing he f o i l by in d ire En Un M M M ta te tem ts. t t t o t s su r m ea su rem en ass an o e o e m ea su r am ou n an c
	ho d o f dy ic ing L U K O I L Gr isa ion "; t t u t s tem t t me na m me asu rem en s m ea su rem en y s s a ou p org an s
	"S Sy for ing i for d lum f o i l. ho d for ing he f o i l by d ire En Un M M M ta te tem ts. t t t o t s su r m ea su rem en ass a n vo e o e m ea su r a mo un a c
	ho d o f dy ic ing L U K O I L Gr isa ion "; t t u t s tem t t me na m me asu rem en s m ea su rem en y s s a ou p org an s
	for ing i for d v lum f o i l. ho d for ing in he ica l ks f "S Sy En Un M M M L U K O I L ta te tem ts. t t t tan s su r m ea su rem en as s a n o e o e m ea su r er o v
	Gr isa ion "; t ou p org an s
	for ing i for d v lum f o i l. ho d for ing in he ho izo l ks f "S Sy En Un M M M L U K O I L ta te tem ts. t t ta tan s su r m ea su rem en as s a n o e o e m ea su r r n o

	Gr isa ion "; t ou p org an s
	for ing i for d v lum f o i l. ho d for ing in he i lw k c f "S Sy En Un M M M L U K O I L ta te tem ts. t t tan s su r m ea su rem en as s a n o e o e m ea su r ra ay ars o
	Gr isa ion " ( he ina f he "M ho ds "), t ter t t ou p org an s re e ,
	he ice he ig h he ho ds d he ice fee for he is ion f he ig h d ing he du L M L ts t t t to t t t t t t a to t g ran ns ee r us e e an ns ee p ay s a p rov o r cc or p ro ce re ,
	d o he d c d i ion ip la d by he Ag t ter t t te t t. an n ms an on s s u ree me n
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	ler ko ic h Gr fer he C ha irm f he d o f ire f O A O "L O ", is im l ly he C ha irm f he d Va Isa Bo D U K I L Bo t t tor tan t t y a v ay an o ar c s o s u eo us an o ar ,
	f D ire f O A O R I T E K, d is lso he fa he f E len Va ler iev Pa ko be f he M Co i f O A O tor t t t t t tee o c s o an a r o a na na va a m em r o an ag em en mm o ,
	R I T E K.
	V la d im ir V i l iev ic h M ly k, be f he M Co i f O A O "L U K O I L ", is im l ly be f he Bo d ta t t t tee tan t u a a m em r o an ag em en mm o s u eo us a m em r o ar
	f ire f D O A O R I T E K. tor o c s o
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	he ice is d he ig h he ho ds fro he da in d ica d in he ing he ig h for he ire f fec ive T L M Ac te t t to t t t te te t t o t t t, t t t ter ns ee g ran r us e e m n g ran r en e m
	f he lus ive ig h he i f he ian de ion Ru Fe t t o t ter tor t t o ex c r n r y o ss ra