Committees of Rosneft’s Board of Directors

Three permanent committees of Rosneft’s Board of Directors (the Audit Committee, the HR and Remuneration Committee, and the Strategic Planning Committee) were established in June 2006 in accordance with the Company’s internal documents. The Committees comprise non-executive members of Rosneft’s Board of Directors and are headed by independent directors. The Board’s Committees are responsible for preliminary consideration of the most important matters within the Board’s authority and preparation of respective recommendations to the Board of Directors.

Work by the Committees is in accordance with approved plans and with tasks set by the Board of Directors for the period of authority of the Committees.

The Board of Directors of Rosneft gave a positive assessment of the activities of the Company’s BoD Committees during 2009 (Minutes No.5, April 24, 2010). In compliance with the Regulations on Procedure for Establishment and Operation of Committees of Board of Directors every Committee annually presents to the Board of Directors a report on the implementation of its responsibilities.

The internal documents regulating corporate governance issue and procedures of establishment and operations of the Committees of the Board of Directors:

Regulation on Rosneft’s Board of Directors

Rosneft’s Code of Corporate Governance

Regulation on the Procedure of Establishment and Operation of the Committees of Rosneft’s Board of Directors.