Auditors

LLC Rosexpertiza (RAS financial statements)

By decision of the General Meeting of Company Shareholders, LLC Rosexpertiza was appointed to carry out independent audit of book-keeping and financial accounts of Rosneft for 2009, prepared to Russian Accounting Standards.

Procedure for Appointment of the Auditor

As prescribed by Paragraph 1 of Article 5 of the Federal Law on Auditing and Article 86 of the Federal Law on Joint Stock Companies, annual financial accounts of OJSC Rosneft Oil Company, prepared under RAS, are subject to obligatory audit, to confirm accuracy of the reporting data which they contain.

The Company therefore holds an annual open competition to select an auditor, as stipulated by internal documents. The Company’s tendering sub-committee selects the winner of the competition after reviewing the tenders received, and assessing and comparing them in accordance with criteria and procedures indicated in the call to tender and the tender documentation, and also based on technical assessment of the proposal and its price. Notification on holding of an open tendering competition for selection of auditing organizations, containing information on terms of the competition (trading status, object of the contract with indication of the volume of services to be provided and short account of the services, initial price of the contract, etc.) is published on Rosneft’s website (http://tender.rosneft.ru) and in an official publication.

The proposed winner of the annual tendering competition for choice of an auditing organization is put forward for consideration by the BoD Audit Committee of Rosneft.

In accordance with Paragraph 1, Article 3 of the Regulation on the BoD Audit Committee, assessment of candidates for the role of Company auditor is the exclusive function of that Committee.

Based on the recommendation of the BoD Audit Committee the Board of Directors takes a decision on proposal of the candidacy for the role of auditor to the Annual General Meeting of Shareholders.

Payment of Services by the Auditor

Remuneration payable to the auditor is determined on the basis of planned working time and hourly rates of the auditor’s specialists, as indicated in the auditor’s commercial proposal.

Based on the recommendation of the BoD Audit Committee, the Board of Directors set the price for audit by LLC Rosexpertiza of Rosneft annual financial accounts to Russian Accounting Standards for 2009 at RUB 1,699,200 including VAT.

Rosneft occasionally calls on the services of LLC Rosexpertiza for execution of special tasks and resolution of procedural issues.

LLC Ernst & Young

LLC Ernst & Young audits consolidated annual accounts prepared in accordance with US GAAP as well as overview of interim (quarterly) accounts prepared in accordance with US GAAP.

Procedure for Appointment of the Auditor:

The auditor is selected through a closed tender, carried out by the Company among the Big 4 auditing firms. The auditing organization most suited to Company needs is selected through comprehensive analysis of tendering proposals.

The candidate for role of auditor of annual accounts prepared in accordance with US GAAP is assessed and approved by the BoD Audit Committee. Confirmation of the candidate by the General Meeting of Shareholders is not required.

Based on analysis of proposals, the BoD Audit Committee decided to appoint the company Ernst & Young as the auditor of Rosneft’s consolidated annual accounts for 2009 prepared in accordance with US GAAP.

Payment of Services by the Auditor:

Remuneration payable to LLC Ernst & Young for its services is determined by the BoD Audit Committee on the basis of planned working time and hourly rates of the auditor’s specialists, as indicated in the auditor’s commercial proposal. In accordance with the contract for provision of auditing services between Rosneft and LLC Ernst & Young, the terms and sum of remuneration are confidential information and cannot be disclosed.

The Company also calls on LLC Ernst & Young for provision of consulting (non-audit) services.

In 2009 the share of consulting services in total services, which LLC Ernst & Young provided to Rosneft, was 15.5%.