Lukoil — Annual Report 2013

Dec 31, 2013

TENTATIVELY APPROVED by the Board of Directors of the Open Joint Stock Company "Oil company "LUKOIL" Minutes No. 11 of 14 May 2014

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

(signature)

[stamp]

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

for 2013

President V.Yu. Alekperov _________________

(signature)

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

(signature)

Forward-looking statements3
OAO "LUKOIL" – the corporate centre of the LUKOIL Group. Development prospects of OAO
"LUKOIL" 4
EVENTS in 20136
EXPORATION & PRODUCTION9
Reserves11
Geological exploration13
Development and Production 17
Prospective Projects22
LUKOIL-Komi28
Technologies31
REFINING, PETROCHEMICALS, POWER GENERATION AND MARKETING 34
Oil Refining 35
Gas Processing41
Petrochemicals42
Power Generation 44
Sales of Oil & Gas46
Petroleum Product Marketing50
Corporate Responsibility 55
Protecting the Environment 56
Health and Safety58
Personnel60
Working with Communities 64
Cooperation with Stakeholders68
Information on the amount of each type of energy resource used by OAO "LUKOIL" in 2013 in
physical and monetary units70
Board of Directors and Management Committee71
Report of the Board of Directors of OAO "LUKOIL" on the development of OAO "LUKOIL" in
priority lines of business89
OAO "LUKOIL": Priority areas of activity95
Dividends98
Company Securities99
Description of the key risk factors associated with the operations of OAO "LUKOIL"102
Information on compliance with the Corporate Governance Code110
List of transactions carried out by OAO "LUKOIL" in 2013 that are recognised as major
transactions in accordance with the Federal Law On Joint Stock Companies124
List of transactions carried out by OAO "LUKOIL" in 2013 that are recognised as interested-party
transactions in accordance with the Federal Law On Joint Stock Companies124

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. Development prospects of OAO "LUKOIL"

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".

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.

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 net profit of OAO "LUKOIL" under Russian accounting standards in 2013 equalled RUB 209,870,651 thousand, compared to RUB 217,807,128 thousand in 2012, and sales revenue (less valueadded tax and excises) in 2013 equalled RUB 260,008,509 thousand, compared to RUB 305,067,123 thousand in 2012.

As at 31 December 2013 more over 45,000 legal entities and individuals were registered in the Company"s shareholders register.

OAO "LUKOIL"s" share capital is RUB 21,264,081.375, and is divided into 850,563,255 ordinary registered shares with a par value of 2.5 kopecks each, equalling 100 per cent of share capital.

OAO "LUKOIL"s" shares are on the A1 Quotation List (highest level) of the Russian MICEX exchange. The depositary receipts issued on Company shares are traded on the stock exchanges in London, Frankfurt, Munich, Stuttgart and on the over-the-counter market in the USA.

In 2013 the Company continued to pay interim dividends. By decision of the extraordinary General Shareholders Meeting held on 30 September 2013, OAO "LUKOIL" paid interim dividends of over RUB 42 billion based on the results of the first six months of the 2013 financial year. The amount of dividend per ordinary share equalled RUB 50.

In December 2013 the Company redeemed non-convertible documentary interest-bearing bearer bonds series 04 worth a total of USD 6 billion of the principal debt.

As part of the development and improvement of the corporate risk management system at LUKOIL Group organisations, the Board of Directors approved the Regulations on Risk Management at OAO "LUKOIL". Based on this document, the Company keeps a Corporate Risk Register, a comprehensive list of risks faced by LUKOIL Group organisations including key features of risks and measures to mitigate such risks.

Development prospects of OAO "LUKOIL"

As the centre of organisational and financial management of the LUKOIL Group, OAO "LUKOIL" develops the Group"s overall operating and development guidelines and determines the resources and methods necessary to achieve these benchmarks.

According to the Strategic Development Programme of the LUKOIL Group for 2012–2021, approved by the Board of Directors of OAO "LUKOIL" in December 2011, the Company"s strategic goals include:

• improving investment appeal and a sustainable increase in shareholder value;
• ensuring environmental and industrial safety, social and personal security;
• implementing investment projects with an internal rate of return no lower than the approved rate;
• achieving a return on capital employed comparable to the leading peer companies;
• ensuring full compensation of production with a growth in reserves;
• ensuring an average annual growth in hydrocarbon production of at least 3.5%;
• increasing the share of the Exploration & Production business segment"s foreign projects in free cash flow;
• meeting the demand for light petroleum products on the LUKOIL Group"s strategic markets;
• the gradual transition to deep refined production, while bringing the Group"s refinery structure up to the level of comparable peer companies;
• maximising the Company"s value from use of integration opportunities.

EVENTS in 2013

First quarter

Signing of a further agreement to the contract for the West Qurna-2 field

The additional agreement is for transfer from Norwegian Statoil to a LUKOIL Group organization of an 18.75% interest in the project. The parties agreed to reduce the target production level from 1.8 million to 1.2 million barrels per day and also to extend the target production plateau from 13 to 19.5 years and the total duration of the contract from 20 to 25 years. These changes to parameters substantially reduce risks associated with project implementation.

• Starting modernization of the Volgograd Refinery, construction of a deep processing unit for vacuum gas oil

Total value of the contract is in excess of \$1.4 billion and completion is scheduled for 2016. Launch of the new unit will enable the Volgograd Refinery to increase Euro-5 diesel production by 1.8 million tonnes per year. The upgrading work includes the installation of mild hydrocracking of vacuum gas oil with capacity of 3.5 million tonnes per year with a conversion rate of 75%, representing one of the largest installations of its kind in the world, as well as a combined unit for production of sulphur and hydrogen capacities.

• Start of construction of a combined cycle generating unit as part of the new gas processing complex in the Northern Caspian

The combined cycle gas turbine (CCGT) unit has output capacity of 135 MW of electricity and 58 Gcal per hour of heat. It will be powered by associated gas produced at fields in the Northern Caspian.

Second quarter

• Acquisition of ZAO "Samara-Nafta"

OAO "LUKOIL" signed an agreement to purchase 100% of ZAO "Samara-Nafta" for \$2.1 billion, representing \$3.4 per barrel of C1 + C2 reserves. The company produces about 2.5 million tonnes of crude oil per year in Samara and Ulyanovsk Regions. Most company fields are in initial stages of development and have potential for maintaining and increasing production levels. The presence of LUKOIL Group"s oil refining, petrochemical and transport capacities in the vicinity offers substantial synergies.

• Acquisition of a 50% interest in Kama-Oil

LUKOIL acquired a 50% interest in ZAO "Kama-Oil" for \$400 million, increasing the Group's stake in the company to 100%. Kama-Oil is engaged in the exploration and production of hydrocarbons in Perm Region of the Russian Federation.

• Eurobond issue

A LUKOIL Group organization completed a \$3 billion Eurobond issue. The bonds are in two tranches of \$1.5 billion each with maturities of five years at 3.416% and 10 years at 4.563%.

• Early oil project starts at the Imilorsko-Istochny license area

LUKOIL created a governing council for the project and approved the implementation schedule. During 2013-2016 additional seismic work will be carried out, 15 previously drilled exploration wells will be retested and four new exploration wells will be built. Reserves will be recalculated using the data, which are obtained. Early oil should start to flow in 2015.

• Commissioning of the main compressor station at the Nakhodkinskoye field

LUKOIL commissioned the first phase of the main compressor station to carry gas from Group fields in the Bolshekhetskaya Depression to the OAO Gazprom transportation system. The first phase of the station has capacity of 18 billion m³ per year. Construction of the second phase with 9 billion m³ annual capacity is planned in 2015-2016.

• Expanding wind energy business

The Company LUKERG Renew (a parity JV between OOO "LUKOIL-Ecoenergo" and Italian ERG Renew S.p.A.) acquired two wind power stations with total capacity of 84 MW from the Danish company, Vestas. Clean electricity generating at the Gebeleizis and Khrabrovo windfarms will save 77,000 tonnes of CO² emissions each year.

• Acquisition of the European lubricants business of OMV

A LUKOIL Group organization acquired the OMV lubricant blending plant with annual capacity of 80 thousand tonnes located in the suburbs of Vienna (Austria), as well as sub-divisions of OMV, which distribute finished products in Europe. The transaction will provide synergies with LLK-International plants in Romania and Finland, optimize the logistics of lubricant supply to strategic partners and reinforce the Company"s science and technology capacities for the development of new lubricants.

Third quarter

• Start of work on construction of an associated gas pipeline in Perm

LUKOIL Group began construction of a pipeline to transport associated petroleum gas from the Kokuiskoye field to OOO "LUKOIL-Permneftegazpererabotka", gas-processing plant. The pipeline will be 105 km long and have annual capacity of 1 billion m³ . Commissioning is scheduled for August 2014. Construction of the pipeline is part of LUKOIL Group"s corporate program for utilization of associated gas.

• Bashneft-Polyus starts production in the Trebs and Titov field development project

OOO "Bashneft-Polyus", a joint venture between OAO "LUKOIL" and JSC Bashneft, began oil production in the project for development of the Trebs and Titov fields in Nenets Autonomous District. Production in 2013 was in test mode. Commercial operation of the fields is scheduled to begin in 2016.

• Retaining leadership as the most "trusted brand"

The Company topped the filling station rankings once again in the 2013 round of "Trusted Brand" research, organized in Russia by Reader's Digest international publishing house. LUKOIL filling stations were the choice of 36% of survey respondents. The Company has kept is pole position in the survey from 2006 to 2012. LUKOIL also ranked highest in the "Trusted Brand. Green Planet" nominations, where consumers awarded Company filling stations top marks for environmental protection.

• Company executives ranked among best Russian managers in 2013

The Association of Russian Managers and Kommersant publishing house presented the 14th annual ranking of the leading Russian managers. The President of OAO "LUKOIL", Vagit Alekperov, was placed among top Russian business leaders and a number of senior Company executives figured high in the Energy and Fuel Industry rankings.

• Company shareholders approve payment of interim dividends

Shareholders of LUKOIL decided to pay interim dividends for the first half of the 2013 financial year in the amount of 50 rubles per ordinary share.

Fourth quarter

• Work starts to modernize mini-refinery in Kogalym

The project envisages construction of an isomerization unit, reconstruction of the diesel hydrotreatment unit and construction of a gasoline blending unit. Following completion of the work in December 2014 the plant will start production of Euro-5 fuels.

First stage of V. Filanovsky field construction is completed

LUKOIL completed the installation of substructures for the ice-resistant fixed platform, central processing platform, platform with living quarters and riser block at the V. Filanovsky field in the Caspian Sea. This means that all major construction work, which was scheduled at the field in 2013, was successfully completed. Construction of the platform upper sections and the start of drilling work will go ahead in 2014.

EXPORATION & PRODUCTION

Strategic target	Progress in 2013	Priorities in 2014
Reserve replacement	The level of reserve replacement grew by 10 p.p. in 2013 to 113%	Further reserve replacement through increase of reserves
Operational growth	Hydrocarbon production grew by 1.5% in 2013	Launch of new projects, development of promising regions, which will provide a basis for further growth
Increase output using enhanced oil recovery (EOR) techniques	Intensive use of EOR technologies in 2013 produced 24.4 million tonnes of crude oil, which is 6% more than in 2012	Development of high-viscosity oil in the Komi Republic, introduction of new highly efficient technologies for hard-to-recover reserves extraction (low permeable reservoirs, Bazhenov, Domanic, Abalak and Tyumen formations).
Develop new priority projects	We successfully completed: the first stage of construction of the V. Filanovsky field, preparation for production at the West Qurna-2 field	Launch of the West Qurna-2 field. Second stage of construction of the V. Filanovsky field Development of fields in the Bolshekhetskaya Depression, Imilorsko Istochny license area, V. Vinogradov field in Western Siberia and field in the Denisovskaya Depression in Timan Pechora Implementation of the early gas project at the Kandym field in Uzbekistan
Growth of investments in Exploration & Production	We increased the share of investments in the E&P segment to 78% of total investments in 2013, including capital expenditures on existing assets and investments for acquisitions in the Samara and Kama regions	Further increase of investments in the E&P segment
Increase the share of production in international projects	We are developing a number of international projects to diversify our portfolio (in Iraq, Uzbekistan, etc.)	Further development of international projects Launch of the West Qurna-2 field
Increase the share of gas in total production	In 2013, the company continued to develop promising gas projects, in particular at the Bolshekhetskaya Depression and in Uzbekistan	Further development of gas fields in Russia and abroad

Exploration & Production segment indicators, \$ million
	2013 2012
			%
Revenue	46,455	47,469	-2.1
EBITDA	13,224	14,016	-5.7
Net income	7,528	8,447	-10.9
Capital expenditures	11,808	8,973	31.6

Price environment

The average price of Brent crude fell by 2.7% in 2013 to \$108.7 per barrel and the average price of Urals crude fell by 2.3% to \$108.0 per barrel.

The main deterrent to growth of hydrocarbon prices was growth of supply from independent producers, which outpaced growth of consumption. Expectations of an end to the quantitative easing program in the U.S. contributed to capital outflows from commodity markets.

Tax Environment

Since over 70% of the revenue of a Russian oil exporter is taken by taxes and export duties, the Company"s operating income is heavily dependent on changes in rates of taxes and duties, as well as the application of preferences.

Main tax and export duty payments by the Company other than income tax were virtually unchanged in 2013 and stood at \$30.6 billion (-2.0% to 2012).

Increase of the rate of mineral extraction tax (MET) by 2.7% in dollar terms and production growth in Russia were offset by increase of preferences (reduced MET rate for highly depleted fields and a zero rate for new fields and fields with high-viscosity oil).

Export duty payments decreased by 4.4% due to lowering of rates (following decline in the average annual oil price), reduction of oil exports and the application of preferences (reduced duty rates for new fields and fields with heavy-viscosity oil).

Financial results in the Exploration & Production segment

____________________________________________________

Revenue in the Exploration & Production business segment decreased slightly in 2013, following the decline in oil prices, and amounted to \$46.5 billion.

Capital expenditures in the segment rose by 31.6% in 2013, reflecting the peak of investment activity, due particularly to successful implementation of the large-scale West Qurna-2 project in Iraq. That project should start to provide return on investments in 2014.

Net income in the Exploration & Production segment in 2013 was \$7.5 billion. Main negative impact on net income was from the write-down of non-cash impairment. The biggest share of write-downs in the segment related to the Yuzho-Khylchuyuskoye field due to significant reduction of reserves.

Reserves

27.6 billion boe of 3P hydrocarbon reserves

LUKOIL is among the leading Russian and international companies by amounts of proved hydrocarbon reserves. Oil reserves are sufficient for 20 years of current production and gas reserves are sufficient for 26 years.

Hydrocarbon reserves are sufficient for 21 years at current production rates

LUKOIL has a well diversified portfolio of assets in Russia and abroad. More than half of proved reserves are in Western Siberia and the Bolshekhetskaya Depression, while about 10% are in international projects. Some 55% of the Company's proved reserves (including 61% for oil and 32% for gas) are in development. This reserve structure reflects high potential for production increase in the medium term, particularly with respect to gas.

LUKOIL has substantial contingent resources (12.2 billion boe at the end of 2013). The Company is carrying out extensive geological exploration work and applying innovative technologies to speed up the transfer of resources to reserves as deadlines for their development draw closer.

Most of the Group"s proved reserves are traditional. Only 4.5% of proved hydrocarbon reserves (3.9% of 3P reserves) consist of high-viscosity oil. Some 5.5% of proved reserves (7.4% of 3P reserves) are at offshore fields. This reserve structure means that the Company can control development costs efficiently and commission new fields more quickly.

The Company is making every effort to exploit its impressive resource potential and to transfer it into proved reserves for subsequent development. This approach enabled more than 100% replacement of production by new reserves in 2013.

• Proved reserves grew by 822 million boe in 2013 thanks to exploration work in traditional regions, rapid development of fields discovered in 2013 and asset acquisitions.

Organic reserve growth in 2013 was 634 million boe, which replaced 76% of production during the year. Most of the organic growth was in Russia (64% in Western Siberia and 12% in Timan-Pechora). Most of the organic growth of natural gas reserves was in the Caspian, at the Yu. S. Kuvykin field.

• Revision of previous reserve estimates gave an overall increase by 116 million boe This was possible due to improvement of development technologies at existing fields, as well as accounting of tax preferences provided by the Russian government for tight reserves and shelf reserves.

Рroved hydrocarbon reserves, 31.12.13, billion boe

Licensing

LUKOIL Group continued work in 2013 to obtain new licenses for mineral use and to optimize its license portfolio in order to improve the overall quality of its mineral resource base. The Company obtained 42 new licenses for mineral use in 2013 as a result of participation in five auctions, and also as a result of discoveries and acquisitions. The new licenses included rights to the Imilorsky area. The total number of licenses owned by LUKOIL Group organizations had increased to 468 by the end of 2013.

LUKOIL also secured the reissue of 57 licenses in 2013 as well as 31 additions to licensing agreements (including extensions), surrendered five licenses and registered 22 additions to licenses for mineral use to extend their period of validity.

Results in 2013

• 9 fields and 43 hydrocarbon pools were discovered.
• Organic growth of reserves was 634 million boe.
• Reserve replacement was 113%.
• The Company began exploration work in a new region: the Norwegian sector of the Barents Sea.

Priorities in 2014

• At least 100% replacement of production with new reserves.
• Prospecting work at the Khazri structure in the Caspian Sea.
• Further exploration work at the Denisovskaya Depression in the Komi Republic.
• Increase of drilling work in Samara and Ulyanovsk Regions.
• Further development work at the Bolshekhetskaya Depression.

Additional exploration and study of

Geological exploration

LUKOIL carries out geological exploration work in 12 countries

_______________________________________________

By investing in prospective regions both in Russian and abroad LUKOIL Group has built a well-balanced portfolio of assets, which promise rapid growth of production in the future.

The Company entered a new prospective region in 2013: the Norwegian sector of the Barents Sea, which has high potential for development.

In its exploration work LUKOIL Group makes best use of innovative technologies that can significantly improve the efficiency of exploration. The success rate of prospecting and exploration drilling by the Group in 2013 was 73%.

The Company continued to increase volumes of 3D seismic exploration in 2013 (+19.4% to 2012) in order to identify and detail structures and to prepare for drilling of exploratory wells at prospective sites.

Vertical seismic profiling, which details geological structure around a previously drilled well, was performed at 11 well sites

in 2013. Total exploration drilling in 2013 was 215 thousand meters, which is 7% more than in 2012. the Imilorsko-Istochny license area.

Geological exploration work by LUKOIL Group was particularly successful in 2013: a total of nine fields and 43 hydrocarbon pools were discovered, which is the best result in the last five years

The biggest field discovery in 2013 was the Rostovitskoye field in Perm Region (ZAO "Kama-Oil"). The Company also made rapid progress at its newly acquired asset in Samara Region: five fields were discovered, two of which have already been registered, while the other three will be added to the state register in 2014.

Main prospecting projects in 2013

Offshore Caspian

The North Caspian is a strategically important region, since it will be the main guarantor of Company production growth in the medium term. The Company is therefore paying special attention to the development of resource potential in the Caspian Sea. Preferential taxation for projects in the region offer favorable conditions for further investment in exploration work. LUKOIL"s proved reserves to international standards in the Caspian Sea increased by 51 million boe in 2013.

Total exploration drilling in the region during 2013 was 3.6 thousand meters. Two structural wells were completed, including Zapadno-Sarmatskaya Well № 2, which confirmed the presence of gas condensate reservoirs. Testing of strata gave flows of gas at 679,000 m³ and condensate at 208 m³ per day. Success of exploration drilling was 100%.

Results from the prospecting wells enabled construction of a geological model linking both the Yu.S. Kuvykin field and Zapadno-Sarmatskaya structure to Tithonian sediments.

The ZAO "KalmTatneft" joint venture (between OOO "LUKOIL-Nizhnevolzhsk" and OAO "Tatneft") began construction of Vostochno-Biryuzakskaya exploratory well № 1 at the Tsikertinsky license area to assess hydrocarbon potential in Neftekumsk sediments.

Komi Republic

The Komi Republic is an established and well-explored oil region, but it still has significant potential thanks to the development of prospective sites in the Denisovskaya Depression. A number of commercially promising fields have been discovered and brought into development there in recent years, as have some prospective structures as part of the Kurino-Patrakovsky project.

About 12% of organic growth of Company reserves in 2013 were in the Komi Republic. Total exploration drilling there in 2013 was 37.9 thousand meters

A daily flow of 410 m³of oil was obtained using a 15 mm choke at well № 5 at the Vostochno-Lambeishorskoye field.

At the Yuzhno-Bayandyskaya area a 432 m³ daily flow of light oil was obtained using a 20.6 mm choke. Geological modeling and a reserve count will be carried out at the newly discovered field in 2014.

The Baltic Sea

The Company carried out exploration work in 2013 on the coast and at offshore sites in the Russian sector of the Baltic Sea. Exploration drilling totaled 2 thousand meters. Work and studies were carried out at three wells to assess prospects for development of shale gas and oil in Kaliningrad Region. Well logging has identified intervals with high bitumen content with a view to shale oil production. Acid fracturing operations were carried out at Yuzhno-Volodarovskaya well № 1, and work is continuing to bring the well into production.

Samara and Ulyanovsk Regions

LUKOIL Group increased its exploration drilling in these Regions to 14,600 meters following the acquisition of ZAO "Samara-Nafta". These efforts led to the discovery of new fields at the Bulatovsky and Bolsheglushitsky license areas in Samara Region. Fields were also discovered at the Novomalyklinsky and Labitovsky license areas in Ulyanovsk Region. Estimation of reserves at the new fields is scheduled for completion in 2014.

Uzbekistan

Most of LUKOIL"s exploration work in international projects during 2013, including seismic and exploration drilling, was focused at the Kandym project in Uzbekistan. Well Parsankul-11 was completed and gave a gushing commercial flow of gas at a rate of 124.1 thousand m³ per day.

3D seismic, thousand km²

Exploration drilling by regions in 2013

Development and Production

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Oil Field Development and Oil Production

1.8 million boe – daily crude oil production

The Group increased its average daily oil production by 1.3% in 2013 through acquisitions and organic growth in the Caspian, the Komi Republic and Perm. Reduction of rates of production decline at mature fields in Western Siberia, which are in final development stages, represents a major achievement. LUKOIL Group is using innovative technologies , increasing volumes of drilling in Western Siberia to control and stabilize production levels. The Group is also

Progress in 2013:

• Increased of marketable hydrocarbon production by 1.5%.
• Expansion of business geography by the acquisition of new production assets.
• Stabilization of production in Western Siberia.
• Preparation for production at West Qurna-2.
• Completion of the first phase of construction at the V. Filanovsky field.

Priorities for 2014:

• Start of production at West Qurna-2.
• Start of the second phase of construction at the V. Filanovsky field.
• Further work to stabilize production in Western Siberia.
• Commissioning of new fields in Komi and Perm.
• Construction of fields in the Bolshekhetskaya Depression.

Upstream acquisitions in 2013

The Company carried out a number of acquisitions in Russia during 2013 as part of its strategy to strengthen the resource base:

1. Acquisition of 100% of ZAO "Samara-Nafta"

Group interest at the end of 2013, %	100
Acquisition price, \$ billion	2,1
3P reserves at the end of 2013, million boe	249
Production in 2013, thousand barrels/day	52
Field discoveries in 2013	5

Most of Samara-Nafta"s fields are in the initial stages of development and have potential for production increases. LUKOIL Group has oil refining, petrochemical and transport capacities in the nearby Volga region, promising substantial synergies.

2. Acquisition of 50% of the shares of ZAO "Kama-Oil"

Group interest at the end of 2013, %	100
Price of 50% interest, \$ million	400
3P reserves at the end of 2013, million boe	133
Total production in 2013, thousand barrels per day	3.2
Field discoveries in 2013	1
In 2013 LUKOIL consolidated 100% of the

company Kama-Oil, which carries out exploration and production of hydrocarbons in

focusing on preparations to commission new fields, which will provide growth of production in the medium term. Perm Region.

The Company had 32.8 thousand production wells at the end of 2013 (of which 28.5 thousand in production) and 12.3 thousand injection wells (of which 9.6 million were under pressure). The number of production wells increased by 3.8% compared with 2012, while the number of injection wells rose by 6.7%. The share of idle production wells was virtually unchanged from the end of 2012 at 13%. Average daily output from oil wells in projects with Group participation was 95 barrels (13 tonnes).

The company continues to increase the scale of its production drilling, achieving 5% growth in 2013 to 4.1 million meters. A total of 1.4 thousand new production wells were brought into operation during the year (+10% to 2012) with an average production rate 220 barrels per day. Special efforts are being made to build more horizontal wells, as their average production is more than 50% greater than from standard wells. Horizontal wells represent about 20% of new oil wells in total. The Group commissioned 284 horizontal wells in 2013 and their average output was 360 barrels per day.

Increase of recovery rates by the use of innovative technologies is a priority of LUKOIL Group"s production operations, since it will enable best use of the available resource base in the future.

Technologies

Enhanced Oil Recovery

About 30% of LUKOIL"s oil production in Russia in 2013 made use of enhanced oil recovery (EOR) techniques.

Drilling of horizontal wells with multizone fracturing is a key technology, since it offers production rates more than three times greater than the

average for the Company. A total of 96 wells using the technology were commissioned in Western Siberia, Komi and the Urals region in 2013 and gave average daily oil production of 308 barrels. High efficiency of horizontal wells with multi-zone fracturing is achieved by carrying out numerous hydraulic fracturing operations along the borehole.

The Company also carried out extensive sidetrack drilling at idle wells to extract residual oil. A total of 470 sidetracks were drilled in 2013 (+25% to 2012). +1.5%

Russia

Russia accounts for 94% of the Company"s oil production, so we are constantly focused on strengthening the Russian resource base and improving operational efficiency of existing assets. We achieved production growth in Russia by 1.5% in 2013 thanks to acquisitions and increased production in the Caspian, the Urals and the Komi Republic (Timan-Pechora).

OAO "LUKOIL" subsidiaries and affiliates carried out hydrocarbon production at 512 fields in Russia during 2013.

The Group is working intensively to commission new fields. Production of hydrocarbons began at nine new fields in Russia during 2013 (excluding acquisition of

Samara-Nafta). More than 16 Group fields in Russia increased oil production by over 50 thousand tonnes compared with 2012

Particularly large output increments were achieved from expansion of production drilling at the following fields: Yu. Korchagin (578 thousand tonnes), Vostochno-Lambeishorskoye (Komi, 482 thousand tonnes) and Vostochno-Perevalnoye (Western Siberia, 249 thousand tonnes).

Commissioning of new oil wells

International Projects

In 2013 the Company completed main construction work on the oil preparation installation at West Qurna-2 and started commercial production at the field on March 29, 2014

Crude oil production abroad amounted to 5.3 million tonnes in 2013. The largest production gains were in Kazakhstan where oil output in the Tengiz project increased by 12% to 1.3 million tonnes. Company efforts to develop international projects were focused on Iraq, where construction work at West Qurna-2 continued. Production at the field started in 2014.

LUKOIL Group was also active in Uzbekistan in preparation for early production at Kandym. Commissioning of the Khauzak booster compression station is scheduled for 2014.

Overall production drilling in international projects increased by 12.1% compared with 2012 to 563 thousand meters. The number of oil production wells grew by 8.1% to 2.2 thousand, of which 1.9 thousand were in production.

A total of 261 new production wells were brought into operation during 2013 as part of international projects.

Gas Field Development and Gas Production

LUKOIL's gas program aims to achieve rapid increase of gas production both in Russia and abroad in order to raise the share of gas to a third of total hydrocarbon production by the Group.

25.9 billion m³ of gas produced in 2013

Total gas production by LUKOIL Group in 2013 (including the Group share of production by affiliates) increased by 5.1%. Output of marketable gas (net of own consumption, injection and transport losses) was 20.4 billion m³ (120 million boe), which is 2.3% more than in 2012. Marketable gas production in Russia grew by 2.7% and outside Russia by 1.4%. Most of the growth was at gas fields in the Bolshekhetskaya Depression and Timan-Pechora.

Output of liquid hydrocarbons at the Group"s gas-processing plants in Western Siberia, the Urals and the Volga region was 13.7 million boe in 2013 compared with 13.6 million boe in 2012.

Total production of natural gas increased by 1.7% to 15.9 billion m³ . Total production of associated petroleum gas grew by 11.0% to 10 billion m³ . The number of gas production wells increased by 1% in 2013 to 412 wells, of which 314 were in production. The increase in gas well numbers was due to rapid development of fields in the Bolshekhetskaya Depression.

Russia

Marketable gas production in Russia in 2013 totaled 14.0 billion m³ . LUKOIL had 276 gas production wells in Russia at the end of 2013, of which 218 were producing. The greater part of natural gas production in Russia (about 95%) was at the Nakhodkinskoye field in the Bolshekhetskaya depression, where 8.4 billion m³ of natural gas were produced in 2013. The Bolshekhetskaya Depression is a priority region for Company development as part of its overall strategy to expand the share of natural gas projects in its business.

International Projects

Production of marketable gas outside Russia rose by 1.4% to 6.4 billion m³ in 2013, mainly due to higher levels of production in two projects: Tengiz (Kazakhstan) and Shakh Deniz (Azerbaijan).

LUKOIL Group had 136 gas production wells in foreign projects at the end of 2013, representing an increase of 18% from a year earlier, and 96 of the wells were in production.

Prospective Projects

More than 17% of hydrocarbon production will come from prospective regions (Iraq, Uzbekistan and North Caspian) in the medium term

The Company is now at the peak of its investment cycle, investing in new projects and prospective regions, laying a firm foundation for growth of hydrocarbon production in the future. The Company is doing all it can to make best use of its vast resource potential through the implementation of a twopronged strategy:

• Entering new regions, acquiring licenses in Russia and abroad.

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• Using innovative technologies at depleted areas and in regions with tight oil reserves.

More than 40% of total capital costs (\$4.9 billion) in Exploration & Production in 2013 were in new projects the greater part of which (about \$4.3 billion) was on construction of the West Qurna-2 field in Iraq, North Caspian fields and Uzbekistan projects.

New projects in Russia

Western Siberia

Western Siberia is the Company"s traditional hydrocarbon production region, so most of its oil fields there are highly depleted. Prospects for increase of hydrocarbon production in the region depend on the acquisition of new licenses and well interventions. The development of gas fields in the region should also boost overall production efficiency.

A total of 17 multilateral wells were drilled in Western Siberia in 2013 in order to improve development efficiency, and they gave average daily output rates of about 600 barrels, exceeding the average flow rate of horizontal wells at adjacent areas by 2-2.5 times.

Imilorsky area

Environment

Utilization of Associated Gas

LUKOIL understands its responsibility for minimizing atmospheric emissions and is therefore implementing a series of programs to use associated petroleum gas (APG) in ways that do not harm the environment. As a result of these programs, the rate of utilization of APG in Western Siberia rose above 95% in 2013.

APG is now used for injection into reservoirs to maintain pressure and is sent to processing plants for refining.

APG is also used at gas power plants, which are being built adjacent to fields, reducing energy costs and thus reducing the cost of oil production.

The Imilorsky area has considerable potential, and development time and costs at the area will be reduced by the presence nearby of developed infrastructure under the Group's control. Proved oil reserves at the area where test production is to be carried were 14.9 million barrels as at the end of 2013. First production from the field is expected in 2015.

Tax regime: standard. However, LUKOIL is working with the Russian government to prepare experimental application of the tax on surplus income at the Imilorsky area.

Progress in 2013: project documentation was prepared

and 23 km of pipelines, 42 km of roads and a 74 meter bridge across the River Entl-Imiyagun were built. Four well pads are under construction and 3D seismic surveys are being carried out on an area in excess of 1.5 thousand km².

In February 2014 production drilling started ahead of schedule (start of drilling had been planned for September 2014).

Plans for 2014: the first phase of test operation ("early oil"), construction and commissioning of new wells, construction of power generating facilities.

Vinogradov field (low-permeability reservoirs)

Located within the boundaries of two license areas (Bolshoy and Olkhovsky). Initial recoverable oil

Tax on Surplus Income

The concept of a tax on surplus income in the oil industry was first considered by the State Duma in 1997.

Main principles of the tax:

The tax base is the financial outcome of a project. Operating income less capital expenditures is used as the tax base to calculate tax on surplus income in a specific project. (tax on surplus income = operating profit of the project minus capital cost of the project).

Redistribution of the tax burden. If tax on surplus profit is levied, the tax burden on revenue is reduced.

Separate calculation. Calculation of expenditures for purposes of the tax on surplus income is carried out separately for each license area.

reserves are about 560 million barrels (Russian classification).

Tax preferences: MET at 20% of the standard rate.

Progress in 2013: drilling of two wells with multistage hydrofracturing gave output of 360-500 barrels per day (that compares with average daily debit of 22-60 barrels from slanted wells with hydrofracturing).

Plans for 2014: to drill and commission 33 production wells.

Bolshekhetskaya Depression

Fields in the Bolshekhetskaya Depression are the mainstay of Company gas production in Russia, and target production at the fields is 20 billion m³ . Proved gas reserves in the region at the end of 2013 were 11.2 trillion cubic feet, and production of marketable gas during the year was 8.3 billion m³ .

Progress in 2013: construction of a 190 km gas pipeline was completed, and the first stage of the gas transport system was completed, enabling annual delivery of up to 18 billion m³ of natural gas into OAO Gazprom transport pipelines. Work began on construction of a booster compressor station at the Nakhodkinskoye field with annual capacity of 8.4 billion m³ as well as construction of the Pyakyakhinskoye field. The transport system will also be capable of transporting gas from Rosneft"s Vankor field.

Plans for 2014: completion of the booster compressor station at the Nakhodkinskoye field and of units at the principal facility area.

Major gas fields scheduled for launch in the future are Pyakyakhinskoye (2016), Yuzhno-Messoyakhskoye (2018) and Khalmerpayutinskoye (2019).

Timan-Pechora

The Timan-Pechora oil & gas province has significant potential for production growth, particularly associated with development of the Denisovskaya Depression and high-viscosity oil fields. Heavy oil accounts for about 4.5% of the Company's total proved reserves, and most of it is located at the Yaregskoye and Usinsk fields. Development of the Trebs and Titov fields in a joint venture also holds out prospects for increase of hydrocarbon production in the region.

Denisovskaya Depression

The Denisovskaya Depression includes the Vostochno-Lambeishorskoye field and the Bayandyskaya group of fields. Proved oil reserves at Vostochno-Lambeishorskoye at the end of 2013 were 94 million barrels and production during the year was 870 thousand tonnes. The annual production target at the field is 1.3 million tonnes (9.5 million barrels).

Progress in 2013: oil production at the Vostochno-Lambeishorskoye field increased by 125% in 2013. An inflow of oil was obtained at well № 27 at the Bayandyskoye field. Construction work was completed on the 1st stage of the Bayandyskaya oil treatment unit with 1.2 million tonnes annual capacity and comprehensive testing of the unit began. Work on assembly of the first stage of the APG preparation facilities also began. The facilities will have annual capacity of 300 million m³ . Construction work also started on the Vostochno-Lambeishorskoye oil preparation unit and external electricity supply equipment. Plans for 2014: completion of work on the gas treatment units, commissioning of the Bayandyskaya oil preparation unit, completion of electricity supply equipment and of the Vostochno-Lambeishorskoye oil preparation unit.

Yaregskoye field (high viscosity oil)

The Yaregskoye field is the Company's largest field with high-viscosity oil. Proved oil reserves at the end of 2013 were 321 million barrels and extraction during the year was 582 thousand tonnes.

Tax preferences: zero rate MET. Export duty preferences: 10% of the standard rate.

Progress in 2013: continuation of pilot production; preparatory work for production, preparation, transportation and sale of crude oil once volumes have been ramped up.

Plans for 2014: commissioning of the 1st stage of the Yarega Ukhta pipeline (38 km) and of a combined cycle generating plant with capacity of 50 tonnes per hour. Mining work is to be increased from 5.2 to 7.0 thousand meters and underground well drilling work should increase from 75 thousand meters in 2013 to 93 thousand meters in 2016. The Yarega electricity generating center with 100 MW capacity will also be built.

Usinsk field (high-viscosity oil)

The Permian-Carboniferous pool at the Usinsk field is the Company's second largest source of highviscosity oil. Proved oil reserves there at the end of 2013 were 562 million barrels and production during the year was 2,506 thousand tonnes

Tax preferences: zero rate MET.

Progress in 2013: an experimental development plot with crossed layout of production and injection wells was brought into operation. Work on horizontal injection wells and slanted production wells with completions above the natural screen was continued. Work is underway on construction of an energy center, which will generate electricity and steam for injection operations in the future.

Plans for 2014 : application of technology for the injection of water with controlled physical-chemical parameters using titanium coagulant to enhance the efficiency of strata flooding. Further work on construction of the Usa energy center with 125 MW capacity.

Trebs and Titov fields

In 2011 OAO "LUKOIL" and JSC Bashneft created a joint venture to develop the Trebs and Titov oil fields. OAO "LUKOIL" has 25.1% interest in the venture. Proved oil reserves at the end of 2013 as measured for purposes of test production were 21.3 million barrels. Oil production in 2013 was 291 thousand tonnes.

The project is targeting peak annual production of 4.8 million tonnes (35.2 million barrels).

Progress in 2013: production began in August 2013. During the year 15 single wells were completed and launched, as well as oil gathering pipelines, power lines, a LACT unit, a pressure pipeline to the Trebs central gathering point at the Varandey terminal, and a field base.

Plans for 2014: construction of a booster pump station, power facilities, well pads, facilities for APG preparation and compression, continuation of geological and seismic exploration work, and of exploration drilling.

Northern Caspian

The Northern Caspian is a one of the key regions for growth of oil & gas production by the Group in the medium term. Proved reserves in the region to international standards have increased by 35% over a period of five years thank to successful exploration drilling.

Yu. Korchagin field

The Group's first production in the Russian sector of the Caspian Sea was in 2010 at the Yu. Korchagin field. Proved hydrocarbon reserves at the field at the end of 2013 were 121 million boe and production during the year was 1.4 million tonnes.

Tax preferences: zero rate MET. Export duty perferences: about 50% of the standard rate.

Environment

The Zero Discharge Rule

All offshore projects implemented by LUKOIL Group are guided by the Zero Discharge rule, which prohibits any discharge of waste into the marine environment. Waste from production is collected in closed containers and transported to the shore for disposal and recycling. The zero discharge rule is strictly observed during exploration drilling, production drilling and during commercial production of hydrocarbons, ensuring that seawater around the Group"s offshore projects remains clean.

Results in 2013: oil production at the

Yu. Korchagin field increased by 73% in 2013. Four new wells were launched, one of which has unique construction parameters: total borewhole length is 7.6 thousand meters and the horizontal bore is 4.3 thousand meters. Bottom-hole zones at several wells were treated with oil-water emulsions and foam systems.

Plans for 2014: further drilling work at the field accordance with the approved schedule, pilot production work applying smart systems for well completion and new technologies.

V. Filanovsky field

The second field to be launched by LUKOIL Group in the Russian sector of the North Caspian will be the V. Filanovsky field, where proved hydrocarbon reserves at the end of 2013 were 487 million boe. Start of production at the V. Filanovsky field is scheduled at the end of 2015 and target output of 6.1 million tonnes per year should be achieved in 2016.

Tax preferences: special procedure for MET calculation at a rate of 15% of the value of extracted hydrocarbons.

Export duty preferences: zero rate.

Results in 2013: support blocks for the 1st stage offshore platforms were completed. The blocks have been towed into position and secured with piles. Work has begun on construction of main shore facilities for receipt of oil and its transfer to the CPC pipeline system.

Plans for 2014: completion of the ice-resistant fixed platform, the accommodation platform, the central processing platform, riser block and offshore inter-field pipelines. Metal constructions for the supports and upper sections of the ice-resistant platform and accommodation platform will be manufactured. Work will start on construction of a pipeline from the landfall point to the main coastal structures, and on linesections of gas pipelines.

Tax incentives and export duty preferences enable the development of non-conventional oil reserves, by making their production cost-effective

Prospective regions outside Russia

Prospects for increasing hydrocarbon production in foreign projects are mainly related to the development of existing assets in Uzbekistan and Iraq.

Uzbekistan

The Group"s main gas projects outside Russia are in Uzbekistan. The Khauzak-Shady and Southwest Gissar projects are both at the production stage and one other major project, Kandym, is scheduled for launch in the next few years. The projects are on attractive financial terms for the Group with support from the government of Uzbekistan.

Proved hydrocarbon reserves at fields in Uzbekistan at the end of 2013 were 860 million boe and production during the year was 25 million boe. The target annual production level at projects in Uzbekistan is 18 billion m³ of gas.

Progress in 2013: Well Parsankul-11 was completed at the Kandym area and gave a gushing commercial gas inflow at 163 thousand m³ per day.

Main contracts were signed for "Kandym early gas". Construction and assembly work started on gas pipelines. Construction of temporary buildings and structures was completed.

Plans for 2014: Commissioning of the Khauzak booster compression station and development of the Kuvachi-Alat fields as part of the "Kandym early gas" project.

Iraq

The largest of the Group"s projects to ensure future growth of production is West Qurna-2, located in Iraq.

Proved oil reserves (Group share) at the end of 2013 were 184 million barrels. Production started in 2014. Total duration of the contract is 25 years. The target level for oil production is 1.2 million barrels per day, to be maintained for a period of 19.5 years.

Progress in 2013: the oil preparation unit (150 thousand barrels daily capacity, consisting of three lines with 50 thousand barrels capacity), collection system, five well pads, temporary CCGT power plant (24.9 MW), 103-km export pipeline, Tuba tank farm, field camp for 3,235 people, water intake and conduit from the Euphrates River were completed.

Plans for 2014: commercial oil production at a rate of 120 thousand barrels per day should be achieved in the first half of the year.

LUKOIL-Komi

OOO "LUKOIL- Komi" is the largest mineral resource user in the North West of Russia and operates in the Timan-Pechora oil & gas province, which extends over the territory of the two administrative regions of the Russian Federation: the Komi Republic and Nenets Autonomous District. LUKOIL-Komi employs more than 6,500 people.

Assets of OOO "LUKOIL-Komi":

• 87 license areas.
• 3.2 billion barrels of 3P hydrocarbon reserves to SEC standards (93% of Group reserves in Timan-Pechora).
• The Usinsk gas-processing plant with capacity of 504 million m³ .

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Development strategy: to substantially increase oil production in the next 10 years by the application of extensive methods (development and production drilling to tap new reserves) and also by intensive techniques. A total of 11 oil fields are to be brought into operation and large-scale exploration work will be carried out at the recently discovered Bayandyskoye and Vostochno-Lambeishorskoye fields.

History of Group operations in the region: the Company acquired 100% of OAO "KomiTEK" in 1999.

Progress in 2013

• Average daily production grew by 2.3% thanks to significant increase of production drilling (by 73%).
• The Company is also increasing its exploration drilling, which totaled 37.9 thousand meters in 2013 (+62.2% to 2012). 2D seismic work in the region amounted to 350 km and 3D work was 1,463 km² . There were 11 well completions in the year and 9 of the wells were productive.
• Work started at the Usinsk Gas-processing Plant on reconstruction of the input compression station and installation of a gas desulphurization unit.

Plans for 2014:

• Further development of prospective sites. The Oshskoye and Vostochno-Lambeishorskoye fields should make the largest contributions to growth of LUKOIL"s crude production in Russia in 2014.
• Work will continue on reconstruction of the input compression station and construction of the gas desulphurization unit.

Oil production growth of Komi region main fields (2013 / 2012), thousand tonnes and %

Group operations in the region prove the efficacy of EOR techniques at mineral areas under development and at fields with non-conventional reserves

The Company"s main asset in Komi in the medium term will remain the Usinsk field, which has a Permo-Carbonaceous reservoir with high-viscosity heavy oil. Residual reserves there are more than 560 million barrels. The field is one of the oldest in the region: it has been in development since the 1970s.

The share of high-viscosity oil in total production at Usinsk is about 80%, so substantial amounts of pilot production work have been carried out in order to improve oil recovery.

Technologies (OOO "LUKOIL-Komi")

Testing and use by the Company of innovative technologies have been focused in Timan-Pechora, since most of the Company"s high-viscosity oil fields are concentrated there.

Steam-assisted gravity drainage (SAGD). LUKOIL was the first company in the world to use SAGD technology in a system of horizontal wells. The work was carried out at the Lyaelskaya area of the Yaregskoye field and will enable more than 117 million barrels of oil reserves to be brought into production in the medium term. Five well pairs with horizontal borehole length of 1000 meters were drilled into the productive part of the reservoir in 2013. Distance between each two wells is 5-10 meters and distance between well pairs is 70 meters.

Mineshaft extraction. LUKOIL is targeting an increase of production by four times over 10 years at the Yaregskoye field, mainly by more intensive use of mineshaft extraction methods. The Company drilled its first strictly directional well at the field with length of 800 meters (such wells will enable significant reduction in the amount of underground mining work).

Working with Society (LUKOIL-Komi)

The Company is keenly aware of its responsibility to society and is implementing a range of social and charitable programs in the Komi Republic.

Working with indigenous peoples

Ensuring access to health care for nomadic populations in remote Polar regions.

Social projects competition

Supporting the initiatives of local communities and indigenous people to address urgent problems in their regions.

Support for educational institutions

Cooperation with Ukhta State Technical University.

Support and development for culture and sport

The Company supports a number of ethnic-culture and sports events.

Providing charity.

Support for low-income families.

Holidays with LUKOIL

Organization of holidays for schoolchildren in Russia and the CIS

Environment (LUKOIL-Komi)

The Company has a number of initiatives underway to protect the natural environment in the region:

Reducing atmospheric emissions by increasing rates of APG utilization

Work has started on modernization of the Usinsk Gasprocessing Plant in order to increase preparation and refining of APG from 200 to 600 million m³ , including 100 million m³ of sulphur dioxide from the Usinsk field. The project will also help to secure energy supplies to industrial and social facilities in Usinsk District.

Restoring biodiversity in rivers

More than 750 thousand whitefish and grayling fry have been released into the Pechora river basin over the past five years to increase populations of valuable fish species and help to restore biodiversity.

Key facts about the Timan-Pechora oil & gas province

• The province extends over the vast territory of the Komi Republic and Nenets Autonomous District (part of Arkhangelsk Region), occupying an area of about 600 thousand km² .
• Harsh climate: the climate is Arctic and sub-Arctic, with temperatures dropping as low as -45°C in Nenets District. The terrain is mostly tundra, taiga and forest.
• Sparsely populated: population density is 2.09 people/km² , with total population of 872 thousand in the Komi Republic, and just 0.24 people/km² with total population of 43 thousand in Nenets District.
• Ethnic groups: Russian, Komi and Nenets.
• Industry and infrastructure: main industries are oil & gas production, food processing and forestry. Rivers are an important part of the developing regional transport infrastructure.
• Reindeer and livestock herding: these are the main forms of agriculture in the region.
• Mineral resource base: the province is rich in fuels and non-metallic minerals (oil, gas, coal, shale oil, peat, rock and potassium salts, quartz, rock crystal) as well as metallic ores (ferrous, nonferrous and rare earths). The main precious metal ore in the province is gold, and silver and platinum are also found. Diamond finds have been reported.
• Hydrocarbon production: the geology of Timan-Pechora has been well studied, and production of fuels in the region dates back as far as 1746. There are more than 100 hydrocarbon fields in the province. Most explored and prospective reserves are at relatively shallow depths (800-3,300 meters).

Technologies

Share of additional production in total production in the region, %

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LUKOIL leads the Russian oil & gas industry in efficient application of new technologies

LUKOIL is constantly testing and applying new and highly efficient technologies in order to meet its strategic objective of replacing production with new reserves despite the deteriorating resource base. The Company is achieving stabilization and, in some regions, is increasing the production rate at wells despite the fact that reserves in these established regions have been in development for a long period of time. These results reflect the use of innovative technologies and improvement in the quality of geological and hydrodynamic models.

The number of operations employing new technologies has grown by 8 times since 2009

Application of new technologies

Steam assisted gravitational drainage (SAGD). This technology provides maximum contact with the reservoir in drilling of horizontal wells and sidetracks. LUKOIL Group was the first company in the world to apply SAGD in a system of horizontal wells at the Lyaelskaya area of the Yaregskoye field.

Horizontal wells with extra long horizontal sections. One of the four new wells commissioned in 2013 at the Yu. Korchagin field has unique construction parameters: its horizontal section is 4,292 meters long, while total borehole length is 7,600 meters, making it one of the most challenging wells in the world in terms of construction engineering.

• Well completion with multi zone fracturing (MZF). A total of 96 wells with MZF were commissioned in Western Siberia the Urals and Komi during 2013. Average daily oil production from these wells was 300 barrels, which is three times greater than the Company average. Use of the methods gave excellent results in 2013 at the Vinogradov field, where two MZF wells gave steady daily flows of about 360-500 barrels of oil.
• Lower completion technologies. Wells at the Yu. Korchagin field were equipped with passive flow regulation systems (ResFlow) to prevent gas breakthroughs.

Enhanced oil recovery (EOR)

29% of Group oil in Russia is produced using various EOR technologies

These methods enable substantial increase of reserve recovery and production rates, making it possible to work with high-viscosity oil, reservoirs with low permeability and tight reserves at fields in late development stages. The Company uses physical, chemical, hydrodynamic and thermal methods to stimulate productive formations.

In 2013, the Group carried out 6.6 thousand EOR operations, which is 19% more than in the previous year. Most of the additional output from EOR (over 16 million tonnes) was obtained using physical methods.

Drilling of sidetracks at existing wells is a highly efficient means of EOR, and LUKOIL continued to make much use of this technique in the reporting year. A total of 470 sidetracks were drilled at Company fields in 2013 and they had average efficiency of 90 barrels per day. Such high efficiency is primarily due to reliance on scientifically organized mini-projects using hydrodynamic modeling and more accurate forecasting of geology and reserve structure in zones where sidetracks are drilled. Sidetrack drilling is mainly used at idle wells in order to recover residual oil.

23.1 24.4 2012 2013 Additional production from use of EOR in Russia, million tonnes

21 22 23 24 25

22.3

2011

High-viscosity oil and non-conventional reserves

The Company is working hard to develop and apply new technologies for the extraction of high-viscosity oil.

The Russian government is encouraging production of high-viscosity oil, making it more cost-effective by the provision of tax preferences and special-rate export duties.

Most work with high-viscosity oil in Russia is in the Komi Republic, where the Group is developing the Yaregskoye and Usinsk fields. Thermal EOR methods are used at both fields and more than 3 million tonnes of oil (22 million barrels) was extracted in 2013.

The Permo-Carbonaceous accumulation at the Usinsk field is being developed using extensive steam-heat and cyclic-steam stimulation. Pilot production work is continuing as part of the program for construction of horizontal injection wells and slanted production wells in the south-eastern part of the field.

The Yaregskoye field is being developed with the use of thermal mineshaft technology. Tunnelling machines have been successfully deployed in preparation for development of sloped mine blocks, significantly reducing construction costs.

The Bazhenov formation. The Company intensified prospecting and research work in 2013 to bring non-conventional resources in Bazhenov formations in Western Siberia into production. Thermal gas treatment (injection of a water and air mix into the reservoir) is being used to assist production. Horizontal well № 100G, completed using MZF, was commissioned in December 2013 at the Nazym field and gave a daily flow of 600 barrels of oil. Pilot work for drilling of horizontal wells with MZF is continuing. The success of experimental work at the Sredne-Nazymskoye field and the development of new technologies will improve the recovery rates at Bazhenov oil pools in the future.

Geological-hydrodynamic modeling

Computer-assisted modelling of geological and hydrodynamic structure enables monitoring of the development process, selection of the most suitable development technologies, and efficiency of well interventions for the recovery of reserves. Modelling raises the oil recovery factor and reduces spending on field development.

The use of models provides a detailed, three-dimensional representation of heterogeneity in the structure of hydrocarbon pools, establishes the structure of current oil reserves, localizes areas with high density of reserves, and enables multiple-variant calculations of the technological and economic parameters associated with various well interventions.

Progress in 2013:

• A supplement to the Nakhodkinskoye field development scheme was prepared using the Pipe Sim software package, taking account of the model of the gas collection network.
• A total of 315 geological-hydrodynamic models were prepared, and they identified more than 400 wells, at which drilling of sidetracks could be effective.
• Geological-hydrodynamic models have been prepared for all field development sites in Western Siber ia (100% of development targets are now covered by geological- hydrodynamic models).

Science and technology program in 2014
Nearly \$160 million
16%	34%	13%	14%	23%
R&D	Science and technology work for field development	Science and technology work for geological exploration	Science and technology work for reserve estimation	Functional science and technology work and services

Objective: To provide science and technology support for main production operations

The approved science and technology program includes work on technologies for the development of Bazhenov formations and for bringing low-permeability reservoirs into production. Efforts at the Group"s processing plants will focus on greater refining depth and modernization of facilities. The program also calls for continued cooperation with universities that serve the oil industry.

REFINING, PETROCHEMICALS, POWER GENERATION AND MARKETING

Strategic objective	Progress in 2013	Priorities in 2014
Raising the efficiency of refineries	Ongoing modernization has raised refining depth at Russian refineries to 75.7%, production of fuel oil declined by 1% in 2013 and the share of high octane gasoline in total gasoline output rose to 99.9%	Continued modernization of refineries to increase production of light products Managing large construction projects of new secondary oil refining units. Launching them on
		budget and on time.
Diversification of markets	Crude oil sales: entering the Asia-Pacific market. Lubricants: entering markets in Sweden and Denmark Retail network: expansion in promising regions of Russia and the Benelux countries	Further work on efficient management of crude oil and petroleum product flows to export and domestic markets
Optimizing transport costs	Increase in sales via the Company"s own transport infrastructure. More than 70% growth of transhipment through Varandey
Raising efficiency of filling stations	Average daily sales per station in Russia rose to 12.8 tonnes thanks to the opening of new, highly efficient stations, optimization of unprofitable stations and renovation of old stations, as well as the implementation of customer loyalty programs (LICARD). Non-fuel sales grew by 6%	Opening highly efficient filling stations and reconstruction of stations in promising regions. Further optimization of inefficient stations.

Oil refining by region, %

LUKOIL filling station network, 31.12.13

USA Europe Baltics Russia CIS

Oil Refining

Progress in 2013:

The share of high-octane gasoline in total output of automotive gasoline rose to 99.9%.

• Refining depth at Russian refineries reached 75.7%.
• Fuel oil production declined by 1%.

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• Perm Refinery: reconstruction of the diesel hydrotreatment unit was completed, work began on construction of a coking unit.
• Nizhny Novgorod Refinery: crude oil and product storage reservoirs were enlarged.

Ukhta Refinery: the atmospheric-vacuum distillation unit was recommissioned after reconstruction, annual capacity of the vacuum block was increased to 2 million tonnes.

Ploiesti Refinery (Romania): large-scale reconstruction was completed, including replacement of the catalytic cracking reactor shell, cyclones and air distributor, restoration of furnace linings at main units and replacement of the catalytic system.

Priorities in 2014:

Further modernization and reconstruction work:

• at the Perm Refinery: the oil residue refining complex.
• at the Nizhny Novgorod Refinery: a second complex for catalytic cracking of vacuum gas oil, a vacuum block.
• at the Volgograd Refinery: the complex for deep refining of vacuum gas oil, the atmospheric-vacuum distillation unit.
• at the Burgas Refinery: the heavy residue refining complex.

Price environment

Refining margins on the developed markets of Europe and the United States declined in 2013, due to overcapacity and increased competition in a context of stagnating demand. Average European prices for fuel oil (FOB Rotterdam) fell by 6.3% and prices for high-octane gasoline by 4.8%.

In Russia, prices for heating oil rose by 6.6% and prices for AI-95 gasoline by 3.2%.

Refinery Refining in 2013, million tonnes Perm Refinery 12.83 Volgograd Refinery 11.09 Ukhta Refinery 4 Nizhny Novgorod Refinery 17.16 Mini-refineries in Uray and Kogalym 0.17 Total at Russian refineries 45.25 Ploiesti Refinery (Romania) 1.89 Burgas Refinery (Bulgaria)* 6.38

LUKOIL refinery performance in 2013

ISAB Refinery **	8.23
Zeeland Refinery***	4.59
Total for foreign refineries	21.09
Total	66.34
* Including refining of 0.79 million tonnes of fuel oil in 2013

** Refining at ISAB (oil and fuel oil), based on the Company share in 2013 (80%).

*** Refining at the Zeeland Refinery, based on the Company share (45%). Including 2.1 million tonnes of other oil raw materials were also refined in 2013.

Tax environment

The main taxes in the segment are export duties and excise taxes on petroleum products. Changes in tax legislation are designed to encourage Russian producers of high-quality products by reduction of excise tax on Euro-5 gasoline and diesel fuel. In 2013 excise rates for Euro-5 gasoline were reduced by 8.8%, while excise rates for Euro-4 , -3 and lower grade gasolines were raised by 27-28%. LUKOIL Group has produced only Euro-5 gasoline since 2012. This has had significant positive financial impact and has helped to pay back investments in refinery upgrades.

Excise tax on petroleum products, rubles/ tonne

	2012	2013
Excise tax on petroleum products, rubles/tonne
Automotive gasolines
Euro-4	6,822.0	8,761.6
Euro-5	5,977.9	5,449.0
Diesel fuel
Euro-4	3,562.0	5,017.7
Euro-5	3,260.4	4,417.7

Financial results in refining, trade and marketing segment

Net income in the refining, trade and marketing segment in 2013 was \$1.2 billion. Main negative impact on net income was from the write-down of non-cash impairment of goodwill for the ISAB Refinery, caused by lower refining margins in Europe.

We pursued rapid development of our refining, marketing and distribution business in 2013, focusing efforts on greater operating efficiency and raising the share of light products in outputs. Improvements to Russian legislation now encourage the production of premium, environmentally friendly fuels. Efforts by the Group in the refining, trade and marketing segment are therefore particularly focused on modernization of Russian refineries.

LUKOIL Group is well in advance of the deadlines set out in the government's Technical Regulations for production of engine fuels that meet Euro-5 criteria

Current modernization of the Perm Refinery and installation of catalytic cracking at the Nizhny Novgorod Refinery, high conversion of VGO complex at Volgograd Refinery and residue conversion complex at Burgas Refinery will significantly increase the Group's financial results in the segment. All Group refineries in Russia switched to production of Euro-5 compliant automotive gasoline as early as 2012.

99.9% of LUKOIL's automotive gasoline is high-octane

The share of diesel fuel with sulphur content below 50 ppm in total diesel fuel production at LUKOIL Group refineries (excluding mini-refineries, ISAB and Zeeland) was 93.7% in 2013.

¹Not including mini-refineries, ISAB and Zeeland.

Structure of petroleum product outputs at LUKOIL Group refineries*, %

	2011	2012	2013
Gasoline	21.6	22.6	22.5
Medium distillates	38.3	40.1	39.7
Lubricants	1.9	1.8	1.8
Other	7.2	7.3	7.6
Dark products (fuel oil, vacuum gas oil)	31.0	28.2	28.4

* Including refining at ISAB since December 2008 and at Zeeland since September 2009 (by the Company share).

Russian refineries

Refining volumes at Russian refineries grew by 1.8% in 2013 to 45.2 million tonnes, due to the removal of infrastructure constraints on oil pipeline transportation and shipment of petroleum products, and also due to increase of operations at the Nizhny Novgorod Refinery after reconstruction of atmospheric vacuum distillation unit № 5 in 2012.

The share of high-octane gasoline in total output of gasoline at Group refineries in Russia (not including mini-refineries) increased to 99.9% in 2013 from 99.1% in 2012. Refining depth is gradually increasing as modernization progresses. In 2013, refining depth reached 75.7%, compared with 75.2% in 2012. The share of light products in total outputs (not including mini-refineries) was 54.2%.

All refineries continued to reduce the level of irretrievable losses in the refining process during 2013. The level of such losses at Company refineries in Russia in 2013 was 0.47%, compared with the industry average of 0.72%.

Capital costs at Russian refineries totaled \$1,393 million in 2013 (\$988 million in 2012). Growth of capital expenditures was due to the installation of a unit for deep processing of vacuum gas oil at the Volgograd Refinery and of a catalytic cracking unit at the Nizhny Novgorod Refinery.

Foreign refineries

Refining volumes at LUKOIL Group"s foreign refineries decreased by 2.5% in 2013 to 21.09 million tonnes due to lower production levels in Romania, Bulgaria and Italy in a context of low refining margins in Europe. LUKOIL Group sold the Odessa Refinery as part of restructuring of foreign refining assets and due to the unfavorable economic situation in Ukraine.

Irretrievable losses during refining in 2013 at refineries outside Russia (excluding ISAB and Zeeland) were 0.54% (down from 0.56% in 2012). Refining depth (excluding ISAB and Zeeland) was 79.6% (82.0% in 2012). The share of light products in total output in 2013 (excluding ISAB and Zeeland) was 68.7% (69.8% in 2012).

Capital expenditures at Group refineries abroad in 2013 were \$791 million (\$418 million in 2012). The growth of capital expenditures was due to spending on the construction of a heavy residue processing complex at the Burgas Refinery.

Lubricant production

	Location	Thousand tonnes
	Full-cycle lubricant production
Nizhny Novgorod	Nizhny Novgorod
Refinery		160
Perm Refinery	Perm	393
Volgograd Refinery	Volgograd	500
TOTAL		1,053
Production of lubricants from ready-made components
LLK Lubricants	Ploiesti, Romania
Romania S.R.L.		12
LLK Finland Oy	Hamina, Finland	35
Tyumen branch of LLK	Bogandinsky,	34
International	Tyumen Region
LLK EURASIA	Izmir, Turkey	20
TOTAL		101

Lubricant production at LUKOIL refineries

As of today LUKOIL is the only Russian company with contracts for first-fill of foreign-made cars in Russia, and is also the first-fill supplier to all leading Russian car assembly plants

Progress in 2013

25 new products created, 85 new approvals obtained.

Signing of strategic cooperation agreements with UZ DAEWOO and Sollers Group. First-fill of foreign-made cars (Hyundai, KIA and Geely).

The number of authorized service stations, to which LUKOIL supplies lubricants, rose to more than 600.

Contracts for lubricant supplies to the Moscow public transport operator, Mosgortrans (Europe 's largest vehicle operator), and to Magnit retail chain.

A new brand, LUKOIL GENESIS, was launched in Russia.

Acquisition of Austrian OMV with annual capacity of up to 80 thousand tonnes.

Start of work on an oil blending plant in Kazakhstan with annual capacity of 100 thousand

tonnes. Priorities in 2014

Continuation of work with vehicle assembly plants to develop new products and further cooperation with the Russian Association of Brake Equipment Manufacturers.

The Group sells lubricants in 103 countries. Lubricant production volumes declined slightly in 2013 to 1,153 thousand tonnes, due mainly to reduction in consumption of oils classed by Russian certification and extension of intervals between oil changes as the Russian vehicle fleet was renewed. Demand for hightech oils is on the increase: sales of advanced oils produced in Russia increased by 19% to 24 thousand tonnes.

LUKOIL makes about 48% of all lubricants produced in Russia

Renewal of the product range

Development of new lubricant types is a constant process and LUKOIL now offers more than 600 products in total. LUKOIL lubricants have more than 350 current official approvals from manufacturers of machinery and equipment.

Continuous improvement of the structure of the product range is a key objective for the Company. Sales of high-performance lubricants for industry

increased by 47% in 2013. The structure of export deliveries also changed substantially in 2013 due to rapid growth in the share of premium oils, Lux and Vanguard, in total exports (by 18% and 13%, respectively). as part of an import-substitution program.

In the industrial segment, the use of LUKOIL lubricants guarantees smooth operation of machinery and economic benefits. Leading Russian industrial companies that use LUKOIL lubricants include the steel maker Severstal, oil company Surgutneftegaz and the non-ferrous giant, Norilsk Nickel. Supplies began in 2013 to Russian Grids, which is the largest electricity supply company in Russia.

LUKOIL Marine Lubricants acclaimed among the best companies for technical innovation

In 2013, one of the oldest newspapers in London, Lloyd's List, and the company Sea Trade, which produces international publications on marine and cruise business, acclaimed LUKOIL Marine Lubricants as one of the top five companies in the Middle East and India in the "technical innovation" category

LUKOIL holds 4% of the international market for marine lubricants

Production of additives

Special attention was paid in 2013 to the development of additive production technology at LLK NAFTAN (a joint venture between OOO "LLK International" and the Naftan Refinery in Belarus). The reactor block at the sulphonate additive shop

was rebuilt, and a research laboratory was commissioned to enable use of the latest international methods for testing of marine lubricants. Output of additives for the production of marine lubricants grew by 20%.

The international markets for marine lubricants

LUKOIL lubricants for ship engines are produced at 22 plants and supplied to 700 ports in more than 64 countries. LUKOIL NAVIGO lubricants have become the new standard for the most advanced and powerful marine engines. The standard became mandatory for all producers of marine oils from 2013.

An agreement was signed in 2013 with the world's largest cruise ship owner, the American company Carnival Group, for delivery of LUKOIL marine oils to the entire company fleet, including the flagship and the world"s best-known cruise ship – the Queen Mary 2. LUKOIL lubricants are used by the Russian Navy"s helicopter carrier, the Vladivostok (Mistral class), which was commissioned in October 2013.

Sales of advanced lubricants made in Russia, thousand tonnes

	2011	2012	2013	13/12
Sales of advanced lubricants made in Russia	17.4	19.9	23.7	+19%

Sales of branded lubricants, thousand tonnes

	2011	2012	2013	13/12
Sales of branded lubricants	317	358	342	-4%

Gas Processing

	Gas processing at LUKOIL plants
--	---------------------------------	--	--	--	--

____________________________________________________

Plant	Gas processing, million 3 m	Refining of liquid hydrocarbons, thousand tonnes
Lokosovsky Gas-processing Plant	1,898	–
Perm Gas-processing Plant	554	690
Korobkovsky Gas-processing Plant	442	74
Usinsk Gas-processing Plant	235	–
TOTAL	3,129	764

LUKOIL Group"s gas-processing plants process associated petroleum gas (APG) extracted in Russia into marketable gas (fed into the national pipeline system of OAO Gazprom) and liquid hydrocarbons.

In 2013, the Company's gas processing plants processed 3,129 million m³ of gas feedstocks and 764 thousand tonnes of liquid hydrocarbons.

Company plants produced more than 2,368 million m³ of stripped gas, 905 thousand tonnes of liquefied gases, over 644 thousand tonnes of natural gas liquids and 164 thousand tonnes of liquid hydrocarbons (stable natural gasoline and isopentane fraction) in 2013.

Gas processing, million m³

2011	2012	2013
3,199	3,348	3,129

The Lokosovsky Gas-processing Plant is the largest Group facility for APG processing

More than 95% of the APG extracted in Western Siberia is now utilized. The Lokosovsky Plant has annual capacity for up to 2.14 billion m³ of gas inputs. The APG is processed to produce dry stripped gas, natural gas liquids, stable natural gasoline and technical propane.

Commissioning of a tank farm and loading rack at Lokosovsky Plant has enabled products to be shipped by rail to LUKOIL petrochemical plants and to industrial customers outside the Group.

Petrochemicals

Petrochemical companies
Saratovorgsintez	Saratov	Acrylonitrile, sodium cyanide and
	(Russia)	other organic synthesis products
Stavrolen	Budennovsk	Polyethylene, polypropylene and
	(Stavropol	other products
	Territory,
	Russia)
Karpatneftekhim	Kalush	Polyethylene, polyvinyl chloride,
	(Ukraine)	caustic soda and other products
Oil refineries with petrochemical facilities
Neftokhim Burgas	Burgas	Polymers
	(Bulgaria)

LUKOIL petrochemical plants

____________________________________________________

Progress in 2013

• Stavrolen: Further work on construction of a gas processing unit for gas from Northern Caspian fields.
• Saratovorgsintez: Reconstruction of acrylonitrile production.

Priorities in 2014

• Further capacity modernization.
• Further work on construction of a gas processing unit for gas.

The Group's strategy in the petrochemical sector is to obtain value added from synergies with gas production and refining

Outputs of Company plants in Russia, Ukraine, Bulgaria include products of pyrolysis and organic synthesis, fuel fractions and polymer materials. The Group meets a substantial part of domestic demand for various chemicals and is also a major exporter of chemical products to more than 30 countries.

Production volumes at petrochemical plants of LUKOIL Group increased by 10.2% in 2013 to 985 thousand tonnes, reflecting a low base effect in 2012 due to the suspension of production at OOO "Karpatneftekhim" (Ukraine) and at OOO "Stavrolen".

Various measures were carried out in 2013 as part of LUKOIL"s strategy to develop and improve the efficiency of its petrochemical enterprises.

OOO "Stavrolen": a gas processing facility is being built to utilize up to 2.2 billion m³ of APG produced at North Caspian fields. Completion is scheduled in late 2015. Natural gas liquids from the facility will be used as feedstock for ethylene production, and ethane and stripped gas will be fed

Environment

Stavrolen CCGT meets the high standards of the Russian Society for Nature Conservation

LUKOIL has received a certificate from the Russian Society for Nature Conservation confirming environmental safety of the combined-cycle gas turbine generator, which is now under construction at the Stavrolen plant (Budennovsk).

Commissioning of CCGT-1 and modernization of other facilities at Stavrolen will reduce atmospheric pollution at the site by nearly 300 tonnes per year. APG, which will be supplied to the CCGT from LUKOIL"s Caspian fields, does not contain hydrogen sulphide compounds and its use as fuel will not therefore be harmful to the environment in the region.

into the Gazprom gas transportation system.

Work began in 2013 on a combined cycle power plant, with 135 MW of electric capacity and heat capacity of 58 Gcal per hour, to serve the new gas processing complex. Associated gas produced at North Caspian fields will be used to fuel the plant, which will have an energy efficiency rating above 51%, matching the best international standards. Operation of the plant will lower per unit fuel consumption for electricity generation by 1.5 times and will reduce harmful atmospheric emissions by 2-3 times.

OOO "Saratovorgsintez": work continued in 2013 on the project to expand annual production of sodium cyanide to 30 thousand tonnes and to raise acrylonitrile production to 190 thousand tonnes. Equipment was delivered for the new facilities and work was carried out to build a warehouse for storage of sodium cyanide. The engineering project for acrylonitrile production is at the design stage.

2011 2012 2013 13/12 1,465 894 985 10.2%

Petrochemical production, thousand tonnes

Power Generation

LUKOIL Group is a major player in Russia's electricity generating business

The Group"s main capacities for heat and electricity generation are located in southern Russia, and also in Bulgaria and Romania.

Progress in 2013

Ongoing modernization: launch of a 235- MW CCGT at the Tsentralnaya Boiler Facility (Astrakhanenergo); installation of six gas-piston units with total capacity of 10.5 MW at Rostovenergo and Stavropolenergo;

________________________________________

Launch of construction work on a 135 MW CCGT at Stavrolen

Renewable energy: start of work on photovoltaic and wind generating facilities in Romania.

Priorities in 2014

Construction of a gas turbine and cogeneration plant at the Perm Refinery (the first stage with 100 MW capacity will be brought into operation in 2014).

Certification of compliance with ISO international standards.

Construction of energy centers with 100 and 125 MW capacity at the Yaregskoye and Usinsk fields;

Completion of construction work on a 135 MW CCGT at Stavrolen

The Group"s generating assets provide for the Company's own needs (small-scale generating facilities) and also serve external heat and electricity customers in the Southern Federal District of Russia. So strategy in the power generation segment is geared both to commercial generating and to local generation for the needs of LUKOIL"s production and refining facilities.

Total electricity production by the Group in 2013 was 15.7 billion kWh. Total heat generation was 13.6 million Gcal, of which 12.5 million Gcal in Russia. Volume of heat and power production were dependent on conditions in the electricity market.

Electricity and heat generation by enterprises in LUKOIL Group

	Electricity generation*, million kWh	Heat production*, thousand Gcal
LUKOIL-Volgogradenergo	3,222	5,218
LUKOIL-Rostovenergo	1,505	4,033
LUKOIL- Stavropolenergo	30	189
LUKOIL-Kubanenergo	6,076	1,063
LUKOIL-Astrakhanenergo	3,451	1,949
LUKOIL-Ecoenergo	928	-
LUKOIL Energy & Gas Romania	229	539
LUKOIL Energy & Gas Bulgaria	177	625
LUKOIL Energy and Gas Ukraine**	49.9	12.0
Total	15,668	13,628

*Not including small-scale generation

**Sold in 2013

Electricity generation*, million kWh

*not including small-scale generating

2011	2012	2013	13/12
13,063	15,363	15,668	+2.0%

LUKOIL Group is working hard to develop renewable energy in Russia and abroad through OOO "LUKOIL-Ecoenergo". In Russia, LUKOIL-Ecoenergo comprises four hydroelectric power stations with total capacity of 297.8 MW. Electricity generation by the stations in 2013 totaled 928 million kWh.

LUKOIL-Ecoenergo is also developing solar and wind energy projects outside Russia. Total capacity of its wind farms at the end of 2013 was 124 MW and they produced 277.7 million kWh during the year.

Russia

LUKOIL Group implemented a number of renewable energy projects in 2013 to provide for the Group"s own energy needs. Solar collectors were installed to heat water as well as heat pumps for air conditioning and heating at LUKOIL filling stations. Plans were made and studies carried out for future construction of photovoltaic power and wind power plants, including wind-and-diesel systems at fields.

International projects

The joint venture LUKERG Renew GmbH made two acquisitions in Eastern Europe during 2013, with total generating capacity of 84 MW. The acquired assets are the Gebeleisis wind power plant in Romania (70 MW) and the Hrabrovo plant in Bulgaria (14 MW).

In Romania the joint venture began construction of an 84 MW wind power plant "Inergia", which will install 42 wind turbines, each with 2 MW capacity. Completion is scheduled in 1H 2014.

Energy-saving technologies

LUKOIL Group is working to improve energy efficiency at its production facilities. Economic benefit from implementation of the energy-saving program in 2013 was \$28 million.

Certification to ISO standards Pokachevneftegaz (of OOO "LUKOIL-Western Siberia") and OOO "LUKOIL-Kubanenergo" became the first Group business units to obtain certificates of compliance with the ISO 50001:2011 international standard (Energy management systems - Requirements with guidance for use).

This system is scheduled for introduction throughout the Group by 2015 with granting of ISO certification.

Trigeneration technology

A pilot project is being implemented using a 110 MW CCGT in Astrakhan. Use of waste heat and heat extraction to power refrigeration processes makes it possible to lift restrictions on capacity use and generation of electricity during the summer period and to increase the heat extraction rate, thereby improving efficiency indicators at power indicators. Refrigeration is carried out using lithiumbromide absorption equipment.

In 2013 the LUKOIL business unit Energy & Gas Romania began a project to build a 9 MW photovoltaic generating plant at zones of the Ploiesti refinery, which are not used for production purposes.

Sales of Oil & Gas

Progress in 2013

LUKOIL entered the Asia-Pacific market.

____________________________________________________

• Exports via the Company"s own terminals increased by 50%.
• Growth of export sales benefiting from customs duty preferences (oil from the Caspian and the Yaregskoye field).

Priorities in 2014

• Diversifying sales markets.
• Increasing the share of transportation that uses the Company"s own infrastructure.

Entering the Asia-Pacific market

The company entered the fast-growing Asia-Pacific market in 2013 with the objective of improving business efficiency through market diversification. A new export route, via the Eastern Siberia-Pacific Ocean (ESPO) pipeline system and the port of Kozmino, has been in operation since July 2013, enabling transportation and sale of light crude produced by the Company without its mixing with inferior grades and achieving greater efficiency than could be achieved by traditional exports in a western direction.

Sales of oil

The total volume of crude oil sales by the Company in 2013, including supplies for refining at owned and affiliate refineries, was 105 million tonnes. Higher efficiency of oil supplies to the domestic market compared with most destinations outside the CIS countries meant that substantial volumes of oil were reallocated from inefficient export markets to Group refineries or were sold on the domestic market.

Optimal allocation of export and domestic market flows based on market conditions to maximize the Company profits is a priority task in the oil sales segment.

Exports through LUKOIL's own terminals increased by 50% to 6.4 million tonnes of oil.

Most of this growth was achieved by increase of supplies from fields in the Komi Republic through the new Kharyaga – Yuzhnoye Khylchuyu pipeline and the start of deliveries from the Trebs and Titov field to the Varandey terminal, through which 5.4 million tonnes were exported. The level of exports through the port of Svetly remained unchanged at 1.0 million tonnes.

Oil deliveries to refineries

Processing at Russian refineries remained the most efficient way of using oil produced by the Company in 2013. The volume of oil supplies to refineries in Russia during the year was 45.2 million tonnes.

Total supplies of oil to owned and affiliate refineries outside Russia were 21.1 million tonnes in 2013. Oil supplies for processing at third-party refineries were 1.54 million tonnes. Decline of the last figure compared with 2012 was due to reduction of deliveries to refineries in Belarus.

Sales on the domestic market

Total 8.5 million tonnes of oil were sold on the domestic market in 2013, which is 87.1% more than in 2012. The increase was due to lowering of oil exports by 2.9 million tonnes and reallocation of these volumes to the more profitable domestic market.

Oil exports

Redistribution of oil supplies in 2013 led to reduction of exports by 8.4% to 31.8 million tonnes. The share of Group export supplies via the Transneft transport system decreased from 87.7% to 79.5%, while the share dispatched via the Company"s own transportation infrastructure increased due to launch of the Kharyaga – Yuzhnoye Khylchuyu pipeline.

* Including petroleum products delivered to ISAB and Zeeland.

Sales of gas

LUKOIL Group sales of natural gas, associated petroleum gas (APG) and stripped dry gas totaled 20.4 billion m³ in 2013, which is 2.3% more than in 2012. The figure includes 9.7 billion m³ of gas sold to OAO Gazprom and its affiliates (including about 8.3 billion m³ of natural gas from the Group"s Nakhodkinskoye field) and 4.9 billion m³ of gas sold to other consumers (including deliveries to the Group"s gas-processing plants).

Growth in the share of gas sold with high economic efficiency to end-users and price increases in such sales led to growth of the average-weighted sale price of Company gas by 16% compared with 2012 to about 1,937 rubles per thousand m³ (1,818 rubles in sales to Gazprom and 2,217 rubles in sales to endusers).

Changes were made in principles of tariff formation for transportation of gas belonging to independent producers through the Gazprom transport system, making it possible to deliver gas efficiently over longer distances.

Deliveries of APG

The sales volume of marketable associated gas by LUKOIL Group in 2013, including deliveries to the Group"s own gas-processing plants, was 6.6 billion m³, which is 3.5% more than in 2012.

Environment

New pipeline will increase the level of APG utilization in Perm Territory

A new gas pipeline was brought into operation in May 2013 in Perm Territory. The pipeline with capacity of 240 million m³ will enable all associated gas from the Unvinskoye, Ozernoye and Gagarinskoye fields to be delivered for use at the Yaivinskaya thermal power station, owned by the energy concern E.ON Russia. This will substantially increase the level of APG utilization by LUKOIL Gr in Perm Territory. Capacity of the pipeline may be increased in the future.

More than twofold reduction of environmentally harmful coal burning at the Yaivinskaya power station and its replacement by environmentally friendly gas will also have major impact in reducing atmospheric emissions.

Petroleum Product Marketing

____________________________________________________

Progress in 2013

Efficiency gains in the marketing network:

• 1. Average daily sales at filling stations rose to 12.8 tonnes in Russia and to 9.2 tonnes for the Group as a whole thanks to the opening of highly efficient filling stations and the reconstruction of existing stations, as well as implementation of customer loyalty programs (LICARD).
• 1. Cost optimization through the withdrawal of unprofitable and inefficient stations, outsourcing of ancillary works, and development of a network of automatic filling stations (37 automatic station projects were implemented in 2013).
• 1. Growth in sales of non-fuel products was 6%.
• 1. Expansion on markets (expansion of the sales network in promising regions).

Priorities in 2014

• Diversification on markets and market entry in promising regions. Sale of oil produced at West Qurna-2.
• Further improvement of operating efficiency of the marketing network through improvement of the cost management system, and greater customerorientation.
• Increase in sales of non-core products.

million tonnes of fuel oil.

Wholesale trading of petroleum products and petrochemicals

A total 11.4 million tonnes of petroleum products were sold to wholesale buyers on the domestic market in 2013, which is 1.8% less than in 2012.

Exports of petroleum products increased by 3.9% in 2013 to 23.4 million tonnes. The structure of exports was unchanged in the reporting year. Group exports from Russia consisted mainly of diesel, fuel oil and gas oil (about 88.9% of total export of petroleum product exports in total). The structure of exports by the Company corresponds mainly to the structure of overall Russian petroleum product exports.

Transportation of petroleum products

Most exports by the Group of petroleum products in 2013 were by railway: about 70% of petroleum products were sent for export via rail. These deliveries included transportation of petroleum products by rail to the export terminal in Vysotsk. A total of 11.0 million tonnes of petroleum products were shipped through the terminal in 2013, including 0.03 million tonnes of vacuum gas oil, 2.5 million tonnes of diesel fuel and 6.7

LUKOIL petroleum products are also exported via river and sea (16%) and by pipeline (14%).

Pipeline exports are faster and more economically efficient, so the Company uses every opportunity to make greater use of them. The share of product exports via the Transneft pipeline system increased to 14% in 2013 from 10% in 2012 thanks to reverse use of the Andreyevka-Cherkassy pipeline, which enabled diesel fuel from the Perm Refinery to be fed into the system.

International trade

The Company is working hard to develop its international trade in petroleum products, increasing the scale and geographical diversification of this business.

LUKOIL Group has trade operations in 95 countries worldwide.

North-West Europe, the Black Sea countries and the Mediterranean region are the traditional key markets for the Group"s international trade. LUKOIL Group is also expanding its presence in the oil-producing regions of western, sub-equatorial and southern Africa, as well as developing projects in Central America. One of the main tasks for the near future is marketing of oil produced at the West Qurna-2 field. The Company is building long-term relationships with large refineries in South East Asia, the United States and other countries in order to achieve the most efficient allocation of these resources.

Bunkering

The Group controls about 27% of the Russian bunker fuel market in volume terms

LUKOIL is now is one of the biggest suppliers of bunker fuel at sea and river ports in Russia. The Group carried out bunkering operations at ports in five Russian regions in 2013. The LUKOIL bunkering fleet operates mainly at ports on the Baltic Sea, Barents Sea and Black Sea, and also on Russia"s inland waterways.

Bunker fuel sales, thousand tonnes

2011	2012	2013	13/12
2,606	2,665	2,325	-13%

Aircraft refueling

The Group accounts for about 27% of overall supplies of aviation fuel to the Russian market

LUKOIL Group makes sales of aviation fuel, produced at its own refineries or purchased, mainly on an "into-wing" basis at airports in Russia and abroad through its own subsidiaries or under agreements with third-party refueling companies. Into-wing refueling grew substantially in 2013 to a level of 1.5 million tonnes.

The main customers for aviation fuel sold by the Company are traditionally the largest Russian airlines and civil aviation companies.

In 2013 LUKOIL Group began to supply aviation fuel and other fuels and lubricants to 17 aerodromes of the Russian Ministry of Defense.

2011	2012	2013	13/12
1,147	1,303	1,462	+12%

Into-wing sales of aviation fuel, thousand tonnes

LUKOIL holds monthly commodity-exchange trading in aviation fuel in compliance with the

recommendations of the Russian Federal Antimonopoly Service. A total of 379 thousand tonnes of aviation fuel were sold on commodity exchanges in 2013, representing more than 15% of total production by LUKOIL.

Retail sales of petroleum products

LUKOIL sells its own fuels on the retail market via a well-diversified distribution network consisting of more than 5,867 filling stations and 166 oil depots in 27 countries. The Company increased its total sales of petroleum products by 2.1% in 2013, and most of the growth was focused on the Russian market (+3.4% compared with 2012) where demand for high-quality fuel is rapidly increasing.

LUKOIL continued to develop its network for marketing and sales of liquefied and compressed gases in 2013, increasing volumes in this segment to 846 thousand tonnes.

Environment

Group FILLING STATIONS WIN APPROVAL FROM THE RUSSIAN SOCIETY FOR NATURE CONSERVATION OAO "LUKOIL" became the first Russian oil company to pass a test confirming that the quality of its automotive fuels meet the requirements of the current governmentapproved Technical Regulations on fuel quality. The results of studies at a specialized research laboratory showed that all fuel samples fully match the Euro-5 standard. This means that they easily satisfy the Russian Technical Regulations, which require that all automotive fuel distributed and sold in Russia must meet Euro-3 standards by 1 January 2013.

Capital expenditures on the Group marketing network, \$ million

Russia	246	60.0%
Abroad	164	40.0%
	410

Optimization of the marketing network

The Company pursued efforts to optimize its marketing network in 2013 with the objectives of reducing costs and improving efficiency. A total of 156 filling stations and 2 product depots in Europe and the CIS were optimized: 75 filling stations were put under management, 71 were sold, 10 were closed down 2 product depots were sold. In Russia, 47 filling stations and 12 product depots were optimized: 28 filling stations were sold and 19 leased, while 11 depots were sold and one was leased.

LUKOIL Group will take steps in the future to optimize filling stations with daily sales volumes inferior to 3 tonnes.

Non-cash payment for fuels

By the end of 2013 a total of 2,417 filling stations in Russia (including 2,029 LUKOIL stations) were equipped to accept LUKOIL fuel cards as a means of payment. The number of cards in circulation in Russia exceeds 3.8 million (active from the beginning of the year). The total number of active cards increased by 121% in comparison with 2012.

A total of 5.7 million tonnes of petroleum products with value in excess of \$6.9 billion were sold in 2013 through the LICARD system, including about 5.1 million tonnes of fuel with value in excess of \$6.0 billion in Russia.

Customer loyalty

The Company has been implementing the LUKOIL Customer Loyalty Program since mid-2010. The total number of active participants in the Program in Russia rose above 3 million by the end of 2013, including 800 thousand customers who were brought into the Program during 2013. Total fuel sales using loyalty cards in 2013 were 2.5 million tonnes with value in excess of \$2.8 billion. Regular actions have been organized to bring more customers into the scheme and boost sales using loyalty cards. Joint projects with the insurance company Rosgosstrakh and a co-branding project with Uralsib Bank have been launched as part of the Program.

Non-fuel sales

During 2013 LUKOIL"s petroleum product business units continued implementation of the program for development of retail sales of non-fuel goods and services as part of the overall strategy of the Refining & Marketing business segment. Trading profit from the sale of non-fuel products and services in Russia reached \$59 million. Turnover from the sale of non-fuel goods and services at filling stations in Europe and the CIS in 2013 amounted to \$482 million, which is 6% more than in 2012. The company plans to increase these revenues by optimizing the range of goods and services, improving fast-food amenities at filling stations, active marketing activities and additional services, cooperation with major suppliers, use of best trading practices and improvement of customer service.

EKTO fuels

There was a steady increase in sales of engine fuels under the EKTO brand in 2013 and geography of the EKTO project expanded. The number of filling stations in Group operating regions selling products under the EKTO brand in 2013 were 1,248 for gasoline and 1,457 for diesel fuel, i.e. more than half of LUKOIL filling stations in Russia offer EKTO fuel. EKTO sales volumes in Russia in 2013 were 3.7 million tonnes, which is 19% more than in 2012, and the share of EKTO fuels in total retail sales of engine fuels in Russia were 41% (up from 35% in 2012). Some 71% of EKTO sales were diesel fuel the share of gasoline was 25%.

Efforts continued during the year to promote the sale of EKTO branded fuels abroad. The volume of EKTO fuels sold through retail outside Russia in 2013 was 1.1 million tonnes.

Launch of new filling stations

2011	2012	2013
104	144	145

Corporate Responsibility

Strategic objective	Progress in 2013	Priorities in 2014
Minimizing environmental impact	The Company continued to invest in environmental protection during 2013, when the rate of APG utilization rose to 88.0%, recycling of waste from previous periods amounted to 237.3 thousand tonnes, the area of contaminated land decreased by 25.9% and the ratio of waste recycling to waste generation was consistently higher than 1.	Further modernization of production facilities, reconstruction and construction of gas treatment units, reconstruction of gas processing plants, implementation of projects for rational use of APG at new Company assets, repair of pipelines.
Industrial safety at all Company sites	High standards of health and safety helped to reduce the number of accidents at Group enterprises. Training exercises and scheduled preventative measures also contributed to lower incidence of occupational injury.	• Improvement of working conditions • Conduct of trainings and exercises • Implementation of scheduled preventative measures
Employees	Vertical integration of process management and optimization of personnel numbers led to improvement of performance indicators: revenue per employee increased by 3.8% to \$1.290 million. A standardized employee development and assessment methodology was designed in 2013 in order to maximize achievement by employees of their potential.	• Optimize the system of management on the basis of functions unification and standardization of organisational structures. • Ensure that the Company has suitable qualified personnel to implement priority projects. • Improve the system of remuneration. • Create a unified system for planning of personnel. • Improve the system of personnel training
Responsibility in operating regions	The Company actively supports socially important projects in the regions where it operates, increasing investment in sponsorship and charity activities year by year. Social investments in 2013 totaled \$98 million, which is 18.5% more than in 2012.	Socio-economic development in regions and favorable living conditions for local people.

Protecting the Environment

____________________________________________________

OAO "LUKOIL" appreciates the scale of its responsibility to society for the rational use of natural

Progress in 2013:
A new environmental safety program for 2014- 2018 was designed and approved. Growth of APG utilization to 88.0% for the Group as a whole. Reduction of wastewater discharge. Reduction in the area of contaminated land. Reduction of the number of pipeline failures by 3%.
Priorities in 2014: Increase of APG utilization. Reduction of environmental impact. Reduction of water consumption.

Ensuring that the ratio of waste recycling to waste generation is less than 1.

resources and the preservation of favorable environmental conditions. The Company therefore adheres to the highest standards of environmental protection and industrial safety.

Over \$1.3 billion spent on environmental security

Structure of spending on environmental protection in 2013

Reduction of air pollution	68%
Preventing and dealing with accidents	19%
Recycling of production waste	6%
Other	7%

Spending on protection of the environment, \$ million

2011	2012	2013	13/12
718	754	1,322	+75%

Environmental security program in 2014-2018

In 2013, LUKOIL developed a new program of environmental safety for the period 2014-2018. LUKOIL"s latest five-year environmental program is the fifth in succession, and will ensure continuity of the Company's efforts to ensure that the requirements of environmental protection are met.

The environment program for 2014-2018 envisages over 600 measures with total cost of more than \$4 billion

Area					Main steps taken in 2013
Rational use of water resources, preventing water pollution				• Building water-separation systems and systems for
Wastewater discharge, million m3		utilization of formation water.
		• Upgrading of pipeline crossings over rivers.
2013 2.2					• Purification of ground water that has been contaminated
					by drainage systems.
2012	2.23				• Modernization of existing purification facilities and
					installation of new facilities.
2011 2.2
2.18 2.19 2.2	2.21 2.22	2.23 2.24
Reduction of atmospheric pollutant emissions.					• Modernization and construction of facilities to increase
					the rate of utilization of APG.
Atmospheric emissions, thousand tonnes					• Modernization and construction of new, more efficient
2011	2012	2013	13/12		combined-cycle turbines at generating facilities.
842	726	729	+0.4%		• Replacement of equipment for the reduction of pollutant
A slight increase of atmospheric emissions was due to					emissions: replacement of lateral seals, modernization and
commissioning of new fields with a high gas factor in the Komi					replacement of furnaces, replacement of pumping
Republic. Launch of facilities for APG utilization at the fields is					equipment.
planned in 2014-2015 and atmospheric emissions will decline as					• Better use of technologies: timely regulation of
a result.					combustion in furnaces, boilers
Recycling of accumulated waste					• Increase of sub-contractor works to neutralize waste.
	Utilization and burial of production waste				• Construction of a complex for processing of waste
1,552					containing oil.
1500		1,315			• Construction of specialized zones for utilization of
1300					production waste.
1100	1,021	865
900 774	870
700 2011	2012	2013
		Accumulated hazardous waste at the end of the period, thousand tonnes
	Utilization and burial of production waste, thousand tonnes
Preventing contamination and ensuring rational use of land					• Reduce the area of contaminated land by 26% to 243
Area of contaminated land,					hectares.
hectares					• Reclaim disturbed land and land contaminated by crude oil.
2013 243					• Scheduled work to reduce the risk of pipeline failure:
	-25.9%				such failures were reduced by 3% in 2013.
2012 328					- the rate of pipeline replacement rose to 2.5% in 2013
2011 395					(measured as a share of total length of pipelines).
					- diagnostics and major repairs to pipelines, and the
0 200	400	600			application of corrosion inhibitors,
Preserving biodiversity					• Financing of work to replenish fish stocks
					• Monitoring of environmental components

Utilization of APG

Progress in 2013: the Company has been increasing levels of utilization of APG year by year. LUKOIL Group put 88.0% of the APG, which it extracted, to productive use in 2013, which is well above the Russian national average of 78.9%. Utilization rates at fields in Western Siberia, the lower Volga, Northern Caspian and the Baltic are in excess of 95%. Recent acquisition of new assets with low utilization

Exercises to prepare for emergency situations

The Company carried out exercises in 2013 for prevention of and reaction to emergency situations at the Vysotsk marine export terminal in the Gulf of Finland. The exercises rehearsed procedures to extinguish a fire on the petroleum product loading jetty, guide a tanker to the port roads, find and collect petroleum products from the water surface, as well as rescue measures by sea and land. The exercise involved 47 fire and rescue equipment units, a K-52 helicopter, 137 personnel from the Vyborg Fire Service, as well as the mobile command post of the Russian Emergency Ministry for Leningrad Region, the Vyborg Rescue Service and relevant employees at the Vysotsk Terminal. The Russian Minister for Emergencies, Vladimir Puchkov,

rates has slowed down increase of the utilization rate at the Company.

LUKIOIL Group is building gas-fired power stations at fields as part of its small-scale generating program. This both reduces gas flaring and cuts energy costs, lowering the overall cost of oil production.

APG utilization by LUKOIL Group, %

2011	2012	2013	13/12
79.3	87.6	88.0	+0.5%

Plans for 2014: the program for rational use of APG in 2014-2016 envisages spending of \$1.5 billion in order to achieve 95% APG utilization by 2016. Measures scheduled in 2014 are as follows:

• construction of a system for external transportation of gas from fields in the North Caspian;

• construction of a gas desulphurization unit at the Vostochno-Lambeishorskoye and Bayandyskoye fields;

• reconstruction of the Usinsk Gas-processing Plant;

____________________________________________________

• construction of pipeline sections of the gas safety system at the Kokuiskoye field;
• implementation of projects for the rational use of APG at RITEK-Samara-Nafta.

Health and Safety

We do all we can to ensure safe and comfortable working conditions for our employees

LUKOIL Group improved its figures for injuries at work in 2013. Loss of work time, the accident rate and the number of employees suffering injury were all reduced in comparison with the previous year. There were no instances of fatal injury in 2013 (four instances in 2012).

LUKOIL continued its efforts to improve working conditions at Group organizations during 2013.

Progress in 2013

• Lowering of the industrial injury rate

Priorities in 2014

• Improve the working conditions of personnel
• Carry out exercises and trainings
• Carry out scheduled preventative measures

Working conditions were improved for nearly 6.5 thousand employees in 4.5 thousand work places.

A total of 83 exercises and staff drills and trainings were held in 2013, as well as 61 complex exercises and 100 special-tactical exercises, of which 57 were to address possible oil spills.

Thanks to the implementation of scheduled preventative measures, there were no emergencies at LUKOIL Group facilities in 2013. Regular conduct of exercises and trainings at sea and river terminals, production, processing and storage sites ensured that

personnel and equipment at LUKOIL Group organizations were in a high state of readiness to respond to any spillages of oil and petroleum products.

Structure of spending on health and safety in 2013

Measures		%
New technology.	2.	0.1
Training and further training.	3.	2.0
Ensuring that work places meet criteria established by law.	4.	3.4
Protective equipment and ensuring sanitary and safety conditions.	5.	10.4
Health and safety provisions for employees in accordance with government		4.4
and corporate standards.	6.
Improving health, safety and fire-risk management. Legal and	7.	6.6
organizational support.
Preventing and dealing with emergency situations	8.	29.6
Ensuring that Company facilities comply with internal LUKOIL
requirements for health, safety and fire-risk management	9.	43.5

Number of accidents at work

Number of employees injured in accidents

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Personnel

Average head count is about 110 thousand employees

Group social policy is designed to increase labor efficiency, realize the full potential of employees and ensure their social welfare. We take the interests and needs of our employees seriously and try to ensure that everyone who works for LUKOIL is committed to achieving the best results for the Company.

Progress in 2013:

• Vertical integration of HR process man agement.

• Work to ensure the availability of suitably qualified staff for priority projects.

• Development of a standardized methodology for the assessment and development of personnel.

• Further work with the International Labour Organization (ILO) for the promotion of youth employment

Priorities in 2014:

• Optimize management system on the basis of functions unification and standardization of organisational structures.

• Work to ensure the availability of suitably qualified staff for priority projects.
• Improve the system of staff remuneration.
• Create a unified system for planning of staff requirements.
• Improve the training system.

Key principles of the personnel management system

• Consistency - the creation of a unified personnel management system, based on a functional chain of command.

• Goal-oriented approach to ensure the achievement of business goals.

• Responsibility of leaders at all levels for work with personnel.

• Efficiency achieving the best results at minimum cost.
• Encouraging the best specialists to take employment at the Company.
• Prioritizing internal over external candidates for vacant posts.
• Competitive remuneration system.
• Taking account of best international practice in personnel management.
• Objective assessment when selecting and appointing project teams.
• Continuity work with reserve personnel and lowering the average age of work teams.

Meeting best international standards

OAO "LUKOIL" strives to ensure that its system of personnel management meets the best international standards. In 2012, the Company completed the optimization of organizational structures, eliminating duplication of functions and inefficient management links, and centralizing the Company"s accounting services. The number of employees declined by 2% in

2013, while productivity and specific performance indicators improved: revenue per employee rose by 4% in 2013.

Revenue per employee, \$ thousand

2011	2012	2013	13/12
1,111	1,243	1,290	+3.8%

Breakdown of personnel by gender

Men	57%
Women	43%

Breakdown of personnel by age

Up to 30 years	25%
31–40 years	30%
41–50 years	26%
51 years and above	19%

Social partnership

The Company makes full use of social partnership in the labour sphere, expanding and strengthening cooperation with its trade union, and also with government bodies and local communities. Since 2008 OAO "LUKOIL" has been the official representative of the Russian Union of Industrialists and Entrepreneurs in the Tripartite Commission for Regulation of Social and Labour Relations, which is the most senior social partnership organization acting under the Labour Code of the Russian Federation. In 2013 the Company took part in 11 sessions of the Commission, at which 86 issues were considered.

System of motivation

The system of motivation is a key component in the management system of any organization, since it promotes more efficient work by staff and the achievement of strategic goals. The Company"s system of motivation is comprehensive and includes both financial and non-financial incentives.

Financial incentives

Direct financial incentives consist of fixed and variable components.

• The Company is attentive to ensuring that the fixed part of remuneration, consisting of base salary, is set at an appropriate level. In order to maintain a competitive level of base salary the Company regularly monitors salaries in respective segments of the labor market. Salaries are reviewed annually taking account of inflation and individual performance.

Despite reduction of the average headcount by 2%, payroll grew by 10% in 2013 compared with 2012. Indexation of wages at the Group"s Russian companies in 2013 was 6%.

• The variable part of remuneration consists of short-term and long-term incentives. The Company is committed to ensuring that the variable part of remuneration is properly aligned with business strategy, making it more closely dependent on the Company's financial results.

Short-term incentives consist of performance premiums for the year. The annual premium is contingent on the achievement of performance indicators, which are set by the organization, department, or by the employee. The company strives to achieve an optimal combination of performance indicators, finding a balance between short- and long-term performance indicators, assessment of the contribution of individual employees to Company performance as a whole, and financial and operating indicators.

The Company has adopted a new long-term incentive program to ensure that employees do their utmost for income growth, increase of capitalization and increase of the Company"s investment attractiveness, and in order to attract and retain highly skilled workers.

Non-financial incentives consist of social protection programmes and other employee benefits.

An efficient system of social guarantees helps to attract highly-qualified specialists to the Company, reduce employee turnover rates, strengthen corporate morale and is of fundamental importance for the success of the Company"s operations.

Working with communities in Iraq

1. Employment for local people

LUKOIL is hiring local people to work on construction of the West Qurna-2 field in Iraq. More than 11 thousand workers were employed when construction of facilities was at its height, and more than two thirds of them were local people, working for both Iraqi and local companies (more than 10 major Iraqi sub-contractors took part in the project).

2. Education and training for local people

LUKOIL provides training and retraining for local-hire staff at a specially designed training center, with capacity for up to 350 students. All of the students are residents of nearby communities in Basra province. After completion of their training, the specialists take up jobs at various infrastructure facilities serving the West Qurna-2 field, working on the launch of project facilities and their subsequent exploitation under the guidance of experienced engineering staff.

3. Sponsorship and charity activity

LUKOIL is making significant efforts to improve the welfare of the local population. Special attention has been given to social issues since the outset of the West Qurna-2 project, even though social initiatives are not obligatory under the field contract. This work is being carried out in close association with local authorities and the leaders of tribes, which inhabit the contract territory. Objectives of the extensive social program, which LUKOIL has been implementing for several years as part of the West Qurna-2 project, include the development of a resource base for educational, medical and sports facilities.

Therefore, the Company offers a broad range of programs and opportunities to its employees as part of the LUKOIL 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 a principle of shared funding of non-state pensions by employee and employer. By the end of 2013 more than 38 thousand employees at LUKOIL Group organizations in Russia had entered the shared funding system, and the sum of their contributions during the year was over \$12.7 million. The Company"s total contributions under non-state programs of pension provision in Russia and abroad for the reporting period were in excess of \$32 million

More than \$400 million spent on social programs and social infrastructure

Non-financial incentives

Non-financial incentives, in the form of recognition and awards to employees who achieve outstanding results, are another valuable means of encouraging best possible performance by LUKOIL personnel.

Special events were held at all Group companies in 2013 at which workers and groups of workers received national awards, sectoral marks of distinction, and special recognition from the Company itself.

There were 18 winners of national awards among LUKOIL employees in 2012, while sectoral distinctions were earned by 492 workers and the Company"s own awards were conferred on 1,573 employees and 22 groups of employees. Also, two Company employees and one Company organization were prize winners in national competitions, and 382 LUKOIL employees were awarded prizes by local government in the regions where they work.

There were 45 individual winners and 6 winners among Group organizations in the regular competition to find the "Best Employees and Organizations of LUKOIL Group" in 2012. A competition of professional skills was also held, in which LUKOIL employees competed to be the "Best in the Profession".

Young specialists

Committees of young specialists operate at Company enterprises, and their functions include support to young specialists in adjustment to new working conditions, helping them to acquire and improve their skills, and work to encourage commitment to corporate values and corporate culture.

The Company held its eighth competition in 2013 to find the Best Young Specialist of the Year, as a result of which the title was awarded to 55 of the Company"s young specialists. Further trainings were organized and held as part of the Young Specialist"s School, helping to reduce the amount of time needed for adaptation of new employees to the corporate environment and to raise their professional efficiency.

The 10th conference of young scientists and specialists of LUKOIL Group organizations in Ukhta was held in 2013 at Ukhta State Technical University. More than 150 young professionals from Group organizations take part each year in a sector R&D competition for youth employees at enterprises and organizations of the Russian fuel and energy industry. Also nearly all of the young professionals at the Company participate every year in various corporate and scientific competitions and conferences.

The tradition of offering work experience to students of leading Russian universities was continued in 2013, when 3,000 students took up temporary work placements at LUKOIL organizations. Cooperation also continued between the Company and Russian oil & gas universities in the framework of the "Start into the Future" project, which aims to select and encourage the most outstanding students.

Personnel training

Progress in 2013

The company gave active to social projects in its regions of operation, spending 18.5% more on sponsorship and charity activities.

Priorities in 2014

Continued support for social facilities and projects in the regions of operation.

Supporting socio-economic development in

operating regions and improving the standards of living of the local population.

LUKOIL Group has a strong focus on raising levels of qualification among its employees. The Group has a system of continuous training, which is designed to ensure that its employees acquire the knowledge and skills, which they need for 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 and MBA programs. The Corporate Study Centre which was opened in 2010 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 fire safety procedures.

Work continued in 2013 to forge an executive reserve for senior management positions at OAO "LUKOIL" and its subsidiary organizations (a corporate management reserve) and also to shape a new generation of middle managers.

Working with Communities

____________________________________________________

More than \$98 million spent on sponsorship, charity and social investments

Social and charity programs are among the Company"s most important strategic tasks, since they help to ensure constructive partnership with central and local government and with local communities. These initiatives by LUKOIL help to improve the social and economic situation in regions, where the Company has operations.

Social investment programs

Support for children"s homes and schools

LUKOIL Group gives priority in its charity work to helping children. The Company 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 helps children from children"s homes to obtain an education, remain in good health, acquire a profession and find their place in life. Individual stipends were awarded to 36 children who had been brought up in children"s homes in 2013. The Company is also implementing a project to recruit and train young executives with backgrounds in children"s homes and disadvantaged families.

Education programs

Concern for the young generation and the preparation of qualified young specialists for the Russian oil industry is essential for meeting human resource challenges in the future

About \$130 thousand spent on stipends

More than \$240 thousand spent on grants

The Company gives its support to 15 universities and 4 technical colleges, paying personal stipends and grants, and providing material and technical assistance.

The Company helps education, science and industry to meet each other"s needs. In 2013 LUKOIL grants were awarded to 200 students and 80 gifted young teachers received personal stipends. The Company"s stipend payments have risen significantly in the last five years (by 58.1%) and grant payments have increased by 26.0%.

LUKOIL supports more than 15 universities and 4 technical colleges, paying individual stipends and grants and helping to provide learning resources.

Support to medical institutions

OAO "LUKOIL" provides assistance to a number of major medical research centers (the Russian Cardiological Scientific and Production Complex and the A.V. Vishnevsky Institute of Surgery) as well as supporting the development of medical services in its regions of presence.

Social project competitions

LUKOIL Group"s social project competitions, which are held annually in 15 of Russia"s administrative regions, are among the most efficient mechanisms for implementation of socially important programs. More than 11,000 applications were made for 11 years of competition. Over 2,500 social projects were realized. The budget for social project competitions in 2013 was about \$2.4 million.

Sponsorship and charity programs

Preserving cultural and historical heritage

The Company gives support every year to a number of leading Russian museums and arts groups, financing new exhibitions and productions, as well as contributing to the revival of religious traditions and spiritual culture.

Several programs for the support of folk arts and crafts in the Kama region (near the city of Perm) have benefited from LUKOIL"s assistance over a number of years.

OAO "LUKOIL" was the partner of a number of exhibitions in 2013, including: "Mikhail Nesterov, 150th Birthday" at the Tretyakov Gallery; "The Romanovs. Portrait of a Dynasty" at the State Historical Museum; "Alexander Golovin, 150th

Cooperation with Moscow State University In 2013 LUKOIL signed an agreement on cooperation between Company R&D divisions and Moscow State University. The Parties will carry out joint research into acoustic methods of reservoir stimulation, strata imaging, studying the structure of pore space and creating mathematical models of filtration. Company specialists will take part in work by the University Center for prospecting, exploration and development of hydrocarbon deposits. The Company also intends to establish grants for research and teaching staff and teams at Moscow University, as well as scholarships for University students.

Birthday" at the Russian Museum; "The Art of Saving Art. Restoration in the Moscow Kremlin Museums" at the Moscow Kremlin Museums; and M.V. Nesterov, 150th Birthday" at the Vyatka Regional Museum of Art.

The Company also financed the restoration in 2013 of a 19th century wood-built house in Kirov Region, which is classed as a national heritage building.

Targeted assistance

OAO "LUKOIL" provides special payments each year to veterans of the Great Patriotic War (World War II) who have worked in the oil industry and also to labor veterans. The Company also provides assistance to the families of members of the armed forces, who have lost their lives in more recent armed conflicts.

Working with peoples of the Russian Far North

The Company develops and implements special programs for work with the owners of kinship lands. LUKOIL 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. Financing is made available for construction and repairs to housing in villages and areas traditionally populated by indigenous peoples, and apartments are provided for local people in nearby towns. The Company also contributes to ensuring that healthcare services are available to nomadic peoples who live in inaccessible regions beyond the Arctic Circle, including health checks and medical treatment for reindeer herders and their families.

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

Sport

Sponsorship of various sports and the promotion of healthy life styles have been an important part of LUKOIL Group"s social policy for many years. The Company contributes to the health and fitness of its employees and their families by organizing international "Spartakiada" amateur sports competitions and by leasing sports facilities.

OAO "LUKOIL" provides sponsorship to leading Russian sports teams, including Moscow Spartak football club, the Caspian Dawn handball club in Astrakhan, the Volgograd Spartak water polo club, Torpedo ice hockey club in Nizhny Novgorod, the Dynamo-Krasnodar women's volleyball team and the Dynamo-Yantar volleyball club

For many years the Company has been the general sponsor of the national ski-racing team and partner of the Russian Ski-Racing Federation. The Company assists both in training of the national team and development of amateur ski sport in Russia. The Company is also the official sponsor of the VTB League, which is the largest basketball championship in the post-Soviet countries.

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.

The Company has provided support for more than 13 years to one of the biggest children"s sport organizations in Russia, the Children"s Football League. About 3,000 teams and more than 50,000 young football players from all parts of Russia – from Vladivostok to Kaliningrad – take part in League competitions each year.

The League tournament in 2013, which coincided with the 15th anniversary of the LUKOIL sports club, was organized in a new way for the first time: the competition involved some of Europe"s finest football schools, took place in six different European countries, and was presided over by distinguished footballers.

Donor actions

Blood donation is an important type of corporate voluntary action and LUKOIL has carried out such actions since 2010. Over 80 liters of blood were collected in 2013. Blood donation is 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.

LUKOIL corporate museums

More than 25 museums in Russia and abroad

LUKOIL Group"s corporate museums make an important contribution to corporate culture and provide a universal center for communication. They keep the best traditions of the oil industry alive and provide continuity between successive generations of oil workers.

The Company"s network of corporate museums includes the main LUKOIL Museum and more than 25 museums at Group organizations in various regions of Russia, Bulgaria, Romania, Ukraine. As well as hosting exhibitions, our museums are also used for special ceremonies to greet newly-hired professionals, to celebrate anniversaries, to congratulate retiring employees, to award corporate prizes, and for evenings devoted to specific themes. The LUKOIL Museum holds regular sessions with students of the Gubkin Oil & Gas State University to study the history of the Russian oil industry and issues of corporate culture. The LUKOIL Museum organized 19 traveling exhibitions in 2013 both inside and outside the Company, including: "20 Years of the LUKOIL Charity Foundation"; "20 years of the LUKOIL International Association of Trade Unions"; "20 years of LUKOIL-INFORM"; "10 years of the Oil Courier newspaper"; "LUKOIL Power Generation"; "Company Youth Policy"; and others.

Cooperation with Stakeholders

____________________________________________________

Stakeholders	Tasks	Steps taken
Shareholders	Protect the legitimate rights of shareholders	The company organizes investor and analyst days each
and investors	and their equal access to information.	year, and organizes trips to regions to meet minority
		shareholders. The Company also organizes trips for
		investors to production facilities in priority regions.
	Improve relations with shareholders and	Company managers take part in conferences and other
	investors.
		events for institutional investors and analysts.
	Increase the openness and transparency of the	Key tools for interaction with shareholders and the
	Company's operations and prepare and provide to
		investment community include the Company"s official
	investors all information, which may have material	website and a hotline at the Company"s Stock and
	impact on the value of Company securities.	Consulting Center.
	Assist in the formation of a truthful image of
	the Company in the investment community
Personnel	Respecting and safeguarding the rights of every	The company has various mechanisms for interaction
and trade	employee as well as their equality and non	with is personnel:
unions	discrimination.	• Internal corporate portal.
		• Helpline.
	Creating the conditions for the exchange of	• Information provision through corporate media.
		Meetings and seminars with the representatives of trade
	best practices and for its dissemination, and also for the	unions are organized as and when needed.
	dissemination of new knowledge, innovative ideas,
	projects and developments.
	Maintaining an effective system of social
	protection, health and safety, and security for
	employees, ensuring safe and comfortable working
	conditions.
Local	Building and maintaining a stable and	The Company is committed to an ongoing dialogue with
communities	constructive relationship with local administrations.	local communities in its operating regions. The outcome
		of meetings with community representatives shows the
		extent to which the Company's activities in the regions
	Adherence to standards of behavior, respect for	corresponds to their socio-economic development
	the traditions and customs of local populations where the
	Company has operations.	priorities, and indicates the effectiveness of corporate
		social investment programs.
		Also, experts from environmental organizations carry out
	Relationships are founded on the key principles	regular inspections in areas where LUKOIL has
	of responsibility, integrity, professionalism, partnership,
		operations, enabling an impartial picture of the
	mutual trust, respect and inviolability of obligations.	Company's activities there and of the real impact of these
		activities on the environment.
Government	Building and maintaining a stable and	OAO "LUKOIL" participates in the legislative process with
bodies	constructive relationship with the public authorities.	regional and municipal administrations on the basis of
		agreements on social and economic cooperation aimed at
		sustainable development of Russian territories. Since
	Organization of activities in strict compliance	2008 OAO "LUKOIL" has been the official representative
	with the laws and regulations of the Russian Federation
	and of the countries where the Company does business.	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. This enables the Company to
		make proposals for inclusion in drafts of new labor
		legislation during its preparation, which gives the
		Company a role in the development of social dialogue.
Customers	Adherence to principles of mutual respect,	The Company is developing feedback channels with end
	mutual advantage, honesty, integrity and strict fulfilment	users through the creation of "hotlines" in each region
	of mutual obligations.	where it has operations. Customer satisfaction surveys
		are also conducted to measure levels of satisfaction
		among the customers of Company filling stations.
Suppliers	Building long-term mutually beneficial	Equal and timely access to information on tenders is
	relationships with customers and suppliers, who have	provided through the Company"s official website. OAO
		"LUKOIL" is open to cooperation with professional,
	high business reputations.
		reliable and responsible suppliers of works and services.
	Creating an image as a reliable business
	partner.
	Adherence to principles of mutual respect,
	mutual advantage, honesty, integrity and strict fulfilment
	of mutual obligations.

Information on the amount of each type of energy resource used by OAO "LUKOIL" in 2013 in physical and monetary units

Type of energy resource	Used in 2013
	In physical units	In monetary units
Thermal energy	14,148.7 Gcal	RUB 19,747,773.01, including VAT
Electricity	17,189,430.2 kWh	RUB 83,077,176.94, including VAT

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, a Certificate of Honour 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.

Victor Vladimirovich Blazheev

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

Rector of the O.E. Kutafin Moscow State Law University (MSAL)

Chairman 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 Law University (MSAL).

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

Graduated from the Maurice Thorez Moscow State Institute of Foreign Languages in 1969. 1993-1998: First Deputy Minister of Foreign Affairs of the Russian Federation. 1998-2004: Minister of Foreign Affairs of the Russian Federation. March 2004 – July 2007: Secretary of the Security Council of the Russian Federation. Since 2005: Mr. Ivanov has been engaged in educational activity at the Chair of Political Processes,Moscow State Institute of International Relations (MGIMO University) under the Russian Foreign Ministry. Since 2011: President of the Russian International Affairs Council (RIAC). Since 2013: member of the Board of Directors of OSAO Ingosstrakh and Rissa Investments N.V. holding company. Associate member of the Russian Academy of Sciences. Doctor of History. HE Extraordinary and Plenipotentiary Ambassador of the Russian Federation (diplomatic rank). Recipient of Russian and foreign orders and medals.

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" (Exploration and Production). Since 2006: First Executive Vice-President of OAO "LUKOIL" (Exploration and Production).

Elected to the LUKOIL Board of Directors since 1993.

Richard Matzke

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

Member of the HR and Compensation 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 Association (IDA) and PricewaterhouseCoopers. 2010-2013: 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"

Chairman of the Board of Directors ofZAO Gruppa Kapital Upravlenie aktivami [Kapital

Group Asset Management]

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, the Plekhanov Russian Economics Academy in 1998. Candidate of Technical Sciences (PhD), Doctor of Economics, professor. Recipient of four medals.

1993-1994: 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 – February 2011: General Director of OOO Management Consulting. 2002-01.2013: General Director of ZAO Gruppa Konsalting [Consulting Group]. Since 2011: Deputy General Director of OOO Upravlyayushchaya Kompaniya Kapital [Kapital Management Company].

Chairman of the Board of Directors of ZAO Kapital Upravlenie aktivami [Kapital Asset Management], OOO Upravlyayushchaya Kompaniya Kapital Paevye Investitsionnye Fondy [Kapital Unit Investment Funds (Management Company)], ZAO Gruppa Kapital Upravlenie aktivami [Kapital Group Asset Management], National Managers League Not-For-Profit Partnership. Board member of OAO Fubolny Klub Spartak-Moskva [Spartak-Moscow Football Club], OAO Bank Petrocommerce, ZAO IFDK, OAO GSI, ZAO Tushino 2018, OOO Upravlyayushchaya Kompaniya Kapital [Kapital Management Company], ZAO Management Group, OAO ACBT, and of the Association of Managers Interregional Public Organisation. Mr. Mikhailov is also a director of PANATLANTIC ENERGY GROUP LIMITED (VANCO Overseas Energy Limited till 04 April 2012). 2011-January 2013: Board member of OOO Management Consulting. Board member of the Foundation for Social Programme Targeted Support and member of the Central Council of Sports Russia National Voluntary Association.

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

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

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"

Born: 1936

Graduated from Polytechnic University of Milan (Politecnico di Milano) (Italy), 1961. Chairman and CEO of Gas Mediterrraneo & Petrolio, former Chairman of the Board of Directors of Eni SpA and former Chairman and Chief Executive Officer of AGIP SpA..

Elected to the LUKOIL Board of Directors since 2011.

Ivan Pictet

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

Member of the UN Investments Committee of the UN Joint Staff Pension Fund Board

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

Born: 1944

Graduated from the School of Business Administration at the University of St. Gallen in 1970, where Mr. Pictet earned a Master"s Degree in economics.

Mr. Pictet joined Pictet & Cie in 1972

1981 – 2005: Managing Partner of Pictet & Cie 2005 – 2010: Senior Managing Partner of Pictet & Cie 1991 – 1995: President of the Geneva Chamber of Commerce and Industry

2000 – 2010: President of Genève Place Financière

He serves as a member of the UN Investments Committee of the UN Joint Staff Pension Fund Board since 2005. He serves as a member of the International Advisory Board of Blackstone Group International Limited since 1995, AEA European Advisory Board since 2010, AEA Investors LP Global Advisory Board (NY, USA) since 2011 and as a member of the Board of Directors of Symbiotics since 2011. He is also President of Fondation pour Geneve and Chairman of the Fondation Pictet pour le développement since 2009. Mr. Pictet was appointed Chairman of the Board of PSA International SA in 2012.

Elected to the LUKOIL Board of Directors since 2012.

Leonid Arnoldovich Fedun

Member of the Board of Directors of OAO "LUKOIL"

Vice-President for Strategic Development of OAO "LUKOIL"

Member of the Strategy and Investment Committee of the Board of Directors 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: VicePresident for Strategic Development of OAO "LUKOIL". Since June 2013: Member of the Board of Directors of OAO "LUKOIL".

Alexander Nikolaevich Shokhin

Member of the Board of Directors of OAO "LUKOIL" (till June 2013)

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

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", 3 rd and 4 th 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 a number of the Commissions under the President and the Chairman of the Government of the Russian Federation.

Elected to the LUKOIL Board of Directors from 2005 to 2013.

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

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, a Certificate of Honour 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" (till 27 July 2013)

Advisor to the President 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. 1993–2012: Vice-President, Head of the Main Division for General Affairs, Corporate Security and Communications. 2012-2013: Vice-President for General Affairs, Corporate Security and Communications of OAO "LUKOIL". Since September 2013: Advisor to the President 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 Medals

of the Order "For Merits before the Fatherland", 1 st and 2 nd 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 of OAO "LUKOIL". 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" (Exploration and Production). Since 2006: First Executive Vice-President of OAO "LUKOIL" (Exploration and Production).

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"

Senior 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. February 2012 – September 2013: Vice-President of Finance of OAO "LUKOIL". Since September 2013: Senior 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" (to 26.02.2013)

Vice-President for Science and Technology of the Exploration and Production Business Segment and General Director of OOO LUKOIL-Engineering (secondary employment) 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. February 2012 - January 2013: Vice-President for Technologies, and Oil and Gas Field Development of OAO "LUKOIL". Since January 2013: Vice-President for Science and Technology of the Exploration and Production Business Segment and General Director of OOO LUKOIL-Engineering (secondary employment).

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 Board of Directors of OAO "LUKOIL"

Member of the Management Committee of OAO "LUKOIL" (till 24 May 2013)

Vice-President for Strategic Development of OAO "LUKOIL"

Member of the Strategy and Investment Committee of the Board of Directors 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". Since June 2013: Member of the Board of Directors 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".

Azat Angamovich Shamsuarov

Member of the Management Committee of OAO "LUKOIL"

Senior Vice-President, Oil and Gas Production

Born: 1963

Graduated from Ufa Oil Institute in 1986. Candidate of Technical Sciences (PhD). Recipient of a Medal of the Order "For Merits before the Fatherland", 2nd Degree. Distinguished Oil and Gas Specialist of the Khanty-Mansi Autonomous District-Yugra. RF Government Prize winner in Science and Engineering.

1997-2000: Chief Engineer of NGDU Pokachevneft, Deputy General Director for Production of TPP Langepasneftegaz, Head of NGDU Pokachevneft, General Director of TPP Uraineftegaz. 2000-2001: President of the Orenburg Oil Joint Stock Company (ONAKO). 2001-2008: Vice-President, Senior Vice-President of LUKOIL Overseas Holding Ltd. 2008-2012: Vice-President of OAO "LUKOIL", General Director of OOO LUKOIL-Western Siberia. 2012-September 2013: Vice-President of OAO "LUKOIL" for Oil and Gas Production. Since September 2013: Senior Vice-President of OAO "LUKOIL" for Oil and Gas Production.

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, inter alia, 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 the Company"s profit and losses for the financial year,
• implementation of the Company"s policy in the area of the Company"s own securities;
• approval of major transactions involving property worth 25-50 percent of the book value of the Company"s assets.

From 27 June 2013 the Committee consists of Igor Ivanov (Chairman), Ravil Maganov, Mark Mobius, Guglielmo Moscato and Leonid Fedun.

Audit Committee

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

• the professional skills and quality of services provided by the auditors and their compliance with auditor independence requirements,
• the selection of the Company"s Auditor and evaluation of their objectivity and independence,
• assessment of efficiency of the Company"s internal controls,
• evaluation of the risk management system.

From 27 June 2013 the Committee consists of Victor Blazheev (Chairman), Sergei Mikhailov and Ivan Pictet.

HR and Compensation Committee

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

• HR policies and procedures,
• executive selection policies and standards in order to attract and retain talent of the highest quality,
• director and executive compensation, and compensation of members of the Company"s Audit Commission,
• principal terms and conditions of the contracts signed with the members of the Management Committee and the Company President.

From 27 June 2013 the Committee consists of Mark Mobius (Chairman), Richard Matzke and Sergei Mikhailov.

Shares of members of the Board of Directors and Management Committee in the Company's Charter Capital as at 31 December 2013 (direct ownership)

Members of the Board of Directors Management Committee	and Share in charter capital, %
Совет директоров
V.Yu. Alekperov	2.38
V.V. Blazheev	-
V.I. Grayfer	0.01
I.S. Ivanov	-
R.U. Maganov	0.38
R. Matzke	-
S.A. Mikhailov	0.06
M. Mobius	-
G. Moscato	-
I. Pictet	-
L.A. Fedun	1.51
Management Committee
V.Yu. Alekperov	2.38
V.N. Vorobyov	0.01
S.P. Kukura	0.39
R.U. Maganov	0.38
S.N. Malyukov	0.004
I.A. Maslyaev	0.03
A.K. Matytsyn	0.30
A.A. Moskalenko	0.02
V.I. Nekrasov	0.04
V.S. Subbotin	0.01
G.S. Fedotov	0.005
E.L. Khavkin	0.01
L.N. Khoba	0.35
A.A. Shamsuarov	0.003

The Company is also aware of some of the Board members" indirect interest in its Charter capital:

Full Name of the Board /Management Committee member	Share in charter capital, %
V.Yu. Alekperov	22.23
L.A. Fedun	9.73
R. Matzke	0.0003
G. Moscato	0.00006
I. Pictet	0.007

Information on transactions with OAO "LUKOIL" shares/ADRs performed by Board and Management Committee members and their related parties during 2013

Full Name of the Board	Type of Date of		Number of
/Management Committee	transaction	transaction	shares /ADRs
member
V.Yu. Alekperov	purchase	15.01.2013	50,000
	purchase	24.01.2013	106,000
	purchase	25.01.2013	75,000
	purchase	04.02.2013	10,000
	purchase	06.02.2013	30,000
	purchase	08.02.2013	100,000
	purchase	11.03.2013	1,040,000
	purchase	18.03.2013	30,000
	purchase	21.03.2013	40,000
	purchase	09.04.2013	35,000
	purchase	24.06.2013	30,000
	purchase	27.06.2013	350,000
	purchase	28.06.2013	597,706
	purchase	01.07.2013	208,930
	purchase	02.07.2013	468,312
	purchase	03.07.2013	995,592
	purchase	03.07.2013	315,250
	purchase	04.07.2013	256,570
	purchase	05.07.2013	314,088
	purchase	08.07.2013	358,383
	purchase	09.07.2013	527,239
	purchase	10.07.2013	690,000
	purchase	11.07.2013	961,888
	purchase	12.07.2013	760,795
	purchase	15.07.2013	1,000,000
	purchase	16.07.2013	176,843
	purchase	17.07.2013	52,957
	purchase	17.07.2013	500,000
	purchase	18.07.2013	271,418
	purchase	24.07.2013	1,050,000
	purchase	13.12.2013	50,000
	purchase	13.12.2013	50,000
A. A. Barkov *	purchase	30.01.2013	8,857
	purchase	08.02.2013	17,315
V.N. Vorobyov	purchase	05.02.2013	14,900
	purchase	06.02.2013	7,500
	purchase	07.02.2013	6,554
	purchase	08.02.2013	16,040
S.P. Kukura	purchase	05.02.2013	5,000
	purchase	06.02.2013	4,950
	purchase	06.02.2013	5,000
	purchase	08.02.2013	17,614
R.U. Maganov	purchase	07.02.2013	4,000
	purchase	08.02.2013	21,000
	purchase	21.02.2013	4,000
	purchase	21.02.2013	4,000

	purchase	05.04.2013	4,000
	purchase	05.04.2013	3,000
S.N. Malyukov	purchase	11.03.2013	21,621
I. A. Maslyaev	purchase	19.04.2013	27,504
A.K. Matytsyn	purchase	08.04.2013	26,999
A.A. Moskalenko	purchase	20.02.2013	26,267
V.I. Nekrasov	purchase	20.02.2013	10,000
	purchase	21.02.2013	10,000
	purchase	20.03.2013	5,000
	purchase	08.04.2013	8,100
V.S. Subbotin	purchase	12.03.2013	12,900
	purchase	29.03.2013	13,025
	purchase	29.04.2013	15,930
	purchase	09.09.2013	16,320
G.S. Fedotov	purchase	27.03.2013	26,240
L.A. Fedun	purchase	30.01.2013	30,000
	purchase	31.01.2013	1,875
	purchase	11.03.2013	955,000
	purchase	24.07.2013	950,000
E.L. Khavkin	purchase	24.01.2013	26,129
	sale	10.12.2013	20,000
L.N. Khoba	purchase	05.04.2013	22,054

* Member of the Management Committee till 23.07.2013

Information on funds paid to Board and Management Committee members in 2013

Board of Directors

.

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 approved by decision of the General Shareholders Meeting.

As a rule, along with election of Board members the Annual General Shareholders Meeting of the Company takes a decision on establishing new amounts of remuneration for newly elected Board members or on retaining the amounts of remuneration established by a similar decision of the Annual General Shareholders Meeting earlier, with recommendations of the Human Resources and Compensation Committee of the Board of Directors duly taken into account.

In 2013, the Board members were paid remuneration in the amounts established by decision of the Annual General Shareholders Meeting of 23 June 2011 (Minutes No. 1):

each of the members of the Board of Directors was paid remuneration of 4,700,000 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 1,100,000 roubles;
• to each of the chairs of the committees of the Board of Directors 550,000 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, 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 23 June 2011 (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 27 June 2013, 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.

The Annual General Meeting of Shareholders held on 27 June 2013 deemed it appropriate to retain the amounts of remuneration for members of the Board of Directors of OAO "LUKOIL" established by decision of the Annual General Shareholders Meeting of OAO "LUKOIL" of 23 June 2011 (Minutes No. 1).

Management Committee

In 2013 the members of the Management Committee were paid:

• remuneration in accordance with the contract with the member of the Management Committee* ;

• 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.

* In accordance with the terms of contracts signed 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.

In 2013, the long-term incentive programme in force during 2010-2012 was completed. Its participants received bonus payments in two parts:

а) as annually paid phantom dividends on phantom shares;

в) bonuses determined as the product of the difference in average weighted price of shares at the beginning and the end of the programme, and the number of phantom shares assigned to the employees.

President

Pursuant to the Charter of OAO "LUKOIL", the key terms of the contract with the President are established by the Board of Directors. The key terms of the contract with the President, including the amount of his remuneration, were established at the meeting of the Board of Directors held on 23 June 2011, on the day of the annual General Shareholders Meeting at which V.Yu. Alekperov was appointed as Company President. The terms of the contract with the President were considered in advance by the Human Resources and Compensation Committee of the Board of Directors of OAO "LUKOIL".

In 2013 the President was also paid an one-off bonus in accordance with the Regulations on the System of Payment and Incentives for Management Personnel of OAO "LUKOIL".

The total amounts of the payments made to Board and Management Committee members (including the President) in 2013 are given in the table below.

Management	Paid in 2013 - RUB, thousand
bodies	Remuneration Wages Bonuses Other Total
				payments
Board of	62,205	11,205	34,441	21,581	129,432
Directors
Management	39,706	455,413	2,570,257	111,024	3,176,400
Committee *

*Amounts paid to the Management Committee members include payments made to the President of OAO "LUKOIL"

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

The Board of Directors of OAO "LUKOIL" performed its activity in accordance with the authorities stipulated by the Charter of OAO "LUKOIL" and the Federal Law On Joint Stock Companies. The work of the Board of Directors was structured using the Work Plan of the Board of Directors for 2012–2013 approved by the Board of Directors on 24 July 2012 and the Work Plan of the Board of Directors for 2013–2014 approved by the Board of Directors on 23 July 2013.

The Board of Directors held eight formal meetings and 20 absentee/distance votes in 2013.

	Board of Directors		Strategy and Investment Committee		Audit Committee		HR & Compensation Committee
	N	A	N	A	N	A	N	A
V.I. Grayfer	Ch 8	7
V.Yu. Alekperov	8	8
V.V. Blazheev	8	8			Ch 5	5
I.S. Ivanov	8	7	Ch 3	2
R.U. Maganov	8	5	3	3
R. Matzke	8	8	* 1	1			** 3	3
S.A. Mikhailov	8	8			5	5	5	5
M. Mobius	8	5	3	1			Ch 5	3
G. Moscato	8	8	3	3
I. Pictet	8	7			5	1
L.A.Fedun **	5	4	** 2	1
A.N. Shokhin *	3	2					Ch * 2	2

Information on Participation in Board and Committee Meetings held in Person in 2013¹

* before 27.06.2013

** from 27.06.2013

Ch Chairman

N Number of formal meetings held

A Actual number of formal meetings attended by the Director

¹ With regard to the Board and Committee meetings held in the form of joint attendance before 29 September 2013 and 23 October 2013, respectively, it is only the actual presence at meetings that shall be regarded as participation per se. In line with the amendments to the Regulations on the Board of Directors of OAO "LUKOIL" approved by the Extraordinary General Shareholders Meeting of OAO "LUKOIL" on 30 September 2013, and the amendments to the Regulations on Board Committees approved by decision of the Board of Directors of OAO "LUKOIL" of 24 October 2013, participation in the meetings (held in the form of joint attendance) by telephone or using videoconferencing facilities shall be deemed equivalent to attendance in person.

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, perform strategic, medium-term and annual planning, and summarise operational performance.

As part of this function, the Board of Directors took decisions on the following issues in 2013:

• On the preliminary results of LUKOIL Group operations in 2012 and objectives for 2013 and the near term. On the priority areas of OAO "LUKOIL" operations in 2013;
• On the preliminary results of LUKOIL Group operations in H1 2013 and progress in the execution of the 2013 Budget and Investment Programme of OAO "LUKOIL";
• On the main indicators of the Medium-Term Plan of the LUKOIL Group for 2014– 2016.

In connection with major acquisitions made by the Company in 2013, its investment expenses had to be adjusted to a higher limit. At the meeting on 22 April 2013 the Board of Directors resolved that the investment expenses the LUKOIL Group be raised to USD 20.5 billion and provided the Management Committee with the right to make revisions to the Investment Programme of the LUKOIL Group for 2013 in an amount not exceeding 10% of the investment expenses of the LUKOIL Group approved earlier, provided that such revisions are in accord with the strategic goals and objectives of the Company and are supported by financing.

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. During the reporting year this work was carried out as part of work on the following issues:

• Benchmarking of the Company"s operations in the recent years: implementation of technologies;

• New Trends on world energy markets. LUKOIL Supply and Trading Strategy;

• LITASCO Trading Strategy on international markets;

• Progress report on the retail business of OAO "LUKOIL";

• On the results of benchmarking analysis of LUKOIL refineries performance in 2012 by Solomon Associates (Solomon study).

To better familiarise 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 2013, a meeting was held in Priolo, Sicily (Italy), to consider priority projects of the Oil Refining, Petrochemicals & Gas Processing Block, the investment activity of ISAB, strategic development alternatives of the European market of light petroleum products and ways to ensure the logistics of shipping light petroleum products to European markets. Among other things, the Board noted that the ISAB Road Map was being implemented in accordance with the approved plans. Also, the Board resolved that in order to achieve maximum cost efficiency, most investments in the Oil Refining, Petrochemicals & Gas Processing block should be focused on new conversion projects and projects for the utilisation of associated gas at Russian enterprises.

Corporate governance

One of the central tasks of the Board of Directors is to improve the Company"s corporate governance system.

Therefore, at its first meeting on 27 June 2013 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 re-appointed E.L. Khavkin as Secretary of the Board of Directors. It also established the membership of the Board committees.

On 24 October 2013 the Board made amendments to the Regulations on the Audit Committee, the Regulations on the Strategy and Investment Committee and the Regulations on the HR and Compensation Committee. These amendments were made in connection with the amendments to the Regulations on the Board of Directors of OAO "LUKOIL" approved at the the Company"s Extraordinary General Shareholders Meeting on 30 September 2013 and changes to the Company"s organisational structure.

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 General Shareholders Meetings of the Company are an important area of the Board" activity.

In 2013 the Annual General Shareholders Meeting was held on 27 June in Moscow.

Issues concerning the preparations for the Annual 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.

Based on the nominations put forward by shareholders owning at least two per cent of voting shares, the lists of candidates for election to the Board of Directors and the Audit Commission of the Company were determined through absentee voting on 4 February 2013.

On 22 April 2013, the Board of Directors took decisions on issues concerning the preparations for the Annual General Shareholders Meeting. These issues included: determining the date for compiling the list of persons entitled to take part in the Meeting, approval of the agenda of the Annual Meeting, the text and form of the voting ballots, recommendations for the Meeting on taking decisions on the Meeting"s agenda items, and other organisational issues connected with the preparations for and holding of the Meeting.

At the meeting on 24 May 2013 the Board of Directors tentatively approved the Annual Report of OAO "LUKOIL" for 2012 for submission to the Annual General Shareholders Meeting.

The Board of Directors of the Company approved the Corporate Governance Report of OAO "LUKOIL" for 2012 at this same meeting. As part of the performance of the Company"s obligations related to its listing on the London Stock Exchange, the Report was prepared for subsequent disclosure in accordance with the Disclosure and Transparency Rules of the UK Financial Conduct Authority.

On 30 September 2013 OAO "LUKOIL" held an Extraordinary General Shareholders Meeting at which the amount of interim dividends for the first six months of the 2013 financial year was approved, together with amendments to the Charter of OAO "LUKOIL" and Amendments to the Regulations on the Board of Directors of OAO "LUKOIL". In this regard, on 8 August 2013 the Board of Directors considered the following items: the date of preparation of the list of persons entitled to take part in the Meeting, approval of the Extraordinary Meeting's agenda, the form and text of ballots, draft resolutions on the Meeting's agenda items and other organizational matters.

According to the Regulations on performance evaluation of the Board of Directors of Open Joint Stock Company "Oil company "LUKOIL", a survey was conducted of the members of the Board of Directors, who assessed the work of the Board of Directors and Board committees in 2012-2013.

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. The Board of Directors summed up the results of the survey on 24 May 2013. With due regard to the Board"s and committees" performance reports and their performance

evaluation results for 2012-2013, the Board of Directors gave an overall positive evaluation of its performance in the reporting period. To improve efficiency, the Board of Directors decided to redouble its attention to such aspects as interaction with Company shareholders, monitoring of the innovation process and evaluation of the performance of the Company"s executive bodies.

On 14 May 2014, the Board approved its 2013-2014 Performance Report and summed up the 2013-2014 performance evaluation results, giving a positive evaluation of the Board"s performance.

Most of the issues brought before the Board of Directors for consideration are studied and thoroughly reviewed in advance by the relevant Board committee, which makes the decisionmaking process of the Board of Directors of the Company much easier. The most important issues for forming the Company"s corporate strategy are worked through in detail in advance. The committees' meetings are held in the format of an open discussion. Committee members are proactive, explore the issues discussed in every detail and prepare thorough recommendations to the Board of Directors on specific decisions.

The competence of the Board of Directors includes the formation of the Company"s collegial executive body (the Management Committee) and the early termination of the powers of its members.

In this regard, the Board of Directors established the 14-member Management Committee of OAO "LUKOIL" at the meeting on 23 July 2013, and determined the principal terms and conditions of the contracts to be concluded with them.

In 2013 it was twice that the Board of Directors took decisions on early termination of the powers of members of the Management Committee of OAO "LUKOIL", i.e. V.V. Mulyak on 26 February 2013 in connection with change in employment, and L.A. Fedun on 24 May 2013, in order to comply with the second paragraph of article 66 (2) of the Federal Law On Joint Stock Companies.

Internal control, internal audit and risk management systems are significant elements of the corporate governance system, which play a key role in ensuring the effective management of the Company. The results of internal control and audit activity are a source of objective information on the activity of the joint stock company for its board of directors and management bodies. Further improvement of the system of internal control and internal audit remained front and centre for the Board of Directors of OAO "LUKOIL" in 2013. Specifically, the Board of Directors of OAO "LUKOIL" approved the following by-laws:

• Methodology for the Post-Audit of Investment Projects (for the Exploration and Production business segment);

• Rules of Procedure for Internal Audit Advisory Services at OAO "LUKOIL";

• Amendments to the Regulations on Internal Control and Internal Audit at OAO "LUKOIL";

• Internal Control Procedures;

• Regulations on Risk Management at OAO "LUKOIL".

On 24 May 2013 the Board of Directors heard the Report of the Head of the Internal Control and Audit Service of the Company on the functioning of the systems of internal control and internal audit at LUKOIL Group organisations and recognised that internal audit activity at OAO "LUKOIL" is carried out with due account for the International Standards for the Professional Practice of Internal Auditing developed by The Institute of Internal Auditors Inc., USA.

As part of its duty to approve the Company"s internal documents, adoption of which has been assigned to its competence, on 26 February 2013 the Board of Directors approved the Regulations on the System of Payment and Incentives for Management Personnel of OAO "LUKOIL" and in November, amendments thereto. The Board of Directors also approved the Regulations on long-term incentives for employees of OAO "LUKOIL" and its subsidiaries in 2013–2017.

The Company Charter and the Federal Law On Joint Stock Companies assign the preliminary approval of transactions to the competence of the Board of Directors of the Company. In the reporting period the Board of Directors approved interested-party transactions and related transactions approved in accordance with point 9.7.18 of the Company Charter (approval of a transaction or several related transactions involving the acquisition, disposal or possible disposal of property, the value of which constitutes from 10 to 25 per cent of the book value of the Company"s assets).

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

In October 2013 the Board of Directors approved amendments to the decision on the placement of exchange-traded bearer bonds adopted on 30 October 2008.

OAO "LUKOIL": Priority areas of activity

Pursuant to the Strategic Development Programme of the LUKOIL Group for 2012–2021 and the medium-term plans for 2014-2016, the Company"s activity in 2014 will be focused on increasing market capitalisation, maintaining a competitive return on capital employed, growth in free cash flow, and improving shareholder return. These goals must be ensured by a sustainable growth of operating and economic efficiency and observance of the timelines of key investment projects.

The Board of Directors set the following priority areas for OAO "LUKOIL" in 2014 and the near term, namely:

• expansion of the Company"s resource base, and its commodity and regional diversification;

• strengthening of competitive principles and increasing the role of tender procedures, improving the organisation of production when contracting out principal work and services on construction, infrastructure, and supplies of material and technical resources, with the aim of reducing suboptimal and uncompetitive operating, investment and time costs, on the basis of the best domestic and international experience;

• support for the Company"s operations on the basis of strict investment discipline, growth in energy efficiency and labour productivity, and compliance with high standards for environmental protection and industrial safety.

In the Exploration and Production business segment the targets for 2014 and the near term were set as follows:

• carrying out plans for exploration work in Iraq, West Africa, Romania, Baltic Sea, Komi Republic, Samara Oblast and Northern Caspian with the aim of replacing the production of hydrocarbons with industrial categories of reserves;

• maintaining and growing production volumes in traditional areas of operations;

• start of commercial production of hydrocarbons at the West Qurna-2 field in Iraq during the first half of 2014;

• execution of the Kandym Early Gas and Full-Scale Development of Gissar (in Uzbekistan) projects;

• execution of timetables for production and development at the fields in the Northern Caspian, Bolshekhetskaya depression, Imilorsky-Istochny licence area and the V.Vinogradov field in Western Siberia, Denisovsky and Yarega license areas in the Timan-Pechora province, and fields in Samara Oblast;

• performance of measures to improve the use of associated petroleum gas by LUKOIL Group"s Russian producing companies;

• performance of pilot commercial work on starting development of untapped reserves at the Nenets Autonomous Okrug deposits;

• implementation of new highly efficient technologies to bring hard-to-recover reserves under development and for enhanced oil recovery;

• development of a strategic partnership with TOTAL Е&P ACTIVITES PETROLIERES for the joint exploration and development of plots on the territory of KhMAO-Yugra, containing hard-to-recover hydrocarbons (the Bazhenov formation).

In the Refining and Distribution business segment the Company"s priorities are:

• improvement of efficiency and growth in profitability of the business, optimal management of the process of allocating streams of oil and petroleum products for export and for the domestic market, in order to achieve the best results for the LUKOIL Group;

• reduction in expenses, including by continuing to optimise the number of personnel and outsource part of the service function;

• performance of measures within the framework of the road map of the ISAB plant and integration of the enterprise"s business processes into the corporate management system;

• timely implementation of projects aimed at increasing the depth of oil refining, upgrading of refining capacities to reduce the output of fuel oil;

• performance of overhaul of refineries in full, by the established deadlines and under budget;

• development of marketing and distribution assets that outstrips our main competitors;

• ensuring a positive trend in volumes of retail sales, with a simultaneous increase in the profitability of the operations of foreign marketing companies;

• increase in the volumes and expansion of the geography of sales of branded automobile fuels;

• implementation of the Plan of measures to implement the concept "Client-Oriented Filling Station" and the "LUKOIL Client Incentive Programme" at the Company"s marketing and distribution companies.

• completion of the road map for developing the Oil Product Supply Abroad business sector for the years 2012-2014;

• further optimisation of measures to divest low-efficiency and unused facilities for marketing activities;

• continuation of work to transfer foreign marketing and distribution assets to dealership management (CODO) in accordance with the Stage-by-Stage scenario for developing the Oil Product Supply Abroad business sector for the years 2012-2014;

• performance of obligations under the capacity supply agreement – construction of the 135 MW thermal power station (TES-135) of OOO Stavrolen in Budennovsk;

• improvement of the efficiency of production and business activity of the enterprises of the Power Generation business sector;

• implementation of the measures of the 2014 Energy-Saving Programme of LUKOIL Group organisations.

Dividends

OAO "LUKOIL" is based 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,	Accrued, RUB, million	Paid*, RUB, million	Share of net profits of OAO "LUKOIL" used
	RUB			for dividend payments,
				%
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	75.00	63,792	63,709	26
for nine	40.00	34,023	33,961	-
months of
2012
for 2012	50.00	42,528	42,448	23
for H1	50.00	42,528	42,469	-
2013
for 2013	On 24 April 2014 the Board of Directors of OAO "LUKOIL" recommended that the Annual
	General Shareholders Meeting to be held on 26 June 2014 pay dividends based on the results
	for the 2013 financial year in an amount of 60 roubles per ordinary share (excluding the
interim dividends of 50 roubles per ordinary share paid for the first six months of 2013).

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

During 2013 Russian exchange indices suffered from instability on commodity markets and traded with very narrow spreads against a considerable outflow of capital from developing towards developed markets.

From the beginning of the year the MICEX index growth equaled 2.0%. The Company"s shares followed the common trend, with their year end growth at MICEX being 2.0%.

Based on MICEX trading results, the share price as at the end of 2013 equalled RUB 2,039.7 per share. The minimal value of one Company share in 2013 was RUB 1,788.3 (as at 24 June 2013), and the maximum value was RUB 2,136.5 (as at 15 October 2013).

The depositary receipts underlying the shares of OAO "LUKOIL" were also traded on the overthe-counter market in the USA and on the London, Frankfurt, Munich, Stuttgart and other exchanges. At year end 2013 the total number of the depositary receipts underlying the shares of OAO "LUKOIL" was equivalent to 63 % of the Company"s charter capital.

In 2013, LUKOIL International Finance B.V., a LUKOIL Group company, issued bonds worth USD 3 billion against a guarantee of OAO "LUKOIL". The bonds were issued in two tranches of USD 1.5 billion with a five-year maturity at 3.416% and a ten-year maturity at 4.563%.

In December 2013 the Company performed the scheduled redemption of non-convertible documentary interest bearing bearer bonds series 04 with mandatory central custody worth a total of USD 6 billion, issued in December 2006.

Change in the share capital structure of OAO "LUKOIL" in 2013

Key shareholders in OAO "LUKOIL"2 (> 1% ordinary registered shares)
	Number of shares as at 1 Jan 2014	% of total number of shares as at 1 Jan 2014	Number of shares as at 1 Jan 2013	% of total number of shares as at 1 Jan 2013
ING Bank (Eurasia) ZAO	-	-	660,806,057	77.69
NKO ZAO Natsionalny raschetny depositari [National Settlement Depository]	782,840,738	92.04	100,379,820	11.80
SDK Garant	24,658,539	2.90	33,631,918	3.95
OJSC BANK URALSIB	12,575,629	1.44	12,236,097	1.44
J.P. Morgan Bank International (LLC)	-	-	12,093,704	1.42

² Nominee shareholders

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

Economic risks
Description of risk	Risk management
Change in economic factors, such as:	The Company uses a scenario approach to
a fall in global prices for hydrocarbons, a fall in the profit	forecast economic indicators, enabling it to
margin on oil refining, changes in the MET on oil and	perform a comprehensive analysis of the
gas, the rates of export duties on oil and petroleum	impact of economic risks on the LUKOIL
products, excise duties, the debt problems of certain	Group"s operations.
members of the EU, the worsening of the budget crisis in	This approach makes it possible to identify
the USA, the slowing of the economic growth rates of	the assets and investment projects that are
emerging countries, the fluctuation of currency exchange	most sensitive to a change in economic
rates, inflationary processes, and an increase in the tax	indicators and to take the necessary
burden could have an adverse effect on the Company"s	management decisions, including those aimed
financial results and its ability to implement planned	at optimising the Company"s portfolio of
capital expenditure programmes.	investment projects.
Country risks
Description of risk	Risk management
Most of the Company"s assets are located in the Russian	The Company is striving to diversify its
Federation, where political risks are assessed as	operations and, together with operations in
However, OAO "LUKOIL" moderate. also operates in	instable areas, is also implementing projects
a number of other countries with a high level of political	in European countries and the USA, where
and economic risks, the realisation of which could	the country and political risks are assessed as
substantially complicate the Company"s operations in a	minimal.
specific region, or even lead to its termination. (In
particular, the Company is performing a number of
projects in countries such as Iraq, Venezuela, Cote
d"Ivoire, Ghana and Egypt which are assessed as having
high political risks, and in which the Company"s assets
and personnel are exposed to the threat of terrorism).
Industry risks
Risks related to access to new sources of raw materials
Description of risk	Risk management
Competition with major Russian and transnational	This risk is taken into account when drafting
companies for access to new sources of raw materials	the Company"s development strategy, an
may lead in future to a situation where the Company will	important element of which is securing
be unable to obtain access to new, more promising oil	sustainable growth through the participation
and gas fields. This risk could lead to a reduction in the	in strategic alliances, abandonment of low
OAO "LUKOIL""s proven reserves and, consequently,	profit projects and assets and expansion into
OAO to a fall in the Company"s capitalisation.	new markets.
"LUKOIL" competes with both Russian and leading
world oil and gas companies in the exploration and
production segment.
Logistics risks
Description of risk	Risk management
When transporting its products, the Company depends on	The Company strives to establish partnership
the transportation facilities of state-owned monopolies	relations with state-owned monopolies and

such as: OAO AK Transneft, OAO AK Transnefteprodukt, OAO Russian Railways, and OAO Gazprom (for transporting the Company"s natural gas production). The Company"s dependence on state-owned monopolies in this area may have very serious negative consequences, for example: losses as a result of breakdowns, leakage or other disruptions of the work of the pipeline system or railways; 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 growth in operating costs as a result of a sharp rise in state-regulated transportation tariffs.	the authorities, to conclude long-term contracts with consumers, and to maintain an optimum share of the petroleum product sales market based on the Group"s goals and objectives. Over the past period, product supply agreements were concluded with companies such as OAO Gazprom, Sibur, GAZ Group, and Sovkomflot. Partnership agreements were also concluded with companies such as Rosneft, Rosatom, Siemens AG and Enel. In addition, the Company plans to expand its refining capacity in the area of chemical utilisation of natural gas, which will facilitate a reduction in logistics and competition risks. In particular, the construction of a gas refining complex in Budyonnovsk.
Risks on the petroleum products market Description of risk	Risk management
The market environment and competition on oil refining markets holds the following risks for the Company: risks of a decrease in sales volumes and partial idling of production capacities; reduced margins on oil refining; decrease in the retail margin; toughening of environmental regulation and standards, tightening of product quality requirements. These risks may lead to lost revenues or higher costs for the Company, which may ultimately have a negative impact on the amount of cash flows in this business segment.	The Company strives to establish partnership relations with state-owned monopolies and the authorities, to conclude long-term contracts with consumers, and to maintain an optimum share of the petroleum product sales market based on the Group"s goals and objectives.
Risks on the market for natural gas and associated petroleum gas
Description of risk An important risk factor in the Russian gas production	Risk management The Company will take all possible measures
segment is the monopoly position of OAO Gazprom as the largest buyer of the natural gas extracted by independent oil companies and the stripped gas that is a by-product of the refining of associated petroleum gas. The main risks for the Company in this segment may include: 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 monopoly-driven low purchase prices for natural and associated petroleum gas from independent producers.	to reduce risks in this area; among other things, it seeks to establish partnership relations with state-owned monopolies, to conclude long-term contracts with consumers, and to maintain an optimal share on petroleum product sales markets with due account for the LUKOIL Group"s goals and objectives.

Financial risks
Price risks
Description of risk Fluctuations in the prices for hydrocarbons could have a significant impact on the Company"s financial indicators OAO "LUKOIL" and value. does not exclude the possibility of increased volatility of exchange prices for energy resources in the near term, due to the unstable balance of supply and demand on the global market, the complex political situation in the Middle East, the uncertain economic prospects of the Eurozone countries, and the effect of other economic factors.	Risk management OAO "LUKOIL" constantly monitors the situation on the oil and petroleum product markets to obtain a comprehensive picture of the state of the markets and to ensure reliable data for forecasting market trends. Key ways of reducing the level of short-term price risks are: management of the transaction table (including the re-orientation of the flow of oil and petroleum product sales from areas of less effectiveness to areas of greater effectiveness), use of effective price formulations in sales contracts and the refusal, where possible, to use fixed prices in contracts.
Inflation risks
Description of risk	Risk management
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.	OAO "LUKOIL" focuses its main attention on containing cost growth, and on assessing this risk when developing investment projects and making investment decisions.
Interest-rate risks
Description of risk	Risk management

Liquidity risks
Description of risk	Risk management
The amount of OAO "LUKOIL""s cash flows is subject to the following risk factors: sharp fluctuations in prices for energy resources; change in demand for energy resources; the amount of taxes, duties and customs payments; the Company"s credit ratings; cost growth. Another risk associated with a reduction in cash	The LUKOIL Group manages liquidity on a centralised basis. The Group has implemented and efficiently operates the LUKOIL Group global liquidity management system, which includes an automated system for concentrating and reallocating cash, corporate dealing, and sliding cash flow forecasts. Liquidity indicators are constantly monitored. OAO "LUKOIL" currently has an investment rating from all three international

Currency risks

Description of risk	Risk management
As it operates in many countries, the Company is	As part of the centralised approach to the
exposed to risks of unfavourable changes in currency	LUKOIL Group"s management of the
exchange rates in the short and medium term. The	treasury operations and liquidity, the risks
exchange rate of the Russian rouble to the US dollar has	associated with an unfavourable change in
the greatest effect on operating performance, since the	currency exchange rates are generally
Company"s export revenues are denominated in dollars,	accounted on a consolidated basis at the level
while the bulk of its costs are incurred in Russia in	of the corporate centre. In a number of cases,
roubles.	currency risks on trading floors are minimised
	through transactions with derivatives,
	performed as part of corporate dealing. In
	addition, to reduce currency risks, loans are
	issued to LUKOIL Group organisations in
	local currencies as part of intragroup
	financing.

Credit risks
Description of risk	Risk management
The Company"s most significant credit risks are: risks that counterparties will not discharge their obligations to pay for the goods delivered; risks associated with the operations of counterparty banks and a possible fall in their financial stability.	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 a number of cases, and uses instruments to limit credit risk concentration on any one counterparty. The Company performs centralised treasury operations, including transactions to raise and place cash funds, forex transactions and transactions with derivatives, constantly monitors the credit rating of counterparty banks, and orients itself to working with first tier banks that have a strong credit rating.

Legal risks
Tax risks
Description of risk	Risk management
In accordance with the legislation on taxes and duties, in	In order to reduce the risk that the tax
November 2013 the Company first provided to the tax	authorities will challenge the methods used to
authorities Notification on Controlled Transactions	determine that prices are at an arm"s length
performed in 2012. In view of the large amount of	level, the Company has engaged external
ambiguities and uncertainties in section V.1 of the Tax	consultants – international consulting

Code of the Russian Federation, and also the lack of law enforcement practice on this issue, there are risks as regards: the likelihood that the Federal Tax Service of Russia will dispute the methods used by the Company to determine prices for tax purposes; the procedure for conducting a special review of prices, including the composition and depth of documents and information that may be requested. These factors show that there is a probability that claims will be made, which in turn may lead to the assessment of additional income tax on incomes (expenses) arising in connection with the performance of controlled transactions.	companies experienced in applying transfer pricing legislation in global practice; the Corporation Information System "Controlled Transaction Register" has been put into full scale operation; work is underway to conclude an Agreement on transaction pricing for 2013 with the Federal Tax Service of Russia.
Risks in the area of currency/export regulation
Description of risk The Company participates in foreign-trade relations, part	Risk management The Company constantly monitors changes to
and liabilities of OAO "LUKOIL" of the assets are denominated in foreign currency, and accordingly changes in currency/export regulation may affect the Company"s operations. Despite the fact that in recent years government policy liberalising currency legislation, OAO has been aimed at "LUKOIL" does not exclude the possibility that legislation in the area of currency/export regulation may be tightened under conditions of a global economic crisis.	the effective legislation of the Russian Federation, systematically analyses and evaluates legislative initiatives, and takes them into account in its operations, which allows us to minimise the risks associated with possible changes to legislation.
Risks in the area of customs regulation
Description of risk	Risk management
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 Russia, State Duma of the Russian Federation) are periodically asked to consider changing the procedure for calculating export duties on oil and petroleum products. In addition, in connection with Federal Law No. 213-FZ of 23 July 2013 On Amending Chapters 25 and 26 of Part Two of the Tax Code of the Russian Federation and Article 3.1 of the Law of the Russian Federation "On the Customs Tariff", an amendment was made that expanded the list of situations in which the Government of the Russian Federation has the right to establish special formulae for calculating export customs duty rates on crude oil.	The Company constantly monitors changes to the effective legislation of the Russian Federation and takes them into account in its operations, which allows us to minimise the risks associated with these changes.
However, the planned concessions on oil and petroleum products, including on oil produced at offshore oil fields and tight oil may have a positive impact on the Company"s operations.

Risks related to changes in Russian corporate and securities legislation
Description of risk	Risk management
Possible changes in the field of Russian legislation on corporations and on the securities market, including concerning the structure and authorities of management bodies, may require changes to the structure and management procedures of the Company, which may adversely affect the Company"s decision-making processes and operating results.	The Company constantly monitors changes to the legislation in this field and participates in preliminary discussion by the professional community of proposed amendments in order to react promptly to these risks.
Risks associated with the circulation of the Company"s securities
Description of risk	Risk management
The Company"s securities circulate on regulated markets in Russia and abroad. Changes in requirements on issuers by securities and exchange regulators, as well as changes in the listing structure, may require that the Company change its corporate governance procedures and accept additional obligations on information disclosure and relations with shareholders and investors. If the Company is unable to promptly ensure compliance with these requirements and performance of the mandatory obligations, this could lead to the transfer of the Company"s securities to lower listing segments, including delisting, which would have an adverse impact on the liquidity and value of these securities.	The Company monitors changes to the listing rules of the stock exchanges and other requirements of stock exchanges and regulatory bodies on issuers whose securities are listed for circulation. Company representatives take part in working meetings and other events for issuers held by stock exchanges and other organisations providing consulting and educational services for issuers of securities circulating on regulated markets. The Company also strives to implement global best practices in the field of corporate governance and relations with shareholders.

Geological risks
Risks of exploratory drilling/discovery of new deposits
Description of risk	Risk management
There is the risk in the Company"s operations that when carrying out new projects and exploratory drilling we will not discover commercially productive oil and gas reserves and/or the reserves discovered will be smaller than initially planned. In connection with this, the Company may be forced to incur additional expenses or terminate work on a number of license blocks.	OAO "LUKOIL" takes measures to manage this risk at a level sufficient to promptly respond to the risk, specifically: additional surveying and exploration work, processing of survey materials and improved methods of field 3D surveying.
Risks associated with subsoil use and licensing
Description of risk	Risk management
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 are: the risk of a refusal to provide subsoil usage rights to the legal entity that discovers a deposit of federal significance or a deposit on a subsoil plot of federal significance; the risk of a refusal to accept application documents to participate in tenders/auctions	The Company constantly monitors changes in legislation in the areas of subsoil use and licensing and makes proposals to update the existing legislative framework. In order to promptly make decisions on the participation of LUKOIL Group organisations in tenders/competitive bidding for subsoil usage rights, the oil and gas production division creates a list of Items of the unassigned subsoil stock that are of interest to

from subsoil users that are LUKOIL Group organisations; the risk of an extended approval process for design and budgeting documentation for the construction of exploratory wells; the risk that conditions will arise that make it impossible or substantially more difficult to meet the terms of licensing agreements.	the Company. Standing working groups have been established to prepare bids for tenders/competitive bidding and applications for re-registering licenses. In addition, the Company has the Nedropolzovanie [Subsoil Use] information system, which monitors the current state of subsoil use, creates reports and performs analysis. 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 make timely decisions related to subsoil usage.
Environmental risks and industrial safety risks
Description of risk	Risk management
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,	In order to mitigate this risk, the Company has created and put in place an industrial safety system, which involves constant monitoring of the state of production facilities

during the development of offshore oil-and-gas deposits. The Company"s operations are also subject to the risk of accidents involving tankers carrying the oil of LUKOIL Group organisations or carrying out freight operations from the Company"s oil terminals. The reasons for this risk may be the unsatisfactory

environmental damage, fires, and accidents, including

technical conditions of tankers and terminal infrastructure, and also the impact of the human factor when carrying out freight operations at the Company"s oil terminals.

and the performance of preventative 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.

Since 2006, the Company has had vetting control in place, which reduces the likelihood of tanker risks to a minimum.

Construction risks
Description of risk	Risk management
When implementing investment projects, the Company encounters the risk that production facilities will not be put into operation on schedule. Key factors affecting this risk include: planning errors, contractor actions, and risks arising from the state of infrastructure.	OAO "LUKOIL" pays the utmost attention to managing this risk by careful advance 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).
Risk of a shortage of qualified staff
Description of risk	Risk management
Foreign companies are starting to turn their attention to the Russian labour market, due to the growing world shortage of specialists and universal aging of oil and gas industry workers. This increases the risk of greater demand and higher salaries for such specialists in Russia.	With the aim of reducing the adverse impact of this risk, OAO "LUKOIL" focuses attention on comprehensive development of the potential of its human resources. The Company has created and is constantly

Possible consequences may include higher salary costs or	updating its candidates" pool of the most
the need to modernise facilities with the aim of reducing	experienced and promising employees, and
the number of service personnel, which may adversely	devotes significant attention to recruiting
affect the Company's financial performance.	young specialists and graduates of leading
	universities.

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 4.8 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 5.6 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	Points 2.7-2.9 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 general shareholders meeting will consider issues of the	Partial compliance	See note to item 5

^* For the purposes of this table, hereinafter "the company"

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
	election of members of the Board of Directors, the General Director, members of the Management Committee, members of the Audit Commission, and also the issue of the approval of the Auditor of the Company.
7.	The internal documents of the company contain the procedure for registering participants in the general shareholders meeting.	Compliance	Points 9.1-9.2 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 specialized 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 said 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 27 June 2013 (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	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, for personal or third parties" 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, which members of the Board of Directors are obligated to disclose by effective legislation, the Company Charter and the Code of Corporate Governance approved by the Government of the Russian Federation on 28 November 2001: in respect of the presence/absence of interest in transactions to be performed by the Company, when the relevant decisions

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
			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" The Audit Committee of the Board of Directors of OAO "LUKOIL" is 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"

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
	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". The Human Resources and Compensation Committee of the Board of Directors of OAO "LUKOIL" is 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 specialized 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".
	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	Compliance	The Regulations on the Human Resources and Compensation Committee of the

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
	operation of board committees.		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	Subpoint 7.1.1.4 of point 7.1. of point 10.4 of the Charter of OAO "LUKOIL" Regulations on the Management Committee of OAO "LUKOIL"
	40. The company"s charter or internal statutes contain a provision mandating that the management committee must approve transactions on real estate or the receipt of a loan by the company, if the given transactions do not constitute major transactions or their performance is not part of the normal course of business of the company.	Compliance	Approval of transactions (or several related transactions) that involve the acquisition, disposal or the possibility of disposal of property the value of which is between 10 percent and 25 percent of the book value of the Company"s assets, except transactions performed in the normal course of the Company"s business, is assigned to the competence of the Board of Directors by point 9.7.18 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 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 02 December 2012 (Minutes No.24) provided the Management Committee of OAO "LUKOIL" with the right to make

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
			other revisions to the Investment Programme of the LUKOIL Group for 2013, 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 02 December 2013 (Minutes No.26) granted the Management Committee the right to revise the Investment Programme of the LUKOIL Group for 2014, in an amount not exceeding 10% of the investment expenses of the LUKOIL Group being approved thereby, provided that these revisions are in accord with the strategic goals and objectives of the Company and are supported by financing. Should such revisions exceed the level thus approved, they must be coordinated with the Strategy and Investment Committee of the Board of Directors of OAO "LUKOIL".
	42. The executive bodies of the company do not include any person who is a participant, General Director (manager), member of management bodies, or employee of a legal entity that competes with the company.	Compliance	The executive bodies of OAO "LUKOIL" do not contain anyone who is a participant, General Director (manager), member of management bodies, or employee of a legal entity that competes with OAO "LUKOIL".
	43. The executive bodies of the company do not contain persons who have been found guilty of crimes in the area of business activity or crimes against the state authorities, the interests of state service or service in local government, or who have been subjected to administrative penalties for offences in the area of business activity or in the area of finance, taxes and duties, or the securities market. If the functions of the individual executive body are performed by a management organisation or a manager, the general director and members of the management committee of the management organisation or the manager meet the requirements made on general director or members of the management committee of the company.	Compliance	The Company has no information to the effect that any person on the Management Committee has been found guilty of crimes in the area of business activity or crimes against the state authorities, the interests of state service or service in local government, or who has been subjected to administrative penalties for offences in the area of business activity or in the area of finance, taxes and duties, or the securities market.
	44. The company"s charter or internal documents prohibit the management organisation (manager) from performing similar functions in a competing company, and also from having a property relationship with the company, other than providing services as a management organisation (manager).	Non compliance	The Charter and internal documents do not foresee the possibility of transferring functions to a management organisation (manager).
	45. The company"s internal statutes specify that the executive bodies must refrain from actions that will or potentially could lead to a conflict between their interests and the interests of the company, and the obligation, in the event of the appearance of such conflict, to inform the Board of Directors of this.	Compliance	Pursuant to point 11.1 of the Charter of OAO "LUKOIL", in exercising their rights and performing their duties, Company officials shall act in the interests of the Company, and exercise their rights and perform their duties in

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
			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, not to divulge information that becomes known to them in connection with the performance of their duties as a member of the Management Committee, and to disclose information in accordance with the procedure established at the Company. These contracts also stipulate that members of the Management Committee are liable for losses caused to the Company as a result of their culpable actions (inaction) as members of the collective executive body of the Company. In accordance with the contract with the President of OAO "LUKOIL", the President is obligated to ensure the integrity of information that constitutes a state or commercial secret and other secrets protected by law. Point 11.2 of the Charter stipulates that officials of the Company are liable to the Company for losses caused to the Company by their culpable actions (inaction), unless other grounds and amounts of liability are established by federal laws.
	Company secretary
	49. The company has a designated official (i.e. the company secretary) who is responsible for ensuring the company"s bodies and officials comply with procedural requirements guaranteeing the observance of the rights and legal interests of company shareholders.	Compliance	By decision of the Board of Directors of OAO "LUKOIL" the duties of the corporate secretary were assigned to the Secretary of the Board of Directors.

№	Provision of the Corporate Governance Code	Compliance/ non	Note
		compliance	"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. Pursuant to point 3.1.9 of the Regulations on the Strategy and Investment Committee of the Open Joint Stock Company "Oil company "LUKOIL", it is the competence of the Strategy and Investment Committee to prepare recommendations to the Company"s Board of Directors on major transactions, the subject of which is the property, the value of which amounts to 25-50 percent of the book value of the Company"s assets determined based on the latest financial statements. 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 no transactions that is recognised as a major transaction in accordance with the Federal Law On Joint Stock Companies.
	53. Mandatory hiring of an independent appraiser to assess the market value of property that is the subject of a major	Compliance	Point 5.2.2 of the Regulations on the Organisation of Valuations in the

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
	transaction.		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" stipulates 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 5.7 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. 62. The company"s internal statutes contain requirements on	Compliance 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. Regulations on the activity of the
	the disclosure of information on transactions with parties		structural divisions of OAO "LUKOIL"

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
	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		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", Internal control procedures
66. The company has a special division responsible for ensuring compliance with internal control procedures (the control and audit service).	Compliance	There is a Control And Internal Audit Service in place at OAO "LUKOIL" that is subordinate to the Vice-President for Control and Internal Audit.
67. The company"s internal statutes contain requirements that the board of directors determine the structure and composition of the company"s control and audit service.	Non compliance	The authorities of the Audit Committee of the Board of Directors of OAO "LUKOIL" include evaluation of the efficiency of internal control procedures at the Company and preparation of proposals for their improvement, and also analysis of the effectiveness of the Control and Internal Audit Service, in order to report to the Company"s Board of Directors on the financial and business operations of the Company.
68. The control and audit service does not contain persons who have been found guilty of crimes in the area of business activity or crimes against the state authorities, the interests of state service or service in local government, or who have been subjected to administrative penalties for offences in the area of business activity or in the area of finance, taxes and duties, or the securities market.	Compliance	The Company has no information to the effect that any person who is an employee of the Control And Internal Audit Service 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

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
			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	The Control And Internal Audit Service is currently headed by the Vice-President for Control and Internal Audit, who is a member of the Management Committee of OAO "LUKOIL".
	70. The company"s internal statutes specify a deadline for submitting documents and materials to the control and audit service to assess financial and business operations, and also the liability of company officials and employees for the late submission of such documents and materials	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 3.5.5.2 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 2013 Investment Programme has been granted to the Management Committee of OAO "LUKOIL" provided specific restrictions 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 3.1.6 of the Regulations on the Audit Committee of the Board of Directors of OAO "LUKOIL".
	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". The conditions under which dividends are not paid or are not paid in full on preferred share are not present as the charter capital of OAO "LUKOIL" consists solely of ordinary shares.

№	Provision of the Corporate Governance Code	Compliance/ non compliance	Note
	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 2013 that are recognised as major transactions in accordance with the Federal Law On Joint Stock Companies

In 2013 OAO "LUKOIL" did not perform any transactions that are recognised as major transactions in accordance with the Federal Law On Joint Stock Companies.

The Charter of Open Joint Stock Company "Oil company "LUKOIL" does not prescribe approval of other transactions covered by the approval procedure for major transactions.

List of transactions carried out by OAO "LUKOIL" in 2013 that are recognised as interested-party transactions in accordance with the Federal Law On Joint Stock Companies

Interested-party transaction of OAO "LUKOIL" approved by the Annual General Shareholders Meeting of OAO "LUKOIL" of 27 June 2013 and concluded in 2013
--------------------------------------------------------------------------------------------------------------------------------------------------------	--

1. Number of the transaction approved by the Annual	1
General Shareholders Meeting of OAO "LUKOIL"
2. Price	Up to RUB 220,500 – premium for coverage A; up to RUB 13,954,500 – premium for coverage B.
3. Names of parties	OAO Kapital Insurance (Insurer)
	OAO "LUKOIL" (Policyholder)
4. Names of beneficiaries	Under coverage A – the President, members of the Board of Directors, members of the Management Committee of OAO "LUKOIL", pursuant to the list given in the appendix to the policy, and also any individual who occupied the aforementioned positions at OAO "LUKOIL" in the past or will occupy them in the future. Under coverage B – OAO "LUKOIL".
5. Name of transaction	Policy (contract) on insuring the liability of directors, officers and corporations.
6. Subject of the transaction	The Insurer undertakes, for the payment stipulated in the policy (insurance premium) and when the event stipulated in the policy occurs (an insured event), to cover the damage caused by this event (to pay insurance compensation) to the Policyholder (the Insured) within the limits of the insurance coverage (the liability limit) set by the policy. Coverage A "Insurance of Directors and Officers" insures the losses of each and every Director and Officer of OAO "LUKOIL" arising from claims initially filed against these persons during the insurance period (effective term of the policy) or the discovery period (a 30-day period beginning on the expiration of the insurance period, if the Contract is not renewed), for any real or alleged improper actions during their performance of the relevant functions as Directors and Officers of OAO "LUKOIL". Coverage B "Insurance of Corporate Liability" insures the losses of OAO "LUKOIL" arising from claims on compensation of losses on securities of OAO "LUKOIL" initially filed against OAO "LUKOIL" and/or claims initially filed against the Directors or Officers, where OAO "LUKOIL" is obligated and may compensate the Director or Officer for expenses incurred thereby as a result of the compensation of losses under the claims filed.

7. Grounds for status as an interested party	The persons performing the functions of the President, members of the Board of Directors and Management Committee of OAO "LUKOIL" are simultaneously beneficiaries under the transaction.
8. Other material terms of the transaction	The policy is effective from 19 July 2013 through 18 July 2014.
	The premium under coverage A applies in equal measure to each of the Directors and Officers indicated in the list given in the
	appendix to the policy.
	The liability limit is at least USD 75,000,000 (total aggregate limit for coverage A and B, including legal defence costs).
	The insurance premium will be paid in roubles in accordance with the terms and conditions of the policy

Interested-party transactions of OAO "LUKOIL" approved by the Board of Directors of OAO "LUKOIL" and concluded in 2013

1. Number of the transaction approved by the Board of	1
Directors
2.1. Price (amount in USD)	USD 116.85, plus VAT of USD 21.03
2.2. Price (amount in RUB)	RUB 3,600, plus VAT of RUB 648
3. Names of parties	OAO "LUKOIL" (Seller)
	OAO RITEK (Buyer)
4. Names of beneficiaries	-
5. Name of transaction	Sale–purchase contract (hereinafter the "Contract")
6. Subject of the transaction	Pursuant to the Contract, the Seller undertakes to transfer property title to the Buyer, and the Buyer undertakes to accept and pay
	for the book «International Professional Practices Framework (IPPF) 2011 Edition – Updated for 2012» (hereinafter, the Book).
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, the Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the
	Board of Directors of OAO RITEK
8. Other material terms of the transaction	The Book is being provided to the Buyer in the English language in a bound copy of 132 pages. The Contract enters into force
	from the time of its signing and shall remain in effect until the Parties perform their obligations in full or terminate the
	Contract
1. Number of the transaction approved by the Board of	2
Directors
2.1. Price (amount in USD)	USD 2,500
2.2. Price (amount in RUB)	RUB 77,275
3. Names of parties	OAO "LUKOIL" (Licensor)
	LUKARCO B.V. (Licensee)
4. Names of beneficiaries	-
5. Name of transaction	License Agreement on providing a non-exclusive license to use trademarks (hereinafter the "Agreement").

6. Subject of the transaction	Pursuant to the Agreement, the Licensor provides to the Licensee, for a fee and for the effective term of the Agreement, a non exclusive license to use on the territory of the Kingdom of the Netherlands the trademarks produced in accordance with International Registration Certificates №№ 681461, 678644 with priority right of May 12, 1997 issued by the International Bureau of World Intellectual Property Organization, to use by the Licensee with the following products and services of Classes 1- 42 of International Classification of Goods and Services (ICGS), products of Class 16 ICGS «printed matter, including calendars», services of Class 35 ICGS «advertisement; marketing; commercial and statistic information; import-export operations; research and assessment in business operations; services of assistance in trading (for third parties)», services of Class 36 ICGS «investment».
7. Grounds for status as an interested party	Valery Sergeevich Subbotin, a member of the Management Committee of OAO "LUKOIL", is also a member of the Supervisory Board of LUKARCO B.V.
8. Other material terms of the transaction	The Licensee has the right to use the trademark only in an integrated combination with the trademark "LUKOIL". The Licensee has no right to use the Licensor"s trademarks in combination with the trademarks of its own and/or third parties" trademarks. The amount of the license fee for the entire term of the Agreement is USD 2,500. The Agreement is entered into for five (5) years and will enter into force for the Parties from the date of its signing, and for third parties, from the date an entry is made on the non-exclusive license to use trademarks in the International Trademark Register of the International Bureau of the World Intellectual Property Organization.
1. Number of the transaction approved by the Board of Directors	3
2.1. Price (amount in USD)	USD 2,500
2.2. Price (amount in RUB)	RUB 77,275
3. Names of parties	OAO "LUKOIL" (Licensor)
	LUKARCO Services B.V. (Licensee)
4. Names of beneficiaries	-
5. Name of transaction	License Agreement on providing a non-exclusive license to use trademarks (hereinafter the "Agreement").
6. Subject of the transaction	Pursuant to the Agreement, the Licensor provides to the Licensee, for a fee and for the effective term of the Agreement, with a non-exclusive license to use on the territory of the Kingdom of the Netherlands the trademarks produced in accordance with International Registration Certificates №№ 681461, 678644 with priority right of May 12, 1997 issued by the International Bureau of World Intellectual Property Organization, to use by the Licensee with the following products and services of Classes 1- 42 of International Classification of Goods and Services (ICGS), products of Class 16 ICGS «printed matter, including calendars», services of Class 35 ICGS «advertisement; marketing; commercial and statistic information; import-export operations; research and assessment in business operations; services of assistance in trading (for third parties)», services of Class 36 ICGS «investment».
7. Grounds for status as an interested party	Valery Sergeevich Subbotin, a member of the Management Committee of OAO "LUKOIL", is also a member of the Supervisory Board of LUKARCO Services B.V.
8. Other material terms of the transaction	The Licensee has the right to use the trademark only in an integrated combination with the trademark "LUKOIL". The Licensee has no right to use the Licensor"s trademarks in combination with the trademarks of its own and/or third parties"

	trademarks. The amount of the license fee for the entire term of the Agreement is USD 2,500. The Agreement is entered into for five (5) years and will enter into force for the Parties from the date of its signing, and for third parties, from the date an entry is
	made on the non-exclusive license to use trademarks in the International Trademark Register of the International Bureau of the
	World Intellectual Property Organization.
1. Number of the transaction approved by the Board of	4
Directors
2.1. Price (amount in USD)	USD 145,583.95
2.2. Price (amount in RUB)	RUB 4,500,000
3. Names of parties	OAO "LUKOIL" (Company)
	Russian Public Organisation Russian Union of Industrialists and Entrepreneurs (Union)
4. Names of beneficiaries	-
5. Name of transaction	Donation Contract (hereinafter the "Contract")
6. Subject of the transaction	The Company will provide the Union with charitable assistance in the form of a donation of monetary funds in the amount of
	RUB 4,500,000. The Union undertakes to use the funds received for the performance of charter activities in 2013.
7. Grounds for status as an interested party	Vagit Yusufovich Alekperov, President of OAO "LUKOIL", a member of the Board of Directors of OAO "LUKOIL" and
	Chairman of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Management Board"s
	Executive Bureau of the Russian Public Organisation Russian Union of Industrialists and Entrepreneurs.
	Alexander Nikolaevich Shokhin, a member of the Board of Directors of OAO "LUKOIL", is simultaneously the President of the Russian Public Organisation Russian Union of Industrialists and Entrepreneurs and a member of the Management Board"s
	Executive Bureau of the Russian Public Organisation Russian Union of Industrialists and Entrepreneurs.
	Leonid Arnoldovich Fedun, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the
	Management Board of the Russian Public Organisation Russian Union of Industrialists and Entrepreneurs.
8. Other material terms of the transaction	The date of transfer of funds is the day when they are debited from the Company"s settlement account.
1. Number of the transaction approved by the Board of	5
Directors
2.1. Price (amount in USD)	No financial terms stipulated.
2.2. Price (amount in RUB)	No financial terms stipulated.
3. Names of parties	OAO "LUKOIL"
	OAO RITEK
	ConocoPhillips
4. Names of beneficiaries	-
5. Name of transaction	Agreement on non-disclosure of confidential information (hereinafter the "Agreement")
6. Subject of the transaction	The Parties define their rights and obligations with respect to the confidential information that the Parties may disclose to each
	other during negotiations related potential cooperation on geological surveillance, exploration and production of hydrocarbons at
	the Bazhenov shale formation within the boundaries of the Galyanovsky, Aprelsky and Sredne-Nazymsky license blocks.

7. Grounds for status as an interested party	Valery Isaakovich Grayfer, the Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The Agreement also extends its effect to the confidential information received by the Parties from each other during 12 months prior to the signing of the Agreement. If the Receiving Party breaches the Agreement, it shall reimburse the Disclosing Party in full for any direct losses in accordance with applicable legislation.
1. Number of the transaction approved by the Board of Directors	6
2.1. Price (amount in USD)	USD 24,382.31
2.2. Price (amount in RUB)	RUB 750,000
3. Names of parties	OAO "LUKOIL" (Company) Non-commercial Partnership Institute of Internal Auditors (Partnership)
4. Names of beneficiaries	-
5. Name of transaction	Donation Contract (hereinafter the "Contract")
6. Subject of the transaction	The Company will provide the Partnership with a charitable donation in the amount of RUB 750,000, and the Partnership undertakes to use the funds received thereby for holding meetings, round tables and performing other charter activities.
7. Grounds for status as an interested party	Sergei Nikolaevich Malyukov, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of Non-Profit Partnership Institute of Internal Auditors.
8. Other material terms of the transaction	The date of transfer of funds is the day when they are debited from the Company"s settlement account.
1. Number of the transaction approved by the Board of Directors	7
2.1. Price (amount in USD)	USD 416,775
2.2. Price (amount in RUB)	RUB 12,803,328
3. Names of parties	OAO "LUKOIL" (Licensor) LUKOIL EURASIA PETROL ANONIM ŞIRKETI(Licensee)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to License Agreement No. 1111033 of 15 December 2011 (hereinafter the "Agreement").
6. Subject of the transaction	Pursuant to the Agreement, the Licensor provides the Licensee, for a fee and for the effective term of the Agreement, with a non-exclusive license to use the Licensor"s trademarks under certificate Nos. 2011/20829, 2011/20838, and 2011/20848, issued by the Turkish Patent Institute, on the territory of the Turkish Republic to mark goods and services under trademark classes 4, 20, 35, 36, 37, 39, 40, 42 of the International Classification of Goods and Services. In accordance with the Supplemental Agreement: - the Parties agreed to expand the scope of the non-exclusive license to use trademarks transferred under the Agreement to include the following trademarks under certificates Nos. 980745 with priority from 8 August 2008 and 1001044 with priority from 20 August 2008, issued by the International Bureau of the World Intellectual Property Organization (IB WIPO); - the amount of additional remuneration for 2012, calculated according to the formula set forth in point 6.2 of the Agreement based on the address list of Sites at which petroleum products are sold under the Dealership Agreements provided by the Licensee in accordance with sub-point 2.1.18 of the Agreement and the base rates given in Appendix No. 1 to the Supplemental
7. Grounds for status as an interested party	Agreement, will be USD 416,775; - sub-points 2.1.14, 2.1.18, 2.1.19, and points 6.1-6.2 and 6.4 of the Agreement have been amended; - Appendix No. 2 to the Agreement has been amended pursuant to Appendix No. 1 to the Supplemental Agreement. Vadim Nikolaevich Vorobyov, a member of the Management Committee of OAO "LUKOIL", is simultaneously the Chairman of
	the Board of Directors of LUKOIL EURASIA PETROL ANONIM ŞIRKETI.

8. Other material terms of the transaction	The Supplemental Agreement will enter into force from the date when it is signed by the Parties, and to the extent that it concerns the transfer of rights to the trademarks indicated in point 2 of the Supplemental Agreement – from the date of registration in the Turkish Patent Institute.
1. Number of the transaction approved by the Board of Directors	8
2.1. Price (amount in USD)	USD 25,000,000
2.2. Price (amount in RUB)	RUB 756,250,000
3. Names of parties	OAO "LUKOIL" (Guarantor)
	The Royal Bank of Scotland Plc, Head Office Edinburgh, Istanbul Main Branch, and The Royal Bank of Scotland Plc (hereinafter
	jointly referred to as Creditors and individually, as the Creditor)
4. Names of beneficiaries	LUKOIL EURASIA PETROL ANONIM ŞIRKETI (Borrower)
5. Name of transaction	Guarantee
6. Subject of the transaction	The Guarantor guarantees to each and every Creditor due and timely execution by the Borrower of all of its obligations under the credit agreement signed by the Borrower with The Royal Bank of Scotland N.B., Head Office Amsterdam, Istanbul Main Branch (hereinafter, RBS Amsterdam) of 08.11.2012, with due regard to the fact that the rights and obligations of RBS Amsterdam under the contract were transferred to The Royal Bank of Scotland Plc, Head Office Edinburgh, Istanbul Main Branch under the assignment agreement of 26.11.2012 and the credit agreement with The Royal Bank of Scotland Plc of 08.11.2012 (hereinafter,
	the Credit Agreements). The Guarantor"s liability under the Guarantee is limited to a total amount of USD 25,000,000 (or its equivalent in any other currency or currencies), plus all interests accrued, fines, fees, documented expenses, costs, and other amounts payable (or specified as payable) to the Creditors.
7. Grounds for status as an interested party	Vadim Nikolaevich Vorobyov, a member of the Management Committee of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of LUKOIL EURASIA PETROL ANONIM ŞIRKETI.
8. Other material terms of the transaction	The Guarantor is liable to each and every Creditor for any non-payment by the Borrower on time of any amount payable to the Creditor and undertakes to pay this amount as if the Guarantor were the principal Debtor, within five business days after the respective payment order is issued by the Creditor. The Guarantor undertakes to reimburse each Creditor, within five business days after the respective expense claim is filed, for any documented expenses, losses or obligations incurred or faced thereby should any obligations guaranteed by the Guarantor loses enforceability, is or becomes invalid or unlawful. The guarantee expires on the date when all of the Borrower"s and the Guarantor"s payment obligations to the Creditors are unconditionally and irrevocably executed and repaid in full. The Guarantee is regulated by English law.
1. Number of the transaction approved by the Board of Directors	9
2.1. Price (amount in USD)	USD 25,000,000, the fee of USD 2,500, plus VAT of USD 450
2.2. Price (amount in RUB)	RUB 756,250,000, the fee of RUB 75,625 plus VAT of 13,612.5
3. Names of parties	OAO "LUKOIL" (Guarantor) LUKOIL EURASIA PETROL ANONIM ŞIRKETI (Debtor)
4. Names of beneficiaries	-
5. Name of transaction	Indemnity contract (hereinafter the "Contract").
6. Subject of the transaction	The Parties have agreed to consider the amount paid by the Guarantor to The Royal Bank of Scotland Plc, Head Office Edinburgh, Istanbul Main Branch and The Royal Bank of Scotland Plc (hereinafter, the Banks) as execution of the Guarantor"s obligations under the Guarantee between the Guarantor and the Banks, issued as security for the performance of the Debtor"s

	obligations under the credit agreements with the Banks of 08.11.2012, in the amount of USD 25,000,000 as well as interest,
	penalties, late payment interest, fines and other guaranteed payments, (hereinafter the "Guarantee"), the amount of which will be
	subject to repayment by the Debtor to the Guarantor together with interest for its use on the terms, by the deadlines and according
	to the procedure determined by the Contract.
7. Grounds for status as an interested party	Vadim Nikolaevich Vorobyov, a member of the Management Committee of OAO "LUKOIL", is simultaneously the Chairman of
	the Board of Directors of LUKOIL EURASIA PETROL ANONIM ŞIRKETI.
8. Other material terms of the transaction	The Debtor undertakes to pay the Guarantor USD 2,500, plus VAT of 450, within 180 calendar days after the signing of the
	Guarantee as remuneration of the Guarantor for the provision of the guarantee.
	The date of provision of the Guarantee will be considered the date of signing of the Guarantee. The Debtor undertakes to
	reimburse the Guarantor for the funds transferred thereby to the Banks in execution of the obligations under the Guarantee, by the
	deadlines, in the form and according to the procedure indicated in the notice of the Guarantor to be sent to the Debtor.
	The Debtor will pay the Guarantor interest calculated at LIBOR 3M+3% per annum on the funds transferred by the Guarantor to
	the Seller.
1. Number of the transaction approved by the Board of	10
Directors
2.1. Price (amount in USD)	USD 11,069.72 per month, plus USD 1,992.55
2.2. Price (amount in RUB)	RUB 334,194.90 per month, plus RUB 60,155.08
3. Names of parties	OAO Bank Petrocommerce (Lessee)
	OAO "LUKOIL" (Lessor)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Lease Agreement No. 0510041 dated 12 January 2005 on non-residential premises (hereinafter the
	"Agreement").
6. Subject of the transaction	In accordance with the Agreement, the Lessor provides to the Lessee for temporary use the non-residential premises with a total
	area of 180.0 m2 , located in the building at the address: 3 Pokrovsky bulvar, bldg. 1, Moscow.
	In accordance with the Supplemental Agreement:
	- from 1 April 2013 the lease payment will increase from RUB 300,000 per month (plus VAT of RUB 54,000) to RUB
	334,194.90 per month (plus VAT of RUB 60,155.08).
7. Grounds for status as an interested party	Alexander Kuzmich Matytsyn, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the
	Board of Directors of OAO Bank Petrocommerce.
	Lyubov Nikolaevna Khoba, a member of the Management Committee of OAO "LUKOIL", is the spouse of Alexander Kuzmich
	Matytsyn, a member of the Board of Directors of OAO Bank Petrocommerce.
	Leonid Arnoldovich Fedun, a member of the Management Committee of OAO "LUKOIL", is simultaneously the Chairman of
	the Board of Directors of OAO Bank Petrocommerce.
	Sergei Anatolievich Mikhailov, a member of the Board of Directors of OAO "LUKOIL", is simultaneously a member of the Board of Directors of OAO Bank Petrocommerce.
8. Other material terms of the transaction	The Supplemental Agreement will enter into force from the date of its signing.
1. Number of the transaction approved by the Board of	11
Directors
2.1. Price (amount in USD)	USD 3,423.99, plus VAT of USD 616.32
2.2. Price (amount in RUB)	RUB 103,507.20, plus VAT of RUB 18,631.30
3. Names of parties	OAO "LUKOIL" (Lessor)

	Independent non-profit organisation LUKOIL Athletic Club (Lessee)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Lease Agreement No. 0610146 on non-residential premises of 1 February 2006 (the "Agreement")*
6. Subject of the transaction	Pursuant to the Agreement and a Supplemental Agreement thereto, the Lessor leases for the temporary use of the Lessee non residential premises with a total area of 63.6 m2 , located at the address: 3 Pokrovsky bulvar, building 1, Moscow. In accordance with the Supplemental Agreement, from 01.02.13 the lease payment will be increased from RUB 89,570 per month (plus VAT of RUB 16,122.60) to RUB 103,507.20 per month (plus VAT of RUB 18,631.30).
7. Grounds for status as an interested party	Anatoly Alexeevich Moskalenko, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Supervisory Board of the Independent non-profit organisation LUKOIL Athletic Club.
8. Other material terms of the transaction	The Supplemental Agreement enters into force from the time of its signing and extends to the legal relations between the Parties arising from 01.02.2013.
1. Number of the transaction approved by the Board of Directors	12
2.1. Price (amount in USD)	No financial terms stipulated.
2.2. Price (amount in RUB)	No financial terms stipulated.
3. Names of parties	OAO "LUKOIL" OAO RITEK TOTAL E&P Activates Patrollers
4. Names of beneficiaries	-
5. Name of transaction	Agreement on non-disclosure of confidential information (hereinafter the "Agreement")
6. Subject of the transaction	The Parties define their rights and obligations with respect to the confidential information that the Parties may disclose to each other during negotiations related to potential cooperation on geological surveillance, exploration and production of hydrocarbons at the Basehor shale formation within the boundaries of the Malinovsky and Sredne-Nazymsky license blocks.
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, the Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The Agreement enters into force from the time of its signing by all Parties and loses effect in three years. If the Receiving Party breaches the Agreement, it shall reimburse the Disclosing Party in full for any direct losses in accordance with applicable legislation
1. Number of the transaction approved by the Board of Directors	13
2.1. Price (amount in USD)	No financial terms stipulated.
2.2. Price (amount in RUB)	No financial terms stipulated.
3. Names of parties	OAO "LUKOIL" (Company) International Association of Trade-Union Organisations of OAO "LUKOIL" (Association)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Gratuitous Use Contract No. 0310992 of 27 July 2003 (hereinafter the "Contract")*.
6. Subject of the transaction	Pursuant to the Contract, the Company provides property on its balance sheet for the gratuitous use of the Association. According to the Supplemental Agreement:.

	- in connection with the upgrading on 31 January 2013 of the property (computers) granted, the total value of the property
	provided by the Company for the gratuitous use by the Association increased from RUB 7,332,105 to 7,341,017.50 as of
	01.02.2013;
	- on 28.02.2013, the Association shall tranfer and the Company shall accept under an Act of Acceptance the office equipment
	(CPU, monitors, printers, computers) granted to the Association for the gratuitous use;
	- from 01.03.2013 the total value of the property provided under the Contract shall equal RUB 7,154,362.28.
7. Grounds for status as an interested party	Sergei Petrovich Kukura, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the
	Board of the International Association of Trade-Union Organisations of OAO "LUKOIL".
	Anatoly Alexandrovich Barkov, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of the International Association of Trade-Union Organisations of OAO "LUKOIL".
	Anatoly Alexeevich Moskalenko, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of
	the Board of the International Association of Trade-Union Organisations of OAO "LUKOIL".
8. Other material terms of the transaction	The Supplemental Agreement enters into force from the time of its signing and extends to the legal relations between the Parties
	arising from 31 January 2013.
1. Number of the transaction approved by the Board of	14
Directors
2.1. Price (amount in USD)	The approximate amount of the agency fee is USD 9,109,930.26
2.2. Price (amount in RUB)	The approximate amount of the agency fee is RUB 274,300,000
3. Names of parties	OAO RITEK (Principal)
	OAO "LUKOIL" (Agent)
4. Names of beneficiaries	-
5. Name of transaction	Agency Agreement (hereinafter the "Agreement")
6. Subject of the transaction	Pursuant to the Agreement, the Agent undertakes to perform transactions, on the Principal"s instructions and for a fee, of the sale
	of the Principal"s oil (hereinafter, the "goods") on the external market, in its own name, but at the expense of the Principal.
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, the Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the
	Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The Agent undertakes to enter into contracts in its own name with foreign legal entities (hereinafter, the "Buyer") and ensure their
	execution.
	The amount of the agency fee is RUB 220 per net tonne of the goods sold to the Buyer, plus VAT of 18% of the amount of the
	agency fee.
	The Agreement enters into force from the date of signing and remains in force till 31 March 2014, and with respect to mutual
	settlements – until they are performed in full.
1. Number of the transaction approved by the Board of	15
Directors
2.1. Price (amount in USD)	The approximate amount of the agency fee is USD 753,902.36
2.2. Price (amount in RUB)	The approximate amount of the agency fee is RUB 22,700,000
3. Names of parties	OAO RITEK (Principal)
	OAO "LUKOIL" (Agent)
4. Names of beneficiaries	-
5. Name of transaction	Agency Agreement (hereinafter the "Agreement")

6. Subject of the transaction	Pursuant to the Agreement, the Agent undertakes to perform transactions, on the Principal"s instructions and for a fee, of the sale of the Principal"s oil (hereinafter, the "goods") on the external market – the Republic of Belarus, in its own name, but at the expense of the Principal
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, the Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The Agent undertakes to enter into contracts in its own name with foreign legal entities (hereinafter, the "Buyer") and ensure their execution. The amount of the agency fee is RUB 220 per net tonne of the goods sold to the Buyer, plus VAT of 18% of the amount of the agency fee. The Agreement enters into force from the date of signing and remains in force till 31 March 2014, and with respect to mutual settlements – until they are performed in full.
1. Number of the transaction approved by the Board of Directors	16
2.1. Price (amount in USD)	USD 398,538.69
2.2. Price (amount in RUB)	RUB 12,000,000
3. Names of parties	OAO "LUKOIL" (Company) International Association of Trade Union Organisations of OAO "LUKOIL" (Association)
4. Names of beneficiaries	-
5. Name of transaction	Donation Contract (hereinafter the "Contract")
6. Subject of the transaction	The Company will provide the Association with a donation of RUB 12,000,000 for the organisation and holding of the 5th International competition "Dad, mom and I are a sports family" from 5 to 8 June 2013.
7. Grounds for status as an interested party	Sergei Petrovich Kukura, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of the International Association of Trade-Union Organisations of OAO "LUKOIL". Anatoly Alexandrovich Barkov, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of the International Association of Trade-Union Organisations of OAO "LUKOIL". Anatoly Alexeevich Moskalenko, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of the International Association of Trade-Union Organisations of OAO "LUKOIL".
8. Other material terms of the transaction	The date of performance of payment obligations by the Company is the date when the funds are debited from the Company"s settlement account. The Association undertakes to submit a report to the Company on the use of the funds wire-transferred, by 30 November 2013. Should the funds are used for the purposes other than specified herein, the Association undertakes to return the funds received within 10 days from the date of receipt of the Company"s order.
1. Number of the transaction approved by the Board of	17
Directors
2.1. Price (amount in USD)	USD 897.52, plus VAT of USD 161.55
2.2. Price (amount in RUB)	RUB 27,500, plus VAT of RUB 4,950
3. Names of parties	OAO RITEK (Client) OAO "LUKOIL" (Contractor)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Contract on the information services (hereinafter the "Contract").No 1111180 of 28.12.2011 (hereinafter the "Agreement")*

RUB 4,950. 7. Grounds for status as an interested party Valery Isaakovich Grayfer, the Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK. 8. Other material terms of the transaction The Supplemental Agreement enters into force from the time of its signing and extends to the legal relations between the Parties arising from 28.12.2011. 1. Number of the transaction approved by the Board of 18 Directors 2.1. Price (amount in USD) USD 3,302,855.32, plus VAT of USD 594,513.96 2.2. Price (amount in RUB) RUB 101,694,915.25, plus VAT of RUB 18,305,084.75 3. Names of parties OAO Futbolny Klub Spartak-Moskva [Spartak Moscow Football Club] (the Club) OAO "LUKOIL" (Sponsor) 4. Names of beneficiaries - 5. Name of transaction Sponsorship Agreement (hereinafter the "Agreement"). 6. Subject of the transaction Under the Agreement, the Sponsor provides sponsorship assistance to the Club aimed at preparing the Club"s professional	Based on the Contract, the Contractor will provide the Client with information services based on the valuation reports prepared by possession regarding the market cost of services (work) acquired by the Client under service package agreement No. 0811161 dated 25 December 2008 between the Client and the Contractor. establishes the term for the provision of information services on the market cost of services (work) i.e. to 30.06.2013, and the cost of the said services in an amount of RUB 27,500, plus VAT of
sportsmen for national competitions (the Russian Championship, the Russia Cup) and international competitions in accordance with the official match schedule, on terms of distribution of the Sponsor"s advertising in accordance with the Agreement.
7. Grounds for status as an interested party Leonid Arnoldovich Fedun, a member of the Management Committee of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO Futbolny Klub Spartak-Moskva, and his brother, Andrei Arnoldovich Fedun, is a member of the Board of Directors of OAO Futbolny Klub Spartak-Moskva. Alexander Kuzmich Matytsyn, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of Directors of OAO Futbolny Klub Spartak-Moskva. Lyubov Nikolaevna Khoba, a member of the Management Committee of OAO "LUKOIL", is the spouse of Alexander Kuzmich Matytsyn, a member of the Board of Directors of OAO Futbolny Klub Spartak-Moskva. Sergei Anatolievich Mikhailov, a member of the Board of Directors of OAO "LUKOIL", is simultaneously a member of the Board of Directors of OAO Futbolny Klub Spartak-Moskva
8. Other material terms of the transaction The Club is obligated to assign the Sponsor the status of a General Sponsor of OAO Futbolny Klub Spartak-Moskva [Spartak Moscow Football Club] and submit draft layouts and samples of advertising materials to the Sponsor for approval, which materials are stipulated by the Agreement. Distribution and placement of their approval by the Sponsor in writing. At the Sponsor"s request, the confirming the Club"s performance of its obligations under the Agreement. The Agreement will enter into force from the date of signing, extends to the legal relations between the Parties arising from 01.01.2013 and will remain in force till 31.12.2013, and with regard to settlements, until the Parties have discharged their obligations under the Agreement in full. Payment will be performed by advance wire-transfer by the Sponsor of funds to the Club"s settlement 1. Number of the transaction approved by the Board of 19	the said advertizing materials is only admissible after Club will provide photographic and video materials account.

Directors
2.1. Price (amount in USD)	USD 487,646,293.89
2.2. Price (amount in RUB)	RUB 15,000,000,000
3. Names of parties	ООО LUKOIL-KMN (Lender)
	OAO "LUKOIL" (Borrower)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Loan Agreement No. 0510975 от 29.02.2005 (hereinafter the "Agreement")*.
6. Subject of the transaction	In accordance with the Agreement and supplemental agreements thereto, the Lender provides the Borrower with a revolving special-purpose loan (in instalments (tranches)), the total amount of debt on which may not exceed RUB 14,000,000,000 on the terms stipulated in the Agreement, and the Borrower undertakes to repay the funds received on time and in full and to pay interest thereon by the dates and pursuant to the procedure indicated in the Agreement. In accordance with the Supplemental Agreement: - the loan amount under the Agreement is being increased by RUB 1,000,000,000;
	- Point 1.1 of the Agreement is being reworded to stipulate an increase in the loan amount up to RUB 15,000,000,000; - Point 5.1 of the Agreement is being reworded to amend the procedure for the Lender to notify the Borrower of changes in the interest rate.
7. Grounds for status as an interested party	Lyubov Nikolaevna Khoba, a member of the Management Committee of OAO "LUKOIL", is the mother of Yury Yurievich Khoba, a member of the Management Committee of ООО LUKOIL-KMN
8. Other material terms of the transaction	The Agreement enters into force from the time of its signing by the authorized representatives of the Parties and extends to the legal relations between the Parties arising from 04.03.2013.
1. Number of the transaction approved by the Board of Directors	20
2.1. Price (amount in USD)	The fees for the services equal USD 536.06 per day for monitoring of one well.
2.2. Price (amount in RUB)	The fees for the services equal RUB 16,500 per day for monitoring of one well.
3. Names of parties	ООО LUKOIL-KMN (Client) OAO "LUKOIL" (Contractor)
4. Names of beneficiaries	-
5. Name of transaction	The Contract and Supplemental Agreement thereto
6. Subject of the transaction	Pursuant to the Contract, the Contractor undertakes to provide real-time well construction monitoring services, following the procedure and on the terms stipulated by the Contract (hereinafter the "services"), and the Client undertakes to provide the Contractor in a timely manner with all information and documents required to perform the indicated services, to accept the services rendered, and to pay the Contractor for the services. In accordance with the Supplemental Agreement, point 4.2 of the Contract is set out in a new version that deletes the provisions on automatic annual indexation of the fees for the services by agreement of the Parties and stipulates that fees for the services under the Contract will be changed through the conclusion of a supplemental agreement to the Contract.
7. Grounds for status as an interested party	Lyubov Nikolaevna Khoba, a member of the Management Committee of OAO "LUKOIL", is the mother of Yury Yurievich Khoba, a member of the Management Committee of ООО LUKOIL-KMN
8. Other material terms of the transaction	The Parties establish that the fees for the Contractor"s services stipulated by the Contract equal 16,500 roubles per day for monitoring of one well. The fees for the services under the Contract are determined in the service completion report, based on the

actual number of days of monitoring of one well.
The Supplemental Agreement enters into force from the time of its signing by the Parties, and extends to the legal relations
between the Parties arising from 5 September 2012.

1. Number of the transaction approved by the Board of	21
Directors
2.1. Price (amount in USD)	USD 10,669.85, plus VAT of USD 1,920.57
2.2. Price (amount in RUB)	RUB 327,777.78 , plus VAT of RUB 59,000
3. Names of parties	OAO RITEK (Client)
	OAO "LUKOIL" (Contractor)
4. Names of beneficiaries	-
5. Name of transaction	Service contract on the provision of information (hereinafter the "Contract")
6. Subject of the transaction	Based on the Contract, the Contractor will provide the Client with services on the provision of information based on the valuation reports in its possession prepared by independent appraisers (hereinafter the "Services") regarding the market cost of hydrocarbon gases sold by OAO RITEK in 2011 under sale-purchase agreement No. 0810720 of 12 August 2008.
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, the Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The fees for the Services equal 327,777.78 roubles, plus VAT of RUB 59,000. The total cost of services is 386,777.78 roubles. The fees for the Services on the provision of information regarding the market cost of hydrocarbon gases sold under sale purchase agreements over the past few years will be determined in a Supplemental Agreement to the Contract. The Contract will enter into force from the time of its signing, and will remain in force until the Parties have performed their obligations in full.
1. Number of the transaction approved by the Board of Directors	22
2.1. Price (amount in USD)	USD 70.19 , plus VAT of USD 12.64
2.2. Price (amount in RUB)	RUB 2,168.40, plus VAT of RUB 390.31
3. Names of parties	OAO RITEK (Client)
	OAO "LUKOIL" (Contractor)
4. Names of beneficiaries	-
5. Name of transaction	Contract
6. Subject of the transaction	Pursuant to the Contract, the Contractor, which holds exclusive rights to the methodologies indicated in the Contract, will provide the Client with services on the provision of information regarding the development and content of amendments to be made to the methodologies and the dates of their entry into force (hereinafter the "Services"). The Client, which is the intended user of the methodologies on the basis of licensing agreement No. 1010851 of 21 December 2010 concluded with the Contractor (hereinafter the "licensing agreement") undertakes to accept and pay for the Services on the terms of the Contract.
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, the Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK.

8. Other material terms of the transaction	The fees for the Services under the Contract equal RUB 2,168.40, plus VAT of RUB 390.31. The total cost of services is RUB 2,558.71.
	The Contract is concluded for an unlimited term, enters into force from the time of its signing and may be terminated by agreement of the Parties.
1. Number of the transaction approved by the Board of	23
Directors
2.1. Price (amount in USD)	The approximate cost of services will equal USD 125,323.21, plus VAT of USD 22,558.18
2.2. Price (amount in RUB)	The approximate cost of services will equal RUB 3,877,500, plus VAT of RUB 697, 950.
3. Names of parties	OAO RITEK (Client)
	OAO "LUKOIL" (Contractor)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Contract No. 1210628 of 18 September 2012 (hereinafter the "Contract").*
6. Subject of the transaction	Pursuant to the Contract, the Contractor undertakes to provide real-time well construction monitoring services following the procedure and on the terms stipulated by the Contract (hereinafter the "services"), and the Client undertakes to provide the Contractor in a timely manner with all information and documents required to perform these services, to accept the services
	rendered, and to pay the Contractor for the indicated services. According to the Supplemental Agreement, the Contractor undertakes to provide real-time well construction monitoring at the
	Sredne-Nazymskoye field.
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, the Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The Contractor will provide the Services on wells being constructed by the Client as part of the Sredne-Nazymskoye field investment project, classification code of the investment project U063A0674A.
	The Supplemental Agreement enters into force from the time of its signing by the Parties, and extends to relations between the Parties arising from 18 September 2012.
1. Number of the transaction approved by the Board of	24
Directors
2.1. Price (amount in USD)	The approximate cost of services will equal USD 53,862.31, plus VAT of USD 9,695.22
2.2. Price (amount in RUB)	The approximate cost of services will equal RUB 1,666,500, plus VAT of RUB 299, 970.
3. Names of parties	OAO RITEK (Client)
	OAO "LUKOIL" (Contractor)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Contract No. 1210628 of 18 September 2012 (hereinafter the "Contract").*
6. Subject of the transaction	Pursuant to the Contract, the Contractor undertakes to provide real-time well construction monitoring services according to the procedure and on the terms stipulated by the Contract (hereinafter the "services"), and the Client undertakes to provide the Contractor in a timely manner with all information and documents required to perform the indicated services, to accept the services rendered, and to pay the Contractor for these services. According to the Supplemental Agreement, the Contractor undertakes to provide real-time well construction monitoring at the Vyintoyskoye field.
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, the Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The Contractor will provide the Services on wells being constructed by the Client as part of the Vyintoyskoye field investment

	project, classification code of the investment project U063А0569А.
	The Supplemental Agreement enters into force from the time of its signing by the Parties, and extends to relations between the
	Parties arising from 18 September 2012.
1. Number of the transaction approved by the Board of Directors	25
2.1. Price (amount in USD)	The approximate cost of services will equal USD 81,593.41, plus VAT of USD 14,686.81
2.2. Price (amount in RUB)	The approximate cost of services will equal RUB 2,524,500, plus VAT of RUB 454, 410.
3. Names of parties	OAO RITEK (Client)
	OAO "LUKOIL" (Contractor)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Contract No. 1210628 of 18 September 2012 (hereinafter the "Contract").*
6. Subject of the transaction	Pursuant to the Contract, the Contractor undertakes to provide real-time well construction monitoring services according to the procedure and on the terms stipulated by the Contract (hereinafter the "services"), and the Client undertakes to provide the Contractor in a timely manner with all information and documents required to perform the indicated services, to accept the services rendered, and to pay the Contractor for these services.
	According to the Supplemental Agreement, the Contractor undertakes to provide real-time well construction monitoring at the Eruslanskaya area.
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, the Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The Contractor will provide the Services on wells being constructed by the Client as part of the Eruslanskaya area investment project, classification code of the investment project U063А9999А. The Supplemental Agreement enters into force from the time of its signing by the Parties, and extends to relations between the Parties arising from 18 September 2012.
1. Number of the transaction approved by the Board of Directors	26
2.1. Price (amount in USD)	The quarterly cost of services will equal USD 1,185,115.36, plus VAT of USD 213,320.77
2.2. Price (amount in RUB)	The quarterly cost of services will equal RUB 36,442,297.38 , plus VAT of RUB 6,559,613.53
3. Names of parties	OAO "LUKOIL" (Contractor) OAO RITEK (Client)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Agreement on the provision of a set of services No.0811161 of 25.12.2008 (hereinafter the "Agreement")
6. Subject of the transaction	In accordance with the Agreement, the Executor undertakes, on the terms and pursuant to the procedure indicated in the Agreement, to provide the Client with services on coordination of commercial, production/business and other types of the Client"s activity, and the Client undertakes to provide the Executor in a timely manner with all necessary information and documents, accept the services provided and pay the Executor the fee established thereby. In accordance with the Supplemental Agreement, - the List of services related to the procurement, due organisation and coordination of commercial, production/business and other types of the Client"s activity that can be provided under the Agreement (Appendix No.1 to the Agreement), is being reworded pursuant to Appendix No.1 to the Supplemental Agreement. - the quarterly cost of services starting from 01.01.2013 will equal RUB 36,442,297.38, plus VAT of RUB 6,559,613.53. Total including VAT - RUB 43,001,910.91

7. Grounds for status as an interested party	Valery Isaakovich Grayfer, the Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The Agreement remains in force through 31 December 2013. The Client"s payment obligations for the services provided and liability for the non-performance of this obligation remain in force until performed in full within the deadlines established by the Agreement. The Supplemental Agreement enters into force from the time of signing and extends to the legal relations between the Parties actually arising from 1 January 2013.
1. Number of the transaction approved by the Board of	27
Directors
2.1. Price (amount in USD)	USD 17.56, plus VAT of USD 3.16
2.2. Price (amount in RUB)	RUB 542.10, plus VAT of RUB 97.58
3. Names of parties	ООО LUKOIL-KMN (Client)
	OAO "LUKOIL" (Contractor)
4. Names of beneficiaries	-
5. Name of transaction	Contract
6. Subject of the transaction	Pursuant to the Contract, the Contractor, which holds exclusive rights to the methodologies indicated in the Contract, will provide the Client with services on the provision of information concerning the development and content of amendments to be made to the methodologies and the dates of their entry into force (hereinafter the "Services"). The Client, as the intended user of the methodologies on the basis of licensing agreement No. 1010811 of 14 December 2010 concluded with the contractor, undertakes to accept and pay for the Services on the terms and conditions of the Contract.
7. Grounds for status as an interested party	Lyubov Nikolaevna Khoba, a member of the Management Committee of OAO "LUKOIL", is the mother of Yury Yurievich Khoba, a member of the Management Committee of ООО LUKOIL-KMN
8. Other material terms of the transaction	The fees for Services under the Contract equal RUB 542.10, plus VAT of RUB 97.58. The total cost of services is RUB 639.68. The Contract is concluded for an unlimited term, enters into force from the time of its signing by the Parties and may be cancelled by agreement of the Parties.
1. Number of the transaction approved by the Board of	28
Directors
2.1. Price (amount in USD)	No financial terms stipulated.
2.2. Price (amount in RUB)	No financial terms stipulated.
3. Names of parties	OAO RITEK
4. Names of beneficiaries	-
5. Name of transaction	Supplemental agreement to Contract No. 1210628 of 18 September 2012 (hereinafter the "Contract").*
6. Subject of the transaction	In accordance with the Contract the Contractor undertakes to provide the Client with real-time well construction monitoring
	services (hereinafter the "services"), following the procedure and on the terms stipulated by the Contract, and the Client
	undertakes to provide the Contractor in a timely manner with all information and documents necessary to provide these services,
	and also to accept the services rendered and pay the Contractor for the services.
	In accordance with the Supplemental Agreement, point 4.2 of the Contract is set out in a new version that deletes the provisions
	on the automatic annual indexation of the fees for the services by agreement of the Parties, and stipulates that fees for the services
	under the Contract will be changed through the conclusion of a supplemental agreement to the Contract.
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, the Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK.

8. Other material terms of the transaction	The Supplemental Agreement enters into force from the time of its signing by the Parties, extends to relations between the Parties arising from 1 January 2013, and will remain in force under the end of the effective term of the Contract.
1. Number of the transaction approved by the Board of	29
Directors
2.1. Price (amount in USD)	USD 4,241.65, plus VAT of USD 763.49.
2.2. Price (amount in RUB)	RUB 131,448.58, plus VAT of RUB 23,660.74
3. Names of parties	ООО LUKOIL-KMN (Client)
	OAO "LUKOIL" (Contractor)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Information Service Contract No. 1210229 of 6 February 2012 (hereinafter the "Contract")*.
6. Subject of the transaction	Pursuant to the Contract the Contractor will, on the basis of the valuation reports that it possesses prepared by independent appraisers, provide the Client with information services (hereinafter the "Services") regarding the market value of work/services purchased by the Client under contract No. 0811160 of 25 December 2008. In accordance with the Supplemental Agreement:
	- point 2.1 of the Contract is set out in a new version that stipulates a revision of the procedure for providing the Services as regards the provision by the Contractor of information on the market value of work/services acquired by the Client under contract No. 0811160 of 25 December 2008 in 2009 up to 30 April 2012, in 2010 up to 15 May 2012, and in 2011 up to 30 June 2013; - point 4.1 of the Contract is set out in a new version that stipulates that fees for the Contractor"s Services on the provision of information regarding the market value of work/services acquired by the Client will be established for each period agreed on in point 2.1 of the Contract.
7. Grounds for status as an interested party	Lyubov Nikolaevna Khoba, a member of the Management Committee of OAO "LUKOIL", is the mother of Yury Yurievich
8. Other material terms of the transaction	Khoba, a member of the Management Committee of ООО LUKOIL-KMN The price of the Services for 2009 is equal to RUB 72,972.97, plus VAT of RUB 13,135.13; for 2010 – RUB 30,975.61, plus VAT of RUB 5,575.61; for 2011 – RUB 27,500, plus VAT of RUB 4,950. The Supplemental Agreement enters into force from the time of its signing by the authorised representatives of the Parties and extends to legal relations between the parties arising from 6 February 2012.
1. Number of the transaction approved by the Board of Directors	30
2.1. Price (amount in USD)	The amount of the lease payment will be USD 1,754.71 per month, plus VAT of USD 315.85
2.2. Price (amount in RUB)	The amount of the lease payment will be RUB 55,659.53 per month, plus VAT of RUB 10,018.72
3. Names of parties	OAO "LUKOIL" (Lessor)
	Non-Profit Organisation LUKOIL Charitable Foundation (Lessee)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Lease Agreement No. 0710169 of 16 March 2007 on non-residential premises (hereinafter the "Agreement")*.
6. Subject of the transaction	Pursuant to the Agreement, the Lessor provides to the Lessee for temporary use non-residential premises (rooms No. 16 and No. 17) with a total area of 34.2 m2 , located in premises No. I on the 4th floor of building C at the address: 11 Sretensky bulvar, Moscow. In accordance with the Supplemental Agreement, from 1 June 2013 the lease payment will increase from RUB 48,165 per month, plus VAT of RUB 8,669.70 to RUB 55,659.53 per month, plus VAT of RUB 10,018.72
7. Grounds for status as an interested party	Vagit Yusufovich Alekperov, President, Chairman of the Management Committee, and member of the Board of Directors of OAO "LUKOIL", is the brother of Nelli Yusufovna Alekperov, a member of the Foundation Board.

	Anatoly Alexandrovich Barkov, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of
	the Foundation Board.
	Anatoly Alexeevich Moskalenko, a member of the Management Committee of OAO "LUKOIL", is simultaneously the Chairman
	of the Foundation Board. Alexander Kuzmich Matytsyn, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the
	Foundation Board.
	Lyubov Nikolaevna Khoba, a member of the Management Committee of OAO "LUKOIL", is the spouse of Alexander Kuzmich
	Matytsyn, a member of the Foundation Board.
8. Other material terms of the transaction	The Supplemental Agreement enters into force from the date of signing.
1. Number of the transaction approved by the Board of	31
Directors
2.1. Price (amount in USD)	USD 2,144.99, plus VAT of USD 386.09.
2.2. Price (amount in RUB)	RUB 66,494.95, plus VAT of RUB 11,969.09.
3. Names of parties	OOO LUKOIL Trading House (Buyer)
	OAO "LUKOIL" (Seller)
4. Names of beneficiaries	-
5. Name of transaction	Purchase contract (hereinafter the "Contract").
6. Subject of the transaction	In accordance with the Contract, the Seller undertakes to transfer, and the Buyer undertakes to accept and pay for the following goods pursuant to the procedure and by the dates established by the Contract:
	- an album of the collection "Special working clothes in the corporate style of OAO "LUKOIL"", in the form of a printed
	publication;
	- electronic catalogue of Personal Protection Equipment, on a CD-R disk.
7. Grounds for status as an interested party	Valery Sergeevich Subbotin, a member of the Management Committee of OAO "LUKOIL", is the brother of Alexander
	Sergeevich Subbotin, a member of the Management Committee of OOO LUKOIL Trading House.
8. Other material terms of the transaction	The approximate value of the goods under the Contract is RUB 66,494.95, plus VAT of RUB 11,969.09, to a total value of RUB
	78,464.04
	The Agreement enters into force from the date of signing of the Contract.
1. Number of the transaction approved by the Board of	32
Directors
2.1. Price (amount in USD)	No financial terms stipulated.
2.2. Price (amount in RUB)	No financial terms stipulated.
3. Names of parties	OAO "LUKOIL" (Company)
	International Association of Trade-Union Organisations of OAO "LUKOIL" (Association)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Gratuitous Use Contract No. 0310992 of 27 July 2003 (hereinafter, the "Contract")*.
6. Subject of the transaction	Pursuant to the Contract, the Company provides property on the Company"s balance sheet for the gratuitous use of the
	Association.
	In accordance with the Supplemental Agreement:
	- on 30 April 2013 the Enterprise will transfer and the Company will accept under a transfer and acceptance certificate the
	property indicated in Appendix No. 1 to the Supplemental Agreement, with a value of RUB 96,649,90;
	- on 1 May 2013 the Company will additionally transfer and the Enterprise will accept for gratuitous use under a transfer and

	acceptance certificate the property indicated in Appendix No. 2 to the Supplemental Agreement, with a value of RUB 131,706.78; - from 1 May 2013 the total value of the property transferred to the Enterprise under the Contract will be RUB 7,190,420.16.
7. Grounds for status as an interested party	Sergei Petrovich Kukura, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the
	Board of the International Association of Trade-Union Organisations of OAO "LUKOIL".
	Anatoly Alexandrovich Barkov, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of
	the Board of the International Association of Trade-Union Organisations of OAO "LUKOIL".
	Anatoly Alexeevich Moskalenko, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of
	the Board of the International Association of Trade-Union Organisations of OAO "LUKOIL".
8. Other material terms of the transaction	The Supplemental Agreement enters into force from the date of signing.
1. Number of the transaction approved by the Board of	33
Directors
2.1. Price (amount in USD)	USD 190,053.85.
2.2. Price (amount in RUB)	RUB 6,000,000.
3. Names of parties
	OAO "LUKOIL" (Company)
	International Association of Trade-Union Organisations of OAO "LUKOIL" (IATUO)
4. Names of beneficiaries	-
5. Name of transaction	Donation agreement (hereinafter the "Agreement").
6. Subject of the transaction	Transfer by the Company of a contribution to IATUO for the purposes of promoting physical fitness and popular sports. The
	value of the contribution is RUB 6,000,000.
7. Grounds for status as an interested party	Sergei Petrovich Kukura, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of the International Association of Trade-Union Organisations of OAO "LUKOIL".
	Anatoly Alexandrovich Barkov, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of
	the Board of the International Association of Trade-Union Organisations of OAO "LUKOIL".
	Anatoly Alexeevich Moskalenko, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of
	the Board of the International Association of Trade-Union Organisations of OAO "LUKOIL".
8. Other material terms of the transaction	The day when the monetary funds are debited from the Company"s settlement account will be the date of performance of the
	Company"s payment obligations. IATUO undertakes to provide the Company with a report on the use of transferred funds by 30
	June 2014. If funds are used for other than the designated purpose, IATUO undertakes to return the amount received within 10
	days from the date it receives the repayment demand from the Company.
1. Number of the transaction approved by the Board of	34
Directors
2.1. Price (amount in USD)	The value of the services is USD 5,662.30, plus VAT of USD 1,019.21.
2.2. Price (amount in RUB)	The value of the services is RUB 177,966.10, plus VAT of RUB 32,033.90.
3. Names of parties	OAO "LUKOIL" (Client)
	Russian Public Organisation Russian Union of Industrialists and Entrepreneurs (Contractor)
4. Names of beneficiaries	-
5. Name of transaction	Paid service agreement (hereinafter the "Agreement").

6. Subject of the transaction	In accordance with the Agreement the Contractor undertakes to provide the Client with services on organising and conducting the public certification of the non-financial report "2011–2012 Sustainability Report", and the Client undertakes to pay for these services.
7. Grounds for status as an interested party	Vagit Yusufovich Alekperov, President, Chairman of the Management Committee, and a member of the Board of Directors of OAO "LUKOIL", is simultaneously a member of the Bureau of the Management Board of the Russian Public Organisation Russian Union of Industrialists and Entrepreneurs.
	Alexander Nikolaevich Shokhin, a member of the Board of Directors of OAO "LUKOIL", is simultaneously the President of the Russian Public Organisation Russian Union of Industrialists and Entrepreneurs, and a member of the Bureau of the Management Board of the Russian Public Organisation Russian Union of Industrialists and Entrepreneurs.
	Leonid Arnoldovich Fedun, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Management Board of the Russian Public Organisation Russian Union of Industrialists and Entrepreneurs.
8. Other material terms of the transaction	The cost of services under the Contract is RUB 177,966.10, plus VAT (18%) of RUB 32,033.90, to a total value of the Contract of RUB 210,000.
	Time of provision of the services – from the signing of the Contract to 1 September 2013. The Contract enters into force from the time of its signing, and will remain in effect until the Parties perform their contractual obligations in full.
1. Number of the transaction approved by the Board of	35
Directors
2.1. Price (amount in USD)	The amount of the overdraft is USD 47,725,103.40.
2.2. Price (amount in RUB)	The amount of overdraft is RUB 1,500,000,000.
3. Names of parties	OAO Bank Petrocommerce (Lender) OAO "LUKOIL" (Borrower)
4. Names of beneficiaries	-
5. Name of transaction	Overdraft agreement (hereinafter the "Agreement") to Corporate Resident Bank Account Contract No. 0410828 of 1 June 2004 (hereinafter the "Contract").
6. Subject of the transaction	In accordance with the Contract, the Bank opens a settlement account in Russian currency (the Account) and provides settlement and cash services on the terms and pursuant to the procedure stipulated by the effective legislation of the Russian Federation, the regulatory acts of the Bank of Russia, and the Contract. In accordance with the Agreement, the Lender agrees to credit the Borrower"s account within the limits of the Current Limit of the overdraft established by the Lender by paying the Borrower"s payment documents in the absence or insufficiency of funds on the Borrower"s Account, and the Borrower undertakes to repay the Loans received and pay interest on them, and also other payments to the Lender in the amount, following the procedure, and on the terms stipulated by the Agreement.
7. Grounds for status as an interested party	Alexander Kuzmich Matytsyn, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of Directors of OAO Bank Petrocommerce. Lyubov Nikolaevna Khoba, a member of the Management Committee of OAO "LUKOIL", is the spouse of Alexander Kuzmich Matytsyn, a member of the Board of Directors of OAO Bank Petrocommerce. Leonid Arnoldovich Fedun, a member of the Management Committee of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO Bank Petrocommerce.
	Sergei Anatolievich Mikhailov, a member of the Board of Directors of OAO "LUKOIL", is simultaneously a member of the

	Board of Directors of OAO Bank Petrocommerce.
8. Other material terms of the transaction	For the use of the loan provided under the Agreement, the Borrower will pay the Lender interest at the refinancing rate (discount
	rate) established by the Bank of Russia for the duration of the effective term of the Agreement.
	The loans are provided by the Lender to the Borrower provided that there is no overdue debt on the loan and/or interest under the
	Agreement and/or other loan agreements concluded with the Lender.
	The Contract enters into force from the time of its signing and is valid through 19 June 2014. The end of the effective term of the
	Agreement will not entail the termination of the obligations of the Parties thereunder.
1. Number of the transaction approved by the Board of	36
Directors
2.1. Price (amount in USD)	USD 636,537.24.
2.2. Price (amount in RUB)	RUB 20,000,000.
3. Names of parties	OAO "LUKOIL" (Lender)
	OAO RITEK (Borrower)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental agreement to Loan Agreement No. 1010600* of 8 October 2010.
6. Subject of the transaction	The Parties state the transfer of all rights and obligations of OAO LUKOIL-Volgograd under Loan Agreement No. 1010600 of 8
	October 2010 (hereinafter the "Agreement") concluded between OAO LUKOIL-Volgograd and OAO "LUKOIL", in accordance
	with which the Borrower was provided with a special-purpose loan in an amount not exceeding RUB 20,000,000, to OAO RITEK
	in connection with the reorganisation of OAO LUKOIL-Volgograd in the form of incorporation into OAO RITEK, in connection
	with which all references in the text of the Agreement to OAO LUKOIL-Volgograd are replaced with the words OAO RITEK.
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, the Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the
	Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The Supplemental Agreement shall enter into force from the date of its signing by the authorised representatives of the Parties.
	The Parties have reached agreement on the termination of the effect of the Agreement and confirm that they have no claims
	against each other.
1. Number of the transaction approved by the Board of	37
Directors
2.1. Price (amount in USD)	USD 47,740,292.81.
2.2. Price (amount in RUB)	RUB 1,500,000,000.
3. Names of parties	OAO RITEK (Lender)
	OAO "LUKOIL" (Borrower)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental agreement to Loan Agreement No. 1110142* of 17 March 2011.
6. Subject of the transaction	The Parties state the transfer of all rights and obligations of OAO LUKOIL-Volgograd under Loan Agreement No. 1110142 of 17
	March 2011 (hereinafter the "Agreement") concluded between OAO LUKOIL-Volgograd and OAO "LUKOIL", under which the
	Lender provided the Borrower with a special-purpose loan in an amount not exceeding RUB 1,500,000,000, to OAO RITEK in
	connection with the reorganisation of OAO LUKOIL-Volgograd in the form of incorporation into OAO RITEK, in connection
	with which all references in the text of the Agreement to OAO LUKOIL-Volgograd are replaced with the words OAO RITEK,
	and article 15 of the Agreement "Addresses and banking details of the Parties" is replaced with a new version.

7. Grounds for status as an interested party	Valery Isaakovich Grayfer, the Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The Supplemental Agreement enters into force from the time of its signing by the authorised representatives of the Parties and extends to legal relations between the parties arising from 26 April 2013.
1. Number of the transaction approved by the Board of	38
Directors
2.1. Price (amount in USD)	USD 7,648.18
2.2. Price (amount in RUB)	RUB 240,000
3. Names of parties	Non-Profit Partnership Institute of Internal Auditors (Contractor) OAO "LUKOIL" (Client)
4. Names of beneficiaries	-
5. Name of transaction	Service contract (hereinafter the "Contract").
6. Subject of the transaction	Pursuant to the Contract, the Contractor undertakes to provide the Client services on the preparation for and holding of seminars on the topic "Internal audit at the enterprise" by the deadlines indicated in Appendix No. 1, and the Client undertakes to pay for the Contractor"s services in accordance with the terms of the Contract.
7. Grounds for status as an interested party	Sergei Nikolaevich Malyukov, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of Non-Profit Partnership Institute of Internal Auditors.
8. Other material terms of the transaction	The Contract will enter into force from the time of its signing, and will remain in force until the Parties have discharged in full the obligations they have accepted pursuant to the terms of the Contract. The list of representatives of the Client to be sent to participate in the seminars is indicated in Appendix No. 2.
1. Number of the transaction approved by the Board of Directors	39
2.1. Price (amount in USD)	The approximate amount of the commission fee is USD 856,598.98.
2.2. Price (amount in RUB)	The approximate amount of the commission fee is RUB 27,000,000.
3. Names of parties	OAO RITEK (Principal) OAO "LUKOIL" (Commission Agent)
4. Names of beneficiaries	-
5. Name of transaction	Commission agreement (hereinafter the "Agreement").
6. Subject of the transaction	The Commission Agent undertakes for a fee to perform a transaction involving the sale of the Principal"s oil (hereinafter the "goods") on the foreign market in its own name, but on the instructions and at the expense of the Principal on FOB Kamenny (Gulf of Ob) and/or FOB Murmansk terms.
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, the Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The Commission Agent is obligated to conclude a contract with a foreign legal entity (hereinafter the "Buyer") in its own name, and to ensure the conditions necessary for its execution (including the resolution of all disputes arising during the performance of the contract). The commission fee is 180 roubles per net tonne of goods sold to the Buyer, plus VAT in the amount of 18% of the commission fee. The Agreement enters into force from the time of its signing, and will remain in force until 30 June 2014, and as regards mutual settlements – until they have been completed in full.

1. Number of the transaction approved by the Board of	40
Directors
2.1. Price (amount in USD)	USD 339,729,474.68
2.2. Price (amount in RUB)	RUB 10,800,000,000
3. Names of parties	ZAO Samara-Nafta (Borrower)
	OAO "LUKOIL" (Lender)
4. Names of beneficiaries	-
5. Name of transaction	Loan Agreement No. 1310258 of 29 April 2013 (hereinafter the "Agreement") and the Supplemental Agreement thereto.
6. Subject of the transaction	In accordance with the Agreement, the Lender provides the Borrower with a revolving special-purpose loan (either in a lump sum or in instalments (hereinafter "tranches")), the total amount of debt on which may not exceed RUB 7,800,000,000 at any time during the effective term of the Agreement, on the terms and conditions stipulated by the Agreement, and the Borrower undertakes to repay the funds received and to pay interest thereon by the dates and pursuant to the procedure indicated in the Agreement. In accordance with the Supplemental Agreement to the Agreement: - the amount of the loan under the Agreement has been increased by RUB 3,000,000,000; - point 1.1 of article 1 of the "Subject of the Agreement" is set out in a new version stipulating an increase in the loan amount to
	RUB 10,800,000,000.
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK – the management company of ZAO Samara-Nafta.
8. Other material terms of the transaction	The Borrower will pay the Lender interest at a rate to be determined and calculated by the Lender in accordance with the Marketing Policy for Determining Interest Rates on Loans Between OAO "LUKOIL" and the Russian Organisations of the LUKOIL Group, approved by decision of the Management Committee of OAO "LUKOIL" of 30 August 2006 (minutes No. 26), as amended, for loans with a term of 3 to 5 years. The Borrower will be notified by the Lender in writing of a change in the interest rate for the next interest period. The Borrower will be entitled to repay the loan and interest accrued thereon early (in part or in full). The loan is provided on a revolving basis with pay-back period up to 31 December 2016 inclusive.
1. Number of the transaction approved by the Board of	41
Directors
2.1. Price (amount in USD)	USD 3,689.17 per month, plus VAT of USD 664.05.
2.2. Price (amount in RUB)	RUB 118,570 per month, plus VAT of RUB 21,342.60.
3. Names of parties	OOO LUKOIL Trading House (Lessee)
	OAO "LUKOIL" (Lessor)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Property Lease Agreement No. 1110996 of 30.11.2011 (hereinafter the "Agreement")*
6. Subject of the transaction	Pursuant to the Agreement, the Lessor provides and the Lessee accepts, for a fee, for the temporary use by the Lessee of the
	property (furniture) listed in Appendix No.1 to the Agreement.
	In accordance with the Supplemental Agreement to the Agreement:
	- on 3 June 2013 the Lessee will return, and the Lessor will accept pursuant to a transfer and acceptance certificate, property worth
	RUB 7,812,921.79 listed in Annex 1 to the Supplemental Agreement;
	- on 04 June 2013 the total value of the property transferred to the Lessee under the Agreement will equal RUB9,273,021.10;

	- from 4 June 2013 the amount of the property lease payment will equal RUB 118,570 per month, plus VAT of RUB 21,342.60. The total lease payment under the Agreement will equal RUB 139,912.60 per month, including VAT.
7. Grounds for status as an interested party	Valery Sergeevich Subbotin, a member of the Management Committee of OAO "LUKOIL", is the brother of Alexander Sergeevich Subbotin, a member of the Management Committee of OOO LUKOIL Trading House.
8. Other material terms of the transaction	The Supplemental Agreement enters into force from the date of its signing.
1. Number of the transaction approved by the Board of	42
Directors
2.1. Price (amount in USD)	USD 726,010,101.01
2.2. Price (amount in RUB)	RUB 23,000,000,000
3. Names of parties	OAO RITEK (Lender)
	OAO "LUKOIL" (Borrower)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Loan Agreement No. 0810843 of 13.10.2008 (hereinafter the "Agreement").
6. Subject of the transaction	In accordance with the Agreement, the Lender provides the Borrower with a special-purpose loan in the amount of up to
	RUB 18,000,000,000 on the terms stipulated by the Agreement, and the Borrower undertakes to return the loan received and pay interest
	thereon by the dates and pursuant to the procedure indicated in the Agreement.
	In accordance with the Supplemental Agreement:
	- the loan amount under the Agreement is increased by RUB 5,000,000,000;
	- point 1.1 of the Agreement is being re-worded stipulating an increase of the loan to RUB 23,000,000,000 .
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, the Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The Supplemental Agreement enters into force from the date of its signing by authorised representatives of the Parties and extends to the Parties" legal relations arising from 06.06.2013.
1. Number of the transaction approved by the Board of Directors	43
2.1. Price (amount in USD)	USD 96,016.39 per month, plus VAT of USD 17,282.95.
2.2. Price (amount in RUB)	RUB 3,041,799.14 per month, plus VAT of RUB 547,523.84
3. Names of parties	OAO "LUKOIL" (Lessor)
	OOO LUKOIL Trading House (Lessee)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Lease Agreement No. 0910352 of 1 June 2009 on non-residential premises (hereinafter the "Agreement")*.
6. Subject of the transaction	In accordance with the Agreement, the Lessor provides to the Lessee for temporary use the non-residential premises with a total area of 3,115.4 m2 , located in the building at the address: 3 Pokrovsky bulvar, bldg. 1, Moscow (hereinafter the "Building"). In accordance with the Supplemental Agreement to the Agreement: - on 3 June 2013 the Lessee will return, and the Lessor will accept pursuant to a transfer and acceptance certificate, non residential premises with a total area of 1,201.4 m2 , specifically: rooms No. 51, 52 located (according to the BTI passport) in Premises I on the 1st floor of the Building; rooms No. 41, 41a, 41b, 42, 43, 44, 46, 47, 47a, 49, 159, located (according to the BTI passport) in Premises I on the 2nd floor of the Building; rooms No. 2, 32, 33, 34, 36, 37, 38, 39, 40, 45, 46, 47, 49, 50, 66, 83, 84, 85, 86, 87, 90, 104, 123, 124, 125, 125a, 125b, 126, 168, 168a, located (according to the BTI passport) in Premises I on the 3rd floor of the Building;

	from 4 June 2013 the total area of all premises leased will be 1,914 m2 - ;
	from 4 June 2013 the amount of the lease payment for the use of the Premises with a total area of 238 m2 - , located in the
	basement of the Building, will equal 314,156.63 roubles per month, plus VAT of 56,548.19 roubles, and for the use of the
	premises with a total area of 1,676 m2 , located on the 1st, 2nd and 3rd floors, will equal 2,727,642.51 roubles per month, plus VAT
	of 490,975.65 roubles;
	- from 4 June 2013 the total lease payment under the Agreement will equal RUB 3,041,799.14 per month, plus VAT of RUB
7. Grounds for status as an interested party	547,523.84 Valery Sergeevich Subbotin, a member of the Management Committee of OAO "LUKOIL", is the brother of Alexander
	Sergeevich Subbotin, a member of the Management Committee of OOO LUKOIL Trading House.
8. Other material terms of the transaction	The Supplemental Agreement enters into force from the time of its signing and extends to the legal relations between the
	Parties arising from 3 June 2013.
1. Number of the transaction approved by the Board of	44
Directors
2.1. Price (amount in USD)	The lease payment equals USD 721.71 per month, plus VAT of USD 130.24.
2.2. Price (amount in RUB)	The lease payment is RUB 23,660 per month, plus VAT of RUB 4,258.80.
3. Names of parties	OAO "LUKOIL" (Lessor)
	OAO Spartak Stadium (Lessee)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Lease Agreement No. 0810612 on non-residential premises of 14 July 2008 (hereinafter the
	"Agreement")*.
6. Subject of the transaction	In accordance with the Agreement, the Lessor undertakes to provide to the Lessee for temporary use the non-residential premises
	with a total area of 16.9 m2 , specifically room No. 77, located in Premises No. VIII in the basement of the building at the address:
	16,500 per m2 In accordance with the Supplemental Agreement, from 1 July 2013 the lease payment will be increased from RUB
	of total floor space per year (plus VAT of RUB 2,970) to RUB 16,800 per m2 of total floor space per year (plus VAT of RUB
	3,024.00).
	From 1 July 2013, the total payment due per month will be RUB 23,660.00, plus VAT of RUB 4,258.80.
7. Grounds for status as an interested party	Leonid Arnoldovich Fedun, a member of the Board of Directors of OAO "LUKOIL", is simultaneously the brother of Andrei
	Arnoldovich Fedun, the General Director of OAO Spartak Stadium.
8. Other material terms of the transaction	The Supplemental Agreement enters into force from the date of its signing and extends to the relations between the parties arising
	from 1 July 2013.
1. Number of the transaction approved by the Board of	45
Directors
2.1. Price (amount in USD)	USD 18.26 per month, plus VAT of USD 3.29
2.2. Price (amount in RUB)	RUB 590.68 per month, plus VAT of RUB 106.32
3. Names of parties	OAO Bank Petrocommerce (Bank)
	OAO "LUKOIL" (Company)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental agreement to Contract No. 0910479 of 1 July 2009 on provision of premises for the installation of an
	automated teller machine (hereinafter, the "Contract").*
6. Subject of the transaction	Pursuant to the Contract, the Company undertakes, for a fee, to provide the Bank with premises at the Properties located at
	the addresses: Moscow, 3 ul. Bolshaya Ordynka, room No. 18 (lobby) and Moscow, 5 Ulansky per., building 1 (portal) for
	installation of automated teller machines belonging to the Bank, to provide cash withdrawal services using international

	banking cards.
	Based on the Supplemental Agreement to the Contract:
	1. The Bank agrees to return to the Company on 30 September 2013 pursuant to a transfer and acceptance certificate the part
	of the Company"s premises located at the address: Moscow, 3 ul. Bolshaya Ordynka, room 18 (vestibule), marked in red and
	blue in Appendix No. 2 (premises No. 1 and No. 2). Appendix No. 2 will be removed from the Contract.
	2. A new version of point 1.2 of the Contract will be set forth, stipulating that the Property means the part of the Company"s premises located at the address: Moscow, 5 Ulansky per., bldg. 1 (portal).
	3. A new version of point 1.6 of the Contract will be set forth, stipulating that the title to the premises belongs to the
	Company.
	4. A new version of point 3.1 of the Contract will be set forth, stipulating that from 1 October 2013 the Bank will pay the
	Company RUB 590.68 per month, plus VAT of RUB 106.32 per month for the premises.
7. Grounds for status as an interested party	Alexander Kuzmich Matytsyn, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member
	of the Board of Directors of OAO Bank Petrocommerce.
	Lyubov Nikolaevna Khoba, a member of the Management Committee of OAO "LUKOIL", is the spouse of Alexander
	Kuzmich Matytsyn, a member of the Board of Directors of OAO Bank Petrocommerce.
	Leonid Arnoldovich Fedun, a member of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the
	Board of Directors of OAO Bank Petrocommerce.
	Sergei Anatolievich Mikhailov, a member of the Board of Directors of OAO "LUKOIL", is simultaneously a member of the
	Board of Directors of OAO Bank Petrocommerce.
8. Other material terms of the transaction	The Supplemental Agreement will enter into force from the date of its signing.
1. Number of the transaction approved by the Board of Directors	46
2.1. Price (amount in USD)	USD 93,227.89 per month, plus VAT of USD 16,781.02
2.2. Price (amount in RUB)	RUB 3,015,922.34 per month, plus VAT of RUB 542,866.02
3. Names of parties	OAO "LUKOIL" (Lessor)
	OOO LUKOIL Trading House (Lessee)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental agreement to Lease Agreement No. 0910352 of 1 June 2009 on non-residential premises (hereinafter the
	"Agreement")*.
6. Subject of the transaction	In accordance with the Agreement, the Lessor provides to the Lessee for temporary use the non-residential premises with a
	total area of 1,914 m2 , located in the building at the address: 3 Pokrovsky bulvar, bldg. 1, Moscow (hereinafter the
	"Building").
	In accordance with the Supplemental Agreement to the Contract:
	- on 31 July 2013 the Lessee will return, and the Lessor will accept pursuant to a transfer and acceptance certificate, non residential premises with a total area of 98.8 m2 , specifically: rooms No. 119, 120, and 121, located (according to the BTI
	passport) in Premises No. I on the 3rd floor of the Building;
	- on 1 August 2013 the Lessee will transfer, and the Lessor will accept pursuant to a transfer and acceptance certificate, non
	a total area of 82.9 m2 residential premises with , specifically: rooms No. 32, 33, 34, 168 and 168a, located (according to the
	BTI passport) in Premises No. I on the 3rd floor of the Building;
	from 1 August 2013 the total area of all premises leased will be 1,898.1 m2 - ;
	from 1 August 2013 the amount of the lease payment for the use of the Premises with a total area of 238 m2 - , located in the
	basement of the Building, will equal RUB 314,156.63 per month, plus VAT of RUB 56,548.19; and for the use of the
	premises with a total area of 1,660.1 m2 , located on the 1st, 2nd and 3rd floors, will equal RUB 2,701,765.71 per month, plus

	VAT of RUB 486,317.83;
	- from 1 August 2013 the total lease payment under the Agreement will equal RUB 3,015,922.34 per month, plus VAT of RUB 542,866.02.
7. Grounds for status as an interested party	Valery Sergeevich Subbotin, a member of the Management Committee of OAO "LUKOIL", is the brother of Alexander Sergeevich Subbotin, a member of the Management Committee of OOO LUKOIL Trading House.
8. Other material terms of the transaction	The Supplemental Agreement enters into force from the time of its signing and extends to the legal relations between the Parties arising from 31 July 2013.
1. Number of the transaction approved by the Board of Directors	47
2.1. Price (amount in USD)	USD 199,343,695.93
2.2. Price (amount in RUB)	RUB 6,566,182,000.
3. Names of parties	OAO "LUKOIL" (Lender) OOO Bashneft-Polyus (Borrower)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental agreement to Loan Agreement No. BP/z/9/12/FIN/1210022 of 19 January 2012 (hereinafter the "Agreement")*.
6. Subject of the transaction	In accordance with the Agreement, and also the concluded Agreement on the Terms of Financing by the Participants in the Operations of OOO Bashneft-Polyus No. 1111116 of 27 December 2011 (hereinafter the "Financing Agreement") concluded between the Borrower, the Lender and OAO ANK Bashneft (the second participant in OOO Bashneft-Polyus), the Lender provides the Borrower with funds in an amount up to RUB 2,850,000,000 on conditions of repayment, interest payment, maturity and targeted use. The Borrower undertakes to use the funds received in accordance with the designated purpose and to repay the funds received to the Lender and also to pay interest thereon by the dates and pursuant to the procedure indicated in the Agreement and the Financing Agreement. In accordance with the Supplemental Agreement: - the amount of the loan under the Agreement has been increased by RUB 3,716,182,000; - point 2.1 of the Agreement is set out in a new version stipulating an increase in the loan amount to RUB 6,566,182,000.
7. Grounds for status as an interested party	Azat Angamovich Shamsuarov, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of Directors of OOO Bashneft-Polyus.
8. Other material terms of the transaction	The other terms of the Agreement remain unchanged. The Supplemental Agreement shall enter into force from the date of its signing by the authorized representatives of the Parties.
1. Number of the transaction approved by the Board of Directors	48
2.1. Price (amount in USD)	USD 87,109.07 per month, plus VAT of USD 15,679.40.
2.2. Price (amount in RUB)	RUB 2,867,822.42 per month, plus VAT of RUB 516,208.03.
3. Names of parties	OAO "LUKOIL" (Lessor) OOO LUKOIL Trading House (Lessee)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Lease Agreement No. 0910352 of 1 June 2009 on non-residential premises (hereinafter the "Agreement").*
6. Subject of the transaction	In accordance with the Agreement and the Supplemental Agreements thereto, the Lessor provides to the Lessee for

temporary use the non-residential premises with a total area of 1,898.1 m2 , located in the building at the address: 3 Pokrovsky bulvar, building 1, Moscow (hereinafter the "Building"). In accordance with the Supplemental Agreement: - from 13 August 2013 the Lessee will return and the Lessor will accept under a protocol of transfer the non-residential premises, specifically room No. 53, with a total area of 91 m2 , located pursuant to the BTI certificate in Premises No. I on the first floor of the Building; from 14 August 2013 the total area of all leased premises will be 1,807.1 m2 - ; size of the lease payment for the use of the Premises with a total area of 238.0 m2 - from 14 August 2013 the located in the basement of the Building will be RUB 15,839.83 per square meter of total area per year, plus VAT of RUB 2,851.17; and for the use of premises with a total area of 1,569.1 m2 located on the 2nd and 3rd floors, the lease payment will be RUB 19,529.66 per square meter of total area per year, plus VAT of RUB 3,515.34; - from 14 August 2013 the total lease payment under the Agreement will equal RUB 2,867,822.42 per month, plus VAT of
RUB 516,208.03.
Valery Sergeevich Subbotin, a member of the Management Committee of OAO "LUKOIL", is the brother of Alexander Sergeevich Subbotin, a member of the Management Committee of OOO LUKOIL Trading House.
The Supplemental Agreement enters into force from the time of its signing and extends to the legal relations between the parties arising from 13 August 2013.
49
USD 4,754,688.16, plus VAT of USD 855,843.87.
RUB 156,779,661.02, plus VAT of RUB 28,220,338.98.
OAO FK Spartak-Moskva [Spartak Moscow Football Club] (Club) OAO "LUKOIL" (Sponsor)
-
Supplemental agreement to Sponsorship Agreement No. 1310184 of 4 April 2013 (hereinafter the "Agreement")*.
Under the Agreement, the Sponsor provides sponsorship assistance to the Club in the amount of RUB 120,000,000 aimed at preparing the Club"s professional sportsmen for national competitions (the Russian Championship, the Russia Cup) and international competitions in accordance with the official match schedule, on terms of distribution of the Sponsor"s advertising in accordance with the Agreement. In accordance with the Supplemental Agreement, point 4.1 of the Agreement is set out in a new version, stipulating the increase in the value of advertising services to RUB 156,779,661.02 plus VAT of RUB 28,220,338.98. The total value of services with VAT is RUB 185,000,000. The total size of the sponsorship contribution is RUB 185,000,000.

7. Grounds for status as an interested party	Leonid Arnoldovich Fedun, a member of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO FC Spartak Moscow, and his brother Andrei Arnoldovich Fedun is a member of the Board of Directors of OAO FC Spartak Moscow. Alexander Kuzmich Matytsyn, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of Directors of OAO FK Spartak-Moskva. Lyubov Nikolaevna Khoba, a member of the Management Committee of OAO "LUKOIL", is the spouse of Alexander Kuzmich Matytsyn, a member of the Board of Directors of OAO FC Spartak Moscow. Sergei Anatolievich Mikhailov, a member of the Board of Directors of OAO "LUKOIL", is simultaneously a member of the Board of Directors of OAO FK Spartak-Moskva.
8. Other material terms of the transaction	The supplemental agreement enters into force from the time of its signing and extends to relations between the Parties arising from 1 July 2013.
1. Number of the transaction approved by the Board of Directors	50
2.1. Price (amount in USD)	The value of the property is USD 763,487.95, plus VAT of USD 137,427.83.
2.2. Price (amount in RUB)	The value of the property is RUB 25,240,911.63, plus VAT of RUB 4,543,364.09.
3. Names of parties	OAO "LUKOIL" (Seller) OAO RITEK (Buyer).
4. Names of beneficiaries	-
5. Name of transaction	Property purchase contract (hereinafter the "Contract").
6. Subject of the transaction	In accordance with the Contract, the Seller undertakes to transfer, and the Buyer undertakes to accept ownership of the property indicated in Appendices No. 1 and 2 to the Contract, and to pay the price determined in the Contract.
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK. Azat Angamovich Shamsuarov, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The Seller shall transfer to the Buyer the property under acts of transfer and acceptance of property within five business days of the signing of the Contract. The title to the property shall be transferred to the Buyer from the time of signing by the Parties of the Act of transfer and acceptance and the consignment note. The Contract enters into force from the time of its signing, and shall remain in effect until the Parties perform their obligations in full.
1. Number of the transaction approved by the Board of Directors	51
2.1. Price (amount in USD)	USD 737,620,772.95
2.2. Price (amount in RUB)	RUB 24,430,000,000
3. Names of parties	OAO RITEK (Lender) OAO "LUKOIL" (Borrower)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental agreement to Loan Agreement No. 0810843 of 13 October 2008 (hereinafter the "Agreement").

6. Subject of the transaction	In accordance with the Agreement and supplemental agreements, the Lender provides the Borrower with a special-purpose loan in an amount up to RUB 23,000,000,000 on the terms stipulated by the Agreement, and the Borrower undertakes to repay the funds received and to pay interest thereon by the dates and pursuant to the procedure indicated in the Agreement. In accordance with the Supplemental Agreement to the Agreement: - the amount of the loan under the Agreement has been increased by RUB 1,430,000,000; - point 1.1 of the Agreement is set out in a new version stipulating an increase in the loan amount to RUB 24,430,000,000.
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK. Azat Angamovich Shamsuarov, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The Supplemental Agreement enters into force from the time of its signing by the authorised representatives of the Parties and extends to legal relations between the parties arising from 22 August 2013.
1. Number of the transaction approved by the Board of Directors	52
2.1. Price (amount in USD)	The lease payment equals USD 8,970.68 per month, plus VAT of USD 1,614.72.
2.2. Price (amount in RUB)	The lease payment equals RUB 298,275 per month, plus VAT of RUB 53,689.50.
3. Names of parties	OAO Bank Petrocommerce (Lessee) OAO "LUKOIL" (Lessor)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Lease Agreement No. 0910680 of 1 October 2009 on non-residential premises (hereinafter the "Agreement").*
6. Subject of the transaction	Pursuant to the Agreement, the Lessor provides for the temporary use of the Lessee and the Lessee accepts non-residential premises with a total area of 174.6 m2 , located in Premises III and Premises II on floor "V" (stylobate section) of the building at the address: 11 Sretensky bulvar, Moscow. Pursuant to the Supplemental Agreement to the Agreement, paragraphs are added to point 3.1 of the Agreement stipulating that from 1 October 2013 the lease payment for use of the premises will equal RUB 20,500 per m2 of total area a year, plus VAT of RUB 3,690, i.e. from 1 October 2013 a total of RUB 298,275 a month, plus VAT of RUB 53,689.50, is due for payment. The total lease payment under the Agreement equals RUB 351,964.50 per month, including VAT.
7. Grounds for status as an interested party	Alexander Kuzmich Matytsyn, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of Directors of OAO Bank Petrocommerce. Lyubov Nikolaevna Khoba, a member of the Management Committee of OAO "LUKOIL", is the spouse of Alexander Kuzmich Matytsyn, a member of the Board of Directors of OAO Bank Petrocommerce. Leonid Arnoldovich Fedun, a member of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO Bank Petrocommerce. Sergei Anatolievich Mikhailov, a member of the Board of Directors of OAO "LUKOIL", is simultaneously a member of the Board of Directors of OAO Bank Petrocommerce.
8. Other material terms of the transaction	The Supplemental Agreement enters into force from the date of its signing.
1. Number of the transaction approved by the Board of Directors	53
2.1. Price (amount in USD)	USD 529,340,592.86
2.2. Price (amount in RUB)	RUB 17,500,000,000

3. Names of parties	ZAO Samara-Nafta (Borrower) OAO "LUKOIL" (Lender)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Loan Agreement No. 1310258 of 29 April 2013 (hereinafter the "Agreement").*
6. Subject of the transaction	In accordance with the Agreement and Supplemental Agreement No. 1 thereto, the Lender provides the Borrower with a revolving special-purpose loan (either in a lump sum or in instalments (tranches)), the total amount of debt on which may not exceed RUB 10,800,000,000 at any time during the effective term of the Agreement, on the terms and conditions stipulated by the Agreement, and the Borrower undertakes to repay the funds received and to pay interest thereon by the dates and pursuant to the procedure indicated in the Agreement.
	In accordance with the Supplemental Agreement to the Agreement: - the amount of the loan under the Agreement is increased by RUB 6,700,000,000; - point 1.1 of the Agreement is set out in a new version stipulating an increase in the loan amount to RUB 17,500,000,000.
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK – the management company of ZAO Samara-Nafta. Azat Angamovich Shamsuarov, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of Directors of OAO RITEK – the management company of ZAO Samara-Nafta
8. Other material terms of the transaction	The Supplemental Agreement enters into force from the time of its signing.
1. Number of the transaction approved by the Board of Directors	54
2.1. Price (amount in USD)	USD 520,311.13, plus VAT of USD 93,656
2.2. Price (amount in RUB)	RUB 16,556,300, plus VAT of RUB 2,980,134
3. Names of parties	OAO RITEK (Buyer). OAO "LUKOIL" (Seller)
4. Names of beneficiaries
5. Name of transaction	Sale-purchase agreement (hereinafter the "Agreement").
6. Subject of the transaction	Pursuant to the Agreement, the Seller undertakes to transfer into the ownership of the Buyer equipment, a list of which is given in Appendix No. 1 to the Agreement (access control system, integrated security system, network video surveillance system, etc.) located in the building at the address: 3 B. Ordynka, Moscow, and the Buyer undertakes to accept the equipment and to pay the price determining in the Agreement for it.
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK. Azat Angamovich Shamsuarov, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The title to the equipment shall be transferred to the Buyer at the time of signing of the act of acceptance by the Parties.
	The Agreement will enter into force from the time of its signing, and extends to the legal relations between the Parties arising from 1 October 2013, and will remain in force until the Parties have performed their obligations in full.
1. Number of the transaction approved by the Board of Directors	55
2.1. Price (amount in USD)	USD 103,800,000.
2.2. Price (amount in RUB)	RUB 3,302,916,000.

3. Names of parties	OAO "LUKOIL" (Guarantor)
	THE ROYAL BANK OF SCOTLAND PLC and/or THE ROYAL BANK OF SCOTLAND PLC Head Office Edinburgh
	Istanbul Main Branch (together the Lenders, and each individually a Lender).
4. Names of beneficiaries	LUKOIL EURASIA PETROL ANONIM ŞIRKETI (Borrower)
5. Name of transaction	Agreement on assuming obligations and entering amendments in respect of the Guarantee of 21 July 2008, with amendments
	made by the contract on amendments of 16 September 2008, confirmed by the agreements on assuming obligations of 5
	December 2008, 1 September 2009, 19 July 2010, 18 July 2011 and 2 July 2012 and provided by OAO "LUKOIL" as the
	Guarantor in favour of THE ROYAL BANK OF SCOTLAND PLC and/or THE ROYAL BANK OF SCOTLAND PLC
	Head Office Edinburgh Istanbul Main Branch as the Lenders (hereinafter the Agreement).
6. Subject of the transaction	In accordance with the Agreement:
	- the Lenders are replaced in the text of the Guarantee, taking into account the fact that the rights and obligations of ABN
	AMRO BANK N.V. and ABN AMRO BANK N.V. Head Office Amsterdam Istanbul Branch under the Loan Agreements
	concluded with the Borrower on 21 July 2008, as subsequently amended (the Loan Agreements), were transferred
	respectively to THE ROYAL BANK OF SCOTLAND PLC and/or THE ROYAL BANK OF SCOTLAND PLC Head
	Office Edinburgh Istanbul Main Branch as a result of sequential reorganizations and intragroup assignments;
	- in connection with the increase in the credit limit to USD 103,800,000 and the extension of the Loan Agreements by 365
	days, the Guarantor guarantees each Lender that the Borrower will duly and promptly discharge all of its obligations under
	the Loan Agreements;
	- the amount of the Guarantor"s liability is limited to the principal debt in the amount of USD 103,800,000 (or the equivalent
	thereof in any other currency or currencies), plus all accrued interest, penalties, fees, documented expenses, costs and other
	amounts due and payable (or indicated as due and payable) to the Lenders;
	- section 17 of the Guarantee "Governing law and jurisdiction" is set out in a new version in connection with the exclusion of
	the competency of English courts to consider disputes; the new version stipulates that any dispute arising from or in
	connection with the Guarantee must be considered in a court of arbitration in accordance with the Rules of the London Court
	of International Arbitration (LCIA).
7. Grounds for status as an interested party	Vadim Nikolaevich Vorobyov, a member of the Management Committee of OAO "LUKOIL", is simultaneously the
	Chairman of the Board of Directors of LUKOIL EURASIA PETROL ANONIM ŞIRKETI.
8. Other material terms of the transaction	No other material terms stipulated.
1. Number of the transaction approved by the Board of	56
Directors
2.1. Price (amount in USD)	USD 103,800,000, fees of USD 2,500, plus VAT of USD 450
2.2. Price (amount in RUB)	RUB 3,302,916,000, fees of RUB 79,550, plus VAT of RUB 14,319
3. Names of parties	OAO "LUKOIL" (Guarantor)
	LUKOIL EURASIA PETROL ANONIM ŞIRKETI (Debtor)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Indemnification Agreement No. 0810575 of 21 July 2008 (hereinafter the "Agreement").
6. Subject of the transaction	In accordance with the Agreement and Supplemental Agreement No. 1 thereto, the Parties have agreed that the amount paid
	by the Guarantor to ABN AMRO Bank N.V. (hereinafter the Bank) in discharge of obligations under the Guarantee between
	the Guarantor and the Bank of 21 July 2008, issued in security of the performance of the Debtor"s obligations under the
	Loan Agreement with the Bank of 21 July 2008, in the amount of USD 78,800,000, plus interest, forfeits, penalty interest,
	fines and other guaranteed payments (hereinafter the Guarantee), shall be considered the amount due to be repaid by the
	Debtor to the Guarantor with interest, on the terms, by the deadlines, and pursuant to the procedure determined by the

	Agreement.
	In accordance with the Supplemental Agreement to the Agreement:
	- in the text of the Agreement, the words "Bank" and "Loan Agreement" are replaced by the words "Banks" (THE ROYAL
	BANK OF SCOTLAND PLC and/or THE ROYAL BANK OF SCOTLAND PLC Head Office Edinburgh Istanbul Main
	Branch) and "Loan Agreements", and the names of the Banks are revised;
	- point 1.1 of the Agreement is set out in a new version which stipulates an increase in the amount of the Guarantee issued in
	security of the performance of the Debtor"s obligations to the Banks under the Loan Agreements, from USD 78,800,000 to
	USD 103,800,000;
	- in article 15 "Addresses and details of the Parties", the details of the Debtor are set out in a new version.
7. Grounds for status as an interested party	Vadim Nikolaevich Vorobyov, a member of the Management Committee of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of LUKOIL EURASIA PETROL ANONIM ŞIRKETI.
8. Other material terms of the transaction	In connection with the increase of the amount under the Guarantee, and Debtor undertakes within 180 calendar days from the
	time of signing of the Supplemental Agreement, to pay in favor of the Guarantor the amount of USD 2,500, plus VAT of
	USD 450, as a fee to the Guarantor for providing the guarantee in respect of the amount by which the Guarantor"s liability
	under the Guarantee increased.
1. Number of the transaction approved by the Board of Directors	57
2.1. Price (amount in USD)	USD 215,450, 907.97
2.2. Price (amount in RUB)	RUB 7,000,000, 000
3. Names of parties	OAO RITEK (Lender)
	OAO "LUKOIL" (Borrower)
4. Names of beneficiaries
5. Name of transaction	Loan agreement (hereinafter the "Agreement").
6. Subject of the transaction	In accordance with the Agreement, the Lender provides the Borrower with a revolving special-purpose loan (either in a lump
	sum or in instalments (tranches)) to finance the Borrower"s activity in accordance with its Charter, the total amount of debt
	on which may not exceed RUB 7,000,000,000 at any time during the effective term of the Agreement, on the terms and
	conditions stipulated by the Agreement, and the Borrower undertakes to repay the funds received and to pay interest thereon
	by the dates and pursuant to the procedure indicated in the Agreement.
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, the Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of
	the Board of Directors of OAO RITEK.
	Azat Angamovich Shamsuarov, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member
	of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The loan is provided for a term up to 31 December 2013, with an early repayment option. The Borrower will pay the Lender
	interest at a rate to be determined in accordance with the Marketing Policy for determining interest rates on loans between
	OAO "LUKOIL" and the Russian organisations of the LUKOIL Group (hereinafter the Marketing Policy), approved by
	decision of the Management Committee of OAO "LUKOIL" dated 30 August 2006 (Minutes No. 26), as amended, for loans
	with a term of up to one year. The Borrower will be notified by the Lender in writing of a change in the interest rate for the
	next interest period.
	The Borrower will pay accrued interest on a quarterly basis, starting from the date when the loan is issued and up to the end
	date of the term of the loan, within 5 business days after the end of the quarter.
	The Agreement will enter into force from the time when the funds are transferred to the Borrower, and will cease to have
	effect after the performance by the Parties of their obligations.

the transaction approved by the Board of 58
USD 2,508,516.57
RUB 81,000,000
OAO "LUKOIL" (Company)
Non-Profit Charity Organisation Russian Olympians Foundation (Foundation)
-
Donation contract (hereinafter the "Contract").
In accordance with the Contract, the Company will make a gratuitous charitable contribution of RUB 81,000,000 to the Foundation, and the Foundation undertakes to use the funds received to support and develop the Russian Olympic movement and for other charter activity of the Foundation.
Vagit Yusufovich Alekperov, President, Chairman of the Management Committee, and member of the Board of Directors of OAO "LUKOIL", is simultaneously a member of the Foundation"s Board of Trustees and a founder (participant) of the Foundation.
The Company has the right to request a report from the Foundation on the use of the funds. The Company also has the right to terminate the Contract early and to demand the return of the funds if they are being used by the Foundation for goals other than those stipulated in the Contract. The Contract will remain in effect until the performance by the Parties of their obligations in full.
59
The approximate amount of the annual agency fee will equal USD 26.30, plus VAT of USD 4.73. The approximate amount
of the Agent"s reimbursable expenses for the year will equal USD 663,014.13, plus VAT of USD 47,342.54.
The approximate amount of the annual agency fee will equal RUB 837.70, plus VAT of RUB 150.79. The approximate amount of the Agent"s reimbursable expenses for the year will equal RUB 8,377,000, plus VAT of RUB 1,507,860.
OAO "LUKOIL" (Agent) ООО LUKOIL-KMN (Principal)
-
Agency agreement (hereinafter, the "Agreement").
Pursuant to the Agreement, at the request of the Principal the Agent undertakes to conclude a contract with ZAO KPMG in its own name but at the expense of the Principal, on the performance of an audit of the Principal"s financial statements for 2013 in accordance with Russian legal requirements regarding preparation of financial statements.
Lyubov Nikolaevna Khoba, a member of the Management Committee of OAO "LUKOIL", is the mother of Yury Yurievich Khoba, a member of the Management Committee of ООО LUKOIL-KMN
The Agent undertakes to provide the Principal with a report on the exercise of the agency authority within 5 business days from the Agent"s latest payment to ZAO KPMG for the audit of the Principal"s financial statements. The Principal undertakes to reimburse the Agent for all expenses incurred thereby in connection with the exercise of the agency authority, including VAT (18%), and pay the Agent"s fee no later than 10 business days from the date the Agent"s report is approved. The Agent"s fee shall be set at 0.01% of the amount of the Agent"s expenses incurred under the contract with ZAO KPMG, plus VAT of 18%. The Agreement enters into force from the date it is signed by authorized representatives of the Parties and shall remain
1. Number of the transaction approved by the Board of

	in effect until the Parties perform their obligations in full.
1. Number of the transaction approved by the Board of Directors	60
2.1. Price (amount in USD)	The approximate amount of the annual agency fee will equal USD 58.52, plus VAT of USD 10.53. The approximate amount of the Agent"s reimbursable expenses for the year will equal USD 585,243.32, plus VAT of USD 104,715.86.
2.2. Price (amount in RUB)	The approximate amount of the annual agency fee will equal RUB 1,864, plus VAT of RUB 335.52. The approximate amount of the Agent"s reimbursable expenses for the year will equal RUB 18,640,000, plus VAT of RUB 3,335,200.
3. Names of parties	OAO "LUKOIL" (Agent) OAO RITEK (Principal)
4. Names of beneficiaries	-
5. Name of transaction	Agency agreement (hereinafter, the "Agreement").
6. Subject of the transaction	Pursuant to the Agreement, at the request of the Principal the Agent undertakes to conclude a contract with ZAO KPMG in its own name but at the expense of the Principal, on the performance of an audit of the Principal"s financial statements for 2013 in accordance with Russian legal requirements regarding preparation of financial statements.
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK. Azat Angamovich Shamsuarov, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The Agent undertakes to provide the Principal with a report on the exercise of the agency authority within 5 business days from the Agent"s latest payment to ZAO KPMG for the audit of the Principal"s financial statements. The Principal undertakes to reimburse the Agent for all expenses incurred thereby in connection with the exercise of the agency authority, including VAT (18%), and pay the Agent"s fee no later than 10 business days from the date the Agent"s report is approved.
	The Agent"s fee shall be set at 0.01% of the amount of the Agent"s expenses incurred under the contract with ZAO KPMG, plus VAT of 18%.
	The Agreement enters into force from the date it is signed by authorized representatives of the Parties and shall remain in effect until the Parties perform their obligations in full.
1. Number of the transaction approved by the Board of Directors	61
2.1. Price (amount in USD)	The approximate amount of the annual agency fee will equal USD 15.23, plus VAT of USD 2.74. The approximate amount of the Agent"s reimbursable expenses for the year will equal USD 152,276.29, plus VAT of USD 27,409.73.
2.2. Price (amount in RUB)	The approximate amount of the annual agency fee will equal RUB 485, plus VAT of RUB 87.3. The approximate amount of the Agent"s reimbursable expenses for the year will equal RUB 4,850,000, plus VAT of RUB 873,000.
3. Names of parties	OAO "LUKOIL" (Agent) OOO LUKOIL Trading House (Principal)
4. Names of beneficiaries	-
5. Name of transaction	Agency agreement (hereinafter, the "Agreement").

6. Subject of the transaction	Pursuant to the Agreement, at the request of the Principal the Agent undertakes to conclude a contract with ZAO KPMG in its own name but at the expense of the Principal, on the performance of an audit of the Principal"s financial statements for 2013 in accordance with Russian legal requirements regarding preparation of financial statements.
7. Grounds for status as an interested party	Valery Sergeevich Subbotin, a member of the Management Committee of OAO "LUKOIL", is the brother of Alexander Sergeevich Subbotin, a member of the Management Committee of OOO LUKOIL Trading House.
8. Other material terms of the transaction	The Agent undertakes to provide the Principal with a report on the exercise of the agency authority within 5 business days from the Agent"s latest payment to ZAO KPMG for the audit of the Principal"s financial statements. The Principal undertakes to reimburse the Agent for all expenses incurred thereby in connection with the exercise of the agency authority, including VAT (18%), and pay the Agent"s fee no later than 10 business days from the date the Agent"s report is approved.
	The Agent"s fee shall be set at 0.01% of the amount of the Agent"s expenses incurred under the contract with ZAO KPMG, plus VAT of 18%.
	The Agreement enters into force from the date it is signed by authorized representatives of the Parties and shall remain in effect until the Parties perform their obligations in full.
1. Number of the transaction approved by the Board of Directors	62
2.1. Price (amount in USD)	No financial terms stipulated.
2.2. Price (amount in RUB)	No financial terms stipulated.
3. Names of parties	OAO Bank Petrocommerce (Bank) OAO "LUKOIL" (Client)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to the Master Agreement on Deposit Transactions No. 0511288 of 6 December 2005 (hereinafter the "Agreement").*
6. Subject of the transaction	Pursuant to the Agreement, the subject is the general terms and conditions for conclusion and performance of transactions on the deposit of funds in roubles and foreign currency by the Client in the Bank (Transaction). In accordance with the Supplemental Agreement to the Agreement: - points 2.5 and 2.6 of the Agreement have been set forth in a new version in connection with the SWIFT system being added to the list of systems through which requests and confirmations are exchanged between the Bank and the Client when performing the Transactions. Sub-point 2.5.2 of point 2.5 has been reworded to read as follows: when performing negotiations over the telephone, a Transaction is considered concluded from the time when the client receives a request with a mark from the Bank on the acceptance of the request, or from the time when the Parties exchange confirmations on the Transaction (containing all material terms of the Transaction) through the SWIFT system in the format stipulated for confirmation of the terms of deposit transactions in the SWIFT system. According to the new version of point 2.6, a rule is added to the procedure for the Parties to exchange hard copies of the Confirmations, stating that confirmations containing terms identical to the existing terms of existing Transactions agreed by the Parties are to be sent by the Client through the SWIFT system by 5:00 pm Moscow time on the day of conclusion of the Transaction. When a confirmation is received from the Client through the SWIFT system, the Bank will send the Client a return confirmation by 6:00 pm on the day of conclusion of the Transaction; - point 5.2 of the Agreement has been set forth in a new version, stating that the Client is prohibited from demanding part of a deposit prior to the expiration of the term established by the Parties on the conclusion of each individual Transaction;

	- editorial revisions are being made to points 2.7, 2.9, 2.10, 2.11, 4.3, 5.1, 6.2 and 9.4 of the Agreement in connection with the start of use by the Parties of the SWIFT system.
7. Grounds for status as an interested party	Alexander Kuzmich Matytsyn, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of Directors of OAO Bank Petrocommerce. Lyubov Nikolaevna Khoba, a member of the Management Committee of OAO "LUKOIL", is the spouse of Alexander Kuzmich Matytsyn, a member of the Board of Directors of OAO Bank Petrocommerce. Leonid Arnoldovich Fedun, a member of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO Bank Petrocommerce. Sergei Anatolievich Mikhailov, a member of the Board of Directors of OAO "LUKOIL", is simultaneously a member of the Board of Directors of OAO Bank Petrocommerce.
8. Other material terms of the transaction	The Supplemental Agreement enters into force from the time it is signed by the Parties, and will remain in effect for the effective term of the Agreement.
1. Number of the transaction approved by the Board of Directors	63
2.1. Price (amount in USD)	USD 88,426.08 per month, plus VAT of USD 15,922.35
2.2. Price (amount in RUB)	RUB 2,816,370.80 per month, plus VAT of RUB 507,126.74
3. Names of parties	OAO "LUKOIL" (Lessor) OOO LUKOIL Trading House (Lessee)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Non-Residential Lease Agreement No.0910352 of 01.06.2009 (hereinafter the "Agreement")*
6. Subject of the transaction 7. Grounds for status as an interested party	In accordance with the Agreement and the Supplemental Agreements thereto, the Lessor provides to the Lessee for temporary use the non-residential premises with a total area of 1,807.1 m2 , located in the building at the address: 3 Pokrovsky bulvar, bldg. 1, Moscow (hereinafter the "Building"). In accordance with the Supplemental Agreement: - on 31 October 2013 the Lessee will return and the Lessor will accept under an act of transfer of acceptance non-residential premises, namely rooms No. 50 and 52 with a total area of 31 m2 , which according to the passport of the Bureau of Technical Inventory are located in premises I on the 2nd floor of the Building; from 1 November 2013 the total area of all [leased] premises will be 1,776.1 m2 - ; from 1 November 2013 the amount of the lease payment for the use of the Premises with a total area of 238 m2 - , located in the basement of the Building, will equal 15,839.83 roubles per m2 of total area per year, plus VAT of 2,851.17 roubles, and for the use of the premises with a total area of 1,538.1 m2 , located on the 2nd and 3rd floors, will equal 19,529.66 roubles per 2 m of total area per year, plus VAT of 3,515.34 roubles; - from 1 November 2013 the total lease payment under the Agreement will equal 2,816,370.80 roubles per month, plus VAT of 507,126.74 roubles. Valery Sergeevich Subbotin, a member of the Management Committee of OAO "LUKOIL", is the brother of Alexander
	Sergeevich Subbotin, a member of the Management Committee of OOO LUKOIL Trading House.
8. Other material terms of the transaction	The Supplemental Agreement enters into force from the date of its signing and extends to the legal relati ons between the Parties arising from 31 October 2013.
1. Number of the transaction approved by the Board of Directors	64
2.1. Price (amount in USD)	USD 3,709.67 per month, plus VAT of USD 667.74
2.2. Price (amount in RUB)	RUB 118,487 per month, plus VAT of RUB 21,327.66

3. Names of parties	OOO LUKOIL Trading House (Lessee)
	OAO "LUKOIL" (Lessor)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Property Lease Agreement No. 1110996 of 30.11.2011 (hereinafter the "Agreement")*
6. Subject of the transaction	In accordance with the Agreement, the Lessor provides for a fee and the Lessee accepts for temporary use the property
	(furniture) indicated in Appendix No. 1 to the Agreement.
	In accordance with the Supplemental Agreement to the Agreement:
	- on 31 October 2013 the Lessee will return and the Lessor will accept property under an act of transfer and acceptance
	worth 36,528 roubles;
	- from 1 November 2013 the total value of the property leased to the Lessee under the Agreement will equal 9,236,493.10 roubles;
	- from 1 November 2013, the lease payment for the property will equal 118,487 roubles per month, plus VAT of 21,327.66
	roubles. The total lease payment under the Agreement will equal 139,814.66 roubles per month, including VAT.
7. Grounds for status as an interested party	Valery Sergeevich Subbotin, a member of the Management Committee of OAO "LUKOIL", is the brother of Alexander
	Sergeevich Subbotin, a member of the Management Committee of OOO LUKOIL Trading House.
8. Other material terms of the transaction	The Supplemental Agreement enters into force from the date of its signing and extends to the legal relations between the
	Parties arising from 31 October 2013.
1. Number of the transaction approved by the Board of	65
Directors
2.1. Price (amount in USD)	Total lease payment under the Agreement will be USD 565,252.36 per month, plus VAT of USD 101,745.42.
2.2. Price (amount in RUB)	Total lease payment under the Agreement will be RUB 18,525,185.09 per month, plus VAT of RUB 3,334,533.32.
3. Names of parties	OAO "LUKOIL" (Lessee)
	OAO RITEK (Sub-Lessee)
4. Names of beneficiaries	-
5. Name of transaction	Non-Residential Sub-Lease Agreement (hereinafter the "Agreement").
6. Subject of the transaction	In accordance with the Agreement, the Lessee provides to the Sub-Lessee for temporary use the non-residential premises
	with a total area of 6,399.3 m2 , located in the building at the address: 3 Bolshaya Ordynka, Moscow. The layout of the
	premises is provided in the floor plans (Appendix No.1 to the Agreement).
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the
	Board of Directors of OAO RITEK.
	Azat Angamovich Shamsuarov, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member
	of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The Lessee undertakes to transfer to the Sub-Lessee on 01.10.2013 under an act of transfer of acceptance non-residential
	premises in the condition suitable for their use for the purposes indicated in the Agreement. The term of sub-lease under the
	Agreement is 31.10.2013 inclusive. The Agreement remains in force until all settlements are completed in full. The bill will
	be issued by the Lessee during 45 business days from the date the Agreement is signed. The Sub-Lessee will pay the bill
	within 5 business days from the date it is received.
1. Number of the transaction approved by the Board of	66
Directors
2.1. Price (amount in USD)	USD 601,630.19, plus VAT of USD 108,293.44
2.2. Price (amount in RUB)	RUB 19,932,008.51, plus VAT of RUB 3,587,761.53

3. Names of parties	OAO "LUKOIL" (Lessee)
	OAO RITEK (Sub-Lessee)
4. Names of beneficiaries	-
5. Name of transaction	Sub-Lease Agreement (hereinafter the "Agreement").
6. Subject of the transaction	In accordance with the Agreement, the Lessee provides to the Sub-Lessee for temporary use the non-residential premises
	with a total area of 6,639.3 m2 , located in the non-residential building at the address: 3 Bolshaya Ordynka, Moscow. By
	premises are meant all premises in the building with the exception of rooms No.11 and 12 in Premise 1 in the basement,
	rooms No. 9, 19, 19а and 20 in Premise II on the ground floor, rooms N. 3 and 14 in Premise V on the first floor, room No.3
	in Premise VI on the second floor, room No.3 in Premise VII on the third floor, room No.3 in Premise VIII on the fourth
	floor, room No.3 in Premise IX on the fifth floor, room No.1 in Premise XI on the floor N (hereinafter, the Property).
7. Grounds for status as an interested party	Valery Isaakovich Grayfer, Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK.
	Azat Angamovich Shamsuarov, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member
	of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The Property belongs to the Lessee on a leasehold basis.
	The Sub-Lessee undertakes to pay the Lessee for the use of the Property, during the term specified in the Agreement, lease
	payment based on 36,025.50 roubles per m2 of total area per year, plus VAT (18%) of 6, 484.59 roubles. The total amount of
	payment under the Agreement will be 19,932,008.51 roubles per month, plus VAT of 3,587,761.53 roubles, i.e.
	23,519,770.04 roubles in sum total, including VAT.
	The Lessee undertakes to transfer to the Sub-Lessee on 01.11.2013 under an act of transfer of acceptance non-residential
	premises in the condition suitable for their use for the purposes indicated in the Agreement. The term of sub-lease is 11
	months from the date the act of transfer of acceptance of the Property is signed.
	The Agreement enters into force from the date of its signing and extends to the legal relations between the Parties
	arising from 01.11.2013. The Agreement remains in force until all settlements are completed in full.
1. Number of the transaction approved by the Board of	67
Directors
2.1. Price (amount in USD)	The approximate fees for the services USD 124,509.51, plus VAT of USD 22,411.71.
2.2. Price (amount in RUB)	The approximate fees for the services RUB 4,125,000, plus VAT of USD 742,500.
3. Names of parties	OAO RITEK (Client)
	OAO "LUKOIL" (Contractor)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Contract No. 1210628 of 18.09.2012 (hereinafter the Contract)*
6. Subject of the transaction	Pursuant to the Contract, the Contractor undertakes to provide real-time well construction monitoring services according to
	the procedure and on the terms stipulated by the Contract (hereinafter the "services"), and the Client undertakes to provide
	the Contractor with all information and documents required to provide the indicated services in a timely manner, to accept
	the services rendered, and to pay the Contractor for the indicated services.
	In accordance with the Supplemental Agreement to the Contract, the Contractor undertakes to provide real-time well construction monitoring services at deposits and structures relating to one or several categories listed in the Contract.

7. Grounds for status as an interested party	Valery Isaakovich Grayfer, Chairman of the Board of Directors of OAO "LUKOIL", is simultaneously the Chairman of the Board of Directors of OAO RITEK. Azat Angamovich Shamsuarov, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member
	of the Board of Directors of OAO RITEK.
8. Other material terms of the transaction	The services are provided by the Contractor for the wells being built by the Client as part of the Investment Project «Geological Exploration at fields and structures», the Investment Project"s classification code is U063В9999А. The Supplemental Agreement enters into force from the time of its signing by the Parties and will remain in effect until the Contract expires.
1. Number of the transaction approved by the Board of Directors	68
2.1. Price (amount in USD)	USD 255,472,038.48
2.2. Price (amount in RUB)	RUB 8,497,000,000
3. Names of parties	OAO "LUKOIL" (Lender)
	OOO Bashneft-Polyus (Borrower)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Loan agreement No. 1210022 of 19.01.2012 (hereinafter the "Agreement").*
6. Subject of the transaction 7. Grounds for status as an interested party	Pursuant to the Agreement and Contract No. 1111116 dated 27 December 2011 (hereinafter the "Contract") on the terms for financing by the Participants of the operations of OOO Bashneft-Polyus concluded between the Borrower, the Lender and OAO Joint Stock Oil Company Bashneft (which is the second participant in OOO Bashneft-Polyus), the Lender will provide monetary funds to the Borrower in an amount of up to RUB 6,566,182,000, on conditions of repayment, interest payment, maturity and targeted use. The Borrower undertakes to use the monetary funds received for their targeted purpose, and to repay the amount of the loan received to the Lender and to pay the interest accrued thereon by the dates and according to the procedure established by the Agreement and Contract. According to the Supplemental Agreement to the Agreement: - the loan amount under the Agreement is being increased by RUB 1,930,818,000; - point 2.1 of the Agreement is being reworded to stipulate an increase of the loan amount to RUB 8,497,000,000; - point 4.1 of the Agreement is being reworded to stipulate postponement of the loan maturity and the date of payment of the interest accrued, from 31.12.2013 to 31.12.2016. Azat Angamovich Shamsuarov, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of Directors of OOO Bashneft-Polyus.
8. Other material terms of the transaction	The Supplemental Agreement will enter into force on its signing by the Parties" authorised representatives.
1. Number of the transaction approved by the Board of	69
Directors
2.1. Price (amount in USD)	No financial terms stipulated.
2.2. Price (amount in RUB)	No financial terms stipulated.
3. Names of parties	OAO "LUKOIL" (Company) International Association of Trade Union Organisations of OAO "LUKOIL" (Association)
4. Names of beneficiaries	-
5. Name of transaction	Supplemental Agreement to Gratuitous Use Contract No. 0310992 of 27 July 2003 (hereinafter the "Contract")*.
6. Subject of the transaction	Pursuant to the Contract, the Company provides property on its balance sheet for the gratuitous use of the Association.

	According to the Supplemental Agreement: - On 31.12.2013 the Association will return and the Company will accept under an Acceptance Act the office equipment (CPU, monitors, printer) earlier provided for the gratuitous use of the Association; - from 01.01.2014 the Company will provide additional office equipment (CPUs, monitors, printers) under an Acceptance Act for the gratuitous use of the Association; - from 01.01.2014 the total value of the assets transferred to the Association under the Contract will amount to RUB 7,212,925.42.
7. Grounds for status as an interested party	Sergei Petrovich Kukura, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of the International Association of Trade-Union Organisations of OAO "LUKOIL". Anatoly Alexeevich Moskalenko, a member of the Management Committee of OAO "LUKOIL", is simultaneously a member of the Board of the International Association of Trade-Union Organisations of OAO "LUKOIL".
8. Other material terms of the transaction	The Supplemental Agreement enters into force from the time of its signing