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Meeting of Rosneft Board of Directors

28 February 2012

At a meeting of the Rosneft Board of Directors held on February 28, it was decided that an extraordinary general shareholders’ meeting be conducted by absentee ballot on April 10, 2012 to vote on the following issues:

1) approving the altering of a major transaction;

2) approving the conclusion and altering of related party transactions.

The Board of Directors also defined the following:

  • the list of those entitled to participate in the extraordinary general meeting. The list was drawn up on the basis of the shareholder register as of COB on February 28, 2012;
  • the form of the ballot papers and the text they will carry;
  • a list of the information that will be provided to shareholders in preparation for the meeting, as well as how and when this information will be provided.

As stipulated by Article 75 of the Federal Law on Joint Stock Companies, Rosneft shareholders who voted against the decision to approve changes to a major transaction or did not take part in the voting on the issue have the right to request a full or partial buyout by the Company of their holdings of ordinary Rosneft shares.

The buyout price of 212 rubles per 1 ordinary share has been defined in accordance with recommendations from the Professional Appraisal Centre, an independent appraiser. In accordance with Russian legislation, shareholders will have the right to request a buyback within 45 days of changes being approved at the extraordinary meeting.

The Board of Directors also made decisions on other issues in line with current legislative requirements as part of preparations for the extraordinary shareholders’ meeting.

Detailed information for the meeting will be placed on the Company’s website no later than March 20, 2012.

The Board of Directors also approved the conclusion of a strategic cooperation agreement between Rosneft and ITERA Oil and Gas Company that envisages the possibility of creating a joint venture to explore, produce, prepare, transport and sell gas.

Rosneft Information Division
Tel.: +7 (495) 411-54-20
Fax: +7 (495) 411-54-21
February 28, 2012

These materials contain statements about future events and expectations that are forward-looking in nature. Any statement in these materials that is not a statement of historical fact is a forward-looking statement that involves known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements expressed or implied by such forward-looking statements to differ. We assume no obligations to update the forward-looking statements contained herein to reflect actual results, changes in assumptions or changes in factors affecting these statements.