#1РОСНЕФТЬ оскветь TE Роснефть и Investor Presentation 23 October 2012#21 Proposed Transaction Terms Rosneft has agreed heads of terms with BP to acquire its 50% stake in TNK-BP for: $17.1 billion in cash • 12.84% shares in Rosneft Purchase of TNK-BP Under the agreed terms, Rosneft shares are valued at $8 per share, implying total consideration of $28.0 billion BP has offered to re-invest $4.8 billion of the cash proceeds to buy a further 5.66% stake in Rosneft from Rosneftegaz BP will become the second largest shareholder in Rosneft with a 19.75% stake Under Russian law, BP will be entitled to two board seats in Rosneft's nine-member board AAR Rosneft has agreed heads of terms with the AAR consortium to acquire AAR's 50% interest in TNK-BP for cash consideration of $28.0 billion Conditions Execution of final transaction documentation for the sale of the TNK-BP stake is conditional upon the approval of the Russian government of the sale of Rosneftegaz shares to BP and approvals of the boards of directors of Rosneft and BP Ultimate completion of the transaction would be subject to customary conditions including regulatory approvals - completion expected in 1H 2013#3TNK-BP Overview • • • TNK-BP is the 3rd largest vertically integrated oil company in Russia and ranks in the top 10 private oil producers in the world Upstream 14.9 bn boe / 30.0 bn boe of 1P / 2P PRMS reserves (1) Reserve Replacement Ratio 2011: 203% (PRMS) 1.9 mmboepd production (2) International assets in Venezuela, Vietnam and Brazil Liquids • Gas • 1.7 mmboepd liquids production (2) Main Russian assets located in Western Siberia, Volga-Urals and Eastern Siberia 0.2 mmboepd gas production (2) Rospan main asset; associated gas utilisation and electric power projects Refining and Export Downstream 4 refineries in Russia 0.5 mmbpd capacity(2) Major exporter to Europe: export sales of crude and refined products account for ~43% and -28% of total company sales correspondingly Marketing and Sales ~1,400 retail outlets in Russia and Ukraine Slavneft JV 50:50 JV with Gazprom Neft 7th Largest Russian oil company in terms of production (0.4 mmboepd) 0.9 bn boe / 2.5 bn boe of 1P/2P PRMS reserves YANOS refinery in Russia and Mozyr in Belarus with 0.3 mmbblpd net capacity net to TNK-BP Note: (1) Includes Slavneft net (50%) contribution of 0.9 bn boe and 2.5 bn boe to 1P and 2P respectively. (2) Includes 50% of Slavneft Source: Company. 2#43 Rosneft Becomes the Largest Public Oil and Gas Company by Reserves and Production Globally Advances to #1 Hydrocarbon Producer(1) ... Rosneft + TNK-BP ExxonMobil 2.3 BP 2.2 PetroChina Shell 1.7 Petrobras Rosneft Chevron Total 1.2 Lukoil 1.8 2.4 4.1 1.5 2.2 1.3 3.5 1.0 3.4 2.2 0.5 2.7 2.4 0.4 2.8 0.8 2.6 1.1 2.3 1.8 0.3 2.1 3.2 ...and Becomes #1 Global Player by Proved Reserves (1) 0.6 4.7 Rosneft + TNK-BP 23.0 4.5 ExxonMobil 12.2 12.7 5.9 28.9 24.9 PetroChina 11.3 BP 10.6 Rosneft Lukoil Shell 6.0 Petrobras Chevron 6.5 14.3 13.4 10.8 10.9 7.2 17.8 4.7 19.0 3.9 17.3 7.9 13.9 2.1 12.9 4.8 11.3 Total 6.0 4.7 10.7 0.2 1.9 Rosneft will TNK-BP account for 5% of ConocoPhillips TNK-BP 1.7 ConocoPhillips 0.9 0.8 1.7 Statoil 0.9 0.7 1.6 all global oil production... 8.7 1.2 9.9 4.9 3.5 8.4 ENI 3.4 3.7 7.1 22.2 and will become the largest public oil company by proved reserves ENI 0.8 0.7 1.5 Gazprom neft 1.0 0.11.1 Gazprom neft 5.7 1.3 7.0 Statoil 2.1 3.2 5.3 Sinopec 0.9 0.2 1.1 mmboepd Sinopec 2.9 1.1 4.0 bn boe 0.0 1.0 2.0 3.0 4.0 5.0 0.0 5.0 10.0 15.0 20.0 25.0 30.0 ■Liquids Gas ■Liquids Gas Sources: Company data; Rosneft production includes ITERA and other affiliates. (1) Excluding Gazprom (predominantly gas) and Saudi Aramco (not public) with 9.2 mmboepd and 9.1 mmboepd production and 123.4 bn boe and 259.7 bn boe of proved reserves, respectively.#54 Rosneft and TNK-BP Combined Rosneft TNK-BP Combined 1P hydrocarbon reserves (bn boe)(1) 2P hydrocarbon reserves (bn boe) (1) Oil production 2011 (kbpd) (2) 23.4 14.9 38.3 35.1 30.0 65.1 2,380 1,742 4,122 Gas production 2011 (kboepd) (2) 206 245 451 # of refineries in CIS(3) Total net capacity (kbpd) (3) 7 5(4) 1,048 772(5) 12 1,820 RUSSIA BELORUSSIA Mozyr refinery (~21%) UKRAINE Lisichansk Messoyakha YANOS (50%) Polar Lights Severnaya Neft Vankor Kynsko- Chaselskaya Suzun and Tagul Russkoye Rospan Moscow Kharampur Ryazan refinery Nyagan Purnefetegaz Udmurtneft Samaraneftegaz refinery Saratov refinery Orenburgneftegaz Tuapse refinery Yuganskneftegaz Samotlor Source: Company information Note: (1) PRMS reserves as of 31-Dec-2011 (2) Including shares in affiliated companies, not including ITERA (3) Including non-controlling stakes and Rosneft's four mini-refineries in Russia (4) Excluding Nizhnevartovsk and Krasnoleninsk refineries (5) Excluding share in Mozyr refinery Kuyumbinskoye Yurubcheno- Tokhomskoye Uvat Tomskneft Achinsk refinery Angarsk refinery Sakhalin-1,3,5 Sakhalin Morneftegaz Verkhnechonsk Komsomolsk refinery Rosneft Assets Greenfield Projects Gas Projects Brownfield Refining Assets TNK-BP Assets Greenfield Projects Gas Projects Brownfield Refining Assets#65 Potential Improvement in Rosneft's Financial Metrics Post Transaction 2011 US$ bn 92.0 Revenue Rosneft 100% in TNK-BP Total Change, % 60.2 152.2 +65.4% EBITDA 22.0 14.6 36.6 +66.4% Net Income Operating Cash Flow Sources: Company data; includes affiliates. 12.5 9.0 21.5 +72.0% 15.7 10.5 26.2 +66.8%#76 Scope to Exploit Synergies Joint Development Areas Crude and Product Supply Optimisation • • • Integration Plan Under Way Joint development of Suzun, Tagul and Russkoye using Vankor field infrastructure and joint development of Verkhnechonsk and Irkutsk region assets Joint future infrastructure solutions for Kuyumbinskoye and Yurubcheno-Tokhomskoye fields (peak production - about 7 mn tonnes) Coordinated development of Rospan, Kynsko-Chaselsk block, Kharampurskoye field and ITERA Products swaps and optimisation of refineries supply Gas . Increased scale and enhanced commercial position Cost Optimisation Asset Portfolio Optimisation • . • . Joint tendering and procurement to achieve capex savings Substantial scope for management overhead reduction Tax benefits from removing unnecessary offshore structures Asset portfolio rationalisation, including the sale of less profitable and non-core assets#87 Progress Towards Strategic Objectives 1 2 3 4 5 Rosneft's stated strategic objectives... Global leadership in oil production ...will advance by this transaction #1 amongst publicly traded crude producers by production and reserve base Completion of refinery modernization program Increased scale and coverage, opportunities for investment optimization Gas business development Addition of Rospan and TNK-BP associated gas assets Efficient domestic and export marketing of crude oil and products Expanded sales channels, logistics optimization Technological leadership Combined research efforts and greater capacity for major projects#9Important Notice The information contained herein has been prepared by the Company. The opinions presented herein are based on general information gathered at the time of writing and are subject to change without notice. The Company relies on information obtained from sources believed to be reliable but does not guarantee its accuracy or completeness. These materials contain statements about future events and expectations that are forward-looking statements. 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 our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. 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. This presentation does not constitute an offer or invitation to sell, or any solicitation of any offer to subscribe for or purchase any securities and nothing contained herein shall form the basis of any contract or commitment whatsoever. No reliance may be placed for any purposes whatsoever on the information contained in this presentation or on its completeness, accuracy or fairness. The information in this presentation is subject to verification, completion and change. The contents of this presentation have not been verified by the Company. Accordingly, no representation or warranty, express or implied, is made or given by or on behalf of the Company or any of its shareholders, directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this presentation. None of the Company nor any of its shareholders, directors, officers or employees nor any other person accepts any liability whatsoever for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection therewith. 9