Asset management & corporate structure

Work to†improve the corporate management structure of†Gazprom N†eft seeks to†raise the efficiency of†the Companyís business as†a†vertically integrated enterprise, and to†optimize management of†the main activities conducted by†subsidiaries.

There were major organizational changes at†the Company during 2011. Gazprom Neft continued to†integrate its new assets into its overall corporate management structure. It†also introduced Group standards of†corporate management to†the Groupís new entities, which also received new charters and management teams.

Sibir Energy

The integration of†Sibir Energy into Gazprom Neft Group continued in†2011. On†February†14, 2011, a†deal was closed to†purchase†22% of†the Sibir Energy stock owned by†JSC Central Fuel Company (controlled by†the Moscow City Government). Gazprom Neft thus became the sole shareholder of†Sibir Energy in†the first quarter of†2011.

Sibir Energy has been re-registered as†a†closed joint-stock company.

Ownership of†the assets of†Sibir Energy was optimized in†2011. This optimization included reassignment of†ownership of†JSC†MNGK (the holding company of†Sibir Energy Group that contained the Groupís marketing assets and a†50% holding in†JSC Gazprom Neft-Moscow Refinery) to†the Russian jurisdiction of†Gazprom Neft. Ownership of†shares in†Salym Petroleum Development (Netherlands) was reassigned to†a†subsidiary of†Gazprom Neft to†maximize the efficiency of†profit repatriation.

To†assist in†integrating JSC Moscow Refinery into Gazprom Neft, the companyís extraordinary general meeting of†shareholders on†October†14, 2011 agreed to†change the company name to†JSC Gazprom Neft- Moscow Refinery.

A†holding in†JSC Mosnefteprodukt was purchased from organizations owned by†JSC Tatneft and steps were taken for JSC Gazprom Neft-Moscow Refinery to†purchase shares from minority shareholders of†JSC†Mosnefteprodukt. This compulsory purchase of†shares is†to†be†completed in†March 2012.

Four business entities within Sibir Energy Group were liquidated during 2011.

NIS ŗ.d. Novi Sad

Our Serbian subsidiary NIS is†one of†the largest energy companies in†southeast Europe and the Companyís stock trades on†the Belgrade Stock Exchange. Gazprom Neft currently owns 56.17% of†the Companyís shares and the second largest shareholder is†the government of†the Republic of†Serbia, which holds 29.87%. The remaining shareholders are minority shareholders and include 2†mn individual Serbian citizens.

To†meet obligations arising from Gazprom Neftís initial acquisition of†NIS shares, the Company made an†offer in†January 2011 to†purchase the minorityowned stake in†NIS. This transaction involved 8.4 million NIS shares, representing 5.15% of†the Companyís registered capital, and the purchase was completed on†March†16, 2011

Using a†price of†ą†4.8 per share (calculated under Serbian law), Gazprom Neft paid a†total of†ą†40.3†mn for the shares, and thus increased its holding in†NIS a.d. Novi Sad from†51% to†56.15%.

Four NIS subsidiaries were established in†the Balkans in†2011 (in†Romania, Bulgaria, and Bosnia-Herzegovina) in†order to†expand the scope of†petroleum, liquefied hydrocarbon, fuel and lubricant marketing in†southeast Europe. A†crude-oil production subsidiary was also incorporated in†Hungary.

Gazprom Neft-Lubricants

In†November 2011, LLC Gazprom Neft- Lubricants purchased CJSC†NK Select, the owner of†a†lubricant factory in†Fryazino (Moscow Region). The name of†the acquired asset has been changed to†Gazprom Neft Moscow Lubricant Factory (ĎGazprom Neft MZSMí).

Production Assets Reassigned to JSC Gazprom

In†2011, JSC Gazprom Neft bought 61.8% of†the capital of†CJSC Gazprom Neft Orenburg from JSC†Gazprom. The remaining 38.2% of†the businessís registered capital was placed in†trust management to†Gazprom Neft as†from Q1 2012. CJSC Gazprom Neft Orenburg holds a†mineral-use license for the eastern section of†the Orenburg oil and gas condensate field.

Petroleum Service Units

In†2011, Gazprom Neft completed disposal of†its petroleum service business by†selling its subsidiaries, LLC Noyabrsk Centralnaya Trubnaya Baza, LLC Service Drilling Company, LLC Muravlenkovskaya Transportation Company, LLC†SpetsTransService, LLC Kapitalny Remont Skvazhin-Service, LLC YamalServiceCentr and LLC Service Transportation Company.

The Companyís successful exit from the petroleum service business will reduce Gazprom Neftís expenses and help it†to†compete in†core markets as†well as†raise the quality of†petroleum-related services used by†the Company.

Other Entities in the Group

In†2011, the Group merged its production unit LLC†NK SibneftóYugra (previously 50-50 owned by†Gazprom Neft and LLC Gazprom Neft-Khantos) with LLC Gazprom Neft- Khantos, which should improve efficiency in†management of†the former asset.

Liquidation procedures began in†2011 for LLC†STS-Service, which was bought from Malka Oil A.B. (Sweden) in†2010. LLC†STS-Service was purchased because it†owned rights to†mineral use at†the Zapadno- Luginetsky area (Tomsk Region).

It†was decided that JSC Gazprom Neft- Altay should merge with JSC Gazprom Neft- Novosibirsk to†optimize Gazprom Neftís marketing structure in†Altay Territory.

In†2011, JSC Gazprom Neft purchased†49% of†the registered capital of†LLC†NGK Razvitie Regionov from JSC†LUKOIL. The LLC was created earlier as†a†joint venture with LUKOIL for the purpose of†field development.

In†2011, the Group purchased 86.38% of†JSC Yuzhuralneftegaz and 100% of†CJSC Science-Intensive Technologies Center, which holds development rights at†the Kapitonovskoye and Tsarichanskoye fields (respectively) in†Orenburg Region.