Lukoil — Annual Report 2011

Dec 31, 2011

TENTATIVELY APPROVED by the Board of Directors of the Open Joint Stock Company "Oil company "LUKOIL" Minutes No. 10 of 25 May 2012

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

(signature)

[stamp]

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

for 2011

President V.Yu. Alekperov _________________

(signature)

Vice-President, Chief Accountant L.N. Khoba _________________

(signature)

Forward-looking statements 3
OAO "LUKOIL" – the corporate centre of the LUKOIL Group 4
EVENTS IN 20118
1. Oil & Gas Exploration and Production11
Licensing14
Oil and Gas Reserves14
Geological Exploration17
Oil Field Development and Production 24
Stabilizing production in Western Siberia. Urals experience26
Gas field development and gas production35
2. Oil Refining, Gas Processing and Petrochemicals 39
Oil Refining 40
Production of Lubricants 44
Gas processing 46
Petrochemicals47
3. Power Generation 49
4. Sales and Marketing 52
Crude oil sales52
Gas Sales53
Gas production and supply structure 55
Petroleum product marketing 55
5. Technology and Innovation 60
Exploration & production technologies60
Refining Technologies64
Information Technologies64
6. Social Responsibility 66
Environment Protection66
Health and safety 68
Personnel and Social Programs 69
Sponsorship and Charity72
Information on the amount of each type of energy resource used by OAO "LUKOIL" in 2011 in physical
and monetary units80
Board of Directors and Management Committee81
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" 97
Dividends105
Company Securities106
Description of the key risk factors associated with the operations of OAO "LUKOIL" 109
Information on compliance with the Corporate Governance Code 116
List of transactions carried out by OAO "LUKOIL" in 2011 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"130
List of transactions recognised as interested-party transactions in accordance with the Federal Law On
Joint Stock Companies performed by OAO "LUKOIL" in 2011131

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 also referred to as 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 lines of business of LUKOIL Group organisations are exploration, production and sale of oil and gas; the manufacture and sale of petroleum products; generation, transmission and sale of heat and electricity.

The following were included among the main assignments of the Board of Directors of OAO "LUKOIL" in the Exploration & Production business segment for 2011:

• ensuring full compensation of hydrocarbon production with growth in reserves and the maximum commitment of reserves to production;

• further development of the deposits discovered on the continental shelf of the Caspian Sea (Yuri Korchagin field, Vladimir Filanovsky field, Sarmatskoe field, etc.) and optimisation of investment costs on field infrastructure development at the Filanovsky field;

• full performance of contractual terms and obligations on development of the West Qurna-2 deposit in the Republic of Iraq; continued geological survey work on the deep-sea shelf of Western Africa (Côte d'Ivoire and Ghana).

The main tasks for the Refining & Marketing business segment in 2011 were:

• ensuring the regular, uninterrupted distribution of petroleum and gas products in the most cost-efficient way possible, operational management of petroleum product balances for rapid response to changes in the situation on the petroleum products market;

• continued modernisation of the Company's oil refineries, to meet the requirements of technical regulations and improve product quality;

• further implementation of production development programmes and sales of products with improved performance characteristics under the EKTO brand;

• ensuring the strengthening of the Company's positions in priority regions (Ukraine, Turkey, Serbia);

• Expansion onto new sales markets for petroleum products in Omsk, Tomsk and Novosibirsk oblasts and the Central Black Earth region.

Based on the underlying principles for performing commercial activity on the sale of oil from 1 January 2010, OAO "LUKOIL" has transitioned to business arrangements for the performance of production, sales and distribution activity under which OAO "LUKOIL" supplies purchased gas to the domestic market, and oil, petroleum products, petrochemical products and products of gas refining for export under commission contracts.

The net profit of OAO "LUKOIL" under Russian accounting standards in 2011 equaled RUB 242,637,070 thousand, compared to RUB 140,037,510 thousand in 2010, and sales revenue (less value-added tax and excises) in 2011 equaled RUB 35,106,995 thousand, compared to RUB 35,041,423 thousand in 2010.

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

As at 31 December 2011 more than 48,000 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 shares of OAO "LUKOIL" are on the "A1" Quotation List (highest level) of the Russian MICEX stock exchange, and until December 2011 were on the "A" Quotation List (first level) of the RTS stock exchange. On 19 December 2011, the shares of OAO "LUKOIL" were excluded from the list of securities traded on the RTS stock exchange in connection with the merger of OAO RTS with ZAO MICEX. The depositary receipts issued on Company shares are traded on the stock exchanges in London, Frankfurt, Munich, Stuttgart and on the over-thecounter market in the USA.

As an issuer of highly liquid securities, OAO "LUKOIL" has demonstrated its investment appeal for Russian and foreign investors over the course of many years. In this regard, the quality of corporate governance is of great importance for the adoption of positive investment decisions, and for this reason the Company is constantly improving it in line with global best practice. In addition to a number of important documents in place at the Company regulating relations between Company management, shareholders and investors (such as the Shareholder Relations Policy of OAO "LUKOIL", the Regulations on the Dividend Policy of OAO "LUKOIL", etc.), in 2011 the Board of Directors of OAO "LUKOIL" approved the basic documents revised and developed to regulate internal control and internal audit at the Company. The system of internal audit and control in place at the Company contributes to the protection of the interests and rights of shareholders and the integrity of assets, and ensures that LUKOIL Group organisations comply with the method, procedures and rules for organising and conducting business.

To improve the performance of the risk management system, in 2011 the Board of Directors of OAO "LUKOIL" approved the Risk Management Policy of OAO "LUKOIL". The goal of risk management at OAO "LUKOIL" is to provide a reasonable guarantee that the Company will achieve its set goals despite uncertainties and negative factors. The groups of the most material risks affecting the business of LUKOIL Group organisations have been determined.

As part of the performance of the Company's obligations related to its listing on the London Stock Exchange, for the first time in 2011 the Board of Directors of OAO "LUKOIL" approved the Corporate Governance Report of OAO "LUKOIL" for 2010 for subsequent disclosure in accordance with the Information Disclosure and Transparency Rules of the UK Financial Services Authority (FSA). Among other things, the following information was presented in detail in the Report: a description of the work of the Board of Directors of OAO "LUKOIL"; organisation of the accounting process and the procedure for preparing consolidated financial

statements from the standpoint of the necessary control measures; a description of the system of internal control, internal audit and risk management; shareholder relations.

In 2011 OAO "LUKOIL" issued its fourth Report on Sustainable Development in the Russian Federation in 2009–2010. For the first time the Report included sections containing detailed information on corporate governance, the risk management system, diversification of energy resources, and research and development activity at the Company.

In December 2011 the Board of Directors approved the Strategic Development Programme of the LUKOIL Group for 2012-2021. The new programme is an udjusted version of the Strategic Development Programme of the LUKOIL Group for 2010–2019, adopted in 2009. The Strategic Development Programme of the LUKOIL Group for 2012–2021 establishes new strategic goals, while maintaining the continuity of the Company's strategic course.

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 to win the trust of its business partners around the world.

EVENTS IN 2011

FEBRUARY

A consortium of a LUKOIL Group company and the US company Vanco signs a concession agreement with Romania's National Agency for Mineral Resources for exploration and production at two blocks in the Black Sea: Est Rapsodia and Trident. The LUKOIL Group share in the project is 80% and the remaining 20% is held by Vanco. The consortium won the rights at a tendering competition in summer 2010. The blocks are located at sea depths between 90 and 1,000 m. Total area of the blocks is 2,000 km².

ConocoPhillips is no longer an OAO "LUKOIL" shareholder, having sold its remaining holding in the Company in the open market. ConocoPhillips decided at the end of 2008 to sell its stake in OAO "LUKOIL" in order to raise cash to cover debts and for repurchase of its own shares. In August 2010 OAO "LUKOIL" bought about 8% of its own shares from ConocoPhillips as part of a program for raising investment attractiveness and market capitalization, spending \$3.44 billion for the purpose. ConocoPhillips acquired 7.6% of OAO "LUKOIL" shares in 2004 as part of the last stage of Company privatization. In 2006 ConocoPhillips increased its stake in OAO "LUKOIL" share capital to a level of 20%.

OAO "LUKOIL" and Russian Technologies State Corporation sign a cooperation agreement, by which OAO "LUKOIL" will provide the organizations of the Corporation in defence sector and in other sectors of the economy with fuel resources. The parties also plan to work together to enhance level of LUKOIL technology base by applying new designs and products of Russian Technologies State Corporation, including applications for field construction and generation of electricity using associated gas.

MARCH

OAO "LUKOIL" and OAO "Gazprom" sign an agreement on deliveries of gas from LUKOIL fields in the Bolshekhetskaya Depression (Yamal-Nenets Autonomous District) and the Northern Caspian. Under the terms of the agreement OAO "LUKOIL" will supply natural gas from fields in the Bolshekhetskaya Depression to Gazprom's gas transport system in the period from 2012 to 2016, using the Yamburgskaya compression station as an access point. Delivery volumes may vary depending on commissioning of fields in the Bolshekhetskaya Depression and on available capacity in the Gazprom transport system. According to the signed document, OAO "Gazprom" will do all in its power to accept gas from fields in the Northern Caspian after those fields are brought into operation by OAO "LUKOIL" and will supply matching volumes of gas to LUKOIL Group organizations under substitution agreements. Cooperation between OAO "LUKOIL" and OAO "Gazprom" is based on the general agreement on strategic partnership in 2005–2014, which was signed by the two companies in March 2005.

OAO "LUKOIL" reaches a long-term agreement with the petrochemical holding SIBUR on deliveries of associated gas. Under the terms of the agreement, OAO "LUKOIL" will deliver associated gas from the Company's fields in Western Siberia to Nyagangazpererabotka, a processing enterprise owned by SIBUR. The purpose of the agreement is to achieve 95% use of associated gas extracted by LUKOIL Group companies.

OAO "LUKOIL" approves LUKOIL Group Organisations Energy Saving Program for 2011 and the period of 2011–2013. Key commitments of the Program include use of energy-efficient methods of enhanced oil recovery and measures to modernize pumping equipment, including large-scale use of inverter-fed motors for centrifugal and submersible pumps, as well as reconstruction of pumps used for maintenance of strata pressure. The Program also includes plans for implementation of new energyefficient technologies and equipment, as well as power supply production facilities based on cogeneration units and other energy-saving technologies. It is planned to achieve savings of fuel and energy resources with value of \$350 million in three years for investments of \$200 million.

APRIL

LUKOIL Group completes acquisition of 11% in a joint venture for management of the ISAB oil refining complex, located in the town of Priolo (Sicily, Italy), from the company ERG. The transaction increases the Company's stake in the JV from 49% to 60%. Price of the acquisition was \$342 million. The ERG board of directors decided to sell 11% of the JV to OAO "LUKOIL" in January 2011 in partial exercise of a sell option held by ERG in accordance with the agreement on JV creation in 2008.

LUKOIL Group enters the Italian fuel retail market where it completed rebranding of 19 filling stations under sub-franchising agreements. In accordance with agreements, a LUKOIL Group organisation will supply fuel and lubricants to the stations, including products made at LUKOIL facilities. The sub-franchising agreements are for five years with an option to automatically extend for further three years.

A company within LUKOIL Group buys a 50% interest in the production sharing agreement for the Vietnam offshore block, Hanoi Trough-02, from the privately owned oil company Quad Energy S.A. The НТ-02 block is located on the shelf of the South China Sea. Geological exploration work has been underway at the block since 2007 and has discovered a number of prospects.

The Company becomes the first oil company in the world to use aluminium casing and pumpcompression pipes in well construction at a field with high sulphur and CO2 gas presence. The technical solution was applied at the Bayandyskoye field in the Komi Republic, which has high level of these aggressive components.

MAY

LUKOIL Group produces a first batch of Euro-5 automotive gasoline. This has become possible by commissioning of a hydrofluoric alkylation unit as part of catalytic cracking complex at the Nizhny Novgorod Refinery. Euro-5 gasoline ensures so-called 'clean exhaust', reducing emission of sulphur oxides and the products of incomplete combustion of aromatics (including the most cancerogenic and mutagenic benzopyrene).

A LUKOIL Group organisation signs an agreement with the Italian company ERG Renew for creation of a parity-owned JV to work in the renewable energy sphere. Activities by the JV will focus initially on Bulgaria and Romania, and will then expand to Ukraine and Russia.

JUNE

OAO "LUKOIL" holds its Annual General Meeting of Shareholders. The Meeting approved the Annual Report for 2010 and accounts for the financial year. Shareholders approved payment of dividends from Company profit in 2010 in the amount of 59 roubles per ordinary share (\$1.94 at the exchange rate on December 31, 2010).

JULY

A LUKOIL group organisation reaches a purchase agreement of a 49% interest in an exploration and development contract at the offshore deepwater block SL-5-11 in the territorial waters of Republic of Sierra Leone from the company Oranto Petroleum. The obligatory geological exploration program under the contract implies drilling of one prospecting well before 2013. Block SL-5-11 has an area of 4,000 km² and is located on the Atlantic shelf in the territorial waters of Sierra Leone. Water depth at the block varies from 100 to 3,300 m. 2D and 3D seismic works have already been carried out and have found a number of prospective structures with substantial amounts of crude oil, based on preliminary estimates.

AUGUST

A LUKOIL Group company signs a contract with Baker Hughes for production drilling and well launch at the Mishrif formation, part of the West Qurna-2 field in Iraq. The contract terms are for drilling and launch of 23 slanted production wells, which will ensure that commercial production of oil can begin at West-Qurna-2 as scheduled in conditions of the service contract for development of the field. The contract with Baker Hughes is on a turnkey basis, by which the contractor provides a full range of drilling and well-launch services and also supplies the equipment and materials needed for well construction.

OCTOBER

OAO "LUKOIL" begins construction of the first stage of a gas-processing plant, which will be the core facility of a gas-chemical complex to be built at the site of the Company subsidiary, Stavrolen. The principal input for the gas-chemical complex will be associated oil gas from fields, which is being developed by OAO "LUKOIL" in the Russian sector of the Caspian Sea.

NOVEMBER

OAO "LUKOIL" takes 5th place among energy companies in Europe, the Middle East and Africa and 10th place among global oil & gas leaders in the Platts Top 250 Global Energy Company Rankings for 2011. Companies were appraised by four main criteria: asset size, revenue, level of profit and return on capital. OAO "LUKOIL" 's positions in the ranking in 2011 were unchanged from 2010.

DECEMBER

A LUKOIL Group company together with American Vanco and the Cote d'Ivoire state company PETROCI Holding made a discovery at the CI-401 block off the coast of Cote d'Ivoire. The Independance-1X exploration well, which has been drilled at block CI-401, reached the target depth and discovered high-quality sandstones containing light oil and gas condensate. Independance-1X was drilled at sea depth of 1,689 m at a distance of 93 km to the south-east of Abidjan. Independance-1X is the second exploration well drilled at Block CI-401, which covers an area of 619 km² with sea depths between 950 and 2,100 m.

A LUKOIL Group company begins supplies of electric power in Bulgaria at preferential tariff. Setting of the preferential tariff became possible after transfer of a LUKOIL power station in Bulgaria to cogeneration of heat and electricity (Bulgarian law is designed to encourage such combination). The tariff set for electricity from LUKOIL's generating facility is twice higher than the average market level. The new arrangement is an important breakthrough in LUKOIL Group efforts to win market share for its power generating business in foreign countries that offers incentives for use of efficient electricity and heat generating technologies.

A LUKOIL Group company launches in pilot operation a photovoltaic generating facility in Bulgaria. The facility is located close to the city of Burgas on a site of more than 2.5 hectares and has installed capacity of 1.25 megawatts. The produced electricity will be sold in the open market at a preferential tariff. Pollutant and greenhouse gas emissions from the photovoltaic facility are 1,600 tonnes per year less than from a traditional heat power station with the same capacity.

OAO "LUKOIL" and Joint Stock Oil Company Bashneft sign an agreement for acquisition by LUKOIL of a 25.1% stake in OOO "Bashneft-Polyus" , which owns licenses for mineral resources use including the Roman Trebs and Anatoly Titov oil fields. Joint venture partner agreement is also signed. The acquisition was for a sum of \$153 million. Recoverable oil reserves in industrial categories (С1+С2), located in the license area, amount to 140.1 million tonnes, as recorded in the Russian State Reserve Register.

1. Oil & Gas Exploration and Production

2012–2021 LUKOIL Group Strategy Program stipulates:

• At least 3.5% average annual growth of hydrocarbon production
• Substantial slowdown of production decline in Western Siberia
• Increase of the oil recovery factor in Russia
• More than 80% of all investments to be spent on Exploration and Production
• Substantial increase of international projects share in total Group production
• Substantial increase of gas share in total Group hydrocarbon production

E&P business segment indicators

Indicator, \$ million	2011	2010	Change, %
Revenue	44,858	36,523	22.8
EBITDA	12,125	10,848	11.8
Net income	6,665	6,139	8.6
Capital expenditures	6,629	4,908	35.1

The Exploration and Production business segment is the main creator of value for the Company, generating more than 64% of net income.

The main achievement in 2011 was stabilization of crude oil production in Western Siberia. Output in the region ceased to decline at the end of the first half of the year and remained steady throughout the second half.

Another important event was the start of development work at the R. Trebs and A. Titov oil fields in a joint project with Bashneft Oil Company. The 2,151 km² license area is located in Nenets Autonomous District and has recoverable oil reserves of 140.1 million tonnes in industrial categories (С1+С2) recorded in the Government reserve register. All crude oil exports from the fields will be carried out by LUKOIL Group. Associated gas from the Trebs and Titov fields can be sent to the energy center at the Yuzhno-Khylchuyuskoye field, where it will be turned into electricity to power field facilities.

Main achievements in the LUKOIL Group's foreign projects during 2011 were associated with development of the West Qurna-2 field in Iraq. Several tendering competitions were held, the contract area was de-mined, and work started on construction of Pilot Camp (the shift camp for West Qurna-2). West Qurna-2 is one of the largest undeveloped fields in the world.

Another important step forward in LUKOIL's foreign business in 2011 was the start of early-gas production at the Dzharkuduk-Yangi Kyzylcha field as part of the Gissar project in Uzbekistan. Additional exploration (seismic and exploration drilling) led to increase of reserves, discovery of several prospective structures, the discovery of two new fields (South-East Kyzylbairak and Shamoltegmas), preparation of two structures for drilling, and confirmation of sizeable industrial gas reserves at a previously little studied sector of the large-scale Adamtash field.

Price and tax environment

Crude oil market

Prices for crude oil were event-driven through most of 2011. The main factors with impact on oil prices were political instability in the Middle East, and debt problems in the USA and the eurozone. The wave of revolutions in Middle East countries, and particularly in Libya, during the first quarter of 2011 had major impact on world oil prices. The Brent price reached its highest point of the year (\$126.7 per barrel) in April, after increasing by 35% from the start of January. However, the Middle East events were already priced in by crude oil markets at the start of the second quarter and further events in that region had almost no impact on global supply volumes.

Reduction of supply in the first quarter gave way to demand-side issues as the main driver for oil price levels in the rest of the year. Debt problems in the eurozone, which had already been apparent in previous years, came to a head in the second quarter of 2011. Countries with particularly severe debt problems were forced to consider budget cuts, which had negative impact on expectations for levels of crude oil demand on international markets. A similar situation came to pass in August in the USA, where record debt levels led to lowering of the country's credit rating and fears of a second wave of the international financial crisis. These problems caused a sustained negative trend in world oil prices and by the end of the year the Brent price had fallen 16% from the April peak. However, the price at the end of 2011 was 14% higher than a year earlier (\$106.5 compared with \$93.7 per barrel) and the average price in 2011 was \$111.3 per barrel or 40% more than in 2010.

The LUKOIL Group's 's main operating areas, accounting for about 93% of oil production, are the Russian oil & gas provinces of Western Siberia, Southern and Central Russia, and Timan-Pechora. Prices for Russian Urals export blend therefore had direct impact on financial results. The Urals price rose by 39.4% compared with 2010 and averaged \$109.09 during the reporting year. The average discount of Urals to Brent in 2011 was \$2.2 per barrel compared with \$1.2 in 2010.

For an objective assessment of the Company's operating environment in 2011, it is important to take account of the tax burden on Russian oil exporters and changes in the burden compared with 2010. The main forms of taxation for oil companies in Russia including LUKOIL are mineral extraction tax (MET), excises and export duties. Applicable tax rates for oil companies in Russia are tied to world prices for crude oil and follow changes in world prices.

Growth of oil prices in 2011 caused the average MET rate (in dollar terms) to grow by 49.7% in comparison with 2010 to a level of \$20.69 per barrel.

The Company pays export duty on crude oil exports from Russia which is calculated by using a progressive scale based on the Urals crude price. Crude oil export duty rose by 49,6% in 2011 and the average duty rate during the year was \$55.8 per barrel. The Urals crude price net of tax for a Russian exporter (the international market price less export duty and MET) was \$32.6 per barrel in 2011. The share of MET and export duty in the average annual price of crude oil was 70.1%.

Taxes in projects that are governed by production sharing agreements continue to be paid in accordance with the terms of those agreements.

Revenue structure of a Russian crude oil exporter, \$ per barrel

Gas market

There was no clear trend in spot prices for gas in Europe during 2011. Prices saw volatility in the second half of the year as a result of abnormal weather, which affected levels of consumption in Europe. Gas prices fell by about 15% at various trading floors in Europe during 2011. However the average annual price in 2011 on various European markets was 30–50% higher than in 2010.

The opposite situation was observed in the USA, where prices for gas fell for most of the year. Supply in the USA continues to outrun demand due to excess production of shale gas, and the excess supply continued to have impact on gas prices in 2011, causing declines to a 10-year minimum. US spot prices fell by almost 30% in 2011, and the average annual price was 9% lower than in 2010.

Most of LUKOIL's gas production is in Russia and most of the Company's marketable gas output is sold to Gazprom and to other Russian consumers. The greater part 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 cannot export gas, due to Gazprom's ownership of the Supply System and its monopoly on exports. The Company pays gas MET on its production of gas in Russia, and the rate of this tax increased by 61% during 2011 to a level of 237 roubles per thousand cubic meters.

Production of marketable gas in international projects was 4.8 billion cubic meters, of which more than 54% was produced at the Khauzak-Shady field in Uzbekistan. Gas from Khauzak-Shady is sold at an official price, fixed by agreements between Russia and Uzbekistan. A royalty is paid on production at a rate of 30% as part of the production sharing agreement (PSA). LUKOIL Group 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, a LUKOIL Group organisation 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 ruble 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 \$/ruble exchange rate and the Russian inflation rate, declined by 12% in 2011 compared with 2010.

This development was one of the main causes of growth in unit lifting costs in Russia last year: unit costs rose from \$4.11 to \$4.7 per boe, or by 14.4%. Average unit lifting costs for the Group increased by 14.3% from \$4.12 to \$4.71 per boe in 2011. Capital expenditures in the Exploration and Production segment rose by 35.1% to \$6.6 billion.

Acquisition of assets

A LUKOIL Group organisation bought a 50% interest in a production sharing agreement at the offshore block, Hanoi Trough-02, in Vietnam from the privately owned oil company Quad Energy S.A. The НТ-02 block is located on the shelf of the South China Sea. Geological exploration work has been underway at the block since 2007 and a number of prospects have been discovered.

A LUKOIL Group organisation reached a purchase agreement of a 49% interest in an exploration and development contract at the offshore deepwater block SL-5-11 in the territorial waters of the Republic of Sierra Leone from the company Oranto Petroleum. The obligatory geological exploration program under the contract implies drilling of one prospecting well before 2013. Block SL-5-11 has area of 4,000 km² and is located on the Atlantic shelf in the territorial waters of Sierra Leone. Sea depth at the block varies between 100 and 3,300 m. 2D and 3D seismic works have already been carried out and have found a number of prospective structures with substantial crude oil resources, based on preliminary estimates.

OAO "LUKOIL" and Bashneft Oil Company signed an agreement for acquisition by the Companyof a 25.1% stake in OOO "Bashneft-Polyus", which owns licenses for mineral resources use including the Roman Trebs and Anatoly Titov oil fields. A joint-venture agreement was also signed. The acquisition was for a sum of \$153 million. Bashneft-Polyus also signed an agreement to acquire 29 prospecting and exploration wells at the above-mentioned fields from OAO "LUKOIL" for \$60 million. Bashneft and OAO "LUKOIL" thus finalized the creation of a joint venture for development of the Trebs and Titov oil fields and advanced to the active stage of project implementation. The 2,151 km² license area is located in Nenets Autonomous District and has 140.1 million tonnes of recoverable oil reserves in industrial categories (С1+С2), as recorded in the Russian State Reserve Register.

Licensing

The Company continued its work in 2011 to obtain new licenses for mineral use and to optimize its existing license portfolio in order to raise overall quality of the reserve 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 the Group companies to achieve specific output levels in accordance with project documentation.

LUKOIL Group companies had 426 licenses on their balance sheets as of January 1, 2012, of which 338 were for exploration & production of hydrocarbons, 22 were for geological study, including prospecting and evaluation of mineral fields, and 66 were for geological study, exploration & production of raw hydrocarbons.

The Company obtained 11 new licenses for use of mineral resources in 2011, of which five give rights for geological study, exploration & production of raw hydrocarbons, five are licenses for geological study of mineral areas in response to application by the mineral resources user, and one license is for geological study of a mineral area based on a Government contract.

During 2011 LUKOIL Group organisations took part in six auctions for mineral use rights, and won four of the auctions. Two auctions were declared invalid because only one bid was received, and the applications have been submitted to obtain licenses for geological study of the relevant mineral fields in return for a direct payment by the mineral user. The licenses will be obtained in 2012.

LUKOIL surrendered six licenses for use of mineral resources during 2011, of which two were surrendered due to ending of the permitted period for geological study, and four were surrendered when it was found that development of the relevant areas would be economically inefficient.

A total of 91 licenses for mineral use were reissued during the reporting period in connection with further restructuring of LUKOIL Group oil production subsidiaries.

Work continued in 2011 on amendments and additions to current license agreements concerning terms of mineral resource use at LUKOIL Group organisations' license areas. A total of 34 amendments/additions were obtained, including 19 additions to licenses extending the period of their validity (13 of these licenses are for production and six are for study of mineral resources).

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 constantly monitors new projects and assets, which could represent acquisition targets.

According to data audited by Miller and Lents (USA), the Company's 3P reserves of hydrocarbons as of January 1, 2012 were 29.623 billion barrels of oil equivalent (boe), consisting of 23.602 billion barrels of oil and 36.125 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 call for reserve development to begin within five years, unless specific circumstances justify a longer period before the start of development. Audit was carried out as prescribed by SEC standards up to attainment of profit production thresholds.

The Company also completed an appraisal of contingent resources under PRMS. As of December 31, 2011 the Company had 3C contingent resources of 10.3 billion boe. The Company's 25.1% interest in OOO "Bashneft-Polyus" was included in this figure for the first time (the OOO is a joint venture between OAO "LUKOIL" and Bashneft Oil Company for development of the R. Trebs and A. Titov fields).

It is expected that prospective volumes of oil & gas, which are classified as contingent, will be transferred to reserves 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 Group's proved reserves of oil are in Western Siberia, the Timan-Pechora oil & gas province 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 Group's proved reserves are in development (65% of oil reserves and 41% 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 Group's proved hydrocarbon reserves are conventional. Only about 4.3% of total reserves (3.8% of 3P reserves) consist of high-viscosity oil and 4.7% (6.0% of 3P reserves) 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.

Replacement of production by proved reserves exceeded 100% in 2011. Growth of proved hydrocarbon reserves in 2011 as a result of geological exploration work, production drilling and acquisitions was 619 million boe, of which growth due to geological exploration work and production drilling was 612 million boe, and 7 million boe were added as a result of acquisitions. So organic growth of reserves compensated 76.3% of hydrocarbon production (77.5% for oil and 70.4% for gas). Organic growth of proved oil reserves in Russia was 516 million barrels (99% of the total growth) and 4 million barrels at the international projects (1% of the total growth). Organic growth of proved gas reserves in Russia was 310 billion cubic feet (56% of the total gas growth) and 240 billion cubic feet at the international projects (44% of the total gas growth).

Proved reserves increased by 197 million boe due to revision of previous estimates.

There was substantial progress during 2011 in preparation for launch and development of a number of Group's fields, enabling reclassification of 170 million boe of contingent resources as proved reserves. However, faster decline of production at the Yuzhno-Khylchuyuskoye field compared with earlier forecasts led to reduction of proved reserves by 147 million boe.

LUKOIL Group remains among Russian and international leaders by volumes of proved hydrocarbon reserves. The Group's ratio of proved hydrocarbon reserves to production is 22 years (20 years for oil and 30 years for gas).

15

Oil & Gas Reserves of LUKOIL Group

January 1, 2012	Oil	Gas	Oil + gas*
	million barrels	billion cubic feet	million boe
Proved reserves including:	13,403	23,196	17,269
Developed	8,772	9,478	10,352
Undeveloped	4,631	13,718	6,917
Probable reserves	6,669	10,476	8,415
Possible reserves	3,530	2,453	3,939
Total 3P reserves	23,602	36,125	29,623

* Conversion ratio from cubic feet to barrels:

1 barrel = 6,000 cubic feet

	Oil, million barrels	Gas, billion cubic feet	Hydrocarbons, million boe	Share in hydrocarbon reserves
Western Siberia	13,283	4,917	14,103	47.6%
Urals	2,741	1,116	2,927	9.9%
Volga	296	299	346	1.2%
Northern Caspian	1,228	2,831	1,700	5.7%
Timan-Pechora	4,214	835	4,353	14.7%
Bolshekhetskaya Depression	754	19,196	3,953	13.3%

3P Oil & Gas Reserves of LUKOIL Group by Region in 2011

Other	315	20	318	1.1%
International projects	771	6,911	1,923	6.5%
TOTAL	23,602	36,125	29,623	100.0%

Geological Exploration

Geological exploration work by companies of LUKOIL Group in 12 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. The Company uses the latest technologies in order to maximize efficiency of its geological exploration work.

Main prospecting projects 2011, carried out in fulfilment of earlier established tasks, were as follows:

• Further exploration work at the Tsentralno-Astrakhanskoye gas and condensate field
• Continuation of prospecting and exploration work in the offshore Caspian to assess oil & gas prospects in Neocomian sediments
• Continuation of prospecting work to study geological structure and oil & gas potential at the Denisovskaya Depression in the Komi Republic
• Prospecting work for study of oil & gas prospects on the West African deep-water shelf and in the Aral region

The largest part of geological exploration work to discover oil & gas was in districts of Western Siberia, the Timan-Pechora oil & gas province, Perm Territory, the Volga, Astrakhan Regions, the offshore Caspian and as part of foreign projects.

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 carried out a substantial amount of 2D seismic work in 2011 to locate and detail geological structures and to prepare for drilling of prospecting and exploration wells, shooting a total of 6,061 km of 2D profiles. Volumes of 3D seismic were 4,312 km2 . Quality of our seismic work and speed of processing and interpretation have improved in recent years, particularly due to application of new computer technologies. High standards of the Group's seismic work are demonstrated by success rates of about 70% in prospecting and exploration drilling.

LUKOIL completed 246.5 km of electrical exploration in 2011. Vertical seismic profiling, which enables detailing of geological structure around an existing well, was carried out at 15 wells. Total exploration drilling in 2011 amounted to 159,000 m, and efficiency was at a high level of 1,076 tonnes of conditional fuel per meter. A total of 48 prospecting and exploration wells were completed in 2011, of which 33 were productive.

Group companies discovered 6 fields in 2011 (Vostochno-Lambeishorskoye in the Komi Republic, Nikulinskoye in Perm Territory, Yuzhno-Eityanskoye in Western Siberia, Yuzhno-Stanovoye and Yurevskoye in Volgograd Region, and Independance in Côte d'Ivoire), as well as 20 new deposits at fields that are already in development.

Increase of proved reserves under SEC classification through geological exploration and additional information obtained in the course of production drilling amounted to 612 million boe. Organic growth of proved oil reserves was 516 million barrels (99% of the total growth) and 4 million barrels at the international projects (1%). Gas reserve growth in Russia amounted to 310 billion cubic feet (56% of the total gas growth) and 240 billion cubic feet at the international projects (44%). Spending by LUKOIL Group on geological exploration work in 2011 was \$873 million including share in affiliates.

Russia

Total 121,000 meters of exploration drilling was carried out in Russia during 2011, 2D seismic exploration was 5,463 km and 3D seismic was 4,309 km2 . Spending on geological exploration in Russia was \$366 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 42,700 meters in 2011 and 14 wells were completed, of which 12 were productive. The success rate of exploration drilling was 86%. The Company shot 907 km of 2D seismic and 1,936 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.

8 new deposits were identified at previously discovered fields in the region during 2011. Largest growth of oil reserves was at the Kogalimskoye field (+1.8 million tonnes) and Nong-Eganskoye field (+1.4 million tonnes), thanks to 3D work and exploration drilling. Proved hydrocarbon reserves of the Group in the Khanty-Mansiysk Autonomous District to SEC standards were 7.3 billion boe (3P reserves – 13.6 billion boe). Significant oil inflows were obtained at a number of fields.

A prospecting well at the Svobodnoye field obtained oil inflows of 857 barrels per day from the Vasyugan suite at a dynamic level of 1,846 m. Testing of an exploration well at the Tevlinsko-Russkinskoye field gave free flow of oil of 392 barrels per day from Jurassic sediments using a 6-mm choke.

An exploration well was drilled at the Vostochno-Perevalnoye field, located on the territory of the Nadezhdinsky license area, and oil inflow of 400 barrels per day was obtained from achimian sediments. The well has been brought into production.

A new oil field was discovered in 2011 by drilling of a prospecting well at the Yuzhno-Eityanskoye elevation. Cased-hole testing of the T1 Tyumen suite gave an oil inflow of 138 barrels per day.

Yamal-Nenets Autonomous District

LUKOIL is developing gas reserves at the Bolshekhetskaya Depression in the 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 and gas condensate fields, as well as the Urabor-Yakhinsky and Vansko-Namyssky areas.

Industrial inflows of gas and condensate have been obtained from testing of wells № 304 and 2022 at the Pyakyakhinskoye field.

Testing of well №304 discovered 5 new gas condensate deposits at the Pyakyakhinskoye field. The strongest flow of separation gas was at a level of 123,000 cubic meters per day, with 124 barrels of stable condensate per day using a 12-mm choke.

Testing of well №2022 at the Pyakyakhinskoye field gave a free flow of gas condensate. In the course of studies a flow of separation gas at a rate of 169,800 cubic meters per day was obtained using a 10.2-mm choke. Flow of stable condensate was 122 barrels per day.

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 2011. Volumes of 2D and 3D seismic work during 2011, for clarification of geological models, were 627 km and 1,108 km2 , respectively, and exploration drilling was 20,900 m.

Prospecting and exploration drilling in Komi Republic amounted to 17,000 m in 2011 and 3 wells were completed, all of which gave production. The drilling success rate was 100%.

The Vostochno-Lambeishorskoye field was discovered in the Komi Republic. Two wells that were drilled at the field confirmed the presence of industrial oil deposits in riphean limestones from the zadonsk era. Open-hole testing gave an inflow of pure light crude oil at a rate of 6,300 barrels per day. Recoverable С1+С2 reserves discovered at the field in the reporting year were 21.9 million tonnes, 3P reserves – 53 million barrels.

In the Nenets Autonomous District testing of an exploration well was completed at the Oshskoye field and free flowing oil was obtained at a rate of 1,057 barrels per day.

Geological exploration work and additional information obtained in the course of production drilling added 96 million barrels of proved reserves to international standards in Timan-Pechora during 2011.

Urals

The Urals is a traditional production region for the Group, and reserves in the region have been extensively explored. LUKOIL carried out 590 km of 2D seismic and 341 km2 of 3D work in the region for geological purposes during 2011. Exploration drilling totalled 14,700 m. 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 5 wells was completed, all of them were productive. The success rate in exploration drilling was 100%. At the Yenapayevskaya and Zabrodovskaya areas two wells were completed and testing was begun. In tests all of the wells gave flows from productive strata at daily rates from 22 to 435 barrels. One new field was discovered in 2011 – the Nikulinskoye field, – where testing gave maximum oil flow of 400 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 2011 was 17,700 m. 2D seismic in Volgograd Region during 2011 amounted to 1,634 km, 3D – 225 km².

Drilling work was continued in Volgograd Region during 2011 at Avilovskaya well №10 and drilling of exploration well Avilovskaya №8 was begun. Well №44 at the Vysotskoye field was completed and cased-hole testing of Tula sediments gave inflows of gas at a maximum daily rate of 290,000 cubic meters. Construction of Levoberezhnaya well №6 was also completed and sampling of a Sennovian horizon gave sustained free flow of water-free oil & gas at a rate of 349 barrels per day, while testing of a Khovanian horizon gave an inflow of oil at a rate of 604 barrels per day. As a result the Yurievskoye field with С1+С2 reserves of 1 million tonnes was discovered.

Additional studies at the reopened Nizhnekorobkovskiye wells №23 and №27, which were drilled at the start of the 2000s at the Yuzhno-Stanovaya structure, led to discovery of the Yuzhno-Stanovoye field with С1+С2 recoverable reserves of 632,000 tonnes. Testing of Bobrikov and Yevlanovo-Livensk sediments gave pure oil inflows at rates of up to 250 barrels per day.

Construction work on Tsentralno-Astrakhanskaya well №3 continued at the Tsentralno-Astrakhanskoye field. Bottom-hole depth at the end of 2011 was 4,007 m. The well has been cased and is due to be developed in 2012. 3D seismic work at the field continued in 2011 when total 355 km2 was carried out.

In Tatarstan oil inflow at a rate of 201 barrels per day was obtained from a well at the Olginskoye field, which is part of the Agryzsky license area. At the Ozerny license area in-hole testing of the Bobrikov horizon gave a viscous oil inflow of 57 barrels per day.

Northern Caspian

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

In the offshore Caspian two wells were completed and both were productive, so the success rate in prospecting and exploration drilling was 100%.

Rakushechnaya well №8 was completed with bottom-hole at a depth of 1,650 m and industrial oil inflow was obtained from testing of the oil-saturated part of a Neocomian reservoir with maximum daily inflow rate of 2,969 barrels per day. An Aptian oil deposit was tested and hydrofracturing of strata was used to enhance flow rates for the first time in offshore work. Maximum daily flow rate before hydrofracturing was 28 barrels per day, and the rate increased to 282 barrels per day after the operation. Well №2 at the Sarmatskaya structure was completed with bottom-hole at 3,330 m. Drilling results confirmed productivity and discovered expansion of the gas contour. The production string was tested in three productive strata of the Titon tier. Joint testing of strata II and III gave daily gas inflows of 400,000 cubic meters per day and 618 barrels per day of condensate. Testing of stratum I gave a gas flow of 1,094,000 cubic meters per day and 209 barrels of condensate per day. An increase in C1 gas reserves on Sarmatskoye gas field was 55.6 billion cubic meters.

Kaliningrad Region

LUKOIL Group companies carried out geological exploration work in 2011 in Kaliningrad Region, both onshore and offshore (in the Baltic Sea). Total 3,300 m of drilling was carried out. Specialists also completed 442 km of 2D seismic work at all license areas in preparation for deep drilling.

Drilling of a prospecting well at the D-41 structure was suspended at bottom-hole depth of 1,350 m pending alterations to the project plan in order to reduce risks associated with large step-out in directional drilling.

International projects

LUKOIL Group's strategic development program implies intensive development of international operations in the Exploration and Production 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 participation was 37,855 meters in 2011. 2D seismic work in international projects in 2011 totalled 598 km and 3D work was 3.98 km2 . Spending on geological exploration outside Russia was \$507 million. LUKOIL Group was involved in geological exploration drilling in eleven countries outside Russia by the end of 2011: Kazakhstan, Saudi Arabia, Egypt, Uzbekistan, Romania, Vietnam, Colombia, Venezuela, Côte d'Ivoire, Ghana and Sierra Leone. A total of 11 wells were completed during 2011 as part of these projects, of which three were productive.

Drilling of a third exploration well was finished in 2011 at the Kungrad block (part of the Shege structure) in Uzbekistan. Well studies in open borehole using MDT instrument have obtained inflows of gas. Testing of well Shege-3 is scheduled for completion in 2012, after which a decision will be made on further work.

Drilling of wells Kuvachi-7 and Parsankul-9 was finished in 2011 at the Kandym block. Testing of Kuvachi-7 gave industrial inflows of gas and condensate at a daily rate of 165,000 cubic meters. Testing of Parsankul-9 will be carried out in 2012. Drilling of well Parsankul-10 has begun. A project for 2D and 3D seismic work has been prepared and a sub-contractor is being selected to carry it out.

During 2011 as part of the South-West Gissar project in Uzbekistan drilling and testing of well Shamoltegmas-4 were completed. Total 598 km of 2D work has been carried out ahead of schedule. Gas inflows of up to 198,000 cubic meters per day were obtained. Drilling work on prospecting well Shurdarye-2 began in December 2011 and will be completed in 2012, when well Navruz-1 will also be drilled. 3D seismic work will start in 2012 and recommendations will be prepared for appraisal drilling at the Shurdarye and Navruz structures.

Drilling of well Shagala-1 allowed to complete evaluation of eastern part of Aral prospects as part of the Aral project in the Uzbek sector of the Aral Sea. Testing gave no inflow of hydrocarbons. A program of further work was approved in August 2011, which includes the drilling of prospecting and appraisal wells. The first stage of the exploration period came to an end in April 2011 (the minimum work program has been carried in full and in due time). Preparations are being made for drilling in 2012 of an appraisal well at the West Aral field and of a prospecting well at the Umid structure. Passports have been prepared for the Umid and Ak-Tepe structures. In 2011 LUKOIL Group increased its share in the project to 26.6%.

3D seismic field work and interpretation of results began in 2011 as part of the West Qurna-2 project in Iraq (contracted work volumes are 540 km2 ). A number of researches have been carried out as well as work for creation of a petro-physical field model. The reopening of well WQ-11 was carried out. Inflow of oil at a daily rate of 6,686 barrels was obtained. Scheduled tasks for 2012 include further reopening of wells, 3D seismic work completion, logging of previously drilled wells, preparation of a drilling pad and approach roads, and the start of drilling work on a prospecting well and the first production wells.

On the Western Africa shelf (projects in Côte d'Ivoire and Republic of Ghana) 5 exploration wells were drilled including 1 productive (Independance-1X) and 1 with non-industrial inflow (Buffalo-1X, CI-205 block).

Independance-1X well that was drilled at CI-401 block is 4,100 meters deep, while sea depth is 1,700 meters The well established excellent sandstone reservoirs was established in Turonian sediments (3,799 – 3,815 meters). Proved net pay is 53 meters. Analysis of the results shows that the well is the pioneering discoverer of oil deposits in Turonian sediments.

The exploration work plan for the Riyadh (Block A) project in Saudi Arabia implied drilling of five prospecting wells at the Tukhman and Mushaib fields and more than 1,500 km2 of 3D seismic work. Studies were carried out in 2011 on economically viable technologies for extraction of difficult gas reserves in reservoirs with low permeability at the Tukhman field. Joint proposals with Saudi Aramco are being prepared for negotiations with the Saudi Arabian Government concerning changes in contract terms in order to continue economically viable work on the project. A decision on further work is expected during 2012.

As part of the WEEM Extension project in Egypt processing and interpretation of 3D seismic data from 2010 and previous years was completed. The resource base was clarified and passports were prepared for sidetracks drilling at wells WEEM-A2-ST2 and WEEME-А3. As a result of tendering process drilling work was postponed until 2012 due to lack of drilling capacities in 2011.

In February 2011 a LUKOIL Group organisation, Vanco International and the Romanian National Agency for Mineral Resources signed concession agreements for exploration and production at two blocks in the Romanian sector of the Black Sea: Est Rapsodia and Trident. The blocks are located at sea depths between 100 and 1,200 meters, and each block covers an area of 1,000 km². The agreements came into force in November 2011. The minimum program in the obligatory first stage of work at each block includes conduct of 1,000 km2 of 3D seismic exploration, AVO-analysis, basin modelling and drilling of one well. Regional 2D seismic data from previous years totalling 13,000 km were acquired in 2011, as well as materials from six offshore wells in Romania and Ukraine, nine geological reports and a seismic-study data base for the north-western part of the Black Sea. It is planned to carry out 2,000 km2 of 3D seismic exploration work in 2012.

In April 2011 the Group acquired a 50% interest in the production sharing agreement for the Vietnam offshore block, Hanoi Trough-02 (HT-02), from Quad Energy S.A. The НТ-02 block covers an area of 1,185 km2 and is located onshore and in coastal waters of the South China Sea, about 50 km away from the port of Haiphong and 1,500 km away from developed fields on the ocean shelf of South Vietnam. Water depth is up to 23 meters. Analysis of data from the block and from adjacent areas will be carried out in 2012, and recommendations will be prepared for further geological exploration. Depending on results, 3D or 2D seismic work may be carried out as well as drilling of a third well.

In July 2011 a LUKOIL Group organisation acquired a 49% interest in an exploration and development contract at the offshore deepwater Block SL-5-11 in territorial waters of the Republic of Sierra Leone from the company Oranto Petroleum. Block SL-5-11 covers an area of 4,022 km² and is located on the continental slope of the Atlantic Ocean at sea depths between 100 and 3,300 meters. 2D and 3D seismic studies have already been carried out before acquisition on an area of 1,500 km2 and a number of prospective structures have been found, including the Leon and Savanna structures. The Block is part of the Sierra Leone – Liberia geological basin, where a number of large oil fields have been discovered in recent years. 2D electric exploration work is planned in 2012, as well as reprocessing of 3D seismic materials and preparations for prospecting drilling.

The Group has decided to abandon two projects in Kazakhstan: the Tyub-Karagan project (the second well Tyub-Karagan №2 was drilled in 2011 and did not discover industrial hydrocarbons deposits) and the Zhambai-Zaburunye (due to impossibility of finding a drilling sub-contractor capable of providing well-construction services in present conditions).

EXPLORATION DRILLING BY REGION (2011)

Oil Field Development and Production

LUKOIL Group oil production by region

	Th. tonnes	Share in production
Western Siberia	49,102	54.0%
Timan-Pechora	17,547	19.3%
Volga	3,426	3.8 %
Urals	12,937	14.2%
International projects	5,951	6.5%
Other	1,954	2.2%
Total	90,917	100%

Crude oil production by LUKOIL Group in 2011 (including the share of production by equity affiliates) was 90,917 million tonnes (1,840 million barrels per day).

Lower oil output in 2011 reflects decline of production at fields in Western Siberia, where the Group produces 54% of its crude oil. The decline was due primarily to objective changes in the structure of recoverable reserves. However, improvement to systems for maintaining strata pressure, use of the latest enhanced recovery technologies and horizontal drilling enabled LUKOIL Group organisations to stabilize output levels in Western Siberia from the middle of the year (see 'Stabilization of production in Western Siberia').

Production levels were also negatively affected by results in Timan-Pechora where rates of output at wells declined due to high-water cut and shrinkage of recoverable reserves. Parameters of the geological model for the Yuzhno-Khylchuyuskoye field were revised in the reporting year, and this was reflected in the Group's operating and financial results. Further measures have been designed and approved for stabilization of output levels at the Yuzhno-Khylchuyuskoye field and they will be implemented in 2012. They include drilling of side-tracks and use of 12 dual-injection systems.

OAO "LUKOIL" subsidiaries and equity affiliates produced hydrocarbons at 358 fields in Russia and at 34 fields in 4 foreign countries during 2011. Production of hydrocarbons was begun at three new fields in the Russian Federation and at one field in Uzbekistan. Production levels at 18 Group fields rose by more than 50,000 tonnes in comparison with 2010. The largest increases (more than 200,000 tonnes) were achieved at 4 fields, which together gave overall annual increment of oil output by 1 million tonnes.

The Group had 30,840 oil production wells as of January 1, 2012, of which 26,970 were actually in use, and the number of injection wells was 10,960, of which 8,750 were under pressure. The number of oil production wells was 1.6% higher in 2011 than in 2010, and injection wells number increased by 6.0%, raising the efficiency of production. The share of idle wells was almost unchanged from the end of 2010 at 12.5% of the total number. Average daily oil output at wells in projects with Group participation was 13.8 tonnes.

Volumes of production drilling were 2,953,000 m, which is 8% more than in 2010. The number of new production wells brought into operation was 1,006, of which 235 were horizontal. The Company plans to increase the number of horizontal wells in the medium term due to their high efficiency. Average daily flow from new wells in projects, in which the Group is a participant, was 32.4 tonnes, including 49.8 tonnes from horizontal wells.

The share of horizontal wells in the total number of new wells brought into operation in Russia increased from 11.5% in 2010 to 24.9% in 2011.

A program of industrial testing enabled a technology breakthrough in 2011, which raises the forecast for viable development of new reserves in 2012–2021 by 3.6 billion barrels of oil thanks to increase of oil recovery rates at fields in the Russian Federation.

LUKOIL made particularly rapid advances during 2011 in drilling of horizontal wells that uses multi-zonal hydrofracturing of strata. A total of 96 wells with multi-zonal hydrofracturing were brought into operation in 2011 and gave 637,000 tonnes of oil production. Average daily oil flow from the wells was 56.3 tonnes. Application of this technique at the Urevskoye and Tevlinsko-Russkinskoye fields led to significant adjustment of field development plans, increasing the target recovery factor and thereby raising rates of return on these investment projects. In another technology advance is an expanded logging-while-drilling (LWD) complex for construction of horizontal wells on an industrial scale, enabling real-time drilling of horizontal boreholes in productive strata, which ensures maximum contact with the reservoir.

Drilling of horizontal wells in the depression at wells in Western Siberia gave an increase of oil flow rates by 2–4 times compared with previously drilled wells using clay-polymer solutions, while reducing unit costs by 30%.

The Company achieved some increase in the efficiency of sidetracks during the reporting year and drilling of sidetracks was increased. Consistently high efficiency was achieved by the use of scientifically prepared mini-projects with hydrodynamic modelling, as well as by more accurate forecasting of geological structure and the structure of reserves at areas where sidetracks were drilled. 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 241 wells in 2011 and gave average daily flow of 20.4 tonnes.

Efficiency of hydrofracturing operations at the Group's wells in 2011 was comparable with the result in 2010. The level of oil flow increase from hydrofracturing was maintained thanks to efforts to improve work planning, 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 4,894 operations were carried out on productive strata in 2011 using physical, chemical, hydrodynamic and heat techniques (see 'Exploration and Production Technologies'). Additional oil output in Russia thanks to application of such enhanced oil recovery techniques was 22.3 million tonnes, or 26% of total oil production by the Group in Russia.

Russia

Oil production by LUKOIL Group in Russia during 2011 was 84.966 million tonnes, of which 84.609 million tonnes were produced by Group subsidiaries.

Subsidiaries and equity affiliates of LUKOIL produced hydrocarbons at 358 fields in Russia in 2011. Production drilling in Russia grew by 9.1% to 2,493,000 m. The Group owned 28,930 production wells at the end of 2011, of which 25,240 were actually in use.

Western Siberia

Fields in Western Siberia accounted for 54% of LUKOIL Group's oil production during the reporting year. Production in the region was somewhat lower than in 2010 at 49.1 million tonnes. Use of enhanced oil recovery methods and drilling of horizontal wells enabled LUKOIL to stabilize production rates in the region from the middle of 2011. The Company will continue to focus on stabilization of production levels in main operating areas, stepping up capital expenditures for development of new technologies and improvement of field efficiency.

Despite long periods of exploitation, some of the Company's fields in Western Siberia are still achieving production increases. In particular, the Vostochno-Perevalnoye and Urevskoye fields showed strong oil production growth once again in 2011.

Oil production at the Vostochno-Perevalnoye field, commissioned in 2007, grew by 40% compared with 2010 to a level of 0.9 million tonnes. The growth was achieved by launch of new wells (39 wells with average daily oil flow rates of 36.6 tonnes) as well as operations at wells that were completed in the previous year (29 wells were brought into production in 2010 and gave average oil flow of 37 tonnes per day). The Company's development program calls for launch of 46 new wells in 2012– 2013, of which four will be horizontal. Water and gas treatment of strata is being used in test mode in order to raise the oil recovery at the Vostochno-Perevalnoye field. Peak production should be attained in 2013.

Oil production at the Urevskoye field, which was brought into production in 1978, rose by 8.1% to 3.1 million tonnes in 2011. The increase was achieved thanks to production drilling: 90 new wells were launched with average daily output of 38 tonnes, including 35 horizontal wells with daily flow of 61 tonnes. A total of 11 sidetracks were drilled at the field in 2011 in order to maintain output levels at wells, and they gave average daily flow increases of 19.6 tonnes, producing 22,300 tonnes of additional oil in total. Work continued on a system for maintaining strata pressure, and 75 new injection wells were put under pressure in the reporting year.

The future drilling schedule for the Urevskoye field as of January 1, 2012, included 802 wells, of which 493 for production and 309 for injection. The Company's development program foresees completion of 117 new wells at the field in the period from 2012 to 2017.

Stabilizing production in Western Siberia. Urals experience.

Western Siberia is one of LUKOIL Group's key production regions. Crude oil production there in 2011 was 49.1 million tonnes or 54% of the total for the Group. However, most fields in the region have been in development for many years and their reserves are highly depleted. Output by LUKOIL Group in Western Siberia peaked in 2007 at a level of 59.9 million tonnes. Average annual decline of Group output in the region during 2008–2010 was 5.3%. In 2011 the Group succeeded in reducing the rate of production decline: levels of output were stable in the second half of the year.

This result was achieved through implementation of several carefully planned measures:

1. Major reinforcement of the system for maintenance of strata pressure. Average 450 injection wells have been brought into service each year, so that, while the number of production wells grew only insignificantly (by 4%) over five years, the number of injection wells rose by 20%. The ratio of production wells to injection wells was reduced, and this enabled lowering of production losses and

2. The quantity of horizontal drilling work in Western Siberia was greatly increased in 2011, when 153 highly efficient horizontal wells were commissioned in comparison with 59 in 2010. 96 multi-zonal hydrofracturing operations were also carried out on strata during horizontal drilling during 2011. Average daily flow rates from the new wells were 56 tonnes.

3. The number of low-cost well improvement operations (reperforation, perforation of different intervals, optimization of well operating regimes) increased in 2011 compared with 2010.

4. Use of new drilling technologies in 2011 gave an increase of crude oil output from new wells, despite a decline in the number of new wells.

LUKOIL Group plans to maintain its focus on stable levels of production in Western Siberia, increasing investments to create and apply the latest technologies, and to improve efficiency in exploration and development of fields. The Strategic Development Programme of the LUKOIL Group for 2012-2021 foresees a continuation of stable output levels in Western Siberia in coming years, and growth of production from 2016 thanks to the launching of new fields.

LUKOIL Group has achieved steady growth of production over a number of years in the Urals, which are another traditional production region for the Company. Crude oil output in the Urals in 2011 was 12.9 million tonnes, representing 14.2% of total output by the Group.

51 new fields were brought into production in the Urals between 1995 and 2011, and a total of 133 fields were in operation as of January 1, 2012. There has been a steady increase of output levels from 9.3 million tonnes in 1995 to 12.9 million tonnes in 2011. These results were achieved thanks to:

• Annual launch of 2–3 new fields on average
• Increase of the share of crude oil produced at new fields, which were brought into production during the period (nearly 2 million tonnes in 2011)
• Implementation of efficient work on wells and formations (production drilling, drilling of sidetracks, hydrofracturing) as part of integrated programs for enhanced oil recovery, with coordination of decision-making for smaller and larger well groups.

This enabled major increases of crude oil output at a number of large fields in the region (Unvinskoye, Sibirskoye, Gagarinskoye, Kurbatovskoye, Garyushkinskoye).

Timan-Pechora

The Timan-Pechora oil province provided 19.3% of the Group's production in 2011. Output by LUKOIL in the province declined by 17.1% to 17.5 million tonnes, due to lower production levels at the Yuzhno-Khylchuyuskoye field, but Timan-Pechora still has great potential. In 2011 The Company and Bashneft Oil Company set up a joint venture for development of the R. Trebs and A. Titov oil fields, which are located in the province. Timan-Pechora also has the largest share of LUKOIL's heavy oil reserves, which are located at the Yaregskoye and Usinskoye fields.

The Yaregskoye field has proved reserves of 318 million barrels of high-viscosity oil under SEC classification (3P reserves – 540 million barrels). Production at the field mainly uses a shaft technique. Work began in test mode during 2011 to improve heat treatment applications by use of a new drilling rig which enables wells to be drilled to a length of 800 m (2.5-fold the length of traditional wells). Use of the new drilling rig, together with use of boring combines, will substantially reduce spending on preparation for development of slanted blocks and will raise productivity.

Five pairs of production and injection wells were drilled at the Lyaelskaya area of the Yaregskoye field in 2011 with horizontal completions and borehole length up to 1,100 m. The purpose of this test work is to obtain know-how in use of horizontal boreholes for injection and production purposes. The technology is similar to Steam Assisted Gravity Drainage (SAGD), which is being applied in production from oil sands in Canada, and the tests have confirmed its efficiency.

The Permian-Carbonaceous deposit at the Usinskoye field was brought into operation in 1977 and proved reserves in the deposit to SEC standards as of January 1, 2012 were 430 million barrels (3P reserves of the field – 680 million barrels). The deposit is characterized by highly varied structure of its carbonate reservoir, which contains high-viscosity oil, and thermal methods are being used to assist production. Most of the reserves at the deposit are being extracted by natural means. Extensive steam injection is being carried out at steam-heat impact zones in order to increase the recovery factor as well as steam-cycle treatment at various wells located over the entire extent of the deposit (combined with injection of chemical reagents in some cases). Additional oil production since thermal methods began to be used at the deposit is in excess of 6.1 million tonnes.

Extensive thermal treatment of strata via a system of horizontal wells is being used at a sector of the deposit for the first time. In 2012 tests are planed at the deposit using perpendicular gravitational drainage of strata.

Highest production growth rates in Timan-Pechora in 2011 were achieved at the Yuzhno-Yuryakhinskoye field, where the increase in output compared with 2010 was 214,400 tonnes (+233%). The production increase reflects well completions: six new wells were brought into production and gave average daily oil flows of 204.3 tonnes.

Five new wells are scheduled to enter production at the Yuzhno-Yuryakhinskoye field in 2012. The Company's development program for Exploration and Production business segment foresees rapid development of the field and further increase of oil production rates there.

Urals

Production of oil by LUKOIL Group in the Urals region increased to 12.9 million tonnes in 2011, or by 3.5%, thanks to use of new technologies, such as sidetracks, radial drilling and acid hydrofracturing. The Urals accounted for 14.2% of total production by the Group during 2011, compared with a figure of 13.0% in 2010.

Production of oil at the Unvinskoye field, which has top priority for the Company in the region, grew by 9.8% in 2011 to 1.7 million tonnes, thanks mainly to extensive use of modern enhanced recovery technologies as well as production drilling. A total of 10 sidetracks were drilled, giving average daily oil flow of 22 tonnes, and 17 operations for hydrofracturing of strata gave average daily production increments of 14.3 tonnes. Radial drilling was used at six wells and gave average increments of 9.9 tonnes per day. Five new wells were completed and gave average oil flows of 33 tonnes per day, including one horizontal well with average daily flow of 60.5 tonnes. These actions raised overall oil flow rates at all operating production wells to a level of 17 tonnes per day, compared with 15 tonnes in 2010.

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

Volga

Crude oil production by LUKOIL in the Volga region increased by 9.2% in 2011 compared with 2010 to 3.4 million tonnes.

Growth of production in the region was driven mainly by development of the Yury Korchagin field, which was launched in 2010 and was the first launch in a series of new Company fields in the offshore Caspian, which will be the main source of oil production growth for the Group in the medium term.

Total output from the Yury Korchagin field increased in 2011 to a level of 338,100 tonnes thanks to further drilling work, which enabled completion of three new wells. The total length of horizontal sections at wells rose above 1,000 m in the reporting year. Average daily oil flow from new wells was 432 tonnes and total production from new wells during the reporting year was 215,400 tonnes.

The circulation system for drilling fluid was modernized as part of technical re-equipment of the Yury Korchagin offshore platform. This has enabled operations using drilling fluid with an inert base, so that extra-long horizontal boreholes can now be drilled to lengths in excess of 5 km.

Plans for 2012 include drilling and launch of one gas-suppression well and four production wells, with horizontal section length of up to 4,000 m. The project development plans call for drilling of 33 production wells in the period up to 2017. Peak oil production should be in excess of 2.4 million tonnes and peak gas production will be more than 1 billion cubic meters.

International projects

LUKOIL Group's share of production in international projects was 5.951 million tonnes in 2011, which is 4.4% less than in 2010. The decrease was mainly due to the Kumkol and KarakudukMunai projects in Kazakhstan, South-West Gissar in Uzbekistan, Meleiha in Egypt and Shakh-Deniz in Azerbaijan.

Production drilling in the Company's international projects increased by 3.0% in 2011 compared with 2010 to 459,800 meters. The number of oil production wells rose by 9.6% to 1,905, of which 1,728 were actually in use. A total of 267 new production wells were commissioned as part of international projects, in which the Company is a participant.

The Group share of production in the Tengiz project in Kazakhstan was nearly unchanged at 1.292 million tonnes. An utilization rate of 99.2% was achieved for associated gas at Tengiz in the reporting year. A total of 25 well interventions were carried out in 2011 and gave 1.5 million tonnes additional output, which enabled existing plant capacities for preparation of oil & gas to be fully loaded. Pre-FEED work was completed in the project for optimization of the second-generation plant, which will make facilities more dependable and raise daily capacity to 41,800 tonnes, and also in the project for management of well-head pressure, which will extend the period of full load of existing oil & gas preparation facilities through construction of a system for pressure increase (a pumping station).

The Group's share of crude oil and gas condensate production in the Karachaganak project in Kazakhstan was 1.5 million tonnes in 2011, almost unchanged from the previous year. Drilling of three new horizontal wells was completed during the year as part of the field investment program and one of the new wells was brought into production. A fourth stabilization and purification line was brought into operation at the Karachaganak Processing Complex. Stabilization capacity at the end of 2011 was 27,400 tonnes of stable condensate and oil per day, and a record level of gas injection to strata (25.4 million cubic meters per day) was achieved.

There was a decline of output in the Kumkol project in Kazakhstan by nearly 15% to 1.25 million tonnes (the Group share) as the field is in a late stage of production. A total of 66 new production wells were brought into operation and gave average daily flows of 22.9 tonnes. Work was carried out to improve the system for utilization of associated gas, and proprietary rights to the technology scheme used in development of the Vostochny Kumkol field were obtained.

Share of the Group in production from the KarakudukMunai project in Kazakhstan was 696 thousand tonnes in 2010, down by 3% from the previous year due to natural ageing of the fields. Two new wells were brought into operation during 2011 and gave average daily flow of 26.9 tonnes. Seven sidetracks were drilled during the year.

Rapid development of the North Buzachi field in Kazakhstan was continued in 2011 and the LUKOIL Group share in output was almost unchanged at 493 thousand tonnes. A total of 153 new production wells (including 50 horizontal wells) were brought into operation and the average daily flow rate per well was 10.3 tonnes. Five pumping stations were completed and launched during the year. Three horizontal wells and eight horizontal sidetracks were drilled. Work on the program for utilization of associated gas is continuing.

Production as part of the Arman project in Kazakhstan was 19,100 tonnes in 2011, which is 9.1% less than in 2010. One well was completed for gas production in 2011 in order to supply fuel for power generation at the field, overcoming electricity shortages.

Oil production grew by 16.9% at the Alibekmola and Kozhasai fields (Kazakhoil Aktobe project in Kazakhstan) to reach 285,200 tonnes in 2011. A total of 20 new wells were commissioned and their average flow rate was 52.9 tonnes. The oil preparation and pumping unit at the Alibekmola field was upgraded during the year and a workover of the oil production zone at the Kozhasai field was carried out. Work continued on the project for utilization of associated oil gas.

There was a decline in production of gas condensate as part of the Shakh-Deniz project in Azerbaijan by 9.3% to 135,400 tonnes due to limited capacity of consumers in Azerbaijan and Turkey to take the gas. One new well was brought to operation in 2011 and gave an average daily flow of 1,200 tonnes. Gas was delivered through the South-Caucasus pipeline to Azerbaijan, Georgia and Turkey. Condensate was shipped via the Baku – Tbilisi – Ceyhan export pipeline. On October 25, 2011, a package of documents on further development of Stage 2 of the project was signed by representatives of the Azerbaijani state oil company, SOCAR, and the Turkish state oil & gas pipeline company, BOTAS, in the presence of the Turkish Prime Minister. The documents must also be ratified by the Turkish and Azerbaijani parliaments. An accord between Azerbaijan and its partners on a five-year extension of the production sharing agreement for Shakh-Deniz depends on final approval of Stage 2.

LUKOIL'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 9,100 tonnes in 2011.

LUKOIL's share of production at the South-West Gissar project in Uzbekistan, which was acquired in 2008, declined by 11.9% in 2011 compared with 2010 to a level of 77,400 tonnes, due to natural exhaustion of the oil fields which are being developed in the project.

The Group's share in the Meleiha project in Egypt was 20.4% less in 2011 than in 2010 and amounted to 54,900 tonnes. This was due to reduction in LUKOIL's share in the PSA due to growth of prices for hydrocarbons. A total of 24 new wells were brought into operation in 2011 and their average daily flow rate was 37.4 tonnes.

The Group share in production as part of the WEEM project was 136,800 tonnes (excluding WEEM ext.). A system for maintenance of strata pressure was launched in test mode in the course of the year.

Preparations were carried out in the reporting year for the launch of production in the West Qurna-2 project in Iraq. In 2009 a consortium of OAO "LUKOIL" and the Norwegian company Statoil won a tender for development rights at the West Qurna-2 field, which is among the largest in the Republic of Iraq.

The geological model of the field was brought up to date in 2011 to take account of new well-testing data, interpretation of fragments of geophysical studies and more accurate correlation of the geological section with sedimentation cycles. Drilling of 23 production wells is scheduled to begin in 2012 as part of the early oil development stage. Other plans for 2012 include construction of geological and hydrodynamic field models, completion of work to reopen old wells, core studies and 3D seismic work.

Oil production is scheduled to begin in 2013.

OIL PRODUCTION WELLS,

OIL PRODUCTION WELLS IN USE, thousand wells

OIL PRODUCTION, million tonnes

Gas field development and gas production

Million cubic meters
Western Siberia	3,470	18.6%
Bolshekhetskaya
Depression	8,273	44.4%
Timan-Pechora	573	3.1%
Urals	945	5.1%
Volga	522	2.8%
Other	12	0.1%
International projects	4,826	25.9%
Total	18,621	100%

LUKOIL Group production of marketable gas by region

LUKOIL Group's 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 2011 (including the share of production by equity affiliates) rose by 3.3% to 22.023 billion cubic meters. Output of marketable gas (net of own use, reinjection into reservoir formations and transport losses) rose by 0.4% to 18.621 billion cubic meters (300,000 boe per day), including increase of output by 1.2% in Russia and reduction of output by 1.9% in other countries. Company revenue from sales of natural gas was \$327 million in 2011, which is 4.8% more than in 2010, due to increase of demand and of prices for hydrocarbons.

The main achievement in the Company's gas business during 2011 was the launch of gas production at the Dzharkuduk field as part of the South-West Gissar project in Uzbekistan. Early gas was produced at the field towards the end of 2011 and attainment of large-scale production is scheduled in the first quarter of 2012. A complex gas preparation unit will be built at Dzharkuduk in 2013 when construction of the large Gumbulak and Adamtash fields will also be completed, with drilling of more than 40 production wells. An external power transmission line will also be provided, and other constructions will include a gas collection and preparation system, pipelines for marketable gas and condensate, a shift camp, a field base and various engineering infrastructure facilities.

The Group's main gas field remains the Nakhodkinskoye field, where natural gas production rose by 1.6% in 2011 to 8.273 million cubic meters. All of this gas was sold to Gazprom. Net income of LUKOIL Group from gas projects in Russia was \$114 million in 2011.

The Company had 404 gas production wells at the end of 2011, of which 296 were in use.

Output of natural gas increased by 1% in 2011 to a level of 14,082 million cubic meters, including 12,761 million cubic meters of marketable gas, production of which was almost unchanged from the previous year.

Production of associated gas grew by 7.4% to 7,941 million cubic meters, including 5,860 million cubic meters of marketable associated gas, production of which increased by 1.3%. Associated gas is used at Company fields, where it is injected in order to maintain strata pressure, for generation of electricity using gas-fired generating stations, and also 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 gas, which it puts to use1 , year by year and the share reached 79.3% in 2011 compared with 76.8% in 2010, 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 LUKOIL's fields, including construction of compressor stations and gas pipelines. The level of utilization of associated gas at main Group fields in Western Siberia is now above 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 for the years 2011–2013, which aims to increase rates of associated gas utilization by organizations in the Group. 52 facilities at 49 fields were built or upgraded in 2011 as part of the gas utilization program.

Russia

Production of marketable gas in Russia in 2011 was 13,795 million cubic meters, which is 1.2% more than in 2010. The Group had 297 gas production wells in Russia at the end of 2011, of which 215 were actually in use.

Most of the Company's natural gas production in 2011 in Russia (more than 90%) came from the Nakhodkinskoye field in the Bolshekhetskaya Depression. Gas production there in 2011 was 8.3 billion cubic meters, representing a slight increase in comparison with 2010.

A second exploration well was drilled in 2011 at the Sarmatskoye field and discovered substantial gas reserves. The increase in recoverable gas reserves amounted to 56 billion cubic meters.

OAO "LUKOIL" has an agreement with OJSC Rosneft Oil Company by which the Group will accept volumes of gas up to 5.6 billion cubic meters per year starting in 2013 from the Vankor group of fields for input to the gas transport system in the Bolshekhetskaya Depression, adjacent to the Khalmerpayutinskoye field, for delivery to the Gazprom gas transport system at the Yamburgskaya gas compression station. Construction of a pipeline system from the Khalmerpayutinskoye field to the Pyakyakhinskoye field, and from Pyakyakhinskoye to the Nakhodkinskoye field is scheduled for completion in 2013. Tenders have been carried out for purchases of pipes and valve systems, and subcontractors for construction of the pipeline system have been selected.

Rosneft's commitments under the agreement are to accept 3 million tonnes per year of stable oil and condensate mixture into its Vankor–Purpe pipeline for delivery to the Transneft trunk pipeline system. However, LUKOIL has decided not to use the Vankor route for transport of liquid hydrocarbons, but to use Transneft's Zapolyarye–Purpe trunk pipeline instead, so construction of the Pykyakhinskoye field and the start of production there will be coordinated with the scheduled date for opening of that pipeline, which will pass across the field.

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

¹ The share of produced gas in total gas extracted from strata. Remaining gas is flared off.

OAO "LUKOIL" reached agreement with OAO "Gazprom" in the reporting year on deliveries of 8.35–12.11 billion cubic meters of gas from fields in the Bolshekhetskaya Depression during 2012–2016 at prices set by the Federal Tariff Service less 15% for use by industry in Yamal-Nenets Autonomous District. The agreement also states that Gazprom will make every effort to accept all of LUKOIL Group's gas output from fields in the Northern Caspian into its gas transport system after LUKOIL Group begins production in that region and will deliver equivalent amounts to LUKOIL Group organisations .

International projects

Production of marketable gas as part of international projects decreased by 1.9% in 2011 to 4,826 million cubic meters. The share of natural gas was 86%, almost unchanged from the previous year. The Group had 107 gas production wells in international projects at the end of 2011, of which 81 were actually in use.

Early gas was produced at the end of 2011 at the Dzharkuduk field as part of the South-West Gissar project in Uzbekistan, and full-scale production should be achieved in the first quarter of 2012. A complex gas preparation unit will be built at Dzharkuduk in 2013 when construction of the large Gumbulak and Adamtash fields will also be completed, with drilling of more than 40 production wells. An external power transmission line will also be provided, and other construction work will include a gas collection and preparation system, pipelines for marketable gas and condensate, a shift settlement, a field base and various engineering infrastructure facilities.

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 was 2.63 billion cubic meters in 2011, which is almost unchanged from 2010.

The Shady area (western part) of the Dengizskulsky field was brought into operation in November 2011. The total daily increment in field output was more than 5 million cubic meters. A contract has been signed for the design of project documents and delivery of equipment for the Khauzak booster compressor station.

A contract was signed in August 2011 for preparation of a pre-project study and general documentation for construction of a gas-processing complex at the Kandym group of fields. The Korean company Hyundai Engineering was selected as sub-contractor for the work on the basis of a tendering competition. Standard load of this unique gas-processing plant will be 8 billion cubic meters of gas per year, and the first set of facilities are scheduled for launch on August 1, 2016. The contract has been approved by the Government of Uzbekistan.

The Group share of marketable gas in the Tengiz project in 2011 was 560 million cubic meters. Completion of a special program has raised the utilization rate for associated gas to more than 99%.

The Group share of marketable gas production in 2011 at the Shakh-Deniz project in Azerbaijan, which was brought into production in December 2006, was 513 million cubic meters in the reporting year, which is 5.9% less than in 2010. The reduction was due to limitation of volumes taken by Azerbaijan and Turkey.

GAS PRODUCTION WELLS, wells

MARKETABLE GAS PRODUCTION, million cubic meters 14.90 18.62 18.55 14 16 18 20 2009 2010 2011

2. Oil Refining, Gas Processing and Petrochemicals

The Strategic Development Programme of the LUKOIL Group for 2012-2021 envisages:

• Significant increase of light products yield at Russian refineries
• Increase in gasoline production at Russian refineries by 50%
• Increase in average daily sales at Russian filling stations by 27%
• Installation of new secondary refining units at Russian refineries
• Bringing foreign refineries in line with the world standards

The Company achieved impressive results in the Refining & Marketing business segment in 2011: segment net income rose by 11% to \$3.687 billion. The increase in net profit was achieved through ongoing optimization and instalment of new conversion capacities, primarily in Russia, as well as favourable market conditions in Russia.

LUKOIL Group pursued work in 2011 to develop its oil refining business through modernization and expansion of refining capacities.

	2011	2010
Indicator, \$ million			Growth, %
Revenue	128,549	100,246	28.2
EBITDA	5,795	5,124	13.1
Net income	3,687	3,330	10.7
Capital expenditures	1,354	1,320	2.6

Main indicators for LUKOIL's Refining & Marketing business segment

Price and tax environment

Growth of the world economy led to gradual recovery in demand for petroleum products during 2011, and there was substantial price growth on both domestic and export markets. The external price environment had a great influence on LUKOIL's revenue growth since the Company sold 81% of its petroleum products outside Russia. Average prices for fuel oil in Europe rose by 38% (FOB Rotterdam), and prices for high-octane gasoline were 34% higher. The domestic market for petroleum products also saw price growth: heating fuel oil rose by 30% and prices for AI-95 gasoline rose by 21%.

Volume of refining in 2011, including processing at third-party refineries, totalled 65.2 million tonnes, of which 64.9 million tonnes are attributed to the Group's own refineries (including the Group's share of refining at the ISAB and Zeeland complexes).

There was a significant increase of high-octane automotive gasoline consumption in Russia in 2011 due to increasing number of automobiles. The Government took a number of measures to address fuel shortages, including introduction of the '60-66' system, which unifies export duties for light and dark oil products at 66% of the duty level for crude oil while keeping a higher rate of 90% for exports of gasoline. The new system encourages deeper refining of crude oil, which the Group has been working on for a number of years and will continue this work in the future. The Company is planning to reduce output of dark petroleum products at its Russian refineries by more than 2.5 times in the next decade. Implementation of modernization projects should boost output of automotive gasoline at Russian refineries by almost 1.5 times by 2021.

LUKOIL Group includes five oil refineries outside Russia and this fact lowers domestic risks of a particular region as well as allows for global optimization of commodities flow.

Oil Refining

LUKOIL Group Refineries

Refinery	Nelson Index	Annual capacity, million tonnes per year	Throughput in 2011, million tonnes
Perm Refinery	7.9	13.0	12.68
Volgograd Refinery	5.4	11.0	10.88
Ukhta Refinery	3.2	3.9	4.50
Nizhny Novgorod Refinery	6.3	17.0	17.06
Mini-refineries in Uray and Kogalym	-	0.4	0.16
Total, Russian refineries	6.3	45.3	45.28
Odessa Refinery (Ukraine)	3.9	2.8	0.00
Refinery at Ploiesti (Romania)	10.0	2.4	2.38
Refinery at Burgas (Bulgaria)*	8.9	9.8	5.81
ISAB Complex**	9.3	9.6	6.95
Zeeland Refinery***	8.4	3.6	4.51
Total, foreign refineries	8.6	28.2	19.65
Total	7.2	73.5	64.93
* Including refining of 0.74 million tones of fuel oil in 2011

** Capacity and refining volumes at ISAB (for oil and fuel oil) are shown as the LUKOIL Group company's share (60%).

*** Capacity and refining volumes at Zeeland (for oil) are shown as the LUKOIL Group company's share (45%). Besides 2.17 million tonnes of vacuum gasoil was processed at Zeeland in 2011.

LUKOIL Group continued rapid development of its oil refining business in 2011 through modernization and expansion of refining capacities.

The Group raised operating efficiency of its refineries in 2011 through measures to optimize production capacities, increase capacity load of refining units, raise energy efficiency and reliability of equipment (increasing the operation period between overhauls), as well as to optimize personnel numbers. Financial impact from these measures was about \$68.3 million.

Russian refineries

Crude oil throughput at refineries in Russia owned by LUKOIL Group was 45.3 million tonnes in 2011, which is 0.1% more than in 2010.

The share of high-octane gasoline in total output of gasoline at Group refineries in Russia (not including mini-refineries) rose up to 96.2% in 2011 (from 91.5% in 2010). Light-product yield was 52.0% (48.5% in 2010).

Scheduled work continued in 2011 at all of the Group's Russian refineries to re-equip and automate production processes, improve energy efficiency, and enhance industrial and environmental security. Capital expenditures at Group's refineries in Russia were \$586 million in the reporting year (against \$542 million in 2010).

A hydrogen fluoride alkylation unit was brought into operation in the first quarter of 2011 at the Nizhny Novgorod Refinery (OOO "LUKOIL-Nizhegorodnefteorgsintez"). The catalytic cracking complex for vacuum gasoil, construction of which was completed at the end of 2010, reached planned capacity levels in 2011. Increase of gasoline output compared with 2010 was 1.1 million tonnes.

The strategic development program for the Nizhny Novgorod Refinery, which was approved in 2011, calls for construction of a second catalytic cracking complex by 2015 using existing project documentation. Installation of the second complex will help to avoid repetition of the gasoline shortages, like at the start of 2011, and will ensure that sufficient supplies of high-quality automotive gasoline are available for the domestic market in the near future. Engineering studies and equipment orders for the project are already being carried out. The development program also includes installation of the second isomerisation unit, which will increase production of high-quality gasoline from low-octane fractions of straight-run gasoline. Construction of a facility for hydrocracking of residues is planned in the long term, and will substantially increase light product yield, as well as minimize production of fuel oil and lower sulphur content in fuel oil to 1%.

A new delayed coking unit with one million tonnes per year capacity was brought into operation in December 2011 at the Volgograd Refinery (OOO "LUKOIL- Volgogradneftepererabotka) . Its launch will terminate the fuel oil production in 2012.

Construction and assembly works of a new diesel fuel hydrotreatment facility with 3 million tonnes capacity continued in 2011.Project completion will make all diesel fuel output from the Volgograd Refinery compliant with Euro-5 environmental standards. Commissioning of the unit is scheduled in the third quarter of 2012.

A new primary refining unit with 6 million tonnes capacity is being installed. It will replace two old units and its launch will reduce energy consumption in crude refining and raise the quality of product fractionation. Launch of the unit is scheduled in 2015.

Future plans include construction by 2016 of a deep refining complex for vacuum gasoil, which will increase production of diesel fuel compliant with Euro-5 standards, as well as high-quality lubricants. The deep refining complex will consist of a vacuum gasoil hydrocracking unit with 3.5 million tonnes capacity, as well as hydrogen and sulphur units.

The delayed coking unit at the Perm Refinery (OOO "LUKOIL- Permnefteorgsintez") was brought back into operation following reconstruction and replacement of the coke chambers. Technical furnaces at the Refinery are also being replaced in order to raise operating efficiency and reduce atmospheric emissions.

Work on construction of a deep refining complex at the Perm refinery was in progress in 2011, including a delayed coking unit with 2.1 million tonnes annual capacity, a diesel hydrotreatment unit, a hydrogen unit and a sour water stripping unit. Project implementation will terminate fuel oil production and increase light product yield while complying with current and planned requirements for industrial safety and protection of the environment. Launch of the complex is scheduled in 2015.

Work continued at the Ukhta Refinery (OOO "LUKOIL-UNP") in 2011 on technical reequipping of the vacuum block at the atmospheric-vacuum distillation units and modernization of the reaction block of the GDS-850 hydrodewaxing unit. The purpose of re-equipment of the vacuum block is to achieve deeper refining of crude oil by processing all fuel oil outputs. The extra vacuum capacities also make it possible to refine more oil from the Yaregskoye field as production levels there increase. Modernization of the reaction block of the hydrodewaxer will enable production of Euro-5diesel fuel.

Foreign refineries

Refinery throughputs in 2011 at LUKOIL Group's international refineries, including the Group's share of refining at the ISAB and Zeeland complexes, were 19.6 million tonnes, which is 6.3% less than in 2010. The decrease was due to stoppage of the Odessa Refinery at the end of 2010.

Light product yield (not including ISAB and Zeeland) was 67.8% (66.0% in 2010). Irretrievable losses at foreign refineries amounted to 0.7% in 2011.

Capital expenditures for modernization of the Group's foreign refineries were \$197 million in 2011 (\$160 million in 2010).

The Odessa Refinery(PАО "LUKOIL-ODESSKI NPZ") (Ukraine) was closed down in the fourth quarter of 2010 due to the unfavourable market environment in Ukraine and switching of the Odessa–Brody pipeline from reverse mode, which made pipeline oil deliveries impossible. Sea deliveries would increase costs significantly. There was no improvement of the economic situation, which could justify resumption of refining operations in 2011. Possible reopening of the Refinery in 2012 is now under consideration.

At the Burgas Refinery (LUKOIL Neftochim Bourgas AD) (Bulgaria) a project for optimization of boiler fuel loading arrangements at the Rosenets oil terminal was completed in 2011, and work on reservoir facilities was also completed. Management systems for primary refining capacities and for catalytic cracking were upgraded.

Design work as well as equipment procurement on a processing complex for heavy residues is continuing and is due for completion in 2015. The goals of the project are to increase oil conversion at the Refinery, to end production of high-sulphur heating oils, and to raise output of diesel fuels that comply with Euro-5 standards. The central part of the new complex will be a tar hydrocracker with 2.5 million tonnes capacity.

At the Ploiesti Refinery (Petrotel-LUKOIL SA) (Romania) most work was completed in 2011 on a project for launch of propylene production with sulphur content below 5 ppm, which will influence propylene prices.

A Group company's interest in the ISAB Refining Complex (Sicily, Italy) was increased from 49% to 60% in 2011. Value of the transaction was \$342 million. The Group share in refining at ISAB was 6.95 million tonnes.

The TRN Refinery (Total Raffinaderij Nederland N.V.) in the Netherlands changed its name in 2011 to the Zeeland Refinery N.V. Total 4.51 million tonnes of oil (the Group share) was refined there in 2011.

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

Production of Lubricants

Lubricant production at LUKOIL Group refineries

Nizhny Novgorod Refinery	Nizhny Novgorod	full-cycle lubricant	233,000 tonnes
Perm Refinery	Perm	production	417,000 tonnes
Volgograd Refinery	Volgograd		501,000 tonnes
TOTAL, full-cycle lubricant production			1,151,000
			tonnes
LLK Lubricants Romania S.R.L.	Ploiesti, Romania	mixing of lubricants from ready-made components	15,000 tonnes
LLK Finland Oy	Hamina, Finland		28,000 tonnes
Tyumen branch of LLK International	Bogandinsky, Tyumen Region		29,000 tonnes
LLK EURASIA	Izmir, Turkey		15,000 tonnes
TOTAL, mixing of lubricants from ready-made components	87,000 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 the geography of this business segment.

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.

Lubricant production including mixing from ready-made components at Group refineries totalled 1.238 million tonnes in 2011. Branded lubricant production was 316,000 tonnes in 2011, which is a 13% increase to 2010 figure.

The number of different oils & lubricants and other vehicle chemicals made at LUKOIL Group's Russian refineries increased from 230 to 261 in 2011 compared with 2010. Outputs include

motor and transmission oils for all types of transport, lubricants for industrial equipment, and base oils (used as inputs for production of ready-to-use oils, lubricants and additives).

The Group continued its efforts in 2011 to improve efficiency in sales of lubricants, including further development of an import substitution program. The program includes regular supplies of lubricants to the Russian coal mining company, OJSC Kuzbassrazrezugol, and LLK-International has reached a long-term agreement for 2012, by which it will remain the sole supplier to this customer. A pilot project has been launched at Taldinsky Coal Mine for use of a mobile oil-changing complex. Availability of such mobile complexes expands LUKOIL's opportunities for signing long-term contracts with leading mining companies in Russia. Lubricant deliveries to enterprises that are part of the ferrous metallurgy holding, OJSC Metalloinvest, continued in 2011 and a five-year strategic partnership and cooperation agreement has been signed with another Russian steelmaker, CherMK OJSC Severstal. A tendering competition carried out in December 2011 by CJSC Severstal Resource selected the LUKOIL Group company, LLK-International, as sole supplier to a number of Severstal Resource enterprises, and the non-ferrous metals giant, GMK Norilsk Nickel, held a competition, as a result of which LUKOIL won the right to supply 450 tonnes of lubricants, which is twice as much as the previous supply order placed by Norilsk.

LLK-NAFTAN, the joint venture of a LUKOIL Group company and the Naftan refinery (Belarus), met 46% of LUKOIL's requirements for additives used in lubricant production in 2011. The JV has increased output by more than seven times, from 3,000 to 23,000 tonnes, since its creation in 2006.

LUKOIL Group carries out sales of lubricants in more than 40 countries worldwide and its sales geography is constantly expanding. In 2011 the Company began lubricant sales in Afghanistan, Mongolia and China.

In a major breakthrough for LUKOIL's lubricant business the Company obtained its first-ever contracts in 2011 for lubricant supplies to newly-built ships, winning a tender for first-filling of 71 vessels. MAN limitations on maximum size of engines suitable for LUKOIL lubricants were lifted. Approvals were obtained from Japanese marine engine manufacturers, Daihatsu and Yanmar, and also from the biggest South Korean shipbuilder, Hyundai Heavy Industries. LUKOIL began supplying lubricants to the global shipping companies, Sovcomflot, Maersk, Happag Lloyd and ZIM. The Company's ship lubricants were available in 550 ports in more than 62 countries worldwide by the end of 2011 and the share of LLK Marine on the global market reached 2%.

The Company prioritizes 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, as well as analysis of used lubricants and recommendations for their further application.

LUKOIL Group continued scheduled work on development of new high-efficiency lubricants during 2011. A total of 38 new products were developed during the year and 48 official approvals were obtained from manufacturers of machines and equipment. As of today LUKOIL lubricants have more than 350 valid official approvals from original equipment manufacturers (OEMs). LUKOIL LUX 5W-40 synthetic is the first oil from a Russian producer to win a license from the American Petroleum Institute (API) in the highest certification category ('SN').

Launch of a new range of lubricants, LUKOIL GENESIS, on the Russian market is planned in 2012. The lubricants will meet the latest criteria of international vehicle manufacturers, including those in respect of fuel economy and environmental characteristics. New, up-do-date lubricants for heavy diesel engines, AVANGARD Professional 10W-30, will also be presented, as well as a series of synthetic products for automatic transmissions.

LUKOIL motor oils meet 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). Our 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 38 new lubricant products were brought into production in 2011 and 48 manufacturer approvals were obtained.

Gas processing

Gas-processing plants of LUKOIL Group

		Capacity		Processing in 2011
Gas-processing plant	Location	Gas processing, million cubic meters per year	Processing of liquid hydrocarbon, th. tonnes per year	Gas processing, million cubic meters	Processing of liquid hydrocarbons, th. tonnes
Lokosovsky Gas processing Plant (OOO "LUKOIL Zapadnaya Sibir")	Langepas (Western Siberia)	2,140	–	2,010	–
Permneftegazpererabotka (OOO "LUKOIL-PNGP")	Perm	560	1,000	548	670

Korobkovsky Gas processing Plant (OOO "LUKOIL-KGPZ")	Kotovo (Volgograd Region)	450	161	450	73
Usinsk Gas-processing Plant (OOO "LUKOIL-Komi")	Usinsk (Komi Republic)	504	–	191	–
Total		3,654	1,161	3,199	743

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 2011 the Group's gas-processing plants processed 3,199 million cubic meters of gas feedstock (+1.0% to 2010 level) and 743,000 tonnes of liquid hydrocarbons (-2.2% to 2010). The increase in gas processing was due to higher demand for products.

Group plants produced 2,523 million cubic meters of stripped gas, 1.518 million tonnes of liquefied gas including natural gas liquids and 194,000 tonnes of liquid hydrocarbons (stable gas naphtha, isopentane and hexane-heptane fractions, and natural gas liquids).

Expansion of capacities to 1,460 thousand tonnes for gas and to 1,700 thousand tonnes for natural gas liquids is planned for OOO "LUKOIL-Permneftegazpererabotka". The new production line will enable LUKOIL to meet its targets for utilization of associated oil gas in Perm Territory and also to raise the quality of outputs by separate processing of wet gas from OOO "LUKOIL-Permnefteorgsintez" and of associated oil gas.

Petrochemicals

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

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 produce pyrolysis and organic synthesis products, fuel fractions and polymer materials. LUKOIL 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, LUKOIL Group 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 including LUKOIL Neftokhim Burgas AD produced 1.466 million tonnes of petrochemicals in 2011, which is 41.5% more than in 2010. The increase was due to launch of production at OOO "Karpatneftekhim" in September 2010.

The price environment on the petrochemical market was unfavourable in 2011. Sales prices in Russia for polyethylene rose by 3.8%, for polypropylene fell by 9.5 %, and for benzol fell by 5.8%. Prices for the same outputs also declined in Europe, by 3.1% for polyethylene, 17.2% for polypropylene and 6.7% for benzol.

LUKOIL Group implemented various measures in 2011 for modernization of existing production and installation of new facilities as part of its strategy for development of the petrochemical sector. Capital expenditures in the sector were \$89 million in 2011, which is 17% more than in 2010.

A unit for production of polyvinyl chloride (PVC) suspension was built and brought into operation during 2011 at OOO "Karpatneftekhim". Equipment assembly began as part of the construction of PVC production unit, which should be commissioned in 2012.

Work was completed in the reporting year at OOO "Saratovorgsintez" for expansion of sodium cyanide production to a level of 18,000 tonnes per year.

A particularly large project scheduled for coming years is the creation of an industrial complex at OOO "Stavrolen" for processing of Northern Caspian gas. Inputs will come from fields under LUKOIL Group development in the Caspian region. The purpose of the project is to achieve more value-added by deeper refining of ethane and natural gas liquids. The complex will also process ethylene into polyethylene, polypropylene and other chemical products. A first production line is scheduled to open in 2015 with capacity of 2 billion cubic meters of gas and modernization of existing ethylene and polyethylene units will be completed at the same time.

Pre-project studies and preparatory work for construction of the complex were carried out in 2011. They included synchronization of schedules and stages of construction with the time-frame for development of fields in the Northern Caspian, preparation of project documentation for the gas processing unit with initial processing capacity of 2 billion cubic meters, and positive outcomes of official studies by Government. The Russian Government also approved the passport for a regional investment project, which will enable release of budget financing for construction of external infrastructure facilities, including rail links and high-tension power transmission lines.

3. Power Generation

LUKOIL Group power generating companies

		Capacity			Output in 2011
Name	Location	Installed electric generating capacity, megawatts	Installed heat capacity, Gcals/hour	Electricity, million GWh	Heat, thousand Gcals
OOO "Volgogradenergo"	Volgograd	1,153	4,862	3,423	5,874
OOO "Rostovenergo"	Rostov-on-Don	592	2,790	1,657	4,539
OOO "Kubanenergo"	Krasnodar	744	781	4,077	1,165
OOO "Astrakhanenergo"	Astrakhan	490	1,899	2,556	2,185
S.C. «LUKOIL ENERGY&GAS ROMANIA»	Ploiesti, Romania	61	452	207	710
LUKOIL Energy & Gas Bulgaria	Burgas, Bulgaria	257	1,548	180	703
LUKOIL Energy & Gas Ukraine	Odessa, Ukraine	18	50	45	18
Total		3,524	12,382	12,601	15,194

LUKOIL Group'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 2012–2021. Power Generation will be an important factor for growth of cash flow and shareholder value in the long term.

The 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, UGK TGK-8, which was acquired by LUKOIL Group in 2008, but it also includes companies producing electricity and heat at Company refineries in Bulgaria, Romania, and Ukraine. This business 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 Russian Federation.

Structure of LUKOIL's Power Generation business

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

Structural transformations

From January 1, 2011 hydroelectric stations owned by OOO "LUKOIL-Rostovenergo" and OOO "LUKOIL-Kubanenergo" were transferred to the new company, OOO "LUKOIL-Ecoenergo".

In August 2011 Dagestanenergo was sold by LUKOIL Group as part of final procedures for sale of power assets in the Republic of Dagestan.

Electricity and heat generation

Companies in LUKOIL Group's Power Generation sector generated about 12.6 billion kWh of power in 2011. Total supplies of heat were 15.2 million Gcal, including 13.8 million Gcal. Levels of production were dictated by conditions on the market for electricity and heat energy

Work continued in 2011 under the Capacity Provision Agreement, to which LUKOIL Group subscribed when it acquired assets during reorganization of RAO UES (the former Russian power sector monopoly). Combined-cycle facilities in Astrakhan Region (110-megawatt capacity) were brought into operation, and launch of a 410-megawatt combined-cycle generator is scheduled for 2012 in Krasnodar. These two facilities, with combined capacity in excess of 500 megawatts are only the first stage of LUKOIL's ongoing work for modernization of Russian energy facilities and capacity increase in energydeficient regions. Other projects in the Southern Federal District in fulfilment of the Capacity Provision Agreement are now being developed, and LUKOIL is committed to building 900 megawatts of generating capacity in total.

Liberalization of the wholesale market for electrical energy and capacity entered its concluding stage in 2010 and these markets were fully liberalized in 2011. However, government regulation continues to have significant impact on the power generating sector. Amounts of electrical and heat energy, which the Government requires to be sold at regulated tariffs remains substantial (up to 35% of outputs by some generators). In 2011 electricity and capacity was sold at regulated tariffs to households and other consumers with equivalent status.

OAO "LUKOIL" is rapidly developing its own electricity generating facilities at oil & gas fields, enabling the Group to substantially reduce electricity purchases and increase the rate of associated gas use by using it to generate electricity at gas-fired facilities. The Group has total smallgenerating capacity of 549 MW. Electricity generation at company facilities in this sector were 2,201 GWh in 2011, representing 17.3% of total consumption of electricity 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 Group's own generating facilities. Use of new technologies also enables to limit spending on its electricity needs, through improvement of energy efficiency and use of the Group's own refined products as generating fuel.

Energy-saving technologies

LUKOIL 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 the reliability of power supplies.

An energy-saving Program for LUKOIL Group organizations was approved for 2011 and for the period of2012-2013. The Program is prepared on the basis of proposals by LUKOIL Group organizations with the objective of limiting and reducing energy consumption in hydrocarbon production and refining, petroleum product marketing, petrochemicals, power generation and transportation. Energy savings of \$35 million were achieved in 2011 thanks to the Program.

In 2011 LUKOIL Group developed an energy efficiency policy, which coordinates actions in this sphere throughout the Group. The policy defines progressive solutions and indicators for equipment quality, application of which will be compulsory in planned future projects. All investment projects and programs were subjected to expert analysis to ensure their compliance with criteria of energy efficiency and use of the latest energy saving solutions.

Rational use of electricity substantially reduces Group spending on energy resources. An automated information and measurement system for industrial metering of electricity use has been installed and is operational at all Company subsidiaries. The system enables reduction of spending on electrical energy by most advantageous use of tariffs that are differentiated according to the time of day, by greater accuracy of metering, and by enabling purchase of electrical energy and capacity on the wholesale market.

During 2011 LUKOIL addressed issues connected with installation of an energy management system and certification to the ISO 50001 international standard 'Energy Management Systems – Requirements and Guidance'. Risks, viability and cost of the system were assessed, a provisional schedule and road map for implementation were prepared, and pilot projects were selected.

Renewable energy

LUKOIL specialists appreciate the huge potential of resource and energy savings, which is offered by alternative sources of energy. Priority types of alternative renewable energy include hydro, wind, solar and geothermal energy. LUKOIL is developing alternative energy in partnership with international companies, which are already engaged in this sphere. In 2011 LUKOIL rapidly developed cooperation in the field of renewables with the Italian company, ERG Renew, which has extensive experience in construction and operation of renewable energy facilities. A working group of LUKOIL Group and ERG Renew is designing a number of wind-energy projects in Bulgaria, Romania, Ukraine and Russia. First priority has been given to renewable-energy power stations in countries where the Company has strong operating presence and where there is administrative and economic support for renewable energy at government level. This particularly concerns projects for wind power stations in Bulgaria and Romania.

In Uzbekistan the Company is working on a project for construction of a solar power station with 100 megawatt capacity in association with the Uzbek Government and the Asian Development Bank.

At the end of 2011 a 1.25 megawatt photovoltaic (solar) generating facility was brought into use at a fuel-fired power station belonging to LUKOIL in Bulgaria. Estimated annual production of electricity is about 1,500 megawatt-hours. Operation of the solar power facility will substantially reduce environmental impacts.

4. Sales and Marketing

Strategy:

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

Crude oil sales

Total volume of crude oil sales by the Group in 2011, including deliveries for refining at the Company's own refineries and at third-party refineries, was 110 million tonnes. Deliveries of oil to the domestic market were more efficient than most non-CIS delivery export routes, therefore substantial volumes of oil were reallocated from less efficient export routes to Group refineries or to the domestic market. Refining at facilities inside Russian Federation remains the most efficient use of crude oil produced by LUKOIL. Crude oil deliveries to Group refineries in Russia in 2011 were 45.3 million tonnes in 2011, which is almost the same as in 2010.

Crude oil volumes of 259,000 tonnes were also purchased from third parties with delivery to the Nizhny Novgorod and Ukhta Refineries, enabling reallocation of the Group's own oil to the most profitable export routes.

The Company resumed the practice of crude oil substitution arrangements in deliveries for refining at third-party refineries. These third-party refineries were: the Ufa group of refineries, the Krasnodar, Khabarovsk, Ilsky, Mary and Antipinsky refineries, the Slavyansky Bitumen Plant and the Afipsky Refinery. Total of 1.43 million tonnes of the Company's oil were supplied via these arrangements, and an equivalent quantity of oil belonging to counter parties was delivered to the Nizhny Novgorod and Ukhta refineries. Substitution arrangements give additional economic benefits through optimization of transport costs.

Deliveries of LUKOIL Group feedstock to the Group's foreign refineries and to the ISAB and Zeeland complexes were 19.6 million tonnes in 2011, which is 6.3% less than in 2010, mainly due to operation suspension at the Odessa Refinery at the end of 2010. Deliveries of oil for refining at thirdparty refineries outside Russia totalled 0.27 million tonnes, which is many times more than in 2010 thanks to resumption of deliveries to refineries in Belarus and growth of deliveries to refineries in Kazakhstan.

Crude oil sales on the domestic market totalled 4.5 million tonnes in 2011, exceeding the figure in 2010 by 22.8%. Domestic crude sales contracts are arranged to ensure guaranteed take-up of crude oil on the domestic market using formulas that offer a premium to the export alternative.

Crude oil exports from Russia by LUKOIL subsidiaries (including oil acquired from other producers) were 34.7 million tonnes in 2011 (696.8 thousand barrels per day), which is 14.5% less than in 2010. Lower exports were the result of lower output of crude oil.

Most of the Company's exports of crude oil go via the Transneft pipeline system (deliveries via the system accounted for 84.7% of exports), but Transneft deliveries declined by 6.9% in 2011 to 29.4 million tonnes. The share of export deliveries volume by-passing the Transneft system decreased in 2011 from 22.2% to 15.2%, due to reduction of output at the Yuzhno-Khylchuyuskoye field. These deliveries were valued on the basis of actual quality of the crude oil, with a premium to the Urals price.

The Group exported 5.1 million tonnes of crude oil via its own transport terminals in 2011. Exports through the Varandey terminal accounted for 4 million tonnes, and exports through the port of Svetly – 1.1 million tonnes.

In 2011 OAO "LUKOIL" set up a joint venture for development of the R. Trebs and A. Titov oil fields, signing an agreement for acquisition by LUKOIL of a 25.1% stake in Bashneft-Polyus which owns the license for mineral resource use. An agreement on the joint venture was also signed, according to which oil from the Trebs and Titov fields will be transported via the Varandey Terminal.

Work was carried out in 2011 to optimize export routes. Deliveries of oil via the port of Novorossiysk were substantially reduced due to low efficiency (until November 2011) and excess volumes were allocated to the most efficient export routes (Belarus and Kazakhstan) and to third-party refineries in Russia.

Sales of crude oil on the international market (including exports) were 43.8 million tonnes in 2011, of which 6.2 million tonnes were sold in the CIS countries and 37.6 million tonnes on other markets. Total sales of oil on Russian and international markets in 2011 were 48.3 million tonnes, which is 6.1% less than in 2010.

Gas Sales

The gas segment is a new and rapidly developing business segment for LUKOIL Group. Expansion in gas segment is one of the Group's strategic goals, and it is aimed at commercialization of gas reserves and boosting the Company's value.

Sales of natural, associated and stripped dry gas by the Group's Russian organizations totalled 13.846 billion cubic meters in 2011, which is 2% less than in 2010. In particular, 9.780 billion cubic meters of gas were sold to Gazprom (including nearly 8.3 billion cubic meters of natural gas from the Company's Nakhodkinskoye field) and 4.066 billion cubic meters of gas were sold to other consumers (including deliveries to the Company's own gas-processing plants).

OAO "LUKOIL" reached agreement with Gazprom in the reporting year on deliveries of 8.35– 12.11 billion cubic meters of gas from fields in the Bolshekhetskaya Depression during 2012–2016 at a price equal to the minimum stipulated by the Federal Tariff Service for industrial users in the Yamal-Nenets Autonomous District minus 15%. The agreement also states that Gazprom will make every effort to accept all ofthe Group's gas output from fields in the Northern Caspian into its gas transport system after LUKOIL Group begins production in that region and will deliver equivalent amounts to LUKOIL Group organizations.

Thanks to intensive work by Company specialists, amendments have been made to the principles by which gas transportation tariffs via the Gazprom pipeline system are calculated for external producers. The amendments enable efficient transportation of gas over large distances.

Average-weighted price of gas sales in the reporting year rose by 5% in comparison with 2010 to 1,290 roubles per thousand cubic meters (1,159 roubles in sales to Gazprom and 1,703 roubles in sales to end-users). The increase was due to growth in the share of more efficient sales to end-users and of prices for end-users.

Structure of gas sales by LUKOIL, million cubic meters

Gas production and supply structure

Petroleum product marketing

LUKOIL Group retail network (number of filling stations)

	LUKOIL RETAIL
	NETWORK
	(NUMBER OF
	FILLING
	STATIONS)
USA	587
EUROPE	2,359
BALTIC	216
COUNTRIES
RUSSIA	2,336
CIS	496
TOTAL	5,994

LUKOIL sold 11.0 million tonnes of petroleum products to wholesale customers on the domestic market in 2011, representing an increase of 0.4% compared with 2010.

Export of petroleum products declined by 6.9% in 2011 to 24.0 million tonnes as deliveries of medium distillates to the domestic Russian Federation market were increased. The structure of exports remained unchanged in the reporting year: Company exports were dominated by diesel fuel, fuel oil and gasoil, which together accounted for 89% 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 (about 79% of the total). Products were carried by railway to the Vysotsk terminal, via which 9.9 million tonnes of products were dispatched in 2011 (including 0.5 million tonnes of vacuum gasoil, 2.0 million tonnes of diesel fuel and 6.4 million tonnes of fuel oil).

Exports of petroleum products were also carried out by sea transport, and by pipeline (12% and 9% of export volumes respectively).

Work continued in 2011 to raise the efficiency of petroleum product sales by improvement of logistics arrangements. Deliveries of low-density polyethylene and polypropylene were redirected from export routes to the domestic market, and from less profitable to more profitable export routes (from China to Ukraine, Azerbaijan and Kyrgyzstan). Mutual deliveries of petrochemicals were made in 2011 under agreements between LUKOIL and SIBUR Holding, which gave additional economic benefits due to optimization of delivery routes.

LUKOIL Group is rapidly developing its international petroleum product trading business, increasing both scale and international diversification. The Group's objective is to achieve maximum efficiency in resource placement, including direct sales to end-users by-passing third-party traders, deliveries of third-party's resources and efficient provision of the Company's own networks.

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.

Petroleum product retail

LUKOIL Group's retail network operated in 26 countries at the start of 2012, including Russia, CIS and European countries (Azerbaijan, Belarus, Belgium, 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 included 183 storage facilities with total reservoir capacity of 2.7 million cubic meters and 5,994 filling stations (including franchises).

Retail sales of petroleum products through owned and leased filling stations increased by 6% in the reporting year compared with 2010 to a level of 15.25 million tonnes. In 2011 average daily sales per filling station (owned and leased) rose from 8.1 (in 2010) to 8.8 tonnes.

Increase of retail sales mainly reflected a trend on the Russian market, where sales volumes were 15.4% higher than in 2010. There was a scheduled reduction in sales of Class-2 fuel in Russia during 2011 due to the Government's Technical Regulations and lack of technical capacity to produce fuel up to the standards; therefore there was a major shortage of high-quality fuel on the Russian market. Demand for LUKOIL fuels at Russian filling stations was higher than earlier predictions based on natural growth of annual consumption and seasonal demand increases. However, sales on the international market declined in 2011, mainly due to restructuring of the Company's retail network in the USA.

The Company continued optimization of its retail network in 2011 in order to reduce costs and increase efficiency. In Europe and CIS countries 78 filling stations were optimized (21 were leased, 6 were closed down, and 51 were put under dealer management). In Russia the changes affected 102 filling stations (27 were leased, 9 were closed down, 18 were sold, and 48 were put under dealer management) and 9 storage facilities (1 was leased, 4 were sold, 2 were temporarily closed, and 2 were closed permanently). At the same time, construction and acquisition of highly-efficient stations continued, and upgrading was carried out at existing stations. In Europe and the CIS 10 filling stations were built, 8 were acquired and 80 were upgraded (including installation of gas modules and rebranding actions). In Russia 34 filling stations were built and brought into operation, 35 were upgraded and 35 were acquired.

Investments for development of the retail business totalled \$339 million in 2011.

The Company continued to implement its program for development of a marketing and sales network for liquefied and compressed gas in 2011. Total Group sales of these products were 891,000 tonnes (of which 489,000 tonnes via the retail network), which is 6.5% more than in 2010.

The Company continued to develop its system for non-cash payment by customers at its filling stations in 2011, using the LICARD fuel card system. A total of 2,796 filling stations in Russia (including franchises) were capable of accepting the cards for payment at the start of 2012. There were 771 stations using the cards outside Russia. Total volume of fuel sales using LICARD was 4.3 million tonnes in 2011 with total value of \$4.9 billion, including about 3.9 million tonnes sold in Russia.

LUKOIL has been implementing a customer incentive scheme since the middle of 2010, and 2.5 million customers in Russian Federation had been brought into the scheme as of January 1, 2012. Total fuel sales using incentive cards were about 2 million tonnes in 2011.

Russia

As of January 1, 2012 LUKOIL Group's retail network in Russia consisted of 2,336 filling stations (including franchises) and 109 storage facilities with reservoir capacity of 1.12 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 2011 was 8.3 million tonnes, which is 18.3% more than in 2010. Average daily sales per filling station in Russia rose from 10.2 to 11.7 tonnes, which is 14.7% more than in 2010.

Investments in development of the Group's Russian retail business were \$216 million in 2011.

The Group carried out various actions in 2011 to lower expenses and raise efficiency of its Russian marketing network. These included the sale of 19 filling stations and 1 storage facility, lease-out of 33 filling stations, closure of 7 stations and transfer of 81 to dealer management, while 2 storage facilities suspended operations, 2 were closed and 2 were leased out. The Group built 34 new filling stations, upgraded 35 existing stations and acquired 35 stations.

The Company continued to develop production and sales of its new-generation EKTO fuel brands in 2011 in order to maximize profitability. Total sales of EKTO fuels (gasoline and diesel) in 2011 through the Company's retail network in Russia were 2.8 million tonnes, which is 5% more than in 2010. The share of EKTO products in overall retail sales of motor fuel in 2011 was about 34%.

Since the first quarter of 2011 production of high-octane gasoline (92/95) at Company's refineries has been in compliance with the Class-4 (Euro-4) requirements of the Russian Technical Regulations.

Development of retail sales of non-fuel products and services is an important part of the Group's Refining & Marketing Strategy and work in this direction was continued in 2011. Revenue from sales of non-fuel products and services through the Group's retail network amounted to \$193 million in 2011, which is 32.2% more than in 2010 (45% of this revenue was from sales of food products, 23% represented packaged goods, and 32% was from sales of accessories and services). The revenue increase reflects improvement in service quality at filling stations and optimization of the range of goods and services. 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 3,658 filling stations (including franchises) and 74 storage facilities with reservoir capacity of 1.6 million cubic meters.

Investments in development of international retail network were \$123 million in 2011.

Retail sales of petroleum products on international markets in the reporting year were 6.9 million tonnes, which is 5.0% less than in 2010. The decline was mainly due to restructuring of the retail network in the USA. Average daily sales per filling station in Europe were 6.8 tonnes compared with 6.5 tonnes in 2010. Withdrawal of inefficient stations gave an increase in sales volume per filling station comparing with 2010, despite reduction of demand in some countries.

The Group brought 18 filling stations into operation in Europe and the CIS during 2011, of which 10 were newly built and 8 were acquired, and 80 stations were upgraded.

Work continued to promote the Group's EKTO fuel brand on foreign markets in 2011 (in Lithuania, Latvia, Estonia, Ukraine, Romania, Turkey, Moldova, Bulgaria, Macedonia and Croatia). The geography of EKTO sales is expanding year by year, and will be extended to Azerbaijan and Montenegro in 2012. Total sales of EKTO fuel (diesel and gasoline) outside Russia in 2011 were 723,000 tonnes, via more than 1,200 filling stations.

A loyalty program was implemented in 2011 for customers using the LUKOIL-brand filling station network in Turkey. A total of 432 stations have joined the program and more than 400,000 loyalty cards have been issued. A loyalty program was also launched in Romania, where 30 filling stations in Bucharest have joined the pilot program.

Abroad, as well as in Russia, the 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 was \$507 million in 2011, which is 10.2% higher than in 2010. The Company plans to further increase non-fuel revenues from filling stations abroad through marketing, optimization of the product range, improvement of fast-food services at filling stations, new service additions, work with suppliers, use of best trading practices, and better standards of customer service.

Average daily sales of petroleum products per filling station, tonnes per day

5. Technology and Innovation

Innovation and the application of new technologies are among the main competitive strengths of OAO "LUKOIL". The Company's specialists both design new technologies and work to modernize existing technologies.

Total Research and Development financing increased in 2011 and accounted for more than \$140 million (comparing with more than \$120 million in 2010). Organizational transformation of LUKOIL's scientific project capacities was completed in 2011. Four regional institutes were made part of OOO "LUKOIL-Engineering", which established five branches in different regions where it has activities. The institutes, which represent the core of LUKOIL's scientific project capacity, carried out R&D work, project studies and other work with total value of \$310 million in 2011.

A LUKOIL working group was set up in 2011 to consider issues associated with participation in the Skolkovo innovation project. Work was carried out during the year on selection of scientific and technology projects, which have been recommended for implementation as part of joint work with the Skolkovo innovation center. Joint scientific research work between OAO "RITEK" (LUKOIL subsidiary) and the Skolkovo center is scheduled in 2012–2014.

The Group continued to work closely in 2011 with the Russian Corporation of Nanotechnologies (RUSNANO) on commercialization of nanotechnologies and their application in the oil & gas industry. RITEK carried out joint work with RUSNANO during the accounting year on innovative developments for extraction of difficult reserves in Bazhenov formations.

Exploration & production technologies

LUKOIL Group fully recognizes the vital role of technology in supporting competitiveness of the Exploration & Production business segment. Most R&D work in the segment in 2011 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 deposits. The Company is particularly keen to develop technologies that ensure environmental safety during field development, most notably in development of offshore fields.

A program of industrial testing enabled a technology breakthrough in 2011, which raises the forecast for viable development of new reserves in 2012–2021 by 3.6 billion barrels of oil thanks to increase of oil recovery rates at fields in Russia.

New drilling technologies

LUKOIL Group made particularly rapid advances during 2011 in drilling of horizontal wells that use multi-zonal hydrofracturing of strata. A total of 96 wells with multi-zonal hydrofracturing were brought into operation in 2011 and gave 637,000 tonnes of oil. Average daily oil flow from the wells was 56.3 tonnes. Application of this technique at the Urevskoye and Tevlinsko-Russkinskoye fields led to significant adjustment of field development plans, increasing the target recovery factor and thereby raising rates of return in these investment projects.

In another technology advance an expanded logging-while-drilling (LWD) complex was used for construction of horizontal wells on an industrial scale, enabling real-time drilling of horizontal boreholes in productive strata, thereby ensuring maximum contact with the reservoir.

Drilling of horizontal wells in the depression at wells in Western Siberia gave an increase of oil flow rates by 2–4 times compared with previously drilled wells using clay-polymer solutions, while reducing unit costs by 30%.

Successful work in drilling and invariant well completion led to significant adjustment of production drilling programs for the medium term, when the Company plans to make greater use of complex completion. This work has also had favourable impact on the economics of investment projects.

Enhanced oil recovery techniques

One key outcome of the Company's technology drive is ever greater application of methods for intensification of 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 technologies that act on oil strata has been over 20% of total oil production. The Company applies physical, chemical, hydrodynamic and heat methods to stimulate extraction.

The Group carried out 4,894 EOR operations in 2011, which is roughly equal to the number in 2010. Additional production obtained as a result of EOR techniques was 22.3 million tonnes, or 26% of total oil production by the Company in Russia. Most of the additional production volume (almost 14.5 million tonnes) was obtained using physical methods, primarily hydrofracturing.

The Group carried out 681 hydrofracturing operations at fields in 2011, achieving average additional oil flows of 10.8 tonnes per day. The effectiveness of hydrofracturing operations in 2011 was comparable with results in 2010. Maintenance of levels of additional output from hydrofracturing was achieved through improvement of project planning, selection of wells using permanently acting 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 the latest chemical technologies in 2011 (there were 1,417 operations using chemical technologies in 2011 compared with 1,351 in 2010).

Drilling of sidetracks at existing wells has also proved a highly-efficient form of EOR. The Company continued drilling of sidetracks in 2011 (241 sidetracks drilled in comparison with 224 in 2010), giving an average daily flow increase of 20.4 tonnes. Consistently high efficiency was achieved through science-based mini-projects with use of hydrodynamic modelling, as well as 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

LUKOIL 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 LUKOIL is developing the Yaregskoye and Usinskoye fields. Thermal methods are used at both fields to increase oil recovery and annual production is over 3 million tonnes.

The Permocarbon deposit at the Usinskoye field is being developed using steam-heating and cyclic-steam stimulation across extended areas. 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 composites for oil displacement). New thermal technologies are being introduced: steam-heat stimulation of rock formations in horizontal well systems; technology for perpendicular thermo-gravitational deposit draining; CSS technologies for horizontal wells, vertical wells with radial channels, and for an entire productive interval; and technologies for oil recovery by steam. Additional oil production at the deposit obtained by use of thermal methods has been in excess of 6.1 million tonnes since the start of their application.

The Company applied thermal action on strata via a horizontal-well system for the first time in 2011 (in test mode). Experimental work with perpendicular thermo-gravitational strata draining is planned for 2012.

The Yaregskoye field is being developed using a thermal mine-shaft technology (production at the field mainly uses a mining technique). Work began in test mode during 2011 to improve heat treatment applications by use of a new drilling rig which enables underground boreholes to be drilled to a length of 800 m (more than double the length of traditional underground boreholes). Use of the new drilling rig, together with use of boring combines, will substantially reduce spending on preparation for development of slanted blocks and will raise productivity.

Five pairs of production and injection wells were drilled at the Lyaelskaya area of the Yaregskoye field in 2011 with horizontal completions and borehole length up to 1,100 m. The purpose of this test work is to obtain know-how in use of horizontal boreholes for injection and production purposes. The technology is similar to Steam Assisted Gravity Drainage (SAGD), which is being applied for oil sands in Canada, and the tests have confirmed its efficiency.

Geological and hydrodynamic models

Oil & gas production subsidiaries of LUKOIL Group produced hydrocarbons at 358 fields in the Russian Federation during 2011. Geological and hydrodynamic modelling is used for monitoring of development processes, choice of technologies, and for measuring efficiency during production of reserves. Use of geological and hydrodynamic models enables optimal technological solutions to be put into effect during field development, and helps to select the most appropriate solutions for the specific geological structure and composition of available reserves. Modelling leads to improvement of oil recovery rates and reduces 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 the techniques of well completion, and of primary and secondary drilling into productive strata.

ADDITIONAL PRODUCTION FROM EOR IN RUSSIA, million tonnes

	Additional	EOR production
	production from	as a percentage
	EOR methods,	of total
	million tonnes	production, %
LUKOIL Group in
Russia	22.3	26.4
Western Siberia	14.0	28.5
Timan-Pechora	3.5	19.9
Urals	4.1	32.0
Volga	0.4	12.5
Other	0.3	15.4

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 sales of products with a large share of value-added generate additional profit for the Group.

LUKOIL is currently working on construction of new equipment and modernization of all its refineries. Re-equipment of the vacuum block on atmospheric distillation unit at the Ukhta Refinery was continued in 2011, as was modernization of the reactor block on the GDS-850 hydrodewaxer. A hydrogen fluoride alkylation unit was brought into operation in the first quarter of 2011 at the Nizhny Novgorod Refinery, scheduled production levels were achieved by the complex for catalytic cracking of vacuum gasoil, construction of which was completed at the end of 2010. At the Volgograd Refinery a new delayed coking unit with one million tonnes annual capacity was brought into operation in December 2011.

The Strategic Development Programme of the LUKOIL Group for 2012-2021 with regard to refineries includes construction of a number of facilities and units, which will result in substantial increase of light product yield and volumes of high-quality gasoline and diesel outputs. There will also be a significant reduction of negative environmental impacts.

Studies are also being carried out to find ways of improving energy efficiency and levels of safety in operations at oil refineries, gas-processing plants and petrochemical facilities.

LUKOIL is devoting much attention to the development of the latest technologies for production of lubricants and additives, and a science and technology unit focused on this issue has been set up within the Company. Its main functions are development and marketing of high-quality products, which are required for proper operation of the latest machinery, as well as development of new technologies and blends. This work is being carried out by Company specialists in collaboration with scientific centres in Russia.

Much was done in the reporting year to optimize production processes and improve the quality of lubricant outputs. Achievements included reduction of energy consumption and improvement of the quality of base oils. The Company developed 38 new lubricant types during the year. A new lubricant product line under the name LUKOIL GENESIS will be marketed in Russia during 2012, and will meet the highest standards of international vehicle producers including those for fuel economy and environmental aspects.

Information Technologies

LUKOIL Group applies latest information technologies to optimize its business processes in a variety of spheres. LUKOIL continues to develop and install automated systems for management of production and technology processes, as well as IT systems to help manage 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 industrial operations and business management. LUKOIL Group has expanded functionality of all software programs and applied them at an ever increasing number of Group organizations. Consecutive creation and development of the Integrated Management System with SAP architecture had enabled installation of 24 modules at nearly 112 Group organizations by the end of 2011.

There was further progress in adoption of the Global Integrated Management System, which will enable a single standard and proper organization of information flows between LUKOIL organizations: local rules for asset portfolios and/or projects and business processes were designed, using base documents of the new corporate management system. A process management model for the Group was designed, enabling harmonious interaction between business processes.

6. Social Responsibility

Environment Protection

A functional development program for environmental protection was prepared in 2011 as part of LUKOIL Group strategy for 2012–2021. The following strategic guidelines for achievement of environmental security were defined:

• 95% utilization of associated oil gas;
• ending discharge of effluent into natural water bodies;
• reducing greenhouse gas emissions and obtaining additional income through implementation of the mechanisms of Article 6 of the Kyoto Protocol;
• fully overcoming the aftermath of previous environmental damage;
• obtaining a ratio of waste accumulation to use/recycling of waste no higher than 1;
• payments for negative environmental impact should not exceed the standard rate of such payments by more than 15%;
• reduction of pipeline failures and purification of land that has been damaged as a result of such failures.

LUKOIL is guided in its work by the highest standards of care for the environment and industrial safety. Acknowledgement of responsibility to society for rational use of natural resources and preservation of the environment in a favourable state are among key considerations for LUKOIL in implementation of its industrial projects.

Scheduled work was carried out in 2011 at Group organizations to ensure industrial and environmental safety and for the prevention and resolution of emergency situations.

In July 2011 the Company's Management Committee approved amendments for 2011–2013 to the previously approved Environmental Safety Program of LUKOIL Group organizations for 2009–2013. The amendments took account of an updated review of environmental issues, proposals by Group organizations, and the creation within the Group of a Power Generation business sector. Financing assigned for implementation of the Program measures in 2011–2013 is about \$2 billion.

More than \$700 million were spent on environmental measures in the reporting year. A significant share of this money was used to comply with the Government requirement that utilization of associated gas must reach a level of 95% in 2012.

Environmental measures by the Company in 2011 enabled a reduction of most environmental impact indicators (including relative indicators), with the exception of atmospheric emissions. Growth of emissions was due to increased operation of small-scale generating facilities at Company production sites and resulting growth in fuel consumption, as well as increased flaring of associated gas by a number of Company organizations. The Company is now intensifying its efforts to raise levels of associated gas utilization in order to comply with Russian Government requirements for 95% of such gas to be utilized and thereby to avoid liability to above-standard environmental payments from 2012 onwards. All Group companies should be compliant with the required utilization rate by 2015.

Discharge of waste water was more than halved in 2011 thanks to actions to improve efficiency of purification equipment. Reduction of water use by 6% was mainly achieved as a result of technical and organizational measures for rational use of water by companies in the Power Generation business sector, which is the largest user of water in the Group.

The environmental and economic measures introduced by the Kyoto Protocol are an important incentive for investments to reduce greenhouse gas emissions. By the start of 2012 LUKOIL Group's portfolio of projects for reduction of greenhouse gas emissions included 14 projects for implementation in Russia, total impact of which in 2008–2012 should be equal to about 33 million tonnes of СО2 equivalent. At present four projects are closest to completion: these projects have completed all the necessary design stages, secured support from Sberbank of Russia, and been approved by decrees of the Russian Ministry for Economic Development as projects for joint implementation in accordance with Article 6 of the Kyoto Protocol. A sale of emissions quotas has already been transacted for projects developed by OAO "RITEK".

LUKOIL Group organizations pursued the goals of environmental security in 2011 through 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.

A supervisory audit of LUKOIL Group's health, safety and environment (HSE) management system was carried out in 2011. Auditors of the international certification company, Bureau Veritas, visited 21 Group organizations. Two substantial compliance failures were detected at ZAO "LUKOIL-AIK" (rectified in the course of the audit) as well as 17 minor failures requiring corrective and preventative measures.

Waste water discharge, million cubic meters

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.

A Program for health and safety, improvement of working conditions, and prevention and resolution of emergency situations at organizations in LUKOIL Group for 2011–2015 was designed and approved in the reporting year. The Program involves 67 Company organizations and spending on measures as part of the Program in 2011 was nearly \$300 million.

Accident and injury rates improved in 2011 compared with 2010. There were 19 accidents at LUKOIL Group organizations during the year compared with 43 in 2010. The number of people who suffered injuries as a result of accidents declined from 49 to 25, and there were no fatalities (compared with 2 fatalities in 2010).

However, one serious accident did occur in 2011, involving an explosion and subsequent fire at the pyrolysis gas separation and benzol production section of OOO "Stavrolen". As a result, nine employees and contractors received injuries of varying severity. Fire services attached to the Russian Ministry for Emergency Situations attended the incident and were assisted by other accident and rescue services.

Scheduled preventatives measures ensured that there were no incidents during 2011, 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 Group's special teams and equipments remain in a high state of readiness to deal with any oil or petroleum product leakages. A total of 90 drills and training sessions were held in 2011 for dealing with emergency oil and product leakages.

An international emergency training event, 'Caspian 2011', was held during September 2011 in the Caspian Sea with participation by rescue services from Kazakhstan and Azerbaijan (observers from Turkmenistan also took part for the first time). Aircraft, special sea craft and coastal detachments were active in the manoeuvres. Levels of preparedness of the participants, coordination between the various rescue services (including those from other countries), and work by the rescue coordination center and by the emergency service section of LUKOIL-Nizhnevolzhskneft were highly commended by the Russian Ministry for Emergency Situations.

Number of accidents

Number of people injured in accidents

Personnel and Social Programs

The Company's success is completely dependent on the people who work for it. LUKOIL therefore does everything within its power to create and maintain a team of professionals who are capable of achieving all the ambitious tasks, which the Company sets itself. LUKOIL's social policy is designed to help its employees to work efficiently and realize their potential in the confidence that they enjoy comprehensive social protection. The Company takes issues of staff motivation very seriously and try to ensure that each employee takes a personal interest in achievement of the best possible results by the Company.

LUKOIL aspires to a system of human resource management that matches the best global standards. During the reporting year Company experts carried out an analysis of how best-practice systems for management of resources, assets and business processes have been constructed at the world's leading energy companies. Unified models have been designed for management of core business at the Group companies, eliminating inefficient links and duplication of management functions. Optimization of organizational structures at LUKOIL companies is being implemented in accordance with the new models and constructs, and this work is scheduled for completion by the end of 2012.

The Company makes full use of social partnerships in the labour sphere, expanding cooperation with trade unions, government bodies and local communities. Since 2008 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. In 2011 the Company took part in 10 sessions of the Commission, at which 79 issues were considered.

Approaches used for improving operational and financial efficiency within LUKOIL Group include reorganization of structural sub-divisions and transfer of non-core sub-divisions from the Group to external providers. As a result the overall number of employees at LUKOIL organizations decreased by 7.5% in 2011 in comparison with 2010, maintaining the trend towards higher productivity and per-unit efficiency indicators at the Company: revenue per employee grew by 37.6% in the reporting year, and net profit rose by 24.3%.

Much attention was paid in the reporting year to development of the system of staff appraisal. Appraisals of the work of more than 1,800 staff at the Company's central office were carried out and the results were used to prepare personal development plans and in calculation of annual bonuses for 2010. A pilot project was also carried out to assess candidates for LUKOIL's executive reserve (to fill senior executive posts at the Company) in accordance with an approved model of corporate competences.

The Company fully understands the importance of a well-designed system of salaries and remuneration for supporting motivation among its employees and ensuring their commitment to growth of the Company's shareholder value. Wage levels in the industry are constantly monitored, which enables timely decisions on adjustment of wages in order to make them competitive and to encourage highly qualified specialists to seek employment at the Company. As a result Company payroll has expanded by 5% in the last five year despite a substantial reduction in employee numbers (by more than 20%).

In addition to material incentives, LUKOIL Group provides encouragement to personnel through marks of merit for outstanding achievements at work. Special events were held at all Group companies in 2011 at which workers and groups of workers received national awards, sectoral marks of distinction and LUKOIL awards. There were 38 winners of national awards among LUKOIL employees in 2011, while sectoral distinctions were earned by 754 workers and the Company's own awards were conferred on 2,017 employees and 20 groups of employees. 30 LUKOIL Group employees were winners of prizes awarded by the Russian Union of Oil & Gas Workers in 2011.

An efficient system of social guarantees helps to attract highly-qualified specialists to the Company, reduce employee turnover rates and strengthen corporate spirit, and is therefore of fundamental importance for LUKOIL operations. The Company offers a broad range of programs and opportunities to its employees as part of the social package. These 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 2011 more than 38,000 employees of LUKOIL Group organizations in Russia had entered the shared funding system, and the sum of their contributions during the year was over \$12.5 million. The Company's total contributions under non-state pension provision programs in Russia and abroad for the reporting period were \$37 million.

Total spending by LUKOIL Group companies in 2011 for implementation of social programs for employees, their families and pensioners was \$286 million, and spending on infrastructure for provision of social services totalled \$83 million.

LUKOIL 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 the LUKOIL Group companies, and their functions include support to young specialists in adjustment to new working conditions, support for getting and improvement of skills by young employees, and work to encourage commitment to corporate values and corporate culture. The Company held a sixth competition in 2011 to find the Best Young Specialist of the Year, as a result of which the title was awarded to 68 of the Company's young specialists. LUKOIL personnel also took an active part in the TEK-2010 annual competition to find the best R&D project by a young engineer to address technical challenges in the fuel & energy industry: 27 employees of LUKOIL Group companies were prize winners in the competition.

Further trainings were organized and held as part of the Young Specialist's School in 2011. Such trainings are an integral part of the system for enhancing the knowledge and skills of new recruits to the Company, reducing the amount of time needed for their adaptation to the corporate environment and raising their professional efficiency.

The tradition to share work experience at the Company for students of leading Russian higher education was continued (66 students benefited from a period of work experience at the Company in 2011). Work also continued on joint schemes with specialized oil & gas institutes around the country, including the 'Step into the Future' program for selection of best students.

The second Forum for young workers of LUKOIL Group companies was held in Western Siberia during the reporting year and was dedicated to the 20th anniversary of the Group. A tele-bridge enabled young specialists from Timan-Pechora, Moscow, Perm, Nizhny Novgorod, Western Siberia, as well as regions of Southern and Eastern Europe to participate in the Forum.

The Company's work with personnel is focused on skill levels. The Group has a system of continuous training, which is designed to ensure that LUKOIL personnel acquire the knowledge and skills, which they require in their jobs. The Company uses the whole spectrum of modern training aids: workshops, seminars away from the work place, special training programs, work placements abroad, trainings, courses for improvement of qualifications, professional training days, distance learning, MBA programs, etc.

The Corporate Study Centre which was opened in 2011 in the city of Astrakhan trains workers for operations on offshore oil & gas platforms and at river and sea terminals, as well as teaching employees how to deal with emergency situations and ensuring that they are familiar with industrial and fire safety drills. An agreement has also been signed with the Makarov State Maritime Academy for training, retraining and raising the qualifications of workers in offshore projects.

Another group of 15 LUKOIL employees undertook an internship in ConocoPhillips in 2011.

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. Therefore, together with its traditional charity actions, the Company makes increasing use of strategic support programs and social investments, which combine solutions to social problems with the 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 \$99 million in 2011.

Company policy in this field has two principal components:

• social investments
• sponsorship and traditional charity programs

Social investment programs

• Support for children's homes and schools

Helping children is a Company priority, and underlies all of the social programs: charitable programs, sponsorship, sports development programs for children and young people, and cultural programs. Social investments in human capital are particularly valuable in today's environment and LUKOIL 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 peers, 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 70 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.

Every year the LUKOIL Charity Fund organizes summer vacations by the Black Sea for children from sponsored children's homes in Kirov, Kstovo, Ishim, Nizhny Novgorod, Leningrad Region, Perm Territory, Astrakhan and Volgograd Regions, 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 45 young people in 2011.

Since 2008 Charity Fund "LUKOIL" and LUKOIL Group organizations 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. The project is motivated by a severe deficit of technical specialists, needed for a new large-scale project, which LUKOIL is implementing in the region. The young people from children's homes and disadvantaged families have been given the opportunity to train at technical and higher-education colleges for a career with LUKOIL: 20 such students have already been placed at Astrakhan Polytechnic College and the Volga-Caspian Fishery and Industry Complex. The 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 College, where students also include children who were formerly at LUKOIL care homes, thus the Company participates in their social adaptation. The students regularly visit LUKOIL's Nizhny Novgorod Refinery to learn about its operations and to acquire practical knowledge and skills.

In 2011 the LUKOIL Charity Fund and the Nizhny Novgorod Museum of Art joined forces to implement a successful art and education project under the title, 'New talents discovered', which was designed to help gifted young people of between 13 and 16 years of age at children's homes to make the best of their talents. The teenagers mastered basic skills in drawing, painting and composition, and were taught the fundamentals of fine art and the history of art. The climax of the project for its participants was a culminating exhibition of children's drawing held at the Nizhny Novgorod Museum of Art in October 2011 and attended by the President of OAO "LUKOIL", Vagit Alekperov, and the Governor of Nizhny Novgorod Region, Valery Shantsev. The best and most impressive of the children's drawings were used to create the new corporate calendar of OOO "LUKOIL-Volganefteprodukt".

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 little blind child' and is part of a larger program, 'Illustrated Books for Blind Children'. In 2011 publications were supplied to specialized children's institutions in Kazan 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 Company's activity. The Company provides support to a number of higher education institutes, which prepare specialists for a career in oil & gas, including the Gubkin Russian State Oil & Gas University, Perm National Research Polytechnic University, Ukhta State Technical University, Tyumen State Oil & Gas University, Ufa State Oil and Technical University, Volgograd State University, Volgograd State Technical University, Astrakhan State Technical University, the Mendeleyev Chemical Technologies Institute, and the Plekhanov Mining Institute in Saint Petersburg.

As well as providing assistance to institutes with oil & gas specializations, the Company also supports the Higher School of Economics (National Research University), the Financial University (attached to the Russian Federal Government), the Volzhsky branch of the Moscow Energy Institute, Rostov State Railway University, Moscow State Social Humanitarian Institute, as well as secondary education institutions, including the Kstovo State Technical College, Budennovsk Regional Polytechnic College, Stavropol College of Geological Exploration, and Moscow School Gymnasium № 45.

Several oil & gas institutes in the CIS countries also benefit from Company support, including the State Oil Academy of Azerbaijan.

Grant programs

Since 2000 the Company has paid grants to particularly talented students at oil industry and technical institutes in Russia. In 2011 monthly corporate grants of 2,500 and 3,000 roubles were paid to about 200 students in various Russian cities. Total grant payments in the period from 2007 to 2011 were nearly \$700 thousand, of which more than \$170,000 were paid in 2011.

Teaching staff: the key to survival of scientific potential

About 90 talented young teachers at leading Russian oil & gas institutes receive grants as part of LUKOIL's program for support to young teachers. Total grant payments in the period from 2007 to 2011 were in excess of \$1.2 million, including \$250,000 in 2011.

Provision of teaching resources

Assistance to higher education institutes for improvement of their equipment and resource base is of crucial importance, ensuring that high standards of education are achieved. The Company helps oil & gas institutes in Russia to acquire scientific equipment for their laboratories. Substantial sums were allocated in 2008–2011 for new equipment and repairs to buildings at Tyumen State Oil & Gas University, Ukhta State Technical University, Ufa State Oil and Technical University, Perm State Technical University and the Gubkin State Oil & Gas University.

• Support for medical institutions

LUKOIL provides assistance to a number of major specialized medical research centers: the Center for Haematology Research (part of the Russian Academy of Medical Science), the Russian Cardiovascular Scientific and Production Complex, and the A.V. Vishnevsky Institute of Surgery.

The Company also supports development of the system of medical services in regions where it has operations. In 2008–2011 the Company helped to purchase expensive equipment for the Limanskaya Central District Hospital in Astrakhan Region, the Astrakhan Children's Clinical Hospital №1, Bolshemurashkinskaya Central District Hospital in Nizhny Novgorod Region, Natal Clinic № 4 in Moscow and the Kstovo Central District Hospital.

• Social project competitions

Social project competitions, which are held annually by LUKOIL subsidiaries in association with the LUKOIL Charity Fund, offer a particularly efficient way of implementing programs of social importance. Holding of the competitions in regions of Company presence has become an integral part of LUKOIL's system of corporate responsibility. Success of the social project competitions has proved that distribution of charity funds on a competitive basis is one of the most effective means of social investment. The system is founded on competitiveness, transparency and openness, and the intention is to support the projects and initiatives of local communities to solve the most pressing problems which their regions face, while at the same time maximizing the impact of charity assistance provided by LUKOIL. In this respect the main task of social project competitions is to encourage more people to be socially active and to learn the necessary skills to solve their own problems and the problems of their community.

Social project competitions have been held in regions of LUKOIL presence since 2002, when the first competition was organized in Perm Territory. Geography of the events has greatly expanded in recent years: they are now held in 10 of Russia's administrative regions.

A total of \$2.5 million were set aside by the Company for social project competitions in 2011, which is almost double the amount spent five years ago.

The social project competitions have several nominations, which are the same in every region where they are held: "ecology", "charity", "culture and art", "physical exercise, sport and tourism" and "Where I live". But other nominations may be added to suit the specific needs of a particular territory, or to serve Government priorities in the social sphere. For example, a "family-values" nomination was added in 2008, which had been officially declared "Year of the Family" by the Russian Government and, similarly, a special nomination was created in 2009, which was the 'Year of Youth' in Russia. Celebration of the 65th anniversary of victory in the Great Patriotic War justified a nomination to support projects on the theme of that commemoration and in 2011 a special nomination dedicated to LUKOIL's 20th anniversary was added.

Social project competitions have proved their worth in recent years 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 provided by LUKOIL.

Sponsorship and charity programs

• Preserving cultural and historical heritage

Support for museums and the arts

Supporting culture is a traditional sphere of sponsorship and charity for Russian companies. Partnership with cultural institutions involves sponsorship (financing of productions, concerts, exhibitions, etc.), but also has a pure charity element. The Company's priority is to support classical art in all its varieties.

LUKOIL provides support to a number of leading museums in Russia, including the State Tretyakov Gallery, the Museums of the Moscow Kremlin, the Pushkin Museum of Fine Art, the Russian Museum, and the V.M. and A.M. Vasnetsov Art Museum in the town of Vyatka.

In 2011 the Copmany was among partners of the Tretyakov Gallery exhibition, 'What is Truth? The 180th Anniversary of the Birth of Nikolai Ge'.

A touring exhibition, 'The Kremlin from the Moscow Principality to the last Coronation' was organized in 2011 in Kazan as part of the joint culture and education project with the Museums of the Moscow Kremlin, which began in 2004. Continuing the tradition of previous years, lecture-and-visit activities as well as a children's drawing competition were provided by staff of the Museums for young people at children's homes in Tatarstan. Similar touring exhibitions have already been held in Perm, Nizhny Novgorod and Volgograd in the years since the project began.

The Company also supported the exhibition 'Poiret, King of Fashion', which was held at the Museums of the Moscow Kremlin in 2011.

Funding was provided to the Pushkin Museum of Fine Arts for creation of a multimedia site devoted to the Museum's collection of antiquities and for publication of the album, 'Masterpieces of the Antiquities Collection at the Pushkin Museum of Fine Arts'.

The Russian Museum received assistance for organization of an exhibition devoted to the 150th anniversary of Konstantin Korovin.

The V.M. and A.M. Vasnetsov Regional Museum of Fine Art received support from LUKOIL for acquisition and installation of computer and multimedia equipment, as well as multimedia software to create а museum internet class for children and teenagers.

The Company has a long-running association with the Tchaikovsky Symphony Orchestra, conducted by Vladimir Fedoseyev. Concerts were organized in Brussels, Geneva, Zagreb, Nizhny Novgorod and Kstovo in 2011 as part of celebrations of LUKOIL's 20th anniversary.

The Company has provided support over many years to the Perm State Theatre of Opera and Ballet, the Kaliningrad Regional Philharmonia (and its program, 'Bring the family to the concert hall'), as well as the Urals Academic Philharmonic Orchestra.

LUKOIL is the official partner of the Spasskaya Bashnya festival of military bands, which is held annually on Red Square in Moscow.

Other events supported by the Company in 2011 included the 'Great Caucasus' festival of art from the Caucasus (held in Perm Territory), the 2nd 'Golden Harp' international musical charity project, the 'Crescendo' music festival, and the 2nd M. Magomaev Vocalists Competition, as well as activities by the Russian Synod Choir. In Astrakhan the Company gave its support to a concert by the pianist Denis Matsuev, who was given an enthusiastic welcome by the local audience.

Support for religious confessions

Participation of the Company and its subsidiaries in the revival of Russia's religious traditions and spiritual culture is an integral part of LUKOIL's charity activity. The Company is particularly keen to support those religious institutions, which are most active in the service of society.

The Company supports the program for reconstruction and restoration of the Optyna Pustyn monastery, and has provided funds to help equip auditoria at the Cyril and Methodius Graduate and Doctoral Centre, as well as for the Church of the Resurrection at Kadashy.

Company subsidiaries also play an active part in the revival and development of centres of church and spiritual life in Russia and abroad.

Program for revival of traditional arts and crafts

OOO "LUKOIL-Perm" has carried out a number of programs in recent years to support traditional crafts in the region around Perm in the northern Urals (the Kama river region).

Perm Territory is now almost unique in Russia for the amount and the variety of traditional handicrafts, which are practised there and which have their roots in past centuries.

The best examples of this work are displayed annually at an interregional exhibition-fair of traditional crafts and applied-decorative art under the general sponsorship of OOO "LUKOIL-PERM".

The Govorlivskoye Gulbische festival, which was held in 2011 using a social competition grant from LUKOIL-PERM gave a new impulse to the development of traditional handicrafts and revival of ethnic culture. The grant money was used to set up an experimental craft centre where young people are taught the skills of processing sylvinite, a natural material that is found in Perm Region. Funds provided to the winner of another social projects competition have been used to create a unique museum, the Tatar Hut, which has become a major attraction for visitors and tourists. Master classes are held at the museum, where people can learn how to make traditional items, and a unique collection of ancient embroidered cloths has been put on display.

Organizational and financial assistance is also provided to a regional honey festival, the 'Selenite Casket' children's festival of traditional handicrafts, as well as to the 'Yelovskaya Rybka' fishing and sport festival and the 'Khlebny Spas' harvest festival.

• Targeted assistance

Help for war veterans, the disabled, and disadvantaged groups

Oil workers and other veterans of the Great Patriotic War, as well as veterans of the labour front, have a special place in LUKOIL's social programs. Every year they 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.

LUKOIL 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.

• Working with peoples of the Russian Far North

Operations by OAO "LUKOIL" 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 survival. Resulting changes in the traditional way of life of these peoples can give rise to social and economic problems. LUKOIL'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.

The Company develops and implements special programs for work with the owners of kinship lands. In Khanty-Mansiysk Autonomous District (Yugra) OOO "LUKOIL-Zapadnaya Sibir" makes agreements for socio-economic development of districts and locations inhabited by small indigenous people in order to preserve and develop the traditional way of life of the Khanti, Mansi, Nenets and Selkup peoples. Issues in the relationship between the Company and indigenous peoples are resolved at meetings between LUKOIL managers and representatives of the Assembly of small indigenous peoples of the North, heads of administrative districts, and the local inhabitants themselves. LUKOIL works actively with the social organizations 'Save Yugra' and 'Yamal for our Children'. In Yugra The Company has industrial activities at 34 traditional resource areas, on which 164 families depend for their livelihood. The Company provides material assistance to each family in the form of petrol, construction materials, boats and boat engines, as well as snowmobiles. Financing is made available for construction and repairs to villages, and apartments are provided for local people in nearby towns.

Members of the young generation of indigenous peoples also benefit from the Company's attention. LUKOIL has begun work on the Kar Tokhi children's camp for local ethnic groups, where children can learn the basics of hunting, reindeer herding and fishing, train in traditional handicrafts and learn how to handle a snowmobile.

The Company view preservation of the lifestyle, language and culture of indigenous peoples as an important goal. They therefore work with local administrations, helping to finance the construction of educational facilities, maintenance of places of worship, and holding of national festivals.

The Company is also carrying out social and charity projects in the Nenets Autonomous District for the purpose of improving the living standards of the indigenous Nenets and Komi peoples. An agreement between the Administration of Nenets Autonomous District and OAO "LUKOIL" ensures that local people are in regular receipt of social assistance. In 2011 such assistance included support to seven groups of families and also to the Yasavey Association of the Nenets People.

Since 2008 OOO "LUKOIL-Komi" together with the Administration of Nenets Autonomous District and the Yasavey non-government organization have been implementing the 'Red Tent' project, which provides health checks for the indigenous population and subsequent courses of treatment, when necessary, at the hospital in Naryan-Mar. There is particular need for dental services, so the medical team includes a mobile stomatology unit. Red Tent also provides training in first aid and use of minidrugstores.

• Blood donation actions

OAO "LUKOIL" holds voluntary blood donation actions for employees at the Company's central office and also at subsidiaries in Perm Territory and Astrakhan Region.

Such actions were first held in 2010 when 380 employees at the central office and a number of subsidiaries took part, collecting about 170 liters of blood.

In 2011 a blood donation event at the central office, held to coincide with Blood Donor's Day, collected about 160 liters of blood.

The Company views blood donation as a valuable form of corporate voluntary action, which both helps society and helps to strengthen corporate culture by bringing members of staff together and forging links between them. Such events are also a way of developing a sense of corporate responsibility, which is something that the Company views as highly important.

• Sport projects

Support for Russian sport has been a key aspect of LUKOIL's social policy over many years. The Company's key priorities at the present time in the sphere of sport and fitness are:

• encouraging health and fitness among Company employees and their families, developing mass sport
• supporting professional sports teams in Russia, national sporting federations and the Russian Olympic movement
• helping to develop children's sport in Russia

The health and fitness of Company employees is of much concern tothe Company , which therefore organizes competitions in various summer and winter sports in all regions of Russia where it has operations.

The international "Spartakiada" sports competitions organized by LUKOIL are of particularly importance for developing and achieving broad involvement in physical culture and sport.

The 5th Spartakiada, dedicated to the 20th anniversary of the Company's creation, was held in summer 2011 in Perm, and included competitions in mini-football, volleyball, shooting, weight-lifting, arm-wrestling, track and field athletics, swimming, chess, tug-of-war, and table tennis. The home team from Perm won the competition for the 5th consecutive year.

OAO "LUKOIL" provides support to a number of leading Russian sports teams to encourage the development of professional sport in Russia. Professional teams that benefit from Company sponsorship include the Moscow Spartak football club, the Caspian Dawn handball club in Astrakhan, the Volgograd Spartak water polo club, the Moscow Dinamo hockey club, and the Torpedo hockey club in Nizhny Novgorod. The Company is the official partner of the VTB League, which brings together the strongest basketball teams of Eastern Europe.

For many years the Company has been the general sponsor of the national ski-racing team and partner of the Russian Ski-Racing Federation. 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 in Russian national teams practising Olympic sports.

In addition to its support for sports teams, LUKOIL 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 at both circuit and rally competitions in prestigious Russian and international racing series. The Company does more than providing support to a single team: in 2011 LUKOIL became the official fuel supplier for the Silk Road rally, which is now the part of the world-famous Dakar rally series.

LUKOIL also plays a major role in development of sport among children and young people. The Company has provided support since 2001 for one of the biggest children's sport organizations in Russia, the Children's Football League. About 3,000 teams and more than 5,000 young football players from all parts of Russia take part in League competitions each year. Since 2002 the Children's Football League has held an annual tournament under the title of the 'LUKOIL International Children's League of Champions'. Tournament matches in 2011 were dedicated to the 20th anniversary of LUKOIL: qualifying rounds were held in seven cities in Russia and three foreign cities, with a final in Moscow and a superfinal in the Turkish city of Alania.

In 2011, as part of its 20th anniversary celebrations, the Company organized competitions in football, skiing, artistic gymnastics, paintball, bowling, volleyball and handball for children, students and Company employees in Kaliningrad, Astrakhan, Volgograd, Rostov, Moscow, Tyumen, and Krasnodar regions. The competitions were also dedicated to people who have made major contributions to past development of the Russian oil industry: N.K. Baibakov, S.A. Povkh, V.Yu. Filanovsky-Zenikov, V.G. Schmidt, Yu.S. Korchagin and V.P. Sukharev. With the slogan 'Win with us!', these competitions were a logical continuation of sports actions by the Company in previous years: 'Live with sport!', 'Believe in yourself!' and the LUKOIL President's Cup.

LUKOIL museums

LUKOIL's network of corporate museums was created in 2005 and now consists of more than 20 museums at Group organizations in various regions of Russia, as well as in Ukraine, Bulgaria and Romania.

More than 20 touring exhibitions were held in 2011 including 'LUKOIL's Offshore Projects', '140 years since the birth of I.M. Gubkin', 'Petroleum Products Business', 'Power Generation', 'Social Project Competitions' and 'LUKOIL for Children'. The exhibitions were displayed at the Company's central office and at other venues, including the Russian Federation Ministry of Energy, the Russian Federation Ministry of Natural Resources and Ecology, the State Maritime Academy, and the Crocus Expo international exhibition center.

An exhibition dedicated to the Company's 20th anniversary was displayed at the Kremlin Palace, the Pillar Hall at the House of the Unions, and also in Switzerland, Belgium, Holland and Qatar.

The LUKOIL Museum also played an important role in the organization of an exhibition in 2011 to mark the 100th anniversary of the birth of the N.K. Baibakov, held at the Central Museum of the Modern History of Russia, as well as contributing to themed sections at the exhibitions 'The Space Age' and 'P.A Stolypin. A Life for his Country'.

The Company Museum also provided assistance in the making of a film about I.M. Gubkin and re-edition of D. Ergin book, The Prize.

The LUKOIL Museum holds regular sessions with students of the Gubkin Oil & Gas State 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 2011 in physical and monetary units

Thermal energy	11,330.9	Gcal	14,009,849	RUB
Electricity	17,141.54	Th. kWh	69,940,877	RUB
Water	268,110	m3	2,602,650	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" (to 06.2011)*

Director of the Russian Institute of Directors

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

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

of OAO "LUKOIL" (to 06.2011)

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).

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 from 2008 to 2009 and from 2010 to 06.2011.

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" (to 06.2011) *

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

"LUKOIL" (to 06.2011)

Born: 1958

Graduated from University of Southern California in 1981, BS 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 from 2007 to 06.2011.

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). Candidate of Economics (PhD).

Elected to the LUKOIL Board of Directors since 2009.

Igor Sergeevich Ivanov

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

President of the Russian International Affairs Council (RIAC)

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

"LUKOIL"

Born: 1945

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

Graduated from the Maurice Thorez Moscow State Institute of Foreign Languages in 1969. Associate member of the Russian Academy of Sciences. 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 Foreign Affairs of the Russian Federation. 2004 – 2007: Secretary of the Security Council of the Russian Federation. Since 2005: Professor of Moscow State Institute of International Relations (MGIMO University) under the Russian Foreign Ministry.

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.

Richard Matzke

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

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

"LUKOIL"

Born: 1937

Graduated from Iowa State University in 1959, Pennsylvania State University in 1961, and St. Mary's College of California in 1977. MS in Geology, Master of Business Administration. 1989– 1999: President of Chevron Overseas Petroleum, member of the Board of Directors of Chevron Corporation. 2000–2002: Vice-Chairman of Chevron, Chevron-Texaco Corporation. 2006: Recipient of a public non-governmental medal "For the Development of the Oil and Gas Complex of Russia" and the "Director of the Year 2006" National Award, Russia, in the "Independent Director of the Year" nomination category, inspired by the Independent Directors

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

Association (IDA) and PricewaterhouseCoopers. Since 2010: Board member of Eurasia Drilling Company.

Elected to the LUKOIL Board of Directors from 2002 to 2010 and since 06.2011.

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 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. 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 from 2002 to 2004 and since 06.2010.

Guglielmo Antonio Claudio Moscato

Independent member of the Board of Directors of OAO "LUKOIL"* Chairman and CEO of Gas Mediterrraneo & Petrolio Member of the Strategy and Investment Committee of the Board of Directors of OAO

"LUKOIL"

Member of the HR and Compensation Committee of the Board of Directors of OAO "LUKOIL"

Born: 1936

Graduated from Polytechnic University of Milan (Politecnico di Milano) (Italy), 1961. Former Chairman of the Board of Directors of Eni SpA and former Chairman and Chief Executive Officer of AGIP SpA (as well former Chairman of Eni Enrico Mattei Foundation and Chairman of Eni Corporate University). At present: Chairman and CEO of Gas Mediterrraneo & Petrolio.

Elected to the LUKOIL Board of Directors since 2011.

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 National Research University – Higher School of Economics, Chairman of the Department for Theory and Practice of Interaction between Business and Government Chairman of the Human Resources and Compensation Committee of OAO "LUKOIL"

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', 3rd

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

and 4th Degree, the Order of Honour, a Certificate of Gratitude from the Russian Federation President, the P.A. Stolypin medal of the 2nd 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 RF Presidential Commission for Federal Pool of High Potential Managers; Member of the Council on Competitiveness and Entrepreneurship under the Chairman of the Government of the Russian Federation, Member of the Government Commissions: on Administrative Reform; Lawmaking; High Technology and Innovation; Transport and Communications; Small and Medium-Sized Businesses.

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, 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. 1993 – January 2012: Vice-President, Head of the Main Division for General Affairs, Corporate Security and Communications. Since February 2012: Vice-President for General Affairs, Corporate Security and Communications of OAO "LUKOIL"

Vadim Nikolaevich Vorobyov

Member of the Management Committee of OAO "LUKOIL"

Vice-President for 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. 2009 – January 2012:: Vice-President, Head of the Main Division of Coordination of Petroleum Product Marketing and Distribution. Since February 2012: Vice-President for 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, and a Certificate of Gratitude from the Russian Federation President. RF Government Prize winner in Science and Engineering. 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".

Sergei Nikolaevich Malyukov

Member of the Management Committee of OAO "LUKOIL"

Vice-President for Control and Internal Audit of OAO "LUKOIL"

Born: 1954

Graduated from the F.E. Dzerzhinsky Military Engineering Academy in 1977 and Higher School of Economics in 1997. Candidate of Philosophical Sciences (PhD). Recipient of five medals. 1972–1995: service in the armed forces. 1995–2010: head of section, head of division, head of department of the Main Division of Strategic Development and Investment Analysis of OAO "LUKOIL"; 2010 – January 2012: – Head of the Main Division of Control, Internal Audit and Risk Management. Since February 2012: – Vice-President for Control and Internal Audit of OAO "LUKOIL".

Ivan Alexeevich Maslyaev

Member of the Management Committee of OAO "LUKOIL"

Vice-President, General Counsel 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", 2000 - January 2012: Head of the Main Division of Legal Support. Since February 2012: Vice-President, General Counsel of OAO "LUKOIL"

Alexander Kuzmich Matytsyn

Member of the Management Committee of OAO "LUKOIL"

Vice-President of Finance of OAO "LUKOIL"

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. 1997 – January 2012:: Vice-President – Head of the Main Division of Treasury and Corporate Finance. Since February 2012: Vice-President of Finance of OAO "LUKOIL".

Anatoly Alexeevich Moskalenko

Member of the Management Committee of OAO "LUKOIL"

Vice-President for Human Resources Management and Corporate Structure Development

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". 2003 – January 2012: Head of the Main Division of Human Resources. Since February 2012: Vice-President, Human Resources Management and Corporate Structure Development of OAO "LUKOIL".

Vladimir Vitalievich Mulyak

Member of the Management Committee of OAO "LUKOIL"

Vice-President for Technologies, and Oil and Gas Field Development of OAO "LUKOIL"

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. RF Government Prize winner in Science and Engineering. 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. 2007 – January 2012: Vice-President – Head of the Main Division of Oil and Gas Production and Infrastructure. Since February 2012: Vice-President for Technologies, and Oil and Gas Field Development 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 two orders 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 for Sales and Supplies of OAO "LUKOIL"

Born: 1974

Graduated from Tyumen State University in 1996. Recipient of a Medal of the Order "For Merits before the Fatherland", 2nd Degree. 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". 2007 – January 2012: Vice-President, Head of the Main Division of Sales and Supplies. Since February 2012: Vice-President for Sales and Supplies of OAO "LUKOIL"

Gennady Stanislavovich Fedotov

Member of the Management Committee of OAO "LUKOIL"

Vice-President for Economics and Planning of OAO "LUKOIL"

Born 1970

Graduated from Moscow Institute of Physics and Technology in 1993. Recipient of a Medal of the Order "For Merits before the Fatherland", 2nd Degree. 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". 2007 – January 2012: Vice-President, Head of the Main Division of Economics and Planning. Since February 2012: Vice-President for Economics and Planning of OAO "LUKOIL"

Leonid Arnoldovich Fedun

Member of the Management Committee of OAO "LUKOIL"

Vice-President for Strategic Development of OAO "LUKOIL"

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. 1994 – January 2012: Vice-President, Head of the Main Division of Strategic Development and Investment Analysis. Since February 2012: Vice-President for Strategic Development of OAO "LUKOIL".

Evgeny Leonidovich Khavkin

Member of the Management Committee of OAO "LUKOIL"

Vice-President, Chief of Staff 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". 2003 – January 2012: Secretary of the Board of Directors, Head of the Office of the Board of Directors of OAO "LUKOIL". Since February 2012: Vice-President, Chief of Staff of OAO "LUKOIL".

Lyubov Nikolaevna Khoba

Member of the Management Committee of OAO "LUKOIL"

Vice-President, Chief Accountant of OAO "LUKOIL"

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". 2004 – January 2012: Chief Accountant of OAO "LUKOIL". Since February 2012: Vice-President, 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 23 June 2011 the Committee consists of Igor Ivanov (Chairman), Ravil Maganov, Richard Matzke, Mark Mobius and Guglielmo Moscato.

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 23 June 2011 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 23 June 2011 the Committee consists of Alexander Shokhin (Chairman), Sergei Mikhailov and Guglielmo Moscato.

Shares of members of the Board of Directors and Management Committee in the Company's Charter Capital as at 31 December 2011

Members of the Board of Directors and Management Committee	Share in charter capital, %*
Board of Directors
V.Yu. Alekperov	1.88
V.V. Blazheev	-
V.I. Grayfer	0.007
H.O. Gref	-
I.S. Ivanov	-
R. Matzke	-
R.U. Maganov	0.37
S.A. Mikhailov	0,06
M. Mobius	-
G. Moscato	-
A.N. Shokhin	-
Management Committee
V.Yu. Alekperov	1.88

A.A. Barkov	0.07
V.N. Vorobyov	0.006
S.P. Kukura	0.39
R.U. Maganov	0.37
S.N. Malyukov	0.001
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	0.002
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 2011

Full Name of the Board	Type of transaction	Number of	Date of
/Management		shares	transaction
Committee member
S.A. Mikhailov	purchase	34,537	30.05.2011
S.A. Mikhailov	purchase	17,114	08.06.2011
S.A. Mikhailov	purchase	32,253	16.06.2011
S.A. Mikhailov	purchase	5,400	22.09.2011
S.A. Mikhailov	purchase	5,779	23.09. 2011
S.A. Mikhailov	purchase	6 500	28.09. 2011
S.A. Mikhailov	purchase	6,230	03.10. 2011
S.A. Mikhailov	purchase	6,330	04.10. 2011
S.A. Mikhailov	purchase	6,450	05.10. 2011
S.A. Mikhailov	purchase	5,548	19.10. 2011
S.A. Mikhailov	purchase	6,289	13.12. 2011
S.A. Mikhailov	purchase	6,211	14.12. 2011
S.A. Mikhailov	purchase	3,100	15.12. 2011
S.A. Mikhailov.	purchase	15,600	31.12. 2011
G.S. Fedotov	purchase	5,000	15.07.2011
V.Yu. Alekperov	purchase	30,000	12.10.2011

Information on funds paid to Board and Management Committee members in 2011

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 23 June 2011 passed a decision to pay members of the Board of Directors of OAO "LUKOIL" elected in 2010 remuneration in the amounts established by the decision of the Annual General Shareholders Meeting of 26 June 2008 (Minutes No.1), with due regard to the additional remuneration in the amount established by decision of the Annual General Shareholders Meeting of 24 June 2010 (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), and also for their participation in conferences and other events on written instructions from the Chairman of the Board of Directors, in the amount established by decision of the Annual General Shareholders Meeting of OAO "LUKOIL" of 24 June 2010 (Minutes No. 1). The specific amount of remuneration due for payment was determined as at the date of the Annual General Shareholders Meeting of OAO "LUKOIL" on 23 June 2011, in accordance with the actual participation of members of the Board of Directors at meetings and conferences (other events).

Members of the Board of Directors were also reimbursed for expenses in relation to their performance of the functions of members of the Board of Directors, the types of which were established by decision of the Annual General Shareholders Meeting of OAO "LUKOIL" of 24 June 2004 (Minutes No. 1), in the amount of actually incurred documented expenses.

When making payments to Board members, an application from Board member Mark Mobius was taken into account on a waiver of the remuneration due thereto in accordance with the decision of the annual General Meeting of Shareholders of 23 June 2011.

In 2011 the members of the Management Committee were paid:

• remuneration in accordance with the contract with the member of the Management Committee2 ;

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

• annual performance bonuses for the previous year 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 2011

Management	RUB, thousand
bodies	Remuneration	Wages	Bonuses	Other payments	Total
Board of Directors	50,316	-	-	4,074	54,390
Management Committee	32,916	485,740	475,088	22,697	1,016,441

² 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.

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 work of the Board of Directors in 2011 was structured using the Work Plan of the Board of Directors for 2010–2011 approved by the Board of Directors on 20 July 2010 and the Work Plan of the Board of Directors for 2011–2012 approved by the Board of Directors on 19 July 2011.

The Board of Directors held eight formal meetings in 2011, and decisions were also adopted through 16 absentee/distance votes.

Date of the	January	April 26,	May 20,	June 23,	July 19,	August 31,	October 27,	December
meeting, No. of the	13, 2011	2011	2011	2011	2011	2011	2011	01, 2011
minutes	No.1	No. 7	No. 9	No.12	No. 13	No. 16	No. 19	No. 22
Board Member
V.I. Grayfer	+	+	+	−	+	+	+	+
(Chairman of the
Board)
V.Yu. Alekperov	+	+	+	+	+	+	+	+
I.V. Belikov*	+	+	+	−	−	−	−	−
V.V. Blazheev	+	+	+	+	+	+	+	+
D. Wallette*	+	+	+	−	−	−	−	−
H.O. Gref	+	+	+	−	+	+	+	+
I.S. Ivanov	+	+	+	+	+	+	+	+
R.U. Maganov	+	+	+	+	+	+	+	+
R. Matzke**	−	−	−	+	+	+	+	+
S.A. Mikhailov	+	+	+	+	+	+	+	+
M. Mobius	+	+	+	+	+	+	+	+
G. Moscato **	−	−	−	+	+	+	+	+
A.N. Shokhin	+	+	+	+	+	+	+	+

Information on Participation in Board Meetings held in Person

* member of LUKOIL Board until June 23, 2011

** member of LUKOIL Board since June 23, 2011

General business guidelines of OAO "LUKOIL"

The most important function of the Board of Directors is to determine the priority areas of the Company's operations, to summarise operational performance, and medium-term and annual planning. As part of this function, the Board of Directors considered the following issues in the reporting year:

• − On the preliminary results of LUKOIL Group operations in 2010 and the objectives for 2011 and the near term. On the priority areas of OAO "LUKOIL" operations in 2011;
• − On the preliminary results of LUKOIL Group operations in H1 2011 and progress in the execution of the 2011 Budget and Investment Programme of OAO "LUKOIL";
• − On the main indicators of the Medium-Term Plan of the LUKOIL Group for 2012– 2014.

The Board of Directors deemed the achievement by the Company and its subsidiaries of the key performance indicators of the Medium-Term Plan of the LUKOIL Group for 2011–2013 and the Budget and Investment Programme for 2011 the main objective at its first meeting in 2011. The Management Committee was instructed to concentrate its efforts on maintaining an optimal balance between the growth rates and development of the Company's business and ensuring its effective performance based on strict fiscal discipline, improved energy efficiency and productivity, and streamlining of controlled expenses.

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

• − On progress in the development of deposits in the Northern Caspian;
• − Progress report on the Company's gas projects;
• − On reforming the accounting system at LUKOIL Group organisations.

To better acquaint the members of the Board of Directors with the regions where the Company does business, the Company is continuing the practice of offsite meetings of the Board of Directors. In 2011, a meeting was held in Astrakhan devoted to the development of deposits in the Northern Caspian. Among other things, Progress Report on the development of the fields of the Northern Caspian was considered at this meeting, and a decision was taken to make the continued development of the Caspian Sea projects a priority area for an increase in oil and gas production in the near and medium term.

During the consideration of the Progress report on the Company's gas projects, the Management Committee was instructed to continue work to boost the production of natural gas and to improve the utilisation rate of associated petroleum gas in accordance with the programme

documents approved at the Company, with due regard to the existing macroeconomic environment.

With innovation policy becoming one of the key elements of the Company's development and maintaining its competitive positions, the Board of Directors has placed special emphasis on the development of modern technology and innovations, as well as the burgeoning potential of the Company's research and development complex, based on domestic and global best practice. In this context, the issues "Benchmarking of the Company's activities: research & development" and "On the use of new technologies and innovation for oil and gas exploration and production" were reviewed. In particular, when drafting the Industry development programmes and mediumterm plans in 2011, it was recommended that the experience of leading global companies in research and technology be used.

At the meeting on 31 August 2011, the Board of Directors considered the issue "On reforming the accounting system at LUKOIL Group organisations", and the Management Committee of OAO "LUKOIL" was instructed to continue to reform the accounting system at LUKOIL Group organisations to achieve the expected cost efficiency through a reduction in support costs on the accounting function.

Since the approval of bond issues has been assigned to the competence of the Board of Directors, on 7 September 2011 a decision was taken to approve the Reports on the results of the issue of series 05 to 15 bonds.

The Company Charter and the Federal Law On Joint Stock Companies have assigned the preliminary approval of certain transactions to the competence of the Board of Directors of the Company. During the reporting period the Board of Directors approved interested-party transactions and a major transaction approved pursuant to point 9.7.17 of the Company Charter.

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

Strategic development

Issues related to the Company's strategic development were the focus of the Board of Directors' attention in the reporting year. In December 2011, the Board of Directors approved the Strategic Development Programme of the LUKOIL Group for 2012-2021. The corporate strategy is updated at least once every three years. The new programme is an adjusted version of Strategic Development Programme of the LUKOIL Group for 2010-2019, adopted in 2009. The Strategic Development Programme of the LUKOIL Group for 2012-2021 establishes new strategic goals, while maintaining the continuity of the Company's strategic course.

The Programme was drafted based on the industry business segment development programmes approved by the Strategy and Investments Committee of the Board of Directors of OAO "LUKOIL".

The priority goals and objectives of the LUKOIL Group stipulated by the Programme include:

• − improving investment appeal and increasing the share of net profit paid out in dividends;
• ensuring full compensation of hydrocarbon production with growth in reserves;
• − cumulative production of hydrocarbons over 10 years (2012–2021) of around 10 billion BOE, with average annual growth in hydrocarbon production of at least 3.5%;
• − increase in the share of the Upstream business segment's foreign projects in free cash flow;
• − capital expenditures of more than USD 150 billion;
• − increase in the oil recovery factor to 40%;
• − increase in the quality and depth of oil refining, increase in the output of light petroleum products by 2021 to 72%;
• − growth in average daily sales at Group filling stations in Russia by 27%.

The Board of Directors established the following, inter alia, as the priority areas of OAO "LUKOIL's" operations in 2012:

• − maintaining a competitive return on capital employed, growth in free cash flow, increasing shareholder return in accordance with the provisions of the Strategic Development Programme of the LUKOIL Group for 2012-2021;
• − ensuring the required level of all indicators of industrial and occupational safety and environmental protection (HSE) at Company entities and divisions, and reliable protection of the staff and assets of the LUKOIL Group;
• − implementation of measures aimed at improving the management system at the LUKOIL Group, improving staff qualifications and incentives, and a growth in productivity.

The plans of the Exploration & Production business segment for 2012 stipulate the stabilisation and maintenance of production volumes in traditional areas of presence, to be achieved through a significant number of production drilling and enhanced oil recovery measures. The implementation and commissioning of new priority projects in Russia were planned (North Caspian, deposits of the Bolshekhetskaya depression). Work continues on the implementation of foreign projects in Iraq, Western Africa and Uzbekistan. The implementation of innovative research and technical developments for the development of deposits planned for the upcoming period will make it possible to cut costs and improve performance.

The Company's activity in the Refining & Marketing business segment in 2012 will focus on the implementation of modernisation programmes at the Company's oil refineries, aimed at the development of secondary processes and the depth of oil refining. The commissioning of a diesel hydrotreatment unit is planned at the Volgograd Oil Refinery, which will make it possible to transition fully to the production of diesel fuel with a sulphur content of 50 and 10 ppm. Plans include continued work on hydrocracking of vacuum gas oil in Volgograd, the commencement of construction of a new delayed coking unit in Perm, the second catalytic cracking complex and heavy still bottoms hydrocracking complex in Nizhny Novgorod, which will make it possible to increase the production of light petroleum products that meet high European standards in future.

Work continues in the Petrochemicals business sector on the implementation of the project to create a gas chemical complex (GCC) in Budennovsk. The use of associated petroleum gas (APG) from the deposits in the North Caspian will contribute to the achievement of the government mandate on the maximum possible utilisation of APG.

Streamlining measures involving the disposal of non-core and inefficient assets were planned for 2012.

The development plans of the Power Generation business sector stipulate the further implementation of projects under concluded capacity supply agreements. Supporting generation is being developed to improve the reliability of energy supply to LUKOIL Group organisations, and reduce the cost of energy resources through the use of internal fuel resources.

Corporate governance

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 of the Russian Federation, 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 area during the reporting year, at its first meeting on 23 June 2011 the newly elected Board of Directors, in accordance with the Regulations on the Board of Directors of OAO "LUKOIL", elected 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. It also approved the membership of the Board committees.

The Company's corporate governance system is focused on maintaining a balance of interests between the Board of Directors, management and shareholders. One of the main tasks of corporate governance is to ensure the interests of the shareholders of OAO "LUKOIL". On 27 October 2011 the Board of Directors heard a report on the actions being taken by the Company to increase shareholder return. The Board of Directors noted that in the medium term the growth in shareholder return will be achieved through the implementation of high-impact projects in Uzbekistan, Iraq and on the shelf of the Caspian Sea, as well as through other high-impact projects.

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 2011 the annual General Shareholders Meeting was held on 23 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.

Decisions were taken through absentee voting on 4 February 2011 to determine the list of candidates for voting in the elections to the Board of Directors of the Company, the list of candidates for voting in the elections to the Audit Commission of the Company, and the list of candidates for voting in the elections for the position of Company President. The lists of candidates were compiled based on the proposals of shareholders holding at least two percent of voting shares in OAO "LUKOIL".

Issues concerning the preparations for the annual General Shareholders Meeting were decided by the Board of Directors on 26 April 2011. These issues included: the approval of the agenda of the Annual General Meeting, determination of the dates for compiling the list of persons entitled to take part in the Meeting, approval of 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 organisational issues connected with the preparation and holding of the meeting.

At the meeting on 20 May 2011, the Board of Directors tentatively approved the Annual Report of OAO "LUKOIL" for 2010, for its submission to the annual General Shareholders Meeting.

At this same meeting, the Board of Directors of the Company approved the Corporate Governance Report of OAO "LUKOIL" for 2010, which was prepared for the first time to meet the Company's obligations related to the listing of its securities on the London Stock Exchange.

The competence of the Board of Directors includes the formation of the Company's collective executive body (the Management Committee) and the early termination of the authorities of its members. In this regard, the Board of Directors approved the membership of the Management Committee of OAO "LUKOIL" on 19 July 2011, consisting of 16 members, and determined the principal terms and conditions of the contracts to be concluded with them.

On 23 June 2011 the Board of Directors established the principal terms of the contract with the President of OAO "LUKOIL".

In accordance with the requirements of the Federal Law On Joint Stock Companies, on 19 July 2011 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 the reporting year, it approved the following documents, among others, under this function:

• − the Regulations on Internal Control and Internal Audit at OAO "LUKOIL";
• − the Regulations on the organisation and conduct of control and audit reviews at OAO "LUKOIL".

OAO "LUKOIL" continues to develop its corporate-wide risk management system, and is currently concentrating its efforts on developing a uniform risk management methodology and regulatory framework at the Company. The Board of Directors considered a number of issues related to the risk management system during the reporting year: it took note of the information on the risk management system in place at the Company, and took a decision on improving the Company's risk management system, which led to the approval by the Board of Directors of the following internal risk management documents:

• − Risk Management Policy of OAO "LUKOIL";
• − Regulations on the Risk Management Committee;

These documents determine the main goals, objectives and principles of risk management at the Company and other LUKOIL Group organisations, and the goals, functions, membership and work procedure of the Risk Management Committee, a collegial body set up under the aegis of the President of OAO "LUKOIL" to address risks. The implementation of these documents will make it possible to form a corporate-wide risk register and to improve the effectiveness of the LUKOIL Group's risk management in future.

In addition, amendments and addenda to the Regulations on long-term incentives for employees of OAO "LUKOIL" and its subsidiaries in 2010–2012 were approved (16 December 2011), as were amendments and addenda to the Regulations on the System of Payment and Incentives for Management Personnel of OAO "LUKOIL" (3 February 2011).

At the meeting on 20 May 2011, the Board of Directors approved the report on the work of the Board of Directors in 2010–2011 and considered the results of the performance evaluation survey of the members of the Board of Directors.

The proactive approach of the members of the Company's Board of Directors to the Board's performance evaluation allowed the issues that require more attention from the Board of Directors to be identified. To improve its efficiency, more attention must be paid to such aspects as the development of the Company's strategic and medium-term plans, control over their implementation, the risks which could have a material impact on the Company's activity, as well as the criticality level of approaches and assessments of members of the Board of Directors to the decisions being made.

The Board of Directors summed up the results of the survey at the meeting on 20 May 2011. An analysis of the performance evaluation scores shows that the Board of Directors gave an overall positive evaluation of its performance in 2010–2011.

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 dividends, RUB	Accrued, RUB, million	Share of net profits of OAO "LUKOIL" used for dividend payments,
				%
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	59.00 50,183 50,090 36
for 2011	On 27 April 2012 the Board of Directors of OAO "LUKOIL" recommended that the
	Annual General Shareholders Meeting to be held on 27 June 2012 pay dividends
				based on the results of the 2011 financial year in the amount of RUB 75 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 market for OAO "LUKOIL's" shares continued to be in a state of consolidation in 2011. After the significant fluctuations in the quotations of the Company's shares caused by the global financial crisis (a 53.31% decrease in 2008, followed by 75.6% growth in 2009), the change in the value of OAO "LUKOIL" shares in 2011 was characterised by greater stability and resistance to outside factors. In 2011 the Company's shares remained one of the most liquid securities on the Russian stock market, and were used in the calculation of all major fund indexes in the Russian Federation.

The main trading platform in Russia in the past year was the MICEX Stock Exchange. The RTS Stock Exchange, where OAO "LUKOIL" securities were traded, ceased to exist on 19 December 2011, when it was incorporated into MICEX. In terms of share trading on this exchange (main trading regime) OAO "LUKOIL" shares ranked third, behind only OAO Sberbank and OAO Gazprom. OAO "LUKOIL" shares accounted for 6.49% of the total volume of trading in the stock section of the MICEX Stock Exchange in 2011.

At the start of 2011, OAO "LUKOIL" shares showed a moderate upward trend. In March– April the share reached its highest price since August 2008. In the second half of 2011, under the influence of external factors, a moderate downward trend prevailed on the market for OAO "LUKOIL" shares. For the year, the price of the Company's shares on MICEX denominated in roubles fell by 2.35% since the start of the year. The price of ADRs on the London Stock Exchange, denominated in US dollars, fell by 6.28%.

Based on the results of MICEX trading, the share price at the end of 2011 was RUB 1,701 per share. The lowest price for one Company share in 2011 was RUB 1,500 (on 26 September 2011), while the maximum was RUB 2,090 (on 9 March 2011). The largest price fluctuation in a single day was 9.9% (22 September 2011).

The trend in the market value of Company shares in 2011 differed from the Russian stock market as a whole in its greater stability: the price of OAO "LUKOIL" shares on MICEX decreased by 2.35%, against a 16.93% drop in the MICEX index.

OAO "LUKOIL" share price and the MICEX index in 2011, %

The volume of trading in OAO "LUKOIL" shares increased on Russian exchanges in the reporting year versus 2010, as did the volume of trading in depositary receipts for the Company shares on the London Stock Exchange.

On the Russian stock exchange, the volume of trading in the Company's shares rose in quantitative terms by 22.71% over the year, and by 25.34% in monetary terms. Exchange trading in Company shares in 2011 on the MICEX and RTS exchanges totalled 745,602,489 shares, to a total of RUB 1,274.7 billion.

Depositary receipts for OAO "LUKOIL" shares were traded on the over-the-counter market in the USA and on the London, Frankfurt, Munich, Stuttgart and other exchanges. At year end 2011 the total number of depositary receipts (ADRs) issued for ordinary shares was the equivalent of 548.32 million shares (64.46% of the Company's charter capital). The volume of trading in ADRs on the main foreign trading platform – the London Stock Exchange – increased by 58.74% in 2011 and reached USD 79.6 billion. In 2011, ADRs issued for OAO "LUKOIL" shares were the second-most traded ADRs of foreign companies listed on the London Stock Exchange in the International Order Book system (15.1% of aggregate average monthly trading in this system).

LUKOIL Group organisations did not issue and place any debt securities during 2011. In December 2011 the Company carried out the scheduled redemption of a bond loan of 8 billion roubles issued in December 2006 (series 03).

Volumes of trading in OAO "LUKOIL" shares and ADRs in 2011, million USD

MICEX RTS LSE US OTC

Change in the share capital structure of OAO "LUKOIL" in 2011
---------------------------------------------------------------	--	--	--	--	--	--	--	--	--

Key shareholders in OAO "LUKOIL"3 (> 1% ordinary registered shares)
	Number of shares as at 1 Jan 2011	% of total number of shares as at 1 Jan 2011	Number of shares as at 1 Jan 2012	% of total number of shares as at 1 Jan 2012
ING Bank (Eurasia) ZAO	645,159,254	75.85	645,877,294	75.94
ZAO Depositarno kliringovaya Kompaniya [Depository Clearing Company]	69,483,048	8.17	72,002,391	8.47
NKO ZAO Natsionalny raschetny depositari [National Settlement Depository]	52,526,643	6.18	46,976,333	5.52
SDK Garant	33,411,404	3.93	33,427,724	3.93
OJSC BANK URALSIB	12,065,926	1.42	12,049,529	1.42
J.P. Morgan Bank International (LLC)	7,778,301	0.91	10,983,473	1.29

3 Nominee shareholders

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

The successful achievement of the goals set by OAO "LUKOIL" is exposed to risks due to a number of factors, both internal and external to the Company. The management of OAO "LUKOIL" pays a great deal of attention to addressing risks in order to ensure reasonable guarantees that established goals will be met and the market status of OAO "LUKOIL" will be maintained. In this regard, OAO "LUKOIL" continuously identifies and monitors events that could have a negative impact on the Company's operations, and develops measures to prevent their occurrence or to reduce as much as possible the negative impact should they occur.

The Company seeks to actively develop its risk management function, and is currently concentrating its efforts on creating an enterprise risk management (ERM) system that complies with global best practice. In 2011 the Company adopted the Risk Management Policy of OAO "LUKOIL" and created a Risk Management Committee. The OAO "LUKOIL" Risk Management Policy defines the main goals, objectives, and principles of risk management at the Company and sets out a uniform approach to risk management at LUKOIL Group organisations. The Risk Management Committee is a collegial body under the aegis of the President of OAO "LUKOIL". Its main goal is to improve the risk management system and enhance the effectiveness of the risk management process. Also, the Procedure for Risk Identification, Assessment, Selection of Ways of Risk Response and Risk Monitoring, and the Methodology for Risk Identification, Description and Assessment of LUKOIL Group companies. were developed by the end of 2011 and implemented in 2012. These documents establish a procedure for organising risk management and a method for identifying, describing and assessing risks that are uniform for all LUKOIL Group organisations. The implementation of these documents will make it possible to create a corporate register of risks on unified methodological and organisational principles.

Information on the key operating risks of OAO "LUKOIL" is presented below. The realisation 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 and profits. 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 and minimise damage to the Company.

Strategic risks

Macroeconomic risks

A possible slowdown in global economic growth rates and a reduction in global demand for hydrocarbons, the possible negative trends in increasing inflation rates in the USA, Europe and Asia, as well as the associated monetary policy of these states, and the negative trends in exchange rates could have a negative impact on the financial performance and share price of the Company.

With the aim of reducing the Company's economic risks, when planning operations several scenarios for the development of the economic situation are considered (an optimistic, a base case and a conservative scenario). This makes it possible to take balanced decisions on distributing capital and creating a portfolio of investment projects, and to develop measures to react in a timely and efficient manner to the circumstances as they actually take shape.

Country risks

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 its termination.

In order to minimize the effect of risks to the business of OAO "LUKOIL" in countries with high political risks, the Company strives to diversify its operations, and in parallel with its operations in unstable regions is acquiring assets in countries where the regional and political risks are minimal.

Industry risks

Risks of access to new sources of raw materials

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

This risk is taken into account when developing the Company's development strategy, an important element of which is to ensure sustainable development through participation in strategic alliances, rejection of unprofitable projects and assets, and the entry onto new markets.

Logistics risks

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

• losses associated with breakdowns, leaks and other disruptions in the operation of the pipeline or rails 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 an inability to continue operations in certain regions;
• an unplanned increase in costs associated with a sharp increase in transportation tariffs.

The Company strives to reduce these risks by concluding long-term agreements with the operators of transport facilities, and by diversifying transportation routes, creating its own infrastructure on the storage and transhipment of cargo, and other measures aimed at preventing interruptions in product deliveries.

Risks on the petroleum products market

Greater competition on the petroleum products market and a worsening of the market environment may lead to the following risks:

• risks of a decrease in sales volumes and partial idling of production capacities;
• risks of a decrease in oil refining margins;
• risks of a decrease in the retail margin.

These risks could result in revenue gaps or higher costs for the Company, which could eventually have a negative impact on cash flows and enterprise value in this business segment.

The Company monitors these risks and seeks to mitigate them in a timely manner. Risk mitigation efforts include: rapid reorientation of commodity flows to those markets that bring in the highest revenues, ongoing modernisation of oil refining facilities with the aim of increasing the output of high-value-added products, and other measures that raise the efficiency of capital allocation in the oil refining and petrochemicals sector.

Risks on the market for natural gas and associated petroleum gas

An important risk factor in the Russian gas production segment is the monopoly position of OAO Gazprom as the sole buyer for 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 are:

• the reduction by OAO Gazprom of quotas for gas purchases from independent producers, which may lead to restrictions on the Company's gas production or to the mothballing of a number of projects;
• the establishment of a monopoly-driven low price on purchases of natural and associated petroleum gas from independent producers, which could have a negative effect on the current profit margin in this business segment.

The Company will take all possible measures to reduce risks in this area; among other things, it seeks to build partnership relations with state-owned monopolies, enter into long-term contracts with consumers, and maintain an optimal share on sales markets.

Financial risks

Price risks

Spikes and slumps in hydrocarbon prices may complicate the Company's operations to a certain extent. OAO "LUKOIL" expects energy prices on commodity exchanges to remain highly volatile in the near term, due to the unstable balance of supply and demand on the global market, as well as the effect of other economic factors.

OAO "LUKOIL" constantly monitors the state of the oil and petroleum product markets. Key means of reducing the level of short-term price risks are: management of the transaction table (including the re-orientation of the flow of sales of oil and petroleum products from areas of least effectiveness to areas of greater effectiveness), use of effective price formulas in contracts and the refusal to use fixed prices in contracts.

Inflation risks

The Company is subject to the risk of inflationary growth in its costs in both the short and medium term. This risk could have the greatest impact on capital costs, which may threaten the successful performance of a number of investment projects.

The Company focuses its attention on containing 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 in changes to interest rates, in both the short and long term, and is first and foremost sensitive to changes in the interest rates charged by European banks. Changes in interest rates may affect the cost of the Company's borrowing and the size of the cash flows of OAO "LUKOIL".

With the aim of reducing the effect of this risk, the Company constantly monitors the state of the market and acts to improve its debt structure, and tracks its needs for additional financing and debt refinancing.

Liquidity risks

The Company's operations could be adversely affected by a number of risks that reduce 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 prices for energy resources;
• change in demand for energy resources;
• increase in the amount of taxes, duties and customs payments payable;
• lowering of the Company's credit ratings;
• cost growth.

Another liquidity risk is the risk of restricted access to financing on international currency and capital markets.

OAO "LUKOIL" has created a liquidity management system, 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

As it operates in many countries, the Company is exposed to risks of unfavourable changes in currency rates. 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.

Work is currently underway to create a system for managing financial risks, including hedging of currency risks.

Credit risks

The Company's most significant credit risk group includes first and foremost the risks that counterparties will fail to meet their obligation to pay for products shipped to them.

In order to reduce these risks, the Company is oriented to working with counterparties that have a strong credit rating, uses letters of credit and guarantees 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.

Another group of credit risks includes risks associated with the operations of counterparty banks and a possible drop in their financial stability. To reduce these risks, the Company performs centralised treasury operations, constantly monitors the credit rating of its counterparty banks, and is oriented to work with first-tier banks that have a high credit rating.

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. Specifically, the Russian Government is currently considering two draft Federal Laws: On the Circulation of Oil and Petroleum Products in the Russian Federation and On Market Price Formation for Oil and Petroleum Products in the Russian Federation, the provisions of which are aimed at developing the norms of the Federal Law On the Protection of Competition as applicable to the oil sector, and which stipulate a number of substantial restrictions for major vertically-integrated companies working on the Russian market. The passage of these laws in their current form could substantially complicate the operations of OAO "LUKOIL" in selling petroleum products on the Russian market.

The Company has created and operates a Working Group for relations with the antimonopoly authorities with the aim of reducing risks of violations of anti-monopoly legislation and ensuring a unified policy for LUKOIL Group organisations in the field of anti-monopoly legislation.

In its operations, OAO "LUKOIL" adheres to the principles of competitive behaviour on the market and maintenance of lawful business practices, does not pursue any policies aimed at limiting competition or monopolising commodity markets, and has no such objectives in either the short or long term. Nonetheless, we cannot exclude the risk of anti-monopoly investigations conducted in respect of the Company and other LUKOIL Group organisations and the imposition of penalties for violations of anti-monopoly legislation. To mitigate this risk, the Company pays close attention to monitoring transfer prices to ensure they fully match market levels.

Tax risks

OAO "LUKOIL" does not exclude the possibility that tax legislation and tax enforcement will be made stricter. If tax regulations become more stringent, a number of the Company's export operations may be made more difficult, which could have a negative impact on its current liquidity.

Risks in the area of currency regulation

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

Despite the fact that at present this risk is assessed as insignificant, the Company monitors the situation regularly in order to be able to develop measures in a timely manner in the even there is an increase in the level of this risk.

Risks in the area of customs regulation

OAO "LUKOIL" does not exclude the risk that the rules of customs control will become more onerous and customs duties will increase. Specifically, the state authorities (Government of the Russian Federation, State Duma of the Russian Federation) periodically are asked to consider changing the procedure for calculating export duties on oil and petroleum products. Such changes could have a negative effect on the Company's future financial performance.

Company specialists are part of working groups to work with the state authorities in the field of customs regulation, with the aim of explaining in detail the position of OAO "LUKOIL" on this matter and the risks inherent in the proposed legislative initiatives.

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 productive (commercially viable) oil and gas reserves. In connection with this, the Company may incur additional expenses or terminate work on a number of license blocks.

Risks associated with subsoil use and licensing

Russia's current legislation on subsoil usage and licensing of mineral exploration and production activity, and its application in practice, create a number of risks for oil companies. Of these, the most significant for the Company are:

• the risk of a refusal to provide subsoil usage rights to the legal entity that discovers the mineral deposit on a subsoil plot of federal significance or a deposit on a subsoil plot of federal significance on the continental shelf of the Russian Federation;
• the risk of a refusal to accept application documents to participate in tenders/auctions from subsoil users that are LUKOIL Group organisations;
• the risk of an extended approval process for design and budgeting documentation for exploration work.

The Company constantly monitors changes to legislation and enforcement practices in the field of subsoil usage and licensing. In addition, the Company strives to establish close informational links with the regulatory authorities in order to promptly inform them of possible problems associated with changes to legislation, and also to quickly obtain information necessary to promptly make decisions related to subsoil usage.

Environmental risks and industrial safety risks

There is a risk of failure of technical devices at hazardous production facilities, which could lead to emergency situations, suspension of technological processes, the release of dangerous products, fires, and accidents.

In order to minimise the probability of this risk arising, the Company has created and operates an industrial safety system, under which the following tasks are performed:

• corporate oversight of the condition of equipment and devices;
• monitoring of the operation of dynamic equipment;
• certification of the working conditions of work places;
• formation of a personnel and equipment reserve to handle emergency situations;
• other measures to reduce the industrial accident rate at LUKOIL Group organisations.

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 been certified for compliance with the international safety standards ISO 14001 and OHSAS 18001.

Construction risks

When implementing investment projects, the Company encounters the risk that production facilities will not be commissioned 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 careful preparation of projects, the selection of 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).

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" Point 5.1 of the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting 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.	Partial 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	Partial	See note to item 5

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

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
	general shareholders meeting will consider issues of the 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.	compliance
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.	Non compliance	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 competence of the Audit Committee includes an evaluation of the risk management system at the Company and the preparation of the relevant recommendations to the Company's Board of Directors.
			The Board of Directors of OAO "LUKOIL approved the Risk Management Policy of OAO "LUKOIL" and the Regulations on the Risk Management Committee.
			The Risk Management Committee is a collegial body under the President of OAO "LUKOIL", to address risks.
			The following documents that lay the foundation for the risk management system at the Company and other LUKOIL Group organizations were also approved by virtue of OAO LUKOIL" Executive Order: - Procedure for Risk Identification, Assessment, Selection of Ways of Risk Response and Risk Monitoring; - Methodology for Risk Identification, Description and Assessment of LUKOIL Group companies.
	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.	Non compliance	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.

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
	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 23 June 2011 (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	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

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
	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.		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 management bodies, or employee of a legal entity that competes with the company.	Partial compliance	Other than A.N. Shokhin, who is also a member of the Board of Directors of 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

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
			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 9.7.18 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" During the reporting year, the Audit Committee of the Board of Directors of

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
			OAO "LUKOIL" was chaired by an independent director.
	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". During the reporting year, the Human
			Resources and Compensation Committee of the Board of Directors of OAO "LUKOIL" was chaired by an independent director.
	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).	Partial compliance	The function of evaluating the risk management system in place at the Company and preparing relevant recommendations for the Board of Directors 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"). The Company has also established a Risk Management Committee, a collegial body under the President of OAO "LUKOIL", to address risks. The Regulations on the Risk Management Committee were approved by decision 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).	Non compliance	There is no such committee of the Board of Directors. The Company has 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".

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
	35. The corporate conflicts committee does not include company officers.	Non compliance	See point 34.
	36. Management of the corporate conflicts committee is entrusted to an independent director.	Non compliance	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
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	Committee of OAO "LUKOIL" 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 9.7.18 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

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
			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.	Partial compliance	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".
			The decision of the Board of Directors of 01 December 2011 (Minutes No.22) provided the Management Committee of OAO "LUKOIL" with the right to include optional projects in and make other revisions to the Investment Programme of the LUKOIL Group for 2012, in an amount not exceeding 10% of the investment expenses of the LUKOIL Group being approved hereby taking optional projects into account, 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	Non compliance	The Charter and internal documents do not foresee the possibility of transferring functions to a management organisation (manager).

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
	providing services as 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).	Non compliance	See point 44.
	47. The executive bodies provide monthly reports on their work to the board of directors	Non compliance	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	Compliance	By decision of the Board of Directors of
	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		OAO "LUKOIL" of 29 August 2003 (Minutes No. 37), the duties of the corporate secretary were assigned to the

of company shareholders.

Secretary of the Board of Directors -

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
			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	Non compliance	See point 49.
	Material corporate actions
	52. The company charter or internal documents contain requirements on approving major transactions prior to their conclusion.	Partial 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 entered into during the usual course of the Company's business, transactions related to placement of the Company's ordinary shares by way of subscription (sale), transactions related to placement of issuable securities convertible into the Company's ordinary shares and transactions that the Company must enter into under federal laws and/or other legal acts of the Russian Federation, and settlements under which are performed in prices determined pursuant to the procedure established by the Government of the Russian Federation, or in prices and tariffs established by a federal executive body authorized by the Government of the Russian Federation. Approval of major transactions with a value of over 50 percent of the book value of the Company's assets falls within the competence of the General Shareholders Meeting of OAO "LUKOIL" pursuant to point 8.2.16 of the Charter of OAO "LUKOIL". In the reporting year OAO "LUKOIL" performed one transaction that is recognised as a major transaction in accordance with the Federal Law On Joint Stock Companies. This transaction is further described in the Annual Report. The transaction received the prior approval of the Board of Directors, and information on the relevant Board decision was disclosed by OAO "LUKOIL" in the form of a price sensitive announcement (disclosure of information that may have a significant effect on the price of shares of a joint stock company).

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
	53. Mandatory hiring of an independent appraiser to assess the market value of property that is the subject of a major transaction.	Compliance	Point 5.2.2 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) .
	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.	Partial compliance	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 5.7 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 agenda of the general shareholders meeting.	Compliance	Point 5.6 of the Regulations on the Procedure for Preparing and Holding the General Shareholders Meeting of OAO "LUKOIL"
	61. The company has an Internet website and regularly discloses information on the company on this website.	Compliance	The Company has websites in Russian and English (www.lukoil.ru and www.lukoil.com, respectively); 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.

№	Provision of the Corporate Governance Code	Compliance/ non	Note
	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 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 Control and Internal Audit at OAO "LUKOIL", Regulations on the organisation and conduct of control and audit reviews at OAO "LUKOIL".
	66. The company has a special division responsible for ensuring compliance with internal control procedures (the control and audit service).	Compliance	In the reporting year this function was performed by the Main Division of Control, Internal Audit and Risk Management, acting on the basis of the Regulations on the Main Division of Control, Internal Audit and Risk Management ∗
	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.	Non compliance	The Main Division of Control, Internal Audit and Risk Management that in the reporting year was performing control and audit service functions was 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

∗ As of the date this Annual Report is approved, in connection with changes in the structure of OAO "LUKOIL" control and internal audit functions were distributed among structural units reporting to the Vice-President for Control and Internal Audit.

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
			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 in the reporting year was an employee of the Main Division of Control, Internal Audit and Risk Management 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	Non compliance	In the reporting year, the Head of the Main Division of Control, Internal Audit and Risk Management was a member of the Management Committee of OAO "LUKOIL" from 19.07.2011.
	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	Partial 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 3.5.4.4 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)	Non compliance	The right to make revisions to the LUKOIL Group 2011 Investment Programme has been granted to the Management Committee of OAO "LUKOIL" provided specific parameters established by decision of the Board of Directors of OAO "LUKOIL" are met. (see also point 41 above)
	73. The company's internal statutes contain a procedure for agreeing unusual operations with the board of directors	Partial compliance	See point 41 above
	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 submitted to the shareholders at the general shareholders meeting.	Compliance	Point 3.1.7 of the Regulations on the Audit Committee of the Board of Directors of OAO "LUKOIL".

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
	Dividends
	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 2011 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. Nu be f he ion d by he Bo d t tra t t m r o ns ac ap p rov e ar	1
f ire D tor o c s
ice ( in ) 2. 1. Pr U S D t am ou n	he f he lo be T U S D 1 5, 0 0 0, 0 0 0, 0 0 0. t o t to to a m ou n an p u
ice ( in ) 2. 2. Pr R U B t am ou n	he f he lo be T R U B 4 4 5, 0 2 6, 0 0 0, 0 0 0. t o t to to a m ou n an p u
f p ies 3. Na t me s o ar	( de ) O A O "L U K O I L " Le n r
	A C ( ) L U K I N T E R F I N N E B V Bo rro w er
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 A 0 8 1 0 4 4 f 1 8 2 0 0 8 ( he in f he "A ") Lo N 7 Ju ta t to t te t t p p en g re em en an g re em en o. o ne re a r g re em en
6. Su b j f he ion t o t tra t ec ns ac	he A d he Su lem l A he he de i l l p i de he Pu Le Bo t to t t a t ta ts t to t t rs ua n g re em en n p p en g re em en re n r w ro v rro w er , i h lv in ia l-p lo fo be f in he 3 0 D 2 0 1 1 Bo 's t te to to t a r ev o g sp ec ur p os e an r a rm p ec em r an ce rro er w u w io in da i h i C ha ( i he in lu in in lm ), he l a f de b t t ts te t ta ts t to ta t o t op er a ns a cc or nc e w r r e r a m p su m o r s en m ou n h ic h d ( ig h b i l l io ) im d he de ke U S D 8, 0 0 0, 0 0 0, 0 0 0 Bo t e t t a t t ta to on m ay n o xc ee e n a ny e, an rro er n r s w w u he fu ds iv d d in he by he da d he du in d ic d in t to te t t t te t to t te re p ay n re ce e an p ay re s re on s a n p ur su an p ro ce re a he A t t. g re em en In da i h he Su le l a in 1. 1 f he A is in io t t ta t, t t t t o t a cc or nc e w p p m en g re em en p o o g re em en se u a n ew v er s n, ip la in he in in he f he lo U S D 1 5, 0 0 0, 0 0 0, 0 0 0. t t t t t o t to s u g cr ea se am ou n an
he ia l f he ion 7. O t ter ter t tra t r m a ms o ns ac	he lem l in fo fro he im f i ig in d i in l p f T Su A ta t e te to t t ts t tu te te t o p p en g re em en n rs rc e m e o s n g, an co ns s a n g ra ar he A t t. re em en
	g he he f he in ha d. T A t te t t r o r rm s o g re em en em a u nc ng e

During the first six months of 2011 OAO "LUKOIL" did not enter into any transactions that, subject to the version of the Charter of Open Joint Stock Company "Oil company "LUKOIL" in effect to 23 June 2011, were covered by the approval procedure for major transactions. The new version of the Charter of Open Joint Stock Company "Oil company "LUKOIL" approved on 23 June 2011 does not prescribe approval of other transactions covered by the approval procedure for major transactions.

List of transactions recognised as interested-party transactions in accordance with the Federal Law On Joint Stock Companies performed by OAO "LUKOIL" in 2011

Interested-party transaction of OAO "LUKOIL" approved by the annual General Shareholders Meeting of OAO "LUKOIL" of 23 June 2011 and concluded in 2011

1. Nu be f he ion d by he An l t tra t t m r o ns ac ap p rov e nu a	1
l ha ho l de ing Ge S M t ne ra re rs ee
ice 2. Pr	ium for ium for R U B 3 0 5, 0 0 0 – A; R U B 1 9, 5 2 0, 0 0 0 – 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 O " ( l icy ho l de ) U K I L Po r
f be f ic iar ies 4. Na me s o ne	de he i de be f he d o f ire be f he i f Un A Pr Bo D M Co O A O 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 –
	"L U K O I L ", he l is ive in he d ix he l icy d a lso in d iv i du l w ho ie d he t to t t g t to t t p ur su an n ap p en p o an an y a oc cu p ,
	for ion d p i ion in he i l l o he in he fu O A O "L U K O I L " t t t t t o t t tur a em en e os s a p as r w cc up m e. y
	Un de B O A O "L U K O I L ". r c ov era g e –
f ion 5. Na tra t me o ns ac	l icy ( ) ins ing he l ia b i l i f d ire f f ice d c ion Po tra t t ty tor t co n c on ur o c s, o rs an orp ora s.
Su b j f he ion 6. t o t tra t ec ns ac	he de ke for he ip la d in he l icy ( ins ium ) d w he he ip la d in he T In ta t t s t te t t t s t te t su rer un r s, p ay me n u p o ur an ce p rem an n ev en u
	l icy ( ins d e ), he da d by h is ( ins ion ) he t to t t t to t to t p o oc cu rs an ur e ve n co ve r ma g e c au se ev en p ay ur an ce co mp en sa
	l icy ho l de ( he d ) i h in he l im i f he ins ( he l ia b i l i l im i ) by he l icy Po In t t t ts t t ty t t t r su re w o ur an ce co ve rag e se p o
	Co A "In f D ire d O f f ice " ins he los f e h a d e D ire d O f f ice f O A O 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
	is ing 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 U K O I L " a t t t t t ter t r m c s g a se p ers on s r ur an ce p er e m o
	l icy ) he d isc io d ( 3 0- da io d be inn ing he ira ion f he ins io d, i f he Co is t t t t t tra t t p o or ov ery p er a y p er g on ex p o ur an ce p er n c no
	d ), for l o l leg d im ion du ing he ir p for f he lev fun ion ire d D t t t t t tor ren ew e an rea r a e p rop er ac s r er ma nc e o re an c s a s c s a n y
	O f f ice f O A O "L U K O I L ". rs o
	f ia b i l i ins he los f is ing fro la im Co B "In Co L " O A O "L U K O I L " te ty t ve rag e sur an ce o rp ora ur es ses o ar m c s on
	ion f los 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 U K I L U K I L t t t t t co mp en sa o ses o n sec ur o ag a n c s
	f i le d a ins he ire f f ice he is b l ig d a d m he ire f f ice D O O A O "L U K O I L " D O t t tor te te t tor g a c s o r rs, re o a n ay co mp en sa c or r w
	for inc d he by l f he ion f los de he la im f i le d. t t o t t t ex p en ses urr e re as a res u co mp en sa o ses un r c s
Gr ds for in d p 7. 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 o f ire d Co i f T Pr Bo D M 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 c s a n an ag em en mm o
	O A 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 1 hr h 1 8 ly 2 0 1 2. T Ju Ju t t p o e m ou g
	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 T A D O to t tor te t t g p rem un r c ov era g e ap p eq ua ea su re ea c c s a n rs n
	he d ix he l icy t to t ap p en p o
	he l ia b i l i l im i is lea ( l a l im i for d inc lu d ing leg l de fen ). T U S D 5 0, 0 0 0, 0 0 0 A B, ty t t t to ta te t ts a s g g reg a co ve rag e an a ce co s
	he ins ium i l l be i d in b les in da i h he d c d i ion f he l icy T t t ter t t ur an ce p rem w p a rou ac co r nc e w ms an on s o p o

Interested-party transactions of OAO "LUKOIL" approved by the Board of Directors of OAO "LUKOIL" and concluded in 2011

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e Bo d o f D ire tor ar c s	1
ice ( in ) 2. 1. Pr U S D t am ou n	lus f U S D 2, 5 5 1. 6 9, V A T U S D 4 5 9. 3 0. p o
ice ( in ) 2. 2. Pr R U B t am ou n	lus f R U B 8 0, 0 0 0, V A T R U B 1 4, 4 0 0. p o
3. Na f p ies t me s o ar	O A O Ba k Pe ( L ice ) tro n co mm erc e ns ee O A O "L O " ( ice ) U K I L L ns or
f be f ic iar ies 4. Na me s o ne	-
5. Na f ion tra t me o ns ac	L ice ing he is ion f lus ive l ice he de ks f O A O "L U K O I L " ( he ina f he t t to t tra ter t ns a g ree me n on p rov o a no n- ex c ns e us e ma r o re "). "A t g ree me n
b j f he ion 6. Su t o t tra t ec ns ac	i de ion d for he f fec ive f he he ice i de he ice i h a lus ive l ice he Fo Ag L L t t t ter t t, t t t to t r a co ns ra an e m o ree me n ns or p rov s ns ee no n- ex c ns e w in he ian de ion f de ks ha he f he ice i f ica 1 4 1 4 d 1 4 1 4 8, Ru Fe L No 7 7 a No 7 t t tra t t a t ty t t to t tes us e ss ra o ma r re p rop er o ns or p ur su an ce r n i h p ior i fro ly 2 0 Ju 1 9 9 5. t ty r m w
ds in d p 7. Gr for ta tus ter te ty ou n s as an es ar	lex de ic h be he i is im l ly be he A Ku M f M Co f O A O "L U K O I L ", f 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. 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 m em r o an ag em en mm o sp ou se o an r zm , 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. 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 he C ha irm f he 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 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 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	he ice ha he ig h loy he ice de ks ly in j ion i h i de ks d ly in he T L L 's t t to t tra t t ts tra t ns ee s r em p ns or ma r o n co n un c ma r a n on w fac /p is ion f he fo l low ing ds /se ice tur t ma nu e rov o g oo rv s: for he iss f he -br de d c d ko i l- d; Lu Pe M Ca t t tro ter ue o co an ar co mm erc e as r - in dv is ing ia ls d o in for ion l do ion ia d w i h he iss f he -br de d c d ko i l- Lu Pe t ter t ta t te t t t tro a er m a an n ma a cu me n as so c ue o co an ar co mm erc e - M Ca d; ter as r T he L ice ha he ig h he de k ly in in d c b ina ion i h he de k "L U K O I L ". t t to t tra teg te t t t tra ns ee s r us e ma r on an ra om w ma r he f he l ice fee is lus f T R U B 8 0, 0 0 0, 1 8 % V A T R U B 1 4, 4 0 0. t o t am ou n ns e p o T he Ag i l l e in for fro he da i is is d i h he Fe de l Se ice for In l lec l Pr Pa d t w ter to t te t ter t t te tua ty, ten ts ree me n n ce m reg e w ra rv op er an de ks Tr a ma r

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e	2
Bo d o f D ire tor ar c s
2. 1. Pr ice ( in U S D ) t am ou n	T he f he fee is U S D 3, 5 7 8. 1 9, lus V A T f U S D 6 4 4. 0 8. 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 1 0 8, 6 0 0, lus A f 1 9, 4 8. T R U B V T R U B 5 t o t am ou n p o
3. f p ies Na t me s o ar	O A O f ( ice ) Na L teg ry an ma rn e az 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 "S Sy for ing i for T L En Un t t to t te te tua ty ta te tem ns or w ex c r co p y r rop er : s su r m , M M d v lum f p leu du M ho d for ing in he k i ler f L U K O I L Gr isa ion "; ts. tro ts. t t tan tra t ea rem en e o e e ea su as s a n o m p ro c m su r s 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 ica l En Un M M M ta te tem ts. tro ts. t t t s su r m ea su rem en ass an o e o e m p ro c e m ea su r v er ks f L U K O I L Gr isa ion "; "S Sy for En ing Un i for M M d lum f p leu tan t ta te tem ts. tro o ou p org an s s su r m ea su rem en as s an vo e o e m du ho d for ing in he ho izo l ks f O Gr isa ion "; "S Sy for ing i for M L U K I L En Un ts. t t ta tan t ta te tem p ro c e m ea su r r n o ou p org an s s su r m M M d v lum f o i l. M ho d for ing in he k i ler f L U K O I L Gr isa ion "; "S Sy ts. t t tan tra t ta te tem ea su rem en as s a n o e o e m ea su r s o ou p org an s s for ing i for d lum f o i l. ho d for ing in he ica l ks f En Un M M M L U K O I L Gr ts. t t t tan su r m ea su rem en as s a n vo e o e m ea su r v er o ou p isa ion "; "S Sy for En ing Un i for M M d v lum f o i l. M ho d for ing in he ho izo l t ta te tem ts. t t ta org an s s su r m ea su rem en ass an o e o e m ea su r r n ks f isa ion ( he ina f he ho ds "), he ice he ig h he ho ds d he L U K O I L Gr "M L M tan t ter t t ts t t t to t t t o ou p org an s re e g ran ns ee r us e e an , , L ice fee for he is ion f he ig h d ing he du d he d d i ion ip la d by he t t t a to t t ter t t te t ns ee p ay s a p rov o r cc or p ro ce re an on ms a n co n s s u Ag t. ree me n
ds for in d p 7. Gr 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 i f is im l ly be f he V V M M Co O A O "L U K O I L ", 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 u u d o f ire f O O O f Bo D Na tor teg ar c s o ry an ma rn e az
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 ns ee g ran r us e e m n g ran r en e f he lus ive ig h he i f he Ru ian Fe de ion ter t t o t ter tor t t m o ex c r n r y o ss ra

be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	3
Bo d o f D ire tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	lus f U S D 4 9. 4 2, V A T U S D 8. 9 0. p o
ice ( in ) 2. 2. Pr R U B t am ou n	h, lus f R U B 1, 5 0 0 p V A T R U B 2 7 0. t 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
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	Su lem l Ag Co 0 9 1 0 4 9 da d 1 ly 2 0 0 9 o is ion f p ise for he ins l la ion f a d No 7 Ju ta t to tra t te t ta t tom te p p en ree me n n c n p rov o rem s o n au a l ler h ine ( he ina f he ") *. "C te ter t tra t m ac 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 de ke for fee i de he Ba k w i h p ise i f f ice loc d a he d dre 3 to t tra t, t ta to t t t ts te t t co r n c mp an y un r s a p rov n rem s a o a a ss: l. ls ha Or dy ka 1 8 for he ins l la ion f a d l ler h ine be lon ing he k, i de h Bo Ro No Ba t ta t tom te te to t to u y a n om o n a u a m ac g n p rov ca s , 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
	Ac d ing he Su lem l a he Co he Co i l l a lso i de he k w i h p f i ise loc d a Ba to t ta t to t tra t, t t t t o ts te t co r p p en g ree me n n c mp an y w p rov n ar p rem s a he d dre lan ky b l dg ( i bu le ), i h a l a f o loc d ( he 5 U 1, Ro No C M t t t to ta tre te t to t a ss: s p er. om ve s os co rea o ne sq ua re me a p ur su an w, w , , st do f he f hn ica l ) he 1 f loo for he ins l la ion f a he d l ler h ine Bu Te Inv ts t tor t t ta t t tom te te cu me n o rea u o c en y on r, o no r a u a m ac
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 u eo us a m em r 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.
	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 u v vn a a m em r o an ag em en mm o sp ou se o an r zm ,
	M be f he Bo d o f D ire f O A O Ba k 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 f he i f is im l ly he ha irm f he Le Ar Fe M Co O A O "L U K O I L ", C 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
	Bo d o f D ire f O A O Ba k Pe tor tro ar c s o n co mm erc e.
	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 eo us a m em r o ar u , 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	he lem l a in for fro he im f i ig ing d ds he leg l r la ion be he ies 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 ex a e s ee n p ar ,
	is ing fro 1 5 De be 2 0 1 0. ar m ce m r

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e	4
d o f ire Bo D tor ar c s
2. 1. Pr ice ( in U S D ) t am ou n	T he f he lea ls U S D 2, 6 5 4. 3 2 p h, lus V A T f U S D 4 7 7. 7 8. t o t t e t am ou n se p ay me n q ua er mo n p o
2. 2. Pr ice ( in R U B ) t am ou n	T he lea is R U B 8 0, 5 6 0 p h, lus V A T f R U B 1 4, 5 0 0. 8 0. 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 "L O " ( ) U K I L Le sso r
	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
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 6 1 0 1 4 6 f 1 Fe bru 2 0 0 6 i de ia l p ise ( he ina f he ta t to t t ter t p p en 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	da i h he d he lem l he he i de he for he In Ag Su Ag Le Le t t t a t ta t t to, t to t tem t ac co r nc e w ree me n n p p en ree me n re sso r p rov s sse e p ora ry us e
	2, i de ia l p ise i h a l a f 6 3. 6 m loc d in he bu i l d ing he d dre 3 Po kr ky bu lva b l dg 1, M t t to ta te t t t no n-r es n rem s w rea o a a a ss: ov s r, os co w.
	he lem l he fro bru he lea for f he i de ia l Pu Su Ag Ag 1 Fe 2 0 1 1 t to t ta t to t t, t t t t rsu an p p en ree me n ree me n m ary se p ay me n se o n on -re s n u
	ise i l l inc fro 4, 1 1 0. 1 h, lus A f 1 3, 3 3 9. 8 3, 8 0, 6 0 p h, lus A f R U B 7 7 p V T R U B R U B 5 V T R U B t to t p rem s w rea se m er mo n p o er mo n p o
	1 4, 5 0 0. 8 0.
7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	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 he C ha irm f 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 an o ,
	he Su iso d o f he de de f i isa ion O A h le ic C lu b. Bo In L U K I L t t t n t o t t t p erv ry ar p en n on -p ro rg 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 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

be f he ion d by he 1. Nu t tra t t m r o ns ac a p 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	S 3, 3 3 1 4 p h, lus A f S 4 2 0. 6 8. U D 7. V T U D t er mo n p o
2. 2. ice ( in ) Pr R U B t am ou n	0, 9 3 3. 3 3 p h, lus A f 1 2, 6 8. R U B 7 V T R U B 7 t er mo n p o
f p ies 3. Na t me s o ar	( ) O A O "L U K O I L " Le sso r
	No Pr f i Or isa ion L U K O I L- G A R A N T No S Pe ion Fu d ( Le ) t t ta te n- o g an n- ns n 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 1 0 1 2 2 f 1 4 bru 2 0 0 i de ia l p ise ( he ina f he Le No 7 Fe 7 ta t to t t ter t p p en ree me n ase ree me n o ary on n on -re s n rem s re ") *. "A t g ree me n
6. Su b j f he io t o t tra t ec ns ac n	Pu he Ag he Le i de he Le for he i de ia l p ise i h a l a f 5 6 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 2, th ly d loc d ( d ing he f he f hn ica l ) in ise he No 1, 2 a 3, Bu Te Inv Pr No I o 5 te to t t o t tor t m na me ro om s n a ac co r p as sp or rea u o c en y em s n f loo f Bu i l d ing A he d dre 1 1 Sr ky bu lva M t t ten r o a a ss: e s r, os co w.
	he lem l he fro h he lea for f he i de ia l Pu Su Ag Ag 1 M 2 0 1 1 t to t ta t to t t, t t t t rsu an p p en ree me n ree me n m arc se p ay me n u se o n on -re s n ise i l l inc fro 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, R U B 7 0, 9 3 3. 3 3 p h, lus V A T f t to t p rem s w rea se m er mo n p o er mo n p o R U B 1 2, 7 6 8.
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 d o f O O G A A Fu Bo N N P F L U K I L- R N T. n 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 m em r o an ag em en mm o sp ou se o an r zm u v , M be f he Fu d Bo d o f N O N P F L U K O I L- G A R A 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	he Su lem in for fro he da f s ig ing T tar t e ter to t te p p en y ag 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 a p p rov e	6
d o f ire Bo D tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	he lea ls S 9, 0 4 4. 4, lus A f S 1, 6 2 8. 0 T U D 7 V T U D 5. t e se p ay me n q ua p o
2. 2. ice ( in ) Pr R U B t am ou n	he lea is 2 0, 0 0 0 p h, lus A f 4 8, 6 0 0. T R U B 7 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	k ( ) O A O Ba Pe Le tro n co mm erc e 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 Ag 0 1 0 0 4 1 f 1 2 2 0 0 i de ia l p ise ( he ina f he Le No 5 Jan 5 ta t to t t ter t p p en ree me n ase ree me n o ua ry on n on -re s n rem s re "A "). t 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 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 2, f loc d in he bu i l d ing he d dr kr ky bu lva b l dg 1 8 0. 0 m 3 Po 1, M te t t t o a a a es s: ov s r, os co w.
	In da i h he Su lem l Ag he Ag fro 1 Ap i l 2 0 1 1 he lea i l l inc fro R U B t t ta t to t t, t t w ac co r nc e w p p en ree me n ree me n m r se p ay me n rea se m h ( lus A f ) h ( lus A f ). 2 6 0, 5 9 3. 2 0 p V T R U B 4 6, 9 0 6. 7 8 R U B 2 7 0, 0 0 0. 0 0 p V T R U B 4 8, 6 0 0. 0 0 t to t er mo n p o er mo n 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 Bo d o f D ire f O A O Ba k 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 m em 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 f he i f is im l ly he ha irm f he Le Ar Fe M Co O A O "L U K O I L ", C 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.
	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 eo us a m em r o ar u ,
	ire f O A O k D 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	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
	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

be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	7
d o f ire Bo D tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	he lea is S 8, 4 8 2 2 p h, lus A f S 1, 2 6 9. T U D 7. V T U D 5 7. t t se p ay me n 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 2 5 1, 6 8 6. 6 7 p V A T R U B 4 5, 3 0 3. 6 0. t t se p ay me n er mo n p o
f p ies 3. Na t me s o ar	f ( ) O O O Na Le teg ry an ma rn e az sse e
	O A O "L O " ( ) U K 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 a Ag 0 4 1 1 4 0 f 1 be 2 0 0 4 he lea f n i de ia l p ise ( he ina f he No 5 No ta t to t t t ter t p p en g ree me n ree me n o ve m r on se o on -re s n rem s re
	"A "). t 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 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
	2, f loc d a he d dre kr ky bu lva b l dg he ha i le he bu i l d ing da i h 9 1. 3 m Po 3, 1, M T Le In te t t t t to t t o a a ss: ov s r os co sso r s ac co r nc e w w.
	Su lem l Ag No 0 4 1 1 4 5 0 0 0 0 2 o f 1 M 2 0 0 5, he Le i l l p i de ise in he ive bu i l d ing i h a l a f ta t t t t to ta p p en ree me n ay sse e w rov p rem s g n w rea o

	2 1 0 7. 4 m for tem p ora ry us e. da i h he lem l he fro bru he lea for f he In Su Ag Ag 1 Fe 2 0 1 1 t t ta t to t t, t t t ac co r nc e w p p en ree me n ree me n m ary se p ay me n se o n on u i de ia l p ise i l l inc fro 2 3 1, 5 3 6. 0 0 r b les h, lus V A T f 4 1, 6 7 6. 4 8 r b les 2 5 1, 6 8 6. 6 7 r b les h, t t to t res n rem s w rea se m ou a mo n p o ou ou a mo n , lus f b les V A T 4 5, 3 0 3. 6 0 r p o ou
ds for in d p 7. Gr 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 i f is im l ly be f he V V M M Co O A O "L U K O I L ", 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 u u d o f ire f O O O f Bo D Na tor teg ar c s o ry an ma rn e az
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	he ia l ip la d. No t ter ter t te o r m a ms s u

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e	8
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	U S D 1 3 6, 7 0 5. 3 9
ice ( in ) 2. 2. Pr R U B t am ou n	R U B 4, 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
	ian b l ic Or isa ion ian ion f du ia l is d ( ion ) Ru Pu Ru Un In En Un t tr ts tre ss g an ss o s an p ren eu rs
4. f be f ic iar ies Na me s o ne	-
f ion 5. Na tra t me o ns ac	ion ( he ina f he "). Do Co "C 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	he i l l p i de he ion i h ha i b le is in he for f a do ion f m fun ds in he f T Co Un R U B t t ta tan t t tar t t o mp an rov c r as s ce m o na o on e am ou n y w w y
	4, 0 0 0, 0 0 0. he ion de ke he fun ds ive d for he for f c ha iv i ies in 2 0 1 1. T Un ta to t t ter t t un r s us e re ce p er ma nc e o r ac
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	A lex de i ko lae ic h S ho k h in, be f he d f ire f O A O "L O ", is im l ly he i de f he N Bo D U K I L Pr t tor tan t t o t an r v a me m r o ar o c s o s u eo us es n
	ian b l ic isa ion ian ion f du ia l is d Ru Pu Or 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
	ive d o f he ian b l ic Or isa ion ian ion f du ia l is d Ex Bo Ru Pu Ru Un In En t t t tr ts tre ec u 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 da f fer f fun ds is he da he he de b i d fro he lem T Co 's te tra t t te t t t t a t. o ns o n are m mp an se en cc ou n y w y y

be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	9
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 c iss ion fee is T U S D 1, 9 1 0, 1 5 0. 8 9. te t o ap p rox a am ou n om m
ice ( in ) 2. 2. Pr R U B t am ou n	he im f c iss ion fee is T R U B 5 5, 7 0 0, 0 0 0. te t o ap p ro a am ou n om m x
3. Na f p ies t me s o ar	O A O R I T E K ( Co iss ion Ag ) t mm en
	O A O "L O " ( Su b- 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	b- iss ion ( he ina f he "). Su "C tra t ter t tra t co mm co 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 b- iss ion de ke for ion inv lv ing he le f o i l o he In Co Su Ag t t tra t, t t u ta to tra t t t ac co r nc e w n c co mm en n r s p er m a ns ac o sa o n for ig ke in i bu he ins ion d u ing he fun ds f he Co iss ion Ag ing de iss ion t ts t o t tru t t t t, t e n ma r ow n na me n c s a n s o mm en ac u n r a co mm , lu de d w i h O O O Ur l O i l. tra t c t co n c on c 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.
	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 ta t t t tee tan t em em en eo em u a a m r o an ag mm o s u us a m r o d o f ire f O A O Bo D R I T E K. tor ar 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 h d a 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 un arc an s r eg ar m u , lem i l he ha be le d in fu l l. T he f he iss ion fee is R U B 2 2 0 for h n f o i l s l d, t t ts t t te t o t t ton se en – u n y ve en co mp am ou n co mm ea c e ne o o lus he iss ion fee he ip la d by he leg is la ion f he ian de ion V A T Ru Fe t t t te t te t t t t p on co mm a ra s o ss ra u

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e	1 0
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 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 " ( Gu As ig ) tor ara n s no r ,
	ica ion ( ig ) L U K O I L Am Co t er s rp ora as s ne e
	L U K O I L N O R T H A M E R I C A L L C ( de b de B / C ) tor tra un r nc e
	i i ba k, ( iss ing ba k, d i de he d a dm in is ive ) C N. A. C t tor tra tra t t n n cre un r nc an ag en u
4. Na f be f ic iar ies me ne s o	-
5. Na f ion tra t me o ns ac	Ge l Ag ( he ina f he Ag ) t ter t t ne ra ree me n re ree me n
6. Su b j f he ion t o t tra t ec ns ac	In da i h he Ag C i i ba k, N. A. i de d he d i ion de ha he b l ig ion f Ge t t t, t t t t a t, t t t t t ty ac co r nc e w ree me n n p rov co n s p rec e n re me ag ree s o a s o leu ke ing de he loa da d be lu de d be i i ba k, Pe M Inc 1 Se 2 0 0 9 c C N. A. L U K O I L N O R T H tro t t t te tem tw t m ar n r n ag ree me n p r on c ee n n . u , A C A C d Ge leu ke ing ( he ina f he Ag ), ds he A in he f S M E R I L L Pe M In Lo U D t ty tro t ter t t tra t t o an m ar c. re an ree me n as reg ar nc am ou n i l l be fer d ica ion d l f h is he ize f he b l ig ion f 4 0, 0 0 0, 0 0 0 L U K O I L Am Co O A O tra to t t o t t t t ns re er s rp ora a n as a res s o o a s o w u "L O " u de he f 1 Se be 2 0 0 9 g ing he d isc ha f o b l ig ion by Ge leu ke ing U K I L Pe M In t ty tem tee t t t ty tro t n r su re o p r ua ran rg e o a s m ar c. as a de b de he A d L U K O I L N O R T H A M E R I C A L L C de b de he B / C de he Lo Ag i l l be tor tra tor tra t t w un r nc an as a un r nc s un r an ree me n du d fro S 1 2 0, 0 0 0, 0 0 0 S 8 0, 0 0 0, 0 0 0. U D U D to re ce m
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	Va d im N i ko lae ic h Vo by 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 v ro ov 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 ica ion Bo D L U K O I L Am Co tor t ar c s o er s rp ora
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	C i i ba k, A. ive i ig h is ing in ion i h he f O A O "L O " a ds he A, d a lso he ig h N. U K I L t ts ts t t t ty tra t ts n w a s r ar co nn ec w su re o s r eg ar nc an r ha ise in ion i h he for f o b l ig ion ip la d by he d ire ly l f he le f Ag t t m t t t t t te t t t t o t ay ar co nn ec n on -p er ma nc e o a s s ree me n c as a r esu sa o w u Ge leu ke ing Pe M In t ty tro t m ar c.

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e	1 1
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	U S D 1 4, 5 4 2, 1 9 2
2. 2. Pr ice ( in R U B ) t am ou n	R U B 4 2 0, 8 5 1, 0 3 6. 4 8
3. f p ies Na t me s o ar	O A O "L O " ( As ig ) U K I L s no r

	O Am ica Co ion ( As ig ) L U K I L t er s rp ora s ne e
4. f be f ic iar ies Na me s o ne	-
f ion 5. Na tra t me o ns ac	he fer d f o b l ig ion ( le f c d i for he f e isa b le ds ) ( he ina f he Ag t o t tra tan t t ter t t t o ter t ree me n n ns an ac ce p ce o a s on s o re p ay me n xc g oo re
	Ag ). t ree me n
6. Su b j f he ion t o t tra t ec ns ac	da i h he Ag he As ig fer he As ig l l o f he As ig 's b l ig ion de he Su iss d by In t t t, t tra to t t t t ty ac co r nc e w ree me n s no r ns s s ne e a s no r o a s u n r re ue he As ig 1 Se be 2 0 0 9 in fav f C i i ba k, N. A. for Ge Pe leu M ke ing In ( he ina f he Su ), ds t tem t t ty tro t ter t ty re re reg s no r o n p r ou r o n m ar c. as ar i f he b l ig ion de le f c d i 6 3 6 1 8 2 3 in he f S 2 0 0, 0 0 0, de le f c d i 6 3 6 2 0 3 in No 5 U D No 5 5 ty t t t ter t t t o t ter t sec ur o o a s u n r o re am ou n un r o re he f U S D 1 2, 3 4 2, 1 9 2, d le f c d i No 6 3 6 5 2 1 3 7 in he f U S D 2, 0 0 0, 0 0 0, d a he f Ge t t o t ter t t t o t t t o t ty am ou n an o re am ou n op en e re q ue s leu ke ing Pe M In tro t m ar c.
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	d im i ko lae ic h by be f he Co i f O A O "L O ", is im l ly be f he Va N Vo M U K I L t t t tee tan t v ro ov a m em r o an ag em en mm o s u eo us a m em r o , Bo d o f D ire f L U K O I L Am ica Co ion tor t ar c s o er s rp ora
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	he f he iss ion is im ly f he f he de b be ing fer d. T 1 % t o t te to t t o t t tra am ou n co mm ap p rox a up o am ou n ns re h is Co is d a d c d in da i h he law f he f k. T Ne Yo tra t tru t t t ta te n c g ov ern e n on s e ac co r nc e w s o s o w r

1. be f he ion d by he Nu t tra t t m r o ns ac a p 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	U S D 2 3, 0 0 0, 0 0 0
2. 2. Pr ice ( in R U B ) t am ou n	R U B 6 6 5, 6 2 0, 0 0 0
3. f p ies Na t me s o ar	O A O "L O " ( As ig ) U K I L s no r
	ica ion ( ig ) L U K O I L Am Co As t er s rp ora s ne e
4. Na f be f ic iar ies me s o ne	-
5. Na f ion tra t me o ns ac	Ag he fer d f o b l ig ion ( le f c d i for he f e isa b le ds ) ( he ina f he t o t tra tan t t ter t t t o ter t ree me n n ns an ac ce p ce o a s on s o re p ay me n xc g oo re Ag ). t ree me n
b j f he ion 6. Su t o t tra t ec ns ac	da i h he he ig fer he ig l l o f he ig b l ig ion de he iss d by In Ag As As As 's Su t t t, t tra to t t t t ty ac co r nc e w ree me n s no r ns s s ne e a s no r o a s u n r re ue he As ig 1 Se be 2 0 0 9 in fav f C i i ba k, N. A. for Ge Pe leu M ke ing In ( he ina f he Su ), ds t tem t t ty tro t ter t ty s no r o n p r ou r o n m ar c. re re as reg ar i f he b l ig ion de le f c d i in he f d he f No 6 3 6 5 1 7 5 1 U S D 2 3, 0 0 0, 0 0 0 Ge ty t t t ter t t t o t t t o t ty sec ur o o a s u n r o re am ou n op en e a re q ue s leu ke ing Pe M In tro t m ar c.
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	d im i ko lae ic h by be f he Co i f O A O "L O ", is im l ly be f he Va N Vo M U K I L t t t tee tan t v ro ov a m em r o an ag em en mm o s u eo us a m em r o , Bo d o f D ire f L U K O I L Am ica Co ion tor t ar c s o er s rp ora
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	he f he iss ion is im ly 1 % f he f he de b be ing fer d. T t o t te to t t o t t tra am ou n co mm ap p rox a up o am ou n ns re T h is Co is d a d c d in da i h he law f he f Ne Yo k. tra t tru t t t ta te n c g ov ern e n on s e ac co r nc e w s o s o w r

1. Nu be f he ion d by he t tra t t m r o ns ac a p 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	U S D 1 0 3, 0 0 0, 0 0 0
2. 2. Pr ice ( in R U B ) t am ou n	R U B 2, 9 8 0, 8 2 0, 0 0 0
3. f p ies Na t me s o ar	O A O "L O " ( Gu ) U K I L tor ara n
	ica ion ( ) L U K O I L Am Co Gu t tor er s rp ora ara n
	C i i ba k, A. ( k ) N. Ba t n n
4. f be f ic iar ies Na me s o ne	-

f ion 5. Na tra t me o ns ac	in du ing dm he ( he ina f ") Ag No 1 o Gu "A No 1 t tro ts to t tee ter t ree me n n c am en en ara n re g ree me n
b j f he ion 6. Su t o t tra t ec ns ac	da i h da d be he he for f he b l ig ion f In Gu No 0 9 1 0 5 8 2 1 Se 2 0 0 9, Gu t tee te tem t tor tee t t t ac co r nc e w ara n p r ara n g ua ran s p er ma nc e o o a s o
	Ge leu ke ing d O O A C A C he k l a f n ha S Pe M In L U K I L N R T H M E R I L L Ba U D t ty tro t to t to to ta t o t m ar c. an n a mo un o m or e n
	1 2 0, 0 0 0, 0 0 0.
	Ag 1: Pu No t to t rsu an ree me n
	he l a f g d o b l ig ion i l l be du d U S D 1 0 3, 0 0 0, 0 0 0; t to ta t o tee t to mo un ua ran a s w re ce -
	he fer f "U S 1 2 0, 0 0 0, 0 0 0 " in he las f Se ion 2. 0 1 o f he Gu i l l be de le d a d r lac d w i h a D t t t s ten t t tee te t re en ce o en ce o c ara n w n ep e -
	fer "U S D 1 0 3, 0 0 0, 0 0 0 ". to re en ce
	A l l o he is ion f he Gu i l l r in in for in fu l l m t t tee r p rov s o ara n w em a ce ea su re
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	d im i ko lae ic h by be f he i f is im l ly be f he Va N Vo M Co O A O "L U K O I L ", t t t tee tan t v ro ov a m em r o an ag em en mm o s u eo us a m em r o ,
	Bo d o f D ire f L U K O I L Am ica Co ion tor t ar c s o er s rp ora
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 i l l e in for fro he da f p for f he d i ion de in d ica d in ion f T Se 2 o ta t w ter to t te t t t te t su p p en g ree me n n ce m o er ma nc e o co n s p rec e n c
	Ag 1. No t ree me n

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e	1 4
d o ire Bo f D tor ar c s
2. 1. Pr ice ( in U S D ) t am ou n	U S D 8 0, 0 0 0, 0 0 0
2. 2. Pr ice ( in R U B ) t am ou n	R U B 2, 3 1 5, 2 0 0, 0 0 0
3. f p ies Na t me s o ar	O A O "L O " ( Gu ) U K I L tor ara n
	ica ion ( ) L U K O I L Am Co Gu t tor er s rp ora ara n
	C i i ba k, A. ( k ) N. Ba t n n
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	in du ing dm he ( he ina f ") Ag No 2 o Gu "A No 2 t tro ts to t tee ter t ree me n n c am en en ara n re g ree me n
b j f he ion 6. Su t o t tra t ec ns ac	da i h da d be ( de d by ), he he In Gu No 0 9 1 0 5 8 2 1 Se 2 0 0 9 Ag No 1 Gu t tee te tem t t tor tee t ac co r nc e w ara n p r as am en ree me n ara n g ua ran s
	for f he b l ig ion f Ge leu ke ing d O O A C A C he k l Pe M In L U K I L N R T H M E R I L L Ba t t t ty tro t to t to to ta p er ma nc e o o a s o m ar c. an n a
	f n ha U S D 1 0 3, 0 0 0, 0 0 0. t o t am ou n o m ore n
	Ag 2: Pu No t to t rsu an ree me n
	he l a f g d o b l ig ion i l l be du d U S D 8 0, 0 0 0, 0 0 0; t to ta t o tee t to mo un ua ran a s w re ce -
	he fer f "U S 1 0 3, 0 0 0, 0 0 0 " in he las f Se ion 2. 0 1 o f he Gu ( de d by Ag 1 ) i l l be D No t t t s ten t t tee t re en ce o en ce o c ara n as am en ree me n w -
	de le d a d r lac d w i h a fer "U S D 8 0, 0 0 0, 0 0 0 ". te t to n ep e re en ce
	A l l o he is ion f he Gu i l l r in in for in fu l l m t t tee r p rov s o ara n w em a ce ea su re
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	d im i ko lae ic h by be f he i f is im l ly be f he Va N Vo M Co O A O "L U K O I L ", t t t tee tan t ro ov a m em r o an ag em en mm o s eo us a m em r o v u ,
	Bo d o f D ire f L U K O I L Am ica Co ion tor t ar c s o er s rp ora
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 i l l e in for fro he da f p for f he d i ion de in d ica d in ion f T Se 2 o ta t w ter to t te t t t te t su p p en g ree me n n ce m o er ma nc e o co n s p rec e n c
	Ag 2. No t ree me n

be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	1 5
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	( i ) O A O "L U K O I L " De tor p os
	f i Or isa ion O G A A S ion d ( d ) No Pr L U K I L- R N T No Pe Fu Fu t t ta te n- o g an n- ns n n
4. f be f ic iar ies Na me s o ne	d iv i du ls in d by he i ( ic ip ). In De Pa te t tor t ts a ap p o p os r an
f ion 5. Na tra t me o ns ac	lem l ion f bru ( in fav f e loy l i fe im ion ) Su Ag Pe Ag No 0 8 1 0 1 1 5 2 7 Fe 2 0 0 8 ta t to t t p p en ree me n ns ree me n o ary ou r o mp ee s, e p en s ( 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	he Ag he d a he b l ig ion i de ion he ic ip de ig d by Pu Fu Pa t to t t, t t t to ta te to t t ts te rsu an ree me n n ssu me s o a p rov no n- s p en s co ve rag e r an s na he i de ion ion i h f ixe d p ion i bu ion be de he l p ion f he De No 1 6 "W t tor t t tr t to to t ts t p os n r p en s o p en s c on s m a p ers on a en s a cc ou n o u ic ip f l i fe im ion ". Pa Pa t ts. t o t r an y me n e p en s s he lem l ds he is ion he f fec ive f he ip la d by lau he f fec ive T Su Ag Ag 7. 1. T ta t a t t t ter t t s t te t p p en ree me n me n p rov o n e m o ree me n c se e u f he Ag is b l is he d 2 0 fro he da f i lus ion d ds he ies ' p for f he Pa ter t t ta t te ts t t t m o ree me n es as y ea rs m o co nc an as reg ar r er ma nc e o , b l ig ion ion he ic ip ho ion i bu ion de by he i du ing he f Pa for De t ta te t t ts tr t t tor t o a s o n n on -s p en s co ve rag e o r an m p en s co n s w ere m a p os r w f fec ive f he Ag i l he for d in fu l l by he ies f n i he ha he he i Pa I Pa Pa t ter t t – t t t t t ty t t t ty t ten e m o ree me n un y are p er me r e r r s s en o r r a w r ice i fu l d he Ag lea h be for he ira ion f he f fec ive f he Ag he t ts to ten t t a t t o t t t t t ter t t, t no o n re sa ex ree me n s ne m on e ex p o e m o ree me n Ag i l l be ica l ly de d for he d o he d i ion t w tom t ten t ter t t ree me n au a ex sa me m an n sa me co n s.
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 Fu d Bo d o f N O N P F L U K O I L- G A R A N T. n 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 m em r o an ag em en mm o sp ou se o an r zm , be f he d d o f M Fu Bo N O N P F L U K O I L- G A R A 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 l Ag in for fro he da f i ig ing d ds he leg l r la ion be he Pa ies 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 ex a e s ee n r , is ing fro bru 2 7 Fe 2 0 0 8. ar m ary

be he ion d by he 1. Nu f t tra t t m r o ns ac a p p rov e	1 6
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
f p ies 3. Na t me s o ar	( i ) O A O "L U K O I L " De tor p os
	f i Or isa ion O G A A S ion d ( d ) No Pr L U K I L- R N T No Pe Fu Fu t t ta te n- o g an n- ns n n
4. f be f ic iar ies Na me s o ne	d iv i du ls in d by he i ( ic ip ). In De Pa te t tor t ts a ap p o p os r an
f ion 5. Na tra t me o ns ac	lem l ion f bru ( in fav f for loy l i fe im ion ) Su Ag Pe Ag No 0 8 1 0 1 1 6 o 2 7 Fe 2 0 0 8 ta t to t t p p en ree me n ns ree me n ary ou r o me r e mp ee s, e p en s
	( 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	he Ag he d a he b l ig ion i de ion he ic ip de ig d by Pu Fu Pa t to t t, t t t to ta te to t t ts te rsu an ree me n n ssu me s o a p rov no n- s p en s co ve rag e r an s na
	he De i de ion ion No 1 6 "W i h f ixe d p ion i bu ion be de he l p ion f he t tor t t tr t to to t ts t en en ers en p os u n r p s o p s c on s m a p on a s a cc ou n o
	ic ip f l i fe im ion ". Pa Pa t ts. t o t r an y me n e p en s s
	T he Su lem l Ag ds he is ion he f fec ive f he Ag ip la d by lau 7. 1: he f fec ive ta t a t t t ter t t s t te t t ter p p en ree me n me n p rov on e m o ree me n u c se e m
	f he Ag is b l is he d a fro he da f i lus ion d a ds he ies ' p for f he b l ig ion 2 0 y Pa t t ta t te ts t t t t o ree me n es s ea rs m o co nc an s r eg ar r er ma nc e o o a s ,
	ion f he Pa ic ip for ho ion i bu ion de by he De i du ing he f fec ive ta te t t ts tr t t tor t t on n on -s p en s co ve rag e o r an w m p en s co n s w ere m a p os r e
	f he i l he for d in fu l l by he ies f n i he ha he he i ice i Ag Pa I Pa Pa ter t t – t t t t t ty t t t ty t ten t ts m o ree me n un y are p er me r e r r s s en o r r a w r no on

	fu l d he lea h be for he ira ion f he f fec ive f he he i l l Ag Ag Ag to ten t t a t t o t t t t t ter t t, t t w re sa ex ree me n s ne m on e ex p o e m o ree me n ree me n be ica l ly de d for he d o he d i ion tom t ten t ter t t au a ex sa me m an n sa me co n s.
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 Fu d Bo d o f N O N P F L U K O I L- G A R A N T. n ar
	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 m em r o an ag em en mm o sp ou se o an r zm , be f he d d o f M Fu Bo N O N P F L U K O I L- G A R A N T. ty tsy t a n, a m em r o n ar
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 i ig ing d ds he leg l r la ion be he ies T Su Ag Pa 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 ex a e s ee n r , is ing fro 2 7 Fe bru 2 0 0 8. ar m ary

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e	1 7
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 " ( i ) U K I L De tor p os
	No Pr f i Or isa ion L U K O I L- G A R A N T No S Pe ion Fu d ( Fu d ) t t ta te n- o g an n- ns n n
4. Na f be f ic iar ies me s o ne	In d iv i du ls in d by he De i ( Pa ic ip ). te t tor t ts a ap p o p os r an
f ion 5. Na tra t me o ns ac	Su lem l a ion Ag 0 8 1 0 1 1 f 2 bru 2 0 0 8 ( in fav f for loy f ixe d Pe No 7 7 Fe ta t to t ter p p en g ree me n ns ree me n o ary ou r o me r e mp ee s, m
	ion ) ( he ina f he ") *. "A ter t t p en s re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	Pu he Ag he Fu d a he b l ig ion i de ion he Pa ic ip de ig d by t to t t, t t t to ta te to t t ts te rsu an ree me n n ssu me s o a p rov no n- s p en s co ve rag e r an s na
	he i de ion ion "W i h f ixe d p ion i bu ion be de he l p ion f he De No 1 7 t tor t t tr t to to t ts t p os u n r p en s o p en s c on s m a p ers on a en s a cc ou n o
	Pa ic ip Pa f p ion i l he fun ds he l p ion f a Pa ic ip ha d io d t ts. t o t t t t o t t a te r an y me n en s s u n o n p ers on a en s a cc ou n r an re ex us ov er a p er
	b l is he d by he ( lea f ive ) ". ta t tra t t t es co n c a s y ea rs
	T he Su lem l Ag ds he is ion he f fec ive f he Ag ip la d by lau 7. 1: he f fec ive ta t a t t t ter t t s t te t t ter p p en ree me n me n p rov on e m o ree me n u c se e m
	f he is b l is he d a fro he da f i lus ion d a ds he ies for f he b l ig ion Ag 2 0 y Pa ' p t t ta t te ts t t t t o ree me n es s ea rs m o co nc an s r eg ar r er ma nc e o o a s ,
	ion f he Pa ic ip for ho ion i bu ion de by he De i du ing he f fec ive ta te t t ts tr t t tor t t on n on -s p en s co ve rag e o r an w m p en s co n s w ere m a p os r e f he i l he for d in fu l l he ies f n i he ha he he i ice i Pa I Pa Pa
	by Ag ter t t – t t t t t ty t t t ty t ten t ts m o ree me n un are p er me r e r r s s en o r r a w r no on y fu l d he lea h be for he ira ion f he f fec ive f he he i l l to ten t t a t t o t t t t t ter t t t w
	Ag Ag Ag t, re sa ex ree me n s ne m on e ex p o e m o ree me n ree me n be ica l ly de d for he d o he d i ion tom t ten t ter t t au a ex sa me m an n sa me co n s.
7. Gr ds for in d p ta tus ter te ty es ou n s as an 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 em em en eo em an r zm a a m r o an mm o s u us a m r o
	n, ag d d o f O O G A A Fu Bo N N P F L U K I L- R N T. n 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 m em r o an ag em en mm o sp ou se o an r zm
	, M be f he Fu d Bo d o f N O N P F L U K O I L- G A R A 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	he Su lem l Ag in for fro he da f i ig ing d ds he leg l r la ion be he ies T Pa 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 ex a e s ee n r ,
	is ing fro bru 2 7 Fe 2 0 0 8. ar m ary

be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	1 8
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. 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 " ( De i ) tor p os
	f i isa ion ion d ( d ) No Pr Or L U K O I L- G A R A N T No S Pe Fu Fu t t ta te n- o g an n- ns n n
f be f ic iar ies 4. Na me s o ne	d iv i du ls in d by he i ( ic ip ). In De Pa te t tor t ts a ap p o p os r an
ion 5. Na f tra t me o ns ac	lem l l ion ( he ina he ") *. Su Ag De Pe Co No 9 9 4- 5 1 5 o f 1 4 Au 2 0 0 0 f "C ta t to ta tra t t ter t tra t p p en ree me n cre ns n c g us re on c
6. Su b j f he ion t o t tra t ec ns ac	Pu he Co he Fu d u de ke he b l ig ion ion is i de d he in d iv i du ls de ig d t to t tra t, t ta t t ta te to t te rsu an n c n n r s o a s o n n on -s p en s co ve rag e p rov a s na by he i ( he ic ip ") d ing he du d he d d i ion for h by he leg is la ion f he De "P t tor t t ts to t t ter t t t t t t p os ar an ac co r p ro ce re an on ms an co n s s e o Ru ian Fe de ion ion d he Pe ion Ru les f he Fu d. t ta te t t ss ra on no n- s p en s co ve rag e a n ns o n
	da i h he lem l he is ion he f fec ive f he ip la d by in is In Su Ag Co 7. 1 t t ta t, t t t ter t tra t s t te t ac co r nc e w p p en ree me n p rov o n e m o n c u p o de d: he f fec ive f he Co is b l is he d a 2 0 y fro he im f i lus ion d a ds he for t t ter t tra t ta t t ts t am en e m o n c es s ea rs m e o co nc an s r eg ar p er ma nc e , by he ies f he ir b l ig ion i de ion he ic ip ion ium for h ic h Pa Pa t t t t to ta te to t t ts, r o o a s p rov n on -s p en s c ov era g e r an p en s p rem s we re w i bu d by he i du ing he f fec ive f he Co i l he ha be d isc ha d in fu l l by he ies f De Pa I tr te t tor t t ter t tra t – t t t t co n p os r e m o n c u n y ve en rg e r i he ha he he i ice de l in ing d he lea h be for he f he Pa Pa Co t ty t t t ty t ten t to ten t tra t a t t o t t ter t ne r r s s en o r r a w r n o c ex n c s ne m on e m o Co ire he Co i l l be ica l ly de d for he d o he d i ion tra t e t tra t w tom t ten t ter t t n c xp s, n c au a ex sa me m an n sa me co n s.
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 Fu d Bo d o f N O N P F L U K O I L- G A R A N T. n ar 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 m em r o an ag em en mm o sp ou se o an r zm , be f he d d o f M Fu Bo N O N P F L U K O I L- G A R A N T. ty tsy t a n, a m em r o n ar
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 ds he leg l r la ion be he ies T Su Ag Pa 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 ex a e s ee n r , is ing fro 1 4 Au 2 0 0 0. t ar m g us

be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	1 9
d o f ire Bo D tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	S 1 9 3. 2 3 p h, lus A f S 2 8, 4 0 2. 8 U D 5 7, 7 V T U D 7 t er mo n p o
ice ( in ) 2. 2. Pr R U B t am ou n	h, lus f R U B 4, 4 4 8, 1 9 1. 2 4 p V A T R U B 8 0 0, 6 7 4. 4 3 t er mo n p o
f p ies 3. Na t me s o ar	d ing ( ) O O O L U K O I L Tr Ho Le a us e sse e
	O A O "L O " ( ) U K 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	lem l f i de ia l ise ( he ina f he Su Ag Le Ag No 0 9 1 0 3 5 2 1 Ju 2 0 0 9 ta t to t t ter t p p en ree me n ase ree me n o ne 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 for he f he i de ia l p ise i h a l a f Pu Le Le t to t t, t t tem t t t to ta rsu an ree me n sso r p ro v s p ora ry us e o sse e n on -re s n rem s w rea o
	2, in he bu i l d ing he d dre kr ky bu lva b l dg ( he ina f he "b i l d ing "). 2, 8 0 8. 3 m 3 Po 1, M 1 0 1 0 0 0 t t t ter t a a ss: ov s r, os co re w u
	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
	2 h he i l l p i de he i de ia l p ise i h a l a f he for 1 M 2 0 1 1 Le 2 6. 5 m Le t t t t to ta to t tem - o n arc sso r w rov no n-r es n rem s w rea o sse e p ora ry us e,
	i f ica l ly 1 9 in ise 1 o he d f loo f he bu i l d ing 5 No t t sp ec ro om p rem s n se co n r o ;
	2. he l a f a l l p ise fro h i l l be 1 M 2 0 1 1 w 2, 9 9 4. 1 m t to ta rea o rem s m arc -
	fro 1 M h 2 0 1 1 he lea for l l p ise lea d u de he Ag i l l inc fro R U B 4, 4 0 8, 3 2 8. 9 4 p h t t t t w t m arc se p ay me n a rem s se n r ree me n rea se m er mo n - ( lus f ) h ( lus f ). V A T R U B 7 9 3, 4 9 9. 2 1 R U B 4, 4 4 8, 1 9 1. 2 4 p V A T R U B 8 0 0, 6 7 4. 4 3 to t p o er mo n p o

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 Su lem l Ag in for fro he im f i ig ing d ds he leg l r la ion be he ies 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 ex a e s ee n p ar is ing fro h 1 M 2 0 1 1. ar m arc

be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	2 0
Bo d o f D ire tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	U S D 5 9 8, 3 8 0. 8 5
ice ( in ) 2. 2. Pr R U B t am ou n	R U B 1 7, 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 ( 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	Do ion Co ( he ina f he "C ") t tra t ter t tra t re na n c on c ,
6. Su b j f he ion t o t tra t ec ns ac	T he Co ha l l p i de he As ia ion i h a do ion in f R U B 1 7, 0 0 0, 0 0 0 in de ize d c du he V t t t t t o to t t mp an y s rov so c w na an am ou n or r org an an on c
	Sp k ia d ( i ion ) f O Gr loy fro 2 9. 0 6. 2 0 1 1 0 2. 0 2 0 1 1. L U K I L 7. ta ts t t to ar sp or co mp e o ou p em p ee s, m
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 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 em en mm o s eo us a m em r o v u
	ag , 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
O he ia l f he ion 8. t ter ter t tra t r m a ms o ns ac	he da f w ire fer ha l l be he da he he fun ds de b i d fro he Co 's lem he As ia ion T T te -tr t te t te t t t t a t. t o an s s w n a re m mp an y se en cc ou n so c
	de ke i de he Co by 3 0 Au 2 0 1 1, i h a he f he fun ds i de d, d r he fun ds ive d ta to t t t t o t t tur t un r s p rov mp an y, g us w re p or n us e o p rov an e n re ce
	ho l d he ia ion fa i l he i d fun ds for he ip la d. As t t to t t t te s u so c us e sa p urp os es s u

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e	2 1
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, 3 0 9. 5 7 p lus V A T f U S D 2 3 5. 7 0 o
2. 2. Pr ice ( in R U B ) t am ou n	R U B 3 6, 8 2 5, lus V A T f R U B 6, 6 2 8 p o
3. f p ies Na t me s o ar	O O O O d ing ( ) L U K I L Tr Ho Bu a us e y er
	( l ler ) O A O "L U K O I L " Se
be ic iar ies 4. Na f f me s o ne	-
5. Na f ion tra t me o ns ac	Sa le– ha ( he ina f he "C ") tra t ter t tra t p ur c se 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 Se l ler de ke fer d he de ke d p for he fo l low ing ds In Bu t t tra t, t ta to tra t ta to t a t ac co r nc e w n c un r s ns an y er un r s ac ce p n ay g oo ,
	he du d by he da b l is he d by he l bu f he l lec ion ia l c i for f Co "S t to t t tes ta t tra t: t t te p ur su an p ro ce re an e s n c an a m o co p ec orp ora un ms o
	O A O "L O "" d in he for f a in b l ica ion d a lec ic log f p l p ion ip de d U K I L te t t p t tro ta tec t t r ex ec u m o p r u an n e n ca ue o ers on a ro eq u me n ec or , ,

	C ( he ina f he "G ds "). D- R ter t on a re oo
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 i l l e in for fro he da f i ig ing by he ies d w i l l r in in for i l he ies ha d isc ha d T Co Pa Pa tra t w ter to t te ts t t t t t n c n ce m o s n r an em a ce un r ve rg e , he ir b l ig ion in fu l l. t t o a s

be he ion d by he 1. Nu f t tra t t m r o ns ac a p p rov e d o f ire Bo D tor ar c s	2 2
2. 1. Pr ice ( in U S D ) t am ou n	T he fee i l l be U S D 4, 2 6 2, 8 7 7. 4 4 s w
2. 2. ice ( in ) Pr R U B t am ou n	he fee i l l be 1 2 0, 0 0 0, 0 0 0 T R U B s w
3. f p ies Na t me s o ar	O A O bo lny lu b Sp k- kv [ Sp k ba l l C lu b ] ( he C lu b ) Fu K M M Fo t ta ta t t ar os a ar os co w o
	O A O "L U K O I L " ( Sp ) on so r
4. Na f be f ic iar ies me s o ne	-
f ion 5. Na tra t me o ns ac	Sp h ip Ag ( he ina f he "A "). t ter t t on so rs ree me n re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	de he Ag he Sp i de h ip is he C lu b a im d a ing he C lu b 's fes ion l s Un t t, t tan to t t p t tsm r ree me n on sor p rov s s p on so rs ass ce e rep ar p ro s a p or en
	for ion l c i ion ( he Ru ian C ha ion h ip, he Ru ia Cu ) d in ion l c i ion in da i h he f f ic ia l t t t t t ter t t t t t na a om p e s ss mp s ss p an na a om p e s ac co r nc e w o
	h s he du le, f d is i bu ion f he Sp 's dv is ing in da i h he Ag tc ter tr t t t t t t. ma c on ms o o on so r a er ac co r nc e w ree me n
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	i d l do ic h du be f he i f is im l ly he ha irm f he Le Ar Fe M Co O A O "L U K O I L ", C 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
	Bo d o f D ire f O A O Fu bo lny K lu b Sp k- M kv d h is br he An dr i Ar l do ic h Fe du is be f he Bo d o f tor t ta t t ar c s o ar os a, an o r, e no v n, a m em r o ar
	ire f bo lny lu b k- kv D O A O Fu K Sp M tor t ta c s o ar os a.
	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 bo lny lu b Sp k- kv Bo D Fu K M tor t ta ar c s o ar os a.
	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 m em r o an ag em en mm o sp ou se o an r zm , M be f he Bo d o f D ire f O A O Fu bo lny K lu b Sp k- M kv ty tsy t tor t ta a n, a m em r o ar c s o ar os a.
	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 bo lny lu b k- kv D O A O Fu K Sp M tor t ta c s o ar os a
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	A he Sp 's he C lu b i l l p i de ho h ic d i de ia ls f irm ing he C lu b 's for f i t t t, t tog ter t ts on so r req ue s w rov p rap an v o ma co n p er ma nc e o b l ig ion de he Co t t tra t. o a s u n r n c

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e	2 3
Bo d o f D ire tor ar c s
2. 1. Pr ice ( in U S D ) t am ou n	T he dra f ls U S D 5 3, 3 6 1, 7 9 2. 9 6 t a t e ov er mo un q ua
ice ( in ) 2. 2. Pr R U B t am ou n	he dra f ls T R U B 1, 5 0 0, 0 0 0, 0 0 0 t a t e ov er mo un q ua

3. Na f p ies t me s o ar	O A O Ba k Pe ( Le de ) tro n co mm erc e n r
	( ) O A O "L U K O I L " Bo 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	dr f k i h i de l i f ( he ina f he Ov Ba Ac Ag Re Le En No 0 4 1 0 8 2 8 1 Ju 2 0 0 4 t a t to t t w t t t ty ter t er a g ree me n n co un ree me n a s n g a o ne 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 k lem in he ian ion l c ( he Ac ) d In Ba Ru t t t, t t t t a t t t t t ac co r nc e w ree me n n op en s a se en cc ou n ss n a a ur ren cy co un an i de lem d c h s ice he d p he du ip la d by he f fec ive leg is la ion f he Ru ian t t t a t ter t to t t te t t t t p rov s s e en n as erv s o n ms an ur su an p ro ce re s u e o ss de ion he la f he k o f ia, d he Ag Fe Ba Ru t t tor ts t t t. ra re g u y ac o n ss an ree me n , Pu he Ov dra f he Cr d i de ke d i he Bo 's Ac he Cu dra f l im i t to t t a t, t tor ta to t t t u to t t o t t rsu an er g ree me n e un r s cre rro we r co un p rre n ve r b l is he d by he d i hr h he ion f p do f he in he bs f fun ds ins f f ic ien fun ds Cr Bo ta t tor t t t t ts t t t es e ou g ex ec o ay me n cu me n o rro we r a en ce o or u u he Bo 's Ac d he Bo de ke he Ov dra f ive d, in for he f he t t, t ta to tur t ts to ter t t t on rro we r co un an rro we r u n r s re n er rec e p ay es us e o dra f d ke he he d i in he d ing he du d o he ip la d by Ov Cr ts, to t ts to t tor t t, to t t ter t te er an ma an o r p ay me n e am ou n ac co r p ro ce re an n ms s y u he Ov dra f t t a t. er g ree me n
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 m em 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 f he i f is im l ly he ha irm f he Le Ar Fe M Co O A O "L U K O I L ", C 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. i l iev ic h i k ha i lov be he d o ire is im l ly be he d o Se An M f Bo f D f O A O "L U K O I L ", f Bo f to t tor tan t rg e a a m em r o ar c s o s eo us a m em r o ar u , 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	he i l l p he d i in for he f a dr f i de d u de he dra f in he f he T Bo Cr Ov Ov t tor ter t t t p t t a t t t o t rro we r w ay e es us e o n er a rov n r er g ree me n am ou n f ina ing in ( he ba k r ) b l is he d by he Ba k o f Ru ia for he ire f fec ive f he Ov dra f ter t r te t te ta t t t t ter t t a t. re nc es a n a es n ss en e m o er g ree me n he dr f i l l be i de d by he d i he i de d he is du de b dra f d /or in T Ov Cr Bo ts t tor to t t t o t a ter t er a p rov e rro we r, p rov re no ov er e n an o ve r n es w de he Ov dra f d /or he loa lu de d w i h he Cr d i t t a t a t ts t t tor un r er g ree me n n o r n a g ree me n co nc e he dr f i l l e in for fro he da f s ig ing T Ov t a t w ter to t te er a g ree me n n ce m o n

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e	2 4
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 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	-
5. Na f ion tra t me o ns ac	Su lem l Ag Ba k Ac Ag i h Re i de Le l En i No 0 4 1 0 8 2 8 f 1 Ju 2 0 0 4 ( he ina f he ta t to t t w t t t ty ter t p p en ree me n n co un ree me n a s n g a o ne 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 k lem in he ian ion l c ( he ) d In Ag Ba Ru Ac t t t, t t t t a t t t t t ac co r nc e w ree me n n op en s a se en cc ou n ss n a a ur ren cy co un an
	i de lem d c h s ice he d p he du ip la d by he f fec ive leg is la ion f he ian Ru t t t a t ter t to t t te t t t t p rov s s e en n as erv s o n ms an ur su an p ro ce re s u e o ss
	Fe de ion he la f he Ba k o f Ru ia, d he Ag t t tor ts t t t. re ree me ra g u y ac o n ss an n ,
	he in ion be he Co d he k du ing he for by he k f p fro / de i he Ac T Ba Ba ter t tw t t t t ts ts to t t ac ee n mp an y an n r p er ma nc e n o ay me n m p os co un
	la d by he Su lem l Ag te t ta t. are re g u p p en ree me n

	he he de b i ing f c h fro he he f ic ip ( leg l e i ies ha T Co Co 's Ac Sy Pa to t t t t to t ts tem t ts t t t t mp an ag ree s o as m mp an co un ac co un o s r an a n y y Co bs i d iar ies ia ies h ic h ha lu de d he ia i h he k ) in he Ba te t te ts t t t ts are mp an y su or as so c co mp an w ve co nc ap p rop r ag ree me n w n am ou n , do bu d ing he l im i b l is he d for he ic ip d g ive he Sy Pa to te t ts, t n t e t t ts ta t tem t ts, t ne ce ssa ry ex ec p ay me n cu me n o xc ee p ay me n es s r an an s u k he ig h dr f de be ha l f o f he Co for he fer f c h fro he Co 's Ac he Ba t t to t p t o t t tra t t to t ts n r a ay me n r rs on mp an y ns o as m mp an y co un ac co un f Sy Pa ic ip in da i h he is ion f he Su lem l a tem t ts t t t ta t. o s r an ac co r nc e w p rov s o p p en g ree me n
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 m em 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 f k D 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	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 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

1. be f he ion d by he Nu t tra t t m r o ns ac a p 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	No f ina ia l ip la d. 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 O O O d ing ( ic ip ) L U K I L Tr Ho Pa t t a us e r an ( ) O A O "L U K O I L " Co mp an y
be ic iar ies 4. Na f f me s o ne	-
5. Na f ion tra t me o ns ac	Ag t ree me n
6. Su b j f he ion t o t tra t ec ns ac	he Ag b l is he he leg l s f he be i d by he ies he de he is ing ip l T Pa t e ta t ta tus t ts to t te t t to t t t ree me n s s a o p ay me n re m r on e a no r u n r ex re c ro ca loa da d be d da d be No 0 5 1 0 9 7 6 2 9 Se 2 0 0 5 a No 0 6 1 0 9 3 3 2 5 Oc 2 0 0 6. ts te tem te to n a g ree me n p r n r
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 he br he f A lex de Se ic h 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 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	he f fec f h is Ag ly he fer f p inc ip l de b de loa d do d is T t o t t o t tra t o t u ts, t c e ree me n n co ve rs ns or re p ay me n r a n r n a g ree me n an es no ov er an ds d loa in h is in he da i ig ing by he ies d w i l l for fer f a T Ag f fec fro Pa t g tra ter t. t e ter to t t te ts t t e es ree me e no rou n a ns o cc ru n n n s m s n r an , los f fec f he for f a l l o b l ig ion f he ies de he loa d h is Ag he i la b i l i f Pa T t a ter t t t t t ts t t. ty e e p er ma nc e o a s o r un r n ag ree me n an ree me n av a o du ly ig d loa is da d i ion for he in f fec f h is Ag ts tor t t try to t o t t. s ne n a g ree me n a m an y co n en e ree me n

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e	2 6
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. 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 ( ic ip ) R I T E K Pa t t r an
	O A O "L U K O I L " ( Co ) mp an y

4. f be f ic iar ies Na me s o ne	-
f ion 5. Na tra t me o ns ac	Ag t ree me n
b j f he ion 6. Su t o t tra t ec ns ac	h is b l is he he leg l s f he be i d by he ies he de he is ing ip l T Ag Pa t e ta t ta tus t ts to t te t t to t t t ree me n s s a o p ay me n re m r on e a no r u n r ex re c ro ca loa No 0 8 1 0 8 4 3 da d 1 3 Oc be 2 0 0 8 a d No 0 9 1 0 1 2 3 da d 2 3 M h 2 0 0 9. ts te to te n a g ree me n r n arc
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 he i is im l ly be he V V M f M Co f O A O "L U K O I L ", f 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 u u d o f ire f O A O Bo D R I T E K. tor ar 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 f fec f he ly he fer f p inc ip l de b de loa d do d is T Ag t o t t o t tra t o t u ts, t c e ree me n n co ve rs ns or re p ay me n r a n r n a g ree me n an es no ov er an ds for fer f a d loa in T h is Ag in f fec fro he da i ig ing by he Pa ies d w i l l t g tra ter t. t e ter to t t te ts t t no rou n a ns o cc ru e n es ree me n n s e m s n r an , los f fec f he for f a l l o b l ig ion f he ies de he loa d h is he i la b i l i f Pa Ag T t a ter t t t t t ts t t. ty e e p er ma nc e o a s o r un r n ag ree me n an ree me n av a o du ly ig d loa is da d i ion for he in f fec f h is Ag ts tor t t try to t o t t. s ne n a g ree me n a m an y co n en e ree me n

be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	2 7
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
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 R I T E K
	O A O "L U K O I L "
4. f be f ic iar ies Na me s o ne	-
f ion 5. Na tra t me o ns ac	Ag t ree me n
b j f he ion 6. Su t o t tra t ec ns ac	he ies d f lec in he he in l ly l ie d he la ion be he ies du ing he io d T Pa Ag Pa t to t t t t ter t r te tua to t t tw t t t r ag ree re ree me n es a ac ap p re s ee n r r p er fro 1 3 Oc be 2 0 0 8 a d 3 1 De be 2 0 1 0 ba d o Lo Ag No 0 8 1 0 8 4 4 da d 1 3 Oc be 2 0 0 8. to t te to m r n ce m r se n an ree me n r
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. 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 ta t t t tee tan t em em en eo em u a a m r o an ag mm o s u us a m r o d o f ire f O A O Bo D R I T E K. tor ar 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 f he in for he ire f fec ive io d o f he ip la d in d ix he T Lo Ag Ap No 1 Ag t o t ter t r te t t t t t s t te to t t am ou n es a en e p er an ree me n p en ree me n u ls 7. 0 0 % T h is Ag i l l e in for fro he im f i ig ing by he Pa ies T he f fec f he Ag i l l c t w ter to t t ts t t t o t t w eq ua ree me n n ce m e o s n r e ree me n ov er he la ion be he ies is ing fro he im f c lus ion f he Pa Lo Ag t t tw t t t t t t. re s ee n r ar m e o on c o an ree me n

1. Nu be f he ion d by he t tra t t m r o ns ac a p p rov e	2 8
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 R I T E K
	O A O "L U K O I L "
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	Ag t ree me n
j 6. Su b f he ion t o t tra t ec ns ac	T he Pa ies d f lec in he Ag he in l ly l ie d he la ion be he Pa ies du ing he io d t to t t t t ter t r te tua to t t tw t t t ree re ree me es re ee er r ag n a ac ap p s n r r p fro 1 3 Oc be 2 0 0 8 a d 3 1 be 2 0 1 0 ba d o Ag 0 8 1 0 8 4 3 da d 1 3 Oc be 2 0 0 8. De Lo No to t te to m r n ce m r se n an ree me n r
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. 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 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
	d o f ire f Bo D O A O R I T E K. tor 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 f in d e f fec ive io ds f e h o f he in la ion he Lo Ag ive in Ap d ix No 1 ts ter t r tes t t t to t t a to am ou n o es a an p er o ac m re an ree me n re g n p en he Ag h is Ag i l l e in for fro he im f i ig ing by he ies he f fec f he Ag i l l T Pa T t t. t w ter to t t ts t t t o t t w ree me n ree me n n ce m e o s n r e ree me n he la ion be he Pa ies is ing fro he im f c lus ion f he Lo Ag t t tw t t t t t t. co ve r re s ee n r ar m e o on c o an ree me n

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e	2 9
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 k ( k ) Ba Pe Ba tro n co mm erc e n
	O A O "L U K O I L " ( C l ien ) t
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 a k Ac Ag i h i de leg l e i 0 4 1 0 8 2 8 f 1 2 0 0 4 ( he ina f he Ba No Ju ta t to t t w t t t ty ter t p p en g ree me n n co un ree me n a res n a n o ne re
	"). "A t 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 Ba k o lem in he f he Ru ian Fe de ion ( he Ac ) d t t t, t t t t a t t t t t t ac co r nc e w ree me n n p en s a se en cc ou n cu rre nc y o ss ra co un an
	i de lem d c h s ice he d p he du ip la d by he f fec ive leg is la ion f he ian Ru t t t a t ter t to t t te t t t t p rov s s e en n as erv s o n ms an ur su an p ro ce re s u e o ss
	Fe de ion he la f he Ba k o f Ru ia, d he Ag t t tor ts t t t. ra re g u y ac o n ss an ree me n ,
	he lem l he l ien he k a d he k a he b l ig ion de b i fun ds Pu Su Ag C Ba Ba t to t ta t, t t e t t t t to t m tar rsu an p p en ree me n ng ag es n n n ssu me s o a on e y
	fro he C l ien 's lem i d w i ho b i l l o f a fro he C l ien he f M S t t t t t a t p t t a tan t t o t t r ts ta te m se en cc ou n a u n cc ep ce m n p ay me n eq ue s o os co w
	i ise do ka l – do by ( he ina f he d i "). Un En M De M "C tar ter tm t t ter t tor y p r os vo na p ar en os ov o s re re
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 m em 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 f he i f is im l ly he ha irm f he Le Ar Fe M Co O A O "L U K O I L ", C 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.
	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 e a a m em r o ar c s o s eo us a m em r o ar u
	rg , ire f O A O k D Ba Pe tor tro c s o n co mm erc e.
O he ia l f he ion 8. t ter ter t tra t r m a ms o ns ac	he lus ion f Ag / da d bru be he C l ien d he Cr d i he ly f w T No 2 2 3 1 7 7 1 1 1 0 0 7 6 2 Fe 2 0 1 1 t te tw t t a t tor t ter co nc o ree me n ary ee n n e on su p p o a d f w he ic ip l s ( he ina f he "A da d 2 Fe bru 2 0 1 1 ") is ds for he tan te ter to t ter t t te t an ac ce p ce o as wa m un a ew er re g ree me n ary g rou n lus ion f he lem l he lem l in for fro he im f i ig ing d ha l l Su Ag T Su Ag t ta t. ta t e ter to t t ts co nc o p p en ree me n p p en ree me n n s ce m e o s n an s , in in for i l he ina ion f he Ag da d 2 Fe bru 2 0 1 1. t t ter t t t te rem a ce un m o ree me n ary 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 a p p rov e	3 0
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 O O L U K O I L Tr d ing Ho ( L ice ) a us e ns ee
	( ice ) O A O "L U K O I L " L 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 ice ing f ( he ina f he "). * Su L Ag No 1 0 1 0 4 8 3 o 1 9 Au 2 0 1 0 "A ta t to t t ter t t p p en g ree me n ns ree me n g us 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 L ice he L ice he ig h ie he hn ica l s da ds "W k t t t, t ts t t t to tar ts t tec tan e w ree me ee e p se ac co r nc n ns or g ran ns r us rop r y as r or –
	lo he i h he O A O "L O " log " ( he ina f he "T hn ica l S da ds "). U K I L t t t ter t tan c s w o re ec 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
	in f he Ag is in ion h ic h he ice ha he ig h du he hn ica l 2. 3 o L Te t t t t o t t to t t t to t p o ree me n se u a n ew ve rs p ur su an w ns ee s r rep ro ce c - ,
	S da ds i ho l im i ion he be f c ies d i de ies f he Te hn ica l S da ds ic ip tan t t ta t to t to t tan to tra tor to t te r w u as nu m r o op an p rov co p o c r co n c s p ar a ,
	in de du d s k c lo he ten t r p ro ce res an ew or s; w
	in 4. 4 o f he Ag d ds he b l ig ion f he L ice ke Re is f ho l de f he Te hn ica l S da ds t t t a t t t to ter t tan p o ree me n o a s o ns ee ep a g o rs o c 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 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
	b bo in, be f he i f d ing Su M Co O O O L U K O I L Tr 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 ds he leg l r la ion be he ies T Su Ag Pa 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 ex a e s ee n r ,
	is ing fro 1 9. 0 8. 1 0. ar m

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e d o f ire Bo D tor ar c s	3 1
ice ( in ) 2. 1. Pr U S D t am ou n	U S D 2 1 3, 0 6 8. 1 8.
ice ( in ) 2. 2. Pr R U B t am ou n	R U B 6, 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
	ion l As ia ion f de ion Or isa ion f O A O "L O " ( A O ) In Tr -U U K I L I T U ter t t t na a so c o a n 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	ion ( he ina f he "). Do "A t t ter t t na ag ree me n re g ree me n

6. Su b j f he ion t o t tra t ec ns ac	Tr fer by he Co f a i bu ion f R U B 6, 0 0 0, 0 0 0 I A T U O for he f p ing hy ica l f i d p lar t tr t to t t tne an s mp an y o co n o p urp os es o rom o p s ss an op u ts. sp or
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 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 da he he fun ds de b i d fro he lem i l l be he da f p for f he T Co 's t tar te t t t t a t w t te t n m on e a re m mp an se en cc ou n o er ma nc e o y w y y Co 's b l ig ion A O de ke i de he Co i h a he f fer d fun ds by 3 0 I T U Ju t o t ta to t t t o t tra mp an y p ay me n a s. un r s p rov mp an y w re p or n us e o ns re ne f he fun ds d for he ha he ir de ig d p de ke he ive d. 2 0 1 2. I I A T U O t t t t te ta to tur t t r 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 ec e

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e	3 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 im f c iss ion fee is U S D 1, 2 7 8, 4 0 9. 0 9. 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 6, 0 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
f be f ic iar ies 4. Na 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 fee d he ins ion f he Pr inc ip l t t tra t, t t u ta t tru t t to t ac co r nc e w n c mm en n r s a an on c s o a ca rry o u ion he le he l m ke f he inc ip l i l ( he ina f he ds "), in i d a he f Pr 's "g tra t t t ter t o t ter t ts t t ns ac s o n sa on ex na ar a o re oo ow n n am e a n ex p en ses o he Pr inc ip l, f F O B Ka ( O bs ka ba ) d /or F O B M k. t ter a on ms o me nn y y a g u an urm an s
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 V V M M U K I L 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 Bo d o f D ire f O A O R I T E K. tor 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 Co in for fro he im f i ig ing d i l l r in in for i l 3 0 Ju 2 0 1 2, d ds l tra t e ter to t t ts t tua n c n s ce m e o s n a n w em a ce un ne 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 1 8 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 f 1 8 % f he f he iss ion fee t t te t t o t y ers p a ra o o am ou n co mm ,

be f he ion d by he 1. Nu t tra t t m r o ns ac ap p rov e	3 3
d o f ire Bo D tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	he lea is S 2, 2 3 4. 0 2 p h, lus A f S 4 0 2. 1 2. T U D V T U D t t se p ay me n 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 6 2, 9 1 0 p V A T R U B 1 1, 3 2 3. 8 0. t t se p ay me n er mo n p o

f p ies 3. Na t me s o ar	( ) O A O "L U K O I L " Le sso r
	O O O G i ie ion ( ) N K Ra Re Le t zv g ov sse e
4. f be f ic iar ies Na me s o ne	-
f ion 5. Na tra t me o ns ac	lem l i de ia l p ise f ( he ") *. Su Ag Le Ag No 0 8 1 0 6 6 0 o 1 Au 2 0 0 8 "A 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
b j f he ion 6. Su t o t tra t ec ns ac	2, he he lea for he f he i de ia l p ise i h a l a f Pu Ag Le Le 4 6. 6 m 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 6 a d loc d ( d ing he f he f hn ica l ) in ise he 1 No 5, 7, Bu Te Inv Pr No I o 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 loo he bu i l d ing he d dr kr ky bu lva bu i l d ing f f 3 Po 1, M t t t r o a a es s: ov s r, os co w. da i h he Su lem l Ag fro 0 1. 0 8. 1 1 he lea i l l be de d fro 0, 0 9 4 h In R U B 7 7. 7 p t t ta t, t t w t ac co r nc e w p p en ree me n m se p ay me n cre ase m er mo n ( lus V A T f R U B 1 2, 6 1 7. 5 4 ) R U B 6 2, 9 1 0 p h ( lus V A T f R U B 1 1, 3 2 3. 8 0 ). 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	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 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 d o f ire f i ie ion Bo D O O O N G K Ra Re tor t ar c s o g ov zv
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 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 a p p rov e d o f ire Bo D tor ar c s	3 4
2. 1. Pr ice ( in U S D ) t am ou n	U S D 1 4 3, 1 5 7. 6 4 p h, lus V A T f U S D 2 5, 7 6 8. 3 8. t er mo n p o
2. 2. Pr ice ( in R U B ) t am ou n	R U B 4, 0 5 7, 0 8 7. 5 0 p h, lus V A T f R U B 7 3 0, 2 7 5. 7 5. t er mo n p o
f p ies 3. Na t me s o ar	d ing ( ) O O O L U K O I L Tr Ho Le a us e 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	lem l f i de ia l ise ( he ina f he Su Ag Le Ag No 0 9 1 0 3 5 2 1 Ju 2 0 0 9 ta t to t t ter t p p en ree me n ase ree me n o ne 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 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 2, loc d in he bu i l d ing he d dre kr ky bu lva bu i l d ing ( he ina he i l d ing "). f 2, 9 9 4. 1 m Po 3, 1, M f "B te t t t ter t o a a a ss: ov s r os co re w u
	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
	he i l l r d he i l l a de l o f fer he i de ia l p ise i h 3 1 M 2 0 1 1 Le Le t tur t t u toc tra t t t - o n ay sse e w e n an sso r w cc ep n r a p ro o ns n on -re s n rem s w a 2, l a f 9 3. 1 m i f ica l ly No 7 0 loc d ( d ing he f he Bu f Te hn ica l Inv ) in Pr ise to ta te to t t o t tor rea o sp ec ro om a ac co r p as sp or rea u o c en y em s he h ir d f loo f he i l d ing No I o Bu t t t n r o ;
	2, 1 Ju 2 0 1 1 he Le i l l p i de for he f he Le i de ia l p ise i h a l a f 1 3 0 t t tem t t t to ta - o n ne sso r w rov p ora ry us e o sse e n on -re s n rem s w rea o m ly d loc d ( d ing he f he f hn ica l ) in ise he No 9 9, 1 0 1 a 1 0 4, Bu Te Inv Pr No I o 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 rd 3 f loo f he Bu i l d ing t r o ;
	2 fro he ize f he l p for he f he ise i h a l a f loc d in he ba f 1 Ju 2 0 1 1 1 5 4. 5 m t t ta t t t t to ta te t t o m ne s o re n ay me n us e o p rem s w rea o a sem en - he bu i l d ing i l l be R U B 1 3, 5 0 0 p f a lus V A T f R U B 2, 4 3 0; t ter w er sq ua re me o rea p er y ea r, p o
	2 fro 1 2 0 1 1 he ize f he l p for he f he ise i h a l a f 2, 8 6. loc d o he f irs Ju 7 5 m t t ta t t t t to ta te t t, m ne s o re n ay me n us e o p rem s w rea o a n - d a d h ir d f loo f he bu i l d ing i l l be R U B 1 6, 2 0 0 p f a lus V A T f R U B 2, 9 1 6; t t ter sec on n r o w er sq ua re me o rea p er y ea r, p o
	fro 1 2 0 1 0 he l lea de he Ag i l l l 4, 0 0 8 0 h, lus A f Ju R U B 5 7, 7. 5 V T t to ta t t t t m ne se p ay me n un r ree me n w eq ua p er mo n p o - R U B 7 3 0, 2 7 5. 7 5.

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 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.
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 ds he leg l r la ion be he ies 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 ex a e s ee n p ar is ing fro 3 1 2 0 1 1. M t ex m ay

1. Nu be f he ion d by he t tra t t m r o ns ac a p p rov e	3 5
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 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 O O L U K O I L Tr d ing Ho a us e
	O A O "L U K O I L "
f be f ic iar ies 4. Na me s o ne	-
5. Na f ion tra t me o ns ac	Ag t ree me n
6. Su b j f he ion t o t tra t ec ns ac	T he Pa ies d f lec in he Ag he in l ly l ie d he la ion be he Pa ies du ing he io d t to t t t t ter t r te tua to t t tw t t t r ag ree re ree me n es a ac ap p re s ee n r r p er
	fro d be ba d o / / f be 0 1 Jan 2 0 0 6 a 3 1 De 2 0 1 0 Lo Ag No No 0 5 1 0 9 7 6 L E- 1 1 4 2 0 5 o 2 9 Se 2 0 0 5. t tem m ua ry n ce m r se n an ree me n p 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	he f in d e f fec ive io ds f e h o f he in la ion he Ag ive in Ap d ix 1 T Lo No ts ter t r tes t t t to t t a to am ou n o es a an p er o ac m re an ree me n re g n p en
	he h is i l l e in for fro he im f i ig ing by he ies he f fec f he i l l Ag T Ag Pa T Ag t t. t w ter to t t ts t t t o t t w ree me n ree me n n ce m e o s n r e ree me n
	he la ion be he ies is ing fro he im f c lus ion f he Ag Pa Lo t t tw t t t t t t. co ve r re s ee n r ar m e o on c o an ree me n

be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	3 6
d o f ire Bo D tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	he lea ls S 1, 6 2 3. 4 2 h, lus A f S 2 9 2. 2 4. T U D V T U D t e t se p ay me n q ua p er mo n p o
ice ( in ) 2. 2. Pr R U B t am ou n	he lea ls h, lus f T R U B 4 6, 1 7 0 p V A T R U B 8, 3 1 0. 6. t e t se p ay me n q ua er mo n p o
f p ies 3. Na 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
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 f h i de ia l p ise ( he ina f he Le 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 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 1 he lea i l l be de d fro 1, 4 4 4. 9 2 p In Ju R U B 5 t t ta t, t t w ac co r nc e w p p en ree me n m ne se p ay me n cre ase m er
	h ( lus f ) h ( lus f ). V A T R U B 9, 2 6 0. 0 9 R U B 4 6, 1 7 0 p V A T R U B 8, 3 1 0. 6 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	i fov ic h A le kp i de C ha irm f he Co i d m be f he d o f ire f O A O Va Yu Pr M Bo D t t, t t t tee t tor g su ero v, es n an o an ag em en mm an em r o ar c s o ,
	"L U K O I L ", is he br he f Ne l l i Yu fov A le kp be f he Fo da ion Bo d. 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 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
	Fo da ion Bo d. t un ar
	ly lex ic h ka len ko be f he i f is im l ly he ha irm f An A M M Co O A O "L U K O I L ", C 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 an o ,
	he Fo da ion Bo d. t t un 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
	da ion d. Fo Bo t un 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 m em r o an ag em en mm o sp ou se o an r zm u v ,
	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	he Su lem l Ag in for fro he im f i ig ing d ds he leg l r la ion be he ies T Pa 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 ex a e s ee n r ,
	is ing fro 0 1. 0 6. 1 1. ar m

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e	3 7
Bo d o f D ire tor ar c s
2. 1. Pr ice ( in U S D ) t am ou n	T he lea is U S D 6 6 7. 5 7 p h, lus V A T f U S D 1 2 1. 9 6. 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 9, 0 1 2. 0 p h, lus A f 3, 4 2 2. 2 T R U B 5 V T R U B 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 "L O " ( ) U K I L Le sso r
	O A O Sp k S d ium ( Le ) ta ta ar sse e
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 1 2 i de ia l ise f 1 4 ly 2 0 0 8 ( he ina f he Le No Ju ta t to t t ter t p p en ree me n ase ree me n on n on -re s n p rem s o re
	"). * "A t 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 de ke i de he Le for he i de ia l p ise i h t t t, t ta to to t tem t t t ac co r nc e w ree me n sso r u n r s p rov sse e p ora ry us e no n-r es n rem s w l a f i f ica l ly loc d in ise in he ba f he bu i l d ing he d dre 1 6. 9 2, No 7 7, Pr No V I I I 3 to ta te t t o t t t a rea o m sp ec ro om a em s sem en a a ss: Po kr ky bu lva b l dg 1, M ov s r, os co w.
	da i h he lem l fro ly he lea i l l be du d fro f In Su Ag 1 Ju 2 0 1 1 R U B 1 3, 7 2 8. 8 1 p 2 o t t ta t, t t w ac co r nc e w p p en ree me n m se p ay me n re ce m er m l a ( lus V A T f R U B 2, 4 7 1. 1 9 ) R U B 1 3, 5 0 0. 0 0 p 2 o f l a ( lus V A T f R U B 2, 4 3 0. 0 0 ). to ta to to ta rea p er y ea r p o er m rea p er y ea r p o ly he l p du h w i l l be lus f Fr 1 Ju 2 0 1 1, R U B 1 9, 0 1 2. 5 0, V A T R U B 3, 4 2 2. 2 5. t to ta t t om ay me n e p er mo n p o
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	i d l do ic h du be f he i f is im l ly he br he f dr i Le Ar Fe M Co O A O "L U K O I L ", An t t t tee tan t t on no n, a m em r o an ag em en mm o s eo us o r o e v u Ar l do ic h du he Ge l ire f O A O Sp k S d ium Fe D t tor ta ta no v n, ne ra c o 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 da f i ig ing d ds he la ion be he ies is ing 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 ex re s ee n p ar ar fro ly 1 Ju 2 0 1 1. m

1. Nu be f he ion d by he t tra t t m r o ns ac a p p rov e	3 8
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	he lea is h, lus f T U S D 8, 4 0 0. 2 1 p V A T U S D 1, 5 1 2. 0 4. t t se p ay me n 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 2 3 5, 7 1 0 p V A T R U B 4 2, 4 2 7. 8 0. 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 Ba k 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 i de ia l p ise f be ( 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 t to ter t p p en ree me n ase ree me n on n on -re s n rem s o r 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 for he i de ia l p ise i h a l a f 1 4. 6 m 2, In Le 7 t t t, t tem t t t to ta ac co r nc e w ree me n sso r p rov s p ora ry us e no n-r es n rem s w rea o
	loc d in he bu i l d ing he d dre 1 1 Sr ky bu lva M te t t t ten a a a ss: e s r, os co w
	he Su lem l Ag fro 1 Oc be 2 0 1 1 he f he lea i l l de fro 2 6 2, 6 3 9. 8 Pu R U B 7 t to t ta t, to t t o t t w rsu an p p en ree me n m r am ou n se p ay me n cre ase m
	h, lus V A T f R U B 4 7, 2 7 5. 1 8, R U B 2 3 5, 7 1 0 p h, lus V A T f R U B 4 2, 4 2 7. 8 0. t to t p er 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.
	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 m em 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 ,
	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	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 a p p rov e	3 9
Bo d o f D ire tor ar c s
2. 1. Pr ice ( in U S D ) t am ou n	U S D 8 7 1, 4 3 4. 3 9
2. 2. ice ( in ) Pr R U B t am ou n	2 4, 2 8 0, 0 9. 3 0 R U B 7
3. f p ies Na t me s o ar	O A O "L O " ( l de f r ig h ) U K I L Ho ts r o
	U A B L U K O I L B A L T I J A ( Us f r ig h ) ts er o
4. Na f be f ic iar ies me s o ne
5. Na f ion tra t me o ns ac	A d de du he Co ia l Co ion ( Fr h is ing ) Co No 1 0 1 0 2 4 8 da d 4 M 2 0 1 0 ( he ina f he "C "). to t tra t te ter t tra t n m mm erc nc es s an c n c ay re on c
6. Su b j f he ion t o t tra t ec ns ac	he Co he l de f r ig h i de he f r ig h he d c d i ion for h by he Co d Pu Ho Us t to t tra t, t ts to t ts, t ter t t t t tra t a rsu an n c r o p rov s er o on ms an on s s e n c n
	for i de ion he ig h f e lus ive ig h in he bu ine iv i f he f r ig h Us t t t to t o ts t t ty t ts. co ns ra r us e a se xc r s ss ac o er o ,
	da i h he A d de da he Co In t t to t tra t: ac co r nc e w n n c
	he ies ise d l is i l i ies h ic h he lus ive ig h he l de ig h be d ( he ina he Pa f fac f e f Ho f r f t t to t o t t w t t o ts t ts ter t r ag ree a r ev a se xc r o r o ca n us e re -
	"re ise d l is f fac i l i ies ") 1 2 0 1 1; Jan t o t t v as a ua ry
	he f he i de ion du d p b le for 2 0 1 1 by he Us f r ig h he Ho l de f r ig h de he Co lcu la d t t o t t t ts to t ts t tra t, te am ou n co ns ra e a n ay a er o r o un r n c ca -
	ing he for la ive in lau 1 o f he Co ba d o he ise d l is f fac i l i ies ls S 8 1, 2 0 0; 7. U D 5 t t tra t t t o t us mu g n c se n c se n re v eq ua ,
	he f a d d i ion l c i de ion for 2 0 1 1 u de he lu de d c ia l s b- ion lcu la d in da t t o t t t tra ts, te am ou n a on s ra n r co nc om me rc u co nc ess co n c ca ac co r nc e -
	i h c lau f he ba d o he ise d l is f fac i l i ies he ia l s b- ion i de d by 7. 2 o Co t t tra t t t o t t to t tra ts w se n c se n re v p ur su an co mm erc u co nc es s co n c p rov
	he Us f r ig h d ing b- lau 2. 1. 1 0 o f he Co d a d by he Us f r ig h ls U S D 2 0, 2 3 4. 3 9. t ts to t tra t a t ts, er o ac co r su c se n c n p p rov e er o eq ua
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	d im i ko lae ic h by be f he Co i f O A O "L O ", is im l ly he C ha irm f he Va N Vo M U K I L t t t tee tan t t v ro ov a m em r o an ag em en mm o s u eo us an o ,
	iso d o f Su Bo U A B L U K O I L B A L T I J A. p erv ry ar
O he ia l f he ion 8. t ter ter t tra t r m a ms o ns ac	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. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e	4 0
d o f ire Bo D tor ar c s
2. 1. Pr ice ( in U S D ) t am ou n	T he im f he ion is E U R 2 5, 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 R U B ) t am ou n	T he im f he ion is R U B 1, 0 0 0, 0 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 )
	( ) U A B L U K O I L B A L T I J A Bu er y
be ic iar ies 4. Na f f me s o ne	-
5. Na f ion 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	Un de he Co he Se l ler l ies he Bu i h u 4 0, 0 0 0 m ic f l iq f ie d p leu ( ix f p t tra t, t t t to tr ton tro tur r n c su p p y er w p e ne s o ue e m g ase s a m e o rop an e d ia l bu ) he d d i ion ip la d by he d he de ke for he ds Co Bu tan t ter t t te t tra t, t ta to t an co mm erc e on ms a n co n s s n c an er un r s p ay g oo u y ive d by he da d a d ing he du in d ica d in he Co t tes to t te t tra t. rec e an cc or p ro ce re n c
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	d im i ko lae ic h by be f he Co i f O A O "L O ", is im l ly he C ha irm f he Va N Vo M U K I L t t t tee tan t t v ro ov a m em r o an ag em en mm o s u eo us an o , iso d o f Su Bo U A B 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 de l ive do ion ( ). Te C P T Gu ta t t rm s o ry g ay s ex p or – Pe io d f de l ive fro he da f s ig ing f he Co 3 1 De be 2 0 1 2 inc lus ive ba d he ly d t te t tra t to t ts r o ry m o n o n c ce m r se on su p p am ou n ag ree – , by he ies h ly ba is. Pa t t t up on r on a mo n s Pa ha l l be de by he Bu hr h a d ire ba k fer i h in 3 0 c len da da f he da f de l ive t s t t t tra t ter t te y me n m a y er ou g c n ns w a r y s a o ry he in for fro he im f i ig ing d w i l l r in in f fec i l he ies for he ir b l ig ion de 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 u n r , he Co in fu l l. t tra t n c

1. be f he ion d by he Nu t tra t t m r o ns ac a p 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	T he im f he iss ion fee is U S D 2 6. 3 3. T he im f he Ag 's im bu b le ls te t o t te t o t t ap p rox a am ou n co mm ap p rox a am ou n en re rsa ex p en ses eq ua S 2 2 3, 1 2 4 9. U D 7.
ice ( in ) 2. 2. Pr R U B t am ou n	he im f a fee is he im f he im bu b le ls T R U B 7 3 9. 6 1. T Ag 's R U B 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 6, 2 1 6, 8 2 2. 7 5.
3. f p ies Na t me s o ar	O A O "L O " ( Ag ) U K I L t en
	O O O L U K O I L- Vo lg d ( Pr inc ip l ) og ra a
4. Na f be f ic iar ies me s o ne	-
5. Na f ion tra t me o ns ac	Ag Co ( he ina f he "C "). tra t ter t tra t en cy n c re on c
6. Su b j f he ion t o t tra t ec ns ac	de he Co he Ag de ke for fee d in i bu he f he inc ip l, lu de Un Pr t tra t t t u ta ts t a t t t to tra ts r n c en n r s, a an ow n n am e, ex p en se o a co nc co n c on he is ion f leg l a d a dv iso ice i h in ion l leg l f irm k in l d ( d f f ice d /or A Gu S Ha & Fe L L P He O t t ter t tra p rov o a n ry ser s w na a a mp us s ue r a an v ive f f ice ) ( he ina f he "C l "), d he inc ip l u de ke fee he Ag for he M Pr ta t ter t tan t t ta to to t t t os co w rep res en o re on su an a n r s p ay an ag en cy en is ion f he ice d im bu he inc d by he Ag t to t t t. p rov o se rv s a n re rse ex p en ses ur re en
7. Gr ds for in d p 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 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, he in O O O L U K O I L- Vo lg d. tor t t c m
	o c s o an ag em en om p an y og ra la d im ir i l iev ic h ly k, be f he i f is im l ly be f he V V M M Co O A O "L U K O I L ", ta t t t tee tan t u a a m em r o an em en mm o s u eo us a m em r o
	ag Bo d o f D ire f O A O R I T E K, he in O O O L U K O I L- Vo lg d. tor t t c ar c s o m an ag em en om p an y og ra
he ia l he ion 8. O f t ter ter t tra t r m a ms o ns ac	he is b l is he d in he he im bu b le d in b les ( i ho ), lus T Ag 's fee f 0. 0 1 % f f r V A T t ta t t o t t o ts t t en es am ou n o am ou n e rsa co s ex p res se rou p w u

V A T in da i h he f fec ive leg is la ion f he Ru ian Fe de ion t t t t t t ac co r nc e w e o ss ra
he i l l a ly he leg l r la ion is ing fro T Co 1 Au 2 0 1 0. tra t w to t t t n c p p a e s a r m g us

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e	4 2
Bo d o f D ire tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	U S D 1 4 8, 1 5 4. 7 2.
ice ( in ) 2. 2. Pr R U B t am ou n	R U B 4, 1 7 5, 0 0 0.
ies 3. Na f p t me s o ar	( ) O A O "L U K O I L " Co mp an y
	ian b l ic Or isa ion ian ion f du ia l is d ( ion ) Ru Pu 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	-
f ion 5. Na tra t me o ns ac	lem l ion f h ( he ina f he ") *. Su Ag Do Ag No 1 1 1 0 1 4 6 o 1 8 M 2 0 1 1 "A ta t to t t ter t t p p en ree me n na ree me n arc 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 i l l p i de he ion i h c ha i b le is in he for f do ion f fun ds in In Ag Co Un t t t t t t ta tan t t ac co r nc e w ree me n mp an rov r ass ce m o na s o y w w
	he f 4, 0 0 0, 0 0 0. he ion de ke he fun ds ive d for he for f c ha iv i ies in 2 0 1 1. R U B T Un t t o ta to t t ter t t am ou n un r s us e re ce p er ma nc e o r ac
	da i h he lem l in f he is in ion ip la ing inc in he In Su Ag 3. 1 o Ag t t ta t, t t t t o t t t t ac co r nc e w p p en ree me n p o ree me n se a n ew ve rs s an rea se u u , f he do ion fro 4, 0 0 0, 0 0 0 4, 1 0 0 0. R U B R U B 7 5, t o t t to am ou n na m
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 f be f he d o f ire f d ha irm Va Yu A Pr O A O "L U K O I L ", Bo D O A O "L U K O I L " a C t t o t tor g su ero v, es n a m em r o ar c s o n an f he M Co i f O A O "L U K O I L ", is im l ly be M Bu f he Ru ian Pu b l ic t t t tee tan t t o an ag em en mm o s u eo us a me m r an ag em en rea u o ss isa ion ian ion f du ia l is d Or Ru Un In En t tr ts tre g an ss o s an p ren eu rs.
	lex de i ko lae ic h ho k h in, be f he d f ire f is im l ly he i de f he A N S Bo D O A O "L U K O I L ", Pr t tor tan t t o t an r a me m r o ar o c s o s eo us es n v u ian b l ic Or isa ion ian ion f du ia l is d d be f he ian Ru Pu Ru Un In En M Bu Ru t tr ts tre t t ss g an ss o s an p ren eu rs an a m em r an ag em en rea u o ss b l ic isa ion ian ion f du ia l is d Pu Or Ru Un In En t tr ts tre g an ss o s an p ren eu rs.
	i d l do ic h du be f he i f is im l ly be f he Le Ar Fe M Co O A O "L U K O I L ", t t t tee tan t on no n, a me m r o an ag em en mm o s eo us a me m r o v u 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.
O he ia l f he ion 8. 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

1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e	4 3
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 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
	Ac d ing he Su lem l Ag fro 1 Au 2 0 1 1 he Co i l l a lso fer ( dr las l, to t ta t, t t tra ts co r p p en ree me n m g us mp an y w ns a sse a es ser p ma p an e ,
	b le do d s i h ) for he i f he As ia ion ta t c tc t tu tou t t p or cu me n am era an w g ra s u se o so c ,
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

	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 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
	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 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	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

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e	4 4
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	U S D 2, 9 4 0, 1 0 8. 8 9
2. 2. Pr ice ( in R U B ) t am ou n	R U B 8 1, 0 0 0, 0 0 0.
3. f p ies Na t me s o ar	O A O "L O " ( Co ) U K I L mp an y
	f i ha i isa ion ian ly ian d ( he d ) No Pr C Or Ru O Su Fu Fu t ty t t t n- o r g an ss mp p p or n n
f be f ic iar ies 4. Na me s o ne	-
5. Na f ion tra t me o ns ac	Do ion Co ( he ina f he "C "). t tra t ter t tra t na 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 i l l m ke ha i b le i bu ion f R U B 8 1, 0 0 0, 0 0 0 he Fu d o i 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 ba is, d he d u de ke he fun ds ive d f ina ise d h iev ls ip la d by he d ha Fu Fu 's t ta to t to ts to t te t ter s an n n r s us e re ce nc e e ve n org an ac e g oa s n c r u
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 a be f he d o 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 m em r o ar c s o v, , "L O ", is im l ly be f he d o f f he d a d a fou de ( ic ip ) f he d. U K I L Bo Tr Fu Fu tan t tee t t t t s u eo us a m em r o ar us s o n n n r p ar an o n
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he Co ha he ig h fro he Fu d o he f he fun ds 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 he lso ha he ig h ina he ly d de d he f he fun ds i f he be ing d by he T Co Co 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 no u se Fu d for he ls ip la d in he Co t t te t tra t. n g oa s u n c he i l l r in in f fec i l he for by he ies f he ir b l ig ion in fu l l. T Co Pa 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 a p p rov e	4 5
Bo d o f D ire tor ar c s
2. 1. Pr ice ( in U S D ) t am ou n	U S D 7 0 3. 0 0 p ic tr ton er me ne
2. 2. ice ( in ) Pr R U B t am ou n	2 0, 6 9 9. 9 8 p ic R U B tr ton er me ne
3. f p ies Na t me s o ar	O A O "L O " ( Se l ler ) U K I L
	U A B L U K O I L B A L T I J A ( Bu ) y er
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 Su ly Co No 1 0 1 0 0 7 6 o f 0 2 M h 2 0 1 0 ( he ina f he "C "). ta t to tra t ter t tra t p p en 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	he Co he Se l ler i l l de l ive b i in he f 0, 0 0 0 he d c d i ion ip la d by Pu 5 t to t tra t, t tum t t o ton t ter t t te rsu an n c w r en s am ou n ne s, on ms an on s s u
	he d he de ke for he ds ive d by he da d d ing he du in d ica d in he Co Bu t tra t, t ta to t t tes to t te t n c an er un r s p ay g oo re ce an ac co r p ro ce re y
	Co tra t. n c
	Ac d ing he Su lem l Ag in 1. 1 o f Se ion 1 f Ap d ix No 1 he Co ( ion 'Pr ice ') ha l l be to t ta t, t t to t tra t t en ree me en sec co r p p n p o c o p n c s
	de d inc he ice ic f he d i du d by O O O O iz he dn f in ( k for L U K I L- N to t tr ton t ty teo tez toc am en rea se p r p er me ne o co mm o p ro ce g oro e rg s s
	du ing Gr de A f ing b i ) fro U S D 6 5 0. 5 0 U S D 7 0 3. 0 0. tum to p ro c a ro o en s m

ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	d im i ko lae ic h by be f he i f is im l ly be f he Va N Vo M Co O A O "L U K O I L ", t t t tee tan t ro ov a m em r o an ag em en mm o s eo us a m em r o v u ,
	Su iso d o f A O A A Bo U B 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
	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

be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	4 6
Bo d o f D ire tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	S 4 4 9 4 9. 6 U D 7, 5 5, 7
2. 2. ice ( in ) Pr R U B t am ou n	1, 4 0 0, 0 0 0, 0 0 0 R U B
3. f p ies Na t me s o ar	O A O "L O " ( Co ) U K I L mp an y
	No Pr f i Or isa ion L U K O I L C ha i b le Fu d ( Fu d ) t t ta n- o g an r n n
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 ion Ag 0 9 1 0 1 0 f 1 6 h 2 0 0 9 ( he ina f he "A ") *. Do No 7 o M ta t to t t ter t t p p en ree me n na ree me n arc re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	he Ag he Co ha l l m ke do ion he d, d he d s ha l l a he do ion d u i for he Pu Fu Fu t to t t, t t to t t t t t t t rsu an ree me n mp an y s a na s n an n cc ep na s a n se
	ip la d by he Fu d C ha f fec ive leg is la ion d he Ag t te t ter t t t t. p urp os es s u n r e an ree me n , ,
	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
	he ies inc he do ion de he by he l a de T Pa Ag R U B 7 0 0, 0 0 0, 0 0 0. T t to t t ts t t to ta t u r ag ree rea se na am ou n un r ree me n mo un n r –
	he Ag i l l be R U B 1, 4 0 0, 0 0 0, 0 0 0; t t w ree me n
	in f he ha l l be ise d ip la ha i f u he ira ion f he f fec ive f he i he Po 3. 2 o Ag Ag Pa t t t s to t te t t t t t t ter t t n t ty ree me n re v s u p on ex p o e m o ree me n e r r
	ha ive i i f ica ion f i ina ion he he f fec ive f he Ag is be i de d e de d for fou t ten t t ts ter t t t t ter t t to ten s g n w r no o m n e m o ree me n co ns re x r y ea rs. ,
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	i fov ic h A le kp i de C ha irm f he Co i d m be f he d o f ire f O A O Va Yu Pr M Bo D t t, t t t tee t tor g su ero v, es n an o an ag em en mm an em r o ar c s o ,
	is he br he l l i le kp be he d d. "L U K O I L ", f Ne Yu fov A f Fu Bo t t t o r o su na ero a m em r o n ar v,
	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
	Fu d Bo d . n 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 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 an o , he Fu d Bo d . t n 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 u eo us a m em r o
	Fu d Bo d . n 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 u v vn a a m em r o an ag em en mm o sp ou se o an r zm ,
	M be f he Fu d Bo d. 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	A l l o he f he Ag in ha d, i h he for im l ine d p f c ha i be de ine d ba d t ter t t r t t t, t ty to ter r ms o ree me n em a un c ng e w am ou n m, e an urp os e o r m se le fro he d. Fu t ter t on s m n

1. Nu be f he ion d by he t tra t t m r o ns ac a p p rov e	4 7
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	U S D 1 0 0, 0 0 0, 0 0 0
2. 2. Pr ice ( in R U B ) t am ou n	R U B 2, 8 7 0, 3 2 0, 0 0 0
3. Na f p ies t me s o ar	O A O "L U K O I L " ( Le de ) n r
	O Am ica Co ion ( ) L U K I L Bo t er s rp ora rro we r

4. Na f be f ic iar ies me s o ne	-
5. Na f ion tra t me o ns ac	Lo Ag ( he ina f he "A "). 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 de he i h a lv ing ia l-p loa ( i he in lum In Le Bo t t t, t t t t ac co r nc e w ree me n n r p rov s rro we r w re vo sp ec urp os e n e r a p su m or in ins lm ( he ) ), he l a f de b h ic h d U S D 1 0 0, 0 0 0, 0 0 0 ( hu dre d m i l l ion ) im ta ts tra t to ta t o t o t e t a t en ee e e nc s mo un n w ma y no xc on n a ny du ing he f fec ive f he Ag d he de ke he fun ds ive d o im d in fu l l a d Bo t t ter t t, t ta to t t to r e m o ree me n an rro we r u n r s rep ay re ce n e a n 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
7. Gr ds for in d p ta tus ter te ty ou n s as an es ar	Va d im N i ko lae ic h Vo by 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 v ro ov 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 ica ion Bo D L U K O I L Am Co tor t ar c s o er s rp ora
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he Bo ha l l p he Le de in be de ine d for h in io d a L I B O R 1 % t ter t a t a te to ter ter t p + rro we r s ay n r es ra m ea c es er s
	he f la loa d /or in he de ha l l be i le d l be i d by he ba d In Le Bo t t o te t a ter t p t, t t t to ty to t ev en n r ep ay me n n es ay me n n r s en a p en a p a rro we r se he l r f f he d ing b l ig ion for h da du L I B O R 3 % Bo 's t te + t ts tan t on an nu a a o o rro we r ou o a s ea c e. y
	T he loa d a he be d by he Bo for he ha ip la d in he Ag tra t t t t t te t t. n a n ny nc s m ay no us e rro we r an y o r p urp os es n s u ree me n he loa d a he i de d o lv ing ba is i h a f u 3 1 be 2 0 1 1 inc lus ive he l a f T De tra t ter to t to ta t o n a n ny nc s a re p rov n a re vo s w m o p ce m r mo un , de b h ic h m d U S D 1 0 0, 0 0 0, 0 0 0 ( hu dr d m i l l ion ) im du ing he f fec ive f he Ag I f, t o t e t a t t t ter t t. n w ay no xc ee on e n e a ny e r e m o ree me n on be f he i he f he ies he ise in i ing he loa i ha l l be de d be 3 0 De Pa 3 1 De t t y t t t ta tes t t t tur ty ten to ce m r o cu rre n ea r, ne r o r s o rw wr n m a s ex ce m r , f he fo l low ing t o y ea r. he ha l l e in for fro he im he fun ds fer d he d s ha l l c ha f fec f he T Ag Bo t s ter to t t t tra to t to t a ter t ree me n n ce m e ar e ns re rro we r, an ea se ve e for by he ies f he ir b l ig ion Pa t t t t 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 a p p rov e	4 8
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 S be ba k o f ia ( k ) Ru Ba r n ss n
	O A O "L U K O I L " ( Cu ) tom s er
4. Na f be f ic iar ies me s o ne	-
5. Na f ion tra t me o ns ac	Ag he l for for ing h c ion ion ( he ina f he "A "). t o t ter t ter t t ree me n n g en era ms p er m ca s on ve rs op era s re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	he Ag he ies i l l p for h ion ion he d d i ion for h in he Pu Pa t to t t, t t tra t t ter t t t t rsu an ree me n r w er m ca s co nv ers ns ac s o n ms a n co n s se
	Ag T he ia l f a ion i.e he ha be d hr h m da du he lus ion f t. ter ter tra t t ter t t m t t tor t ree me ree ce res n m a ms o ns ac ms us ag ou g an y p ro on co nc o ,
	he ion t tra t ns ac are : ,
	de ina ion f he ion f he Pa ies ( ha le f he be ing de d ) ter t t t t t t tra m o ac s o r p ur c se or sa o cu rre nc y ; -
	he f he de d c d he t t tra t ter na me o urr en cy an co un cu rre nc y ; -
	he f he de d c t t o t tra am ou n urr en cy ; -
	he ha f he ion ( ha f ion ) S W A P t te t tra t te tra t ex c ng e r a o ns ac ex c ng e r a o ns ac s ; -
	he lue da ( he lue da f S W A P ion "sp l i lue ") t te t te tra t t v va va o ns ac s, a ; -
	he ins ion f he ies for lem he ion Pa t t tru t t t t t ts t tra t p ay me n c s o r se en on ns ac ; -
	he ire d d c d i ion h ic h m be ia l for he for f c in f c h c ion ion t ter t ter t ta ty tra t - o r r eq u ms an on s w ay m a p er ma nc e o er p es o as on ve rs ns ac s.
	de he he ia l f a ion i l l be d hr h n ia ion be he ho ise d de ler f he Un Ag t t, t ter ter tra t t t t tw t t t r ree me n m a ms o ns ac ag ree ou g eg o s ee n au r a s o w
	Pa ies by lep ho in he Tr d ing Sy ( ha dw d s f inc lu d ing bu l im i d Re De l ing d t te t tem tw tem t n t te to ter to r ne or a s a r are an o are sy s o u s- a us e , ,

	lu de h c ion ion ). tra t co nc ca s on ve rs ns ac s
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	ka ic h f, be f he d f ire f is im l ly he ha irm f he He Os Gr Bo D O A O "L U K O I L ", C E O, C t tor tan t t rm an rov e a m em r o ar o c s o s eo us an o u d, be f he Su iso d o f S be ba k o f ia M Bo Bo Ru t t an ag em en ar a m em r o p erv ry ar r n ss
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	A ion i l l be de d ha be lu de d fro he im he Pa ive in he Tr d ing Sy fro tra t to t t ty t tem ns ac w em e ve en co nc m e w n o ne r rec e s a m es sag e a s m he he ing he la 's i h l l he d m ia l f he ion he im he he C l ien Pa t t ty ta t t t ter t w t t ter ter t tra t t t t t t o r r s ag ree me n a p rop os e a ms o ns ac or a e w n , ive he Ba k 's f a l l he ia l f he ion in d ica d in he C l ien 's t tan t ter ter t tra t te t t t. rec e s n ac ce p ce o m a ms o ns ac req ue s
	I f for ig ( i h he ion f he ies f he be f he C I S ) is ive d in he d u t t t t t ta tes t t r t t e n c urr en cy w ex ce p o cu rre nc o m em r s o no ec e ag ree p on ac co un f he by he d v lue da he lp b le i l l p l f f he f he b l ig ion de he Pa 0. 0 5 % t ter ty t te, t ty ty t t o t t t o co un p ar ag ree a cu a r w ay a p en a o o am ou n o a s u n r h c ion ion for h da f de lay les he Pa ies ha he d a d i f fer f f ine tra t t t te t o t a t o ca s on ve rs ns ac ea c y o un s r ve re ac se p ara ag ree me n n a en mo un s. , f r b le fun ds fun ds in f a be f he ive d la in he d u he lp b le I C I S Pa ta te t te t t, t ty ou or a c urr en cy o m em r s o are re ce ag ree p on ac co un cu a r i l l p he he l in he f do b le he ing f he k o f ia he Ce l / ion l k o f Pa Ba Ru Na Ba t t ty ty t t o t t te t t tra t w ay o r r a p en a am ou n u ac co un ra o n ss or n a n he lev be f he in f fec he de d l ine de he ion ( lue da ) ba d o he f he C I S t t m ta te t t o t t t tra t te t t o t re an em r s o e n p ay me n a un r ns ac va se n am ou n inc ip l, les he ies ha he d a d i f fer f f ine Pa t t te t o t a t o p r a un s r ve re ac se p ara ag ree me n n a en mo un s. he in for fro he im f i ig ing by he ies d is l i d for l im i d T Ag Pa t e ter to t t ts t t te ter ree me n n s ce m e o s n r an va an un m. ,
be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e d o f ire Bo D tor ar c s	4 9
2. 1. ice ( in S ) Pr U D t am ou n	he im f he l a fee is S 4 8 2. 6 2. he im f he Ag 's l r im bu b le T U D T te t o t te t o t t a p p rox a am ou n a nn ua g en cy ap p rox a am ou n en an nu a e rsa is U S D 4 0 8, 9 9 7. 9 6. ex p en ses
2. 2. Pr ice ( in R U B ) t am ou n	T he im f he l a fee is R U B 1 4, 1 6 0. T he im f he Ag 's l r im bu b le te t o t te t o t t ap p rox a am ou n a nn ua g en cy ap p rox a am ou n en an nu a e rsa is R U B 1 2, 0 0 0, 0 0 0. ex p en ses
f p ies 3. Na t me s o ar	( ) O A O "L U K O I L " Ag t en O O O O lg d ( inc ip l ) L U K I L- Vo Pr og ra 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	de he he de ke for i be ha l f, bu he f he inc ip l, leg l a d o he ion Un Ag Ag Pr t t, t t u ta to ts t a t t t t t r ree me n en n r s p er m, on ow n ex p en se o a a n r a c s de l Se ice ( l As is ) Co 1 1 1 0 6 1 2 da d ly 2 0 1 1 ( he ina f he "C ") lu de d be he Le Le No 7 Ju tan tra t te ter t tra t tw t un r g a rv s g a s ce n c re on c co nc ee n d he law f f ice d ( he ina f he f f ice "), he f w h ic h a kn he inc ip l, Ag M Ba Pa "L O Pr t a t tne ter t t ter to t en n os co o so v a n r rs re aw ms o re ow n a w inc lu d ing ise leg l s d p ion f he inc ip l in iss d d isp la d he inc ip l 's ha in Pr Pr to t a tec t t t o tes te to t org an a up p or n ro o a co ur n ue s a n u re a s re Z A O N K Vo lg f d he Pr inc ip l u de ke he Ag for he ice i de d. t, t ta to te t t t an e an a n r s rem un era en se rv s p rov he A i l l he Co in he in f he in ip l ba d Sc he du le he T Pr t te t tra t t te ts t te to t g en w ex ec u n c re s o c a se on a s ep ar a Co ig d by he A d he La O f f ic tra t s t t a t ne en e. n c g n w
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 he in O O O O lg d. D R I T E K, L U K I L- Vo tor t t c o c s o m an ag em en om p an y og ra 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 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 d o f ire f O A O he in O O O O lg d. Bo D R I T E K, L U K I L- Vo tor t t c ar c s o m an ag em en om p an y og ra
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he Ag de ke ke he f he Sc he du le he Co lu de d w i h he La O f f ice kn he Pr inc ip l. t u ta to t ter t to t tra t c t t to t en n r s ma ms o n c on c w ow n a he h ly ion is b l is he d in he f lus in he f d he T Ag 's R U B 1, 0 0 0, V A T R U B 1 8 0, t t t ta t t o t t o t en mo n rem un era es a mo un p a mo un an im bu f he inc d. t o t re rse me n ex p en ses urr e

he Ag he leg l r la ion f he ies is ing fro ly 2 0 0 1, d i l l r in in f fec i l he ies ha T Pa 7 Ju Pa t c t t t t t u t t t ree me n ov ers a e s o r ar m an w em a e n r ve
for d he ir b l ig ion in fu l l. t t p er me o a s

be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	5 0
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	-
ice ( in ) 2. 2. Pr R U B t am ou n	-
f p ies 3. Na t me s o ar	in k i l c ( ) Op Jo S Co "O "L U K O I L " L U K O I L t toc en mp an om p an y y
	im i d- ia b i l i Co ion l O i l Co ium ( O C ) L L Na N te ty t t mp an y a ns or
	Op Jo in S k Co Ga Ne f ( Ga Ne f ) t toc t t en mp an y zp rom zp rom
	Op in S k Co O i l Co f ( f ) Jo Ro Ro t toc t t en mp an y mp an y sn e sn e
	Op Jo in S k Co Su f ( Su f ) t toc tne teg tne teg en mp an y rg u az rg u az
	Op in S k Co l d ing ( ) Jo T N K- B P Ho T N K- B P t toc en mp an y
	L U K O I L, Ga Ne f Ro f Su f d T N K- B P a fer d j in ly he "C ium M be " t, t, tne teg to t t t zp rom sn e rg u az an re re re o as on so r em rs
4. Na f be f ic iar ies me s o ne	-
f ion 5. Na tra t me o ns ac	in- 6 j lem ion Ag ( he ina f he "A ") Ju Pr Im t ta t t ter t t n o ec p en ree me n re g ree me n
6. Su b j f he ion t o t tra t ec ns ac	he b j f he Ag is de ina ion f he l r ig h b l ig ion d l ia b i l i f he Co ium be ing T M t o t t ter t t tua ts, t ty t t t su ec ree me n a m o m u o a s a n o ns or em r a c as
	Pr j Le de ( Ga Ne f ), h ic h ha be d he ba is d w i h in he fra k f he Ag l l a by t t tru te t t t t t, o ec a r zp rom w s en en s on s an me wo r o ree me n as we s
	de is ion f he d f ire f O C, fro he da be ha l f a d he f O C du ing he Bo D N N t tor to t t tra t te t t t c o ar o c s o ac m c on c on n a e xp en se o r
	im lem ion f he j log ica l e lor ion for he d -he de d o he bs i l r he Ju in- 6 ta t t t o t tra t t t p en o p ro ec n g eo xp a av y an ex av y cru an r s u o eso ur ce s a n
	loc k f he i l be l lon he ino ive ( la ) du ion f h is i l; du ion f a ia d l lec ion in i ia l B Or R Ve t t a t t t t te t t o o g co r ne zu e ; p ro c o o p ro c o sso c g as ; co ,
	d s f he i l ( he ina f he "P j "), in la ion he he Co ium M be f a iv i de he tra t a tor t ter t t t to t t t t o t ty t ns p or n ag e o o re ro ec re o r ns or em rs as p ar c un r
	j l l a he ig h b l ig ion d l ia b i l i f he j de for iv i de he j be ha l f o f Pr Pr Le Pr N O C. t, t ts, t ty t t to t ty t t o o ec as we s r o a s a n o o ec a r p er m ac un r o ec 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 a be f he d o 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 m em r o ar 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	Ba d o he Ag he Pr j Le de i l l a be ha l f o f N O C in la ion i h he ho i ies f Ve la, t t, t t t o t t t ten t a t t ta te se n ree me n o ec a r w c n re s w co mp e u r o ne zu e s
	i l c leo de la, he j in d i bo d ies d o he ies Pe Ve S. A. P E T R O M I R A N D A tro t t v tur ts t t t o om p an y s ne zu e o en e an ma na g em en an r p ar on , ,
	iss ing Pr j im lem ion On be ha l f o f N O C i i l l a lso ho l d n ia ion ic ip in he do ion f de is ion t ta t t w t t t te t t ue s c on ce rn o ec p en eg o s, p ar a a p o c s
	de he j d p for ion d j im lem ion iss ba d o he do d a ho i ies f Pr Pr t t, tra t t a t ta t t te t t un r o ec an er m ns ac s o n m an ag em en n o ec p en ue s se n cu me n u r o
	N O C d w i h in he Ex Bu dg for he Pr j t t t t t. an p en se e o ec
	he for f o b l ig ion de he i l l be b l ig d fu l ly he j de ly Fo Ag N O C Pr Le t t t t, te to te t t ter r p er ma nc e o a s u n r ree me n o a co mp en sa o ec a r o n a q ua r w
	ba is for l l do d c l ly inc d in da i h he d An l k d he dg W Pr Ex Bu te ts tua t t t t s a cu me n os ac urr e ac co r nc e w ap p rov e nu a or og ram me an p en se e
	for he j d he l ia b i l i ies d o he d e inc d u de he d dg for he j Pr Ex Bu Pr t t, to t tax t t t t t. o ec an co ve r an ve r a xp en ses urr e n r ap p rov e p en se e o ec
	he lem du be O C d he j de i l l be de ine d in he lem be lu de d T N Pr Le t t t p tw t t ter t t o t t ts to se en ro ce re ee n an o ec a r w m ag ree me n n s e en co nc
	be he tw t ee n m.

be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	5 1
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	-
ice ( in ) 2. 2. Pr R U B t am ou n	-

3. Na f p ies t me s o ar	Op Jo in S k Co "O i l c "L U K O I L " ( L U K O I L ) t toc en mp an y om p an y
	im i d- ia b i l i ion l i l ium ( ) L L Co Na O Co N O C te ty t t mp an a ns or y
	Op in S k Co Ga f ( Ga f ) Jo Ne Ne t toc t t en mp an y zp rom zp rom
	in k i l f ( f ) Op Jo S Co O Co Ro Ro t toc t t en mp an mp an sn e sn e y y
	Op in S k Co Su f ( Su f ) Jo t toc tne teg tne teg en mp an y rg u az rg u az
	in k l d ing ( ) Op Jo S Co T N K- B P Ho T N K- B P t toc en mp an y
	O Ga f f Su f d fer d j in ly he "C ium be " L U K I L, Ne Ro T N K- B P a M t, t, tne teg to t t t zp rom sn e rg u az an re re re o as on so r em rs
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	lem l in- j lem ion ( he ina f he ") Su Ag No 1 Ju 6 Pr Im Ag "A ta t t ta t t ter t t p p en ree me n n o ec p en ree me n re g ree me n
j 6. Su b f he ion t o t tra t ec ns ac	j T he b f he Ag is de ina ion f he l r ig h b l ig ion d l ia b i l i f he Co ium M be ing t o t t ter t t tua ts, t ty t t t ec ree me em su n a m o m u o a s a n o ns or r a c as
	j de ( Ga f ), h ic h ha be d o he ba is d w i h in he fra k o f he Ag l l a by Pr Le Ne t t tru te t t t t t, o ec a r zp rom w s en en s n s an me wo r ree me n as we s
	de is ion f he Bo d o f D ire f N O C, fro he da be ha l f a d a he f N O C du ing he t tor to t t tra t te t t t m n n r
	c o ar c s o ac co c on ex p en se o im lem ion f he ica l e lor ion he d e -he de d o he bs i l r he in-
	j log for 6 Ju ta t t t o t tra t t t p en o p ro ec n g eo xp a av y an x av y cru an r s u o eso ur ce s a n
	B loc k o f he i l be l lon he Or ino R ive ( Ve la ) du ion f h is i l; du ion f a ia d g l lec ion in i ia l t t a t t t t te t t o g co r ne zu e ; p ro c o o p ro c o sso c as ; co ,
	d s f he i l ( he ina f he j "), in la ion he he ium be f a iv i de he "P Co M tra t a tor t ter t t t to t t t t o t ty t ns p or n ag e o o re ro ec re o r ns or em rs as p ar c un r
	Pr j l l a he ig h b l ig ion d l ia b i l i f he Pr j Le de for iv i de he Pr j be ha l f o f N O C. t, t ts, t ty t t to t ty t t o o ec as we s r o a s a n o o ec a r p er m ac un r o ec n
	In da i h Su lem l Ag No 1 he Ag t ta t to t t: ac co r nc e w en ree me n ree me n
	p p ic le f he i l l be for h in ion la de ina ion f he f r ion for he 1 3. 3 o
	ip ing Ag t t t w t t t t ter t t t o t t - a r ree me n se a n ew ve rs s a m o am ou n em un era u ,
	Pr j Le de in h c len da he l o f he Ex Bu dg for he Pr j d 5 % f he l bu dg t t t t t t, t to t t o ec a r ea c a r y ea r u p on ap p rov a p en se e o ec no ex ce e o an nu a e
	f o ing d o he d e f he j de inc lu de d in he lev dg for he j Pr Le Ex Bu Pr t t t t t t t t; o p era an ve r a xp en ses o o ec a r re an p en se e o ec
	ic le 1 1 o f he Ag i l l be for h in ion ip la ing he f he Ag in for fro he im f i 7. t t t w t t t t t try t t to t t ts - a r ree me n se a n ew ve rs s u en o ree me n ce m e o ,
	ig ing d i f fec for he ies fro be Pa 1 Se 2 0 1 0. ts t t t tem s n an e r m p r ,
Gr ds for in d p 7. ta tus ter te ty ou n s as an es ar	i fov ic h A le kp i de C ha irm f he Co i d a be f he d o f ire f O A O Va Yu Pr M Bo D t t, t t t tee t tor g su ero v, es n an o an ag em en mm an m em r o ar c s o ,
	"L U K O I L ", is im l ly be f he Bo d o f D ire f N O C. tan t tor s u eo us a m em r o ar c s o
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	lem l i l l a ly he la ion be he ies is ing fro be Su Ag No 1 w Pa 1 Se 2 0 1 0 ta t to t t tw t t tem p p en ree me n p p re s ee n r ar m p r
be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	5 2
Bo d o f D ire tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	-
2. 2. ice ( in ) Pr R U B t am ou n	-
3. f p ies Na t me s o ar	Op in S k Co "O i l c "L O " ( O ) Jo U K I L L U K I L t toc en mp an y om p an y
	L im i d- L ia b i l i Co Na ion l O i l Co ium ( N O C ) te ty t t mp an y a ns or
	in k f ( f ) Op Jo S Co Ga Ne Ga Ne t toc t t en mp an zp rom zp rom y
	Op Jo in S k Co O i l Co Ro f ( Ro f ) t toc t t en mp an y mp an y sn e sn e
	in k f ( f ) Op Jo S Co Su Su t toc tne teg tne teg en mp an rg az rg az y u u
	Op in S k Co l d ing ( ) Jo T N K- B P Ho T N K- B P t toc en mp an y
	f f f d fer d j in ly he ium be L U K O I L, Ga Ne Ro Su T N K- B P a "C M " t, t, tne teg to t t t rom sn e az an re re re o as on so r em rs u
f be f ic iar ies 4. Na	zp rg
me s o ne	-

f ion 5. Na tra t me o ns ac	lem l in- j lem ion ( he ina f he ") Su Ag No 2 Ju 6 Pr Im Ag "A ta t to t ta t t ter t t p p en ree me n n o ec p en ree me n re g ree me n
b j f he ion 6. Su t o t tra t ec ns ac	he b j f he is de ina ion f he l r ig h b l ig ion d l ia b i l i f he ium be ing T Ag Co M t o t t ter t t tua ts, t ty t t t su ec ree me n a m o m o a s a n o ns or em r a c as u
	j de ( Ga f ), h ic h ha be d he ba is d w i h in he fra k f he Ag l l a by Pr Le Ne t t tru te t t t t t, o ec a r zp rom w s en en s on s an me wo r o ree me n as we s
	de is ion f he Bo d f D ire f N O C, fro he da be ha l f a d he f N O C du ing he t tor to t t tra t te t t t c o ar o c s o ac m c on c on n a e xp en se o r
	im lem ion f he j log ica l e lor ion for he d -he de d o he bs i l r he in- 6 Ju ta t t t o t tra t t t p en o p ro ec n g eo xp a av y an ex av y cru an r s u o eso ur ce s a n
	B loc k f he i l be l lon he Or ino R ive ( Ve la ) du ion f h is i l; du ion f a ia d l lec ion in i ia l t t a t t t t te t t o o g co r ne zu e ; p ro c o o p ro c o sso c g as ; co ,
	d s f he i l ( he ina f he "P j "), in la ion he he Co ium be f a iv i de he M tra t a tor t ter t t t to t t t t o t ty t ns p or n ag e o o re ro ec re o r ns or em rs as p ar c un r
	Pr j l l a he ig h b l ig ion d l ia b i l i f he Pr j Le de for iv i de he Pr j be ha l f o f N O C. t, t ts, t ty t t to t ty t t o o ec as we s r o a s a n o o ec a r p er m ac un r o ec n
	da i h lem l he In Su Ag No 2 Ag t ta t to t t: ac co r nc e w p p en ree me n ree me n
	dm i l l be de he ic les f he Ag la ing he du for for ing he Op ing Co i de he ts to t t t t r t t t t t tee t - a me n en w m a ar o ree me n eg u p ro ce re m era mm un r
	d o f ire f ha d le da da ing iss de he j in d r lac f he be f Bo D N O C Pr tor to to- t t t, tm t a t o t ar c s o n y- y op era ue s u n r o ec ap p o en n ep em en m em rs o
	he Op ing Co i do ion f de is ion by he Op ing Co i d he du for in d ina ion f t t t tee t t t t tee t tm t a ter t era mm a p o c s era mm an p ro ce re ap p o en n m o , ,
	he ho i f he j ire d he du for lac ing he j de fu l o f i ice Pr D Pr Le t t ty t t tor t t t ts au r o o ec c an p ro ce re re p o ec a r o r r e sa ser s. v ,
ds in d p 7. Gr for ta tus ter te ty ou n s as an es ar	i ic h le kp i de ha irm he i d a be he d o ire Va Yu fov A Pr C f M Co f Bo f D f O A O t t, t t t tee t tor g su ero es n an o an ag em en mm an m em r o ar 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	Su lem l Ag No 2 w i l l a ly he la ion be he Pa ies is ing fro 1 Se be 2 0 1 0. ta t to t t tw t t tem p p en ree me n p p re s ee n r ar m p r

be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	5 3
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	lus f U S D 5, 9 4 8. 6 9, V A T U S D 1, 0 7 0. 7 6 p o
2. 2. Pr ice ( in R U B ) t am ou n	R U B 1 9 1, 6 6 6. 6 8 , lus V A T f R U B 3 4, 5 0 0 p o
3. f p ies Na t me s o ar	O O O O d ing ( ice ) L U K I L Tr Ho L a us e ns ee
	( ice ) O A O "L U K O I L " L 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 ing ( he ina f he "A "). L t ter t t ns 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 ice he ice he ig h ie he hn ica l s da ds k In Ag L L "W t t t, t ts t t t to tar ts t tec tan ac co r nc e w ree me n ns or g ran ns ee r us e p rop r as se r or y – 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 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.
8. O he ia l f he ion t ter ter t tra t r m a ms o ns ac	T he L ice is d he ig h he Te hn ica l S da ds for io d f f ive fro he da in d ica d in he Ac te t t to t tan t te te t t o ee e er ea ns g ran r us c r a p o y rs m n ing he ig h he i f he ian de ion Ru Fe t t t o t ter tor t t g ran r n r y o ss ra T he Ag i l l e in for fro he da f i ig ing d w i l l r in in for i l he Pa ies ha le ly d isc ha d t w ter to t ts t t t te ree me n n ce m y o s n an em a ce un r ve co mp rg e , he b l ig ion he ha d. t t t te o a s y ve ac ce p

be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	5 4
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. Na f p ies t me s o ar	O A O Ba k Pe ( Ba k ) tro n co mm erc e n
	( ) O A O "L U K O I L " Co mp an y
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 de k f ( he ina f he Su Ag Co Re Ba Ac Ag No 0 4 1 0 8 2 8 1 Ju 2 0 0 4 ta t to te t t t ter t p p en ree me n rp ora s n n co un ree me n o ne 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 k o lem in ian ( he Ac ) d p i de lem In Ba Ru t t t, t t t t a t t t t t t ac co r nc e w ree me n n p en s a se en cc ou n ss cu rre nc y co un an rov s s e en
	d c h s ice he d p he du ip la d by he f fec ive leg is la ion f he Ru ian Fe de ion he t ter t to t t te t t t t t t an as erv s o n ms an ur su an p ro ce re s u e o ss ra ,
	la f he k o f ia, d he Ag Ba Ru tor ts t t t. reg u y ac o n ss an ree me n
	T he Su lem l Ag la he la ion be he Co d he Ba k w he he Ba k m ke / fro he ta t r tes t t tw t t t ts to t p p en ree me n eg u re s ee n mp an y an n n n a s p ay me n m
	Co 's t. mp an ac co un y
	T he Co he i h dra l o f fun ds fro he Co 's Ac he f he Pa ic ip in he ( leg l to t t t t to t ts t t ts t tem mp an y ag ree s w wa m mp an y co un ac co un o r an sy s a
	i ies ha bs i d iar ies d a ia f he h ic h ha d in he lev i h he k ) in he Co Ba t t t t a tes t ter to t t a ts t t t en re su an sso c o mp an ve en e re an g ree me n n y, w w
	for do d ing he l im i b l is he d for Pa ic ip d c fer ts to t ts t e t t ts ta tem t ts, am ou n ne ce ssa ry p ay p ay me n cu me n no xc ee p ay me n es sy s r an an on s
	he k he ig h dra de be ha l f o f he for he i f fun ds in da i h he Ba Co t t t to t o t t t tan t t ter on n r up p ay me n r rs on mp an re m ce o ac co r nc e w ms w y
	f he Su lem l Ag fro he Co 's he f ic ip in he Pa t ta t t ts to t ts t ts t tem o p p en ree me n m mp an y ac co un ac co un o r an sy s
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
	Bo d o f D ire f O A O Ba k 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 m em r o an ag em en mm o sp ou se o an r zm ,
	M be f he Bo d o f D ire f O A O Ba k 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 f he i f is im l ly he ha irm f he Le Ar Fe M Co O A O "L U K O I L ", C 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
	Bo d o f D ire f O A O Ba k Pe tor tro ar c s o n co mm erc e.
	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 eo us a m em r o ar u ,
	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 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 a p p rov e	5 5
Bo d o f D ire tor ar c s
2. 1. Pr ice ( in U S D ) t am ou n	T he in for he i l l be im ly U S D 6 9 0, 3 9 5. 8 3 ter t t te es y ea r w ap p rox a
2. 2. ice ( in ) Pr R U B t am ou n	he in for he i l l be im ly 2 2, 0 0, 0 0 0 T R U B 5 ter t t te es y ea r w ap p rox a
f p ies 3. 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	Su lem l Ag Co i de k Ac Ag 0 4 1 0 8 2 8 f 1 2 0 0 4 ( he ina f he Re Ba No Ju ta t to te t t t ter t p p en ree me n rp ora s n n co un ree me n o ne re
	"). "A t 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 Ba k o lem in Ru ian ( he Ac ) d p i de lem t t t, t t t t a t t t t t t e w ree me en se en rre e en ac co r nc n n p s a cc ou n ss cu nc y co un an rov s s
	d c h s ice he d p he du ip la d by he f fec ive leg is la ion f he ian de ion he Ru Fe t ter t to t t te t t t t t t an as erv s o n ms an ur su an p ro ce re s u e o ss ra ,
	la f he Ba k o f Ru ia, d he Ag tor ts t t t. reg u y ac o n ss an ree me n
	da i h he Su lem l Ag he k w i l l a in he ba lan f fun ds he Ac he f In Ba t t ta t t ter t o t t t a t t tar t o ac co r nc e w p p en ree me n n cc ru e es n ce o on co un s
	he ba k ing da d ing R U B 1, 5 0 0, 0 0 0, 0 0 0, f 1. 5 % for h da ing fro he da fo l low ing he da he t t e t a te tar t t t t n y, no xc ee a ra o e ac y, s m y y
	lem l in for d he da he lem l is l le d, inc lus ive Su Ag Su Ag ta t e ter to to t t ta t p p en ree me n n s ce an p p en ree me n ca nc e y
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 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 m em r o an ag em en mm o sp ou se o an r zm ,
	M be f he Bo d o f D ire f O A O Ba k Pe ty tsy t tor tro em erc e. a n, a m r o ar c s o n co mm
	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	In d by he Ba k w i l l be i d he Ac he las bu ine da f e h in io d. ter t a t to t t o t t ter t p es cc ru e n p a co un n s ss y o ac es er
	he in be ha d u i la l ly by he k, i h n i f ica ion he les ha f ive bu ine da be for T Ba Co ter t r te ter t t t t to t t t es a ma c ng e n a n o mp an no s n s ss s e y w y y
	he da he ha in f fec t te t to t. c ng es co me e
	f he ba lan f fun ds he he f he ba k ing da ds in i l l a I Ac R U B 1, 5 0 0, 0 0 0, 0 0 0, t t t a t t tar t o t ter t w t ce o on co un s n ex ce e es cc ru e o n a n a mo un y
	l 1, 0 0, 0 0 0, 0 0 0. R U B 5 to eq ua

1. Nu be f he ion d by he t tra t t m r o ns ac a p p rov e	5 6
d o f ire Bo D tor ar c s
ice ( in ) 2. 1. Pr U S D t am ou n	U S D 4 7 7, 3 0 7. 3 5
ice ( in ) 2. 2. Pr R U B t am ou n	R U B 1 5, 0 0 1, 7 7 0
ies 3. Na f p t me s o ar	( b ) O A O R I T E K De tor
	O A O "L O " ( Gu ) U K I L tor ara n
f be f ic iar ies 4. Na me s o ne	-
f ion 5. Na tra t me o ns ac	de i f ica ion ( he ina f he "). In "C t tra t ter t tra t mn co n c re on c
b j f he ion 6. Su t o t tra t ec ns ac	he he ies ha d i de he ( d b les ) i d by he Pu Co Pa 1 5, 0 0 0, 0 0 0 r Gu t to t tra t, t t to t t t to t tor to rsu an n c r ve ag ree co ns r am ou n no ex ce e ou p a ara n
	he in is f du ion d Sc ien f he ian de ion ( C l ien ) in for f i b l ig ion de he Co f M E Ru Fe t try t t t t ts t t tra t o o ca an ce o ss ra p er ma nc e o o a s u n r n c
	Gu be he C l ien d he Gu lu de d a i he for f he De b 's b l ig ion he C l ien tee tw t t a t tor ty t t tor t to t t ara n ee n n ara n co nc s s ec ur on p er ma nc e o o a s ,
	de S Co he for f de ig d de lop k ( he ina f he "C f Gu "), he ta te tra t o t t w ter t tra t o tee t t un r a n c n p er ma nc e o s n a n ve me n or re on c ara n as am ou n
	be d by he De b he Gu i h he f in for i he by he de d l ine d a d ing to tur t tor to t tor t t t o ter t ts t ter t to re ne ara n w p ay me n es us e o n ms a an cc or ,
	he du de ine d by he Co t ter t tra t. p ro ce re m n c
ds for in d p 7. Gr 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 O A O R I T E K. tor o c s o
	la d im ir i l iev ic h ly k, be f he i f is im l ly be f he V V M M Co O A O "L U K O I L ", ta t t t tee tan t mm
	a a m em r o an ag em en o s eo us a m em r o u u d o f ire f O A O Bo D R I T E K. tor 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 b de ke he Gu 1, 0 0 r b les lus A f 2 0 r b les i h in 1 8 0 c len da da f he ig ing f T De 5 V T 7 tor ta to t tor t ter t un r s ara n ou o ou w a r s a s n o
	p ay p y , , he Co f Gu ion f he Gu for he is ion f he T he da f s ig ing f he Co f t tra t o tee t t tor t t tee te t tra t o n c ara n as re mu ne ra o ara n p rov o g ua ran o n o n c
	Gu i l l be i de d he da f p is ion f he tee t te t tee ara n w co ns re o rov o g ua ran
	T he De b i l l p in he f he fun ds fer d by he Gu he C l ien in for f he b l ig ion tor ter t o t t o t tra t tor to t t t t w ay es n am ou n ns re ara n p er ma nc e o o a s
	de he f in be de ine d in da i h he ke ing l icy for de in ing in Co Gu M Po t tra t o tee t to ter t t t ter ter t un r n c ara n an am ou n m ac co r nc e w ar m es ,
	loa be O A O "L U K O I L " d he Ru ian isa ion f he L U K O I L Gr d by de is ion f he tes tw t t t t ra o n ns ee n an ss o rg an s o ou p, ap p rov e c o
	i f be ( inu ), de d. M Co O A O "L U K O I L " o 2 1 De 2 0 0 9 No 3 6 t t tee tes an ag em en mm o n ce m r m as am en
	h is Co i l l e in for fro he da f i ig ing d w i l l r in in for i l he ies ha le ly d isc ha d T Pa tra t w ter to t ts t t t te n c n ce m y o s n an em a ce un r ve co mp rg e ,
	he b l ig ion he ha d. t t t te o a s ve ac ce p y

1. Nu be f he ion d by he t tra t t m r o ns ac ap p rov e	5 7
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
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 Un 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 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	Su lem l Ag 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 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 i ba lan he for he i f he As ia ion Pu 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 Ac d ing he Su lem l Ag he Co i l l a lso i de f f ice ip ( in C P U, i ) for he to t ta t, t t ter tor t co r p p en ree me n mp an y w p rov o e q u me n p r m on , i f he ia ion fro be As 1 Oc 2 0 1 1. tu tou t t to g ra s u se o so c m r
ds for in d p 7. Gr 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 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 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 , is ing fro be 1 Oc 2 0 1 1. to ar m r

be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	5 8
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 iss ion fee is S 4, 4 1. 0 3. he im f he Ag 's im bu b le is T U D 5 T te t o t te t o t t ap p rox a am ou n co mm ap p rox a am ou n en re rsa ex p en ses
	U S D 7 3 5, 6 4 7. 0 9.
ice ( in ) 2. 2. Pr R U B t am ou n	he im f he iss ion fee is he im f he im bu b le is T R U B 1 4 0, 0 0 0. T Ag 's te t o t te t o t t ap p rox a am ou n co mm ap p rox a am ou n en re rsa ex p en ses
	2 2, 6 8 0, 0 0 0. R U R
3. f p ies Na t me s o ar	O A O "L O " ( Ag ) U K I L t 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 Ag 1 0 1 0 6 2 o f 1 be 2 0 1 0 ( he ina f he "A "). No 7 No ta t to t ter t t p p en ree me n en cy ag ree me n ve m r re g ree me n ,
6. Su b j f he ion t o t tra t ec ns ac	he Ag he Ag de ke for leg l a d o he ion for fee he ins ion f he inc ip l, in i Pu Pr t to t t, t t u ta to t t t tru t t ts rsu an ree me n en n r s p er m a n r a c s a on c s o a ,
	bu he f he Pr inc ip l, ize he ion f o i l o ive bo in he d by he t a t t t to t tra ta t ts t t a t ow n na me ex p en se o a org an ns p or o n r r a am ou n nn ou nc e
	inc ip l a d d 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 Pr Pa T Le O Ga t t t tra te t t a n ag ree up on r wr o ns p or m c o vo rez y n s
	Pr du ion d Pr ing S i ( O G P P S ) f T P P Vo lg dn f be lon ing he Pr inc ip l, do k No 5 o f he Ta ka i l t te teg to t to t ty o c an oc ess o og ra e az g a c an o ,
	loa d ing ina l, be lon ing lg dn f bo ka O O O L U K O I L- Vo ter to tep t m g og ra e ere ra

	Pu he Su lem l Ag he d ing f p in 8. 2 o f Se ion 8 o f he Ag ha l l be ise d d he t to t ta t, t t t t t s to ten t ter rsu an p p en ree me n w or o o c ree me n re v ex m f ion de he be Ag 3 1 De 2 0 1 2. tra ta t t t to o ns p or un r ree me n ce m r
ds for in d p 7. Gr 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 O A O R I T E K. tor o c s o
	la d im ir i l iev ic h ly k, be f he i f is im l ly be f he V V M M Co O A O "L U K O I L ", 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 u u d o f ire f O A O Bo D R I T E K. tor ar c 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 de he in ha d. A Ag t ter t t r r ms un r ree me n em a un c ng e
	T he Su lem l Ag in for fro he im f i ig ing ta t e ter to t t ts p p en 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 a p p rov e	5 9
d o f ire Bo D tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	An l lea ha l l be S 9 0, 9 2 0. 6 6, lus A f S 1 6, 3 6 2 U D V T U D 5. 7 t s nu a se p ay me n p o
ice ( in ) 2. 2. Pr R U B t am ou n	l lea ha l l be lus f An R U B 2, 7 7 3, 0 8 0, V A T R U B 4 9 9, 1 5 4. 4 0 t s nu a se p ay me n p o
f p ies 3. Na t me s o ar	d ing ( ) O O O L U K O I L Tr Ho Le a us e sse e
	O A O "L O " ( ) U K 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	Ag ( he ina f he "A "). Pr Le ty t ter t t op er ase 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 i de for fee for he by he f he ( fur i ) l is d in Pu Ag Le Le t to t t, t t tem t t ty tur te rsu an ree me n sso r p rov s, a p ora ry us e sse e o p rop er n e ,
	Ap d ix No 1 he Ag to t t. p en ree me n
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 me em en e. a m r o an ag mm o a us
he ia l f he ion 8. O t ter ter t tra t r m a ms o ns ac	h ly lea ha l l be lus f M R U B 2 3 1, 0 9 0, V A T R U B 4 1, 5 9 6. 2 0. t t s on se p ay me n p o
	he f he Ag is fro he he is fer d u de he f, h be for he T I ter t t t t t ty tra t tan t. t t m o ree me n on e y ea r m m om en p rop er ns re n r ac cep ce ac on e m on e
	ire f he ies i f ies he he in i ing f i de is ion d he f he he Ag Pa Ag t e t t t t t t ts t to ten t ter t t, t ree me n xp s, no ne o r n o o r wr o c n o ex m o ree me n
	Ag ha l l be de d e de d for he d o he d i ion t s ten t ter t t ree me n em e x sa me m an n sa me co n s.

be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	6 0
d o f ire Bo D tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	he im i l l be S 3, 2 6 1, 8. 6 0 T U D 5 7 te t w ap p ro x a am ou n
2. 2. ice ( in ) Pr R U B t am ou n	he im i l l be 1 0 0, 0 0 0, 0 0 0 T R U B te t w ap p ro x a am ou n
f p ies 3. Na t me s o ar	( ) O A O "L U K O I L " Bu y er
	O A O R I T E K ( Su l ier ) p p
f be f ic iar ies 4. Na me s o ne	-
5. Na f ion 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	Pu he Co he Su l ier de ke de l ive he Bu fro 0 1. 0 1. 2 0 1 2 3 1. 0 3. 2 0 1 3, d he Bu de ke t to t tra t, t ta to to t to t ta to rsu an n c p p un r s r y er, m an y er un r s

	d p he Su l ier for he leu ia d g d /or l g ( he ina f 'g '). Ga de l ive ies ha l l be for d t a t t tro te tur ter ac ce p n ay p p p e m as so c as an na a as re as s r s p er me in he fo l low ing he l o f 2 9, 4 1 0 m i l l ion 3 in 2 0 1 2, d 3, 0 0 0 m i l l ion 3 in he f irs f 2 0 1 3. t ts: t to ta t t q ter am ou n m an m ua r o
7. Gr ds for in d p 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 D ire f O A O R I T E K. tor o c s o
	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 V V M M U K I L 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 d o f ire f Bo D O A O R I T E K. tor ar 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 da f i ig ing d s ha l l r in in for h d u i l s lem ha be T Co 3 1 M 2 0 1 3 a tra t e ter to t te ts to t t t ts n c n s ce m o s n an em a ce arc n n e en ve en for d in fu l l. p er me

be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	6 1
Bo d o f D ire tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	S 4 8 4, 0 4 1 2 U D 7.
2. 2. ice ( in ) Pr R U B t am ou n	1 0 0 0, 0 0 0 R U B 5,
f p ies 3. Na t me s o ar	in is f du ion d Sc ien f he ian de ion ( C l ien ) M E Ru Fe try t t t t o ca an ce o ss ra
	O A O "L U K O I L " ( Gu ) tor ara n
4. f be f ic iar ies Na me s o ne	O A O R I T E K
f ion 5. Na tra t me o ns ac	Co f Gu ( he ina f he "C ") tra t o tee ter t tra t n c ara n re on c
6. Su b j f he ion t o t tra t ec ns ac	he Co he Gu de ke be b le he C l ien for he du for by O A O Pu R I T E K t to t tra t, t tor ta to to t t t rsu an n c ara n u n r s a ns we ra u n e p er ma nc e ( he ina f he "C ") f i b l ig ion de S Co he for f de ig d de lop k ter t tra tor ts t ta te tra t o t t w re on c o o a s un r a n c n p er ma nc e o s n an ve me n or ( he ina f he "S Co "), i h he ice f he k b l is he d in he f 1 3 0, 0 0 0, 0 0 0, for he io d fro he R U B ter t ta te tra t t t t ta t t o t t re n c w p r o w or es am ou n p er m da f c lus ion f he S Co 2 2 No be 2 0 1 3 inc lus ive te t ta te tra t to o on c o n c ve m r
	T he Gu i l l be j in d l l ia b i l i i h he Co he C l ien in he f he for du tor t a ty t t tra tor to t t t t o t ara n w ar o n sev era w n c ev en n on -p er ma nc e o r u n e for by he f he b l ig ion i d u de he he f he l ia b i l i de Co S Co T Gu 's t tra tor t t t a te t ta te tra t. t o t tor ty p er ma nc e n c o o a s cc ep n r n c am ou n ara n un r he Co is l im i d he inc ip l a f 1 0 0 0, 0 0 0. R U B 5, t tra t te to t t o n c p r a mo un
Gr ds for in d p 7. 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 R I T E K. tor o c s o
	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 V V M M U K I L 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 Bo d o f D ire f O A O R I T E K. tor 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 Gu i l l be ina d: tee ter te ara n w m i f he b l ig ion f he de he ha be de d a f he ig ing f he ( by lem l Co S Co Co t t t tra tor t ta te tra t ter t t tra t ta o a s o n c un r n c ve en am en s n o n c su p p en - he S Co ), d he ha lea d inc in l ia b i l i he dv for he Gu ts to t ta te tra t t to ty t t tor ag ree me n n c an se c ng es an rea se or o r a ers e c on seq ue nc es ara n i ho he bs i f he la t t t t w t ten t o t t ter su eq ue n r co ns en ; w u i f he C l ien fu he ion f he S Co d by he Co Gu i f he Gu t t r to t t t t ta te tra t p t tra tor tor t tor e ses ac ce p ex ec u o n c rop os e n c o r ara n ara n ca n - , ha h is ion ia t t t t te; p rov e ex ec as ap p rop r u w i f he de b de he S Co ha be fer d fro he Co he i h he f he C l ien i f he t t u t ta te tra t tra t tra tor to t ty t t t o t t, t n r n c s en ns re m n c an o r p ar w co ns en - Gu d i d n be b le he C l ien for h is he tor t a to to t t t t ty. ara n o g ree an sw era o r p ar

h is i l l e in for fro he im f i ig ing d w i l l r in in f fec i l be inc lus ive T Co 3 0 Se 2 0 1 3 tra t w ter to t t ts t u t tem n c n ce m e o s n an em a e n p r ,

1. be f he ion d by he Nu t tra t t m r o ns ac a p p rov e	6 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 im f he l c iss ion fee is U S D 6 0. 7 9, lus V A T f U S D 1 0. 9 4. T he im f he te t o t te t o t ap p rox a am ou n an nu a om m p o ap p rox a am ou n
	Ag 's l r im bu b le is S lus A f S U D 6 0 7, 9 7 9. 7 3, V T U D 1 0 9, 4 3 6. 3 5. t en an nu a e rsa ex p en ses p o
ice ( in ) 2. 2. Pr R U B t am ou n	he im f he l c iss ion fee is lus f he im f he T R U B 1, 9 0 2. 0 0, V A T R U B 3 4 5. 6. T te t o t te t o t ap p rox a am ou n an nu a om m p o ap p rox a am ou n
	Ag 's l r im bu b le is 1 9, 2 0 0, 0 0 0, lus A f 3, 4 6, 0 0 0. R U B V T R U B 5 t en an nu a e rsa ex p en ses p o
3. f p ies Na t me s o ar	O A O "L O " ( Ag ) U K I L t 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	-
5. Na f ion 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 ,
6. Su b j f he ion t o t tra t ec ns ac	he Ag he f he inc ip l he Ag de ke lu de i h A O G in i Pu Pr Z K P M t to t t, t t t o t t t u ta to tra t w t ts rsu an ree me n a re q ue s a en n r s co nc a co n c ow n
	bu he f he inc ip l, he for f a d i f he inc ip l f ina ia l s for in da Pr Pr 's 2 0 1 1 t a t t t t t o t ta tem ts na me ex p en se o a on p er ma nc e o n a a nc en ac co r nc e u
	i h ian Ac ing S da ds Ru t t tan w ss co un r
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. tor o c s o
	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 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
	d o f ire f Bo D O A O R I T E K. tor 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 Ag de ke i de he inc ip l w i h a he ise f he ho i i h in 1 bu ine da fro he T Pr 5 t u ta to t t t o t t t ty t t en n r s p rov a re p or n ex erc o ag en cy au r w s ss y s m
	la for he d i f he inc ip l f ina ia l s Ag 's Z A O K P M G Pr 's t tes t p t to t t o t ta tem ts. en ay me n au a nc en
	he inc ip l u de ke im bu he Ag for l l e inc d he by in ion i h he ise f he T Pr ta to t t t t t t t a n r s re rse en a xp en ses urr e re co nn ec w e xe rc o a g en cy
	ho i inc lu d ing V A T ( 1 8 % ), la ha 1 5 bu ine da fro he da he Ag 's is d. t ty, ter t t te t t t en rep e au r no n s ss y s m or ap p rov
	he Ag 's fee ha l l be 0. 0 1 % f he f he Ag 's inc d u de he i h A O G, lus A T Z K P M V T t t a t t t o t t t tra t w t en s se o am ou n en ex p en ses urr e n r co n c p
	f 1 8 % o
	he Ag in for fro he da i is ig d by ho ize d r ive f he ies d s ha l l r in in f fec T Pa t e ter to t te t t ta t t t t ree me n n s ce m s ne au r ep re sen s o r an em a e
	i l he Pa ies for he ir b l ig ion in fu l l. t t t t t un r p er m o a s

be f he ion d by he 1. Nu t tra t t m r o ns ac a p p rov e	6 3
Bo d o f D ire tor ar c s
2. 1. ice ( in S ) Pr U D t am ou n	S 6 2 0 p ic U D tr ton er me ne
2. 2. ice ( in ) Pr R U B t am ou n	1 9, 1 2 ic R U B 7 p tr ton er me ne
f p ies 3. Na t me s o ar	( l ler ) O A O "L U K O I L " Se
	U A B L U K O I L B A L T I J A ( Bu ) y er
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 Su ly Co 1 0 1 0 0 6 o f 0 2 h 2 0 1 0 ( he ina f he "C "). * No 7 M ta t to tra t ter t tra t p p en ree me n p p n c arc 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 b i in he f u he d c d i ion ip la d Pu Co Se 5 0, 0 0 0 t to t tra t, t tum t t o to ton t ter t t te rsu an n c w r en s am ou n p ne s, on ms an on s s u
	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 in he t tra t, t ta to t t tes to t te t n c an y er un r s p ay g oo re ce an cc or p ro ce re
	Co tra t. n c

	Ac d ing he Su lem l Ag in 1. 1 o f s ion 1 o f Ap d ix 1 he Co ( ion "P ice ") ha l l be ise d No to t ta t, t t to t tra t t co r p p en ree me n p o ec p en n c sec r s re v du he ice ic f he ds du d by iz he dn f in ( k for du ing de O O O L U K O I L- N A to t tr ton t teo tez toc re ce p r p er me ne o g oo p ro ce g oro e rg s s p ro c g ra f b i ) fro S 0 3 S 6 2 0 p ic U D 7 U D tum to tr ton ro o es m er me ne
ds for in d p 7. Gr ta tus ter te ty ou n s as an es ar	d im i ko lae ic h by be f he i f is im l ly be f he Va N Vo M Co O A O "L U K O I L ", t t t tee tan t v ro ov a m em r o an ag em en mm o s u eo us a m em r o , Su iso Bo d o f U A B 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	l l o he f he in ha d. A Co t ter t tra t r r ms o n c em a un c ng e he Su lem l Ag in for fro he im f i ig ing T ta t e ter to t t ts p p en ree me n n s ce m e o s n