Rosneft Annual Report 2013 PDF
Rosneft Annual Report 2013 PDF
Rosneft Annual Report 2013 PDF
Energy
Company
Annual report 2013
Scale
Technology
Responsibility
SCALE
TECHNOLOGY
RESPONSIBILITY
OUR RECORD
ACHIEVEMENTS
551
RUB BLN
record net income
+51%
Page 136
4,694
RUB BLN
record revenues
+52%
Page 136
85
RUB BLN
record dividends
paid in 2013
4,873
kboed
record hydrocarbons
production
+80.3%*
Page 124
90.1
MLN TONS*
record oil
refining volumes
References to Rosneft Oil Company, Rosneft, or
the Company are to either Rosneft Oil Company
or Rosneft Oil Company, its subsidiaries and affiliates, as the context may require. References to
TNK-BP, TNK-BP company are to TNK-BP Group.
The information in this Annual Report 2013 is as
of December 31, 2013, unless otherwise stated.
+46%
Page 46
Page 28
42.1
BCM**
gas production,
Russias third largest
gas producer
Page 64
TABLE OF CONTENTS
Message of the Chairman of the Board of Directors . . . . . . . . . . . 4
Dear shareholders,
The 2013 results are further proof that
Rosneft remains the unfailing leader
of Russias oil industry, and areliable
source of revenues for the national
budget. Our Company has become
notably more active in its international
projects, confidently occupying leading
positions on the global oil and gas
market.
During the reporting period, Rosneft
closed arecord number of major acquisitions in the areas of oil and gas production, oil refining, and infrastructure
facilities. As the result of these deals, including 100% integration of the acquired
TNK-BP assets, Rosneft has become the
worlds largest public oil and gas company. Successful consolidation of these
new assets has allowed our Company to
achieve sizeable synergies.
exploration program in the Arctic. It included, first of all, the entire complex of
scientific hydrological and meteorological studies, analysis of ice conditions,
exploration and appraisal. Concurrently,
Company management has been highly
successful in securing tax incentives for
offshore and tight oil developments.
Special note should be made of the
policy pursued by Rosneft management,
under the leadership of Company CEO
I.I. Sechin, which aims to build asystem
of long-term contracts. In 2013, Rosneft
made record additions to the portfolio
of these contracts across all indicators
this is true as regards the sheer number
of such contracts, but also supply
timings and volumes. Besides, the
majority of long-term contracts provide
for advance payments which allows
the Company to conduct its business
efficiently.
In 2013, following the acquisition of
TNK-BP assets, Rosnefts shareholding
structure changed. OJSC ROSNEFTEGAZ, wholly owned by the government, remains its major shareholder
(69.50%). Following the deal, 19.75%
is held by BP, one of the oil majors,
with another 10.75% being in free float.
In2013 and current year, Rosneft shares
were bought by Company CEO and
Vice-Presidents and many top managers
increased their shareholdings, which is
in line with the worlds best practices,
and broadcasts confidence in Rosnefts
continued successful development and
shareholder value growth.
Setting ahigh benchmark in the stand
ards of corporate governance and
demonstrating an example of responsible attitude to every shareholder, the
rosneft
rosneft
Kind regards,
Chairman of the Board of Directors
Rosneft Oil Company
Alexander Nekipelov
Dear shareholders,
2013 was arecord and pivotal year for
Rosneft both in the sense of our high
operational and financial achievements,
and in terms of delivery on our stra
tegic initiatives that set the pace for the
development of our Company and the
industry as awhole for decades to come.
Our Company completed anumber
of key acquisitions, producing the
aggregate synergetic effect in excess
ofRUB27 bln.
Much work was done in the reporting
period to successfully integrate into the
Rosneft perimeter the acquired assets
of TNK-BP, ITERA Oil and Gas Company
LLC and OJSC Sibneftegaz. These
efforts have brought Rosneft to the
position of the worlds largest public oil
and gas company. Over 2013, Rosneft
Group grew notably more active in its
international projects; at present, we
operate in Belarus, Ukraine, Kazakhstan,
Turkmenistan, China, Vietnam, Mongolia,
Germany, Italy, Norway, Algeria, Brazil,
Venezuela and UAE, in Canada and the
USA (the Gulf of Mexico).
Annual Report 2013| Message of the President andthe Charman of the Management Board
rosneft
refueled at Rosneft retail sites. On ageneral note, the Companys Russian and
overseas refineries refined 90.1 million
tons of crude oil, with domestic refining
volumes accounting to almost one-third
of the countrys total refining output.
Rosneft leads the market in terms of jet
fuel sales with a34% share and is present at 26 Russian airports.
At the same time, the Company was
active in developing the export path
in 2013 including advanced business
development formats such as prepaid
long-term contracts. Thus, the long-term
oil supply agreement with the China
National Petroleum Corporation they
signed in 2013 for aperiod of 25 years
with atotal price of USD 270 bln was
unprecedented in the global business
practice. Within its effective period, the
contract with the Chinese partners will
provide 12 trillion rubles in contributi
ons to the state budget of the Russian
Federation. They also signed aseries
of long-term contracts for westward
supplies by the Druzhba oil pipeline to
Poland and Germany and with Glencore,
Vitol and Trafigura.
In 2014, we carry on with improving our
business efficiency, preparing for new
major project launches and securing
sustainable returns for our shareholders. Our confidence in our companys
performance, successful development in
the longer term and shareholder value
growth is evidenced by the fact that
the overwhelming majority of Rosnefts
executive management (including
members of the Board), became
Company shareholders in 2013. Share
acquisitions were equity- as well as
debt-financed. Rosnefts activities
are highly acclaimed by international
rosneft
Kind regards,
President and the Chairman
of the Management Board
Rosneft Oil Company
Igor Sechin
Message of the President andthe Charman of the Management Board |Annual Report 2013
Strategy
of Efficient Development
EXPLORATION
REFINING
OIL PRODUCTION
In its onshore operations Rosneft pursues the
following strategic goals: to maintain production
and maximize the outputs of existing fields, to implement new projects in alean manner ensuring
sustainable production profiles and maximizing
recovery rates as well as to economically
develop unconventional and challenged
reservoirs.
GAS PRODUCTION
The Company aspires to boost the total value
of its integrated gas business by increasing
production and signing direct sale contracts.
PETROCHEMICAL BUSINESS
Rosnefts core petrochemical facility is the
Angarsk Polymer Plant (the petrochemical area
of the Angarsk Refinery). In addition, other
Rosneft refineries produce simple petrochemical
products.
rosneft
rosneft
7. Continuous improvement of
integrated downstream business
returns
refinery upgrade program delivery on
time and within budget
supporting strong brand and flexible
marketing policy
developing advanced forms of oil and oil
products trading
8. Improving standard of information
disclosure and investor relations
primary attention to improvement of
relationships with shareholders and
investors
Delivering on Plans
2013 Plans
2013 Results
2014 Plans
Grow company gas business by organic production ramp-up and new acquisitions
Gas production growth with acquisitions amounted to 133%. Consolidation of ITERA Oil and Gas
Company LLC and OJSC Sibneftegaz.
Gradual de-leveraging
Creating shareholder value through generation of sustainable cash flow and stable returns
* Based on pro forma data.
Refineries
Norway
Russia
Great Britain
Germany
Mongolia
Italy
Canada
Japan
Gulf of Mexico
China
Belarus
Ukraine
Vietnam
Venezuela
Brazil
10
Algeria
UAE
Turkmenistan
rosneft
Industry position
7.8
Rosneft
13.2
12.0
ExxonMobil
10.8
11.6
PetroChina
10.1
7.9
BP
13.5
3.9
Lukoil
6.6
7.3
Shell
11.0 2.1
6.1
511
25.2
Lukoil
235
22.4
Surgutneftegaz
168
18.0
Gazprom neft
135
17.4
Tatneft
72
13.9
Gazprom
53
Bashneft
44
RussNeft
24
Novatek
13
PSA Operators
28
11.5
Total
6.3
Rosneft
13.1
Petrobras
5.4
33.0
4.9
11.2
Chevron
5.5
3.4
8.9
ConocoPhillips
6.1 2.2
8.4
Gazprom neft
3.2 3.3
10
15
20
25
30
35
Liquids Gas
102
Other
6.5
Eni
100
200
300
400
500
600
Note: Russian production according to CDU TEC, TNK-BP incorporated since 21/03/13. Source: Companies reporting
0.7
4.9
Rosneft
2.0
2.2
4.2
ExxonMobil
2.6
1.3
3.8
PetroChina
2.0
1.2
3.2
BP
1.5
1.7
3.2
Shell
1.7
0.9
2.6
Chevron
2.1
0.5
2.5
Petrobras
1.2
1.1
2.3
Total
1.9 0.3
0.8
0.8
0.8
0.7
Statoil
128%
Total
119%
Eni
105%
ExxonMobil
103%
0%
50%
100%
150%
200%
250%
300%
350%
1.5
ConocoPhillips
1.0 0.2
1.3
Gazprom neft
1.0
199%
1.6
Eni
0.0
BP
1.9
Statoil
0.8
287%
2.2
Lukoil
1.1
Rosneft
2.0
3.0
4.0
5.0
6.0
Oil Gas
rosneft
11
1993
Rosneft is established
2006
Rosneft holds an IPO at
the London Stock
Exchange for the amount
of USD 10.7 bln, which
becomes the worlds fifth
largest and first largest
among Russian companies
1980
Exploration followed by
commercial production on
the Sakhalin island launched
by a company set up by
retired midshipman G.I. Zotov
1961
Production start at the
Ust-Balykskoye oil field
1963
1936
Establishment of
the Orenburgneft
production
association
Establishment of the
Kuybyshevneft production
association, predecessor
to OJSC Samaraneftegas,
a subsidiary of Rosneft
1930-40s
1889
First oil field in the
Chechen republic on
the acreage belonging
to oil producer
Akhverdov
1977
1969
1950s
1960s
Production under
way in the
Volgo-Urals oil
province accompanied by construction
of the pipeline
network which
connected the region
with Moscow
2011-2012
Rosneft signs partnership agreements with
ExxonMobil, Eni and
Statoil on joint exploration and development of
hydrocarbons in the
Russian Arctic
Rosneft, the largest
global publicly-traded
company, produces
207 mln tons of liquids
Production start of
at the super giant
Samotlor oil field
in West Siberia
Establishment of the
Yuganskneftegas
production association,
a predecessor to LLC
RN-Yugansneftegas
1970s
1980s 1990s
2000s
1974
1988
2008
2009, 2012
Commercial production
launched at the
Verkhnechonskoye oil
field
Commissioning of the
first and second phases
of the East Siberia
Pacific Ocean oil
pipeline
The USSR
becomes the world
leader in oil
production
VANKOR
Rosneft becomes a
party to the crude oil
production-sharing
agreement in
Sakhalin
2009
2009
Production launch
at the giant
Vankor oil field
2013
Commercial production
launched at two
greenfields of the Uvat
project
MOSCOW
85%
contribution
to the production
Volga-Urals region
Nefteyugansk
SAMOTLOR
Samara
Omsk
Krasnodar
Eastern
Europe
ngolia
Cuba
Vietnam
Significant rise in
crude oil export
deliveries to Western
Europe after the
OPEC price increase
Legend
Volgo-Urals oil and gas province
569
CRUDE OIL PRODUCTION
IN RUSSIA
MLN
TONS
200
MLN
TONS
303
MLN
TONS
488
MLN
TONS
523
MLN
TONS
financial, operating
and sustainable development
highlights
Operating highlights
2013
2012
Change, %
2011
4,161
2,513
65.6%
2,519
3,398
1,999
70.0%
1,960
1,867
992
88.2%
850
1,329
753
76.5%
566
24
25
-4.0%
25
206.9*
122.0
69.6%
118.7
42.1*
16.4
156.7%
12.8
97.3
66.4
46.5%
63.9
90.1
61.6
46.3%
57.9
87.1
59.6
46.2%
55.9
50.6
33.7
50.1%
30.9
10.2
6.8
50.0%
6.5
38.9%
23.6%
23.2%
6.3%
2.5%
1.9%
Oil exports
34.0%
22.8%
21.7%
Oil refining
28.5%
19.1%
19.8%
4,694
3,089
52.0%
2,718
Financial highlights
Sales revenues and income generated by affiliate companies (RUB bln)
EBITDA (RUB bln)
947
618
53.2%
662
EBITDA margin
20%
20%
24%
551
365
51.0%
335
12%
12%
12%
11.9%
11.4%
16.0%
20%
17%
17%
560
473
18.4%
391
1,708
2,158
-20.9%
2,026
1,009
666
51.5%
600
201
43
367%
99
1,860
591
214.7%
440
37.01%
20.3%
17.3%
1.79**
0.96
0.66
12.85
8.05
59.6%
7.53
7.62
8.91
-14.5%
6.60
160.8
228.0
166.1
37.3%
57.6
54.5
5.7%
39.9
29.7
22.4
32.6%
20.3
0.19
0.16
18.8%
0.19
2.33
2.02
15.3%
2.68
60.2
22.1
172.4%
17.5
14
rosneft
Operating
indicators
2013
25,191
30,782
2013
46,941
65,937
2012*
23,544
30,270
2012*
36,334
52,900
2011
14,286
18,351
2011
19,995
30,004
5000
10000
15000
20000
25000
30000
35000
40000
20000
40000
2013
287
245
2012*
237
177
2011
357
161
2013
42.1*
2012
16.4
2011
12.8
0
50
100
150
200
250
300
350
207*
2012
122
2011
119
150
30
40
50
2013
90.12
2012
61.58
2011
57.86
0
100
20
50
10
400
80000
60000
200
20
40
60
80
100
120
250
rosneft
15
Financial
indicators
EBITDA and net earnings, RUB bln
2013
947
2012
618
2011
662
100
200
300
400
500
600
700
800
900
2013
136
2012
46
2011
114
1000
0
20
40
60
80
100
120
140
1,213
2013
201
2012
521
2012
43
2011
487
2011
99
200
400
600
800
1000
1200
50
100
150
200
250
140
1400
2,428
2,196 58 12
4,694
2013
120
1,526
1,498 42 23
3,089
2012
100
1,392
80
1,265 45 16
2,718
2011
60
40
20
2011
2012
2013
In 2013, IFRS-based Earnings before Interest, Taxation, Depreciation & Amortisation (EBITDA) growth was +53.2%. Notwithstanding the adverse macroeconomic factors, including plunging global oil prices, growing transport and electricity tariffs,
EBITDA growth was assured by growing operating volumes,
effective cost control and synergies brought about by new
assets integration. Net Income grew 51% in line with EBITDA.
In 2013, our Company received arecord RUB 1,297 bln in
net operating cash flow before tax, with prepayments of RUB
470 bln received under long-term contracts. Tax payments of
RUB2.7 trln became the largest cash outflow item. The change
in operating cash flows in 2013 was affected by aRUB 103 bln
increase in the working capital, primarily related to activities
aimed at growing the oil and oil products export margin by
increasing payment lags offered to certain buyers.
16
160
1000
2000
3000
4000
5000
6000
Adjusted free cash flow per boe amounted to RUB 201 bln in
2013, having increased 4.7 times year-on-year.
CAPEX amounted to RUB 560 bln in 2013, up 18.4% from 2012.
The Company manages its capital investment program efficiently, which has enabled it to achieve the following:
rosneft
203
14
560
2013
276
473
2012
240
391
100
200
1.0%
2.0%
3.0%
4.0%
300
400
500
5.0%
6.0%
7.0%
5.1 %
12.85
2013
118 33
2011
0
0.0%
170 27
3.2 %
8.05
2012
3.5 %
600
7.53
2011
10
12
14
16
2013
232
2013
136.6
2012
295
2012
90.8
2011
277
2011
81.6
50
100
150
200
250
300
350
20
40
60
80
100
120
140
160
2013
1,860
2013
799
2012
591
2012
691
2011
440
2011
547
500
1000
1500
2000
2500
250
500
750
1000
rosneft
17
EXPLORATION
AND PRODUCTION
Rosneft Oil Companys strategic E&P goal onshore is
maintaining production and fully tapping the potential
of brownfields, prudent execution of greenfield projects
to ensure a sustainable production profile, maximum
hydrocarbon recovery factor, and economic development
of unconventional and challenging reservoirs.
Vankor oilfield
EXPLORATION
AND RESERVES
REPLACEMENT
2012
2013
32
48
68
Success rate,%
76
84
76
Drilling
Seismic
2D (line km)
3,482
3,968
610
3D (sq.km)
4,636
5,250
7,029
Finding and Development (F&D) costs and oil and gas reserves
replacement ratio (RRR)
300 %
250 %
Rosneft
200 %
Exxon Mobil
150 %
Gazprom neft
Shell
Lukoil
Chevron
100 %
PetroChina**
BP
50 %
0
10
20
30
40
50
20
rosneft
76%
SUCCESS RATE of
exploration drilling
IN2013 THE LEADING METRIC
of exploration drilling
AMONG INTERNATIONAL
MAJORS
rosneft
21
ROSNEFT
RESOURCE BASE
Legend
ABC1+C2 reserves distribution
Oil and condensate,
bln tons
0.12
0.08
Gas, tcm
3
Moscow
0.18
0.009
0.9
0.6
SEA OF OKHOTSK SHELF
2
North Caucausus District,
Southern District
7.5
4.3
0.99
0.1
8
0.11
0.2
1.3
6
22
4. Continental Shelf
of Arctic Sea
As of 1 January, 2014, recoverable reserves of the 1+2 category (within
the perimeter of IFRS with affiliates)
amount to 0.12 bln t(incl. 0.05 bln tof2)
of oil and condensate and 0.08tcm
ofgas (incl. 0.06tcm of 2).
5. West Siberia
As of 1 January, 2014, recoverable reserves of the 1+2 category (within
the perimeter of IFRS withaffiliates)
amount to 7.5 bln t
(incl. 2bln tof 2) of oil and condensate
and 4.3tcm of gas (incl. 1.2tcm of 2).
rosneft
70
0.2
0.3
0.87
rosneft
23
Reserves
and Resources
(SEC AND PRMS)
287%
OF HYDROCARBON
PRODUCTION HAS BEEN
REpLACED WITH NEW
RESERVES THE BEST
PERFORMANCE AMONG
INTERNATIONAL PUBLICLY
TRADED MAJORS
According to the DeGolyer & MacNaughton audit, using the SEC classification, which stipulates economic life of
the field evaluation, as of 31 December
2013, Rosnefts proved hydrocarbon
reserves amount to 33,014 mln boe,
including liquid hydrocarbon reserves
(oil, condensate, natural gas liquids) of
25,191mln boe (3,398mmt) and gas reserves of 46,941bcf (1,329bcm). Thus, in
2013, the oil reserves replacement ratio
was 179%. The Companys hydrocarbon
reserves, year-on-year, have grown
by 11% (including liquid hydrocarbon
reserves by 6%, gas reserves by
29%). Reserves additions are mainly the
result of the successful delivery of the
E&A program, drilling and putting on
stream new blocks of the Companys
core fields, well interventions aimed at
maintaining base production, as well as
increased stakes in LLC Taas-Yuriakh
Neftegazodobycha and ITERA Oil & Gas
Company.
Also, DeGolyer & MacNaughton has
audited Rosnefts reserves using the
PRMS classification. As of 31 December
2013, the proved hydrocarbon reserves
(1) amount to 41,771mlnboe, including
30,782 mln boe (4,161 mln t) of liquid
Hydrocarbon Reserves
Replacement Ratio*
Rosneft
287%
BP
199%
Statoil
128%
Total
119%
Eni
105%
ExxonMobil
103%
2013
287
245
2012
237
177
2011
357
161
24
50
100
150
200
250
300
350
400
rosneft
RN-Yuganskneftegaz LLC
rosneft
41.8
25
RN-Yuganskneftegaz LLC
339
26
rosneft
rosneft
27
CRUDE OIL
Production
207
28
rosneft
LLC RN-Nyagan
Moscow
CJSC Vankorneft
21.4 0.63
5.0 1.1
LLC RN-Yuganskneftegaz
OJSC Samaraneftegaz
66.2 3.8
LLC Taas-Yuriakh
Neftegazodobycha
OJSC Samotlorneftegaz
OJSC RN-Sakhalinmorneftegaz
1.2 0.4
0.2
11 0.5
22 4.3
8.8
LLC RN-Uvatneftegaz
6.5
OJSC Verkhnechonskneftegaz
16.1 2.2
OJSC Orenburgneft
OJSC Buguruslanneft
Explanatory notes
Head Office
Exploration
and production
In the reporting year, the Company produced 207* mln tof liquid hydrocarbons,
which is a69.6% increase, year-on-year.
The growth was primarily due the integration of new assets, increased production from the Vankor and Verkhnechonsk
fields in East Siberia, and high efficiency
of well stimulation operations in the fields
of Central Russia and West Siberia.
In 2013, natural and associated gas
production grew considerably, year-onyear, and amounted to 42.1* bcm. The
rosneft
29
PRODUCTION IN KEY
REGIONS OF COMPANY
OPERATIONS INRUSSIA
BILLIONTH TON
OF OIL PRODUCED
BY RN-YUGANSKNEFTEGAZ
LLC ON 3 October, 2013
West Siberia
Khanty-Mansi Autonomous District
Yugra (KhMAO Yugra)
The Khanty-Mansi Autonomous District
is the main region in which Rosneft is
present where major producing assets
operate, such as LLC RN-Yuganskneftegaz and OJSC Samotlorneftegaz. It is
there that one of Rosnefts largest fields,
Priobskoye, is located, accounting for
13% of its total production.
RN-Yuganskneftegaz LLC
In 2013, RN-Yuganskneftegaz produced
66.2mmt, which is 26% of the total
KhMAO-Yugra production and 13% of the
total Russian Federation production. Gas
production was 3.8bcm. The company
has been maintaining stable production
levels in excess of 65mmtper year over
the past 6 years.
Credit for such high operating performance goes to efficient handling of
base production well stock and alarge
scope and the high efficiency of development drilling.
Two license blocks are being produced. In 2013, the Company produced
22.0 mmt of oil at Samotlor and 4.3bcm
of gas.
The key success drivers are:
reduction of the decline rate by improving the quality of well stock and
reservoir management;
Scaling up the multi-stage hydraulic
fracturing and sidetracking program
(113 wells/sidetracks), which in 2013,
brought about 243 kt of incremental oil
production.
2.7
30
4Q2013
-3%
4Q2012
-7%
4Q2011
rosneft
OJSC Samaraneftegaz
rosneft
2.9%
PRODUCITON GROWTH IN
OJSC SAMARANEFTEGAZ
FIELDS
Volga-Urals Region
Samara Region
In 2013, Samaraneftegaz fields
produced over 11.0 mln tof oil and
0.5 bcm of gas. The reporting period
shows a2.9% increase in oil production, 409 well interventions delivering
1.5mmtof incremental production, 46
new wells commissioned with an
average flow rate of 65.3 t/day. The
average flow rate of the newly commissioned wells is higher than the 2012
level, despite the general trend toward
deteriorating quality of reserves being
drilled in mature regions. In addition to
that, the fracking program for recompleted wells has been expanded. In 2013,
70 wells were commissioned vs. 44 in
2012; also, there were 172 recompletions for commingled production vs.
157 in 2012.
31
CJSC Vankorneft
70
20
MILLIONTH TON OF
OIL PRODUCED AT
VERKHNECHONSKOYE OIL
FIELD IN JULY 2013
32
rosneft
Verkhnechonskoe field
Orenburg Region
In 2013, the Orenburg assets (OJSC
Orenburgneft and Buguruslanneft LLC)
produced 16.1mmtof oil and 2.2bcm
of gas. Comprehensive interventions
aimed at reducing base production
decline rates reversed the trend toward
production decline due to depletion and
high watercut which began in 2011.
112 new wells were commissioned with
an average flow rate of 66.0 t/day.
Drilling scope and efficiency were maintained at the 2012 level despite more
wells drilled on reservoir edges with
poorer geological properties.
Pilot programs began testing multi-stage
acid treatments of horizontal wells in the
Pronkinskoye field.
On top of that, higher incremental production was achieved by sidetracking
and hydraulic fracturing in recompleted
wells due to agood selection of candidate wells.
East Siberia
Verkhnechonskoye Field
Verkhnechnskoye field (VCNG) is the
second largest field in East Siberia
rosneft
(second to Vankor). Commercial production from this field in the Irkutsk Region
began in October 2008. In 2013, it
produced 6.5mln tof oil.
33
Hard-to-Recover
Reserves
Domanik Project
21 June, 2013, Rosneft and Statoil signed
Heads of Agreement regarding tight
hydrocarbon reserves of the Domanik
formations in the Volga-Urals basin.
Statoil will provide carry financing for the
Pilot Work Program, as well as technologies and experts. If the Domanik development proves to be feasible, Statoil will
provide additional carry for the Commercial Development Phase.
20.0
45.3
10.0
45.3
49.8 5.0
45.3
54.8
45.3
34.8
688
Tyumen suite
44.8
<2mD
(formation >10m)
504
<2mD
(formation <10m)
167
Bazhenov, Abalak,
Hadum, Domanik
fromations
74
0
20
34
40
60
80
100
120
rosneft
1.1
0.3
Nenets
Autonomus Area
Moscow
4.1
10.4
1.1
4.4
2.3
1.4
306.0
515.0
Urals-Volga
North-Caucasus
District
47.4
121.9
LOW-PERMEABILITY Reservoirs
Full-scale drilling began on the YuK2-9
Tyumen formations in the Em-Egovskiy
block. The next step will be development of analogue YuK2-9 Tyumen
accumulations in the adjacent Talinskiy
block of Krasnoleninsk oilfield with the
number of drilling rigs and drilling scope
involved to be gradually increased.
Horizontal wells with multi-stage fracking
began to be drilled in the SeveroKhokhriakovskoye field. Previously,
there had been afew attempts to begin
active development of the field, but they
failed due to low economic efficiency.
rosneft
Yamal-Nenets
Autonomus Area
Khanti-Mansi
Autonomus Area
Tyumen
Region
12.6
13.1
Tomsk
Region
24.1
428.3
Irkutsk Region
1.4
>
Multi-stage hydraulic fracturing technology has been used in RN-Yuganskneftegaz fields since 2012, with the main
targets being Tyumen and Achimov
formations. The average initial flow
rate in 38 horizontal multi-fracked wells
drilled in 2013 was 161t/day.
35
OFFSHORE PROJECTS
DEVELOPMENT
THE FOREFRONT OF THE
WORLD ENERGY SECTOR
Rosnefts strategic priority is capturing unique
opportunities for growth and value creation associated
with its major offshore asset portfolio. The Company is
going to address this by using state-of-the-art technologies
and cooperating with its strategic partners global
oil and gas industry leaders - to maximize exploration
and production efficiency and minimize any adverse
environmental impact.
Projects
on the Russian
Continental Shelf
ExxonMobil
ExxonMobil
Statoil
Eni
Laptev
Sea
Kara
Sea
Barents
Sea
Chukchi
Sea
Statoil
2013 Achievements
in Offshore Development
1. Acquisition of licenses
for offshore prospects
In 2013, the Company acquired 17
License blocks in the Arctic and Far
Eastern shelf of the Russian Federation
(Zapadno-Prinovozemelskiy, Russkiy,
Severo-Pomorskiy-1, Yuzhno- Prinovozemelskiy, Zapadno-Matveevskiy,
Anisinsko-Novosibirskiy, Severo-Karskiy,
Ust-Lenskiy, Ust-Olenekskiy, SeveroVrangelevskiy-1, Severo-Vrangelevskiy-2,
Yuzhno-Chukotskiy, Albanovskiy,
Varnekskiy, Vostochno-Sibirskiy-1,
Vostochno-Pribrezhniy, and AmurLimanskiy) with the total hydrocarbon
resources of over 23.3 bln toe.
locations
Environmental and fishery studies on
11license blocks
38
ExxonMobil
Gulf
of Mexico
ExxonMobil
SODECO
Eni
ONGC
Sinopec
South China
Sea
ExxonMobil
ONGC
PetroVietnam
Black
Sea
2. Signing of agreements
with strategic partners:
INPEX
Sea
of Okhotsk
Annual report 2013|Offshore projects development the forefront of the world energy sector
ROSNEFT
The demand for supply and support vessels to be used for drilling operations in
the Companys license blocks has been
assessed. The types and number of
vessels have been determined and n
estimate of potential demand for vessels
has been made.
ROSNEFT
6.4
70.5
14
13.3
Russia (offshore
average)
27.3
50.8
50.8
Norway (offshore)
18.8
16.7
35.5
USA (GoM)
10
19.2
29.2
Brazil (offshore)
19
Canada (Arctic
offshore)
12
31
0
10
20
30
40
50
60
70
80
Offshore projects development the forefront of the world energy sector|Annual report 2013
39
Offshore Projects:
Main Results
Arctic Offshore
Projects
40
Annual report 2013|Offshore projects development the forefront of the world energy sector
ROSNEFT
Sakhalin-1
Project
In 2013, execution of the Sakhalin-1
project (Rosneft stake 20%) continued
efficiently. Rosnefts partners on the
project are ExxonNeftegaz Limited,
SODECO (Japan) and ONGC (India).
In 2013, the project delivered atotal of
7.009mln tof oil and gas condensate,
which is 18.6% above the plan set by the
Company; 2.364bcm of gas (+7.6% to
plan) was supplied to consumers in the
Russian Far East.
ROSNEFT
meters
RECORD-LONG Z-42
WELL WAS COMMISSIONED
12,700
Offshore projects development the forefront of the world energy sector|Annual report 2013
41
In 2013, the Company, fully and in atimely fashion, complying with its license
commitments regarding geological
exploration of Sakhalin-3 (Veninskiy block),
sent its final geological report to the
Russia Geology Agency, Rosgeolfond.
42
Annual report 2013|Offshore projects development the forefront of the world energy sector
ROSNEFT
2012
0.3
0
5.3
2013
15
15
0
2014
1
1
0
0
10
15
20
2014
1500
0
100
2013
110
110
0
2012
110
0
0
0
500
1000
1500
2000
ROSNEFT
Offshore projects development the forefront of the world energy sector|Annual report 2013
43
Improving Efficiency
of Contractor/Supplier
Relations
2013 Achievements in
Procurement
Ensuring maximum transparency of the
Companys procurement activities by
making procurement plans, information
about tender plans and results, and
reports on awarded contracts publicly
available (99.99% of procurement information is published);
2013 savings resulting from competitive
buys account for nearly RUB 11,000
mln of the planned amount of competition-based procurement volume (3.9%);
The number of accredited counterparties in the existing data base of potential
suppliers that are qualified as meeting
Company requirements is now in excess
of 3,000;
Reduction of the tender procedures
time by 3050% relative to standard
timelines
44
ROSNEFT
http://zakupki.rosneft.com/zakup
45
REFINING,
COMMERCE
AND LOGISTICS
The strategic goal of Rosneft refining, commerce and
logistics teams is to ensure the best use of crude oil and
gas produced by the Company, and of its petroleum
products.
The Company creates added value for the shareholders
by successfully implementing a large-scale refinery
modernization program, by constantly improving the
customer offer through its own retail network and
wholesale channels, as well as by applying best trading
practices in Russia and abroad.
Murmansk
Kaliningrad
Saint-Petersburg
Ust Luga
Arkhangelsk
Igarka
Sheremetyevo
Vnukovo
YaNOS
Vankor
Domodedovo
* Proforma data
Novy Urengoy
RNPK
Saratov
Refinery
Yuganskneftegaz
Kazan
Yakutsk
Samaraneftegaz
Samotlor
Koltsovo
Okha
Taas-Yuryakh
Uvatneftegaz
De-Kastri
NNPO
Samara
Refinery Group
Vanino
Verhnechonskneftegaz
Orenburgneft
Komsomolsk
Refinery
Krasnoyarsk
Tuapse
Refinery
Prigorodnoe
Blagoveshensk
Korsakov
Achinsk
Refinery
Sochi
Irkutsk
Kozmino
Angarsk
Petrochemical
Company
Nakhodka
Vladivostok
Posiet
Ryazan
Syzran
Kuibyshev
Novokuibyshevsk
Achinsk
Effect on oil
products output
Angarsk
Komsomolsk
Effect on oil
products output
Exploration note:
Regions under
retail coverage
Completion in 2014
Producing assets
Completion in 2016
and beyond
Refineries
Upgrade
Vacuum block
Refining depth
Vacuum block
Refining depth
Isomerization
Euro-5 gasoline
Isomerization
Euro-5 gasoline
Cat cracking
Cat cracking
Hydrotreatment
Hydrotreatment
Reforming
Euro-5 gasoline
Reforming
Euro-5 gasoline
Alkylation
Euro-5 gasoline
Alkylation
Euro-5 gasoline
Refining depth
Coking1
Hydrocracking
MTBE
Coking1
Hydrocracking
MTBE
Refining depth
Completion in 2015
Ports of presence
48
ROSNEFT
ROSNEFT
49
Design capacity,
mln tn
Refinery throughput,
mln tn
Tuapse
12.0
5.6
52.5
Achinsk
7.5
7.4
55.5
10.2
10.1
60.8
Komsomolsk
8.0
7.1
58.2
Ryazan*
18.8
13.5
55.1
Saratov*
7.0
4.7
43.8
7.5
5.9
55.8
Slavneft-YANOS (50%)*
24.1
22.0
55.4
Novokuibyshev
8.8
8.2
55.7
Kuibyshev
6.8
6.9
55.0
6.9
55.4
72.5
Syzran
8.5
LINIK
8.0
11.5
10.6
1.7
5.8
1.48**
31.0
Gasoline
Jet fuel
Diesel fuel
Fuel oil
Tuapse
Refinery
1.1
1.8
2.5
Other
0.1
Achinsk
0.3
1.2
0.2
2.4
2.7
0.3
0.7
0.3
1.3
0.6
3.4
2.6
Komsomolsk
0.8
0.5
0.3
2.6
2.8
Ryazan**
0.3
2.6
0.9
3.1
4.5
1.5
Saratov**
Slavneft-YANOS (50%)**
0.7
1.2
1.5
1.2
0.2
0.9
0.4
1.7
1.8
0.6
0.5
2.1
0.6
4.5
0.3
2.6
0.9
3.0
0.6
7.3
6.9
1.8
0.7
0.1
0.6
1.4
the requirements of the Russian Technical Regulations, will enable the Company to:
protect the margin of sales channels
in the domestic market;
ensure availability of sufficient volume of products for domestic sales
channels;
50
ROSNEFT
Increased design
processing capacity
of the Tuapse Refinery
which reached 12
mmtpa marked the
completion of the first
stage of the largescale modernization
oftheplant
Premium Euro-95
gasoline and Euro diesel
fuel produced by the
Syzran Refinery prove
the compliance with the
highest quality level set
by the Russian Quality
program. Respective
certificates and an
expert report were
issued by the Expert
Program Center of the
Russian Organization
for Quality in 2013
BLN RUB
IS THE SYNERGY
FROM INTEGRATION
OF NEW REFINING ASSETS
IN2013, ACHIEVED
BY OPTIMIZING
THE STRUCTURE OFCAPITAL
EXPENSES
ROSNEFT
51
Creation of apowerful
refining center
in EAST SIBERIA
ANDthe Far East
Modernization of the
Komsomolsk and Achinsk
Refineries and the Angarsk
Petrochemical Company
Komsomolsk Refinery
Petroleum product output was 7.0mln
tons. The refining depth was 60.7%.
52
ROSNEFT
203
ROSNEFT
53
Efficient sales
of oil, gas
and refined products
54
ROSNEFT
NORTHERN
BASIN
BALTIC BASIN
Murmansk
Kaliningrad
Saint-Petersburg
Ust Luga
Arkhangelsk
Igarka
Sheremetyevo
Vnukovo
Domodedovo
YaNOS
Vankor
Nyagan
Novy Urengoy
Ryazan Refinery
Kazan
Saratov
Koltsovo
Samaraneftegaz
Refinery
Novorossiisk
Anapa
Krasnodar
Gelendzhik
Tuapse
Refinery
Sochi
FAR EASTERN
BASSIN
Yuganskneftegaz
Yakutsk
Samotlor
Okha
Taas-Yuryakh
De-Kastri
NNPO
Samara
Refinery Group
Vanino
Orenburgneft
Komsomolsk
Refinery
Blagoveshensk
Krasnoyarsk
BLACK SEA
BASSIN
Achinsk
Refinery
KAZAKHSTAN
Transit to China
Abakan
Irkutsk
Angarsk
Petrochemical
Company
Prigorodnoe
Korsakov
Kozmino
Nakhodka
CHINA
Vladivostok
Posiet
Legend:
Regions under
retail coverage
Refineries
Own fuel-filling
complex
Tanker/fuel vessel
Commodity
oil flow
Producing assets
Partners fuel-filling
complex
Ports of presence
8.2
ROSNEFT
55
Rosneft and China National Petroleum Corporation sign long-term crude oil supply contracts
Crude sales
104.1mln tons
55.6% growth
56
business plan, and CJSC RN-Trans EBITDA grew 38% vs. the business plan).
Crude sales
ROSNEFT
Rosnefts contract
with China National
Petroleum Corporation
is the largest contract
for the supply of oil to
the Peoples Republic
of China, the worlds
second largest economic
power
Expansion of direct
cooperation
with end consumers
In 2013, Rosneft made contracts with
one of Polands largest oil concerns,
Polski Koncern Naftowy Orlen S.A. (PKN
Orlen). The signed contracts imply crude
oil supplies to PKN Orlen refineries in
Poland and the Czech Republic. On the
Polish front, 5.4mln tons was supplied
in 2013, with the contract being valid
until the end of 2016 and the maximum
amount of supplies being 6.0 mmta.
Supplies to PKN Orlen Czech refiner
amounted to 1.2mln tons in 2013, with
the contract being valid until mid-2016
and the maximum amount of supplies
being 2.4 mmta.
In addition, supplies commenced to the
Gdansk refinery, owned by Polish Grupa
Lotos. In December 2013, the first 100
thousand tons were supplied and a
contract signed for 2014, which provides
for the supply of 2.4mln tons.
Gas sales
ROSNEFT
57
114
>
31.8mln tons
48.6% growth
Rosneft leader
in LIGHT OIL PRODUCT SALES
AT RUSSIAN EXCHANGES
58
ROSNEFT
ROSNEFT
2,627
OWN AND LEASED RETAIL
SITES IN RUSSIA AND
ABROAD
59
50.6mln tons
50% growth
Sales
of petrochemicals
Rosneft sold 3.1mln tons of petrochemical products in 2013, up 7% year-on-year.
This amount includes 2.3mln tons of
petrochemical products sold overseas
(with 2.2mln tons manufactured at the
facilities of the JV with Ruhr Oel GmbH),
and 0.8mln tons sold domestically.
Wholesale oil products
B2B business
3
5.8 Europe and other destinations
11.7 Asia-Pacific
3.1 CIS
Jet fueling
business
Rosnefts activities in the aircraft fueling
business covers virtually all regions of
the Russian Federation due to the Companys extensive airport presence (own
aircraft fueling sites (TZK) and storage
tickets in third-party TZK).
Jet fuel sales grew more than twofold to
3.1mln tons in 2013, with the growth effect from TNK-BP Holding Group assets
acquisition in 2013 amounted to 1.3 mmt.
60
ROSNEFT
De-Castri port
De-Castri is one of the largest ports in
the Far East that assures efficient oil
exports into Asia Pacific.
The De-Castri export terminal with
annual capacity of 12 mmta is owned
by Sakhalin-1 project consortium,
where Rosneft holds a20% stake.
In 2013, 1.3mln tons of Company
oil was shipped via De-Castri, flat
year-on-year.
Caspian Pipeline
Consortium
The Caspian Pipeline Consortium
(CPC) pipeline runs from the Tengiz
oil field in West Kazakhstan to the
Novorossiysk sea port. Rosneft
has been in the CPC project since
1996 via the Rosneft Shell Caspian
Ventures Ltd. joint venture (project
share is 7.5%). The Company holds
51% in the joint venture, with Shell
holding the remaining 49%.
Rosneft shipped 3.8mln tons of oil
and gas condensate via this pipeline,
including toward Russias quota that
is managed by Transneft. Volume
growth from 1.7mln tons in 2012 was
mainly driven by the launch of OJSC
Orenburgnefts light crude sales.
OJSC RN-Nakhodkanefteprodukt
Oil Terminal
OJSC RN-Nakhodkanefteprodukt,
aRosneft Subsidiary, owns an
oil loading terminal in the port of
Nakhodka, the Maritime Territory.
The terminal is mainly used to export
oil products manufactured at the
Komsomolsk Refinery, the Angarsk
Petrochemical Company, and the
Achinsk Refinery. The transshipment
capacity is about 7mln tons of oil
products ayear.
ROSNEFT
6.96
LLC RN-Tuapsenefteprodukt,
aRosneft subsidiary, engages in
export-bound oil products marine
transshipment, oil products loading
into railway and truck tanks, oil
product deliveries by gasoline trucks.
In 2013, the facility celebrated its 85th
anniversary.
The capacity of the terminal, located
in the direct vicinity of the Tuapse
Refinery, is 17mln tons ayear. The
terminal is used mainly to export oil
products manufactured at the Tuapse,
Achinsk and Samara refineries. In
June 2012, Rosneft, in the presence
of the President of the Russian
Federation and Companys President,
launched a7 mmtpa deep-water berth
1A in the Tuapse port, capable of
loading ships with displacement of up
to80 ktons.
In 2013, the Company shipped 8.8mln
tons of oil products via the Tuapse
terminal (with export and domestic
bunkering), and if transshipment of
third-party oil products is factored in,
the figure goes up to 10.9mln tons.
LLC RN-Arkhangelsknefteprodukt
OilTerminal
LLC RN-Arkhangelsknefteprodukt,
aRosneft subsidiary, engaged in
export-bound transshipment of thirdparty oil products and marine fuel
transshipment services via the sea
terminal, and oil transshipment via the
Belokamenka floating storage.
In 2013, oil products transshipment
volumes (with bunkering services) via
the terminal amounted to 2.8 mmt,
and third-party oil transshipment
volumes, to4.5 mmt.
61
26
airports of jet
fuelling operations
Rosnefts PRESENCE
in Russian aircraft
fueling business
62
ROSNEFT
ROSNEFT
63
GAS BUSINESS
DEVELOPMENT
Rosneft is Russias third largest gas producer. The
Company develops significant gas reserves in West and
East Siberia and holds a unique portfolio of licenses for
the development of hydrocarbon resources on the Russian
continental shelf. Rosnefts strategic goal is to assure
efficient development and monetization of gas resources,
making sure that gas business plays a much greater role in
the Company shareholder value growth.
Building
PROFITABLE
gas business
Consolidated recoverable
reserves
6,5 bcm
66
ROSNEFT
KARA SEA
AND BARENTS SEA
SHELF
Latvia
SAKHALIN AND
OKHOTSK SEA
SHELF
Khanty-Mansi
Autotnomus District
Legend
Rosneft Gas Delivery
Regions
Shelf Exploration
and Appraisal Works
LNG Production
Project
1. LLC RN-Krasnodarneftegaz
Mature producing asset.
2013 APG sales in a premium region
2. LLC RN-Yuganskneftegaz
Mature producing asset.
2013 ongoing APG utilization rate
upgrade program
3. OJSC Sibneftegaz
Mature gas asset with growth potential.
2013 100% consolidation
4. LLC Taas-Yuryakh
Neftegazodobycha
Promising oil and gas asset, located
140 km from Power of Siberia pipeline.
2013 100% consolidation
9. Vankor cluster
Development of a new production hub.
2013 carried on with the APG
utilization improvement targeted
program.
5. OJSC Varyoganneftegaz
Gas cap monetization potential.
2013 Gas reserves monetization pilot
approved
6. Sakhalin-1 project
Preparations for project Phase 2 (gas
phase) design stage.
2013 gas distribution to households in
the Sakhalin Region
ROSNEFT
67
42.1
bcm*
2013 gas production,
Russia's 3rd largest
gas producer
Market Environment
100
200
300
400
500
600
700
800
582
600
622
509
500
402
400
300
237
251
265
200
100
2011
2012
July 01.07.2013
Gazprom Independents
* Pro forma data.
68
ROSNEFT
LLC RN-Purneftegaz
ROSNEFT
69
70
100
2020E
2013
42.1*
2012
16
2011
13
20
40
60
80
100
120
ROSNEFT
LLC RN-Purneftegaz
ROSNEFT
28.7
71
changes were made to the gas transportation system development strategy for
the Tagul, Suzun and Lodochnoe fields,
with the purpose of using the Vankor
capabilities for gas export.
95
2015
92
2014
forecast
80
2013
70
2012
54
2011
53
forecast
forecast
72
10
30
50
70
90
110
ROSNEFT
Project Agreements
at Saint-Petersburg International
Economic Forum signed LNG Project
Development Agreement that stipulates completion of pre-FEED stage by
end of 2013 and commencement of
designing in 2014.
Starting from December 1, 2013 changes to The Federal law On gas export
have entered into force. These changes allow to export LNG producing from
Companys future Russian offshore
projects.
Legend
OKHOTSK SEA
Resource base
Kaygansko-Vasyukanskoye sea
Astrakhanovskoe
sea-Nekrasovsky
Sakhalin-1
North Chaivo
North-Veninsky
block
De Kastri
Sakhalin
island
Amur river
CHINA
ROSNEFT
Komsomolsk-on-Amur
Khabarovsk
Alternatives
Ilinskiy
Aniva
73
Building
International
Business
Rosneft has a diversified portfolio of oil and gas assets
in a number of promising regions of the international
petroleum business. The goal of a sustainable and
profitable international presence is the creation of added
value for shareholders and acquiring new knowledge
and competences to enhance the efficiency of projects
developed in Russia.
Drilling in Venezuela
Regions of the
Companys existing
and potential
international
operations
5
Norway
Great Britain
Germany
Canada
Italy
Japan
Mongolia
Gulf of Mexico
China
Belarus
76
Ukraine
Vietnam
Algeria
Venezuela
UAE
Turkmenistan
Brazil
Legend
Producing assets
Refineries
ROSNEFT
ROSNEFT
77
Developing projects
inVenezuela
Rosneft is one of the largest international investors in the Bolivarian Republic of
Venezuela (BRV). The majority of Company projects in BRV are associated with
the production of stranded extra heavy
hydrocarbons, therefore, application of
world-class high technologies is apriority for the Company.
At present, Rosneft cooperates with
Venezuelan state oil company PDVSA
in relation to the implementation of
awhole range of oil and gas projects
in various stages. Producing brownfield
projects are operated via the following
joint ventures:
78
PetroVietnam 20%
ONGC 45%
ROSNEFT
Facilities:
The Lan Tai field was put on stream in
2002. The platform has agas processing and compression facility and living
quarters. Production is from 5 wells with
subsea trees connected to the platform
by asingle subsea manifold.
The Lan Do field was put on stream in
2012. It has two wells with subsea trees
connected to the Lan Tai platform, the
distance from the Lan Tai platform is
28km.
Gas has been produced from the 06.1
Block since 2002.
PetroVietnam 51%
Perenco 16.3%
ROSNEFT
The block is located in afairly well explored basin, Nam Con Son, with adeveloped infrastructure and underutilized
hydrocarbon transportation capacities.
In May 2013, the Company signed aProduction Sharing Agreement with PetroVietnam on development of the 05.3/11
offshore block in Vietnam adjacent to
the Companys producing asset, 06.1
Block, and the Nam Con Son pipeline.
Resource potential:
79
SCIENCE
AND INNOVATION
Rosneft is a leader in the process of high-quality
modernization and innovative changes in the Russian oil
and gas industry. The Company is focusing its efforts on
developing the intellectual and technological potential of
the industry based on a powerful foundation of Russias
petroleum academic school one of the best in the
world and in partnership with leading international
oiland gas companies.
SCIENTIFIC INNOVATION
AND KNOWLEDGE SHARING
148.1
bln RUB Rosnefts
2013 EXPENSES FOR
INNOVATION ACTIVITIES
82
ROSNEFT
ROSNEFT
36
TARGET-FOCUSED
INNOVATION PROJECTS
WERE CARRIED OUT IN
2013 with particular
attention to
implementing their
results and making
them proprietary via
intellectual property
rights
83
84
Russian Federation, has been developed enabling the creation of own feed
base to manufacture high-value polymer
materials which could replace imported
materials.
ROSNEFT
Knowledge rollout
Setting up asystem of continuous
summarization and rollout of
knowledge and best practices is the
vital element of Rosneft Innovative
Development Program.
In 2013, our activity in this area
included the following:
quarterly production of our corporate Nauchno-tehnichesky vestnik
OAO NK Rosneft (Rosneft Science
Monitor);
regular publication of articles
authored by Company specialists,
in leading Russian academic and
technical editions;
participation of Rosneft specialists in national and international
conferences.
Our Company is implementing
aKnowledge Management System
(KMS, the iKnow information system).
2013 .
29,7 .
2013
2012
2011
2010
-1500
-500
500
1500
2010 projects
2011 projects
2012 projects
2013 projects
2500
3500
29%
34% ,
2%
13%
5%
5%
12% -
ROSNEFT
85
The new materials are already demanded by the electrical engineering industry.
Materials are being developed for oil
and natural gas production, refining and
transportation light polymer proppants,
materials for exploration and oil production, polymer and polymer composite
pipe, fittings and other hydrocarbon-resistant equipment to be used in aggressive environments. Such materials are
needed in the aircraft- automobile and
shipbuilding industries. New-generation
smart materials are needed for micro-electronics, optronics, and medicine.
According to the Company plans, the
next few years will see manufacturing
of1520kt of advanced polymer composite materials needed by developing
innovative technologies.
Advanced Technologies
Adaptation and Implementation
in 2013
86
ROSNEFT
criteria, and creation of new technologies for studies and survey with afocus
on underwater geotechnical drilling
technology;
ROSNEFT
87
Health, Safety
and Environment
Rosneft is fully aware of and recognizes its social,
economic and environmental responsibility wherever
itoperates and with respect to whatever projects
itengages in. In its HSE policy the Company is governed
bythe requirements of Russian legislation and
international law. By using state-of-the-art technologies
and advanced operational methods, the Company creates
a safe and healthy working environment for its employees,
minimizing the risk of emergencies and accidents.
Vankor field
OCCUPATIONAL
and Industrial
safety
and facilities to the level of HSE performance demonstrated by its best global
peers;
9.2
90
ment System;
ROSNEFT
ROSNEFT
>
273
ca.
91
Environment
Protection
Comprehensive prevention
of environmental impacts
from ongoing operations.
Construction of
environmental protection
facilities
To assure comprehensive prevention of
environmental impacts, our Company
implements organizational, technical
and investment actions, in particular,
as part of specialized environmental
programs.
In particular, our Companys Targeted
Environmental Program has enabled
construction and commissioning of
dozens of environment protection infrastructure facilities (to assure clean waste
disposal and sewage treatment).
In 2013, we completed construction
of twelve treatment facilities in our
92
ROSNEFT
Unit of measurement
2011A
2012A
2013A
Total 2011-2013
hectare
600
424
159
1,183
RUB mln
475
262
65
802
cub.m'000
126
185
77
388
RUB mln
481
740
341
1,562
cub.m'000
567
543
586
1,696
1,376
1,395
1,524
4,295
RUB mln
ROSNEFT
1,930
OJSC Samaraneftegaz area of operations (including within the Mikhailo-Kohannovskoe field, with annual oil waste
recycling throughput of 11 thousand
cubic meters);
93
20
>
125
94
ROSNEFT
ROSNEFT
95
Measurement unit
2012**
2013
Change, %
RUB thou.
11,524,856
45,892,496*
298%
Upstream
RUB thou.
5,922,059
28,581,910
383%
Refining
RUB thou.
4,885,589
16,920,822
246%
Business support
RUB thou.
717,208
389,763
-47%
1,353,560
1,800,759
33%
sq. km
260,800
336,071
29%
45
77
1,261,130
2,967,759
135%
* Increase in investment in fixed assets is due to both expenditure increases for target programs (gas program, refinery modernization program), and separation
of environmental investment associated with/integrated in other projects.
** Without new assets.
96
ROSNEFT
2012
2013
Number of emergencies
1,929.6
2,102.6
2,970.0
953
1,068
1,507.8
976.6
1,034.6
1,462.2
Note: the increase of funds in 2013 is not associated with new asset integration, it was due to aconsistent effort to deliver on the Company Presidents assignment that financial and material provisions be made in each Rosneft Group subsidiary for emergency prevention and response.
Development of aSystem of
Operational Management and
Response to Emergencies and
Incidents
The Company is currently engaged in
developing aRisk Management Information System to be implemented in the
Crisis Management Center.
Rosneft 2013 Performance
inEmergency Prevention
andResponse
In 2013, over 150 desk-top and special-purpose tactical emergency response exercises were run by Company
subsidiaries, including oil and product
spill (threat of oil and product spill)
response, involving over 9 thousand
Company employees.
From 17-18 December 2013, adesk-top
exercise of the Group scale entitled
Emergency Response on Company
Sites in Winter Time was run for the
first time in Rosneft history. The exercise
involved all the subsidiaries and affiliates, including in Ukraine, Belarus and
Abkhazia.
Despite the Company tightening its
operational safety assessment criteria
and more assets having been joined to
the Rosneft, concerted actions taken
in 2013 made it possible to prevent
emergencies. Those included additional
preventive measures taken across the
ROSNEFT
97
1% Service
Energy Efficiency
Improvement
and Energy Saving
The Company considers continuous
energy efficiency improvements to be
akey driver of its successful development, an inalienable part of efficient
business, and acontribution to societys
sustainable development.
Fuel and Energy Resource
Consumption
Rosneft is the third largest consumer
of Russias fuel and energy resources, taking up over 3% of the countrys
energy mix.
The Companys total 2013 fuel and
energy consumption* was 23,947kt of
fuel equivalent, which, for instance, is
comparable to the annual consumption
of the Volgograd or Orenburg Regions.
Energy Saving Program
In 2013, the Company completed the
2009-2013 Energy Saving Program
98
ROSNEFT
1,868
kt of fuel equivalent
orRUB 11,877 mln
The total 5-year fuel
andenergy savings
In 2013, the Energy Efficiency Commission approved the 2014 2016 Road
Map for Energy Efficiency Improvement
which will enable certification of the
Companys Energy Management System
by 2017.
Energy Efficiency
and Energy Saving
Improvement Policy
In 2013, compliant with the GOST RISO
50001:2012 requirements, the Company
management took adecision to implement an Energy Management System for
its operations. The decision will help the
Company adopt global best practices
on reducing energy costs and make
2013 Savings
Power, thou. kWh
ROSNEFT
Kt of fuel equivalent
% of total savings, %
Fuel
1,034,239
12
338
83.9%
24,025
250
15
65
16.0%
639
0.2
0.1%
1,058,903
262
15
402
100%
99
corporate
GOVERNANCE
Rosnefts corporate governance system is designed
to assure its shareholders rights, the successful
andsustainable development of the Company,
as well asitsmanagement making effective
andresponsible decisions.
Corporate
Governance
System
102
RESPONSIBILITY
The Company management acknowledges the importance of shareholders
confidence and is fully aware of its
responsibility for the Companys performance, observance of shareholder
rights and delivery of the Companys
social commitments.
In 2013, 28.2% of Rosnefts non-consolidated net income, or RUB 85,315 million,
was paid in dividends.
The Companys Board of Directors
approved the System of Internal Control
and Risk Management, a policy aimed
at implementing a system of corporate control aligned with the growing
scale and complexity of the Companys
business.
The Rosneft General Meeting
of Shareholders
The General Meeting of Shareholders
is the Companys supreme governing body, whose terms of reference
cover the most significant matters of the
Companys activities. The process of
convocation, preparation, holding and
summarizing the results of the General
Meeting of Shareholders is governed by
the Regulation on the General Meeting
of Shareholders that was approved by
the resolution of the General Meeting of
Shareholders dated 20 June, 2013 (unnumbered Minutes dated 25 June, 2013
.) as revised to incorporate amendments in the company law.
The Annual General Meeting of
Shareholders
The Annual General Meeting of Rosneft
Shareholders was held in St. Petersburg
on 20 June, 2013 (unnumbered Minutes
25 June, 2013). The AGM reviewed the
independent directors
on the Board
of Directors
as of 31 December 2013
ROSNEFT
As of December 31, 2013, all the decisions taken by the General Meeting of
Shareholders had been delivered.
After the AGM, a meeting of the newly
elected Board of Directors was held
in which the Chairman and Deputy
Chairmen were elected. The Board also
approved membership of its three committees, each chaired by an independent director.
The Extraordinary General Meeting of
Shareholders
In 2013, one Extraordinary General
Meeting of Rosneft Shareholders was
held.
The EGM held in absentia on 18 June
2013 (unnumbered Minutes dated 21
June, 2013) approved execution of
related-party transactions which the
Company and Company affiliated entities, ExxonMobil Oil Corporation and its
affiliated entities enter into.
The Rosneft Board of
Directors
The Board of Directors is the principal
component of Rosnefts corporate
governance system. Pursuant to the applicable legislation and the Companys
internal documents, the Board of Directors is a body responsible for the overall
guidance and strategic governance of
the Companys activities.
The Board election process is transparent, the procedure of designating
candidates to Board membership is
compliant with law and stipulated by the
Company Charter and the Regulation on
the General Meeting of Shareholders.
The Rosneft Charter gives its shareholders more time than required by law to
designate Board candidates and stipulates that the Company, when preparing
a General Meeting of Shareholders,
provide to the shareholders information
about the candidates when the item on
Board of Directors election is on the
agenda.
Such information will include personal
details about the candidates age and
education background, jobs of at least
the past 5 years, position occupied
when designated as candidate, societal
relations, information on whether the
candidate has a record of financial,
ROSNEFT
103
Board
of Directors
Members
(as of 31 December, 2013)
Alexander
Nekipelov
Igor
Sechin
Andrey
Kostin
Sergey
Chemezov
Born in 1960.
Born in 1956.
Born in 1951.
Born in 1952.
104
ROSNEFT
ROSNEFT
105
Robert
Dudley
Matthias
Warnig
Nikolay
Laverov
John
Mack
Donald
Humphreys
In 1954 graduated from Moscow Institute of Nonferrous Metals and Gold named after M. I. Kalinin.
Doctor of Geology and Mineral Science. Member
of the Russian Academy of Sciences. Professor.
Publications include 25 monographs and more
than 700 papers in Russia and abroad. Some of
his scientific publications and inventions were
marked with government and industry awards,
and medals and orders of distinction of other
countries
Born in 1944
Born in 1948
Born in 1955
Graduated from the University of Illinois and
Thunderbird School of Global Management
From 2003 to 2008 held senior management
positions in OJSC TNK-BP Management
(Chairman of the Management Board, President,
Chief Executive Officer)
From 2009 Director and member of the Board
of Directors, from 2009 to 2010 Chairman of
the Board of Directors Executive Committee, from
2010 President of the BP Group plc.
Born in 1930
Born in 1955
In 1981 graduated from the Bruno Leuschner
Higher School of Economics (Berlin), majoring in
National Economics (qualified as an Economist)
Studied (1993-1995) in Dresdner Bank AG, Bad
Homburg (Germany) and London (UK) and was
qualified in Crediting and Risk Management
106
ROSNEFT
ROSNEFT
107
Executive
Non-Executive
Independent
Attendance
Audit
Committee
HR and
Remuneration
Committee
6/6
8/8
Strategic
Planning
Committee
35/35
Nikolay Laverov
35/35
5/5
35/35
5/5
Alexander Nekipelov
Igor Sechin
35/35
13/13
2/2
2/2
Hans-Joerg Rudloff
13/13
3/3
2/2
Sergey Shishin
13/13
3/3
2/2
Dmitry Shugaev
13/13
2/2
Ilya Shcherbovich
13/13
2/2
21/22
Andrey Kostin
22/22
3/3
6/6
3/3
John Mack
22/22
3/3
6/6
Donald Humphreys
22/22
3/3
Sergey Chemezov
3/3
22/22
3/3
Note: the first figure shows the number of meetings which the Director attended; the second figure shows the total number of meetings which the Director could
have attended in 2013.
fall within the remit of the Board of Directors in accordance with the Company
Charter 49
approval, adjustment, and delivery of the joining entities of the group to the conCompany business plans 2
1. The procedure for convocation and holding of Board of Directors meetings and for taking decisions by voting in absentia is determined by the Regulation on
the Rosneft Board of Directors.
2. Meeting date, Minutes number: 25.01.2013 8; 11.02.2013 9; 18.02.2013 10; 04.03.2013 11; 05.03.2013 12; 21.03.2013 13; 31.03.2013 14;
30.04.2013 15; 06.05.2013 16; 28.05.2013 17; 31.05.2013 18; 15.06.2013 19; 19.06.2013 20; 20.06.2013 1; 19.07.2013 2; 02.08.2013 3;
30.08.2013 4; 12.09.2013 5; 18.09.2013 6; 22.09.2013 7; 26.09.2013 8; 29.09.2013 9; 30.09.2013 10; 11.10.2013 11; 16.10.2013 12; 18.10.2013
13; 31.10.2013 14; 08.11.2013 15; 12.11.2013 16; 30.11.2013 17; 06.12.2013 18; 10.12.2013 19; 12.12.2013 20; 20.12.2013 21; 24.12.2013 22.
108
ROSNEFT
approval of the consolidated list of entities of the group and of the liquidation/
reorganization program 2
The Committees working in the reporting year were formed by the Board of
Directors elected in June 2013.
Information concerning the most important matters was disclosed by the Company in press releases3 and in the form
of communications on material facts4.
Board Committees
Activities in 2013
is designed to be instrumental in
improving the Companys long-term
performance.
When taking a decision on the creation
and composition of its committees,
the Board of Directors is governed by
the Company Charter and the internal
Regulations on the Board of Directors
Committees.
As of 31 December, 2013, all the Board
of Directors Committees were composed of non-executive directors and
chaired by independent directors as
stipulated by the Company Charter.
Following corporate governance
practices, each Board Committee has
at least three highly qualified members
who have substantial experience in the
respective area.
approval of individual performance indicators for the General Directors of, and
collective indicators for, the Key entities
of the group for 2013;
defining the Companys position regarding the size of annual bonuses for the
General Directors of the Key entities of
the group;
3. http://rosneft.ru/news/pressrelease/
4. http://rosneft.ru/Investors/information/importantnotices/
ROSNEFT
109
Committee
Membership as of 31
December, 2013
Committee
Functions
Committee ensures
Board liaison with
Audit Committee
auditors
Audit Commission
structural subdivisions carrying out
internal control and
audit functions
executive bodies
HR and
Remuneration
Committee
Matthias Warnig
(Chairman)
Andrey Kostin
John Mack
ensuring that highly qualified professionals are hired to manage the Company
and creating necessary incentives for their successful performance
participation in HR policy formation, in designing principles and criteria for
determining the size of remuneration and compensation to Board of Directors
and Management Board members, the Company President and senior
executives
participation in developing a long-term incentive program for Company
employees
reviewing reports on the Companys sustainable development prepared in
compliance with international standards
jointly with the HR Department, conducting preliminary assessment of
candidates for key positions, and also preliminary approval of the forms and
amounts of remuneration, compensation and other payments to the said
persons
structural sub-division
responsible for HR
policy;
executive bodies
defining the Companys strategic goals and developing its business priorities
ensuring the process of business planning and budgeting, and monitoring
their delivery
review and preparation of recommendations to the Board of Directors
concerning the Companys strategic development and management
monitoring and assessment of efficiency of Board of Directors-approved
strategy delivery
assessment of the efficiency of the Companys collaboration with investors
analysis of and informing the Board of Directors on the main trends in
the economic policy of the Russian Government concerning the sector of
business where the Company operates
analysis of proposals by structural subdivisions responsible for strategic
planning where it concerns approval, amendment, and implementation of the
Company development strategy
review of strategic investment projects
Committee members
cannot participate
in evaluating their
own performance
and setting their own
remuneration
Strategic Planning
Committee
Nikolay Laverov
(Chairman)
Robert Dudley,
Alexander Nekipelov
Donald Humphreys,
Sergey Chemezov
110
placement of securities;
ROSNEFT
The Rosneft
Management Board
In accordance with clause 12.3 of the
Company Charter, members of the
Management Board are appointed
by the Board of Directors for a period
of three years. The procedure for the
Management Boards formation and
requirements as to the professional
qualifications of its members (including
education and work experience) are
established by the Companys relevant
internal documents.
In 2013 the membership of the Company
Management Board changed as follows:
ROSNEFT
111
Igor
Sechin
Rashid
Sharipov
Eric
Maurice Liron
Larisa
Kalanda
Andrey
Votinov
State Secretary,
Vice President
Born in 1964
Born in 1971
Born in 1968
Born in 1960.
112
Born in 1954
ROSNEFT
ROSNEFT
113
Yuriy
Kalinin
Didier
Casimiro
Igor
Maydannik
Igor
Pavlov
Zeljko
Runje
Svyatoslav
Slavinskiy
Petr
Lazarev
Vice President,
HR and Social
Vice President,
Commerce and Logistics
Vice President,
Offshore Projects
Financial Director
Born in 1946
Born in 1966
Born in 1965
Born in 1967
Born in 1954
Born in 1970
Born in 1967
114
* In 2012 Nail Mukhitov was appointed as the member of the Management Board, Vice
President - Head of the Security service of OJSC Rosneft
ROSNEFT
ROSNEFT
115
Board of Directors
and Management
Remuneration
616.4
thousand shares
were transferred
to members of the
Board of Directors as
remuneration
Board of Directors
Remuneration
The Federal Law on Joint-Stock
Companies stipulates that members
of the Board of Directors may be paid
remuneration and/or compensation of
their expenses associated with the performance of their functions during the
period when they are in office. The Law
also stipulates that the size and procedure for payment of such remuneration
and compensation shall be established
by a decision of the General Meeting of
Shareholders.
Remuneration Criteria
Criteria for setting remuneration levels
for members of the Board of Directors
are established by the Regulation on the
Procedure for Calculation and Payment
of Remuneration and Compensation of
Expenses to Members of the Board of
Directors (Regulation).
In accordance with the Regulation,
remuneration is paid to members of
the Board of Directors who have the
status of independent directors, to
members of the Board of Directors
who are authorized to represent the
interests of the Russian Federation
on the Board of Directors, except for
members of the Board of Directors
who have the status of public servants,
and to the Sole Executive Body of
Rosneft (President).
When setting the final amount of
remuneration for directors work in the
reporting period, the following factors
are taken into account:
116
ROSNEFT
Dmitriy Shugaev
ROSNEFT
on the basis of the Companys development strategy and its objectives in the
reporting year;
Rosneft Management
Remuneration
Remuneration paid to senior management (president, first vice president, vice
presidents and officers of equivalent
rank) and to the heads of Rosnefts
stand-alone subdivisions consists of a
monthly salary and an annual bonus.
No additional remuneration is paid to
Company managers for their work on
Rosnefts governance bodies or its
subsidiaries and affiliates (Rosnefts
Management Board, boards of directors
of subsidiaries).
The size of managers monthly salary
is stipulated in employment contracts
entered into when managers are hired.
An annual bonus is paid to managers,
subject to a decision by the Board of
Directors based on the Companys
performance in the reporting year. The
bonus consists of two parts: one part
relating to the managers individual
performance and the other part relating
to team performance (by the relevant
business and the Company as a whole).
The annual bonus of the Company
President is established subject to the
achievement of individual performance
indicators, which correspond to the
key performance indicators of the
Company.
117
Internal Control
and Audit
members FORMED
THEINTERNAL AUDIT
COMMISION
AS OF DEC. 31, 2013
118
ROSNEFT
Georgy Nozadze
Year of birth: 1979
Education: higher
Entity: The Executive Office of the President of the Russian Federation
Position: Assistant, Expert Office of the
President of the Russian Federation
Oleg Zenkov
Year of birth: 1977
Education: higher
Entity: Federal Agency for Management
of State Property (Rosimushchestvo)
Position: Deputy Head of the Regio
nal Agency Oversight Division, Aide
to the Deputy Minister Head of
Rosimushchestvo
Aleksey Mironov
Year of birth: 1976
Education: higher
Entity: LLC
Position: General Director
ROSNEFT
Alexander Yugov
Year of birth: 1981
Education: higher
Internal Audit Commission members did
not receive remuneration in the reporting year for their service on the Internal
Audit Commission.
Board Audit Committee
The Board Audit Committees membership and proceedings are governed by
the Regulations on Rosneft Board Committee Membership and Proceedings
and the Rosneft Board Audit Committee
Regulations, approved by decision of
the Companys Board of Directors on
October 18, 2008 (Minutes No. 5).
In addition to the core functions indicated in the table on Page 110, the Committee also does preliminary reviews of and
drafts decisions of Board decisions on
the following matters:
Mikhail Kuzovlev
(Chairman)
Year of birth: 1966
Education: higher
Entity: OJSC Bank of Moscow
Position: CEO and Management Board
Chairman, member of the Board of
Directors
119
nys tendering process in close cooperation with the top manager responsible
for tendering arrangements;
Contracts administration in OJSC Rosneft Oil Company and control procedures for the purchasing/tender process
based on a risk list. Control of contract
approvement and tender and purchasing procedures was also instituted. In
the reporting period the Department of
Contracts and Procedure Control implemented an automated system of signing
and accounting for contracts.
The Control and Compliance Service
interacts with the Companys management bodies, the revision committee and
external auditors of the Company as well
as with revision committees (auditors)
and auditors of Company affiliates.
Internal Control
Department
In accordance with Russian law1 and the
Code of Corporate Conduct2, Rosneft is
continuing to develop an effective internal control and risk management system
(IC&RMS), which is essentially a set of
risk management and internal control
processes carried out by IC&RMS
bodies on the basis of the existing
organizational structure, internal policies
and regulations, internal control and risk
management procedures and methods
used in the Company at all levels of
governance and within all functional
disciplines3.
The Internal Control Department (ICD),
part of Rosnefts Chief of Staff Organization, provided methodological support
and assistance to company management by identifying and formulating
control procedures in furtherance of
IC&RMS development in the reporting
period.
In its activities, the ICD is guided by the
information letter of the Russian Finance
Ministry Organization and performance,
by a business entity, of internal control
of business, accounting and reporting
facts.4
1. Federal Law No. 402-FZ On accounting dated December 6, 2011, the FSFM Code of Corporate Conduct, FCSM Russia Decree No. 421/ dated April 4, 2002.
2. Rosneft Code of Corporate Conduct, Minutes No. 6 dated May 17, 2006.
3. Internal control and risk management system policy, approved by BoD No. 4-01 -01 dated May 7, 2013.
4. Russian Finance Ministry Ruling No. -11/2013
120
ROSNEFT
Share
Capital
OJSC ROSNEFTEGAZ*
National Settlement Depository Non-Bank Credit Institution
and Closed Joint-Stock Company (nominee, Central
Depository)**
As of 31 December 2012
As of 31 December 2013
Number of shares
Stake in share
capital, %
Number of shares
Stake in share
capital, %
7,965,816,383
75.16
7,365,816,383
69.50
0.00
3,179,709,451
30.00
RN-Razvitiye LLC
1,038,671,642
9.80
0.00
1,079,159,409
10.18
0.00
139,741,822
1.32
1,590,676
0.02
below 0.01
below 0.01
Individuals
53,010,405
0.50
51,061,306
0.48
321,778,155
3.04
0.00
10,598,177,817
100.00
10,598,177,817
100.00
TOTAL
* OJSC ROSNEFTEGAZ is 100% federally owned. The stake in OJSC Rosneft Oil Company owned directly by the Russian Government (represented by the Federal Agency for State Property Management) is 0.000000009% (one share).
** The total number of nominee-held shares is 1,960,449,797 shares, which makes up a 18.50% stake in Rosnefts charter capital owned by BP Russian Investments Limited.
In addition to these shares, BP International Limited, the sole shareholder of BP Russian Investments Limited, is the owner of 132,450,300 Global Depository
Receipts (GDRs), certifying the rights of shares which make up 1.25% of Rosnefts charter capital. One GDR certifies the rights of one registered share of Rosneft.
BP plc is the beneficiary and legitimate owner of all of BP International Limiteds outstanding share capital. Therefore, BP plc has indirect control over BP Russian
Investments Limited.
*** Shares purchased at the request of shareholders in 2012 in accordance with Articles 75 and 76 of the Federal Law on Joint-Stock Companies.
ROSNEFT
121
5.66%
OF ROSNEFT SHARE
CAPITAL WAS SOLD BY OJSC
ROSNEFTEGAZ TO BP AS
PART OF TNK-BP AQUISITION
PROCESS
122
ROSNEFT
Matthias Warnig
92,633
0.0009
Andrey Votinov
204,590
0.0019
Robert Dudley
Larisa Kalanda
2,060,978
0.0194
Yuriy Kalinin
159,580
0.0015
Didier Casimiro
324,590
0.0031
111,876
0.0011
75,009
0.0007
Petr Lazarev
403,730
0.0038
366,460
0.0035
Igor Maydannik
366,460
0.0035
John Mack
Nayl Mukhitov
Alexander Nekipelov
85,920
0.0008
Igor Pavlov
267,165
0.0025
Zeljko Runje
244,310
0.0023
9,000,000
0.0849
325,746
0.0031
Donald Humphreys
Sergey Chemezov
4,000
0.00004
Number of shares
bought or sold
Transaction
type
28,944
disposal
Andrey Kostin
Nikolay Laverov
Igor Sechin
Svyatoslav Slavinskiy
Rashid Sharipov
Transaction
date
Alexander Nekipelov
Igor Sechin
Larisa Kalanda
Yuriy Kalinin
Didier Casimiro
Petr Lazarev
Igor Pavlov
792,000
8,208,000
525,000
285,020
13,000
146,580
121,000
203,590
170,000
122,155
104,000
162,870
purchase
purchase
purchase
purchase
purchase
purchase
1,000
203,590
Zeljko Runje
244,310
purchase
Igor Maydannik
366,460
purchase
Andrey Votinov
ROSNEFT
purchase
123
Dividend
Policy
85.2
1. The resolution of the Board of Directors of 3 March 2011 supplemented the principles of the Companys dividend policy with the commitment to try to achieve
year-on-year growth in dividends, subject to growth in the Companys net income, its financial situation and investment projects.
124
ROSNEFT
Total dividends
announced, RUBmln
1999
0.0221
200
200
3.4%
2000
0.0887
800
800
5.3%
2001
0.1219
1,100
1,100
11.0%
2002
0.1663
1,500
1,500
16.8%
2003
0.1650
1,500
1,500
8.1%
2004
0.1931
1,775
1,775
10.0%
2005
1.25
11,335
11,335
20.0%
Dividends paid out after the IPO which closed on July 18, 2006
2006
1.33
14,096
14,080
13.3%2
2007
1.60
16,957
16,941
10.5%
2008
1.92
20,349
20,330
14.4%
2009
2.30
24,376
24,351
11.7%
2010
2.76
29,251
29,223
15.2%
3.45
36,564
36,529
4.08
41,928
41,883
2011
33.1%
2012
8.05
85,315
85,232
28.2%
20133
12.85
136,187
99.9
1. The dividend amounts per share take account of the 1:100 share split carried out in September 2005.
2. 2006 net income adjusted for non-recurring items.
3. Dividends recommended by the Board of Directors for approval by the Annual General Meeting of Shareholders in June 2014.
ROSNEFT
125
Information
Disclosure
16
roundtables held in
regions where the
Company has a presence
during 2013*
126
for Active Corporate Policy in Information Disclosure, thus confirming its status
as the most open company in Russia.
In working on improving information
transparency and openness, the Company gives particular attention to raising
the efficiency of its interactions with
shareholders and investors. Telephone
ROSNEFT
Socioeconomic collaboration;
Collaboration on environmental protection and environmental safety;
ROSNEFT
127
EMPLOYEES AND
SOCIAL RESPONSIBILITY
OJSC Rosneft oil company is Russias biggest taxpayer
with RUB 2.7 trillion paid in taxes in 2013.
The Company has been and remains focused at the
highest standards, not only in production but also in
social areas. Our focus on social policy is a prerequisite
to the Companys sustainable development, further
strengthening our reputation as a reliable and responsible
employer and partner.
The Company strives to become the best employer
intheRussian Federation, offering its employees thebest
opportunities for professional development and high
standards of social security and health care.
OUR
TEAM
Rosnefts Headcount
as of 31 December 2013
228 thousand
people
2
1% Exploration and production
14% Refining
26% Marketing and transport
14% Core upstream and downstream
services
19% Other services
2% Research
% Corporate Center
2
(Rosneft Oil Company)
2% Other
tional competences to meet the Companys current and future business needs;
improve the Companys managerial
competences by developing an internal
succession pool;
provide the Companys strategic projects with well-trained personnel;
comply with statutory requirements regarding the level of personnel training in
operational quality and safety in the fuel
and energy sector;
assure the required level of competence
for all Rosneft employees involved in
managing the industrial safety system.
The key areas for occupational training
were:
130
ROSNEFT
Young specialists
ROSNEFT
201.5
thousand
man-courses were
conducted in 2013 as
part of mandatory
occupational and
managerial training
131
Young specialists
Youth Policy
Rosnefts youth policy is geared towards
achieving the following key objectives:
132
ROSNEFT
SOCIAL POLICY
AND CHARITY
29.7
Improvement of Work
andRecreation Conditions
Rosneft has model standards for employees working and social conditions.
One area that such standards address
is the creation of amenities for rotation-crew camps where around 19,000
Companys and contractors employees
are currently accommodated. 73 such
camps providing accommodations for
the Companys and contractors employees operated in 2013.
In 2013, the Company spent RUB2.8bln
on creating adequate accommodations
and amenities in camps and support
bases.
ROSNEFT
133
8.5
1.73
57.6
>
134
Socioeconomic Development
ofthe Regions
ROSNEFT
1.32
>
3.7
1.4
ROSNEFT
135
Our financial
performance
2013 was Rosnefts best year so far, a year of high financial
results that reflect operating achievements. Despite
unfavourable macroeconomic tendencies, the Company
has succeeded in achieving record levels of EBITDA, net
earnings and cash flows from operations on the back
ofcontinued growth in oil and gas production and refining,
cost control, rigorous CAPEX discipline and new asset
aquisition with a strong synergy effect.
Rosnefts
2013 financial
highlights
2013 was Rosnefts best year in all areas of activity: from exising operations
to vigorous greenfield developments,
strengthening the Companys presence
on the worlds most dynamic markets
and new asset acquisitions. The increased business activity was underpinned by investment governance and
cost control practices that were among
the best in Rosnefts peer group.
Business environment
In 2013 the oil market environment was
significantly less favorable than in 2012.
The Urals average price dropped by 2.3%
year-on-year ($107.7/bbl in 2013 vs. $110.3/
bbl in 2012), domestic oil and oil product
prices grew in line with the Urals trend.
The average ruble exchange rate is yet
another important environmental factor.
The ruble was 2.4% weaker in 2013 than
in 2012 (RUB31.85/$ and RUB31.09/$,
respectively), which negatively affected
ruble-denominated costs.
Overview of financial results
Company revenues grew by 52% yearon-year on the back of growing production volumes, partly offset by a change in
the structure of sales, i.e. redistribution
of oil volumes from the export market
towards the Russian and CIS markets,
in order to capture incremental benefits
from higher margins. As to costs, we
remained exposed to negative inflationary effects caused by the 2.4% drop in
the ruble and higher tariffs. In aggregate,
138
ROSNEFT
6/30/12
9/30/12
12/31/12
3/31/13
6/30/13
9/30/13
12/31/13
6/30/12
9/30/12
12/31/12
3/31/13
6/30/13
9/30/13
12/31/13
365
2012 NI
81
Gas sales
1,526
(12)
(640)
MET effect
(274)
(481)
Excises
(57)
(44)
146
(82)
23
Income tax
551
2013 Ni
0
ROSNEFT
400
800
1,200
1,600
2,000
139
During the year, the Company successfully placed several issues of ruble-denominated, non-convertible interest-bearing 10-year registered bonds for
an aggregate principle amount of RUB
110 bln.
Notwithstanding the fact that our Company borrowed extensively on the Russian and international markets in 2013,
the average cost of our debt portfolio
dropped from 3.5% to 3.1% over the year.
In 2013, Rosneft maintained its investment-grade ratings assigned by
Standard and Poors (BBB) and Moodys
(Baa1) with a stable outlook. The credit
ratings are supported by the high financing indicators consistently demonstrated
by Rosneft.
More details on factors affecting
our financial results may be found
in the Rosneft IFRS consolidated
financial statements section of our
website at: www.rosneft.ru/Investors/
statements_and_presentations/
Effective investment
governance
Rosneft investment program
delivery in 2013
2013 was a record year for the Company
in both operating and financial terms.
Capital investment program financing
amounted to RUB 560 bln, up 18%
299
930
283
(573)
Net CAPEX
Acquisitions and retirements
ofsubsidiaries and other assets
(1647)
1053
Net borrowings
(85)
Dividend payout
Effect from exchange
rate differences
15
275
800
140
400
400
800
1200
1600
ROSNEFT
ROSNEFT
progress to the active phase of the refinery upgrade program, aimed at achieving compliance with technical regulation
under the quadripartite agreement and
involving growth in refining depth from
66% in 2013 to 80% in 2018.
Company investment
Governance process
The Companys investment project
portfolio includes a long list of high-quality investment opportunities across all
areas of Company activities, including
innovations.
The investment process is focused on
efficient use of capital aimed at both better performance of individual investment
projects and programs and at business
growth by means of optimal portfolio
building and striking an optimal balance
between the Companys current return
levels and the unlocking of its long-term
potential through the financing of Business Stream investment programs.
141
Appendix #1
Consolidated
financial
statements
142
rosneft
rosneft
143
Consolidated
Balance Sheet
Notes
As of December 31
2013
2012 (restated)
2011 (restated)
166
ASSETS
Current assets
Cash and cash equivalents
19
275
299
Restricted cash
19
20
232
90
155
225
Accounts receivable
21
415
237
Inventories
22
202
134
128
23
330
185
160
1,455
949
838
24
5,330
2,629
2,371
Intangible assets
25
37
19
22
26
40
24
34
27
327
186
36
13
12
13
16
14
Goodwill
25
164
144
142
28
Total assets
12
5,936
3,022
2,625
147
7,538
3,971
3,463
29
488
211
190
30
684
143
165
30
31
16
11
32
161
83
73
Provisions
33
22
11
1,387
453
443
596
Non-current liabilities
Loans and borrowings
30
1,676
837
30
16
660
264
241
60
Provisions
33
116
71
34
470
35
28
16
14
2,958
1,196
916
28
Equity
Share capital
37
Treasury shares
37
(299)
(224)
37
477
385
386
(14)
(6)
(5)
2,662
2,202
1,910
3,126
2,283
2,068
39
39
36
Total equity
3,165
2,322
2,104
7,538
3,971
3,463
President
17
February 4, 2014
144
rosneft
Consolidated Statement
of Comprehensive Income
Notes
2012 (restated)
2011 (restated)
2,428
1,526
1,392
2,196
1,498
1,265
58
42
45
12
23
16
4,694
3,089
2,718
389
247
189
Cost of purchased oil, gas and petroleum products and refining costs
432
319
298
27
Total revenues and equity share in profits of joint ventures and associates
Costs and expenses
68
52
241
216
17
23
13
24, 25
392
206
193
1,024
672
498
10
1,382
901
790
4,139
2,677
2,249
469
Exploration expenses
Depreciation, depletion and amortization
111
392
555
412
Finance income
Operating income
11
21
24
20
Finance expenses
12
(56)
(15)
(19)
Other income
13
242
87
25
Other expenses
13
(59)
(50)
(48)
16
Net income
(71)
11
(22)
632
469
425
(81)
(104)
(90)
551
365
335
(11)
(1)
(3)
(8)
(1)
543
364
335
545
363
331
537
362
331
52,89
38,55
34,51
10,304
9,416
9,591
rosneft
18
145
Consolidated Statement
of Changes in Shareholders Equity
Number
of shares
(millions)
Share
capital
Additional
paid-in
capital
Treasury
shares
Other
reserves
Retained
earnings
Total
shareholders
equity
Noncontrolling
interests
Total
equity
9588
386
(224)
(5)
1,877
2,035
34
2,069
33
33
35
9588
386
(224)
(5)
1,910
2,068
36
2,104
363
363
365
(1)
(1)
(1)
(1)
363
362
364
(350)
(75)
(75)
(75)
(71)
(71)
(71)
(1)
(1)
9,238
385
(299)
(6)
2,202
2283
39
2,322
545
545
551
(8)
(8)
(8)
(8)
545
537
543
1360
28
299
327
327
(85)
(85)
(85)
114
114
(125)
(125)
224
99
189
189
(342)
(153)
(2)
(2)
10,598
477
(14)
2,662
3,126
39
3,165
Other
Balance at December 31, 2013
146
rosneft
Consolidated Statement
of Cash Flows
Notes
2012 (restated)
2011 (restated)
551
365
335
24,25
392
206
193
13
13
19
Impairment of assets
13
10
7, 13
(205)
(82)
(1)
(24)
94
(30)
31
(12)
(23)
(16)
10
Operating activities
Net income
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation, depletion and amortization
27
13
11
Finance expenses
12
56
15
19
Finance income
11
(21)
(24)
(20)
(5)
16
81
104
90
30
(32)
(1)
(112)
(15)
(88)
(7)
(6)
(61)
(3)
(59)
(22)
(15)
33
55
82
16
20
11
(1)
(6)
(4)
(10)
470
(24)
(33)
(53)
25
33
48
(22)
(53)
(64)
21
57
68
1 297
586
568
(91)
(76)
(102)
10
13
1 213
521
487
(560)
(473)
(391)
(12)
(4)
(7)
Investing activities
Capital expenditures
Acquisition of licenses
(1)
(1)
(1)
(237)
(118)
(134)
77
162
197
(9)
(3)
(5)
27
(76)
(43)
(47)
(1 407)
(4)
(7)
(15)
(31)
37
23
(2 220)
(452)
(394)
rosneft
147
Consolidated Statement
of Cash Flows (continued)
Notes
2012 (restated)
2011 (restated)
Financing activities
Proceeds from short-term loans and borrowings
30
30
30
37
96
55
25
(24)
(39)
(17)
1 103
351
124
(254)
(137)
(123)
110
20
(12)
97
(75)
(3)
(2)
(11)
(85)
(71)
(27)
Interest paid
(63)
(29)
(24)
968
73
(56)
(39)
142
37
299
166
127
15
(9)
275
299
166
19
148
19
rosneft
General
Open Joint Stock Company (OJSC) Rosneft Oil Company (Rosneft) and its subsidiaries (collectively, the Company) are principally engaged in exploration, development, production and
sale of crude oil and gas and refining, transportation and sale of petroleum products in the Russian Federation and in certain international markets.
Rosneft State Enterprise was incorporated as an open joint stock company on December 7, 1995. All assets and liabilities previously managed by Rosneft State Enterprise were transferred to
the Company at their book value effective on that date together with the Government of the Russian Federation (the State) ownership in other privatized oil and gas companies. The transfer of
assets and liabilities was made in accordance with Russian Government Resolution No. 971 dated September 29, 1995, On the Transformation of Rosneft State Enterprise into an Open Joint Stock
Company Oil Company Rosneft. Such transfers represented a reorganization of assets under the common control of the State and, accordingly, were accounted for at their book value. In 2005, the
State contributed the shares of Rosneft to the share capital of OJSC ROSNEFTEGAS. As of December 31, 2005, 100% of the shares of Rosneft less one share were owned by OJSC ROSNEFTEGAS
and one share was owned by the Russian Federation Federal Agency for the Management of Federal Property. Subsequently, OJSC ROSNEFTEGAS ownership interest decreased through additional
issuance of shares during Rosnefts Initial Public Offering (IPO) in Russia, issuance of Global Depository Receipts (GDR) for the shares on London Stock Exchange and the share swap realized
during the merger of Rosneft and certain subsidiaries during 2006. In March 2013 in the course of TNK-BP acquisition (Note 7), OJSC ROSNEFTEGAS sold 5.66% of Rosneft shares to BP plc. (BP).
As of December 31, 2013 OJSC ROSNEFTEGAS ownership interest in Rosneft was 69.50%.
Under Russian legislation, natural resources, including oil, gas, precious metals and minerals and other commercial minerals situated in the territory of the Russian Federation are the property of the State until they are extracted. Law of the Russian Federation No. 2395-1, On Subsurface Resources, regulates relations arising in connection with the geological study, and the use and
protection of subsurface resources in the territory of the Russian Federation. Pursuant to the law, subsurface resources may be developed only on the basis of a license. A license is issued by the
regional governmental body and contains information on the site to be developed, the period of activity, as well as financial and other conditions. The Company holds licenses issued by competent
authorities for geological studies, exploration and development of oil and gas blocks, fields, and shelf in areas where its subsidiaries are located.
The Company is subject to export quotas set by the Russian Federation State Pipeline Commission to allow equal access to the limited capacity of oil pipeline system owned and operated by
OJSC AK Transneft. The Company exports certain quantities of crude oil bypassing OJSC AK Transneft system thus achieving higher export capacity. The remaining production is processed at the
Companys and third parties refineries for further sale on domestic and international markets.
2.
Basis of preparation
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, including all International Financial Reporting Standards (IFRS)
and Interpretations issued by the International Accounting Standards Board (IASB) and effective in the reporting period, and are fully compliant therewith.
These consolidated financial statements have been prepared on a historical cost basis, except certain financial assets and liabilities measured at fair value (Note 38).
Rosneft and its subsidiaries maintain their books and records in accordance with statutory accounting and taxation principles and practices applicable in respective jurisdictions. These consolidated financial statements were derived from the Companys statutory books and records.
The Companys consolidated financial statements are presented in billions of Russian rubles (RUB), unless otherwise indicated.
The consolidated financial statements were approved and authorized for issue by the President of the Company on February 4, 2014.
Subsequent events have been evaluated through February 4, 2014, the date these consolidated financial statements were issued.
3.
The accompanying consolidated financial statements differ from the financial statements issued for statutory purposes in that they reflect certain adjustments, not recorded in the Companys
statutory books, which are appropriate to present the financial position, results of operations and cash flows in accordance with IFRS. The principal adjustments relate to: (1) recognition of certain
expenses; (2) valuation and depreciation of property, plant and equipment; (3) deferred income taxes; (4) valuation allowances for unrecoverable assets; (5) accounting for the time value of money;
(6) accounting for investments in oil and gas property and conveyances; (7) consolidation principles; (8) recognition and disclosure of guarantees, contingencies, commitments and certain assets and
liabilities; (9) business combinations and goodwill; (10) accounting for derivative instruments; (11) purchase price allocation to the identifiable assets acquired and the liabilities assumed.
The consolidated financial statements include the accounts of majority-owned, controlled subsidiaries and special-purpose entities where the Company holds a beneficial interest. All significant
intercompany transactions and balances have been eliminated. The equity method is used to account for investments in associates in which the Company has the ability to exert significant influence
over the associates operating and financial policies. The investments in entities where the Company holds the majority of shares, but does not exercise control, are also accounted for using the
equity method. Investments in other companies are accounted for at fair value or cost adjusted for impairment, if any.
Business combinations, goodwill and other intangible assets
Acquisitions by the Company of controlling interests in third parties (or interest in their charter capital) are accounted for using the acquisition method.
Acquisition date is the date when effective control over the acquiree passes to the Company.
The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value and the amount of any non-controlling interest in the acquiree.
For each business combination, the Company elects whether it measures the non-controlling interest in the acquiree either at fair value or at the proportionate share of the acquirees identifiable
net assets. Acquisition costs incurred are expensed and included in administrative expenses.
Any contingent consideration to be transferred by the acquirer will be recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration which
is deemed to be an asset or liability, will be recognized in accordance with IAS 39, Financial Instruments: Recognition and Measurement, either in profit or loss or as a change to other comprehensive
income. If the contingent consideration is classified as equity, it will not be remeasured.
Goodwill is initially measured at cost being the excess of the aggregate of the consideration transferred and the amount recognized for non-controlling interest over the fair value of net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognized in profit or loss.
Associates
Investments in associates are accounted for using the equity method unless they are classified as non-current assets held for sale. Under this method, the carrying value of investments in
associates is initially recognized at the acquisition cost.
The carrying value of investments in associates is increased or decreased by the Companys reported share in profit or loss and other comprehensive income of the investee after the acquisition
date. The Companys share in profit or loss and other comprehensive income of an associate is recognized in the Companys consolidated statement of comprehensive income as profit or loss and
other comprehensive income, respectively. Dividends paid by the associate are accounted for as a reduction of the carrying value of investments.
The Companys net investment in associates includes the carrying value of the investment in these associates as well as other long-term investments that are, in substance, investments in
associates, such as loans. If the share in losses exceeds the carrying value of the investment in associates and the value of other long-term investments related to investments in these associates,
the Company ceases to recognize its share in losses when the carrying value reaches zero. Any additional losses are provided for and liabilities are recognized only to the extent that the Company
has legal or constructive obligations or has made payments on behalf of the associate.
If the associate subsequently makes profits, the Company resumes recognizing its share in these profits only after its share of the profits equals the share of losses not recognized.
The carrying value of investments in associates is tested for impairment by reconciling its recoverable amount (the higher of its value in use and fair value less costs to sell) to its carrying value,
whenever impairment indicators are identified.
Joint arrangements
The Company participates in joint arrangements either in the form of joint ventures or joint operations.
A joint venture implies that the parties that have joint control of the arrangement have rights to the net assets of the arrangement. A joint venture involves establishing a legal entity where the
Company and other participants have respective equity interests. Equity interests in joint ventures are accounted for under the equity method.
The Companys share in net profit or loss of joint ventures is recognized in the consolidated statement of comprehensive income as profit or loss from the date that joint control commences
until the date that joint control ceases.
A joint operation implies that the parties that have joint control of the arrangement have rights to the assets, and obligations for the liabilities, relating to the arrangement. In relation to its
interest in a joint operation the Company recognizes its assets, including its share of any assets held jointly, its liabilities, including its share of any liabilities incurred jointly, its revenue from the sale
of its share of the output arising from the joint operation, its share of the revenue from the sale of the output by the joint operation, its expenses, including its share of any expenses incurred jointly.
Cash and cash equivalents
Cash represents cash on hand, in the Companys bank accounts, in transit and interest bearing deposits which can be effectively withdrawn at any time without prior notice or penalties reducing the principal amount of the deposit. Cash equivalents are highly liquid, short-term investments that are readily convertible to known amounts of cash and have original maturities of three
months or less from their date of purchase. They are carried at cost plus accrued interest, which approximates fair value. Restricted cash is presented separately in the consolidated balance sheet
if its amount is significant.
rosneft
149
Financial assets
The Company recognizes financial assets on its balance sheet when, and only when, it becomes a party to the contractual provisions of the financial instrument. When financial assets are
recognized initially, they are measured at fair value, which is usually the price of the transaction, i.e. the fair value of consideration paid or received.
When financial assets are recognized initially, they are classified as following: (1) financial assets at fair value through profit or loss, (2) loans issued and accounts receivable, (3) financial assets
held to maturity, (4) financial assets available for sale, as appropriate.
Financial assets at fair value through profit or loss include financial assets held for trading and financial assets designated as financial assets at fair value through profit or loss at initial recognition. Financial assets held for trading are those which are acquired principally for the purpose of sale or repurchase in the near future or are part of a portfolio of identifiable financial instruments that
have been commonly managed and for which there is evidence of a recent pattern of actual short term profit taking, or which are derivative instruments (unless the derivative instrument is defined
as an effective hedging instrument). Financial assets at fair value through profit or loss are classified in the consolidated balance sheet as current assets and changes in the fair value are recognized
in the consolidated statement of comprehensive income as Finance income or Finance expenses.
All derivative instruments are recorded in the consolidated balance sheet at fair value in either current financial assets, non-current financial assets, current liabilities related to derivative instruments, non-current liabilities related to derivative instruments. Recognition and classification of a gain or loss that results from recognition of an adjustment of a derivative instrument at fair value
depends on the purpose for issuing or holding the derivative instrument. Gains and losses from derivatives that are not accounted for as hedges under International Accounting Standard (IAS) 39,
Financial Instruments: Recognition and Measurement, are recognized immediately in the consolidated statement of comprehensive income.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Subsequent to initial
recognition, the fair value of financial assets at fair value that are quoted in an active market is defined as bid prices for assets and ask prices for issued liabilities as of the measurement date.
If no active market exists for financial assets, the Company measures the fair value using the following methods:
analysis of recent transactions with peer instruments between independent parties;
current fair value of similar financial instruments;
discounting future cash flows.
The discount rate reflects a minimum return on investment an investor is willing to accept before starting an alternative project, given its risk and the opportunity cost of forgoing other projects.
Loans issued and accounts receivable include non-derivative financial instruments with fixed or determinable payments that are not quoted in an active market, not classified as financial assets
held for trading and have not been designated as at fair value through profit or loss or available for sale. If the Company cannot recover all of its initial investment in the financial asset due to reasons
other than deterioration of its quality, the financial asset is not included in this category. After initial recognition, loans issued and accounts receivable are measured at amortized cost using the
effective interest rate method (EIR), less impairment losses. The EIR amortization is included in Finance income in the consolidated statement of comprehensive income. The losses arising from
impairment are recognized in the consolidated statement of comprehensive income in Finance expenses.
The Company does not classify financial assets as held to maturity if, during either the current financial year or the two preceding financial years, the Company has sold, transferred or exercised
a put option on more than an insignificant (in relation to the total) amount of such investments before maturity unless: (1) such financial asset was close enough to maturity or call date so that changes
in the market rate of interest did not have a significant effect on the financial assets fair value; (2) after substantially all of the financial assets original principal had been collected through scheduled
payments or prepayments; or (3) due to an isolated non-recurring event that is beyond the Companys control and could not have been reasonably anticipated by the Company.
Dividends and interest income are recognized in the consolidated statement of comprehensive income on an accrual basis. The amount of accrued interest income is calculated using effective
interest rate.
All other financial assets not included in the other categories are designated as financial assets available for sale. Specifically, shares of other companies not included in the first category are
designated as available for sale. In addition, the Company may include any financial asset in this category at the initial recognition.
Financial liabilities
The Company recognizes financial liabilities on its balance sheet when, and only when, it becomes a party to the contractual provisions of the financial instrument. When financial liabilities are
recognized initially, they are measured at fair value, which is usually the price of the transaction, i.e. the fair value of consideration paid or received.
When financial liabilities are recognized initially, they are classified as following:
financial liabilities at fair value through profit or loss;
other financial liabilities.
Financial liabilities at fair value through profit or loss are financial liabilities held for trading unless such liabilities are linked to delivery of unquoted equity instruments.
At the initial recognition, the Company may include in this category any financial liability, except equity instruments that are not quoted in an active market and whose fair value cannot be reliably
measured. However, subsequent to initial recognition, the liability cannot be reclassified.
Financial liabilities not classified as financial liabilities at fair value through profit or loss are designated as other financial liabilities. Other financial liabilities include, inter alia, trade and other
accounts payable, loans and borrowings payable.
Subsequent to initial recognition, financial liabilities at fair value through profit or loss are measured at fair value, with changes in fair value recognized in profit or loss in the consolidated
statement of comprehensive income. Other financial liabilities are carried at amortized cost.
The Company writes off a financial liability (or a part of a financial liability) from its balance sheet when, and only when, it is extinguished i.e. when the obligation specified in the contract is
discharged or cancelled or expires. The difference between the carrying value of a financial liability (or a part of a financial liability) extinguished or transferred to another party and the redemption
value, including any transferred non-monetary assets and assumed liabilities, is recognized in profit or loss. Any previously recognized components of other comprehensive income pertaining to this
financial liability are also included in the financial result and are recognized as gains and losses for the period.
Earnings per share
Basic earnings per share is calculated by dividing net earnings attributable to common shares by the weighted average number of common shares outstanding during the corresponding
period. In the absence of any securities-to-shares conversion transactions, the amount of basic earnings per share stated in these consolidated financial statements is equal to the amount of diluted
earnings per share.
Inventories
Inventories consisting primarily of crude oil, petroleum products, petrochemicals and materials and supplies are accounted for at the weighted average cost unless net realisable value is less
than cost. Materials that are used in the production are not written down below cost if the finished products in which they will be incorporated are expected to be sold above cost.
Repurchase and resale agreements
Securities sold under agreements to repurchase (REPO) and securities purchased under agreements to resell (reverse REPO) generally do not constitute a sale for accounting purposes of
the underlying securities, and so are treated as collateralized financing transactions. Interest paid or received on all REPO and reverse REPO transactions is recorded in Finance expense or Finance
income, respectively, at the contractually specified rate using the effective interest method.
Exploration and Production assets
Exploration and Production assets include exploration and evaluation assets, mineral rights and oil and gas properties (development assets and production assets).
Exploration and evaluation costs
The Company recognizes exploration and evaluation costs using the successful efforts method as permitted by IFRS 6, Exploration for and Evaluation of Mineral Resources. Under this method,
all costs related to exploration and evaluation (license acquisition costs, exploration and appraisal drilling) are temporarily capitalized in cost centers by field (well) until the drilling program results in
discovering economically feasible oil and gas reserves.
The length of time necessary for this determination depends on the specific technical or economic difficulties in assessing the recoverability of the reserves. If a determination is made that the
well did not encounter oil and gas in economically viable quantities, the well costs are expensed to Exploration expenses in the consolidated statement of comprehensive income.
Exploration and evaluation costs, except for costs associated with seismic, topographical, geological, geophysical surveys, are initially capitalized as exploration and evaluation assets. Exploration
and evaluation assets are recognized at cost less impairment, if any, as property, plant and equipment until the existence (or absence) of commercial reserves has been established. Initial cost of
exploration and evaluation assets acquired through a business combination is formed as a result of purchase price allocation. The cost allocation to mineral rights to proved properties and mineral
rights to unproved properties is performed based on the respective oil and gas reserve information. Exploration and evaluation assets are subject to technical, commercial and management review
as well as review for indicators of impairment at least once a year. This is to confirm the continued intent to develop or otherwise extract value from the discovery. When indicators of impairment
are present, impairment test is performed.
If subsequently commercial reserves are discovered, the carrying value, less losses from impairment of respective exploration and evaluation assets, is classified as oil and gas properties
(development assets). However, if no commercial reserves are discovered, such costs are expensed after exploration and evaluation activities have been completed.
Development and production
Oil and gas properties (development assets) are accounted for on a field-by-field basis and represent (1) capitalized costs to develop discovered commercial reserves and to put fields into
production, and (2) exploration and evaluation costs incurred to discover commercial reserves reclassified from exploration and evaluation assets to oil and gas properties (development assets)
following discovery of commercial reserves.
Oil and gas properties (development assets) costs include the expenditures to acquire such assets, directly identifiable overhead expenses, capitalized financing costs and related asset retirement (decommissioning) obligation costs. Oil and gas properties (development assets) are generally recognized as construction in progress.
Following commencement of commercial production, oil and gas properties (development assets) are reclassified as oil and gas properties (production assets).
150
rosneft
30-45 years
5-25 years
6-10 years
Service vessels
20 years
20 years
Land generally has an indefinite useful life and, thus, is not depreciated.
Land leasehold rights are amortized on a straight line basis over their expected useful life, which averages 20 years.
Construction grants
The Company recognizes construction grants from local governments when there is reasonable assurance that the Company will comply with the conditions attached and that the grant will be
received. The construction grants are accounted for as a reduction of the cost of the asset for which the grant is received.
Impairment of non-current assets
The Company assesses at each balance sheet date whether there is any indication that an asset or cash-generating unit may be impaired. If any such indication exists, the Company estimates
the recoverable amount of the asset or cash-generating unit.
In assessing whether there is any indication that an asset may be impaired, the Company considers internal and external sources of information. It considers at least the following:
External sources of information:
during the period, an assets market value has declined significantly more than would be expected as a result of the passage of time or normal use;
significant changes with an adverse effect on the Company have taken place during the period, or will take place in the near future, in the technological, market, economic or legal environment
in which the Company or in the market to which an asset is dedicated;
market interest rates or other market rates of return on investments have increased during the period, and those increases are likely to affect the discount rate used in calculating an assets
value in use and decrease the assets recoverable amount materially;
the carrying amount of the net assets of the Company is more than its market capitalization.
Internal sources of information:
evidence is available of obsolescence or physical damage of an asset;
significant changes with an adverse effect on the Company have taken place during the period, or are expected to take place in the near future, in the extent to which, or manner in which,
an asset is used or is expected to be used (e.g., the asset becoming idle and reassessing the useful life of an asset as finite rather than indefinite);
information on dividends from a subsidiary, joint venture or associate;
evidence is available from internal reporting that indicates that the economic performance of an asset is, or will be, worse than expected. Such evidence includes the existence of:
cash flows for acquiring the asset, or subsequent cash needs for operating or maintaining it, that are significantly higher than those originally budgeted;
actual net cash flows or operating profit or loss flowing from the asset that are significantly worse than those budgeted;
a significant decline in budgeted net cash flows or operating profit, or a significant increase in budgeted loss, flowing from the asset;
operating losses or net cash outflows for the asset, when current period amounts are aggregated with budgeted amounts for the future.
The following factors indicate that exploration and evaluation assets may be impaired:
the period for which the Company has the right to explore in the specific area has expired during the period or will expire in the near future, and is not expected to be renewed;
substantive expenditure on further exploration for and evaluation of mineral resources in the specific area is neither budgeted nor planned;
exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities of mineral resources and the Company has decided
to discontinue such activities in the specific area;
sufficient data exist to indicate that, although a development in the specific area is likely to proceed, the carrying amount of the exploration and evaluation asset is unlikely to be recovered
in full from successful development or by sale.
The recoverable amount of an asset or a cash-generating unit is the higher of:
value in use of an asset (cash-generating unit) and
fair value of an asset (cash-generating unit) less costs to sell.
If the asset does not generate cash inflows that are largely independent of those from other assets, its recoverable amount is determined for the assets cash-generating unit.
The Company initially measures the value in use of a cash-generating unit. When the carrying amount of a cash-generating unit is greater than its value in use, the Company measures the units
fair value for the purpose of measuring the recoverable amount. When the fair value is less than the carrying value impairment loss is recognized.
Value in use is determined by discounting the estimated value of the future cash inflows expected to be derived from the asset or cash-generating unit, including cash inflows from its sale. The
value of the future cash inflows from a cash-generating unit is determined based on the forecast approved by management of the business unit to which the unit in question pertains.
Impairment of financial assets
At each balance sheet date the Company analyzes whether there is objective evidence of impairment for all categories of financial assets, except those recorded at fair value through profit or
loss. A financial asset or a group of financial assets is deemed to be impaired if there is objective evidence of impairment as a result of one or more events that has occurred since the initial recognition of the asset (an incurred loss event) and that loss event has an impact on the estimated future cash flows of the financial asset or the group of financial assets that can be reliably estimated.
Evidence of impairment may include (but not limited to) indications that the debtors or a group of debtors is experiencing financial difficulty, default or delinquency in interest or principal payments,
the probability that they will enter bankruptcy or other financial reorganization and observable data indicating that there is a measurable decrease in the estimated future cash flows, such as changes
in arrears or economic conditions that correlate with defaults.
Capitalized interest
Interest expense related to the use of borrowed funds used for capital construction projects and acquisition of property, plant and equipment is capitalized provided that such interest expense
could have been avoided if the Company had not made capital investments. Interest is capitalized only during the period when construction activities are actually in progress and until the resulting
properties are put into operation.
Leasing agreements
Leases, which transfer to the Company substantially all the risks and benefits incidental to ownership of the asset, are classified as financial lease and are capitalized at the commencement of
the lease at the fair value of the leased property or, if it is lower than the cost, at the present value of the minimum lease payments. Lease payments are apportioned between the finance expenses
and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liabilities. Finance expenses are charged directly to the consolidated statement of
comprehensive income.
Leased property, plant and equipment are accounted for using the same policies as applied to the Companys own assets. In determining the useful life of a leased item of property, plant and
equipment, consideration is given to the probability of transfer of title to the lessee at the end of the lease term.
If there is no reasonable certainty that the lessee will obtain ownership by the end of the lease term, the asset shall be fully depreciated over the shorter of the lease term and its useful life.
Where such certainty exists, the asset is depreciated over its useful life.
Leases where the lessor retains substantially all the risks and benefits of ownership of the assets are classified as operating leases. Operating lease payments are recognized as an expense
in the consolidated statement of comprehensive income on a straight-line basis over the lease term.
rosneft
151
152
rosneft
Tomskneft
As of January 1, 2012
Total
Tomskneft
Total
Accounts receivable
10
10
Inventories
Prepayments and other current assets
14
20
12
17
57
42
99
60
40
100
(47)
(47)
(46)
(46)
Investment in Tomskneft
(38)
(38)
(34)
(34)
Goodwill
10
10
10
10
12
16
28
16
18
34
26
22
48
28
23
51
rosneft
153
As of January 1, 2012
Tomskneft
Total
Tomskneft
Total
9
12
17
11
13
11
17
28
12
17
29
Provisions
13
13
12
12
17
26
16
24
(2)
(2)
(4)
(4)
(2)
(2)
Decrease in equity:
Other funds and reserves
Retained earnings
Decrease in total equity
(2)
(4)
(6)
(2)
(2)
26
22
48
28
23
51
Tomskneft
Total
(8)
(8)
Total revenues and equity share in profits of joint ventures and associates
(7)
(7)
15
12
27
(19)
(51)
(70)
11
27
27
(5)
(5)
Operating loss
(2)
(2)
Other income
(2)
(2)
Net loss
(2)
(2)
(2)
(2)
Total other comprehensive loss to be reclassified to loss in subsequent periods, net of tax
(2)
(2)
(2)
(2)
(4)
(2)
(2)
(2)
(2)
(2)
(2)
(4)
(2)
(2)
(4)
Net loss
2012
Net cash provided by operating activities
Net cash used in investing activities
5
(7)
4.
The preparation of consolidated financial statements requires management to make a number of accounting estimates and assumptions that affect the reported amounts of assets and liabilities
and the disclosure of contingent assets and liabilities. Actual results, however, could differ from those estimates.
The most significant accounting estimates and assumptions used by the Companys management in preparing the consolidated financial statements include:
estimation of oil and gas reserves;
estimation of rights to, recoverability and useful lives of non-current assets;
impairment of goodwill (Note 25 Intangible assets and goodwill);
allowances for doubtful accounts receivable and obsolete and slow-moving inventories (Note 21 Accounts receivable and Note 22 Inventories);
assessment of asset retirement (decommissioning) obligations (Note 3 Significant accounting policies, Topic Asset retirement (decommissioning) obligations and Note 33 Provisions);
assessment of legal and tax contingencies, recognition and disclosure of contingent liabilities (Note 41 Contingencies);
assessment of deferred income tax assets and liabilities (Note 3 Significant accounting policies, Topic Income tax and Note 16 Income tax);
assessment of environmental remediation obligations (Note 33 Provisions and Note 41 Contingencies);
fair value measurements (Note 38 Fair value of financial instruments);
assessment of ability to renew operating leases and to enter into new lease agreements;
purchase price allocation to the identifiable assets acquired and the liabilities assumed (Note 7 Acquisition of subsidiaries).
154
rosneft
Significant estimates and assumptions affecting the reported amounts are those used in determining the economic recoverability of reserves.
The estimated amounts of oil and gas reserves are used in calculating the depletion charges under the unit-of-production method and are made in accordance with the requirements adopted
by U.S. Securities and Exchange Commission (SEC). Estimates are reassessed on an annual basis.
Such estimates and assumptions may change over time when new information becomes available, e.g.:
obtaining more detailed information on reserves (either as a result of more detailed engineering calculations or additional exploration drilling activities);
conducting supplemental activities to enhance oil recovery;
changes in economic estimates and assumptions (e.g. a change in pricing factors).
5.
In December 2011, the IASB amended IAS 32, Financial Instrument: Presentation. Amendments clarify assets and liabilities offsetting rules and introduce new related disclosure requirements.
The amendments to IAS 32 are effective for annual periods beginning on or after January 1, 2014. The Company will adopt revised IAS 32 from January 1, 2014. The Company does not expect the
amendments to have a material impact on the Companys financial position and results of operations.
In May 2013, the IASB issued Recoverable Amount Disclosures for Non-Financial Assets (amendments to IAS 36, Impairment of Assets). The amendments required additional disclosures
about the measurement of impaired assets (or a group of assets) with a recoverable amount based on fair value less costs of disposal. The amendments to IAS 36 are effective for annual periods
beginning on or after January 1, 2014. The Company will adopt the amendments from January 1, 2014. The Company does not expect the amendments to have a material impact on the Companys
financial position and results of operations.
In May 2013, the IASB issued Interpretation 21 Levies (IFRIC 21). The interpretation clarifies that an entity recognises a liability for a levy when the activity that triggers payment, as identified by
the relevant legislation, occurs. The interpretation is applicable for annual periods beginning on or after January 1, 2014. The Company will adopt the interpretation from January 1, 2014. The Company
does not expect the IFRIC 21 to have a material impact on the Companys financial position and results of operations.
In June 2013, the IASB issued Novation of Derivatives and Continuation of Hedge Accounting (Amendments to IAS 39, Financial Instruments: Recognition and Measurement). Under the amendments there would be no need to discontinue hedge accounting if a hedging derivative was novated, provided certain criteria are met. The amendments are effective for annual periods beginning
on or after January 1, 2014. The Company will adopt the amendments from January 1, 2014. The Company does not expect the amendments to have a material impact on the Companys financial
position and results of operations.
In November 2013, the IASB issued a new version of IFRS 9 Financial Instruments (Hedge Accounting and amendments to IFRS 9, IFRS 7 and IAS 39), which includes the new hedge accounting
requirements and some related amendments to IAS 39, Financial Instruments: Recognition and Measurement, and IFRS 7, Financial Instruments: Disclosures. The amendments to IFRS 9 do not
have a mandatory effective date, but are available for application now; a new mandatory effective date will be set when the IASB completes project on the accounting for financial instruments. The
Company will not adopt the amendments from January 1, 2014.
6.
Capital management
The Companys capital management objectives are to secure the ability to continue as a going concern and to optimize the cost of capital in order to enhance value to shareholders.
The Companys management performs regular assessment of the net debt to capital employed ratio to ensure it meets the Companys current rating requirements.
The Companys capital consists of debt obligations, which include long and short-term loans and borrowings, certain other current liabilities, equity attributable to equity holders of Rosneft
that includes share capital, reserves and retained earnings, as well as non-controlling interest. Net debt is a non-IFRS measure and is calculated as a sum of loans and borrowings as reported in the
consolidated balance sheet, plus certain other current liabilities, less cash and cash equivalents and certain temporary investments in short-term financial assets. Net debt to capital employed ratio
enables the users to see how significant net debt is relative to capital employed.
The Companys net debt to capital employed ratio was as follows:
As of December 31,
2013
Total debt
Cash and cash equivalents
2012 (restated)
2 367
980
(275)
(299)
(90)
(232)
Net debt
1 860
591
Total equity
3 165
2 322
5 025
2 913
37,0%
20,3%
Liabilities as of December 31
2013
2012 (restated)
2013
US$
518
451
(1 966)
2012 (restated)
(711)
Euro
67
66
(133)
(106)
Total
585
517
(2 099)
(817)
The level of currency risk is assessed on a monthly basis using a sensitivity analysis and is maintained within the limits adopted in line with the Companys policy. The table below summarizes
the impact on the Companys income before income tax as a result of appreciation/(depreciation) of RUB against the US$ and euro.
US$ - effect
Euro - effect
2013
2012
2011
2013
2012
2011
9,77%
10,72%
12,50%
7,86%
9,49%
11,77%
142/(142)
28/(28)
48/(48)
5/(5)
4/(4)
(1)/1
The financial exposure to foreign currency risk of forecasted operating expense is managed as an integral part of the Companys risk management program, which seeks to reduce the potentially adverse effect that the volatility of the exchange rate markets may have on operating results. The Company enters into contracts to economically hedge certain of its risks associated with RUB
appreciation (Notes 20, 26, 31). These instruments are not accounted for as accounting hedges pursuant to IAS 39, Financial Instruments: Recognition and Measurement.
Interest rate risk
Loans and borrowings raised at variable interest rates expose the Company to interest rate risk arising on the possible movement of variable element of the overall interest rate. Such risks are
hedged by the Company but the operations are not accounted for as accounting hedges pursuant to IAS 39, Financial Instruments: Recognition and Measurement.
As of December 31, 2013, the Companys variable rate liability, based on LIBOR and EURIBOR alone, totaled RUB 1,763 billion (net of interest payable). In 2013 and 2012, variable rate funds
raised by the Company were primarily denominated in US$ and Euros.
rosneft
155
The Company analyses its interest rate exposure, including performing scenario analysis to measure an impact on annual income before income tax of an interest rate shift. The table below
summarizes the impact of a potential increase or decrease in LIBOR on the Companys profit before tax, as applied to the variable element of interest rates on loans and borrowings. The increase/
decrease is based on management estimates of potential interest rate movements.
Increase/decrease in interest rate
(basis points)
+6
(1)
2013
2012
2011
-6
+5
-5
+ 15
(1)
- 15
On demand
12 months
1 to 5 years
> 5 years
Total
112
533
505
1 150
14
117
117
22
22
41
41
13
13
On demand
12 months
1 to 5 years
> 5 years
Total
721
1 359
556
2 636
14
187
187
45
45
153
153
36
36
22
22
Loans and borrowings above exclude certain Yukos related borrowings and promissory notes payable that were carried in the books of the former Yukos subsidiaries the Company acquired
through the auctions for the sale of the assets of Yukos. The borrowings and promissory notes payable are being disputed by the Company (Notes 30, 41).
7.
Acquisition of subsidiaries -
Acquisition of TNK-BP
On March 21, 2013, the Company completed the acquisition of an aggregate 100% equity interest in TNK BP Limited, the ultimate holding company of TNK-BP, and of its subsidiary TNK Industrial
Holdings Limited (collectively, with their subsidiaries referred to TNK-BP).
TNK-BP is a vertically integrated group of companies operating a diversified upstream and downstream portfolio, with assets in Russia, Ukraine, Belarus, Venezuela, Vietnam and Brazil. TNK-BP
was Russias third largest oil producer. TNK-BP operates in Russias major hydrocarbon regions, including West Siberia, Volga-Urals and East Siberia.
The fair value of consideration paid was RUB 1,767 billion at the acquisition date. The acquisition was effected through two independent transactions with BP and AAR consortium..
The consideration transferred is presented below:
BPs 50% equity interest in TNK-BP:
US$16.65 billion in cash at the Central Bank of Russias ("CBR") official exchange rate as of the date of acquisition
515
327
858
1 700
67
1 767
The fair value of the Rosnefts treasury shares included in the consideration transferred at TNK-BP acquisition was determined at the closing price of the Rosnefts global depository receipts
listed on the London Stock Exchange as of March 21, 2013.
156
rosneft
As a result of TNK-BP acquisition, the Companys share in OJSC Verkhnechonskneftegaz increased from 25.94% to the controlling share and was accounted for under IFRS 3, Business Combinations,
as a step acquisition. Corresponding revaluation of the Companys non-controlling share in OJSC Verkhnechonskneftegaz of RUB 38 billion is included in Other income in the consolidated statement
of comprehensive income for the year ended December 31, 2013. Fair value of non-controlling share in OJSC Verkhnechonskneftegaz of RUB 67 billion is included in the consideration transferred.
The acquisition of TNK-BP did not contemplate contingent consideration.
In the course of the transaction the following entities were acquired:
Name
Country of incorporation
Core activity
Preferred and
common shares
Voting shares
Russia
94.67
96.51
Russia
89.34
90.91
LLC Vanyoganneft JV
Russia
94.67
96.51
OJSC TNK-Nyagan
Russia
94.67
96.51
OJSC Tumenneftegaz
Russia
94.67
96.51
OJSC Orenburgneft
Russia
95.13
96.61
LLC Buguruslanneft
Russia
95.13
96.61
Russia
75.30
76.77
OJSC Samotlorneftegaz
Russia
94.67
96.51
OJSC TNK-Nizhnevartovsk
Russia
94.67
96.51
Russia
94.67
96.51
OJSC Verkhnechonskneftegaz
Russia
70.05
71.42
LLC TNK-Uvat
Russia
94.67
96.51
LLC Tagulskoe
Russia
100.00
100.00
OJSC Suzun
Russia
100.00
100.00
Netherlands
100.00
100.00
Russia
Petroleum refining
94.67
96.51
CJSC RORC
Russia
Petroleum refining
94.67
96.51
Russia
Petroleum refining
81.01
87.98
CJSC Karelyanefteprodukt
Russia
94.67
96.51
LLC Kurskoblnefteprodukt
Russia
94.67
96.51
OJSC Kaluganefteprodukt
Russia
93.04
96.51
Russia
93.55
96.51
OJSC Tulanefteprodukt
Russia
87.51
92.29
CJSC PCEC
Russia
94.67
96.51
OJSC TNK-Stolitsa
Russia
94.67
96.51
LLC ZSNP
Russia
94.67
96.51
OJSC Saratovnefteprodukt
Russia
87.98
90.29
Russia
94.67
96.51
Russia
97.33
98.25
Russia
94.67
96.51
Russia
94.67
96.51
OJSC TNK-Yaroslavl
Russia
89.03
90.76
Belarus
100.00
100.00
LLC TNK-Industries
Russia
94.67
96.51
Russia
94.67
96.51
LLC TZK-Aktiv
Russia
94.67
96.51
PRJSC LINIK
Ukraine
Petroleum refining
95.21
95.21
Cyprus Republic
100.00
100.00
Russia
Petroleum refining
94.67
96.51
Holding company
100.00
100.00
TNK- Limited
Holding company
100.00
100.00
Holding company
100.00
100.00
Netherlands
Transportation services
100.00
100.00
Cyprus Republic
Holding company
100.00
100.00
Cyprus Republic
Holding company
100.00
100.00
Russia
Holding company
94.67
96.51
Russia
Management company
100.00
100.00
Other
During the second and the third quarters 2013 several acquired entities were renamed.
As a result of the acquisition, the Company significantly increased its crude oil production and refining capacity, accessed new geographical markets and substantially expanded its retail network. Management believes that the acquisition of TNK-BP places the Company in a leading position globally among public companies operating in the oil and gas sector, reinforces its position as
a regional upstream leader in Russia and Europe, creates significant synergies arising from joint development activities, optimization of oil and oil product logistics, production and sales of natural
gas together with improving internal controls over costs and assets.
The Company accounted for TNK-BP acquisition as a business combination. The Company consolidated the operating result of the acquired business from March 21, 2013, the date the control
was obtained.
The following table summarizes the Companys allocation of the purchase price to the fair value of assets acquired and liabilities assumed:
rosneft
157
ASSETS
Current assets:
Cash and cash equivalents
Restricted cash
178
5
Accounts receivable
53
Inventories
60
79
375
Non-current assets:
Property, plant and equipment
Intangible assets
Other financial assets
Investments in associates and joint ventures
Deferred tax assets
Other non-current non-financial assets
2 235
24
13
207
9
9
2 497
Total assets
2 872
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities
117
31
3
61
7
12
231
Non-current liabilities:
Loans and borrowings
203
344
Provisions
39
9
595
826
2 046
(112)
(167)
1 767
178
Cash paid
(1 373)
(1 195)
The bargain purchase gain, arisen on acquisition of TNK-BP, is a result of the exclusive position of the Company on the Russian market. The Company was the only potential buyer, that was able
to offer mainly cash consideration for the business acquired without payment deferrals. Additionally, the Companys bargain power was further enhanced through two separate transactions with BP
and AAR consortium to acquire non-controlling 50% ownership share in each transaction.
Deferred tax liabilities in the amount of RUB 344 billion are mainly attributable to revaluation of property, plant and equipment.
The fair value of the accounts receivable approximates its outstanding contractual amounts at the acquisition date. There are no accounts receivable that are not expected to be collected.
Net cash outflow of RUB 1,195 billion was included in Acquisition of subsidiaries, net of cash acquired in the investing activities in the consolidated statement of cash flow for the year ended
December 31, 2013.
From March 21, 2013 (the date of acquisition) TNK-BPs revenues and net income included in the consolidated statement of comprehensive income for the year ended December 31, 2013
were RUB 1,551 billion and RUB 107 billion, respectively.
Had the TNK-BP acquisition taken place at the beginning of the reporting period (January 1, 2013), revenues and net income of the combined entity would have been RUB 5,069 billion and
RUB 582 billion, respectively, for the year ended December 31, 2013.
Acquisition of LLC Basic jet fuel operator and LLC General Avia
In May 2013, the Company acquired a 100% interest in LLC Basic jet fuel operator and LLC General Avia for a consideration of RUB 6 billion. Main activities of these entities comprise jet fuel
sales, storage and fuelling services in airports of Krasnodar, Sochi, Anapa, Gelendzhik and Abakan.
The preliminary purchase price allocation of consideration paid for the acquisition of LLC Basic jet fuel operator and LLC General Avia is as follows:
ASSETS
Property, plant and equipment
LIABILITIES
Deferred income tax liabilities
158
rosneft
Country of incorporation
Core activity
Preferred and
common shares
Voting shares
Russia
100.00
100.00
OJSC Bratskekogaz
Russia
79.00
79.00
OJSC Sibneftegaz
Russia
48.94
48.94
OJSC Purgaz
Russia
49.00
49.00
100.00
Russia
100.00
CJSC Uralsevergas
Russia
67.00
67.00
Latvia
66.00
66.00
Other
LLC Oil and Gas Company ITERA
Russia
Holding company
100.00
100.00
Russia
Holding company
100.00
100.00
LLC Linko-Optim
Russia
Holding company
100.00
100.00
LLC OVIT
Russia
Holding company
100.00
100.00
Russia
Finance services
100.00
100.00
LLC EK ENEKO
Russia
Holding company
100.00
100.00
100.00
100.00
CJSC Regiongas-Invest
Russia
Heat production
Russia
Collecting activity
99.90
99.90
ITERA-Turkmenistan Ltd.
Cyprus
Holding company
100.00
100.00
Cyprus
Holding company
100.00
100.00
Acquisition of LLC Oil and Gas Company ITERA improves business efficiency and creates new opportunities for its growth. It forms a stable platform for consistent implementation of the
Companys gas strategy:
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable
11
14
Non-current assets:
Property, plant and equipment
92
128
225
Total assets
239
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities
12
18
Non-current liabilities:
Loans and borrowings
10
19
29
Total liabilities
47
192
(1)
191
This allocation of the purchase price to the assets acquired and liabilities assumed is preliminary as of December 31, 2013. Purchase price allocation has not been finalized due to complexity
of the acquisition and uncertainties related to fair value measurements of property, plant and equipment, investments and deferred tax liabilities. Allocation of the purchase price to fair value of the
assets acquired and liabilities assumed will be finalized within 12 months from the acquisition date.
The fair value of accounts receivable approximates its outstanding contractual amounts at the acquisition date. There are no accounts receivable that are not expected to be collected.
The acquisition of LLC Oil and Gas Company ITERA did not contemplate contingent consideration.
Acquisition of LLC TNK-Sheremetyevo
On September 30, 2013 the Company acquired a 50% ownership share in LLC TNK-Sheremetyevo, a 74.9% shareholder of CJSC TZK Sheremetyevo, for a consideration of US$ 300 million
(RUB 10 billion at the date of the transaction). As a result of the acquisition, the Companys share in LLC TNK-Sheremetyevo increased to 100%. Main activities of CJSC TZK-Sheremetyevo comprise
jet fuel sales, storage and fuelling services at Sheremetyevo International Airport in Moscow.
Acquisition of 50% share in LLC TNK-Sheremetyevo was accounted for under IFRS 3, Business Combinations, as a step acquisition. Fair value of previously held non-controlling share in LLC
TNK-Sheremetyevo of RUB 9 billion and a loan to LLC TNK-Sheremetyevo from the Company of RUB 5 billion are included in the consideration transferred.
Starting from September 30, 2013, assets and liabilities of LLC TNK-Sheremetyevo and CJSC TZK Sheremetyevo are included in the Companys consolidated balance sheet. In October 2013,
LLC TNK-Sheremetyevo was renamed to LLC RN-Aero Sheremetyevo. The consideration for the acquisition of a 50% share in LLC TNK-Sheremetyevo was fully paid in October 2013.
rosneft
159
As of December 31, 2013, LLC TNK-Sheremetyevo purchase price allocation was not completed. Preliminary purchase price allocation is based on a historical value of assets and liabilities.
Excess of purchase price over fair value of net assets of LLC TNK-Sheremetyevo acquired is recorded as goodwill. Allocation of the purchase price to fair value of the assets acquired and liabilities
assumed will be finalized within 12 months from the acquisition date.
The following table summarizes the Companys preliminary allocation of the LLC TNK-Sheremetyevo purchase price:
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable
Non-current assets:
Property, plant and equipment
Total assets
11
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities
Total liabilities
(1)
Goodwill
20
24
Preliminarily, goodwill in the amount of RUB 20 billion relates primarily to the expected synergies arising from an access to the premium sales in Moscow International Sheremetyevo Airport,
the largest airport in Russia in terms of jet fuel consumption and traffic. The amount of goodwill is not tax deductible.
The acquisition of LLC TNK-Sheremetyevo did not contemplate contingent consideration.
Acquisition of LLC Taas-Yuriakh Neftegazodobycha
In October 2013 the Company completed a number of transactions to acquire 65% ownership interest in LLC Taas-Yuriakh Neftegazodobycha, increasing its ownership interest to 100%. The
Company also acquired the majority of the entitys debt. The total consideration for 65% ownership interest amounted to US$ 3,139 million (RUB 101 billion as of the date of transaction), including
entitys debt. LLC Taas-Yuriakh Neftegazodobycha holds an exploration license for the Central block of Kurungskoe license field in Srednebotuobinskoe oil and gas condensate deposit.
The acquisition of additional 65% ownership interest in LLC Taas-Yuriakh Neftegazodobycha was accounted for under IFRS 3, Business Combinations, as a step acquisition. Preliminary fair value
of previously held non-controlling share in LLC Taas-Yuriakh Neftegazodobycha of RUB 13 billion is included in the preliminary consideration transferred.
The following table summarizes the Companys preliminary allocation of the LLC Taas-Yuriakh Neftegazodobycha purchase price:
ASSETS
Current assets:
Prepayments and other current assets
Non-current assets:
Property, plant and equipment
34
Mineral rights
105
139
Total assets
141
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities
Non-current liabilities
Loans and borrowings
22
23
Total liabilities
27
114
114
The acquisition of LLC Taas-Yuriakh Neftegazodobycha did not contemplate contingent consideration.
The Company plans to sell a share in LLC Taas-Yuriakh Neftegazodobycha to within next 12 months. As of December 31, 2013 the assets and liabilities of LLC Taas-Yuriakh Neftegazodobycha
were classified as assets and liabilities held for sale as follows:
ASSETS
Current assets:
Advances issued and other current assets
Non-current assets:
Property, plant and equipment
39
Mineral licenses
105
144
147
160
rosneft
LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities
Non-current liabilities:
Loans and borrowings
22
25
28
71
59
130
The following table summarizes the Companys preliminary allocation of the consideration transferred to the fair value of assets acquired and liabilities assumed:
ASSETS:
Current assets:
Cash and cash equivalents
Non-current assets:
Property, plant and equipment
172
Intangible assets
174
Total assets
178
LIABILITIES
Non-current liabilities:
Loans and borrowings
33
15
Total liabilities
48
130
This allocation of the purchase price to the assets acquired and liabilities assumed is preliminary as of December 31, 2013. Purchase price allocation has not been finalized due to complexity
of the acquisition and uncertainties related to fair value measurements of property, plant and equipment, investments and deferred tax liabilities. Allocation of the purchase price to fair value of the
assets acquired and liabilities assumed will be finalized within 12 months from the acquisition date.
The acquisition of OJSC Sibneftegas did not contemplate contingent consideration.
Acquisition of LLC Research and Development Center
In February 2012, the Company acquired for RUB 4 billion 100% interest in LLC Research and Development Center which is engaged in developing advanced technologies for refining and for
petrochemical industry.
The following table summarizes the Companys purchase price allocation of LLC Research and Development Center to the fair value of assets acquired and liabilities assumed:
Property, plant and equipment
Intangible assets
Goodwill
The goodwill of RUB 2 billion relates to the expected synergies arising from the implementation of acquired innovative technologies in refining and petrochemicals. Accordingly, this goodwill
was allocated to the Refining and distribution segment.
Acquisition of LLC Polar Terminal
In June 2012, the Company acquired for RUB 1 billion 100% interest in LLC Polar Terminal. LLC Polar Terminal is engaged in an investment project for construction of crude oil and petroleum
products transshipment terminal. Allocation of purchase price to assets, liabilities and result of operations of Polar Terminal LLC are not significant to these consolidated financial statements.
8.
Segment information
The Company determines its operating segments based on the nature of their operations. The performance of these operating segments is assessed by management on a regular basis.
Exploration and production segment is engaged in field exploration and production of crude oil and natural gas. Refining and distribution segment is engaged in processing crude oil and other
hydrocarbons into petroleum products, as well as the purchase, sale and transportation of crude oil and petroleum products. Corporate and other unallocated activities do not represent operating
segment and comprise corporate activity, activities involved in field development, maintenance of infrastructure and functioning of the first two segments, as well as banking and finance services,
and other activities. Substantially all of the Companys operations and assets are located in the Russian Federation.
rosneft
161
Segment performance is evaluated based on both revenues and operating income which are measured on the same basis as in the consolidated financial statements, and of revaluation of
intersegment transactions at market prices.
Operating segments in 2013:
Exploration and
production
Adjustments
Consolidated
4 682
61
4 570
51
1 848
(1 848)
12
12
1 921
4 570
51
(1 848)
4 694
1 098
4 385
112
(1 848)
3 747
329
56
392
1 427
4 441
119
(1 848)
4 139
494
129
(68)
555
Finance income
21
Finance expenses
(56)
(35)
Other income
242
Other expenses
(59)
(71)
632
Income tax
(81)
Net income
551
Adjustments
Consolidated
3 066
45
2 995
26
1 220
(1 220)
23
23
1288
2995
26
(1 220)
3 089
701
2 914
76
(1 220)
2 471
167
33
206
868
2 947
82
(1 220)
2 677
Operating income
420
48
(56)
412
Finance income
24
Finance expenses
(15)
Other income
87
Other expenses
(50)
11
469
Income tax
(104)
Net income
365
Adjustments
Consolidated
2 702
50
2 621
31
1 030
(1030)
16
16
1 096
2 621
31
(1030)
2 718
534
2 503
49
(1030)
2 056
164
24
193
698
2527
54
(1030)
2 249
Operating income
398
94
(23)
469
Finance income
162
20
rosneft
Exploration and
production
Adjustments
Finance expenses
Consolidated
(19)
Other income
25
Other expenses
(48)
(22)
425
Income tax
(90)
Net income
335
Oil and gas and petroleum products sales comprise the following (based on the country indicated in the bill of lading):
2013
2012 (restated)
2011
1 033
955
542
388
366
128
78
54
81
103
22
14
2 428
1 526
1 392
907
653
500
294
228
224
84
11
817
522
473
12
11
10
82
73
50
2 196
1 498
1 265
The Company had one major customer in 2012 and 2011 being an international oil trader accounting for at least 10% of total sales. Revenues generated from sales to this oil trader totaled RUB
384 billion and RUB 547 billion, or 12% and 20% of total revenues, in 2012 and 2011, respectively. These revenues are recognized mainly under the Refining and distribution segment. No customer
accounts for at least 10% of total sales in 2013.
The Company is not dependent on any of its major customers or any one particular customer as there is a liquid market for crude oil and petroleum products. As of December 31, 2013, the
amount of current receivable from the Companys major customer totaled RUB 59 billion, or around 16% of the Companys trade receivables.
9.
2012 (restated)
2011
829
553
414
Excise tax
136
79
55
Property tax
22
12
11
Other
37
28
18
1 024
672
498
Total taxes
11.
2013
2012
2011
1025
689
612
356
212
178
1382
901
790
2013
2012
2011
Finance income
Finance income for the years ended December 31 comprises the following:
11
Loans issued
Notes receivable
Bonds
Current/settlement accounts
18
18
20
rosneft
163
2013
2012
Gain from changes in fair value of financial assets at fair value recognized in profit or loss
2011
21
24
20
Gain from changes in fair value of financial assets at fair value recognized in profit or loss in the amount of RUB 3 billion for the year ended December 31, 2013, relates to non-derivative current
financial assets.
12. Finance expenses
Finance expenses for the years ended December 31 comprise the following:
2013
2012
2011
(7)
(38)
(8)
(5)
(1)
(2)
(1)
(44)
(10)
(8)
(3)
(4)
(3)
(1)
(8)
(4)
(5)
(56)
(15)
(19)
The weighted average rate used to determine the amount of borrowing costs eligible for capitalization is 3.97%, 4.05% and 3.70% p.a. in 2013, 2012 and 2011, respectively.
13. Other income and expenses
Other income for the years ended December 31 comprise the following:
2013
2012
205
82
Other
Total other income
2011
35
25
242
87
25
2013
2012
2011
13
19
11
10
10
12
12
Other expenses for the years ended December 31 comprise the following:
Sale and disposal of property, plant and equipment and intangible assets
Disposal of companies and non-production assets
Impairment of assets
Social payments, charity, sponsorship, financial aid
Fines and penalties
Other
17
11
59
50
48
In 2013, a number of market quoted financial assets and certain other assets were impaired due to constant decreases in market prices. In 2012, Impairment of assets comprises impairment of
rights for exploration and production in a number of license areas in Eastern Siberia due to the lack of positive results of exploration.
14. Personnel expenses
Personnel expenses for the years ended December 31 comprise the following:
2013
2012
2011
144
101
75
31
21
16
185
131
97
Salary
Statutory insurance contributions
Personnel expenses are included in Production and operating expenses, General and administrative expenses and Other expenses in the consolidated statement of comprehensive income.
15. Operating leases
Operating lease agreements have various terms and conditions and primarily consist of indefinite tenancy agreements for the lease of land plots under oilfield pipelines and petrol stations,
agreements for the lease of rail cars and rail tank cars for periods over 12 months, and agreements for the lease of land plots for industrial sites of the Companys oil refining plants. The agreements
provide for an annual revision of the rental rates and contractual terms and conditions.
Total operating lease expenses for the years ended December 31, 2013, 2012 and 2011 amounted to RUB 16 billion, RUB 8 billion and RUB 10 billion, respectively. The expenses were recognized
within production and operating expenses, general and administrative expenses and other expenses in the statement of comprehensive income.
Future minimum lease payments under non-cancellable operating leases as of December 31 are as follows:
2013
2012
16
From 1 to 5 years
50
18
18
164
2011
rosneft
2013
2012
Over 5 years
163
41
2011
14
229
67
41
2012 (restated)
2011 (restated)
98
86
99
(16)
(5)
(3)
82
81
96
(1)
23
(6)
(1)
23
(6)
81
104
90
Temporary differences between these consolidated financial statements and tax records gave rise to the following deferred income tax assets and liabilities:
Consolidated balance sheet
as of December 31
Consolidated statement of
comprehensive income for the years,
ended December 31
2013
2012 (restated)
2011 (restated)
2013
2012 (restated)
(1)
Inventories
(1)
(2)
(1)
(1)
12
(7)
(2)
(2)
(5)
(32)
(13)
(11)
14
(437)
(215)
(189)
(4)
(26)
Mineral rights
(255)
(62)
(63)
32
13
11
(660)
(264)
(241)
(3)
(25)
(23)
(646)
(260)
(237)
14
(660)
(264)
(241)
(646)
(260)
(237)
As of January 1
Deferred income tax benefit /(expense), recognized in the statement of comprehensive income
Acquisition of subsidiaries (Note 7)
Reclassification to assets held for sale
As of December 31
2013
2012 (restated)
(260)
(237)
(23)
(409)
22
(646)
(260)
A reconciliation between tax expense and the product of accounting profit multiplied by 20% tax rate for the years ended 31 December 2013, 2012 and 2011 is as follows:
2013
2012 (restated)
2011 (restated)
632
469
425
126
94
85
(13)
(12)
(6)
(41)
20
81
104
90
rosneft
165
Unrecognized deferred tax assets in the consolidation balance sheet for the years ended December 31, 2013, 2012 and 2011 amounted to RUB 5 billion, RUB 7 billion and RUB 5 billion, respectively, related to unused tax losses. Tax loss carry forwards available for utilization to the Company expire in 2014-2023.
17. Non-controlling interests
Non-controlling interests include:
As of December 31, 2013
Non-controlling interest
(%)
Non-controlling interest
in net assets
CJSC Vankorneft
2013
Non-controlling interest
in net
income
Non-controlling interest
in net assets
2012
(restated)
Non-controlling interest
in net
income
Non-controlling interest
in net assets
2011
(restated)
Non-controlling interest
in net
income
6,04
29
6,04
26
6,04
24
OJSC Grozneftegaz
49,00
(3)
49,00
49,00
45,00
45,00
45,00
15,33
15,33
15,33
25,10
34,00
OJSC Verkhnechonskneftegaz
(Notes 7, 37)
various
various
various
(3)
39
39
36
For the years ended December 31, basic earnings per share comprise the following:
2013
2012 (restated)
2011 (restated)
Continued operations
545
363
331
10 304
9 416
9 591
52,89
38,55
34,51
2012 (restated)
58
19
172
206
43
72
Deposits
Other
Total cash and cash equivalents
275
299
2012
2012 (restated)
Bonds
21
14
22
Loans granted
17
18
166
rosneft
As of December 31,
Notes receivable, net of allowance
Loans granted under reverse repurchase agreements
Deposits and deposit certificates
2013
2012 (restated)
21
27
131
10
11
State bonds
232
90
As of December 31, 2013 and 2012 available-for-sale bonds comprise the following:
2013
2012
Balance
Date of maturity
Balance
Date of maturity
7,0-8,1%
March 2014
June 2015
6,9-8,1%
November 2014
July 2015
Municipal bonds
8,35-9,0%
December 2014
November 2018
8,75-9,25%
June 2013
November 2018
Corporate bonds
13
3,72-10,0%
February 2014
November 2024
10
4,25-10,0%
February 2013
November 2023
Total
21
14
Bank deposits amount to RUB 131 billion and RUB 0 billion as of December 31, 2013 and 2012, respectively. As of December 31, 2013, bank deposits denominated in US$ amount to RUB 85
billion and bear interest rates ranging from 1.8% to 3.0% p.a. Bank deposits denominated in RUB amount to RUB 46 billion and bear interest rates ranging from 7.0% to 9.0% p.a.
As of December 31, 2013, notes receivable include corporate notes receivable that are primarily denominated in RUB with nominal interest rates ranging from 4.25% to 10.7% p.a. with maturities
to December 2014 and nominally interest-free corporate notes receivable with weighted average effective interest rate of 4.8% p.a. with maturities to December 2014.
As of December 31, 2012, notes receivable include corporate notes receivable that are primarily denominated in RUB with nominal interest rates ranging from 4.25% to 8.50% p.a. with maturities
to November 2014 and nominally interest-free corporate notes receivable with weighted average effective interest rate of 5.94% p.a. with maturities to June 2013.
Reverse repurchase agreements are collateralized by trading securities with a fair value of RUB 1 billion and RUB 0 billion as of December 31, 2013 and 2012, respectively.
As of December 31, 2013 and 2012 trading securities comprise the following:
2013
2012
Balance
Date of maturity
Balance
Date of maturity
Corporate bonds
11
1,99-13,5%
February 2014
October 2026
10
2,85-13,5%
March 2013
October 2023
5,5-12,0%
April 2014
February 2036
6,7-12,0%
January 2013
February 2036
15
21
2013
2012 (restated)
378
204
16
19
30
22
424
245
Total
Allowance for doubtful accounts
Total accounts receivable, net of allowance
(9)
(8)
415
237
The allowance for doubtful accounts is recognized at each balance sheet date based on estimates of the Companys management regarding the expected cash inflows to repay accounts receivable.
The Company recognized allowance for doubtful accounts for all significant past due accounts receivable as of December 31, 2013 and 2012.
As of December 31, 2013 and 2012 accounts receivable were not pledged as collateral for loans and borrowings provided to the Company.
22. Inventories
Inventories comprise the following:
As of December 31,
2013
2012 (restated)
69
46
96
66
rosneft
37
22
202
134
167
Materials and supplies mostly include spare parts. Petroleum products and petrochemicals include those designated both for sale and for own use.
The Company retrospectively changed the classification of inventories in order to conform to industry practices. Petroleum products held for further processing were reclassified from Work
in progress to Petroleum products and petrochemicals. The carrying amounts reclassified were RUB 13 billion and RUB 10 billion as of December 31, 2013 and 2012, respectively. Other inventories
included in Work in progress were reclassified to Materials and supplies. The carrying amounts reclassified were RUB 1 billion and RUB 1 billion as of December 31, 2013 and 2012, respectively.
For the years ended December 31:
2013
2012 (restated)
2011
581
346
297
Cost of inventories recognized as an expense during the period is included in Production and operating expenses, Cost of purchased oil, gas and petroleum products and refining costs and
General and administrative expenses in the consolidated statement of comprehensive income.
23. Prepayments and other current assets
Prepayments comprise the following:
As of December 31,
2013
2012 (restated)
183
90
Prepayments to suppliers
36
24
80
54
Other taxes
25
11
Other
Total prepayments and other current assets
330
185
Prepaid customs duties primarily represent export duties related to the export of crude oil and petroleum products (Note 10).
24. Property, plant and equipment and construction in progress
Exploration and
production
Refining and
distribution
Total
Cost
As of January 1, 2012 (restated)
2 266
561
98
2 925
Additions
311
151
24
486
Disposals
(15)
(7)
(10)
(32)
(6)
(6)
2 561
705
112
3 378
(452)
(113)
(32)
(597)
(164)
(33)
(11)
(208)
Exchange differences
Cost of asset retirement (decommissioning) obligations
As of December 31, 2012 (restated)
Depreciation, depletion and impairment losses
(10)
(10)
(621)
(145)
(42)
(808)
1 814
448
66
2 328
1 940
560
70
2 570
11
28
43
46
59
1 825
476
70
2 371
1 944
606
79
2 629
Cost
Acquisition of subsidiaries (Note 7)
2 371
277
2 649
Additions
352
220
23
595
Disposals
(36)
(6)
(4)
(46)
(144)
(144)
Exchange differences
11
15
5 122
1 200
132
6 454
(329)
(53)
(10)
(392)
16
23
Impairment of assets
(1)
(1)
Exchange differences
(7)
(1)
(8)
(941)
(196)
(49)
(1 186)
4 181
1 004
83
5 268
168
49
62
4 185
1 053
92
5 330
rosneft
The cost of construction in progress included in property, plant and equipment was RUB 928 billion, RUB 654 billion and RUB 441 billion as of December 31, 2013, 2012 and January 1, 2012,
respectively.
In 2012, the Company identified an impairment indicator (exploration for and evaluation of mineral resources in the specific area have not led to the discovery of commercially viable quantities
of mineral resources and the entity has decided to discontinue such activities in the specific area) with respect to the three exploration licenses, included in Exploration and production segment
of Property, plant and equipment. As a result the Company recognized an impairment loss of RUB 10 billion in Other expenses in the consolidated statement of comprehensive income in 2012.
Depreciation charge for the years ended December 31, 2013 and 2012 includes depreciation which was capitalized as part of the construction cost of property, plant and equipment and cost
of inventory in the amount of RUB 4 billion and RUB 4 billion, respectively .
The Company capitalized RUB 33 billion, RUB 24 billion and RUB 14 billion of interest expenses on loans and borrowings in 2013, 2012 and 2011, respectively.
During 2013 the Company received government grants for capital expenditures in the amount of RUB 7 billion. Grants are accounted for as a reduction of additions in Exploration and production
segment.
Exploration and evaluation assets
Exploration and evaluation assets included in segment Exploration and production comprise the following:
2013
2012
As of January 1
11
11
Capitalized expenditures
Acquisition of subsidiaries
(6)
(4)
Expensed
(2)
As of December 31
13
11
Mineral rights
Mineral rights included in exploration and production assets comprise the following:
Mineral rights to proved
properties
Mineral rights to
unproved properties
Total
269
104
373
(45)
(45)
224
104
328
(15)
(15)
Additions
Impairment of properties
(10)
(10)
(2)
Cost
271
108
379
(60)
(10)
(70)
211
98
309
Depletion charge
(44)
(44)
Acquisition of subsidiaries
975
126
1 101
(55)
(50)
(105)
10
(10)
Cost
1 201
183
1 384
(104)
(10)
(114)
1 097
173
1 270
Depletion charge
Additions
Goodwill
Cost
As of January 1, 2012 (restated)
19
28
142
Additions
Disposals
(1)
(2)
(3)
18
27
144
(4)
(2)
(6)
Amortization charge
(1)
(1)
(2)
(5)
(3)
(8)
15
22
142
13
19
144
Amortization
Cost
Additions
Disposals
(6)
(4)
(10)
10
16
26
20
23
24
47
164
rosneft
169
Goodwill
Amortization
Amortization charge
(2)
(2)
(4)
Disposal of amortization
(5)
(5)
(10)
18
19
37
164
The Company performed its annual goodwill impairment test as of October 1 of each year. The impairment test was carried out at the beginning of the fourth quarter of each year using data
that was appropriate at that time. As a result of the annual test, no impairment of goodwill was identified in 2013 or 2012.
Goodwill acquired through business combinations has been allocated to related groups of cash generating units being its operating segments Exploration and production segment and Refining and distribution segment. In assessing whether goodwill has been impaired, the current values of the operating segments (including goodwill) were compared with their estimated value in use.
As of December 31,
2013
2012 (restated)
Goodwill
31
31
133
113
Total
164
144
The Company has estimated value in use of the operating segments using a discounted cash flow model. Future cash flows have been adjusted for risks specific to the segment and discounted
using a rate, which reflects current market assessments of the time value of money and the risks specific to the segment for which the future cash flow estimates have not been adjusted.
The Companys business plan, approved by the Companys Board of Directors, is the primary source of information for the determination of the operating segments value in use. The business
plan contains internal forecasts of oil and gas production, refinery throughputs, sales volumes of various types of refined products, revenues, operating and capital expenditures. As an initial step in
the preparation of these plans, various assumptions, such as oil prices, natural gas prices, refining margins, petroleum product margins and cost inflation rates, are set. These assumptions take into
account existing prices, US$ and RUB inflation rates, other macroeconomic factors and historical trends, as well as markets volatility.
In determining the value in use for each of the operating segments, cash flows have been discounted and aggregated with the segments terminal value. In determining the terminal value
of the Companys segments in the post-forecast period the Gordon model has been used. The model has used average rates of operation decline equal to natural rates of production decline for
the existing assets provided that there is no production drilling. These rates were 8.0% of annual decline for Exploration and production segment and 0.0% for Refining and distribution segment.
The most important assumptions among the factors listed above are the following:
discount rate;
oil price;
production volumes.
The sensitivity of the discounted cash flows to the changes in these factors is the most significant.
The discount rate calculation is based on the Companys weighted average cost of capital adjusted to reflect pre-tax discount rate and amounts to 6.9% p.a. in 2013 (6.9% p.a. in 2012). Estimated
production volumes are based on detailed data for the fields and takes into account fields development plan approved by management through the long-term planning process. For the purposes
of impairment testing, the Companys Urals oil price assumptions were based on the forecasted market prices. Management believes that no reasonably possible changes in the assumptions may
lead to the goodwill impairment.
As of December 31, 2013 and 2012 the Company did not have any intangible assets with indefinite useful lives. As of December 31, 2013 and 2012 no intangible assets have been pledged as
collateral.
26. Other long-term financial assets
Other long-term financial assets comprise the following:
As of December 31,
2013
2012
Bonds
Bank deposits
20
11
Long-term borrowings
Loans to employees
Other
Total other long-term financial assets
40
24
Pursuant to contracts, long-term loans issued to associates have a maturity period from 3 through 9 years and bear interest rate ranging from 8.2% to 14.5% p.a.
Pursuant to contracts, long-term RUB denominated deposits have a maturity period 5 years and bear interest rate of 8% p.a.
As of December 31, 2013 and December 31, 2012, there were no overdue long-term financial assets for which no impairment provision was created.
As of December 31, 2013 and December 31, 2012, shares of OJSC INTER RAO UES were impaired in the amount of RUB 2 billion and RUB 2 billion, respectively, loans issued to associates were
impaired in the amount of RUB 0 billion and RUB 0 billion, respectively.
No long-term financial assets were pledged as collateral as of December 31, 2013 and 2012.
As of December 31, 2013 and December 31, 2012, no long-term financial assets were received by the Company as collateral.
Derivative financial instruments
In 2012 the Company entered into a series of deliverable forward transactions for the sale of US$ for a term until 2015 for the nominal amount of US$ 1,259 million (RUB 41 billion at the CBR
official exchange rate as of December 31, 2013). The Company sells US$ in accordance with the schedule at the conversion rates, stipulated in the contract. Fair value is calculated based on market
data using Bloomberg valuation services. Fair value of the series of deliverable forward transactions is presented in Other long-term financial assets Derivative financial instruments in the amount
of RUB 1 billion and RUB 2 billion in the consolidated balance sheet as of December 31, 2013 and 2012, respectively. The change in fair value measurements resulted in unrealized loss in the amount
of RUB 1 billion. Realized gain in the form of net payments, recalculated in RUB at the CBR official exchange rate as of the date of payments, between the contract participants was RUB 0 billion in
2013. The net effect of a series of deliverable forward transactions is presented in Finance expenses Net loss from operations with derivative financial instruments in the amount of RUB 1 billion in
the consolidated statement of comprehensive income for 2013 (Note 12).
27. Investments in joint ventures and associates
Investments in joint ventures and associates comprise the following:
170
rosneft
Name of an investee
Country
As of December 31,
2013
2012 (restated)
Joint ventures
Polar Lights Company LLC
Russia
50.00
Russia
51.00
Cyprus
51.00
20
13
OJSC Verkhnechonskneftegaz
Russia
Note 7
30
Cyprus
50.00
18
17
Russia
Note 7
95
CJSC Arktikshelfneftegaz
Russia
50.00
Russia
60.00
12
Saras S.p.A.
Italy
20.99
13
Russia
49.94
166
Venezuela
various
17
Cyprus
25.00
Russia
50.00
CJSC STS
Russia
50.00
Associates
CJSC Purgaz
Russia
49.00
57
Russia
Note 7
13
Other associates
various
10
327
186
CJSC Purgaz
Financial information on significant joint ventures and associates as of December 31, 2013 is presented below:
Taihu Ltd
Current assets
10
23
Non-current assets
41
117
Total assets
51
140
6
(1)
(9)
(32)
(1)
Non-current liabilities
Current liabilities
(22)
(28)
Total liabilities
(31)
(60)
(1)
(1)
20
80
Taihu Ltd
CJSC Purgaz
56
97
(42)
(39)
(2)
(3)
14
58
Other expenses
(2)
(48)
12
10
Income tax
(3)
(2)
Financial information on significant joint ventures and associates as of December 31, 2012 is presented below:
The Companys share in net assets
Taihu Ltd
Current assets
10
Non-current assets
46
Total assets
56
Current liabilities
(6)
Non-current liabilities
(37)
Total liabilities
(43)
13
Taihu Ltd
55
Cost of sales
(41)
(2)
Gross profit
14
Other expenses
(3)
11
(3)
The difference of RUB 52 billion between the cost of investments and the ompanys share in the net assets of CJSC Purgaz is an adjustment to the fair value of the identifiable assets and
liabilities at the date of the associate acquisition. This difference is included in the carrying amount of investments in CJSC Purgaz.
Investments in Lanard Holdings LTD include adjustments to the fair value of the identifiable assets and liabilities at the date of the associate acquisition, and goodwill. The difference amounting
to RUB 17 billion is included in the carrying amount of investments in Lanard Holdings Ltd.
The difference of RUB 86 billion between the cost of investments and the ompanys share in the net assets of OJSC NGK Slavneft is an adjustment to the fair value of the identifiable assets
and liabilities at the date of the associate acquisition. This difference is included in the carrying amount of investments in OJSC NGK Slavneft.
Equity share in profits/(losses) of joint ventures and associates:
rosneft
171
2012 (restated)
50,00
2011
1
. 7
14
51,00
. 7
49,94
(4)
(2)
12
23
16
The difference of RUB 12 billion between the share in loss of the equity investee and the Companys share in net income of OJSC NGK Slavneft is an adjustment to the fair value of the identifiable assets and liabilities after the date of the acquisition.
OJSC NGK Slavneft
As a result of TNK-BP acquisition (Note 7) the Company obtained 49.9% interest in OJSC NGK Slavneft. The investment in OJSC NGK Slavneft of RUB 173 billion is accounted for as an investment
in a joint venture using the equity method.
OJSC NGK Slavneft holds licenses for the exploration and production of oil and gas at 31 license areas located in West Siberia and the Krasnoyarsk region. The annual production of OJSC NGK
Slavneft is 17 million tons of crude oil. The crude oil produced (excluding export) is processed at OJSC NGK Slavnefts refineries. The OJSC NGK Slavnefts refineries process over 26 million tons of
hydrocarbons and produce over 5 million tons of gasoline annually.
Investments in Venezuela
As a result of TNK-BP acquisition (Note 7) the Company obtained equity interests in certain assets in Venezuela. The most significant of these investments is in PetroMonagas S.A. in which the
Company holds a 16.7% share. The investment in Venezuela of RUB 17 billion is accounted for as an investment in joint venture using the equity method.
PetroMonagas S.A. is engaged in exploration and development of oil fields in the eastern part of Orinoko Basin. In 2013 PetroMonagas S.A. produced 8.3 million tons of oil equivalent. PetroMonagas S.A. is an integrated project involving the extra-heavy crude oil extraction and upgrading, production and export of synthetic crude oil.
Acquisition of interest in exploratory assets in Brazil
As a result of TNK-BP acquisition (Note 7) the Company obtained 45% interest in certain concession agreements for 21 exploratory blocks in the Brazilian Solimoes Basin. The fair value of
Brazilian assets is RUB 10 billion (US$ 317 million at the CBR official exchange rate at the acquisition date). The investment is accounted for as joint operation as the Company has acquired undivided
interests in the respective assets and liabilities. In 2013 the Company recognized a share of loss from its investments in Brazil in the amount of RUB 2 billion.
National Oil Consortium LLC
In January 2013, Company acquired additional 20% ownership share in LLC National Oil Consortium (NOC) for RUB 6 billion. As a result of this acquisition and TNK-BP acquisition (Note 7),
the Companys interest in NOC increased to 60%. NOC provides financing of exploration project at Junin-6 block in Venezuela jointly with a subsidiary of Petrleos de Venezuela S.A. (PDVSA),
Venezuelan state oil company. The interest in NOC is continued to be accounted for as an equity investment due to joint control under the shareholders agreement.
Acquisition of interest in refining assets
On April 23, 2013 the Company acquired 13.70% share in Saras S.p.A. (Saras) for the total consideration of EURO 178.5 million (RUB 7 billion at the CBR official exchange rate at the acquisition
date) from Angelo Moratti S.a.p.a., Gian Marco Moratti and Massimo Moratti.
On June 14, 2013 as a result of a voluntary public offer in respect of 69,310,933 ordinary shares the Company acquired an additional 7.29% interest in Saras for the total consideration of EURO
95 million (RUB 4 billion at the CBR official exchange rate at the acquisition date).
As a result of this acquisition, the Companys share in equity of Saras increased to 20.99% and is accounted for as an equity investment.
Saras is a leading Italian and European crude oil refiner which sells and distributes petroleum products in Italy and international markets. Saras is also engaged in electric power production and
sale, industrial engineering and scientific research services to the oil, electric power and environment sectors, and hydrocarbons exploration.
28. Other non-current non-financial assets
Other non-current non-financial assets comprise the following:
As of December 31,
2013
2012
Prepaid insurance
Other
12
As of December 31,
2013
2012 (restated)
187
117
153
45
22
41
Financial liabilities
36
22
13
443
193
Non-financial liabilities
Short-term advances received
Total accounts payable and accrued liabilities
45
18
488
211
In 2013 current accounts payable were settled within 47 days (2012: 31 days) on average. Interest rates on banking customer accounts amount to 0.1-3.0% p.a. Trade and other payables are
non-interest bearing.
30. Loans, borrowings and finance lease liabilities
Loans and borrowings comprise the following:
172
rosneft
Currency
As of December 31,
2013
2012 (restated)
Long-term
Bank loans
RUB
115
101
Bank loans
US$, Euro
1 711
648
Bonds
RUB
131
20
Eurobonds
US$
247
91
Customer deposits
RUB
12
Customer deposits
US$, Euro
RUB
(545)
(35)
1 676
837
Other debt
Short-term
Bank loans
RUB
Bank loans
US$
88
12
Customer deposits
RUB
11
12
Customer deposits
US$, Euro
Borrowings
RUB
Borrowings
Euro
RUB
11
11
52
RUB
20
RUB
RUB
545
35
Short-term loans and borrowings and current portion of long-term loans and borrowings
684
143
2 360
980
Currency
Maturity date
As of December 31,
2013
2012
US$/Euro
LIBOR+1.3% LIBOR+2.70%;/
EURIBOR+2.40%
US$
LIBOR+0.60% LIBOR+3.25%
2029
557
456
RUB
7.20%9.50%
20152017
115
101
US$/Euro
20142021
20142018
1 135
167
28
27
1 835
751
(9)
(2)
1 826
749
Generally, long-term bank loans from foreign banks are denominated in US$ and partially secured by oil export contracts. If the Company fails to make timely debt repayments, the terms
of such contracts are normally provided the lender with an express right of claim for contractual revenue in the amount of failing loan repayments which must be remitted directly through transit
currency accounts in lender banks. Accounts receivable outstanding balance arising out of such contracts amounts to RUB 24 billion and RUB 32 billion as of December 31, 2013 and December 31,
2012, respectively, and is included in Trade receivables.
Certain US$ denominated loans raised for replenishment of working capital were acquired through TNK-BP acquisition (Note 7).
In March 2013, the Company drew down four long-term unsecured loans from a group of international banks for a total of US$ 31.04 billion (RUB 1,016 billion at the CBR official exchange rate
as of December 31, 2013) to finance the acquision of TNK-BP (Note 7). The first debt agreement of US$ 4.09 billion (RUB 134 billion at the CBR official exchange rate as of December 31, 2013) was
entered into with the syndicate of foreign banks for 5 years at floating rates. The second debt agreement was entered into with the syndicate of foreign banks at floating rates in the amount of US$
12.74 billion (RUB 417 billion at the CBR official exchange rate as of December 31, 2013) for 2 years. The third debt agreement was entered into with the syndicate of foreign banks at floating rates for
2 years in the amount of US$ 11.88 billion (RUB 389 billion at the CBR official exchange rate as of December 31, 2013). The fourth debt agreement in the amount of US$ 2.33 billion (RUB 76 billion at
the CBR official exchange rate as of December 31, 2013) was entered into with the syndicate of foreign banks for 5 years at floating rates. As of December 31, 2013 loans are drawn down in full. In
December 2013 the Company repaid US$ 5.1 billion (RUB 167 billion at the CBR official exchange rate as of December 31, 2013) of the long-term loan from international banks.
In June 2013, the Company drew down funds under long-term floating rate collateralized loan agreement with a foreign bank in the amount of US$ 2 billion (RUB 66 billion at the CBR official
exchange rate as of December 31, 2013). The loan is repayable within 16 years and secured by oil export contracts.
In November 2013, the Company drew down funds under floating rate unsecured long-term loan from an international bank in amount of US$ 0.75 billion (RUB 25 billion at the CBR official
exchange rate as of December 31, 2013) for 5 years.
In December 2013, the Company drew down funds under long-term floating rate unsecured loan from the group of international banks for a total amount of US$ 0.5 billion (RUB 16 billion at the
CBR official exchange rate as of December 31, 2013) for 5 years.
In October 2012, the Company placed two issues of documentary interest-bearing non-convertible bearer bonds with a total nominal value of RUB 20 billion and the term of 10 years. Coupon
payments are made on semi-annual basis of fixed rate of 8.6% p.a. for the first ten coupon periods.
In March 2013, the Company placed two issues of documentary interest-bearing non-convertible bearer bonds with a total nominal value of RUB 30 billion and the term of 10 years. Coupon
payments are made on semi-annual basis of fixed rate of 8.0% p.a. for the first ten coupon periods.
In June 2013, the Company placed three issues of documentary interest-bearing non-convertible bearer bonds with a total nominal value of RUB 40 billion and the term of 10 years. Coupon
payments are made on semi-annual basis of fixed rate of 7.95% p.a. for the first ten coupon periods.
In December 2013, the Company placed two issues of documentary interest-bearing non-convertible bearer stock bonds with a total nominal value of RUB 40 billion and the term of 10 years.
Coupon payments are made on semi-annual basis of fixed rate of 7.95% p.a. for the first ten coupon periods.
All the above mentioned bonds provide for early repurchase in five years at the request of a bond holder as set in the respective offering documents. In addition, the issuer, at any time and at
its discretion, may early purchase/repay the bonds with a possibility of subsequent bonds circulation. Such purchase/repayment of the bonds does not constitute an early redemption.
Corporate bonds comprise the following:
rosneft
173
Currency
Maturity
As of December 31,
2013
2012
US$
2017
33
30
US$
2022
66
61
US$
2015
17
US$
2016
38
US$
2017
30
US$
2018
43
US$
2020
20
247
91
In the fourth quarter of 2012, the Company raised the funds through Eurobonds placement in amount of US$ 3.0 billion. Eurobonds were placed by two tranches at a nominal value: one in the
amount of US$ 1.0 billion (RUB 30 billion at the CBR official exchange rate as of December 31, 2012) with the coupon of 3.149% p.a. to be matured in March 2017, and the other one in the amount of
US$ 2.0 billion (RUB 61 billion at the CBR official exchange rate as of December 31, 2012) with the coupon of 4.199% p.a. to be matured in March 2022. The funds received will be used for general
corporate purposes.
Eurobonds of the second, the forth, the sixth, the seventh and the eighth series were acquired through TNK-BP acquisition (Note 7).
Customer deposits represent fixed-term deposits placed by customers with the Companys subsidiary banks, denominated in RUB and foreign currencies. As of December 31, 2013, RUB denominated deposits bear interest rates ranging from 1.00% to 12.00% p.a. and deposits denominated in foreign currencies bear interest rates ranging from 1.00% to 7.40% p.a.
The Company is obliged to comply with a number of restrictive financial and other covenants contained in its loan agreements. Such covenants include maintaining certain financial ratios.
As of December 31, 2013 and 2012, the Company was in compliance with all restrictive financial and other covenants contained in its loan agreements.
Short-term loans and borrowings
November 2013, the Company drew down two floating rates tranches of unsecured loan from international bank for a total amount of US$ 1.5 billion (RUB 49 billion at the CBR official exchange
rate as of December 31, 2013): the first in amount of US$ 0.5 billion (RUB 16 billion at the CBR official exchange rate as of December 31, 2013) for 1 year and with possibility of further extension of up
to 12 months; the second in amount of US$ 1.0 billion (RUB 33 billion at the CBR official exchange rate as of December 31, 2013) maturing within 6 months.
In December 2013, the Company drew down funds under two fixed rate short-term loans from Russian banks for a total of US$ 0.74 billion (RUB 24 billion at the CBR official exchange rate as
of December 31, 2013) with maturity in the first quarter of 2014.
Customer deposits represent fixed-term deposits placed by customers with the Companys subsidiary banks, denominated in RUB and foreign currencies. As of December 31, 2013 the RUB
denominated deposits bear interest rates ranging from 0.01% to 12.00% p.a. and deposits denominated in foreign currencies bear interest rates ranging from 0.01% to 7.20% p.a.
RUB denominated borrowings Yukos related primarily include borrowings provided by Yukos Capital S.a.r.l., at 9% p.a. interest that matured in 2007. The borrowings were carried in the books
of the former Yukos subsidiaries the Company acquired through the auctions for the sale of the assets of Yukos. The borrowings are being disputed by the Company. The Company partially settled
the above mentioned liabilities in compliance with the court decision in 2010 (Note 41).
Promissory notes payable Yukos related comprise amounts that were carried in the books of the former Yukos subsidiaries the Company acquired through the auctions for the sale of the assets
of Yukos. The promissory notes are being disputed by the Company. The promissory notes are claimed to be primarily payable on demand and bear interest rates ranging from 0% to 18% p.a. (Note 41).
In 2012-2013 the Company received cash under repurchase agreements and recognized these transactions as a collateralized loan. As of December 31, 2013 and December 31, 2012, the
liabilities of the Company under repurchase agreements amounted to RUB 1 billion and RUB 2 billion, respectively, with the fair value amounted to RUB 1 billion and RUB 3 billion, respectively.
In 2013 the Company had neither delays in payments under loan agreements nor overdue interest payments.
Finance lease
As of December 31,
Finance lease liabilities
Including short-term financial lease liabilities
2013
2012
12
11
Finance expense
(1)
From 1 to 5 years
(1)
Over 5 years
Total
14
(2)
12
Minimum lease
payments
Finance expense
(1)
From 1 to 5 years
(1)
Over 5 years
Total
(1)
14
(3)
11
Finance leases entered into by the Company do not contain covenants and are entered into for a long-term, with certain leases having purchase options at the end of lease term. Finance
leases are denominated in RUB and US$.
The following is the analysis of the property, plant and equipment under capital leases recognized in Property, plant and equipment (Note 24):
As of December 31,
2013
Plant and machinery
Vehicles
2012
12
Total cost
18
14
(9)
(3)
11
174
rosneft
2012
In 2013 the Company entered into cross-currency interest rate swap with four banks for a term through 2018. Under the swap the Company pays US$ 2,138 million (RUB 70 billion at the CBR
official exchange rate at December 31, 2013) at the floating interest rate of US$ 3-month LIBOR plus bank margin and receives RUB 70 billion at the fixed interest rates ranging from 7.95% to 8.0% p.a.
In 2012 the Company entered into cross-currency interest rate swap with five banks for a term through 2015. Under the swap the Company pays US$ 1,982 million (RUB 65 billion at the CBR
official exchange rate at December 31, 2013) at the fixed interest rates and receives RUB 62 billion at the fixed interest rate of 7.2% p.a.
In 2012 the Company entered into cross-currency interest rate swap with two banks for a term through 2017. Under the swap the Company pays US$ 641 million (RUB 21 billion at the CBR official
exchange rate at December 31, 2013) at the floating interest rate of US$ 3-month LIBOR plus bank margin and receives RUB 20 billion at the fixed interest rate of 8.6% p.a.
Fair value of cross-currency interest rate swaps is calculated based on market data using SuperDerivatives valuation service. Fair value of the cross-currency rate swaps is included in Current
liabilities related to derivative financial instruments in the amount of RUB 6 billion in the consolidated balance sheet as of December 31, 2013 and in Other short-term financial assets Derivative
financial instruments (Note 20) in the amount of RUB 2 billion in the consolidated balance sheet as of December 31, 2012. The change in fair value measurements resulted in unrealized loss in the
amount of RUB 8 billion in 2013. Realized gain in the form of net payments, recalculated in RUB at the CBR official exchange rate as of the date of payments was RUB 5 billion in 2013. The net effect
of cross-currency interest rate swaps is presented in Finance expenses Net loss from operations with derivative financial instruments in the amount of RUB 3 billion in the consolidated statement
of comprehensive income for 2013 (Note 12).
32. Other short-term tax liabilities
Other short-term tax liabilities comprise the following:
As of December 31,
2013
2012 (restated)
81
46
VAT
50
23
14
10
Excise duties
Personal income tax
Property tax
Other
Total other tax liabilities
161
83
33. Provisions
Asset retirement
obligations
As of January 1, 2012 (restated), including
Environmental
remediation provision
Total
50
11
66
50
10
60
(6)
(1)
(4)
(3)
(2)
(5)
58
15
76
58
13
71
15
21
Changes in estimates
(5)
(2)
(3)
(3)
Utilised
(2)
(5)
(1)
(8)
25
17
46
94
33
11
138
Non-current
91
24
116
10
22
Non-current
Current
Provisions charged during the year
Increase/(decrease) in the liability resulting from
Changes in estimates
Change in the discount rate
Unwinding of discount
Utilised
Effect of changes in accounting policies (Note 3)
As of December 31, 2012 (restated), including
Non-current
Current
Provisions charged during the year
Increase/(decrease) in the liability resulting from
Unwinding of discount
Current
, , , , ,
, . , ,
. , .
34. Long-term prepayment on oil supply agreements
During 2013 the Company entered into a number of long-term crude oil supply contracts which involve receipt of prepayment. The total minimum delivery volume approximates 400 million
tons of crude oil.
The contracts include the following main terms:
prepayment amounts not to exceed 30% of the total contracted volume;
the crude oil price is calculated based on current market quotes;
the prepayment is reimbursed through physical deliveries of crude oil.
rosneft
175
The prepayments will be reimbursed starting from 2015. The Company considers these contracts to be a regular way sale contracts which were entered into for the purpose of the delivery of
a non-financial item in accordance with the Companys expected sale requirements.
2013
As of January 1
Received
2012
470
Reimbursed
470
As of December 31
2012 (restated)
16
13
10
Other
28
16
Other non-current liabilities mostly comprise the Ruhr Oel GmbH pension and other liabilities due to BP group relating to BP group employees of Ruhr Oel GmbH plants.
36. Pension benefit obligations
2013
2012
2011
23
16
14
27
19
17
10598
0,6
10598
0,6
0,01
Starting from 2011 the Company distributes dividends in the amount of 25% of IFRS net income, attributable to the Companys shareholders. According to Russian legislation the basis of distribution is identified as the current period net profit of OJSC Rosneft Oil Company calculated in accordance with Russian accounting standards.
On June 20, 2012, the annual General Meeting of Shareholders approved dividends on the Companys common shares for 2011 in the amount of RUB 37 billion or RUB 3.45 per share. RUB 33
billion of the above are related to outstanding shares, including dividend withholding tax on treasury shares. In August 2012, the approved dividends were paid.
On November 30, 2012, the extraordinary General Meeting of Shareholders approved additional dividends on the Companys common shares for 2011 in the amount of RUB 42 billion or 4.08
per share. RUB 38 billion of the above are related to outstanding shares, including dividend withholding tax on treasury shares. In December 2012, the approved dividends were paid.
On June 20, 2013, the annual General Meeting of Shareholders approved dividends on the Companys common shares for 2012 in the amount of RUB 85 billion or RUB 8.05 per share. In the
third quarter of 2013, the approved dividends were paid.
Treasury shares
As of December 31,
2013
2012
number, millions
1 360
299
In June 2012, the Company purchased 321,963,949 of its own shares for RUB 68 billion or RUB 212 per share.
In August 2012, the Company transferred 185,794 of treasury shares to compensate independent members of the Companys Board of Directors for the period from June 10, 2011 to June 10,
2012 (Note 39). Both fair and carrying value of the above shares approximated RUB 0.04 billion.
In November 2012, the Company purchased 28,513,639 of its own shares for RUB 7 billion or RUB 249 per share.
In March 2013, the Company transferred 1,360,449,797 of its own shares to BP as a consideration for TNK-BP acquisition (Note 7).
Additional paid-in capital
176
2013
2012
385
386
28
rosneft
2013
Sale of 9.99% of OJSC RN Holding shares
Voluntary offer to acquire OJSC RN Holding shares
Change in ownership interests in subsidiaries
Additional paid-in capital as of December 31
2012
(125)
189
(1)
477
385
In 2012 the Company acquired additional shares in its two subsidiaries. The effect of these transactions in the total amount of RUB 1 billion was accounted for as a reduction of Additional
paid-in capital.
In the third quarter of 2013 9.99% of shares in OJSC RN Holding (RN Holding), a subsidiary of the Company, were sold to certain unrelated third parties for a cash consideration of an aggregate
RUB 97 billion. As these transactions did not result in a loss of control over RN Holding, the difference between the fair value of consideration transferred and the carrying amount of the disposed
share of net assets is recognized in the additional paid-in capital.
On November 6, 2013 Rosneft announced a voluntary offer to acquire its securities held by minority shareholders. Under the terms of the voluntary offer, Rosneft plans to buy out 1,918,701,184
ordinary and 450,000,000 preferred shares of RN Holding. The offer price was set at RUB 67 per one ordinary share and RUB 55 per one preferred share of RN Holding. The voluntary offer term of
75 days expired on January 20, 2014. As of December 31, 2013, the Company recognized a liability due to non-controlling interest shareholders in the amount of RUB 153 billion in the other accounts
payable, decrease in the non-controlling interest in the amount of RUB 342 billion and increase in the additional paid-in capital in the amount of RUB 189 billion. As of January 20, 2014 a number of
shareholders, legal entities and individuals, have accepted the voluntary offer. Final results of the voluntary offer will be available in the first quarter of 2014.
38. Fair value of financial instruments
Fair value of financial assets and liabilities is determined as follows:
fair value of financial assets and liabilities quoted on active liquid markets is determined in accordance with the market quotes;
fair value of other financial assets and liabilities is determined in accordance with generally accepted models and is based on discounted cash flow analysis that relies on prices used for
existing transactions in the current market;
fair value of derivative financial instruments is based on market quotes. If such quotes are unavailable, fair value is determined on the basis of valuation models that rely on assumptions
confirmed by observable market prices or rates as of the reporting date..
Assets and liabilities of the Company that are measured at fair value on a recurring basis in accordance with the fair value hierarchy are presented in the table below.
Fair value measurement as of December 31, 2013
Level 1
Level 2
Level 3
Total
Assets
Current assets
Held-for-trading
12
15
Available-for-sale
11
32
43
Available-for-sale
14
49
63
Level 1
Level 2
Non-current assets
Total
Assets:
Current assets
13
21
Available-for-sale
Held-for-trading
15
20
Available-for-sale
24
28
52
Non-current assets
There have been no transfers between Level 1 and Level 2 during the period.
Fair value of financial assets available for sale, held-for-trading financial assets at fair value through profit or loss and derivative financial instruments included in Level 2 is measured at the
present value of future estimated cash flows, using inputs such as market interest rates and market quotes of forward exchange rates.
Carrying value
(1 717)
(632)
(1 722)
(605)
(643)
(348)
(639)
(338)
(restated)
(restated)
Financial liabilities
Financial liabilities at amortized cost:
(6)
(6)
(12)
(11)
(12)
(11)
There have been no transfers between Level 1 and Level 2 during the period.
39. Related party transactions
For the purposes of these consolidated financial statements, parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the
other party in making financial or operational decisions. In 2011, 2012 and 2013 the Company entered into transactions with the following related parties: joint ventures and associates, enterprises
directly or indirectly controlled by the Russian Government, key management, pension funds (Note 36).
Related parties may enter into transactions which unrelated parties might not, and transactions between related parties may not be effected on the same terms as transactions between
unrelated parties.
rosneft
177
Disclosure of related party transactions is presented on an aggregate basis for the companies directly or indirectly controlled by the Russian Government, joint ventures and associates, nonstate pension funds. In addition, there may be an additional disclosure of certain significant transactions (balances and turnovers) with certain related parties.
In the course of its ordinary business, the Company enters into transactions with other companies controlled by the Russian Government. In the Russian Federation, electricity and transport
tariffs are regulated by the Federal Tariff Service, an authorized governmental agency of the Russian Federation. Bank loans are recorded based on the market interest rates. Taxes are accrued and
paid in accordance with the applicable tax law. The Company sells crude oil and petroleum products to related parties in the ordinary course of business at the prices close to average market prices.
Gas sales prices in Russian market are regulated by the Federal Tariff Service.
Transactions with companies directly or indirectly controlled by the Russian Government
Revenues and income
2013
2012
102
94
2011
28
58
30
25
2
Finance income
18
164
144
62
2013
2012
2011
13
10
318
187
181
Other expenses
17
Financial expenses
343
216
198
Other operations
2013
2012
2011
(8)
(6)
(9)
15
Loans received
22
100
Loans repaid
(2)
(3)
(1)
Deposits placed
(56)
(10)
(30)
Deposits repaid
10
24
165
(1)
Repurchase of shares
Settlement balances
As of December 31,
2013
2012
135
188
Assets
Cash and cash equivalents
Accounts receivable
15
13
25
15
66
241
223
Liabilities
Accounts payable and accrued liabilities
Loans and borrowings
15
125
100
134
115
2011
2012 (restated)
Finance income
15
2013
2012 (restated)
2011 (restated)
108
18
23
178
rosneft
2013
2012 (restated)
2011 (restated)
2
Other expenses
122
20
27
2013
2012 (restated)
2011
(4)
(2)
(4)
Other operations
As of December 31,
2013
2012 (restated)
Assets
Accounts receivable
10
17
12
Liabilities
Accounts payable and accrued liabilities
Loans and borrowings
18
12
2011 (restated)
2012 (restated)
5
2
Finance income
10
2012 (restated)
2011 (restated)
Other expenses
Other operations
2013
2012
2011
(5)
(1)
(1)
Settlement balances
As of December 31,
2013
2012 (restated)
Assets
Accounts receivable
13
12
14
14
Liabilities
Accounts payable and accrued liabilities
2013
2012
2011
Other expenses
rosneft
179
Other operations
Loans repaid
2013
2012
2011
(1)
Name
Country of
incorporation
Core activity
2013
2012
Preferred
and common
shares, %
Voting
shares, %
Preferred
and common
shares, %
Voting
shares, %
Russia
100,00
100,00
OJSC Samotlorneftegaz
Russia
100,00
100,00
OJSC Tumenneftegaz
Russia
100,00
100,00
OJSC Verkhnechonskneftegaz
Russia
100,00
100,00
CJSC Vankorneft
Russia
93,96
93,96
93,96
93,96
RN-Yuganskneftegaz LLC
Russia
100,00
100,00
100,00
100,00
CJSC RORC
Russia
Petroleum refining
100,00
100,00
Russia
Petroleum refining
100,00
100,00
100,00
100,00
Russia
Petroleum refining
100,00
100,00
100,00
100,00
Russia
Petroleum refining
100,00
100,00
100,00
100,00
Russia
Petroleum refining
100,00
100,00
100,00
100,00
Russia
Petroleum refining
100,00
100,00
100,00
100,00
Russia
Petroleum refining
100,00
100,00
100,00
100,00
Russia
Petroleum refining
85,48
91,13
CJSC PCEC
Russia
100,00
100,00
OJSC TNK-Stolitsa
Russia
100,00
100,00
Switzerland
100,00
100,00
100,00
100,00
Cyprus Republic
100,00
100,00
OJSC RN Holding
Russia
Holding company
100,00
100,00
Neft-Aktiv LLC
Russia
Investing activity
100,00
100,00
100,00
100,00
Luxemburg
Financ services
100,00
100,00
Russia
Banking
84,67
84,67
84,67
84,67
Other
As of December 31, 2013, the ownership percentage was calculated based on the terms of the voluntary public offering of RN Holding shares (Note 37).
41. Contingencies
Russian business environment
Russia continues economic reforms and development of its legal, tax and regulatory frameworks as required by a market economy. The future stability of the Russian economy is largely dependent upon these reforms and developments and the effectiveness of economic, financial and monetary measures undertaken by the government.
Management believes it is taking appropriate measures to support the sustainability of the Companys business in the current circumstances.
Guarantees and indemnities issued
In the second quarter of 2013, the Company provided unconditional unlimited guaranty in favor of the Government and municipal authorities of Norway of potential ongoing ecological liabilities
of RN Nordic Oil AS in respect of its operating activities on the Norwegian continental shelf. A parent company guarantee is required by the Norway Legislation and is an imperative condition for
licensing the operations of RN Nordic Oil AS on the Norwegian continental shelf jointly with Statoil.
Parent Guarantes, Commercial Discovery bonus payment guarantee (under projects with Eni S.p.A. on the shelf of Russian Federation), Parent Agreement (under projects with Statoil S on
the shelf of Russian Federation), Parent Agreement (under projects with ExxonMobil Oil Corporation on the shelf of Russian Federation) entered into in 2012 under Strategic Cooperation Agreement
between Rosneft and Eni S.p.A, Rosneft and Statoil S, Rosneft and ExxonMobil Oil Corporation took effect in 2013. These guarantees are unconditional, unlimited and open-ended, and assuming
that Rosneft will cover all potential ongoing liabilities under the terms of the projects on behalf of its associates. Under these agreements, the partners guarantee to each other the proper and timely
performance of all obligations of its affiliated persons under above mentioned agreements entered into for the purpose of realization of Joint Agreements on the shelf of Russian Federation and
also commercial discovery bonus payment assumed by the terms of Shareholders and Operating Agreements.
In 2013 the Company entered into the Parent Agreements with ExxonMobil Oil Corporation for seven new offshore projects. These guarantees effective the second quarter of 2014 are unlimited,
unconditional and open-ended.
180
rosneft
Legal claims
In 2006, Yukos Capital S.a.r.l. (Yukos Capital), a former subsidiary of Yukos Oil Company, initiated arbitral proceedings against OJSC Yuganskneftegaz, which was subsequently merged into
the Company, OJSC Samaraneftegaz, the Companys subsidiary, and Tomskneft, the Companys joint venture company, in various arbitration courts alleging default under nine RUB-denominated
loans. The International Commercial Arbitration Court (the ICAC) at the Russian Federation Chamber of Commerce and Industry issued four arbitration awards in favor of Yukos Capital against OJSC
Yuganskneftegaz concerning four of the loans in the aggregate amount of approximately RUB 13 billion. Arbitration panel formed pursuant to the International Chamber of Commerce (ICC) rules
issued an award against OJSC Samaraneftegaz in the amount of RUB 3 billion in loan principal and interest plus post award interest of 9% p.a. on the above amount of loan principal and interest
concerning two other loans. On February 12, 2007, the arbitration panel formed pursuant to the ICC rules issued an award against Tomskneft of RUB 4 billion plus interest of 9% per annum, plus
default penalties of 0.1% per day (from December 1, 2005, through the date of the award), plus legal costs.
In 2007, the Company successfully challenged the ICAC awards and the ICAC awards were set aside by the Russian courts, including the Supreme Arbitrazh Court of the Russian Federation.
Yukos Capital, nevertheless, sought to enforce the ICAC awards in the Netherlands. Although the district court in Amsterdam refused to enforce the ICAC awards on the ground that they were properly
set aside by a competent court on April 28, 2009 the Amsterdam Court of Appeal reversed the district courts judgment and allowed Yukos Capital to enforce the ICAC awards in the Netherlands.
On June 25, 2010, the Supreme Court of the Netherlands declared inadmissible the Companys appeal of the decision of the Amsterdam Court of Appeal. Although the Company does not agree
with the decisions of the Dutch courts above, on August 11, 2010 it complied with such decisions and arranged for relevant payments to be made with respect to the claim against the Company.
While the Dutch case was pending, Yukos Capital filed an additional lawsuit against the Company in the High Court of Justice in London, seeking enforcement of the ICAC awards in England
and Wales, as well as interest on those awards.
Following the payments arranged by the Company noted above, Yukos Capital continues to seek statutory interest in the High Court of Justice in London in the amount of approximately RUB
5 billion as of the date of its Particulars of Claim. On June 14, 2011, the High Court issued an interim decision on two preliminary issues it had agreed to consider prior to reaching a decision on the
merits of the claim. Although Yukos Capital prevailed on both issues, the court granted the Company leave to appeal, which it did. On June 27, 2012 the Court of Appeal of England handed down
its judgment whereby the Company prevailed on one of these preliminary issues. No further appeals were requested by any party. Upon return of the case to the High Court of Justice, the court
entered an order on February 27, 2013 providing for the hearing of further preliminary issues concerning whether the court has the power to enforce the annulled ICAC awards at English common
law and whether in principle there is a basis for Yukos Capital to recover post-award interest in the English courts. The High Court of Justice scheduled the hearing of the further preliminary issues
to be conducted on May 13-15, 2014. The Company intends to defend its position vigorously in the remaining proceedings in England.
In 2007, lawsuits were filed in Russian arbitrazh courts in Moscow, Samara and Tomsk to nullify the loan agreements with Yukos Capital. Court Hearings in all three cases were suspended for
some time. However, on February 1, 2012 the Arbitrazh Court of the Samara Region declared invalid the loan agreements between Yukos Capital and OJSC Samaraneftegaz. On July 17, 2012, the 11th
Arbitrazh Appellate Court dismissed Yukos Capitals appeal of that judgment. Yukos Capital filed a cassation appeal against both court decisions with the Federal Arbitrazh Court for Povolzhsky District,
which on February 28, 2013 upheld the lower courts judgments. On July 8, 2013, the Supreme Arbitrazh Court rejected Yukos Capitals supervisory appeal and upheld the lower courts judgments.
On July 11, 2012, the Moscow Arbitrazh Court declared invalid the loan agreements between Yukos Capital and OJSC Yuganskneftegaz. On October 9, 2012, the 9th Arbitrazh Appellate Court
dismissed Yukos Capitals appeal of that judgment. Yukos Capital filed a cassation appeal against these judgments with the Federal Arbitrazh Court of Moscow District, which on March 14, 2013 upheld the judgments of the lower courts. Yukos Capital then applied for supervisory appeal to the Supreme Arbitrazh Court which by its ruling dated July 31, 2013 rejected Yukos Capitals supervisory
appeal and upheld the lower courts judgments.
On July 19, 2012 the Arbitrazh Court of the Tomsk Region declared void the loan agreements between Yukos Capital and Tomskneft. Yukos Capital filed an appeal on the decision. On June
3, 2013 the 7th Arbitrazh Appellate Court dismissed Yukos Capitals appeal of that judgment. On October 8, 2013, the Federal Arbitrazh Court for West-Siberian District rejected Yukos Capitals
cassation appeal and upheld the judgments of the lower courts. On December 30, 2013, Yukos Capital filed a supervisory appeal with the Supreme Arbitrazh Court, the decision of the Supreme
Arbitrazh Court is pending.
On July 2, 2010, Yukos Capital filed a petition with the U.S. District Court for the Southern District of New York (the U.S. S.D.N.Y.) seeking confirmation of the ICC award against OJSC Samaraneftegaz noted above. In August 2010, Yukos Capital also commenced proceedings in the Arbitrazh Court of the Samara Region seeking enforcement of the same award in the Russian Federation.
On February 15, 2011, the Arbitrazh Court of the Samara Region denied Yukos Capitals enforcement application. The time for cassation appeal from the ruling has lapsed without Yukos Capital
having filed such an appeal. On January 20, 2012, OJSC Samaraneftegaz filed a motion for summary judgment on the issue of personal jurisdiction in the U.S. S.D.N.Y.
On July 24, 2012, the U.S. S.D.N.Y. granted summary judgment to Yukos Capital on the issue of personal jurisdiction over OJSC Samaraneftegaz in New York. Yukos Capital and OJSC Samaraneftegaz thereafter filed cross-motions for summary judgment concerning whether the U.S. S.D.N.Y. should enforce the award. On August 6, 2013, the U.S. S.D.N.Y. denied Samaraneftegazs motion
for summary judgment and granted summary judgment for Yukos Capital. The U.S. S.D.N.Y. entered judgment for Yukos Capital in the amount of US$ 186 million (RUB 6 billion at the CBR official
exchange rate at December 31, 2013). Samaraneftegaz has appealed the judgment. Its brief was filed on January 24, 2014. On January 9, 2014, the U.S. S.D.N.Y granted Yukos Capitals request for
a turnover order and injunction to require Samaraneftegaz to use its assets to pay the above judgment or post a bond as well as to refrain from certain actions for so long as it has neither paid nor
posted a bond. Samaraneftegaz intends to appeal the order and will defend its position vigorously in the appeal proceedings as well as against any further actions of Yukos Capital.
In February 2010, Yukos Capital commenced proceedings against Tomskneft in the Arbitrazh Court of the Tomsk Region seeking to enforce in Russia the abovementioned February 2007 ICC
award. On July 7, 2010, the Arbitrazh Court of the Tomsk Region denied Yukos Capitals enforcement application. On October 27, 2010 Yukos Capitals cassation appeal was dismissed.
In July 2010, Yukos Capital brought an action against Tomskneft in the Paris Court of First Instance seeking enforcement of the February 2007 ICC award in France. On July 20, 2010, the court
issued an ex parte order to allow enforcement. On February 22, 2011, Tomskneft timely filed an appeal against this order in the Paris Court of Appeal, which was granted on January 15, 2013, and the
Paris Court of Appeal declared that the award could not be enforced in France. On August 6, 2013 Yukos Capital filed a brief on appeal to the French Court of Cassation seeking review of the Paris
Court of Appeals judgment declining enforcement. Tomskefts brief was filed on December 5, 2013. The decision of the court is pending.
In February 2013, Yukos Capital initiated proceedings against Tomskneft in Ireland and Singapore seeking to enforce the same February 2007 ICC award whose recognition and enforcement
was declined in Russia and France. Tomskneft has made an appearance in Ireland to challenge the courts jurisdiction. The court agreed with Tomskneft that its jurisdictional challenge should be
heard before other issues. The court conducted a hearing on Tomsknefts motion to dismiss the proceedings on November 20-22, 2013 and the decision of the court is pending.
On February 19, 2013, Yukos Capital obtained an ex parte judgment granting its application for leave to enforce the same February 2007 ICC arbitral award in Singapore. Tomskneft filed on
March 26, 2013 a brief responding submission. On July 3, 2013, the court heard Tomsknefts application that the issue of inadequate notice of the arbitral proceedings should be decided first and
before Tomskneft fully presents all other defenses against enforcement. The judge decided to hear all grounds of defense at one time. On January 13, 2014 the judge granted in part Tomsknefts
application for discovery. The hearing schedule in Singapore has not been fixed yet.
Yukos International (UK) B.V. has initiated proceedings in the Amsterdam District Court claiming damages of up to US$ 333 million (RUB 11 billion at the CBR official exchange rate at December
31, 2013), plus statutory interest with effect from February 7, 2011, plus costs, against Rosneft and other co-respondents unrelated to Rosneft relating to alleged injury supposedly caused by the entry
of a freezing order in 2008 that Yukos International (UK) B.V. claims restricted its ability to invest certain funds as it chose. The first court date in this case was June 27, 2012. Rosneft filed its Statement
of Defense on October 3, 2012. That statement asserts various defenses including that the court properly granted the freezing order and that Yukos International (UK) B.V. suffered no damages as
a result of having its funds deposited in an interest bearing account of its choice.
Yukos International (UK) B.V. filed its Statement of Reply on February 20, 2013. Rosneft filed its Statement of Rejoinder on May 15, 2013. A hearing on the merits is scheduled for January 9,
2014. At that hearing Yukos International (UK) B.V. was granted permission to amend its claims against Rosneft. Now Yukos International (UK) B.V. filed claims against Rosneft also based on collective
responsibility; the purpose of these requirements is to pass one of the co-defendants alleged responsibility for Rosneft. Rosneft will respond to these new claims of February 26, 2014.
The Company and its subsidiary participate in arbitral proceedings related to bankruptcy of OJSC Sakhaneftegaz and OJSC Lenaneftegaz for the recovery of certain loans and guarantees of
indemnity in the amount of RUB 1 billion, stated above account receivable was reserved in full.
During 2009-2012, the Federal Antimonopoly Service (FAS Russia) and its regional bodies claimed that the Company and some of its subsidiaries (associates) violated certain antimonopoly
regulations in relation to petroleum products trading and passed respective decisions on administrative liability. As of December 31, 2013, the total amount of administrative fines levied by FAS Russia
and its regional bodies against Rosneft and its subsidiaries is immaterial.
On March 7, 2011, Norex Petroleum Limited (Norex) filed a lawsuit against OJSC Tyumen Oil Company (TNK), a predecessor of OJCS TNK-BP Holding, subsequently renamed to OJSC RN
Holding, and certain other defendants in the amount of US$ 1.5 billion claiming the recovery of damages and compensation of moral damage caused by allegedly illegal takeover of the shares of
LLC Corporation Yugraneft owned by Norex. The lawsuit was accepted by the Supreme Court of New York State (first instance court). On September 17, 2012, the Court dismissed Norexs action
holding that it was time-barred. Norex filed an appeal against this judgment.
On April 25, 2013, the New York Appeal department confirmed that the dismissal of Norexs claim was justified. On May 28, 2013, Norex filed a motion for leave to appeal the decision affirming
the lower courts dismissal of Norexs complaint to the New York Court of Appeals.
On September 12, 2013, New York Court of Appeals accepted Norexs claim. The hearing is expected in the first quarter of 2014, the judgment is expected to be delivered in the second quarter
of 2014.
In 2013, several individuals, non-controlling shareholders of OJSC RN Holding, filed a number of lawsuits against the Company, claiming the right to get an offer from the Company to acquire
the shares of OJSC RN Holding at the price the shares were measured in the course of TNK-BP acquisition by the Company. On October 25, 2013 Moscow Arbitrazh Court dismissed these claims.
These decisions were upheld by the Court of Appeals on January 15 and 20, 2014.
The amount and timing of any outflow related to the above claims cannot be estimated reliably.
Rosneft and its subsidiaries are involved in other litigations which arise from time to time in the course of their business activities. Management believes that the ultimate result of those litigations
will not materially affect the performance or financial position of the Company.
From September 2013, Rosprirodnadzor performed inspections of Rosneft and issued the report upon results of these inspections. As of the date of these consolidated financial statements
administrative procedures have not been completed. The final outcome of the review will be announced after the completion by the inspection bodies of all procedures. The Company does not
expect results of the examinations to have a material impact on the Companys financial position or results of operations.
Taxation
Legislation and regulations regarding taxation in Russia continue to evolve. Various legislative acts and regulations are not always clearly written and their interpretation is subject to the opinions
of the local, regional and national tax authorities. Instances of inconsistent opinions are not unusual.
rosneft
181
The current regime of penalties and interest related to reported and discovered violations of Russias laws, decrees and related regulations is severe. Interest and penalties are levied when an
understatement of a tax liability is discovered. As a result, the amounts of penalties and interest can be significant in relation to the amounts of unreported taxes.
In Russia tax returns remain open and subject to inspection for a period of up to three years. The fact that a year has been reviewed does not close that year, or any tax return applicable to
that year, from further review during the three-year period.
Effective January 1, 2012, the market price defining rules were changed and the list of entities that could be recognized as interdependent entities and list of managed deals were expanded. Due
to the absence of law enforcement precedents based on the new rules and certain contradictions in the provisions of the new law, such rules cannot be considered clear and precise. To eliminate
influence of the significant risks associated with transfer pricing to the consolidated financial statements, the Company developed methods of pricing for all types of controlled transactions, a standard
on preparation of reporting documentation, also the Company systematically researches databases to determine the market price level (ROI) of the controlled transactions.
In July 2013 the Company and Federal Tax Service signed the Pricing agreement in respect of taxation of oil sales transactions in Russia executed by the acquired TNK-BP companies starting
from 2012.
In December 2012, the Company and Federal Tax Agency signed the Pricing Agreement for the purpose of taxation of oil sales transactions at the Russian market. Five Company subsidiaries
also acted as the Parties to the Agreement. The document establishes the principles and methods of pricing in the aforementioned transactions. The Agreement was signed as part of the new order
of fiscal control over the pricing of related party transactions to match the market parameters.
According to additions to part one of the Tax code of the Russian Federation, brought by the Federal law of the Russian Federation from November 16, 2011 No. 321-FZ, the Company created
the Consolidated group of taxpayers which included 22 of subsidiaries of the Company, including Rosneft. Rosneft became a responsible taxpayer of the group.
From January 1, 2014 under the terms of the agreement, the number of members of the consolidated group of taxpayers is increased to 58. The Company management believes that creation
of the consolidated group of taxpayers does not lead to significant changes of tax burden of the Company for the purpose of these consolidated financial statements.
During the reporting period, the tax authorities continued examinations of Rosneft and its certain subsidiaries for 2009-2012 fiscal years. Rosneft and its subsidiaries dispute a number of claims
in pre-trial and trial appeal in federal tax service. The Company management does not expect results of the examinations to have a material impact on the Companys consolidated balance sheet
or results of operations.
As of December 31, 2013, the amount of VAT receivable, that is potentially unrecoverable from the tax authorities is immaterial. The Company currently reimburses the current VAT in full in a
declarative manner.
Management believes that the above tax risks will not have any significant impact on the Companys consolidated balance sheet or results of operations.
Overall, management believes that the Company has paid or accrued all taxes that are applicable. For taxes other than income tax, where uncertainty exists, the Company has accrued tax
liabilities based on managements best estimate of the probable outflow of resources, which will be required to settle these liabilities. Potential liabilities which were identified by management at the
reporting date as those that can be subject to different interpretations of tax laws and regulations are not accrued in the consolidated financial statements.
Capital commitments
The Company and its subsidiaries are engaged in ongoing capital projects for exploration and development of production facilities and modernization of refineries and the distribution network.
The budgets for these projects are generally set on an annual basis.
The total amount contracted but not yet performed deliveries related to the construction and acquisition of property, plant and equipment amounted to RUB 328 billion and RUB 340 billion as
of December 31, 2013 and 2012, respectively.
Environmental issues
The Company periodically evaluates its environmental liabilities pursuant to environmental regulations. Such liabilities are recognized in the consolidated financial statements as identified.
Potential liabilities, which might arise as a result of changes in existing regulations or regulation of civil litigation or changes in environmental standards cannot be reliably estimated but may be
material. With the existing system of control, management believes that there are no material liabilities for environmental damage, other than those recorded in the consolidated financial statements.
Long-term contracts
On May 23, 2013 the Company entered into an agreement to create a joint venture to develop heavy oil reserves in Venezuela in the framework of the Carabobo-2 project with the Venezuelan
Corporacion Venezolana del Petroleo, a subsidiary of PDVSA.
According to the agreement, the Company will pay a bonus of $1.1 billion (RUB 34 billion at the CBR official exchange rate as of the date of transaction) for entering the project in two tranches
(40% and 60%) and provide a loan of $1.5 billion (RUB 47 billion at the CBR official exchange rate as of the date of transaction) to Corporacion Venezolana del Petroleo with the maximum yearly draw
down of $0.3 billion (RUB 9 billion at the CBR official exchange rate as of the date of transaction).
On November 14, 2013, Petrovictoria S.A., an entity for exploration of heavy crude oil in Venezuela in the framework of the Carabobo-2 project, was incorporated.
In June 2013 the Company entered into a crude oil supply agreement with PKN ORLEN S.A. to Czech Republic via Druzhba pipeline. The agreement provides a total amount of not more than
8.3 million tons of crude oil to be supplied at market prices during the period through June 30, 2016. In the third quarter of 2013 the Company started deliveries under the contract.
In June 2013 the Company and CNPC entered into long-term agreements for crude oil supplies to China for a period of 25 years. Price of each delivery will be determined by a formula based
on the quoted market prices during the delivery period. Crude oil supplies under these agreements started in July 2013.
In September 2013 the Company and OJSC Enel OGK-5 entered into an agreement on the long-term gas supplies to Enel OGK-5. As part of the agreement the Company will deliver gas during the
period from 2014 to 2025 to Konakovskaya, Sredneuralskaya and Nevinnomysskaya Power Stations of OGK-5. The agreement provides a total amount of approximately 51.4 billion cubic meters of gas.
In December 2013, Rosneft and American bank Morgan Stanley entered into an agreement to purchase Morgan Stanley unit engaged in trade, storage and transport of crude oil. The provisional
amount of agreement is the market value of the net assets of the acquired company plus purchase costs. Completion is scheduled for the second half of 2014.
42. Events after the reporting period
In January 2014, the Company received prepayments on long-term oil supply contracts from a number of customers (Note 34).
43. Supplementary oil and gas disclosure (unaudited)
IFRS do not require that information on oil and gas reserves be disclosed. While this information was developed with reasonable care and disclosed in good faith, it is emphasized that the data
represents managements best estimates. Accordingly, this information may not necessarily represent the current financial condition of the Company and its future financial results.
Companys activities are conducted primarily in Russia, which is considered as one geographic area.
Presented below are capitalized costs relating to oil and gas production
Presented below are capitalized costs relating to oil and gas production
Consolidated subsidiaries and joint operations:
As of December 31,
2013
2012 (restated)
2011 (restated)
4 926
2 442
2 151
94
50
196
119
115
5 266
2 561
2 266
(941)
(621)
(452)
4 325
1 940
1 814
182
2013
2012 (restated)
2011 (restated)
2 243
128
rosneft
2013
2012 (restated)
24
27
13
Development costs
345
301
260
2 740
334
280
Exploration costs
2011 (restated)
Presented below are the results of operations relating to oil and gas production
For the years ended December 31:
Consolidated subsidiaries and joint operations:
2013
2012 (restated)
2011 (restated)
1 909
1 265
1 149
204
84
70
20
16
27
Exploration expense
17
23
13
329
167
164
Revenue
857
577
430
62
77
65
413
317
375
2012 (restated)
2011 (restated)
mln boe
mln boe
mln boe
17 392
16 995
14 613
970
(437)
1 355
2 196
1 279
775
1 092
51
13 063
Beginning of year
Beginning of year reserves of associated companies as of December 31, 2012
Improved recovery
Purchase of new reserves (Note 7)
(806)
Production
Sale of reserves
(1 530)
(928)
(906)
End of year
30 788
17 392
16 995
of which:
Proved reserves under PSA Sakhalin 1
76
87
95
613
619
643
27
17 570
11 267
10 892
161
118
109
123
86
71
Standardized measure of discounted future net cash flows and changes therein relating to proved oil and gas reserves
The standardized measure of discounted future net cash flows related to the above oil and gas reserves is calculated in accordance with the provisions set by U.S. Securities and Exchange
Commission (SEC). Estimated future cash inflows from oil, condensate and gas production are computed by applying the 12 month average prices (reference prices) calculated as unweighted arithmetic
average of the first-day-of-the-month price for each month within the 12 month period prior to the end of the reporting period, unless prices are defined by contractual arrangements, to year-end
quantities of estimated net proved reserves. Adjustment in this calculation for future price changes is limited to those required by contractual arrangements in existence at the end of each reporting
period. Future development and production costs are those estimated future expenditures necessary to develop and produce estimated proved reserves as of year-end based on current expenses
and costs and forecasts. In certain cases, future values, either higher or lower than current values, were used because of anticipated changes in operating conditions, but no general escalation that
might result from inflation was applied. Estimated future income taxes are calculated by applying appropriate year-end statutory tax rates. These rates reflect allowable deductions and tax credits
and are applied to estimated future net pre-tax cash flows, net of the tax bases of related assets.
rosneft
183
Discounted future net cash flows are calculated using a 10% p.a. discount factor. Discounting requires a year-by-year estimates of future expenditures to be incurred in the periods when the
reserves will be extracted.
The information provided in the table below does not represent managements estimates of the Companys expected future cash flows or of the value of its proved oil and gas reserves. Estimates
of proved reserves change over time as new information becomes available. Moreover, probable and possible reserves which may become proved in the future are excluded from the calculations.
The arbitrary valuation prescribed under provisions set by SEC requires assumptions as to the timing and the amount of future development and production costs. The calculations should not be
relied upon as an indication of the Companys future cash flows or of the value of its oil and gas reserves.
Standardized measure of discounted future net cash flows
Consolidated subsidiaries and joint operations
2013
2012
2011
(restated)
(restated)
19 444
38 531
21 970
(2 995)
(1 169)
(1 018)
(20 796)
(11 314)
(10 255)
(2 250)
(1 553)
(1332)
12 490
7 934
6 839
(7 461)
(4 730)
(4018)
5 029
3 204
2 821
UOM
2013
2012 (restated)
2011 (restated)
RUB bln
25
29
32
2012
2011
(restated)
(restated)
3 204
2 821
2 275
112
Sales and transfers of oil and gas produced, net of production costs and taxes other than income taxes
(828)
(588)
(622)
341
(278)
260
(177)
(118)
73
345
301
260
223
(71)
151
217
144
221
83
30
(142)
228
332
282
2 083
(68)
(16)
24
105
23
(35)
(141)
5 029
3 204
2 821
2011 (restated)
Companys share in costs, inventories and future cash flows of the joint ventures and associates:
UOM
2013
2012 (restated)
Share in capitalized costs relating to oil and gas producing activities (total)
RUB bln
139
81
31
Share in results of operations for oil and gas producing activities (total)
RUB bln
11
26
15
mln boe
1 920
1 634
622
mln boe
1 305
909
399
RUB bln
286
214
166
184
rosneft
Appendix #2
Main Factors
of Risk
Rosneft
185
Type of risk
INDUSTRY RISKS
Prices for crude oil, gas
and petroleum products
Prices for crude oil, gas and petroleum products are the main factor determining financial and, indirectly, operational indicators of Rosnefts business. Prices for
Company outputs depend mainly on world market conditions, and the balance of supply and demand in various Russian regions. Ability of the Company to control
prices for its outputs is very limited.
Fall in prices for crude oil, gas or petroleum products has negative impact on the business results and financial position of Rosneft.
Decline of prices may lead to reduction in volumes of crude oil and gas, which the Company can produce profitably, and this may in turn lead to reduction in
the volume of reserves, which can be efficiently developed, and to lower economic efficiency of prospecting and exploration programs.
Rosneft has sufficient opportunities for reallocating goods flows in case of significant price difference between domestic and international markets. The
Company is also able to reduce capital and operating expenses quickly in order to meet its commitments in case of a sharp decline in prices for crude oil, gas and
petroleum products.
Dependence on
monopolistic providers
of services for the
transportation of crude
oil, gas and petroleum
products and on their
tariffs
Rosneft depends on monopolistic providers for transportation of oil and oil products, and has no control over the infrastructure which they use and the charges
which they levy.
OJSC Transneft, which is a state-owned natural monopoly, transports crude oil and petroleum products through the system of trunk pipelines. Rosneft has
not incurred any serious losses due to breakdown or leakages from the pipeline system throughout the period of cooperation. However, any serious disruption in
operation of the Transneft pipeline system or restriction on access to its capacities could prevent transportation of crude oil and petroleum products, with adverse
effect on Rosnefts operating results and financial position.
Rosneft, as well as other Russian oil producing companies, has to pay for transportation services provided by Transneft. The level of tariffs charged by Transneft
for its transport services is regulated by the Federal Tariff Service. Failure to pay for transportation services may result in cancellation or suspension of Rosnefts
access to the pipeline system with adverse effect on operating results and financial position of the Company. Transneft periodically raises the level of tariffs for use
of its pipeline system, increasing Rosnefts expenses, and this has adverse effect on business results and financial position of the Company.
Similar risks attach to use of the pipeline system of OJSC Gazprom.
The Company also depends on transportation of crude oil and petroleum products by railway.
OJSC Russian Railways (RZhD) is a state-owned natural monopoly providing transportation services by railway. RZhD tariffs are subject to antimonopoly control,
they have been on a traditional rising trend. Further tariff increases lead to increase
of expenses for crude oil and petroleum product transportation, and may have adverse effect on the Companys business results and financial position.
Geographical and
climate conditions
Rosneft operates in regions that have stable climates and are not generally subject to natural hazards and disasters. However, abnormally low temperatures
during the winter in a number of northern regions may complicate operations of the Companys oil production enterprises.
It is possible that such occurrences as the recent flood, which affected many Russias Far East regions, would repeat in future. Rosneft is one of the natural
monopolists at the Russias Far East and its activities in flooded regions were aimed at creating the most favorable conditions for affected citizens and businesses
for economic revival. This work was designed along two major lines: first of all protection of employees, security arrangement and protection of businesses infrastructure from flood threat, and second reliable, uninterrupted fuel supply to all consumers of the affected area. Komsomolsk Refinery major Rosnefts enterprise
at the Russias Far East worked steadily and normally throughout the disaster.
Hold-ups in functioning of export terminals may be caused by climate conditions in the areas of their locations.
Rosneft dispatches a part of its crude oil export via Company-owned sea port terminals and terminals controlled by Transneft. Petroleum products are exported
via Company-owned sea port terminals in Tuapse (Krasnodar Territory) and Nakhodka (Primorsky Territory).
Exports via Black Sea terminals to Mediterranean ports may be restricted by throughput capacity of the Bosphorus Strait and by weather conditions (storm
winds) in the Black Sea during the autumn. Also, severe ice conditions may lead to closure of export terminals on the Baltic Sea and at De-Kastri (Khabarovsk Territory) during the winter.
Any extended hold-ups in functioning of export terminals may have adverse effect on the Companys operating results and financial position.
Ability to reallocate goods flows enables Rosneft to minimize a part of its logistics risks.
Rosneft is exposed to several risks in connection with sale of the gas it produces. The Unified Gas Supply System (UGSS) is owned and operated by OJSC
Gazprom and transports practically all gas in Russia. Under existing regulations, Gazprom should provide access to UGSS for all internal independent suppliers on
an equal basis, since Gazprom itself does not fully use capacity of the system. However, these equal access regulations may not operate. Moreover, by virtue of its
priority right to use of UGSS capacities,
OJSC Gazprom has substantial freedom in assigning third-party access to the system.
Prices for gas sold by the company in Russia are regulated by the RF Government. Regulated prices are reflected in the price for gas, which Rosneft sells to
OJSC Gazprom or its subsidiaries. If rates of increase of regulated gas prices are lower than expected, this may
have adverse effect on business results and the financial position of the Company.
Further growth in gas output as well as increasing gas sales to independent regional traders and independent industrial
consumers will depend on sufficient access to UGSS capacities, which are not guaranteed at present.
The Company minimizes these risks by reaching agreements with Gazprom and by using conservative forecasts for gas price growth when taking decisions
on implementation of gas projects.
Factual amounts of
reserves
Crude oil and gas reserve data are only estimates and are inherently uncertain. The actual size of reserves may differ materially from these estimates.
Data on oil & gas reserves in the present report are estimative and are based mainly on the results of internal analytical work by the company DeGolyer&MacNaughton, which is an independent consultant to Rosneft on petroleum engineering issues.
Petroleum engineering is a subjective process of estimating underground accumulations of crude oil and gas that cannot be measured in an exact manner.
Estimates of the value and amount of economically recoverable crude oil and gas reserves, rates of production, net present value of future cash flows and the timing
of development expenditures necessarily depend upon several variables and assumptions.
Many of the assumptions, which have been used in reserve estimation, do not depend on the Company and may turn out to be inaccurate over time. Estimate
of reserves and use of alternative systems of reserve calculation in accordance with the Russian system of reserve classification are inevitably subject to many
uncertainties. Accurate estimation of any reserves and resources depends on the quality of available information and interpretation of petroleum engineering and
geological data. Exploration drilling, interpretation of data, testing and production, which are carried out after the estimates are made, could require significant upward
or downward adjustment of data on Rosnefts reserves and resources. Moreover, different reserve assessment specialists may give differing estimates of reserves
and of potential income from those reserves on the basis of the same data. Factual amounts of production, revenues and expenses associated with reserves and
resources, will differ from estimative figures, and these differences may be substantial.
There are also various uncertainties associated with the Russian system of reserve classification, which takes only geological factors into consideration and
does not consider financial viability of extracting reserves.
Exploration drilling is also associated with numerous risks, including the risk that oil & gas companies will not discover oil & gas reserves that are commercially
productive.
Rosneft carries out exploration work in various geographical regions, including territories with unfavorable climatic conditions and high levels of expenses.
Expenses for drilling, construction and operation of wells are often partially undefined. As a result, Rosneft may incur additional costs or be constrained to downsize,
suspend or cease drilling work due to a variety of factors, including: unforeseen geological conditions, encountered during drilling work; anomalous levels of formation
pressure (either high or low), heterogeneity in geological formations, equipment breakdowns and accidents, unfavorable weather, the need to observe environmental
law and prescriptions by Government agencies, and shortages or late delivery of drilling rigs and equipment.
If Rosneft is unable to carry out efficient exploration work or acquire assets, which contain confirmed reserves, the amount of its confirmed reserves will diminish
proportionally to production as those reserves are exhausted. Future production by the Company depends to a significant extent on successful discovery, acquisition
and development of oil & gas fields. If efforts by Rosneft do not prove successful, this will lead to reduction in the total amount of the Companys confirmed reserves
and lowering of production volumes, which will have adverse effect on business results and the financial position of the Company.
Rosneft is a world leader by amounts of oil reserves and has an enormous resource base, which minimizes risks associated with decline of oil production due
to future revision of reserve amounts.
Competition risks
186
The oil & gas industry is intensely competitive. Rosneft competes mainly with other leading Russian oil & gas companies in the following areas of business:
purchase of exploration and production licenses at auctions and sales held by Russian Government agencies;
acquisition of other Russian companies, that may already own mineral licenses or existing assets associated with hydrocarbon production;
engaging the services of leading independent service companies, whose capacity to render the required services may be limited;
ROSneft
Type of risk
Rosneft is among industry leaders in Russia and globally, which substantially improves its competitive positions. The Company has a substantial portfolio of new
projects to maintain and strengthen its competitive positions in the future.
Rosneft may encounter risks arising from intensification of competition in sale of its production on domestic and external markets. The following steps are being
taken to minimize risks in sale of petroleum products on the domestic market in a context of intense competition:
capacity loading of Company refineries is planned with due regard to market forecasts in order to avoid inventory build-up of certain petroleum products;
the Company uses the Russia-wide structure of its oil refining and oil product wholesaling business and system of counterparties to best advantage in order
to quickly reallocate regional goods flows on the domestic market and to ensure rapid adjustment of volumes between the domestic market and export;
upgrading work, which is being carried out at refineries, will increase refining depth, helping to meet growing demand for high-octane gasolines and petroleum products with low sulphur content;
the Company is working continuously to develop its own network of filling stations and refueling complexes meeting the latest European standards, since
retail is the most stable segment for petroleum product sales on the domestic market, being less subject to sudden price fluctuations and falls in demand in
comparison with other segments. A system of payment for fuel sales at filling stations using electronic cards is widely used in order to attract more customers
(particularly corporate customers) and Rosneft stations can also serve cards of other providers.
Geographical diversity, which enables reallocation of crude oil and petroleum product deliveries from one region to another, is one of the most effective means
of managing competition risk on export markets. For example, opening of an export route via Arkhangelsk and Murmansk and arrangements for crude oil deliveries
by railway to China has created an opportunity for adjusting export flows by opening markets in the Far East, South-East Asia and the USA. This has been done by
reducing traditional export flows through Black and Baltic Sea ports and Transnefts Druzhba pipeline, all of which are oriented to Europe.
COUNTRY AND REGIONAL RISKS
Country and region
Rosneft has operations in all Federal Districts of the Russian Federation. Development prospects for the Federal Districts are discussed in the Program for
Medium-term Socio-Economic Development of the Russian Federation. Risks of military conflicts, public disturbance, strikes and declaration of a state of emergency
in regions of Company operations are negligible.
The Company notes possible influence of risks related to international political environment on its activities.
The Company is also exposed to risks related to its international operations. These are countries with developing markets and are more prone to political,
economic, social and legal risks than countries with more developed markets. Overall, the risks related to carrying out business activities in these countries are comparable or higher than those related to business operations in Russia, including due to possible changes in international political environment. In order to minimize
its economic and financial risks Rosneft strives to diversify its types of business and the regions where it carries out investment projects, expanding the geography
of its business and the nature of its various projects.
In case of the occurrence of risks, associated with the political, economic and social situation in Russia as a whole or in specific regions, and risks associated
with fluctuations in the global economy, the Company will take whatever measures are possible to limit their negative impact. The parameters of such measures will
depend on the specifics of the situation, in each particular case.
The Company plans to carry out the following measures of a general nature to maintain its business in case of negative
impact due to country or regional changes:
to take whatever measures are possible to support projects, which are already being developed with the Companys support;
to work closely with executive bodies of the Government of the Russian Federation, administrative regions of the Russian Federation and municipal government bodies;
to optimize and limit expenses.
Changes in the country and its regions, the nature and frequency of such changes and related risks are hardly predictable, as well as their influence on future activities of the Company. In case of such changes that may negatively affect its activities, the Company would make every possible effort to minimize their negative impact.
FINANCIAL RISKS
Curency
Most of Rosnefts gross revenue is generated from export of crude oil and petroleum products. Consequently, fluctuations in exchange rates of currencies
against the ruble have impact on the Companys business results, subjecting the Company to currency risk.
The Companys currency risk is substantially reduced by the existence of expenses that are denominated in foreign currency. Rosneft is a large borrower in the
international debt capital markets, and the bulk of its loans are denominated in US dollars. Current liabilities for servicing these loans are also denominated in dollars.
This currency structure of revenues and liabilities acts as an in-built hedging mechanism, where factors compensate one another by acting in opposite directions
and minimize the impact of currency risk on the Companys business results.
Changes in interest
rates
As a major borrower, Rosneft is exposed to risks associated with changes in interest rates. The Companys primary source of debt financing is international
debt capital markets. The majority of its debt portfolio is represented by US dollar-denominated loans that bear interest at rates determined with reference to LIBOR
and EURIBOR interbank loan rates. Accordingly, an increase in LIBOR/EURIBOR rates can lead to higher costs of debt servicing, which, in turn, may adversely affect
the Companys solvency and liquidity.
To manage liquidity risks the Company primarily uses internal instruments and reserves for financial risks management, allowing the Company to guarantee
discharge of its obligations.
The Company has credit ratings of investment levels by leading international rating agencies: Moodys (1), Fitch (BBB-) and S&P (BB).
Inflation
Change in the consumer price index has some impact on the Companys financial position. However, existing and forecast levels of inflation are far from critical
for the Company and the oil & gas industry as a whole. The Company is not taking any special measures to reduce this risk, viewing it as insignificant.
LEGAL RISKS
Regulatory authorities
inspections
Rosneft was included into the plan of scheduled inspections of legal entities and individual entrepreneurs for 2013 by the Central Body of the Federal Service
for Supervision of Natural Resources (Rosprirodnadzor) in accordance with Order by Rosprirodnadzor No. 581 dated 31.10.2012. The routine field inspection was
carried out from September 23 till December 16, 2013 based upon Order No. 564 dated 09.09.2013 as revised by Orders of Rosprirodnadzor No. 618 dated 08.10.2013
and No. 642 dated 23.10.2013.
The inspection checked compliance with legislation on geological survey, sustainable use and management of mineral resources, as well as with regulatory
requirements in the area of mineral resources and environment protection.
An act was drawn following the results of the inspection (16.12.2013).
As of 31.03.2014 administrative procedures following the results of the inspection were partially completed, including completion of administrative procedures
in the state geological supervision area. The inspection did not reveal grounds for early termination, suspension or limitation of exploration rights of the Company.
Directive were issued with regard to Rosneft to apply administrative sanctions in the form of fines. The total amount of fines would not materially affect operating
results or financial standing of the Company.
Administrative procedures in the state environmental control area have not yet been completed.
Changes to currency
regulation
Rosneft is heavily involved in foreign economic relations. Part of the Companys assets and liabilities are denominated in foreign currency. So the Government
mechanism of currency regulation has impact on Company business.
Overall, Russian legislation governing currency regulation and currency control did not undergo substantial changes having impact on the business of Rosneft
during the reporting period.
Rosneft constantly monitors changes in currency legislation and strictly adheres to the provisions of legislation in the sphere of foreign currency.
Changes to tax
legislation
Rosneft
The most substantial changes to tax legislation in the reporting period are:
amendment of procedure for pretrial tax settlements, i.e. a taxpayer is obliged at a pre-trial stage to contest all non-regulatory acts of tax bodies, their actions
(failure to act); a term for preparing an appeal petition to the higher tax authority is extended; process of reviewing an appeal in a higher tax authority is
described in more detail; commencement date of a time limit for a taxpayer for having recourse to the court is clarified, etc.;
187
Type of risk
Rosneft is involved in foreign economic relations, and is therefore subject to several risks that arise from changes to legislation governing foreign economic
relations, and to customs legislation governing procedures for transportation of goods across the customs border, the establishment and application of customs
regimes, and the setting, introduction and levying of customs charges.
Customs regulation is carried out in accordance with international agreements of the Russian Federation in the area of customs issues, with the provisions of the
Customs Code of the Customs Union, the Federal Law on Customs Regulation, the decision of the Eurasian Economic Commission, the Federal Law on the Customs
Tariff and other federal laws and legal acts adopted in accordance with such laws in the sphere of Government regulation of foreign trade.
In accordance with Federal Law 239-FZ dated 03.12.2012 on Amendments to the Russian Federation Law on Customs Tariff the procedure for the setting of
export duties on crude oil and certain categories of goods obtained from crude oil was changed on 01.04.2013.
Under the new procedure the Government defines a formula for the calculation of export duties, taking account of the average price of Urals crude, and an
authorized Government body calculates the duty rates, and the rates are recalculated each month and made known to participants in international trade operations
through official sources. Executive Order of the Government of the Russian Federation No. 155 dated 26.02.2013 the Ministry of Economic Development and Trade
has been appointed as such authorized body.
The law, with regards to export customs duties, sets maximum levels of the calculated export duty rates depending on prices for crude oil on international
markets. Special formulas are established by the Russian Government for calculating export duty rates on high-viscosity crude oil and crude oil with particular
physical and chemical features.
No special discounted rates for crude oil of Vankor and VCNG fields were established in the reporting period.
Monitoring of customs legislation during the reporting period did not reveal material developments or amendments influencing Rosnefts activities, so that
likelihood of risks arising in connection with amendments to customs legislation is insignificant.
Rosneft has significant shares of wholesale markets in the Russian Federation for motor gasoline, diesel fuel, jet fuel and fuel oil, so Company business in this
sphere is subject to additional requirements designed to protect competition, entailing risks associated with changes to antimonopoly legislation. Antimonopoly
regulation is carried out in accordance with Russian federal laws and legal acts associated with these laws.
Joint Order of the FAS of Russia and the Ministry of Energy of the Russian Federation on Approval of Minimum Quantities of Petroleum Products to be Sold at
Exchange and Requirements to Exchange Trading for Deals with Petroleum Products by Entities with Dominant Positions on the Relevant Goods Markets (Order)
came into force on 16.07.2013. Since enforcement of the Order the Company, to create intrinsic exchange indicators, which will be recognized as market regulators
by the regulator, shall monthly sell through the exchange no less than determined minimal volumes of petroleum products established by the Order, and at the same
time comply with other requirements to exchange trading established by the Order. The Company complies with these demands.
Besides, certain constrains to the Companys activity were imposed by Improvement Notice of the FAS of Russia dated 29.12.2012, issued following coordination
of acquisition of TNK- Limited and its subsidiary TNK Industrial Holdings Limited. These constrains primarily refer to the requirement to agree with the FAS of Russia
the Procedure for selling and pricing petroleum products on the domestic market, as well as requirements to sell some of the filling stations in several regions, where
the Companys dominant position would be enhanced due to - integration.
Rosneft constantly monitors both amendments to existing legislation and law drafts, which are in preparation, assessing the nature of any amendments and
taking them into account in its business in order to minimize risks arising from changes in antimonopoly requirements. The Company takes all necessary measures
in its business while selling petroleum products on the domestic market to minimize the risks indicated above, constantly monitoring market price levels and making
full use of market instruments when carrying out sales of petroleum products, and also implementing other recommendations of antimonopoly bodies which are
intended to ensure that petroleum product pricing is economically justified.
Legal regulation
ofsub-soil use
Onshore and continental shelf sub-soil use legislation is a key component of legal regulation of Rosnefts core business activities, wherefore the Company
monitors amendments to current industry-specific legislation and takes account of them in its business.
During the reporting period regulatory control of onshore sub-soil usage was amended as follows:
a new procedure for organizing and conducting competitions and auctions for usage rights at sub-soil areas of federal status gas been determined. Specifically,
it has been established that tendering for usage rights at areas with federal status must be carried out through an auction process only (amendments to Law
of the Russian Federation No. 2395-I dated 21.02.1992 Sub-soil Law).
These amendments have essentially legalized established practices of an auction form for granting the use of sub-soil areas of federal status, as competitions
organized by government bodies for hydrocarbon fields have very rarely been held using a tendering format.
economics pertaining to legal arrangements of sub-soil use have been worked out in detail, in particular, an amount of one-time payment for the use of
sub-soil resources payable by a sub-soil user, that had gained the right to use a sub-soil area outside of a competition or an auction has been specified (RF
Government Decree No. 646 dated 30.07.2013); the procedure and formula for calculation of the extent of damage caused to sub-soil resources due to breach
of industry legislation has been determined (RF Government Decree No. 564 dated 04.07.2013).
Within the frameworks of Russian continental shelf sub-soil use legislation:
notions of artificial islands, installations, structures have been determined;
subjects that have the right to construct artificial islands, installations and structures have been formalized;
requirements to a prevention of emergency situations (ES) plan, envisaging actions aimed at prevention of and response to oil and petroleum products
spills in marine environment have been specified.
These amendments are aimed at enhancement of legal regulation of activities in the Russian continental shelf, further progress in the industry-specific legislations
is expected through development of bylaws, providing specifics of the relevant norms.
Legislation regarding
land use and urban
construction
188
Adherence to legislation regarding land use and urban construction if one of Rosnefts priorities, as land is a key object in Companys activities.
In 2013 there were no amendments to the land or urban construction legislation that have or might have material influence on the Companys activities.
However some amendments of the industry-specific legislation of technical nature will be taken into account by the Company in its current activities in
relevant spheres, such as:
obtaining approvals for facilities commissioning.
In accordance with RF Government Decree dated 01.03.2013, the documents submitted under part 4, Art. 55 of the Urban Construction Code of the Russian
Federation in order to get an approval for commissioning a capital facility, shall include technical design prepared in electronic form.
registering agreements and other deals.
ROSneft
Type of risk
A large number of facilities used by Rosneft in its business fall within hazardous category. In order to eliminate risks of industrial nature in Companys activities,
as well as minimize environmental impact, Rosneft adheres to provisions of legislation related to control of operation of hazardous production facilities.
During the reporting period as a part of setting up an effective system of hazardous production facilities management:
classification of hazardous production facilities (HPF), with consideration of the degree of risk of accidents and scale of potential impact, was introduced.
Hazard class shall be assigned to a HPF in the process of its registration in the State Register of HPFs;
binding justification of HPFs safety was introduced, regulatory declaration of industrial safety is limited to HPFs of hazard class I and II.
with regard to HPFs of hazard class I, a constant state monitoring mode was established, envisaging a possibility for permanent presence of representatives
of the state oversight authorities at the high-risk facilities and conducting controlling actions on safety conditions monitoring and compliance with safety
program activities.
Scheduled inspections of organizations and individual entrepreneurs operating HPFs of hazard class I and II shall be conducted not more frequently than once
a year, and of hazard class III - not more frequently than once every three years. Scheduled inspections of HPFs of hazard class IV are not envisaged.
temporary practice for maintaining the State Register of HPFs, as it is necessary to carry out re-registration of HPFs and assign relevant hazard class before
January 1, 2014.
In elaboration of measures aimed at establishing an efficient system of hazardous production facilities management, a new procedure for licensing explosive,
flammable and chemically hazardous production facilities was established.
A license is required to use facilities of hazard class I, II and III; facilities of hazard class IV do not need licensing. A specific list of works requiring permit was
provided. Licensing requirements were amended.
It should be noted that licenses for use of explosive and flammable production facilities and licenses for use of chemically hazardous production facilities, issued
before 01.07.2013, in accordance with p. 5 Art. 10 of Federal Law No.22-FZ dated 04.03.2013, are valid after enforcement of this Federal Law and give the licensee the
right to use explosive, flammable and chemically hazardous production facilities of hazard class I, II and III according to the list of works specified in these licenses.
In the light of the above, the Company or its Group Companies do not need reissuing of earlier licenses, and the risks related to lack of licenses to use explosive,
flammable and chemically hazardous production facilities of hazard class I, II and III are minimal.
Rosneft has previously participated or is currently participating in the following court cases, which may have substantial
impact on the Companys financial results:
1) In 2006 the International Commercial Arbitrage Court of the Russian Chamber of Commerce upheld claims by Yukos Capital S.a.r.l. for recovery of debt from
OJSC Yuganskneftegaz (the legal predecessor of Rosneft Oil Company) under four loan agreements: RUB 11,233.0 mln loan principal, RUB 1,702.9 mln accrued interest and USD 0.9 mln arbitrage fees and court costs (Arbitrage Verdicts). Yukos Capital S.a.r.l. made an application to the Court of Amsterdam (Netherlands) for the
Arbitrage Verdicts to be upheld and implemented in the Netherlands. In May 2007 Rosneft successfully contested the Arbitrage Verdicts in the Moscow Arbitrage
Court based on procedural violations in the earlier court case. This decision was upheld by appeal and supervisory courts in the Russian Federation. On 28.02.2008
the Amsterdam Court refused to uphold the Arbitrage Verdicts and order their execution in the Netherlands. On 28.04.2009 the Amsterdam Appeal Court overturned
the ruling of the Amsterdam Court and ordered that the Arbitrage Verdicts should be executed in the Netherlands. The Supreme Court of the Netherlands ruled on
25.06.2010 that an appeal by the Company against the ruling of the Amsterdam Appeal Court of 28.04.2009 should not be heard.
In addition to the legal case in the Netherlands, Yukos Capital S.a.r.l. made a further claim in 2009 and at the beginning of 2010 for the Arbitrage Verdicts to be
upheld and implemented in the USA, in England and Wales, Ireland, and Jersey, and also for awarding interest on the amounts referred to in the Arbitrage Verdicts.
In accordance with a court order by the English court on 06.04.2010, the Company agreed to provide security agreed by the parties for purposes of the courts cases
in England and the Netherlands, and the court cases in the USA, Ireland, and Jersey were terminated.
As stated above, on 28.06.2010 the Supreme Court of the Netherlands ruled that the appeal by the Company against the verdict of the Amsterdam Appeal
Court dated April 28, 2010 should not be heard. Although Rosneft disagrees with the rulings of the aforementioned Dutch courts, on 11.08.2010 it made a payment
equivalent to the amounts indicated in the Arbitrage Verdicts.
Apart from the above-mentioned payments, Yukos Capital S.a.r.l. is maintaining its application to the High Court of Justice in London for payment of interest,
calculated by reference to legal statutes, amounting to USD 160 mln at the time when the application was made. On 14.06.2011 the London High Court delivered a
provisional verdict on two preliminary matters, which it had agreed to consider before delivering a verdict on the substance of the claim. Although the Court found
in favour of Yukos Capital S.a.r.l. in both instances, it allowed Rosneft to appeal against the decisions. On July 27, 2012 the English Appeal Court delivered a verdict
in favour of Rosneft on one of the two preliminary matters. Neither of the sides sought any further appeal. After the case was returned to the High Court, the Court
delivered a procedural verdict on 27.02.2013 calling for hearings on further preliminary matters of the competence of the Court to enact cancelled verdicts of the
International Commercial Arbitrage Court in accordance with the standards of English common law and to decide whether Yukos Capital S.a.r.l. in principle has the
right to seek payment of interest on sums awarded by the International Commercial Arbitrage Court in English courts. The High Court has set dates for hearings on the
further preliminary matters from 13 till 15 May, 2014. The Company intends to make every effort to defend its position in the remaining court proceedings in England.
2) In 2007 CJSC Vesta Investment Company, which is a shareholder of Rosneft, brought a claim in the Moscow Arbitrage Court for four loan agreements between the company Yukos Capital S.a.r.l. as lender and OJSC Yuganskneftegaz as borrower to be declared void (fictitious). Total amount of the borrowing under the
terms of the disputed agreements is RUB 11.2 bln. Rosneft, as the legal successor of OJSC Yuganskneftegaz, is participating in the proceedings as co-defendant. On
11.07.2012 the Moscow Arbitrage Court ruled the loans to be invalid. On 15.10.2012 the Ninth
Arbitrage Appeal Court ruled that the verdict of the first-level court should be left unchanged. The ruling of the Moscow District Federal Arbitrage Court dated
14.03.13 the abovementioned court acts are left unchanged. On 31.07.13 the Supreme Arbitrage Court of the RF dismissed a request by Yukos Capital S.a.r.l. for review
of the above decisions by way of judicial supervision.
3) In 2007 the company Glendale Group Ltd. presented a claim against Rosneft to the Court in Amsterdam (the Netherlands) for RUB 3.53 bln of debt principal,
interest on promissory notes (18% annualized), interest and late payment charges, justifying the application by the existence of a RUB 3.53 bln debt on eight promissory notes issued by OJSC Yuganskneftegaz in 2003. Rosneft contests legality of the declared claims on various grounds. On 29.05.13 the Amsterdam District Court
delivered the verdict dismissing the claim of Glendale Group Ltd. in respect of 2 out of 8 promissory notes, being subject of the dispute, and supported requirements
of Glendale Group Ltd. regarding remaining 6 promissory notes, ordering Rosneft to pay Glendale Group Ltd. an amount of RUB 3.53 bln plus interest and late payment
charges. The court allowed Rosneft to transfer the adjudicated debt on an escrow account while awaiting a decision on the appeal.
On 27.08.13 Rosneft filed a notice on appeal for court decision of 29.05.13. Full justification of the appeal was filed by Rosneft on 25.03.14. Determination of
hearings procedure in the appeal court is forthcoming.
4) The company Yukos International UK BV has initiated court proceedings against Rosneft and other co-defendants not affiliated with Rosneft in the Amsterdam
District Court, demanding the compensation of losses amounting to USD 333 mln as well as interest accrued as established by law since February 7, 2011, together
with costs. In these proceedings Yukos International UK BV is claiming damages, which were allegedly caused by delivery by the Amsterdam Court in 2007 of an
order for the arrest of a bank account, which, as Yukos International UK BV claims, limited its ability to invest certain amounts at its discretion. The first court hearings
on this matter were held on June 27, 2012. On October 3, 2012 Rosneft filed an objection to the claim. Yukos International UK BV submitted an application in response
to the objection on February 20, 2013. Hearings took place on 09.01.2014 and in the process of the hearings Yukos International UK BV was allowed to amend its
claims. As a result Yukos International UK BV presented claims to Rosneft on the grounds of collective responsibility as well, and the aim of such amendment is
to impose responsibility of one of the defendants to Rosneft. The Company has presented reply to modified claims on 26.02.2014. Court decision is forthcoming.
5) Individuals - shareholders of RN Holding filed claims against Rosneft, the third party is RN Holding, to oblige Rosneft to send to shareholders of RN Holding owners of other shares of respective categories (types) and owners of issuance securities convertible into such shares - a public offer for acquisition of such
securities from them according to the procedure established by the Russian legislation. On 25.10.2013 the Moscow Arbitrage Court dismissed these actions and
these decisions were upheld by an appeal court.
Rosneft is also involved in a number of other courts cases, which arise in the course of its ordinary business and do not entail substantial financial risk for the
Company.
Rosneft regularly monitors verdicts delivered by higher courts and assesses trends in the interpretation of laws at the level of regional arbitrage courts, making
full use of its monitoring data both for the purposes of defending its rights and lawful interests in court and for regulation of issues that arise in the course of Company
business. Risks associated with changes in court practice are therefore believed to be insignificant.
Rosneft
189
appendix #3
Information on the
Observance of the Code
ofCorporate Conduct
Prepared in accordance with the Methodological Guidance on the
content and form of information on the observance of the Code
of Corporate Conduct in annual reports by joint-stock companies,
approved by Directive No. 03-849/ of the Federal Securities
Commission of Russia, dated 30 April, 2003.
190
ROSNEFT
Observed
or not observed
Notes
Shareholders shall be notified of a general meeting of shareholders at least 30 days before the meeting date, irrespective of the
items on its agenda, unless a longer period is stipulated by law.
Observed
2.
Observed
Pursuant to clause 4 of Article 51 of the Federal Law on Joint-Stock Companies, the list of persons
entitled to participate in a general meeting of shareholders shall be provided by the company as
requested by persons included in the list and having at least 1 per cent of votes.
sub-clause 5.8.1 of clause 5.8 Rights of Shareholders of Article 5 Charter Capital. Shares.
Rights of Shareholders of Rosnefts Charter;
clause 4.3. Familiarization with the List of Persons Entitled to Participate in a General Meeting of
Shareholders of Article 4 Preparation for a General Meeting of Shareholders of the Regulation
on the General Meeting of Shareholders.
3.
Observed
clause 9.5 Information (Materials) for a General Meeting of Shareholders of Article 9 General
Meeting of Shareholders of Rosnefts Charter;
clause 4.6. Information (Materials) to Be Provided to Persons Entitled to Participate in a General
Meeting of Shareholders of Article 4 Preparation for a General Meeting of Shareholders of
the Regulation on the General Meeting of Shareholders;
clause 3 of Article 6 Posting of Information on the Internet of Rosnefts Regulation on Information Policy.
4.
Observed
sub-clause 2.2.1 of clause 2.2. Review of Shareholders Proposals and Requests of Article 2
Proposals and Requests of Rosnefts Regulation on the General Meeting of Shareholders;
clause 5 of Article13 Convocation of and Preparation for a General Meeting of Shareholders
of Chapter 3 The General Meeting of Shareholders of Rosnefts Code of Corporate Conduct.
5.
Observed
6.
Observed
Practised. Pursuant to clause 5.5. Persons Attending a General Meeting of Shareholders of Article
5 Holding a General Meeting of Shareholders in the Form of Joint Presence (in presentio) of
Rosnefts Regulation on the General Meeting of Shareholders, candidates included in the ballots for
election to the Companys bodies may attend the General Meeting of Shareholders.
The candidates are to be notified of the General Meeting of Shareholders.
7.
Observed
clause 5.6. Registration of Participants in a General Meeting of Shareholders Held in the Form of
Joint Presence (in presentio) of Article 5 Holding a General Meeting of Shareholders in the Form
of Joint Presence (in presentio) of Rosnefts Regulation on the General Meeting of Shareholders;
clause 1 of Article 14 Holding a General Meeting of Shareholders of Chapter 3 The General
Meeting of Shareholders of Rosnefts Code of Corporate Conduct.
Board of Directors
8.
Observed
Clause 10.1.2 (3) Board of Directors Terms of Reference of Article 10 The Board of Directors of
Rosnefts Charter.
9.
Observed
A resolution of Rosnefts Board of Directors (Minutes No. 16, dated 7 May 2013) approved the Company Policy on the System of Internal Control and Risk Management (No. P4-01 P-01, revision 1.00).
10.
Observed
Pursuant to sub-clause 10.1.3. of clause 10.1 Board of Directors Terms of Reference of Article 10
The Board of Directors of Rosnefts Charter, decisions on the appointment and early termination of
the powers of the Companys President fall within the terms of reference of the Board of Directors.
ROSNEFT
Appendix 3: Information on the Observance of the Code of Corporate Conduct|Annual Report 2013
191
Observed
or not observed
Notes
11.
Observed
12.
Observed
Sub-clause 10.1.3 (3) of clause 10.1 Board of Directors Terms of Reference of Article 10 The Board
of Directors of Rosnefts Charter:
The Board of Directors approves the terms and conditions of contracts with the Companys President
and members of the Management Board and approves changes and amendments to said contracts.
13.
Observed
sub-clause 3.2.1. of clause 3.2. Duties of a Member of the Board of Directors of Article 3 Rights
and Duties of Members of the Board of Directors of the Regulation on Rosnefts Board of Directors.
14.
Observed
15.
Observed
Practised.
16.
Observed
Practised
17.
Observed
Sub-clause 10.2.4. of clause 10.2 Election of the Board of Directors of Article 10 Board of Directors
of Rosnefts Charter stipulates that the Board of Directors be elected by a cumulative vote of the
Companys General Meeting of Shareholders on a 9-member slate.
18.
Observed
clause 3.2. Duties of a Member of the Board of Directors of Article 3 Rights and Duties of
Members of the Board of Directors of the Regulation on Rosnefts Board of Directors;
clause 3 of Article 6 The Board of Directors in the System of Corporate Conduct (Governance)
of Chapter 2 The Board of Directors of Rosnefts Code of Corporate Conduct.
19.
Observed
clause 4 of Article 6 The Board of Directors in the System of Corporate Conduct (Governance)
of Chapter 2 The Board of Directors of Rosnefts Code of Corporate Conduct;
clause 3.2. Duties of a Member of the Board of Directors of Article 3 Rights and Duties of
Members of the Board of Directors of the Regulation on Rosnefts Board of Directors;
Article 6 of Rosnefts Regulation on Insider Information.
Observed
Sub-clause 4.1.1 of clause 4.1. of Article 4 Convocation of and Preparation for a Board of Directors
Meeting of the Regulation on Rosnefts Board of Directors.
21.
Observed
In 201, meetings of Rosnefts Board of Directors were held at least every six weeks (the total of
35 meetings were held).
Observed
clause 10.4 Meetings of the Board of Directors of Article 10. The Board of Directors of
Rosnefts Charter;
Article 4 Convocation of and Preparation for a Board of Directors Meeting, Article 5 Holding
a Board of Directors Meeting of the Regulation on Rosnefts Board of Directors.
Observed
Pursuant to sub-clause 10.1.8. (4) of clause 10.1 Board of Directors Terms of Reference of Article
10 The Board of Directors of Rosnefts Charter, the Board of Directors terms of reference include
taking decisions on the execution, modification and early termination of any transactions which
entail or may entail liabilities for the Company equal to or exceeding an amount in cash equivalent
to $500,000,000 (< 10% of the asset value).
Observed
192
Annual Report 2013|Appendix 3: Information on the Observance of the Code of Corporate Conduct
ROSNEFT
Observed
or not observed
Notes
25. The joint-stock company shall have a board of directors committee on strategic planning or shall vest another committee with
said functions (other than the audit committee and the HR and
remuneration committee)
Observed
During the reporting period, the Rosneft Strategic Planning Committee carried on its work. The
Committee was formed by resolutions of the Companys Board of Directors in accordance with the
Regulation on the Process of Formation and Functioning of Committees of the Board of Directors
and the Regulation on the Board of Directors Strategic Planning Committee.
26. The joint-stock company shall have a board of directors committee (audit committee) which recommends an external auditor
to the board of directors and interacts with that external auditor
and with the joint-stock companys internal audit commission.
Observed
During the reporting period, the Rosneft Audit Committee carried on its work. The Committee was
formed by resolutions of the Companys Board of Directors in accordance with the Regulation on the
Process of Formation and Functioning of Committees of the Board of Directors and the Regulation
on the Board of Directors Audit Committee.
27.
Observed
Observed
The Chairman of the Rosneft Board of Directors Audit Committee is John Mack (independent director).
This requirement is stipulated in the internal documents of the Company:
clause 4 of Article 9 Board of Directors Audit Committee of Chapter 2 The Board of Directors
of Rosnefts Code of Corporate Conduct;
sub-clause 2.7.6 of clause 2.7. Formation of Committees of the Board of Directors of Article 2
Structure of the Board of Directors of the Regulation on Rosnefts Board of Directors;
clause 4 of Article 2 Formation of Committees of the Board of Directors of the Regulation on
the Process of Formation and Functioning of Committees of the Companys Board of Directors;
clause 2 of Article 2 General Provisions of the Regulation on the Rosneft Board of Directors
Audit Committee.
Observed
clause 2 of Article 8 Ensuring the Activities of Committees of the Board of Directors of the
Regulation on the Process of Formation and Functioning of Committees of the Board of Directors;
Article 6 Committee Interaction with Executive Bodies of the Company of the Regulation on
the Rosneft Board of Directors Audit Committee.
Observed
During the reporting period, the Rosneft HR and Remuneration Committee carried on its work. The
Committee was formed by resolutions of the Companys Board of Directors in accordance with the
Regulation on the Process of Formation and Functioning of Committees of the Board of Directors
and the Regulation on the Board of Directors HR and Remuneration Committee.
31.
Observed
The Chairman of the Rosneft Board of Directors HR and Remuneration Committee is Matthias Warnig
(independent director). This requirement is stipulated in the internal documents of the Company:
clause 4 of Article 10 Board of Directors HR and Remuneration Committee of Chapter 2 The
Board of Directors of Rosnefts Code of Corporate Conduct;
sub-clause 2.7.6 of clause 2.7. Formation of Committees of the Board of Directors of Article 2
Structure of the Board of Directors of the Regulation on Rosnefts Board of Directors;
clause 4 of Article 2 Formation of Committees of the Board of Directors of the Regulation on
the Process of Formation and Functioning of Committees of the Board of Directors of the Regulation on the Process of Formation and Functioning of Committees of the Board of Directors;
clause 2 of Article 2 General Provisions of the Regulation on the Rosneft Board of Directors
HR and Remuneration Committee.
Observed
33.
Not observed
34.
Not observed
Article 12 of Rosnefts Code of Corporate Conduct establishes the main principles of corporate
conflict settlement.
Clause 6 of Article 12 of Rosnefts Code of Corporate Conduct envisages the possibility of establishing
such a committee to promote corporate conflict prevention and efficient out-of-court settlement by
involving the Company and its shareholders.
Rosneft does not have a Board of Directors Committee on Corporate Conflicts. The question is
now being looked into.
ROSNEFT
Appendix 3: Information on the Observance of the Code of Corporate Conduct|Annual Report 2013
193
Observed
or not observed
Notes
Not observed
Rosneft does not have a Board of Directors Committee on Corporate Conflicts. The question is
now being looked into.
Not observed
Rosneft does not have a Board of Directors Committee on Corporate Conflicts. The question is
now being looked into.
Observed
Resolutions of Rosnefts Board of Directors in October 2008 approved the following internal
documents, as revised:
1. Regulation on the Process of Formation and Functioning of Committees of Rosnefts Board of Directors;
2. Regulation on the Rosneft Board of Directors Audit Committee;
3. Regulation on the Rosneft Board of Directors HR and Remuneration Committee;
4. Regulation on the Rosneft Board of Directors Strategic Planning Committee.
Not observed
Pursuant to sub-clause 10.4.2 of clause 10.4 Meetings of the Board of Directors of Article 10 The
Board of Directors of Rosnefts Charter, a quorum for a meeting of the Board of Directors is defined
as attendance by more than half of the elected members of the Board of Directors.
Observed
Clause 8.1. of Article 8 Governance Bodies and Article 12 The Management Board of Rosnefts
Charter.
Observed
Pursuant to sub-clause 12.8.10 of clause 12.8 of Article 12 The Management Board of Rosnefts
Charter, the terms of reference of the Management Board include taking decisions on the execution, modification and early termination by the Company of the following transactions (or several
related transactions):
(1) any transaction involving real property whose total book value or transaction price does not
exceed the cash equivalent of $500,000,000 (five hundred million dollars), except for real property
lease contracts which are executed in the ordinary course of business and which are, pursuant to
clause 11.6 of the Charter, within the remit of the Company President;
(2) any transaction involving the acquisition, disposal or potential disposal of assets which are not
used by the Company to perform its core activities (non-core assets), if such transaction(s) entails
or may entail liabilities for the Company not exceeding the cash equivalent of $500,000,000;
(3) any transaction involving the acquisition, disposal or potential disposal of business-generating
property (tangible and intangible assets meant to be used in performing activities associated with the
production and processing of oil, gas and gas condensate; facilities associated with the marketing,
storage, processing and transportation of hydrocarbons whose disposal will materially impact the
Companys ability to perform such activities), if such transaction(s) entails or may entail liabilities
for the Company not exceeding the cash equivalent of $500,000,000;
(4) any gratuitous transaction (including charity, donations and gifts) and payment of membership
dues (other expenses) associated with the Companys participation in non-profit organizations not
exceeding the cash equivalent of $25,000,000 (twenty-five million);
(5) agreements with constituent entities of the Russian Federation and municipalities which entail or may entail liabilities for the Company not exceeding the cash equivalent of $25,000,000
(twenty-five million);
(6) any other transaction, including those executed in the ordinary course of business (except for
conversion transactions), which entail or may entail liabilities for the Company from the equivalent
of $50,000,000 (fifty million dollars) to the equivalent of $500,000,000 (five hundred million dollars),
except for transactions within the remit of the Companys Board of Directors.
Observed
- sub-clause 10.1.8 (1) of clause 10.1 Board of Directors Terms of Reference of Article 10 The Board
of Directors of Rosnefts Charter:
The Board of Directors takes decisions on the execution, modification and early termination by
the Company of the following transactions: non-routine operations (operations not included in
the business plan) of the Company or transactions which require or may require corrections and
adjustments of the Companys business plan.
- sub-clause 12.8.3 of clause 12.8 of Rosnefts Charter describing the terms of reference of the
Management Board:
The terms of reference of the Management Board include preliminary review (before submission to
the Board of Directors) and endorsement of expenses not included in the business plan.
42. The members of executive bodies shall not include any person
who is a participant, general director (managing director), member
of a governing body or employee of a legal entity which is in
competition with the joint-stock company.
Observed
sub-clause 3.3.1. of clause 3.3 Conflict of Interest between Management Board Members and
the Company of Article 3 Rights, Duties and Responsibility of Management Board Members
of the Regulation on the Companys Collegial Body (Management Board);
sub-clause 2.4.1. of clause 2.4. Conflict of Interest between the President and the Company of
Article 2 Appointment of the President. Principles of the Presidents Activities of the Regulation
on Rosnefts Sole Executive Body (President).
43.
Observed
Practised.
44.
Not applicable to
management of
Rosneft activities
The Company Charter does not envisage a management organization (managing director).
37.
38. The joint-stock company shall have a process for defining a Board
of Directors quorum which ensures mandatory attendance by
independent directors.
Executive Bodies
39.
41.
194
Annual Report 2013|Appendix 3: Information on the Observance of the Code of Corporate Conduct
ROSNEFT
Observed
or not observed
Notes
Observed
Not applicable to
management of
Rosneft activities
The Company Charter does not envisage a management organization (managing director).
47.
Observed in part
Clause 3 of Article 19 of Rosnefts Code of Corporate Conduct and Article 8 of the Regulation on
the Companys Collegial Body (Management Board) envisage annual submission by executive
bodies of reports on their performance to the Board of Directors as well as other reports requested
by the Board of Directors.
According to its work plans, the Management Board reviews monthly reports by Rosneft senior
managers on delivery of Board of Directors assignments.
Observed
Practised.
Article 7 Procedure for Access to Company Insider Information and Article 8 Procedure for
Using Company Insider Information of Rosnefts Regulation on Insider Information.
sub-clause 4.3.5 of clause 4.3 Duties of the President of Article 4 of the Regulation on Rosnefts
Sole Executive Body (President).
sub-clause 3.2.5 of clause 3.2 Duties of a Management Board Member of Article 3 of the
Regulation on the Companys Collegial Body (Management Board).
Observed
Article 15 Corporate Secretary of Rosnefts Charter, Article 20 of the Code of Corporate Conduct
and the Regulation on the Companys Corporate Secretary envisage the establishment of a special
office of Corporate Secretary to assure that Company shareholders rights and legitimate interests
are observed. The Corporate Secretary is appointed (approved) by Rosnefts Board of Directors.
Observed
51.
Observed in part
Requirements to be met by candidates for the job of corporate secretary are set out in Article 5 Requirements to Be Met by the Corporate Secretary of the Regulation on Rosnefts Corporate Secretary.
Observed
Practised.
Observed
Practised.
Not observed
Pursuant to Article 84.6 of the Federal Law on Joint-Stock Companies, after the company has
received a mandatory or voluntary offer, decisions on a number of questions, including those
specified in item 54 of this Appendix, may be taken only by the general meeting of shareholders.
These restrictions cease to apply 20 days after the deadline for voluntary or mandatory offer
acceptance.
Not observed
Not applicable to the Company, as Rosneft shares are traded on the Russian Stock Exchange, CJSC
MICEX, and global depositary receipts (GDRs) certifying rights in respect of Rosneft shares are traded
on the London Stock Exchange, where their current market value is quoted.
Observed
57.
Not observed
Observed
Not observed
Information disclosure is governed by the applicable Russian legislation, including during the process
of issuance, and by Rosnefts Regulation on Information Policy.
Information Disclosure
ROSNEFT
Appendix 3: Information on the Observance of the Code of Corporate Conduct|Annual Report 2013
195
Observed
or not observed
Notes
Observed
Clause 9.5 Information (Materials) for the General Meeting of Shareholders of Article 9 The
General Meeting of Shareholders of Rosnefts Charter.
61.
Observed
http://www.rosneft.ru/
Pursuant to Article 4 of Rosnefts Regulation on Information Policy, disclosure of information about
the Company on the Internet is one means of disseminating information.
Observed
Information disclosure is governed by the applicable Russian legislation and Rosnefts Regulation
on Information Policy.
Observed
Information disclosure is governed by the applicable Russian legislation and Rosnefts Regulation
on Information Policy.
Observed
Observed
The Company Policy on the System of Internal Control and Risk Management No. P4-01 P-01 revision
1.00 (approved by a resolution of Rosnefts Board of Directors, Minutes No. 16 dated 7 May 2013).
Observed
Pursuant to the resoltuion of the Board of Directors of the issuer (Minutes dated March 22, 2013),
an Internal Audit and Control function was established, which as of December 31, 2013 consists
of the Internal Audit Department and the Contracting Control and Compliance Department. The
Head of the Internal Audit and Control Function reports directly to the Company President and
operationally is subordinated to the Board of Directors, the Board of Directors Audit Committee.
Observed
Clause 7.2. of Article 7 Committee Interaction with Structural Subdivisions of the Company Performing the Functions of Internal Control and Internal Audit of the Regulation on the Rosneft Board
of Directors Audit Committee.
68. The members of the audit subdivision shall not include persons
who have been found guilty of economic offences or offences
against state authorities, interests of public service and service
in local government, or on whom administrative penalties have
been imposed for offences in the sphere of entrepreneurship,
finance, taxation, or the stock market.
Observed
Practised.
69. The members of the audit subdivision shall not include any person
who works in the executive bodies of the joint-stock company or
who is a participant, general director (managing director), member
of a governance body or employee of a legal entity which is in
competition with the joint-stock company.
Observed
Practised.
70.
Observed
The timing for documents and materials to be provided for evaluation of a particular financial or
other type of business operation is stipulated in the internal documents which regulate the Internal
Audit Department.
71.
Observed
Clauses 5.2., 5.7. of the Company Policy on the System of Internal Control and Risk Management
(No. P4-01 P-01 revision 1.00).
72.
Not observed
Not applicable to the Company, as, pursuant to sub-clause 10.1.8 (1) of clause 10.1 of Article 10 of
Rosnefts Charter, decisions on non-routine operations and transactions which cause or may cause
changes in the Companys business plan are matters reserved for the Board of Directors.
73.
Observed
Pursuant to clause 10.1.8 (1) of Rosnefts Charter, the Board of Directors takes decisions on the
execution, modification or early termination of the Companys non-routine operations.
The process of preparing materials to be submitted for review by the Board of Directors is determined by Rosnefts Standard for the Preparation and Holding of Board of Directors Meetings and
Board of Directors Committee Meetings.
74.
Observed
The Regulation on Rosnefts Audit Commission (approved by Rosnefts General Meeting of Shareholders on 19 June 2009 as revised).
67.
196
Annual Report 2013|Appendix 3: Information on the Observance of the Code of Corporate Conduct
ROSNEFT
Observed
or not observed
Notes
Observed
clause 1 of Article 9 Board of Directors Audit Committee of Chapter 2 The Board of Directors
of Rosnefts Code of Corporate Conduct;
clause 1 of Article 3 Committee Functions of the Regulation on the Rosneft Board of Directors
Audit Committee.
Dividends
76.
The joint-stock company shall have an internal document, approved by the board of directors, which the board of directors
is governed by when making recommendations about dividend
amounts (regulations on dividend policy).
Observed
77.
The regulation on dividend policy shall contain a clause stipulating a procedure for determining the minimum portion of the
joint-stock companys net income to be used to pay dividends
as well as the conditions under which dividends on preferred
shares, the amount of which is established in the joint-stock
companys charter, are not paid or are paid in part.
Observed
78.
Observed
Information on Rosnefts dividend policy and amendments thereto is posted on the Companys
Internet website.
ROSNEFT
Appendix 3: Information on the Observance of the Code of Corporate Conduct|Annual Report 2013
197
Appendix #4
198
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Granting by Rosneft (licensor) to CJSC Vankorneft (licensee) of the right to use software and provision of the services for technical support of the
transferred software. The total contract value is 7,791.5K rubles (inclusive of VAT)
Transaction price
7,791.5K rubles
(inclusive of VAT)
December
29, 2012
Performance by CJSC Vankorneft (agent) for Rosneft (principal) of the actions associated with arrangement of execution of exploration works
on the license areas of Rosneft in the territory of the Krasnoyarsk Region for a compensation in an amount of 57,104.1K rubles (inclusive of VAT)
Transaction price
57,104.1K rubles
(inclusive of VAT)
March 5,
2013
Procurement by Rosneft (borrower) of an interest-bearing loan from CJSC Vankorneft (lender) in an amount of 5,000,000.0K rubles for a term of
up to 5 years. The total transaction value inclusive of the interest is 6,750,000.0K rubles
Transaction price
6,750,000.0K rubles
May 6, 2013
Sale by Rosneft (seller) to CJSC Vankorneft (buyer) of the design and cost estimate documentation (DCED) for a facility titled Motor Road between
Kynskoe and OPS-2 of the Vankorskoe Field - Purpe OPS Trunk Oil Pipeline for a price of 22,014.148K rubles (inclusive of VAT)
Transaction price
22,014.148K rubles
(inclusive of VAT)
Transfer by Rosneft (lessor) for temporary possession and use to CJSC Vankorneft (lessee) of some fixed assets owned by Rosneft for a fee in an
amount of 19,800.0K rubles per year (inclusive of VAT)
Transaction price
19,800.0K rubles per
year (inclusive of VAT)
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to CJSC Vankorneft (borrower)
for funding the operating activity in an amount of 37,500,000.0K rubles regarding extension of the loan repayment period and increase of the total
transaction value inclusive of the chargeable interest to 46,926,355.1K rubles
Transaction price
46,926,355.1K rubles
Provision by Rosneft (contractor) of the services to CJSC Vankorneft (customer) associated with insurance of the customers assets, machines and
mechanisms against breakdown, damages resulting from an interruption in the customers operations, arrangement of reinsurance protection for
a compensation in an amount of 1,243.7K rubles (inclusive of VAT)
Transaction price
1,243.7K rubles
(inclusive of VAT)
August 2,
2013
Granting by Rosneft (lender) to CJSC Vankorneft (borrower) of an interest-bearing loan for funding the investment activity in an amount of 10,544,000.0K
rubles for a term of 3 years. The total transaction value inclusive of the interest is 13,707,200.0K rubles
Transaction price
13,707,200.0K rubles
August 2,
2013
Granting by Rosneft (lender) to CJSC Vankorneft (borrower) of an interest-bearing loan for funding the operating activity in an amount of 18,880,000.0K
rubles for a term of 2 years. The total transaction value inclusive of the interest is 22,656,000.0K rubles
Transaction price
22,656,000.0K rubles
August 2,
2013
10
Sale by Rosneft (seller) of petroleum products to CJSC Vankorneft (buyer) in a volume of 2.0 kt for a total price of 57,000.0K rubles (inclusive of VAT)
Transaction price
57,000.0K rubles
(inclusive of VAT)
November
30, 2013
11
Purchase by Rosneft (buyer) from CJSC Vankorneft (supplier) of combustible natural gas and/or combustible natural dry stripped gas in a volume
of 19.6 bln cubic meters for a total price of 43,800,000.0K rubles (inclusive of VAT)
Transaction price
43,800,000.0K rubles
(inclusive of VAT)
December
24, 2013
Granting by Rosneft (lender) of an interest-bearing loan to CJSC VNKhK (borrower) in an amount of 5,333,140.0K rubles for a term of 3 years. The
total transaction value inclusive of the interest is 7,013,079.1K rubles
Transaction price
7,013,079.1K rubles
December
29, 2012
Granting by Rosneft (licensor) to CJSC VNKhK (licensee) of the right to use software and provision of the services for technical support of the
transferred software. The total contract value is 2,121.3K rubles (inclusive of VAT)
Transaction price
2,121.3K rubles
(inclusive of VAT)
December
29, 2012
Procurement by Rosneft (borrower) of an interest-bearing loan from CJSC VNKhK (lender) in an amount of 350,000.0K rubles for a term of up to 5
years. The total transaction value inclusive of the interest is 473,000.0K rubles
Transaction price
473,000.0K rubles
May 6, 2013
Transfer by Rosneft (seller) to the ownership of CJSC VNKhK (buyer) of some movable assets owned by Rosneft for a fee in an amount of 1,373.72K
rubles (inclusive of VAT)
Transaction price
1,373.72K rubles
(inclusive of VAT)
Provision by CJSC Izdatelstvo Neftyanoe Khozyaistvo (contractor) of the services (performance of the works) for Rosneft (customer) for preparing
and publishing the quarterly Rosneft Science and Technology Bulletin and conducting the campaign for subscription to the Science and Technology
Bulletin and its distribution for a compensation in a total amount of 2,600.0K rubles (inclusive of VAT)
Transaction price
2,600.0K rubles
(inclusive of VAT)
February 18,
2013
Provision by CJSC Izdatelstvo Neftyanoe Khozyaistvo (contractor) of the services (performance of the works) for Rosneft (customer) for preparing
and publishing the booklets on the innovative activity of Rosneft (Supplement to the Rosneft Science and Technology Bulletin) for a compensation
in an amount of 2,000.0K rubles (inclusive of VAT)
Transaction price
2,000.0K rubles
(inclusive of VAT)
February 18,
2013
Provision by CJSC Izdatelstvo Neftyanoe Khozyaistvo (contractor) of the services (performance of the works) for Rosneft (customer) for arranging
and conducting the corporate science and practice events for a compensation in an amount of 8,450.0K rubles (inclusive of VAT)
Transaction price
8,450.0K rubles
(inclusive of VAT)
February 18,
2013
Performance by CJSC Izdatelstvo Neftyanoe Khozyaistvo (agent) of the actions for Rosneft (principal) associated with arrangement of collection of
payments for subscription to the quarterly Rosneft Science and Technology Bulletin and placement of advertising materials for a compensation in
a total amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
February 18,
2013
Procurement by Rosneft (borrower) of an interest-bearing loan from CJSC RN-Astra (lender) in an amount of 20,000,000.0K rubles for a term of up
to 5 years. The total transaction value inclusive of the interest is 27,000,000.0K rubles
ROSNEFT
Transaction price
27,000,000.0K
rubles
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
May 6, 2013
199
Transaction price,
effected transaction
price
Decision
date
Granting by Rosneft (licensor) to CJSC RN-Mamontovo (licensee) of the right to use software and provision of the services for technical support of
the transferred software. The total contract value is 40.9K rubles (inclusive of VAT)
Transaction price
40.9K rubles
(inclusive of VAT)
December
29, 2012
Procurement by Rosneft (borrower) of an interest-bearing loan from CJSC RN-Mamontovo (lender) in an amount of 3,000,000.0K rubles for a term
of up to 5 years. The total transaction value inclusive of the interest is 4,050,000.0K rubles
Transaction price
4,050,000.0K rubles
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to CJSC RN-Mamontovo (lessee) of some fixed assets owned by Rosneft for a fee in
an amount of 3,757.0K rubles per year (inclusive of VAT)
Transaction price
3,757.0K rubles per
year (inclusive of VAT)
Change in the terms and conditions of the transaction for procurement by Rosneft (borrower) of an interest-bearing loan from CJSC RN-Mamontovo
(lender) in an amount of 3,000,000.0K rubles regarding an increase of the loan amount to 5,000,000.0K rubles and the total transaction value
inclusive of the chargeable interest to 6,750,000.0K rubles.
Transaction price
6,750,000.0K rubles
December
24, 2013
Transactions where CJSC RN-SpetsStroi (CJSC TNK-BP SpetsStroi prior to July 2, 2013) is a party
Person/entity related to the transactions: A.V. Votinov (since March 26, 2013) Member of the Rosneft Management Board, General Director of CJSC RN SpetsStroi, which is a party to the
transactions
1
Granting by CJSC RN-SpetsStroi (lender) of an interest-bearing loan to Rosneft (borrower) for a term of up to 3 years in an amount of 1,600,000.0K
rubles. The total transaction value inclusive of the interest will be 2,160,000.0K rubles
Transaction price
2,160,000.0K rubles
September
18, 2013
Granting by Rosneft (licensor) to CJSC RN-Trans (licensee) of the right to use software and provision of the services for technical support of the
transferred software. The total contract value is 2,571.0K rubles (inclusive of VAT)
Transaction price
2,571.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by CJSC RN-Trans (contractor) of the transportation/forwarding services to Rosneft (customer) for arranging transportation of petroleum
products and other cargoes for export in a volume of up to 19,764.0 kt for a total amount of 23,328,480.0K rubles (inclusive of VAT)
Transaction price
23,328,480.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by CJSC RN-Trans (contractor) of the transportation/forwarding services to Rosneft (customer) associated with transportation (delivery) of
crude oil by rail in a volume of up to 6.868 mln tons for a total amount of 26,536,682.0K rubles (inclusive of VAT)
Transaction price
26,536,682.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by CJSC RN-Trans (contractor) of the transportation/forwarding services to Rosneft (customer) for arranging transportation of petroleum
products in the domestic market in a volume of 17,855.0 kt for a total amount of 47,792,087.0K rubles (inclusive of VAT)
Transaction price
47,792,087.0K rubles
(inclusive of VAT)
December
29, 2012
Performance by CJSC RN-Trans (agent) of the actions for Rosneft (principal) associated with payment of the railway tariff, supply of the rolling stock
owned by third parties and provision of the transportation/forwarding services for a compensation in a total amount of 39,948.0K rubles (inclusive of VAT)
Transaction price
39,948.0K rubles
(inclusive of VAT)
December
29, 2012
Performance by CJSC RN-Trans (agent) of the actions for Rosneft (principal) associated with arrangement of acceptance and storage of petroleum
products in a quantity of 25.0 kt and loading into the rail tank cars supplied for transportation from the station of origin for a compensation in a
total amount of 1,180.0K rubles (inclusive of VAT)
Transaction price
1,180.0K rubles
(inclusive of VAT)
February 18,
2013
Transfer by Rosneft (lessor) for temporary possession and use to CJSC RN-Trans (lessee) of some fixed assets owned by Rosneft for a fee in an
amount of 22,080.0K rubles per year (inclusive of VAT)
Transaction price
22,080.0K rubles per
year (inclusive of VAT)
Provision by CJSC RN-Trans (forwarder) of the transportation/forwarding services to Rosneft (client) associated with shipment of liquefied hydrocarbon gases for a total amount of 872,340.069K rubles (inclusive of VAT)
Transaction price
872,340.069K rubles
(inclusive of VAT)
Provision by CJSC RN-Trans (forwarder) of the transportation/forwarding services to Rosneft (client) associated with shipment of gas condensate,
crude oil and petroleum products for a total amount of 6,647,914K rubles (inclusive of VAT)
Transaction price
6,647,914K rubles
(inclusive of VAT)
10
Granting by Rosneft (lender) of an interest-bearing loan to CJSC RN-Trans (borrower) in an amount of 775,000.0K rubles for a term until June 30,
2015. The total transaction value inclusive of the interest is 808,173.2K rubles
Transaction price
808,173.2K rubles
11
Provision by CJSC RN-Trans (forwarder) of transportation/forwarding services to Rosneft (client) for a compensation in an amount of 10,475,413.0K
rubles (inclusive of VAT)
Transaction price
10,475,413.0K rubles
(inclusive of VAT)
September
30, 2013
12
Provision by CJSC RN-Trans (contractor) for Rosneft (customer) of the transportation/forwarding services associated with rail transportation of
crude oil and gas condensate to the domestic market and for export in a volume of up to 17,184.521 kt for a compensation in an amount of up to
53,787,722.28K rubles (inclusive of VAT)
Transaction price
53,787,722.28K rubles
(inclusive of VAT)
November
30, 2013
13
Provision by CJSC RN-Trans (contractor) for Rosneft (customer) of the transportation/forwarding services for arranging transportation of crude oil,
oil processing and petrochemical products by rail, transportation/forwarding services for truck shipments for export in a volume of up to 37,784.296
kt for a compensation in an amount of up to 35,786,545.13K rubles (inclusive of VAT)
Transaction price
35,786,545.13K rubles
(inclusive of VAT)
November
30, 2013
14
Provision by CJSC RN-Trans (contractor) for Rosneft (customer) of the transportation/forwarding services for arranging transportation of oil processing
and petrochemical products by rail in a volume of up to 30,245.192 kt for a compensation in an amount of up to 78,717,694.72K rubles (inclusive of VAT)
Transaction price
78,717,694.72K rubles
(inclusive of VAT)
November
30, 2013
15
Performance by CJSC RN-Trans(agent), upon assignment, on behalf and at the expense of Rosneft (principal) or on its own behalf and at the expense
of Rosneft, of the actions associated with payment of tariffs, levies, services, carriage charges or other contributions associated with crude oil and
petroleum product transportation in the territory of the Russian Federation and foreign states for a compensation in a total amount of 381,870.42K
rubles (inclusive of VAT)
Transaction price
381,870.42K rubles
(inclusive of VAT)
November
30, 2013
16
Change in the terms and conditions of the transaction for provision by CJSC RN-Trans (contractor) for Rosneft (customer) of the transportation/forwarding services for arranging transportation of oil processing and petrochemical products for export in a volume of up to 19,764.0 kt regarding an
increase of the volume of the transported oil processing and petrochemical products to 27,960.0 kt and the total transaction value to 25,315,116.0K
rubles (inclusive of VAT)
Transaction price
25,315,116.0K rubles
(inclusive of VAT)
November
30, 2013
200
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
17
Change in the terms and conditions of the transaction for provision by CJSC RN-Trans (contractor) for Rosneft (customer) of the transportation/forwarding services associated with rail transportation (delivery) of crude oil for feeding the Company refineries in the domestic market and for export,
gas condensate in the domestic market and for export in the volume of up to 6,868.0 kt regarding an increase of the volume of the transported
crude oil and gas condensate to 11,609.7 kt and the total transaction value to 31,026,157.0K rubles (inclusive of VAT)
Transaction price
31,026,157.0K rubles
(inclusive of VAT)
November
30, 2013
18
Change in the terms and conditions of the transaction for provision by CJSC RN-Trans (contractor) for Rosneft (customer) of the transportation/
forwarding services for arranging transportation of oil processing and petrochemical products in the domestic market in a volume of up to 17,855.0
kt regarding an increase of the volume of the transported oil processing and petrochemical products to 26,058.0 kt and the total transaction value
to 55,933,534.0K rubles (inclusive of VAT)
Transaction price
55,933,534.0K rubles
(inclusive of VAT)
November
30, 2013
19
Change in the terms and conditions of the transaction for performance by CJSC RN-Trans on its own behalf, upon assignment and at the expense of
Rosneft (principal) of the actions associated with payment of the tariff in the Russian Railways, cargo carriage services including the transportation
services of the Russian Railways, return of the empty rolling stock and supply of the rolling stock, guarding and escorting of cargoes and the transportation services of any third parties including for carriage of cargoes in the territory of foreign states for a compensation in a total amount of 39,948.0K
rubles regarding an increase of the scope of the provided services and the total amount of the compensation to 114,933.0K rubles (inclusive of VAT)
Transaction price
114,933.0K rubles
(inclusive of VAT)
November
30, 2013
Granting by Rosneft (licensor) to CJSC RN-Shelf-Dalniy Vostok (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 757.0K rubles (inclusive of VAT)
Transaction price
757.0K rubles
(inclusive of VAT)
December
29, 2012
Performance by CJSC RN-Shelf-Dalniy Vostok (agent) of the actions for Rosneft (principal) associated with arrangement of execution of exploration
works on the license areas of the shelves of the Sea of Okhotsk and the Kara Sea for a compensation in a total amount of 930,847.63K rubles
(inclusive of VAT)
Transaction price
930,847.63K rubles
(inclusive of VAT)
February 18,
2013
Change in the terms and conditions of the transaction for performance by CJSC RN-Shelf-Dalniy Vostok (agent) of the actions for Rosneft (principal)
associated with arrangement of execution of exploration works on the license areas of the shelves of the Sea of Okhotsk, the Kara Sea and the
Pechora Sea regarding an increase of the agents compensation to 494,566.34K rubles (inclusive of VAT)
Transaction price
494,566.34K rubles
(inclusive of VAT)
February 18,
2013
Procurement by Rosneft (borrower) of an interest-bearing loan from CJSC RN-Shelf-Dalniy Vostok (lender) in an amount of 300,000.0K rubles for
a term of up to 5 years. The total transaction value inclusive of the interest is 405,000.0K rubles
Transaction price
405,000.0K rubles
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to CJSC RN-Shelf-Dalniy Vostok (lessee) of some fixed assets owned by Rosneft for
a fee in an amount of 4,796.0K rubles per year (inclusive of VAT)
Transaction price
4,796.0K rubles per
year (inclusive of VAT)
Performance by CJSC RN-Shelf-Dalniy Vostok (agent) upon assignment and at the expense of Rosneft (principal) of the actions for arranging
execution of exploration works in the Rosneft license areas on the shelf of the Laptev Sea and the Chukchee Sea for a compensation in a total
amount of 17,304.5K rubles (inclusive of VAT)
Transaction price
17,304.5K rubles
(inclusive of VAT)
August 30,
2013
Performance by CJSC RN-Shelf-Dalniy Vostok (agent) upon assignment and at the expense of Rosneft (principal) of the actions for arranging execution
of exploration works in a Rosneft license area on the shelf of the Sea of Okhotsk for a compensation in an amount of 2,281.55K rubles (inclusive of VAT)
Transaction price
2,281.55K rubles
(inclusive of VAT)
November
30, 2013
Granting by Rosneft (licensor) to CJSC RN-Energoneft (licensee) of the right to use software and provision of the services for technical support of
the transferred software. The total contract value is 523.3K rubles (inclusive of VAT)
Transaction price
523.3K rubles
(inclusive of VAT)
December
29, 2012
Procurement by Rosneft (borrower) of an interest-bearing loan from CJSC RN-Energoneft (lender) in an amount of 1,000,000.0K rubles for a term
of up to 5 years. The total transaction value inclusive of the interest is 1,350,000.0K rubles
Transaction price
1,350,000.0K rubles
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to CJSC RN-Energoneft (lessee) of some fixed assets owned by Rosneft for a fee in
an amount of 145,056.0K rubles per year (inclusive of VAT)
Transaction price
145,056.0K rubles per
year (inclusive of VAT)
Performance by CJSC RN-Energoneft (agent) upon assignment of Rosneft (principal) on its own behalf and at the expense of Rosneft or on behalf
and at the expense of Rosneft of the actions for arranging execution of the works (provision of the services) for liquidation and mothballing of
some fixed assets owned by Rosneft and located in the region of presence of CJSC RN-Energoneft for a compensation in an amount of 20.35K
rubles (inclusive of VAT)
Transaction price
20.35K rubles
(inclusive of VAT)
Provision by LLC RN-Energoneft (keeper) of the services to Rosneft (depositor) for storage of the mothballed movable assets that are not engaged
in the operating process owned by Rosneft for a compensation in an amount of 142.0K rubles (inclusive of VAT)
Transaction price
142.0K rubles
(inclusive of VAT)
Granting by Rosneft (licensor) to CJSC Rosnefteflot (licensee) of the right to use software and provision of the services for technical support of the
transferred software. The total contract value is 64.3K rubles (inclusive of VAT)
Transaction price
64.3K rubles
(inclusive of VAT)
December
29, 2012
Transfer by Rosneft (lessor) for temporary possession and use to CJSC Rosnefteflot (lessee) of some fixed assets owned by Rosneft for a fee in an
amount of 20,900.0K rubles per year (inclusive of VAT)
Transaction price
20,900.0K rubles per
year (inclusive of VAT)
Performance by CJSC Rosnefteflot (agent) on its own behalf, upon assignment and at the expense of Rosneft (principal) of the actions associated
with arrangement of river and marine transportation and transshipment via marine storage tankers of crude oil and oil processing products to the
destinations specified by the principal for a compensation in an amount of 880,000.0K rubles (inclusive of VAT)
Transaction price
880,000.0K rubles
(inclusive of VAT)
September
30, 2013
Provision by Rosneft (ship owner) for possession and use to CJSC Rosnefteflot (charterer) of a seagoing vessel, RN Askold boom setting/oil and garbage skimming boat, under a bare boat charter contract for a period of 15 years for a compensation in an amount of EUR 4,732.87K (inclusive of VAT)
Transaction price
EUR 4,732.87K
(inclusive of VAT)
December
24, 2013
Provision by Rosneft (ship owner) for possession and use to CJSC Rosnefteflot (charterer) of a seagoing vessel, RN Posyet boom setting/oil and garbage skimming boat, under a bare boat charter contract for a period of 15 years for a compensation in an amount of EUR 4,732.87K (inclusive of VAT)
Transaction price
EUR 4,732.87K
(inclusive of VAT)
December
24, 2013
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
201
Transaction price,
effected transaction
price
Decision
date
Provision by Rosneft (ship owner) for possession and use to CJSC Rosnefteflot (charterer) of a seagoing vessel, RN Amur azimuthal ice-reinforced
tug boat, under a bare boat charter contract for a period of 20 years for a compensation in an amount of EUR 11,978.958K (inclusive of VAT)
Transaction price
EUR 11,978.958K
(inclusive of VAT)
December
24, 2013
Change in the terms and conditions of the transaction for performance by CJSC Rosnefteflot (agent) on its own behalf, upon assignment and at the
expense of Rosneft (principal) of the actions associated with arrangement of river and marine transportation and transshipment via marine storage
tankers of crude oil and oil processing products for a compensation in an amount of 880,000.0K rubles (inclusive of VAT) regarding a reduction of
the compensation amount to 818,856.85K rubles (inclusive of VAT)
Transaction price
818,856.85K rubles
(inclusive of VAT)
December
24, 2013
Procurement by Rosneft (borrower) of an interest-bearing loan from CJSC Sakhalinmorneftegaz-Shelf (lender) in an amount of 20,000,000.0K rubles
for a term of up to 5 years. The total transaction value inclusive of the interest is 27,000,000.0K rubles
Transaction price
27,000,000.0K rubles
May 6, 2013
Procurement by Rosneft (borrower) of an interest-bearing loan from CJSC YUKOS-M (lender) in an amount of 5,000,000.0K rubles at most for a
term of up to 5 years. The total transaction value inclusive of the interest will be 6,750,958.9K rubles
Transaction price
6,750,958.9K rubles
December
24, 2013
Sale by Rosneft (seller) of petroleum products to LLC Rosneft-Mongolia (buyer) in a quantity of 1,068.0 kt for a total price of US$ 1,100,000.0K
(inclusive of VAT)
Transaction price
US$ 1,100,000.0K
(inclusive of VAT)
March 5,
2013
Remittance by Rosneft in order to arrange non-state pension provision of the pension contributions to NPF NEFTEGARANT in an amount of
19,200.0K rubles (VAT exempt).
Transaction price
19,200.0K rubles
(VAT exempt).
March 5,
2013
Transfer by Rosneft (lessor) for temporary possession and use to NPF Neftegarant (lessee) of non-residential premises located at Moscow, 26/1-1
Sofiyskaya Emb., with a total area of 10sq. m for a fee in an amount of 385.92K rubles per year (inclusive of VAT)
Transaction price
385.92K rubles per
year (inclusive of VAT)
Change in the terms and conditions of the transaction for payment by Rosneft (contributor) of contributions to NPF NEFTEGARANT (fund) in order
to arrange non-state pension provision for veterans in an amount of 38,620.876K rubles regarding an increase of the total contributed amount to
42,034.693K rubles (VAT exempt)
Transaction price
42,034.693K rubles
(VAT exempt)
November 8,
2013
Granting by Rosneft (lender) of an interest-bearing loan to OJSC Angarskiy Zavod Katalizatorov i Organicheskogo Sinteza (borrower) for funding the
investment activity in an amount of 104,617.91K rubles for a term of 3 years. The total transaction value inclusive of the interest is 136,003.29K rubles
Transaction price
136,003.29K rubles
December
24, 2013
Granting by Rosneft (lender) of an interest-bearing loan to OJSC Angarskiy Zavod Katalizatorov i Organicheskogo Sinteza (borrower) for funding the
operating activity in an amount of 543,300.0K rubles for a term of 1 year. The total transaction value inclusive of the interest is 597,630.0K rubles
Transaction price
597,630.0K rubles
December
24, 2013
Change in the terms and conditions of the transaction for procurement by Rosneft (borrower) of an interest-bearing loan from OJSC Angarskiy
Zavod Katalizatorov i Organicheskogo Sinteza (lender) in an amount of 150,000.0K rubles at most regarding an increase of the loan amount to
400,000.0K rubles and the total transaction value inclusive of the chargeable interest to 540,076.7K rubles.
Transaction price
540,076.7K rubles
December
24, 2013
Change in the terms and conditions of the transaction for procurement by Rosneft (borrower) of an interest-bearing loan from OJSC Angarskneftekhimproekt (lender) in an amount of 750,000.0K rubles at most regarding an increase of the loan amount to 3,000,000.0K rubles and the total
transaction value inclusive of the chargeable interest to 4,050,575.3K rubles.
Transaction price
4,050,575.3K rubles
December
24, 2013
Provision by OJSC ANPZ VNK (contractor) of the services to Rosneft (customer) for arranging and managing petroleum product shipments by rail,
pipe and truck for export and to the domestic market of the Russian Federation and the services for information support in a volume of up to 7,389.1
kt for a compensation in an amount of 75,072.0K rubles (inclusive of VAT)
Transaction price
75,072.0K rubles
(inclusive of VAT)
November
30, 2013
Change in the terms and conditions of the transaction for provision by OJSC Achinskiy NPZ VNK (contractor) of the services to Rosneft (customer)
for processing oil in a volume of up to 7,305.0 kt regarding an increase of the volume of processing to 7,425.700 kt of oil and the amount of the
compensation to 15,836,277.438K rubles (inclusive of VAT)
Transaction price
15,836,277.438K rubles
(inclusive of VAT)
December
24, 2013
Granting by Rosneft (licensor) to OJSC VBRR (licensee) of the right to use software and provision of the services for technical support of the transferred software. The total contract value is 468.7K rubles (inclusive of VAT)
202
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
Transaction price
468.7K rubles
(inclusive of VAT)
December
29, 2012
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Transfer by Rosneft (lessor) for temporary possession and use to OJSC VBRR (lessee) of non-residential premises located at Moscow, 26/1-1 Sofiyskaya Emb., with a total area of 16.7 sq. m and equipment for a fee in an amount of 1,143.0K rubles per year (inclusive of VAT)
Transaction price
1,143.0K rubles per year
(inclusive of VAT)
Performance by OJSC VBRR (Agent) upon assignment of Rosneft (principal) on its own behalf but at the expense of Rosneft of the actions for
purchasing securities in organized trading at the market price that exists in CJSC FB MMVB on the day of purchase of the securities for a compensation in an amount of 145.0K rubles
Transaction price
145.0K rubles
August 30,
2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of a subordinated loan to OJSC VBRR (borrower) in an amount
of 76,000.0K rubles regarding extension of the loan repayment period, incorporation into the agreement of the new mandatory requirements
for subordinated loans as approved by the Bank of Russia and an increase of the total transaction value inclusive of the chargeable interest to
163,462.47K rubles
Transaction price
163,462.47K rubles
November
30, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of a subordinated loan to OJSC VBRR (borrower) in an
amount of 47,500.0K rubles regarding extension of the loan repayment period, incorporation into the agreement of the new mandatory requirements for subordinated loans as approved by the Bank of Russia and an increase of the total transaction value inclusive of the chargeable interest
to 106,204.79K rubles
Transaction price
106,204.79K rubles
November
30, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of a subordinated loan to OJSC VBRR (borrower) in an amount
of 101,829.12K rubles regarding extension of the loan repayment period, incorporation into the agreement of the new mandatory requirements
for subordinated loans as approved by the Bank of Russia and an increase of the total transaction value inclusive of the chargeable interest to
248,574.65K rubles
Transaction price
248,574.65K rubles
November
30, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of a subordinated loan to OJSC VBRR (borrower) in an amount
of 100,000.0K rubles regarding extension of the loan repayment period, incorporation into the agreement of the new mandatory requirements
for subordinated loans as approved by the Bank of Russia and an increase of the total transaction value inclusive of the chargeable interest to
196,065.75K rubles
Transaction price
196,065.75K rubles
November
30, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of a subordinated loan to OJSC VBRR (borrower) in an amount
of 150,000.0K rubles regarding extension of the loan repayment period, incorporation into the agreement of the new mandatory requirements
for subordinated loans as approved by the Bank of Russia and an increase of the total transaction value inclusive of the chargeable interest to
294,098.63K rubles
Transaction price
294,098.63K rubles
November
30, 2013
10
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of a subordinated loan to OJSC VBRR (borrower) in an amount
of 101,000.0K rubles regarding extension of the loan repayment period, incorporation into the agreement of the new mandatory requirements
for subordinated loans as approved by the Bank of Russia and an increase of the total transaction value inclusive of the chargeable interest to
246,550.68K rubles
Transaction price
246,550.68K rubles
November
30, 2013
11
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of a subordinated loan to OJSC VBRR (borrower) in an amount
of 136,882.69K rubles regarding extension of the loan repayment period, incorporation into the agreement of the new mandatory requirements
for subordinated loans as approved by the Bank of Russia and an increase of the total transaction value inclusive of the chargeable interest to
284,828.5K rubles
Transaction price
284,828.5K rubles
November
30, 2013
12
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of a subordinated loan to OJSC VBRR (borrower) in an amount
of 197,507.44K rubles regarding extension of the loan repayment period, incorporation into the agreement of the new mandatory requirements
for subordinated loans as approved by the Bank of Russia and an increase of the total transaction value inclusive of the chargeable interest to
399,094.90K rubles
Transaction price
399,094.90K rubles
November
30, 2013
13
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of a subordinated loan to OJSC VBRR (borrower) in an amount
of 115,000.0K rubles regarding extension of the loan repayment period, incorporation into the agreement of the new mandatory requirements
for subordinated loans as approved by the Bank of Russia and an increase of the total transaction value inclusive of the chargeable interest to
232,394.52K rubles
Transaction price
232,394.52K rubles
November
30, 2013
14
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of a subordinated loan to OJSC VBRR (borrower) in an amount
of 140,000.0K rubles regarding extension of the loan repayment period, incorporation into the agreement of the new mandatory requirements
for subordinated loans as approved by the Bank of Russia and an increase of the total transaction value inclusive of the chargeable interest to
282,915.07K rubles
Transaction price
282,915.07K rubles
November
30, 2013
15
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of a subordinated loan to OJSC VBRR (borrower) in an amount
of 103,000.0K rubles regarding extension of the loan repayment period, incorporation into the agreement of the new mandatory requirements
for subordinated loans as approved by the Bank of Russia and an increase of the total transaction value inclusive of the chargeable interest to
201,947.73K rubles
Transaction price
201,947.73K rubles
November
30, 2013
16
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of a subordinated loan to OJSC VBRR (borrower) in an amount
of 1,060,000.0K rubles regarding extension of the loan repayment period, incorporation into the agreement of the new mandatory requirements
for subordinated loans as approved by the Bank of Russia and an increase of the total transaction value inclusive of the chargeable interest to
2,192,855.38K rubles
Transaction price
2,192,855.38K rubles
November
30, 2013
Execution by OJSC VBRR (bank) of a write-off of money from the account of CJSC Kaspiy-1 (buyer) opened with OJSC VBRR on the conditions of
prior acceptance based on the payment requisitions of Rosneft (supplier) issued on the basis of an oil supply contract between Rosneft and CJSC
Kaspiy-1 for a total amount of 2,950,000.0K rubles. The transaction has no valuation
Transaction price
the transaction has no
valuation
Supply by OJSC VCNG (supplier) of crude oil to Rosneft (buyer) in a volume of 2,098.4 kt for a total price of 39,837,963.971K rubles (inclusive of VAT)
Transaction price
39,837,963.971K rubles
(inclusive of VAT)
December
29, 2012
Procurement by Rosneft (borrower) of interest-bearing loans from OJSC VCNG (lender) in an amount of up to 38,000,000.0K rubles for a term of
up to 5 years. The total transaction value inclusive of the interest will be 49,400,000.0K rubles
Transaction price
49,400,000.0K rubles
March 21,
2013
Performance by Rosneft (consignee) on its own behalf, upon assignment and at the expense of OJSC VCNG (consignor) of the actions for selling
crude oil for export in a volume of 3,878 kt for a commission fee in an amount of 530,820.64K rubles
Transaction price
530,820.64K rubles
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
203
Transaction price,
effected transaction
price
Decision
date
Granting by Rosneft (licensee) to OJSC VCNG (sub-licensee) of the right to use software and provision of the services for technical support of the
software. The total contract value is 370.2K rubles (inclusive of VAT)
Transaction price
370.2K rubles
(inclusive of VAT)
December
24, 2013
Granting by Rosneft (licensor) to OJSC Verkhnechonskneftegaz (licensee) of the perpetual right to use software for a compensation in an amount
of 688.30K rubles
Transaction price
688.30K rubles
December
24, 2013
Granting by Rosneft (licensor) to OJSC Vostsibneftegaz (licensee) of the right to use software and provision of the services for technical support of
the transferred software. The total contract value is 2,810.1K rubles (inclusive of VAT)
Transaction price
2,810.1K rubles
(inclusive of VAT)
December
29, 2012
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to OJSC Vostsibneftegaz (borrower)
for funding the investment activity in an amount of 1,450,000.0K rubles regarding amendment of the interest charging procedure, extension of the
loan repayment period and an increase of the total transaction value inclusive of the chargeable interest to 2,259,216.2K rubles
Transaction price
2,259,216.2K rubles
August 30,
2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to OJSC Vostsibneftegaz (borrower)
for funding the operating activity in an amount of 3,928,010.0K rubles regarding a decrease of the loan amount to 2,210,324.5K rubles, extension of
the loan repayment period and a decrease of the total transaction value inclusive of the chargeable interest to 2,546,226.0K rubles
Transaction price
2,546,226.0K rubles
August 30,
2013
Granting by Rosneft (licensor) to OJSC Grozneftegaz (licensee) of the right to use software and provision of the services for technical support of
the transferred software. The total contract value is 1,705.0K rubles (inclusive of VAT)
Transaction price
1,705.0K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of crude oil to OJSC Grozneftegaz (buyer) in a volume of 0.972 kt for a total price of 13,104.3K rubles (inclusive of VAT)
Transaction price
13,104.3K rubles
(inclusive of VAT)
December
29, 2012
Performance by OJSC Grozneftegaz (consignee) of the actions for Rosneft (consignor) associated with sale of crude oil in a volume of 0.3 kt for a
compensation in an amount of 148.2K rubles (inclusive of VAT)
Transaction price
148.2K rubles
(inclusive of VAT)
December
29, 2012
Performance by OJSC Grozneftegaz (agent) of the actions for Rosneft (principal) associated with assurance of arrangement of escorting and guarding
of the rail tank cars carrying crude oil while in rail transit for a compensation in a total amount of 70.8K rubles (inclusive of VAT)
Transaction price
70.8K rubles
(inclusive of VAT)
December
29, 2012
Performance by OJSC Grozneftegaz (agent) of the actions for Rosneft (principal) associated with arrangement of abandonment and suspension of
69 wells for a compensation in an amount of 852.8K rubles (inclusive of VAT)
Transaction price
852.8K rubles
(inclusive of VAT)
December
29, 2012
Provision by OJSC Grozneftegaz (contractor) of the services to Rosneft (customer) for production in the oil and gas fields, where the development
licenses are owned by the customer, of oil, natural and associated gas and handover of the produced hydrocarbon resources to the customer for
subsequent sale for a compensation in an amount of 4,616,987.7K rubles (inclusive of VAT)
Transaction price
4,616,987.7K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of natural gas to OJSC Grozneftegaz (buyer) in a volume of 155.02 mln cubic meters for a total price of 47,928.54K rubles
(inclusive of VAT)
Transaction price
47,928.54K rubles
(inclusive of VAT)
February 18,
2013
Performance by OJSC Grozneftegaz (agent) of the actions for Rosneft (principal) associated with arrangement of preparation of the depletion plans
for field development (FDP), integrated projects and current development monitoring of the fields owned by Rosneft in the territory of the Chechen
Republic for a compensation in an amount of 492.0K rubles (inclusive of VAT)
Transaction price
492.0K rubles
(inclusive of VAT)
March 5,
2013
Transfer by Rosneft (lessor) for temporary possession and use to OJSC Grozneftegaz (lessee) of some fixed assets owned by Rosneft for a fee in
an amount of 25.0K rubles per year (inclusive of VAT)
Transaction price
25.0K rubles per year
(inclusive of VAT)
10
Change in the terms and conditions of the transaction for performance by OJSC Grozneftegaz (agent) upon assignment and at the expense of
Rosneft (principal) of the actions for arranging preparation of the depletion plans for field development (FDP), integrated projects and current development monitoring of the fields owned by the Company in the territory of the Chechen Republic regarding extension of the list of the works to
be performed (services to be provided) and an increase of the compensation amount to 5,770.8K rubles (inclusive of VAT)
Transaction price
5,770.8K rubles
(inclusive of VAT)
August 30,
2013
11
Procurement by Rosneft (lessee) for temporary possession and use from OJSC Grozneftegaz (lessor) of non-residential premises in an office building
in Grozny (Chechen Republic) for a fee in a total amount of 8,476,020.52 rubles (inclusive of VAT)
Transaction price
8,476,020.52 rubles
(inclusive of VAT)
September
30, 2013
12
Performance by OJSC Grozneftegaz (agent) upon assignment, on behalf and at the expense of Rosneft (principal) or on its own behalf and at the
expense of Rosneft of the actions associated with assurance of arrangement of escorting and guarding of the rail tank cars carrying crude oil while
in rail transit for a compensation in a total amount of 59.5K rubles (inclusive of VAT)
Transaction price
59.5K rubles
(inclusive of VAT)
November
30, 2013
13
Sale by Rosneft (seller) of natural gas to OJSC Grozneftegaz (buyer) in a volume of 143.6 mln cubic meters for a total price of 44,003.2K rubles
(inclusive of VAT)
Transaction price
44,003.2K rubles
(inclusive of VAT)
December
24, 2013
Granting by Rosneft (licensor) to OJSC Dagneftegaz (licensee) of the right to use software and provision of the services for technical support of the
transferred software. The total contract value is 969.9K rubles (inclusive of VAT)
Transaction price
969.9K rubles
(inclusive of VAT)
December
29, 2012
Performance by Rosneft (consignee) of the actions for OJSC Dagneftegaz (consignor) associated with sales of gas in a volume of 247.0 mln cubic
meters for a compensation in an amount of 6,314.5K rubles (inclusive of VAT)
Transaction price
6,314.5K rubles
(inclusive of VAT)
December
29, 2012
204
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Procurement by Rosneft (borrower) of an interest-bearing loan from OJSC Dagneftegaz (lender) in an amount of 100,000.0K rubles for a term of up
to 5 years. The total transaction value inclusive of the interest is 135,000.0K rubles
Transaction price
135,000.0K rubles
May 6, 2013
Granting by Rosneft (lender) of an interest-bearing loan to OJSC Dagneftegaz (borrower) for funding the investment activity in an amount of 237,125.0K
rubles for a term of 3 years. The total transaction value inclusive of the interest will be 308,262.5K rubles
Transaction price
308,262.5K rubles
November
30, 2013
Performance by Rosneft (consignee) on its own behalf, upon assignment and at the expense of OJSC Dagneftegaz (consignor) of the actions for
selling gas in a volume of 244.0 mln cubic meters for a compensation in an amount of 6,663.5K rubles (inclusive of VAT)
Transaction price
6,663.5K rubles
(inclusive of VAT)
December
24, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of a subordinated loan to OJSC Dalnevostochnyi Bank
(borrower) in an amount of 150,000.0K rubles regarding extension of the loan repayment period, incorporation into the agreement of the new
mandatory requirements for subordinated loans as approved by the Bank of Russia and an increase of the total transaction value inclusive of the
chargeable interest to 331,816.44K rubles
Transaction price
331,816.44K rubles
November
30, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of a subordinated loan to OJSC Dalnevostochnyi Bank
(borrower) in an amount of 250,000.0K rubles regarding extension of the loan repayment period, incorporation into the agreement of the new
mandatory requirements for subordinated loans as approved by the Bank of Russia and an increase of the total transaction value inclusive of the
chargeable interest to 542,481.07K rubles
Transaction price
542,481.07K rubles
November
30, 2013
Purchase by Rosneft (buyer) of marketable oil from OJSC Ingushneftegazprom (seller) in a volume of 87.734 kt for a total price of 1,530,176.0K
rubles (inclusive of VAT)
Transaction price
1,530,176.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by OJSC NGK Slavneft (contractor) for Rosneft (customer) of a package of transportation/forwarding services for arranging shipment of
marketable petroleum products by rail and by truck for a compensation in an amount of 1,040,000.0K rubles (inclusive of VAT)
Transaction price
1,040,000.0K rubles
(inclusive of VAT)
September
30, 2013
Provision by OJSC NGK Slavneft (contractor) for Rosneft (customer) of the transportation/forwarding services for transporting petroleum products
in a volume of up to 1,834.5 kt for a compensation in an amount of up to 776,554,614.0 rubles (inclusive of VAT)
Transaction price
776,554,614.0 rubles
(inclusive of VAT)
September
30, 2013
Performance by OJSC NGK Slavneft (agent) on its own behalf, at the expense and upon assignment of Rosneft (principal) of the legal and other
actions for arranging transportation and/or storage of oil in a quantity of 4,498.93 kt +/- 5% with a total price of 6,198,875K rubles for a compensation
in an amount of 1,124.73K rubles (inclusive of VAT)
Transaction price
1,124.73K rubles
(inclusive of VAT)
November 8,
2013
Provision by OJSC NGK Slavneft (contractor) of the transportation/forwarding services to Rosneft (customer) for arranging shipment of petroleum
products in a volume of up to 5,938,358.0 tons for a compensation in an amount of up to 3,106,166.421K rubles (inclusive of VAT)
Transaction price
3,106,166.421K rubles
(inclusive of VAT)
November
30, 2013
Granting by Rosneft (licensor) to OJSC NK Rosneft-Altainefteprodukt (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 541.4K rubles (inclusive of VAT)
Transaction price
541.4K rubles
(inclusive of VAT)
December
29, 2012
Provision by OJSC NK Rosneft-Altainefteprodukt (contractor) of the services to Rosneft (customer) for acceptance, storage and issue of 25.0 kt of
petroleum products owned by the customer for a compensation in a total amount of 12,670.25K rubles (inclusive of VAT)
Transaction price
12,670.25K rubles
(inclusive of VAT)
February 18,
2013
Sale by Rosneft (seller) of petroleum products to OJSC NK Rosneft-Altainefteprodukt (buyer) in a volume of 629.546 kt for a total price of
22,361,137.594K rubles (inclusive of VAT)
Transaction price
22,361,137.594K rubles
(inclusive of VAT)
February 18,
2013
Procurement by Rosneft (borrower) of an interest-bearing loan from OJSC NK Rosneft-Altainefteprodukt (lender) in an amount of 700,000.0K rubles
for a term of up to 5 years. The total transaction value inclusive of the interest is 945,000.0K rubles
Transaction price
945,000.0K rubles
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to OJSC NK Rosneft-Altainefteprodukt (lessee) of some fixed assets owned by Rosneft
for a fee in an amount of 13,868.0K rubles per year (inclusive of VAT)
Transaction price
13,868.0K rubles per
year (inclusive of VAT)
Performance by OJSC NK Rosneft-Altainefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions
for arranging registration of the title to and transactions with immovable assets in the territory of the Altai Region for a compensation in an amount
of 60.0K rubles
Transaction price
60.0K rubles
Performance by OJSC NK Rosneft-Altainefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions
for arranging land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by
the immovable assets of Rosneft located in the territory of the Altai Region for a compensation in an amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-Altainefteprodukt (borrower) in an amount of 400,000.0K rubles for a
term of up to 2 years. The total transaction value inclusive of the interest is 480,000.0K rubles
Transaction price
480,000.0K rubles
Sale by Rosneft (seller) of petroleum products to OJSC NK Rosneft-Altainefteprodukt (buyer) in a volume of 263.7 kt for a total price of 7,324,668.3K rubles
Transaction price
7,324,668.3K rubles
10
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-Altainefteprodukt (borrower) for funding the investment activity in an amount of 953,600.0K rubles regarding a decrease of the loan amount to 236,450.5K
rubles, extension of the loan repayment period and a decrease of the total transaction value inclusive of the chargeable interest to 453,514.5K rubles
Transaction price
453,514.5K rubles
August 30,
2013
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
205
Transaction price,
effected transaction
price
Decision
date
Granting by Rosneft (licensor) to OJSC NK Rosneft-Artag (licensee) of the right to use software and provision of the services for technical support
of the transferred software. The total contract value is 446.9K rubles (inclusive of VAT)
Transaction price
446.9K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of petroleum products to OJSC NK Rosneft-Artag (buyer) in a volume of 62.86 kt for a total price of 1,886,326.924K rubles
(inclusive of VAT)
Transaction price
1,886,326.924K rubles
(inclusive of VAT)
December
29, 2012
Transfer by Rosneft (lessor) for temporary possession and use to OJSC NK Rosneft-Artag (lessee) of some fixed assets owned by Rosneft for a fee
in an amount of 11,640.0K rubles per year (inclusive of VAT)
Transaction price
11,640.0K rubles per
year (inclusive of VAT)
Performance by OJSC NK Rosneft-Artag (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by the immovable
assets of Rosneft located in the territory of the Republic of North Ossetia - Alania for a compensation in an amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-ARTAG (borrower) for funding the investment activity in an amount of 28,300.0K rubles regarding a decrease of the loan amount to 6,984.5K rubles, extension
of the loan repayment period and a decrease of the total transaction value inclusive of the chargeable interest to 11,710.2K rubles
Transaction price
11,710.2K rubles
August 30,
2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-ARTAG
(borrower) for funding the investment activity in an amount of 15,264.0K rubles regarding alteration of the interest rate, an increase of the total
transaction value inclusive of the chargeable interest to 23,641.5K rubles and extension of the loan repayment period
Transaction price
23,641.5K rubles
December
24, 2013
Granting by Rosneft (licensor) to OJSC NK Rosneft-Dagneft (licensee) of the right to use software and provision of the services for technical support
of the transferred software. The total contract value is 801.4K rubles (inclusive of VAT)
Transaction price
801.4K rubles
(inclusive of VAT)
December
29, 2012
Purchase by Rosneft (buyer) from OJSC NK Rosneft-Dagneft (supplier) of marketable oil in a volume of up to 190.1 kt for a total price of up to
2,613,089.0K rubles (inclusive of VAT)
Transaction price
2,613,089.0K rubles
(inclusive of VAT)
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to OJSC NK Rosneft-Dagneft (lessee) of some fixed assets owned by Rosneft for a
fee in an amount of 5,139.0K rubles per year (inclusive of VAT)
Transaction price
5,139.0K rubles per
year (inclusive of VAT)
Provision by OJSC NK Rosneft-Dagneft (contractor) of the services to Rosneft (customer) for upkeeping and maintenance of the mothballed immovable assets owned by Rosneft, which are not engaged in the operating process, for a compensation in an amount of 180.0K rubles (inclusive of VAT)
Transaction price
180.0K rubles
(inclusive of VAT)
Performance by OJSC NK Rosneft-Dagneft (agent) upon assignment of Rosneft (principal) on its own behalf and at the expense of Rosneft or on
behalf and at the expense of Rosneft of the actions for arranging execution of the works (provision of the services) for abandonment and suspension
of the wells, liquidation and mothballing of the fixed assets owned by Rosneft and located in the region of presence of OJSC NK Rosneft-Dagneft
for a compensation in an amount of 18.0K rubles (inclusive of VAT)
Transaction price
18.0K rubles
(inclusive of VAT)
Granting by Rosneft (licensor) to OJSC NK Rosneft-Kabardino-Balkarskaya Toplivnaya Kompaniya (licensee) of the right to use software and provision
of the services for technical support of the transferred software. The total contract value is 353.2K rubles (inclusive of VAT)
Transaction price
353.2K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of petroleum products to OJSC NK Rosneft-Kabardino-Balkarskaya Toplivnaya Kompaniya (buyer) in a volume of 59.744 kt
for a total price of 1,773,804.095K rubles (inclusive of VAT)
Transaction price
1,773,804.095K rubles
(inclusive of VAT)
December
29, 2012
Transfer by Rosneft (lessor) for temporary possession and use to OJSC NK Rosneft-Kabardino-Balkarskaya Toplivnaya Kompaniya (lessee) of some
fixed assets owned by Rosneft for a fee in an amount of 14,370.0K rubles per year (inclusive of VAT)
Transaction price
14,370.0K rubles per
year (inclusive of VAT)
Performance by OJSC NK Rosneft-Kabardino-Balkarskaya Toplivnaya Kompaniya (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging land management and settlement of the land relationships between Rosneft and the holders of title to
the land plots occupied by the immovable assets of Rosneft located in the territory of the Kabardino-Balkarian Republic for a compensation in an
amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-Kabardino-Balkarskaya Toplivnaya Kompaniya (borrower) for funding
the investment activity in an amount of 17,000.0K rubles for a term of 3 years. The total transaction value inclusive of the interest is 22,620.0K rubles
Transaction price
22,620.0K rubles
Granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-Kabardino-Balkarskaya Toplivnaya Kompaniya (borrower) for funding the
operating activity in an amount of 93,000.0K rubles for a term of up to 2 years. The total transaction value inclusive of the interest is 111,600.0K rubles
Transaction price
111,600.0K rubles
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-free loan to OJSC NK Rosneft-Kabardino-Balkarskaya Toplivnaya Kompaniya (borrower) for funding the investment activity in an amount of 100,000.0K rubles regarding establishment of an interest
rate, an increase of the total transaction value inclusive of the chargeable interest to 130,226.0K rubles and extension of the loan repayment period
Transaction price
130,226.0K rubles
December
24, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-free loan to OJSC NK Rosneft-Kabardino-Balkarskaya
Toplivnaya Kompaniya (borrower) for funding the operating activity in an amount of 300,000.0K rubles regarding establishment of an interest rate,
an increase of the total transaction value inclusive of the chargeable interest to 330,000.0K rubles and extension of the loan repayment period
Transaction price
330,000.0K rubles
December
24, 2013
206
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Granting by Rosneft (licensor) to OJSC NK Rosneft-Karachaevo-Cherkessknefteprodukt (licensee) of the right to use software and provision of the
services for technical support of the transferred software. The total contract value is 374.6K rubles (inclusive of VAT)
Transaction price
374.6K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of petroleum products to OJSC NK Rosneft-Karachaevo-Cherkessknefteprodukt (buyer) in a volume of 50.97 kt for a total
price of 1,611,674.12K rubles (inclusive of VAT)
Transaction price
1,611,674.12K rubles
(inclusive of VAT)
December
29, 2012
Performance by OJSC NK Rosneft-Karachaevo-Cherkessknefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal)
of the actions for arranging registration of the title to and transactions with immovable assets in the territory of the Karachai-Cherkessian Republic
for a compensation in an amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Transfer by Rosneft (lessor) for temporary possession and use to OJSC NK Rosneft-Karachaevo-Cherkessknefteprodukt (lessee) of some fixed
assets owned by Rosneft for a fee in an amount of 56,200.0K rubles per year (inclusive of VAT)
Transaction price
56,200.0K rubles per
year (inclusive of VAT)
Performance by OJSC NK Rosneft-Karachaevo-Cherkessknefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal)
of the actions for arranging land management and settlement of the land relationships between Rosneft and the holders of title to the land plots
occupied by the immovable assets of Rosneft located in the territory of the Karachai-Cherkessian Republic for a compensation in an amount of
60K rubles (inclusive of VAT)
Transaction price
60K rubles
(inclusive of VAT)
Sale by Rosneft (Seller) of petroleum products to OJSC NK Rosneft-Karachaevo-Cherkessknefteprodukt (Buyer) in a volume of 26.7 kt for a total
price of 825,000.0K rubles (inclusive of VAT)
Transaction price
825,000.0K rubles
(inclusive of VAT)
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-Karachaevo-Cherkessknefteprodukt (borrower) for funding the operating activity in an amount of 18,000.0K rubles regarding alteration of the interest rate,
an increase of the total transaction value inclusive of the chargeable interest to 27,994.9K rubles and extension of the loan repayment period
Transaction price
27,994.9K rubles
December
24, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-Karachaevo-Cherkessknefteprodukt (borrower) for funding the operating activity in an amount of 40,000.0K rubles regarding alteration of the interest rate,
an increase of the total transaction value inclusive of the chargeable interest to 40,833.4K rubles and extension of the loan repayment period
Transaction price
40,833.4K rubles
December
24, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-Karachaevo-Cherkessknefteprodukt (borrower) for funding the operating activity in an amount of 64,261.9K rubles regarding alteration of the interest rate, a
change of the total transaction value inclusive of the chargeable interest to 44,639.7K rubles and extension of the loan repayment period
Transaction price
44,639.7K rubles
December
24, 2013
Granting by Rosneft (licensor) to OJSC NK Rosneft-Kubannefteprodukt (licensee) of the right to use software and provision of the services for
technical support of the transferred software. The total contract value is 629.0K rubles (inclusive of VAT)
Transaction price
629.0K rubles
(inclusive of VAT)
December
29, 2012
Performance by OJSC NK Rosneft-Kubannefteprodukt (agent) of the actions for Rosneft (principal)associated with preparation and carrying out of
the final stages of the Best in Profession 2012 Contests among the blue collar employees of Rosneft subsidiaries for a compensation in an amount
of 16.236K rubles (inclusive of VAT)
Transaction price
16.236K rubles
(inclusive of VAT)
December
29, 2012
Provision by OJSC NK Rosneft-Kubannefteprodukt (contractor) of the services to Rosneft (customer) for acceptance, storage and issue of 707.164
kt of petroleum products owned by the customer for a compensation in a total amount of 189,420.957K rubles (inclusive of VAT)
Transaction price
189,420.957K rubles
(inclusive of VAT)
February 18,
2013
Sale by Rosneft (seller) of petroleum products to OJSC NK Rosneft-Kubannefteprodukt (buyer) in a volume of 1,020.363 kt for a total price of
37,107,333.719K rubles (inclusive of VAT)
Transaction price
37,107,333.719K rubles
(inclusive of VAT)
February 18,
2013
Transfer by Rosneft (lessor) for temporary possession and use to OJSC NK Rosneft-Kubannefteprodukt (lessee) of some fixed assets owned by
Rosneft for a fee in an amount of 713,216.0K rubles per year (inclusive of VAT)
Transaction price
713,216.0K rubles per
year (inclusive of VAT)
Performance by OJSC NK Rosneft-Kubannefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions
for arranging registration of the title to and transactions with immovable assets in the territory of the Krasnodar Region for a compensation in an
amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Performance by OJSC NK Rosneft-Kubannefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions
for arranging land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by the
immovable assets of Rosneft located in the territory of the Krasnodar Region for a compensation in an amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Performance by OJSC NK Rosneft-Kubannefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions
for arranging the disposal of the non-core assets of Rosneft and the assets that are not engaged in the operating process for a compensation in
an amount of 200.0K rubles (inclusive of VAT)
Transaction price
200.0K rubles
(inclusive of VAT)
Granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-Kubannefteprodukt (borrower) for funding the operating activity in an
amount of 500,000.0K rubles for a term of up to 2 years. The total transaction value inclusive of the interest is 600,000.0K rubles
Transaction price
600,000.0K rubles
10
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-Kubannefteprodukt (borrower) for funding the investment activity in an amount of 250,000.0K rubles regarding a decrease of the loan amount to 10.0K
rubles, extension of the loan repayment period and a decrease of the total transaction value inclusive of the chargeable interest to 58.5K rubles
Transaction price
58.5K rubles
August 30,
2013
Granting by Rosneft (licensor) to OJSC NK Rosneft-Kurgannefteprodukt (licensee) of the right to use software and provision of the services for
technical support of the transferred software. The total contract value is 472.9K rubles (inclusive of VAT)
ROSNEFT
Transaction price
472.9K rubles
(inclusive of VAT)
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
December
29, 2012
207
Transaction price,
effected transaction
price
Decision
date
Provision by OJSC NK Rosneft-Kurgannefteprodukt (contractor) of the services to Rosneft (customer) for acceptance, storage and issue of 187.58 kt
of petroleum products owned by the customer for a compensation in a total amount of 97,372.778K rubles (inclusive of VAT)
Transaction price
97,372.778K rubles
(inclusive of VAT)
February 18,
2013
Sale by Rosneft (seller) of petroleum products to OJSC NK Rosneft-Kurgannefteprodukt (buyer) in a volume of 231.239 kt for a total price of
8,600,283.846K rubles (inclusive of VAT)
Transaction price
8,600,283.846K rubles
(inclusive of VAT)
February 18,
2013
Transfer by Rosneft (lessor) for temporary possession and use to OJSC NK Rosneft-Kurgannefteprodukt (lessee) of some fixed assets owned by
Rosneft for a fee in an amount of 14,708.0K rubles per year (inclusive of VAT)
Transaction price
14,708.0K rubles per
year (inclusive of VAT)
Performance by OJSC NK Rosneft-Kurgannefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions
for arranging registration of the title to and transactions with immovable assets in the territory of the Kurgan Oblast for a compensation in an amount
of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Performance by OJSC NK Rosneft-Kurgannefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions
for arranging land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by
the immovable assets of Rosneft located in the territory of the Kurgan Oblast for a compensation in an amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Sale by Rosneft (seller) to OJSC NK Rosneft-Kurgannefteprodukt (buyer) of petroleum products in a volume of 110.440 kt for a total price of
3,146,939.946K rubles (inclusive of VAT)
Transaction price
3,146,939.946K rubles
(inclusive of VAT)
Granting by Rosneft (licensor) to OJSC NK Rosneft-MZ Nefteprodukt (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 140.7K rubles (inclusive of VAT)
Transaction price
140.7K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of petroleum products to OJSC NK Rosneft-MZ Nefteprodukt (buyer) in a volume of 2.1 kt for a total price of 55,000.0K
rubles (inclusive of VAT)
Transaction price
55,000.0K rubles
(inclusive of VAT)
December
29, 2012
Granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-MZ Nefteprodukt (borrower) for funding the operating activity in an
amount of 113,000.0K rubles for a term of up to 2 years. The total transaction value inclusive of the interest is 135,600.0K rubles
Transaction price
135,600.0K rubles
February 18,
2013
Granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-MZ Nefteprodukt (borrower) for funding the investment activity in an
amount of 66,564.0K rubles for a term of 3 years. The total transaction value inclusive of the interest will be 86,533.2K rubles
Transaction price
86,533.2K rubles
November
30, 2013
Procurement by Rosneft (borrower) of an interest-bearing loan from OJSC NK Rosneft-MZ Nefteprodukt (lender) in an amount of up to 50,000.0K
rubles for a term of up to 5 years. The total transaction value inclusive of the interest will be 67,509.6K rubles
Transaction price
67,509.6K rubles
December
24, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-MZ Nefteprodukt (borrower) for funding the operating activity in an amount of 159,149.1K rubles regarding alteration of the interest rate, a change of the total
transaction value inclusive of the chargeable interest to 60,038.7K rubles and extension of the loan repayment period
Transaction price
60,038.7K rubles
December
24, 2013
Granting by Rosneft (licensor) to OJSC NK Rosneft-Murmansknefteprodukt (licensee) of the right to use software and provision of the services for
technical support of the transferred software. The total contract value is 472.9K rubles (inclusive of VAT)
Transaction price
472.9K rubles (inclusive of VAT)
December
29, 2012
Provision by OJSC NK Rosneft-Murmansknefteprodukt (contractor) of the services to Rosneft (customer) for acceptance, storage and issue of 104.34
kt of petroleum products owned by the customer for a compensation in a total amount of 84,450.709K rubles (inclusive of VAT)
Transaction price
84,450.709K rubles
(inclusive of VAT)
February 18,
2013
Sale by Rosneft (seller) of petroleum products to OJSC NK Rosneft-Murmansknefteprodukt (buyer) in a volume of 109.307 kt for a total price of
4,497,484.769K rubles (inclusive of VAT)
Transaction price
4,497,484.769K rubles
(inclusive of VAT)
February 18,
2013
Procurement by Rosneft (borrower) of an interest-bearing loan from OJSC NK Rosneft-Murmansknefteprodukt (lender) in an amount of 200,000.0K
rubles for a term of up to 5 years. The total transaction value inclusive of the interest is 270,000.0K rubles
Transaction price
270,000.0K rubles
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to OJSC NK Rosneft-Murmansknefteprodukt (lessee) of some fixed assets owned by
Rosneft for a fee in an amount of 31,820.0K rubles per year (inclusive of VAT)
Transaction price
31,820.0K rubles per
year (inclusive of VAT)
Performance by OJSC NK Rosneft-Murmansknefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions
for arranging land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by the
immovable assets of Rosneft located in the territory of the Murmansk Oblast for a compensation in an amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-Murmansknefteprodukt (borrower) for funding the operating activity in
an amount of 128,600.0K rubles for a term of up to 2 years. The total transaction value inclusive of the interest is 154,320.0K rubles
Transaction price
154,320.0K rubles
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-Murmansknefteprodukt (borrower) for funding the investment activity in an amount of 173,366.0K rubles regarding a decrease of the loan amount to 122,427.1K
rubles and the total transaction value inclusive of the chargeable interest to 190,407.7K rubles and extension of the loan repayment period
Transaction price
190,407.7K rubles
August 30,
2013
Granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-Smolensknefteprodukt (borrower) in an amount of 300,000.0K rubles
for a term of 1 year. The total transaction value inclusive of the interest is 303,063.9K rubles
Transaction price
303,063.9K rubles
December
29, 2012
Granting by Rosneft (licensor) to OJSC NK Rosneft-Smolensknefteprodukt (licensee) of the right to use software and provision of the services for
technical support of the transferred software. The total contract value is 519.7K rubles (inclusive of VAT)
Transaction price
519.7K rubles
(inclusive of VAT)
December
29, 2012
208
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Provision by OJSC NK Rosneft-Smolensknefteprodukt (contractor) of the services to Rosneft (customer) for acceptance, storage and issue of 379.33
kt of petroleum products owned by the customer for a compensation in a total amount of 199,906.91K rubles (inclusive of VAT)
Transaction price
199,906.91K rubles
(inclusive of VAT)
February 18,
2013
Sale by Rosneft (seller) of petroleum products to OJSC NK Rosneft-Smolensknefteprodukt (buyer) in a volume of 442.938 kt for a total price of
16,779,015.268K rubles (inclusive of VAT)
Transaction price
16,779,015.268K rubles
(inclusive of VAT)
February 18,
2013
Transfer by Rosneft (lessor) for temporary possession and use to OJSC NK Rosneft-Smolensknefteprodukt (lessee) of some fixed assets owned by
Rosneft for a fee in an amount of 17,169.0K rubles per year (inclusive of VAT)
Transaction price
17,169.0K rubles per
year (inclusive of VAT)
Performance by OJSC NK Rosneft-Smolensknefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the
actions for arranging registration of the title to and transactions with immovable assets in the territory of the Smolensk Oblast for a compensation
in an amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Performance by OJSC NK Rosneft-Smolensknefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions
for arranging land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by the
immovable assets of Rosneft located in the territory of the Smolensk Oblast for a compensation in an amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Performance by LLC RN-Smolensknefteprodukt (agent) upon assignment of Rosneft (principal) on its own behalf and at the expense of Rosneft or on
behalf and at the expense of Rosneft of the actions for arranging execution of the works (provision of the services) for liquidation and mothballing
of some retail sites and fixed assets owned by Rosneft and located in the region of presence of LLC RN-Smolensknefteprodukt for a compensation
in an amount of 2.5K rubles (inclusive of VAT)
Transaction price
2.5K rubles
(inclusive of VAT)
Granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-Smolensknefteprodukt (borrower) for funding the operating activity in
an amount of 353,500.0K rubles for a term of up to 2 years. The total transaction value inclusive of the interest is 424,200.0K rubles
Transaction price
424,200.0K rubles
Granting by Rosneft (licensor) to OJSC NK Rosneft-Stavropolye (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 507.5K rubles (inclusive of VAT)
Transaction price
507.5K rubles
(inclusive of VAT)
December
29, 2012
Provision by OJSC NK Rosneft-Stavropolye (contractor) of the services to Rosneft (customer) for acceptance, storage and issue of 19.954 kt of
petroleum products owned by the customer for a compensation in a total amount of 14,341.337K rubles (inclusive of VAT)
Transaction price
14,341.337K rubles
(inclusive of VAT)
February 18,
2013
Sale by Rosneft (seller) of petroleum products to OJSC NK Rosneft-Stavropolye (buyer) in a volume of 532.449 kt for a total price of 19,172,393.584K
rubles (inclusive of VAT)
Transaction price
19,172,393.584K rubles
(inclusive of VAT)
February 18,
2013
Procurement by Rosneft (borrower) of an interest-bearing loan from OJSC NK Rosneft-Stavropolye (lender) in an amount of 1,000,000.0K rubles for
a term of up to 5 years. The total transaction value inclusive of the interest is 1,350,000.0K rubles
Transaction price
1,350,000.0K rubles
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to OJSC NK Rosneft-Stavropolye (lessee) of some fixed assets owned by Rosneft for
a fee in an amount of 123.0K rubles per year (inclusive of VAT)
Transaction price
123.0K rubles per year
(inclusive of VAT)
Performance by OJSC NK Rosneft-Stavropolye (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for
arranging land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by the
immovable assets of Rosneft located in the territory of the Stavropol Region for a compensation in an amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Performance by OJSC NK Rosneft-Stavropolye (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for
arranging the disposal of the non-core assets of Rosneft and the assets that are not engaged in the operating process for a compensation in an
amount of 50.0K rubles (inclusive of VAT)
Transaction price
50.0K rubles
(inclusive of VAT)
Granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-Stavropolye (borrower) for funding the operating activity in an amount
of 480,000.0K rubles for a term of up to 2 years. The total transaction value inclusive of the interest is 576,000.0K rubles
Transaction price
576,000.0K rubles
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-Stavropolye
(borrower) for funding the investment activity in an amount of 953,600.0K rubles regarding a decrease of the loan amount to 173,813.1K rubles,
extension of the loan repayment period and a decrease of the total transaction value inclusive of the chargeable interest to 241,585.9K rubles
Transaction price
241,585.9K rubles
August 30,
2013
10
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-Stavropolye
(borrower) for funding the investment activity in an amount of 1,482,000.0K rubles regarding alteration of the interest rate, an increase of the total
transaction value inclusive of the chargeable interest to 2,144,782.9K rubles and extension of the loan repayment period
Transaction price
2,144,782.9K rubles
December
24, 2013
Granting by Rosneft (licensor) to OJSC NK Rosneft-Yamalnefteprodukt (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 459.0K rubles (inclusive of VAT)
Transaction price
459.0K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of petroleum products to OJSC NK Rosneft-Yamalnefteprodukt (buyer) in a volume of 45.19 45.19kt for a total price of
1,648,647.04K rubles (inclusive of VAT)
Transaction price
1,648,647.04K rubles
(inclusive of VAT)
December
29, 2012
Procurement by Rosneft (borrower) of an interest-bearing loan from OJSC NK Rosneft-Yamalnefteprodukt (lender) in an amount of 100,000.0K rubles
for a term of up to 5 years. The total transaction value inclusive of the interest is 135,000.0K rubles
Transaction price
135,000.0K rubles
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to OJSC NK Rosneft-Yamalnefteprodukt (lessee) of some fixed assets owned by
Rosneft for a fee in an amount of 23,653.0K rubles per year (inclusive of VAT)
Transaction price
23,653.0K rubles per
year (inclusive of VAT)
Performance by OJSC NK Rosneft-Yamalnefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions
for arranging registration of the title to and transactions with immovable assets in the territory of the Yamalo-Nenetskiy Autonomous Area for a
compensation in an amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
209
Transaction price,
effected transaction
price
Decision
date
Performance by OJSC NK Rosneft-Yamalnefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions
for arranging land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by
the immovable assets of Rosneft located in the territory of the Yamalo-Nenetskiy Autonomous Area for a compensation in an amount of 60.0K
rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Granting by Rosneft (lender) of an interest-bearing loan to OJSC NK Rosneft-Yamalnefteprodukt (borrower) for funding the investment activity in an
amount of 16,510.99K rubles for a term of 3 years. The total transaction value inclusive of the interest is 21,464.29K rubles
Transaction price
1,464.29K rubles
Procurement by Rosneft (borrower) of an interest-bearing loan from OJSC Okhinskaya TETs (lender) in an amount of 300,000.0K rubles for a term
of up to 5 years. The total transaction value inclusive of the interest is 405,000.0K rubles
Transaction price
405,000.0K rubles
May 6, 2013
Granting by Rosneft (lender) of an interest-bearing loan to OJSC Okhinskaya TETs (borrower) for funding the investment activity in an amount of
507,219.0K rubles for a term of 3 years. The total transaction value inclusive of the interest is 659,384.7K rubles
Transaction price
659,384.7K rubles
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to OJSC Okhinskaya TETs (borrower)
for funding the investment activity in an amount of 107,400.0K rubles regarding a decrease of the loan amount to 100,400.0K rubles, extension of
the loan repayment period and an increase of the total transaction value inclusive of the chargeable interest to 156,198.0K rubles
Transaction price
156,198.0K rubles
August 30,
2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to OJSC Okhinskaya TETs (borrower)
for funding the investment activity in an amount of 346,400.0K rubles regarding alteration of the interest rate, an increase of the total transaction
value inclusive of the chargeable interest to 533,891.7K rubles and extension of the loan repayment period
Transaction price
533,891.7K rubles
December
24, 2013
Granting by Rosneft (licensor) to OJSC Purnefteotdacha (licensee) of the right to use software and provision of the services for technical support
of the transferred software. The total contract value is 47.0K rubles (inclusive of VAT)
Transaction price
47.0K rubles
(inclusive of VAT)
December
29, 2012
Transfer by Rosneft (lessor) for temporary possession and use to OJSC Purnefteotdacha (lessee) of some fixed assets owned by Rosneft for a fee
in an amount of 578.0K rubles per year (inclusive of VAT)
Transaction price
578.0K rubles per year
(inclusive of VAT)
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to OJSC Purnefteotdacha (borrower)
for funding the investment activity in an amount of 18,000.0K rubles regarding alteration of the interest rate, an increase of the total transaction
value inclusive of the chargeable interest to 32,387.2K rubles and extension of the loan repayment period
Transaction price
32,387.2K rubles
December
24, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to OJSC Purnefteotdacha (borrower)
for funding the operating activity in an amount of 14,000.0K rubles regarding alteration of the interest rate, an increase of the total transaction value
inclusive of the chargeable interest to 32,387.2K rubles and extension of the loan repayment period
Transaction price
32,387.2K rubles
December
24, 2013
Performance by OJSC RN Ingushneft (agent) for a compensation in an amount of 5,851.2K rubles (inclusive of VAT) of the actions for Rosneft (principal)associated with arrangement of the following in the territory of the Republic of Ingushetia:
execution of exploration works on the license areas owned by Rosneft;
preparation of the depletion plans for field development (FDP) and current development monitoring of the fields owned by Rosneft.
Transaction price
5,851.2K rubles
(inclusive of VAT)
March 5,
2013
Transfer by Rosneft (lessor) for temporary possession and use to OJSC RN Ingushneft (lessee) of some fixed assets owned by Rosneft for a fee in
an amount of 2,961.0K rubles per year (inclusive of VAT)
Transaction price
2,961.0K rubles per
year (inclusive of VAT)
Provision by OJSC RN Ingushneft (contractor) of the services to Rosneft (customer) for production of hydrocarbon resources on an oil and gas field
where the development license is owned by Rosneft:
- oil in a volume of 3.0 kt,
- associated gas in a volume of 0.3 mln cubic meters,
and handover of the produced hydrocarbon resources to Rosneft for subsequent sale for a compensation in an amount of 21,664.4K rubles
(inclusive of VAT)
Transaction price
21,664.4K rubles
(inclusive of VAT)
Granting by Rosneft (lender) of an interest-bearing loan to OJSC RN Ingushneft (borrower) for funding the investment activity in an amount of
54,379.0K rubles for a term of 3 years. The total transaction value inclusive of the interest is 70,692.7K rubles
Transaction price
70,692.7K rubles
August 30,
2013
Transactions where OJSC RN Management (OJSC TNK-BP Management prior to June 26, 2013) is a party
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to March 17, 2014) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman of the
Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, which is a party to the transactions; I.I. Sechin (from March 21, 2013 to March 17, 2014) Member of the
Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, which is a party to the transactions; E.Yu. Khudainatov (from March 21, 2013 to
June 18, 2013) Deputy Chairman of the Rosneft Management Board, Member of the Management Board of OJSC RN Management, which is a party to the transactions; Yu.I. Kalinin (from March
21, 2013 to June 18, 2013) Member of the Rosneft Management Board, Member of the Management Board of OJSC RN Management, which is a party to the transactions; D. Casimiro (from
March 21, 2013 to June 18, 2013) Member of the Rosneft Management Board, Member of the Management Board of OJSC RN Management, which is a party to the transactions; P.I. Lazarev
(from March 21, 2013 to June 18, 2013) Member of the Rosneft Management Board, Member of the Management Board of OJSC RN Management, which is a party to the transactions;
N.M. Mukhitov (from March 21, 2013 to June 18, 2013) Member of the Rosneft Management Board, Member of the Management Board of OJSC RN Management, which is a party to the
transactions; Z. Runje (from March 21, 2013 to June 18, 2013) Member of the Rosneft Management Board, Member of the Management Board of OJSC RN Management, which is a party to the
transactions
1
Procurement by Rosneft (borrower) of interest-bearing loans from OJSC RN Management (lender) in an amount of up to 38,000,000.0K rubles for
a term of up to 5 years. The total transaction value inclusive of the interest will be up to 49,400,000.0K rubles
210
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
Transaction price
49,400,000.0K rubles
March 21,
2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Transactions where OJSC RN Management (OJSC TNK-BP Management prior to June 26, 2013) and CJSC NORDSTAR TOWER (previously CJSC DS Invest) are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to March 17, 2014) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman of the
Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, which is a party to the transactions; I.I. Sechin (from March 21, 2013 to March 17, 2014) Member of the
Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, which is a party to the transactions; E.Yu. Khudainatov (from March 21, 2013 to
June 18, 2013) Deputy Chairman of the Rosneft Management Board, Member of the Management Board of OJSC RN Management, which is a party to the transactions; Yu.I. Kalinin (from March
21, 2013 to June 18, 2013) Member of the Rosneft Management Board, Member of the Management Board of OJSC RN Management, which is a party to the transactions; D. Casimiro (from
March 21, 2013 to June 18, 2013) Member of the Rosneft Management Board, Member of the Management Board of OJSC RN Management, which is a party to the transactions; P.I. Lazarev
(from March 21, 2013 to June 18, 2013) Member of the Rosneft Management Board, Member of the Management Board of OJSC RN Management, which is a party to the transactions;
N.M. Mukhitov (from March 21, 2013 to June 18, 2013) Member of the Rosneft Management Board, Member of the Management Board of OJSC RN Management, which is a party to the
transactions; Z. Runje (from March 21, 2013 to June 18, 2013) Member of the Rosneft Management Board, Member of the Management Board of OJSC RN Management, which is a party to the
transactions
1
Assignment by OJSC RN Management (lessee) to Rosneft (assignee) of the full rights and responsibilities under the lease agreement for immovable
assets (non-residential premises with a total area of 37,598.3 sq. m in the building located at: Moscow, 3-1 Begovaya Street) between OJSC RN
Management and CJSC DS Invest (lessor). The leasing period is until February 4, 2026. The total value of the transaction is 18,014,106.3K rubles
(inclusive of VAT)
Transaction price
18,014,106.3K rubles
(inclusive of VAT)
August 2,
2013
Change in the terms and conditions of the transaction for acceptance by Rosneft (assignee) from OJSC RN Management (lessee) of the full rights
and responsibilities of the lessee under the lease agreement for immovable assets (non-residential premises in the building located at: Moscow, 3-1
Begovaya Street) between OJSC RN Management (lessee) and CJSC NORDSTAR TOWER (lessor) regarding an increase of the transaction value
to 18,816,020.0967K rubles (inclusive of VAT)
Transaction price
18,816,020.0967K
rubles (inclusive of
VAT)
December
24, 2013
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) is a party
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; Z.
Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June 27,
2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member
of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Procurement by Rosneft (borrower) of interest-bearing loans from OJSC RN Holding (lender) in an amount of up to 38,000,000.0K rubles for a term
of up to 5 years. The total transaction value inclusive of the interest will be up to 49,400,000.0K rubles
Transaction price
49,400,000.0K rubles
March 21,
2013
Performance by OJSC RN Holding (consignee) on its own behalf, upon assignment and at the expense of Rosneft (consignor) of the actions for
selling TS-1/RT fuels in a volume of 20.0 kt for a compensation in an amount of 3,040.0K rubles (inclusive of VAT)
Transaction price
3,040.0K rubles
(inclusive of VAT)
Performance by Rosneft (consignee) on its own behalf, upon assignment and at the expense of OJSC RN Holding (consignor) of the actions for
selling straight-run gasoline (BGS) in a volume of 6.0 kt for a compensation in an amount of 1,178.565K rubles (inclusive of VAT)
Transaction price
1,178.565K rubles
(inclusive of VAT)
Performance by Rosneft (consignee) on its own behalf, upon assignment and at the expense of OJSC RN Holding (consignor) of the actions for
selling LPG in a quantity of 40.4 kt for a compensation in an amount of 3,636.0K rubles (inclusive of VAT)
Transaction price
3,636.0K rubles
(inclusive of VAT)
Purchase by Rosneft (buyer) from OJSC RN Holding (seller) of crude oil in a volume of 915.0 kt for a total price of 8,952,360.0K rubles (inclusive of VAT)
Transaction price
8,952,360.0K rubles
(inclusive of VAT)
Performance by Rosneft (agent) on its own behalf but at the expense and upon assignment of OJSC RN Holding (principal) of the legal and other
actions for arranging transportation and transshipment of crude oil and petroleum products in a volume of 7,000.0 kt for a compensation in an
amount of 373.1K rubles (inclusive of VAT)
Transaction price
373.1K rubles
(inclusive of VAT)
Purchase by Rosneft (buyer) from OJSC RN Holding (seller) of petroleum products in a volume of 635.0 kt for a total price of 19,035,000.0K rubles
(inclusive of VAT)
Transaction price
19,035,000.0K rubles
(inclusive of VAT)
Performance by OJSC RN Holding (agent) on its own behalf but at the expense and upon assignment of Rosneft (principal) of the legal and other
actions for arranging transportation, transshipment, forwarding and quantity and quality inspection of crude oil and petroleum products in a quantity
of 23,350.0 kt for a compensation in an amount of 3,485.885K rubles (inclusive of VAT)
Transaction price
3,485.885K rubles
(inclusive of VAT)
Performance by OJSC RN Holding (agent) on its own behalf but at the expense and upon assignment of Rosneft (principal) of the legal and other
actions for arranging transportation and transshipment of crude oil and petroleum products in a quantity of 23,350.0 kt for a compensation in an
amount of 3,485.885K rubles (inclusive of VAT)
Transaction price
3,485.885K rubles
(inclusive of VAT)
10
Supply by OJSC RN Holding (supplier) of petroleum products to Rosneft (buyer) in a volume of up to 370 kt for a total price of up to 15,000,000K
rubles (inclusive of VAT)
Transaction price
15,000,000K rubles
(inclusive of VAT)
11
Execution by the Subsidiary (agent) of an assignment of the Company (principal) to arrange purchasing, processing, transportation and sales of
APG and APG processing products for a compensation in an amount of 66,670.0K rubles (inclusive of VAT)
Transaction price
66,670.0K rubles
(inclusive of VAT)
August 30,
2013
12
Performance by OJSC RN Holding (agent) on its own behalf but at the expense and upon assignment of Rosneft (principal) of the legal and other
actions for arranging transportation, transshipment, forwarding and quantity and quality inspection of petroleum products for a compensation in
an amount of 18.9K rubles (inclusive of VAT)
Transaction price
18.9K rubles
(inclusive of VAT)
August 30,
2013
13
Change in the terms and conditions of the transaction for granting by OJSC RN Holding (lender) of an interest-bearing loan to Rosneft (borrower)
in an amount of 38,000,000.0K rubles regarding an increase of the loan amount to 65,000,000.0K rubles and the total transaction value inclusive
of the chargeable interest to 83,577,550.0K rubles
Transaction price
83,577,550.0K rubles
November 8,
2013
14
Change in the terms and conditions of the transaction for performance by OJSC RN Holding (agent) on its own behalf but at the expense and upon
assignment of Rosneft (principal) of the legal and other actions associated with provision of the services for arranging transportation, transshipment,
forwarding and quantity and quality inspections of crude oil and petroleum products in the period for a compensation in an amount of 373.1K rubles
(inclusive of VAT) regarding extension of the contract effective period and an increase of the compensation to 683.5K rubles (inclusive of VAT)
Transaction price
683.5K rubles
(inclusive of VAT)
December
24, 2013
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
211
Transaction price,
effected transaction
price
Decision
date
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and LLC V.F. TANKER are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; Z.
Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June 27,
2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member
of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (new shipper) from OJSC RN Holding (shipper) of the rights and responsibilities of the shipper under the transportation
contract with LLC V.F. TANKER (carrier). The total volume of petroleum products to be transported may be up to 370.0 kt with the total contract
value of up to 574,552.0K rubles (inclusive of VAT)
Transaction price
574,552.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and LLC Navigator are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions;
Z. Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June
27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (new shipper) from OJSC RN Holding (shipper) of the rights and responsibilities of the shipper under a transportation contract
with LLC Navigator (carrier). The total volume of petroleum products to be transported may be up to 2,339.0 kt with the total contract value of up
to 2,884,324.0K rubles (inclusive of VAT)
Transaction price
2,884,324.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and LLC Prime Shipping are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions;
Z. Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June
27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (new shipper) from OJSC RN Holding (shipper) of the rights and responsibilities of the shipper under a cargo transportation
contract with LLC Prime Shipping (carrier). The total volume of petroleum products to be transported may be up to 13,662.0 kt with the total contract
value of up to 20,288,070.0K rubles (inclusive of VAT)
Transaction price
20,288,070.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and CJSC Morskoi Portovyi Service are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; Z.
Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June 27,
2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member
of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a transshipment
contract with CJSC Morskoi Portovyi Service (contractor). The total volume of petroleum products may be up to 720.0 kt with the total contract
value of up to 167,508.0K rubles (inclusive of VAT)
212
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
Transaction price
167,508.0K rubles
(inclusive of VAT)
August 30,
2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and LLC TES Terminal are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; Z.
Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June 27,
2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member
of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a service contract
for petroleum product transshipment with LLC TES Terminal (contractor). The total volume of petroleum products to be transshipped may be up to
720.0 kt with the total contract value of up to 166,320.0K rubles (inclusive of VAT)
Transaction price
166,320.0K rubles
(inclusive of VAT)
August 30,
2013
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a LPG transshipment contract with LLC TES Terminal (contractor). The total volume of petroleum products to be transshipped may be up to 60.0 kt with the total
contract value of up to 63,360.0K rubles (inclusive of VAT)
Transaction price
63,360.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and Walengton LLP are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; Z.
Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June 27,
2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member
of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a LPG transshipment contract with Walengton LLP (contractor). The total volume of petroleum products to be transshipped may be up to 60.0 kt with the total
contract value of up to 69,300.0K rubles (inclusive of VAT)
Transaction price
69,300.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and LLC Yugneftekhimtransit are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; Z.
Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June 27,
2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member
of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a VGO transshipment contract with LLC Yugneftekhimtransit (contractor). The total volume of petroleum products to be transshipped may be up to 140.0 kt with the
total contract value of up to 43,890.0K rubles (inclusive of VAT)
Transaction price
43,890.0K rubles
(inclusive of VAT)
August 30,
2013
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a fuel oil transshipment contract with LLC Yugneftekhimtransit (contractor). The total volume of petroleum products to be transshipped may be up to 300.0 kt
with the total contract value of up to 79,200.0K rubles (inclusive of VAT)
Transaction price
79,200.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and CJSC Solvalub Shipping are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; Z.
Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June 27,
2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member
of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a forwarding
contract with CJSC Solvalub Shipping (contractor). The total volume of petroleum products may be up to 300.0 kt with the total contract value of
up to 1,386.0K rubles (inclusive of VAT)
ROSNEFT
Transaction price
1,386.0K rubles
(inclusive of VAT)
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
August 30,
2013
213
Transaction price,
effected transaction
price
Decision
date
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a fee-based
service contract with CJSC Solvalub Shipping (contractor). The total volume of petroleum products may be up to 140.0 kt with the total contract
value of up to 647.0K rubles (inclusive of VAT)
Transaction price
647.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and CJSC Baltiyskaya Nefteperevalochnaya Kompaniya are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions;
Z. Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June
27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a petroleum
product transshipment contract with CJSC Baltiyskaya Nefteperevalochnaya Kompaniya (contractor). The total volume of petroleum products to
be transshipped may be up to 300.0 kt with the total contract value of up to 74,250.0K rubles (inclusive of VAT)
Transaction price
74,250.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and NWE Logistics Ltd. are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions;
Z. Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June
27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a petroleum
product transshipment contract with NWE Logistics Ltd. (contractor). The total volume of petroleum products to be transshipped may be up to 180.0
kt with the total contract value of up to 77,220.0K rubles (inclusive of VAT)
Transaction price
77,220.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and Sandmark Ltd. are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions;
Z. Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June
27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
- acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a petroleum
product transshipment contract with Sandmark Ltd. (contractor). The total volume of petroleum products to be transshipped may be up to 2,520.0
kt with the total contract value of up to 1,580,040.0K rubles (inclusive of VAT)
Transaction price
1,580,040.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and FSUE Kaliningradskiy Morskoi Rybnyi Port are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions;
Z. Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June
27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a petroleum product
transshipment contract with FSUE Kaliningradskiy Morskoi Rybnyi Port (contractor). The total volume of petroleum products to be transshipped may
be up to 360.0 kt with the total contract value of up to 65,340.0K rubles (inclusive of VAT)
214
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
Transaction price
65,340.0K rubles
(inclusive of VAT)
August 30,
2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and SIA T2 Terminal are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions;
Z. Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June
27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a petroleum
product transshipment contract with SIA T2 Terminal (contractor). The total volume of petroleum products to be transshipped may be up to 360.0
kt with the total contract value of up to 160,380.0K rubles (inclusive of VAT)
Transaction price
160,380.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and OJSC NGK Slavneft are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN
Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Boards of Directors of OJSC RN Holding and OJSC
NGK Slavneft, which are parties to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding,
which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to
the transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions;
I.V. Pavlov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; Z. Runje (since June
27, 2013) Member of the Rosneft Management Board, Member of the Boards of Directors of OJSC RN Holding and OJSC NGK Slavneft, which are parties to the transactions; S.I. Slavinskiy
(since September 18, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since
December 24, 2013) Member of the Rosneft Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a transport forwarding contract with OJSC NGK Slavneft (contractor). The total volume of petroleum products to be transported may be up to 2,600,000.0 tons
and for the total amount of up to 1,040,000.0K rubles (inclusive of VAT)
Transaction price
1,040,000.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and AS VOPAK E.O.S. are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions;
Z. Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June
27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a transshipment
contract with AS VOPAK E.O.S. (contractor). The total volume of petroleum products to be transshipped may be up to 4,375.0 kt with the total
contract value of up to 2,434,971.0K rubles (inclusive of VAT)
Transaction price
2,434,971.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and LLC Terminal are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions;
Z. Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June
27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (successor) from OJSC RN Holding (company) of the rights and responsibilities of the company under a service contract for
processing of associated petroleum gas (APG) and/or natural gas liquids (NGL) with LLC Terminal (processer). The assigned volume of processing
is 5,734,816.0 thousand cubic meters. The contract value associated with the assigned volumes of processing is 9,406,334.0K rubles (inclusive of
VAT). The transaction does not include any mutual settlements between the successor and the company.
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
August 30,
2013
215
Transaction price,
effected transaction
price
Decision
date
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and OJSC Orenburgneft are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions;
Z. Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June
27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (successor) from OJSC RN Holding (company) of the rights and responsibilities of the company under a contract for supply
of associated petroleum gas (APG) from OJSC Orenburgneft (supplier). The assigned volume of supply is 1,253,138.0 thousand cubic meters. The
contract value associated with the assigned volumes of processing is 964,848.0K rubles (inclusive of VAT). The transaction does not include any
mutual settlements between the successor and the company.
August 30,
2013
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and LLC Severnaya Gruzovaya Kompaniya are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions;
Z. Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June
27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a service contract
with LLC Severnaya Gruzovaya Kompaniya (contractor). The total volume of crude oil to be provided for transshipment and transportation may be
up to 36.0 kt with the total contract value of up to 50,338,800.0 rubles (inclusive of VAT)
Transaction price
50,338,800.0 rubles
(inclusive of VAT)
September
30, 2013
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and LLC Dorkomplekt are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions;
Z. Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June
27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a service contract
with LLC Dorkomplekt (contractor). The total volume of crude oil to be provided for transshipment and transportation may be up to 36.0 kt with the
total contract value of up to 37,127,520.0 rubles (inclusive of VAT)
Transaction price
37,127,520.0 rubles
(inclusive of VAT)
September
30, 2013
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and OJSC SG-Trans are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions;
Z. Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June
27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a service contract
with OJSC SG-Trans (contractor). The total volume of LPG to be provided for export transportation may be up to 27.0 kt with the total contract value
of up to 30,543,228.0 rubles (inclusive of VAT)
Transaction price
30,543,228.0 rubles
(inclusive of VAT)
September
30, 2013
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a service contract
with OJSC SG-Trans (contractor). The total volume of LPG to be provided for transportation to the domestic market may be up to 44.0 kt with the
total contract value of up to 59,421,120.0 rubles (inclusive of VAT)
Transaction price
59,421,120.0 rubles
(inclusive of VAT)
September
30, 2013
216
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Transactions where OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) and LLC Intertek Testing Service - Center are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions;
Z. Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June
27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the
Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft
Management Board, President of OJSC RN Holding, which is a party to the transactions
1
Acceptance by Rosneft (new customer) from OJSC RN Holding (customer) of the rights and responsibilities of the customer under a service contract
with LLC Intertek Testing Service - Center (contractor). The total scope of the surveyor services for inspecting the oil cargoes shipped for export
via the seaport of Kavkaz and storage tankers in the Kerch Strait may be up to 1.0 mln tons with the total contract value of up to 11,317,762.0 rubles
(inclusive of VAT)
Transaction price
11,317,762.0 rubles
(inclusive of VAT)
September
30, 2013
Transfer by Rosneft (lessor) for temporary possession and use to OJSC ROSNEFTEGAZ (lessee) of non-residential premises located at 26/1-1 Sofiyskaya Emb., with a total area of 21.4 sq. m for a fee in an amount of 332.16K rubles per year (inclusive of VAT)
Transaction price
332.16K rubles per
year (inclusive of VAT)
Procurement by Rosneft (borrower) of an interest-bearing loan from OJSC Rosneft-Sakhalin (lender) in an amount of 3,500,000.0K rubles for a term
of up to 5 years. The total transaction value inclusive of the interest is 4,725,000.0K rubles
Transaction price
4,725,000.0K rubles
May 6, 2013
Change in the terms and conditions of the transaction for procurement by Rosneft (borrower) of an interest-bearing loan from OJSC Samaraneftekhimproekt (lender) in an amount of 1,100,000.0K rubles at most regarding an increase of the loan amount to 3,000,000.0K rubles and the total
transaction value inclusive of the chargeable interest to 4,050,575.3K rubles
Transaction price
4,050,575.3K rubles
December
24, 2013
Sale by Rosneft (seller) of petroleum products to OJSC Saratovskiy NPZ (buyer) in a quantity of 1,384.0 tons for a total price of 3,837.0K rubles
(inclusive of VAT)
Transaction price
3,837.0K rubles
(inclusive of VAT)
September
30, 2013
Provision by OJSC Saratovskiy NPZ (contractor) of the services to Rosneft (customer) for processing of 2,751.2 kt of crude oil for a compensation
in a total amount of 6,330,511.2K rubles (inclusive of VAT)
Transaction price
6,330,511.2K rubles
(inclusive of VAT)
September
30, 2013
Transactions where OJSC Srednevolzhskiy Nauchno-Issledovatelskiy Institut Po Neftepererabotke (OJSC SvNIINP) is a party
Person/entity related to the transactions:
A.V. Votinov (since June 26, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC SvNIINP, which is a party to the transactions
1
Change in the terms and conditions of the transaction for procurement by Rosneft (borrower) of an interest-bearing loan from OJSC Srednevolzhskiy
Nauchno-Issledovatelskiy Institut Po Neftepererabotke (lender) in an amount of 100,000.0K rubles at most regarding an increase of the loan amount
to 300,000.0K rubles and the total transaction value inclusive of the chargeable interest to 405,057.5K rubles
Transaction price
405,057.5K rubles
December
24, 2013
Provision by OJSC Srednevolzhskiy Nauchno-Issledovatelskiy Institut Po Neftepererabotke (contractor) of the services (performance of the works)
for Rosneft (customer) in the framework of the Summary List of the Target Innovative Projects of Rosneft for a compensation in an amount of
72,003.9K rubles (inclusive of VAT)
Transaction price
72,003.9K rubles
(inclusive of VAT)
December
24, 2013
Sale by Rosneft (Seller) of petroleum products to OJSC Slavneft-YANOS (Buyer) in a quantity of 1.0 kt for a total price of 15,340.0K rubles (inclusive of VAT)
Transaction price
15,340.0K rubles
(inclusive of VAT)
December
24, 2013
Granting by Rosneft (licensor) to OJSC Tomskneft VNK (licensee) of the right to use software and provision of the services for technical support of
the transferred software. The total contract value is 1,140.5K rubles (inclusive of VAT)
Transaction price
1,140.5K rubles
(inclusive of VAT)
December
29, 2012
Granting by OJSC Tomskneft VNK (lender) of an interest-bearing loan to Rosneft (borrower) in an amount of up to 17,000,000.0K rubles for a term
of 5 years. The total transaction value inclusive of the interest is 22,950,000.0K rubles
Transaction price
22,950,000.0K rubles
August 30,
2013
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
217
Transaction price,
effected transaction
price
Decision
date
Performance by OJSC Tomskneft VNK (agent) on its own behalf, upon assignment and at the expense of Rosneft (principal) of the legal and other
actions for arranging preparation of the depletion plans for field development (FDP) in the territory of the Tomsk Oblast for a compensation in an
amount of 53.0K rubles
Transaction price
53.0K rubles
(inclusive of VAT)
November
30, 2013
Supply by OJSC Tomskneft VNK (supplier) of gas to Rosneft (buyer) in a volume of 617.2 mln cubic meters for a total price of 1,279,557.8K rubles
(inclusive of VAT)
Transaction price
1,279,557.8K rubles
(inclusive of VAT)
December
24, 2013
Granting by Rosneft (licensor) to OJSC Udmurtneft (licensee) of the right to use software and provision of the services for technical support of the
transferred software. The total contract value is 2,625.8K rubles (inclusive of VAT)
Transaction price
2,625.8K rubles
(inclusive of VAT)
December
29, 2012
Supply by OJSC Udmurtneft (supplier) of crude oil to Rosneft (buyer) in a volume of 2,331.4 kt for a total price of 26,318,070.33K rubles (inclusive of VAT)
Transaction price
26,318,070.33K rubles
(inclusive of VAT)
December
29, 2012
Performance by Rosneft (consignee) of the actions for Udmurtneft (consignor) associated with domestic sales of crude oil owned by the consignor
in a volume of 1,855.0 kt for a compensation in an amount of 37,669.51K rubles (inclusive of VAT)
Transaction price
37,669.51K rubles
(inclusive of VAT)
December
29, 2012
Change in the terms and conditions of the transaction for a purchase by Rosneft (buyer) of crude oil from OJSC Udmurtneft (supplier) regarding
an increase of the volume of supplied crude to 2,906.3 kt and an increase of the total contract value to 38,973,636.22K rubles (inclusive of VAT)
Transaction price
38,973,636.22K rubles
(inclusive of VAT)
December
24, 2013
Transactions where LLC Arkticheskiy Nauchnyi Center and the company are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ a Rosneft shareholder that owns in excess of 20% of the Companys voting shares (the Subsidiary is an affiliate of OJSC ROSNEFTEGAZ); E.Yu. Khudainatov (until April
30, 2013) Deputy Chairman of the Rosneft Management Board, Chairman of the Board of Directors of LLC Arkticheskiy Nauchnyi Center, which is a party to the transactions; L.V. Kalanda (until
April 30, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of LLC Arkticheskiy Nauchnyi Center, which is a party to the transactions; Z. Runje (since April 30,
2013) Member of the Rosneft Management Board, Member of the Board of Directors of LLC Arkticheskiy Nauchnyi Center, which is a party to the transactions
1
Provision by LLC Arkticheskiy Nauchnyi Center (contractor) of the services (performance of the works) for Rosneft (customer) for carrying out ice
surveys in the Kara Sea for a compensation in an amount of 360,000.0K rubles (inclusive of VAT)
Transaction price
360,000.0K rubles
(inclusive of VAT)
December
29, 2012
Transfer by Rosneft (lessor) for temporary possession and use to LLC Arkticheskiy Nauchnyi Center (lessee) of non-residential premises located at
26/1-1 Sofiyskaya Emb., with a total area of 22.2 sq. m for a fee in an amount of 856.74K rubles per year (inclusive of VAT)
Transaction price
856.74K rubles per
year (inclusive of VAT)
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC Arkticheskiy Nauchnyi Center (lender) in an amount of 650,000.0K rubles
for a term of up to 5 years. The total transaction value inclusive of the interest is 878,000.0K rubles
Transaction price
878,000.0K rubles
May 6, 2013
Provision by Rosneft and/or its affiliates of the services to LLC Arkticheskiy Nauchnyi Center for allocating personnel for a compensation in an
amount of 3,139,287 rubles (inclusive of VAT)
Transaction price
3,139,287 rubles
(inclusive of VAT)
Making by Rosneft (participant) of a cash contribution to the assets of LLC Arkticheskiy Nauchnyi Center (company) in an amount of 6,000.0K rubles
Transaction price
6,000.0K rubles
Transactions where LLC Arkticheskiy Nauchnyi Center and ExxonMobil Oil Corporation are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ a Rosneft shareholder that owns in excess of 20% of the Companys voting shares (the Subsidiary is an affiliate of OJSC ROSNEFTEGAZ); E.Yu. Khudainatov (until April
30, 2013) Deputy Chairman of the Rosneft Management Board, Chairman of the Board of Directors of LLC Arkticheskiy Nauchnyi Center, which is a party to the transactions; L.V. Kalanda (until
April 30, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of LLC Arkticheskiy Nauchnyi Center, which is a party to the transactions; Z. Runje (since April 30,
2013) Member of the Rosneft Management Board, Member of the Board of Directors of LLC Arkticheskiy Nauchnyi Center, which is a party to the transactions
1
Provision by ExxonMobil Oil Corporation and Rosneft for a compensation of technologies to LLC Arkticheskiy Nauchnyi Center (company) for
implementation of the company activity and development of technologies by the company in the framework of the current and future joint projects
of Rosneft and ExxonMobil Oil Corporation. The total transaction value is 460,000.0K rubles
Transaction price
460,000.0K rubles
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC Val Shatskogo (lender) in an amount of 200,000.0K rubles for a term of up
to 5 years. The total transaction value inclusive of the interest is 270,000.0K rubles
Transaction price
270,000.0K rubles
May 6, 2013
Granting by Rosneft (lender) of an interest-bearing loan to LLC Val Shatskogo (borrower) for funding the operating activity in an amount of 1,216,966.05K
rubles for a term of 3 years. The total transaction value inclusive of the interest is 1,582,055.8K rubles
Transaction price
1,582,055.8K rubles
May 6, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-free loan to LLC Val Shatskogo (borrower) for
funding the investment activity in an amount of 1,221,510.0K rubles regarding a decrease of the loan amount to 869,268.8K rubles, introduction
of an interest rate, extension of the loan repayment period and a decrease of the total transaction value inclusive of the chargeable interest to
1,140,052.0K rubles
Transaction price
1,140,052.0K rubles
August 30,
2013
Change in the terms and conditions of the transaction for procurement by Rosneft (borrower) from LLC Val Shatskogo (lender) of an interest-bearing
loan in an amount of 200,000.0K rubles at most regarding an increase of the loan amount to 400,000.0K rubles and the total transaction value
inclusive of the chargeable interest to 540,076.7K rubles
Transaction price
540,076.7K rubles
December
24, 2013
Granting by Rosneft (licensor) to LLC Vostok-Energy (licensee) of the right to use software and provision of the services for technical support of the
transferred software. The total contract value is 246.8K rubles (inclusive of VAT)
Transaction price
246.8K rubles
(inclusive of VAT)
December
29, 2012
Granting by Rosneft (lender) of an interest-bearing loan to LLC Vostok-Energy (borrower) for funding the investment activity in an amount of
292,091.17K rubles for a term of 5 years. The total transaction value inclusive of the interest is 438,136.76K rubles
Transaction price
438,136.76K rubles
May 6, 2013
218
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to LLC Vostok-Energy (borrower)
for funding the investment activity in an amount of 601,939.7K rubles regarding alteration of the interest rate, an increase of the total transaction
value inclusive of the chargeable interest to 869,240.6K rubles and extension of the loan repayment period
Transaction price
869,240.6K rubles
December
24, 2013
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC Dubininskoe (lender) in an amount of 800,000.0K rubles for a term of up
to 5 years. The total transaction value inclusive of the interest is 1,080,000.0K rubles
Transaction price
1,080,000.0K rubles
May 6, 2013
Transfer by LLC Dubininskoe (lessor) for temporary possession and use (lease) to Rosneft (lessee) of the movable and immovable assets - non-residential premises with a total area of 17,591.54 sq. m located in an office building in Moscow, 31A Dubininskaya Street, and the belongings that are
part of the equipped workplaces located in the leased premises for a fee in an amount of 485,526,539.64 rubles (inclusive of VAT)
Transaction price
485,526,539.64 rubles
(inclusive of VAT)
May 6, 2013
Making by Rosneft (participant) of a cash contribution to the assets of LLC Dubininskoe (company) in an amount of 3,921,047K rubles (VAT exempt)
Transaction price
3,921,047.0K rubles
(VAT exempt)
Granting by Rosneft (lender) of an interest-bearing loan to LLC Dubininskoe (borrower) for funding the investment activity in an amount of 187,550.0K
rubles for a term of 3 years. The total transaction value inclusive of the interest is 243,815.0K rubles
Transaction price
243,815.0K rubles
Granting by Rosneft (licensor) to LLC KNPZ-Service (licensee) of the right to use software and provision of the services for technical support of the
transferred software. The total contract value is 58.2K rubles (inclusive of VAT)
Transaction price
58.2K rubles
(inclusive of VAT)
December
29, 2012
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC KNPZ-Service (lender) in an amount of 20,000.0K rubles for a term of up
to 5 years. The total transaction value inclusive of the interest is 27,000.0K rubles
Transaction price
27,000.0K rubles
May 6, 2013
Granting by Rosneft (licensor) to LLC KOMPANIYA POLYARNOE SIYANIE (licensee) of the right to use software and provision of the services for
technical support of the transferred software. The total contract value is 246.8K rubles (inclusive of VAT)
Transaction price
246.8K rubles (inclusive of VAT)
December
29, 2012
Performance by Rosneft (consignee) of the actions for LLC KOMPANIYA POLYARNOE SIYANIE (consignor) associated with export sales of crude oil
owned by the consignor in a volume of up to 60.0 kt for a compensation in an amount of US$ 180,540.0K (inclusive of VAT)
Transaction price
US$ 180,540.0K
(inclusive of VAT)
February 18,
2013
Making by Rosneft (consignee) on its own behalf, upon assignment and at the expense of LLC KOMPANIYA POLYARNOE SIYANIE (consignor) of
the transactions for export sales of crude oil owned by LLC Kompaniya Polyarnoe Siyanie in a volume of 150 kt +/- 10% in 2Q-4Q 2013 and 180 kt
+/- 10% in 2014 for a compensation in an amount of US$ 743,400.0 (inclusive of VAT)
Transaction price
US$ 743,400.0
(inclusive of VAT)
May 6, 2013
Granting by Rosneft (licensor) to LLC Komsomolskneftezavodremstroi (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 105.1K rubles (inclusive of VAT)
Transaction price
105.1K rubles (inclusive
of VAT)
December
29, 2012
Sale by Rosneft (seller) of petroleum products to LLC Krasnoleninskiy Neftepererabatyvayuschiy Zavod (buyer) in a quantity of 20.0 tons for a total
price of 500.0K rubles (inclusive of VAT)
Transaction price
500.0K rubles (inclusive of VAT)
September
30, 2013
Provision by LLC Krasnoleninskiy Neftepererabatyvayuschiy Zavod (contractor) to Rosneft (customer) of the services for processing of 150.0 kt of
crude oil for a compensation in a total amount of 300,000.0K rubles (inclusive of VAT)
Transaction price
300,000.0K rubles
(inclusive of VAT)
September
30, 2013
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC Kynsko-Chaselskoe Neftegaz (lender) in an amount of 500,000.0K rubles
for a term of up to 5 years. The total transaction value inclusive of the interest is 675,000.0K rubles
Transaction price
675,000.0K rubles
May 6, 2013
Performance by LLC NGK ITERA (agent) of the actions for Rosneft (principal) associated with arrangement of transportation of gas in a volume of
1,500.4 mln cubic meters for a compensation in an amount of 1,559,459.65K rubles (inclusive of VAT)
Transaction price
1,559,459.65K rubles
(inclusive of VAT)
February 18,
2013
Sale by Rosneft (seller) of natural and associated gas to LLC NGK ITERA (buyer) in a volume of 1,330.0 mln cubic meters for a total price of
2,624,757.07K rubles (inclusive of VAT)
Transaction price
2,624,757.07K rubles
(inclusive of VAT)
February 18,
2013
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
219
Transaction price,
effected transaction
price
Decision
date
Purchase by Rosneft (buyer) of gas in a volume of 1,500.4 mln cubic meters from LLC NGK ITERA (seller) for a total price of 3,096,633.5K rubles
(inclusive of VAT)
Transaction price
3,096,633.5K rubles
(inclusive of VAT)
February 18,
2013
Granting by Rosneft (lender) of an interest-bearing loan to LLC NGK ITERA (borrower) for funding the investment activity for a term of 3 years in an
amount of up to 61,199,999K rubles. The total transaction value inclusive of the interest will be 79,559,999K rubles
Transaction price
79,559,999K rubles
September
22, 2013
Supply by Rosneft (supplier) to LLC NGK ITERA (buyer) of combustible natural dry stripped gas in a volume of 88,000.0 thousand cubic meters at
most for a total price of 341,700.0K rubles (inclusive of VAT)
Transaction price
341,700.0K rubles
(inclusive of VAT)
November
30, 2013
Making by Rosneft (participant) of an additional cash contribution to the authorized capital of LLC NGK ITERA (company) in an amount of
59,470,776,453.05 rubles
Transaction price
59,470,776,453.05
rubles
December
20, 2013
Transfer by Rosneft (lessor) for temporary possession and use to LLC Neftepromleasing (lessee) of some fixed assets owned by Rosneft for a fee
in an amount of 33.0K rubles per year (inclusive of VAT)
Transaction price
33.0K rubles per year
(inclusive of VAT)
Transactions where LLC Neftepromleasing, CJSC Rosnefteflot and OJSC TsDSS are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ a Rosneft shareholder that owns in excess of 20% of the Companys voting shares (the Subsidiary is an affiliate of OJSC ROSNEFTEGAZ and a party to the transactions);
P.I. Lazarev (since July 9, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of LLC Neftepromleasing, which is a party to the transactions
1
Assignment by LLC Neftepromleasing (customer) to Rosneft (new customer) of the rights and responsibilities of the customer under a contract for
construction of a seagoing vessel priced at EUR 3,872.12K (inclusive of VAT) between LLC Neftepromleasing (customer), CJSC Rosnefteflot (recipient)
and OJSC DTsSS (supplier) for a compensation in an amount of 0.001K rubles.
Transaction price
0.001K rubles
December
24, 2013
Assignment by LLC Neftepromleasing (customer) to Rosneft (new customer) of the rights and responsibilities of the customer under a contract for
construction of a seagoing vessel priced at EUR 3,872.12K (inclusive of VAT) between LLC Neftepromleasing (customer), CJSC Rosnefteflot (recipient)
and OJSC DTsSS (supplier) for a compensation in an amount of 0.001K rubles.
Transaction price
0.001K rubles
December
24, 2013
Assignment by LLC Neftepromleasing (customer) to Rosneft (new customer) of the rights and responsibilities of the customer under a contract for
construction of a seagoing vessel priced at EUR 9,811.34K (inclusive of VAT) between LLC Neftepromleasing (customer), CJSC Rosnefteflot (recipient)
and OJSC DTsSS (supplier) for a compensation in an amount of 0.001K rubles.
Transaction price
0.001K rubles
December
24, 2013
Assignment by LLC Neftepromleasing (customer) to Rosneft (new customer) of the rights and responsibilities of the customer under a contract for
monitoring and supervision of engineering, manufacturing and building of seagoing vessels between LLC Neftepromleasing (customer) and CJSC
Rosnefteflot (contractor) for provision of the services for monitoring the process of manufacturing of the vessels, shipboard and auxiliary equipment
for a total amount of EUR 1,095.709K (inclusive of VAT)
Transaction price
EUR 1,095.709K
(inclusive of VAT)
December
24, 2013
Assignment by LLC Neftepromleasing (customer) to Rosneft (new customer) of the rights and responsibilities of the customer under a contract
for monitoring and supervision of engineering, manufacturing and building of seagoing vessels between LLC Neftepromleasing (customer), CJSC
Rosnefteflot (contractor) for provision of the services for monitoring the process of manufacturing of the vessels, shipboard and auxiliary equipment
for a total amount of EUR 1,376.271K (inclusive of VAT)
Transaction price
EUR 1,376.271K
(inclusive of VAT)
December
24, 2013
Granting by Rosneft (licensor) to LLC NK Rosneft-NTTs (licensee) of the right to use software and provision of the services for technical support of
the transferred software. The total contract value is 5,908.2K rubles (inclusive of VAT)
Transaction price
5,908.2K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC NK Rosneft-NTTs (contractor) of the services to Rosneft (customer) for development and agreement of the Standard Rates of
In-Process Losses in Hydrocarbon Production by Field in the Territory of Rosneft Operations for 2014 for a compensation in an amount of 4,800.0K
rubles (inclusive of VAT)
Transaction price
4,800.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC NK Rosneft-NTTs (contractor) of the services to Rosneft (customer) for evaluating the potential oil and gas content in the eastern
part of the Soberbash-Gunaiskiy synclinorium for a compensation in an amount of 3,000.0K rubles (inclusive of VAT)
Transaction price
3,000.0K rubles
(inclusive of VAT)
March 5,
2013
Provision by LLC NK Rosneft-NTTs (contractor) of the services to Rosneft (customer) for developing the corporate database of the current effective
designed metrics of Rosneft field development for a compensation in an amount of 9,061.0K rubles (inclusive of VAT)
Transaction price
9,061.0K rubles
(inclusive of VAT)
March 5,
2013
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC NK Rosneft-NTTs (lender) in an amount of 950,000.0K rubles for a term of
up to 5 years. The total transaction value inclusive of the interest is 1,283,000.0K rubles
Transaction price
1,283,000.0K rubles
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to LLC NK Rosneft-NTTs (lessee) of some fixed assets owned by Rosneft for a fee in
an amount of 3,417.0K rubles per year (inclusive of VAT)
Transaction price
3,417.0K rubles per
year (inclusive of VAT)
Making by Rosneft (participant) of a cash contribution to the assets of LLC NK Rosneft-NTTs (company) in an amount of 42,506.0K rubles (VAT exempt)
Transaction price
42,506.0K rubles
(VAT exempt)
Provision by LLC NK Rosneft-NTTs (contractor) for a compensation in a total amount of 110,000.0K rubles (inclusive of VAT) of the services to Rosneft (customer) for performing the works (services) that are required for construction of Stage 2 of the Science Center Test Range in the Southern
Federal Circuit:
geotechnical and hydrogeological monitoring, hazardous process and environmental monitoring, ground water monitoring;
design, design and survey works, works to provide designer supervision, adjust the design documents, support and get them approved by the
regulatory and supervisory organizations.
Transaction price
110,000.0K rubles
(inclusive of VAT)
Granting by Rosneft (lender) of an interest-bearing loan to LLC NK Rosneft-NTTs (borrower) in an amount of 4,125,168.5K rubles for a term until
January 31, 2015. The total transaction value inclusive of the interest is 5,230,826.6K rubles
Transaction price
5,230,826.6K rubles
220
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
10
Provision by LLC NK Rosneft - NTTs (contractor) of the services to Rosneft (customer) for development and agreement of the Standard Rates of
In-Process Losses in Hydrocarbon Production by Field in the Territory of Rosneft Operations for 2015 for a compensation in an amount of 5,100.0K
rubles (inclusive of VAT)
Transaction price
5,100.0K rubles
(inclusive of VAT)
November
30, 2013
11
Making by Rosneft (participant) of an additional cash contribution to the authorized capital of LLC NK Rosneft-NTTs (company) in an amount of
4,743,729.75K rubles
Transaction price
4,743,729.75K rubles
December
24, 2013
12
Change in the terms and conditions of the transaction for procurement by Rosneft (borrower) of an interest-bearing loan from LLC NK Rosneft-NTTs
(lender) in an amount of 950,000.0K rubles at most regarding an increase of the loan amount to 3,000,000.0K rubles and the total transaction value
inclusive of the chargeable interest to 4,050,575.3K rubles
Transaction price
4,050,575.3K rubles
December
24, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to LLC NPC (borrower) in an
amount of 398,517.4K rubles regarding an increase of the granted loan amount to 759,247.0K rubles and the total transaction value inclusive of the
chargeable interest to 1,126,493.7K rubles and extension of the loan repayment period
Transaction price
1,126,493.7K rubles
August 2,
2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to LLC NPC (borrower) in an
amount of 1,543,000.0K rubles regarding an increase of the granted loan amount to 6,388,852.8K rubles and the total transaction value inclusive
of the chargeable interest to 9,480,576.2K rubles
Transaction price
9,480,576.2K rubles
August 2,
2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to LLC NPC (borrower) in an amount
of 398,517.4K rubles regarding extension of the loan repayment period and an increase of the total transaction value inclusive of the chargeable
interest to 529,329.5K rubles
Transaction price
529,329.5K rubles
December
24, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of a subordinated loan to LLC Okhabank (borrower) in an
amount of 60,000.0K rubles regarding extension of the loan repayment period, incorporation into the agreement of the new mandatory requirements for subordinated loans as approved by the Bank of Russia and an increase of the total transaction value inclusive of the chargeable interest
to 85,229.6K rubles
Transaction price
85,229.6K rubles
November
30, 2013
Granting by Rosneft (lender) of an interest-bearing loan to LLC PKhK TsSKA (borrower) in an amount of 661,430.0K rubles for a term of 1 year. The
total transaction value inclusive of the interest is 717,651.9K rubles
Transaction price
717,651.9K rubles
December
29, 2012
Granting by Rosneft (licensor) to LLC RN-Abkhazia (licensee) of the right to use software and provision of the services for technical support of the
transferred software. The total contract value is 47.0K rubles (inclusive of VAT)
Transaction price
47.0K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (supplier) of petroleum products to LLC RN-Abkhazia (buyer) in a volume of 62.42 kt for a total price of 2,200,000.0K rubles
(inclusive of VAT)
Transaction price
2,200,000.0K rubles
(inclusive of VAT)
December
29, 2012
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of interest-bearing loans to LLC RN-Abkhazia (borrower) for
funding the investment activity in an amount of 278,220.0K rubles regarding a decrease of the loan amount to 183,830.0K rubles, amendment of
the interest charging procedure, extension of the loan repayment period and a decrease of the total transaction value inclusive of the chargeable
interest to 260,445.3K rubles
Transaction price
260,445.3K rubles
August 30,
2013
Granting by Rosneft (licensor) to LLC RN-Arkhangelsknefteprodukt (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 1,045.6K rubles (inclusive of VAT)
Transaction price
1,045.6K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Arkhangelsknefteprodukt (contractor) of the services to Rosneft (customer) for acceptance, storage and issue of 151.181 kt of
petroleum products owned by the customer for a compensation in an amount of 193,897.192K rubles (inclusive of VAT)
Transaction price
193,897.192K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of petroleum products to LLC RN-Arkhangelsknefteprodukt (buyer) in a volume of 205.551 kt for a total price of 7,921,370.421K
rubles (inclusive of VAT)
Transaction price
7,921,370.421K rubles
(inclusive of VAT)
December
29, 2012
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Arkhangelsknefteprodukt (lender) in an amount of 500,000.0K rubles
for a term of up to 5 years. The total transaction value inclusive of the interest is 675,000.0K rubles
Transaction price
675,000.0K rubles
May 6, 2013
Provision by LLC RN-Arkhangelsknefteprodukt (contractor) of the services to Rosneft (customer) for making berths available for loading operations,
loading and unloading, storage of the cargoes delivered for subsequent bunkering of ships in a volume of 135.0 kt for a compensation in an amount
of 1,350.0K rubles (inclusive of VAT)
Transaction price
1,350.0K rubles
(inclusive of VAT)
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-Arkhangelsknefteprodukt (lessee) of some fixed assets owned by Rosneft
for a fee in an amount of 177,645.0K rubles per year (inclusive of VAT)
Transaction price
177,645.0K rubles per
year (inclusive of VAT)
Performance by LLC RN-Arkhangelsknefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for
arranging registration of the title to and transactions with immovable assets in the territory of the Arkhangelsk Oblast for a compensation in an
amount of 60.0K rubles (inclusive of VAT)
Transaction price
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
221
Transaction price,
effected transaction
price
Decision
date
Performance by LLC RN-Arkhangelsknefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for
arranging land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by the
immovable assets of Rosneft located in the territory of the Arkhangelsk Oblast for a compensation in an amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Provision by LLC RN-Arkhangelsknefteprodukt (contractor) of the services to Rosneft (customer) for upkeeping and maintenance of the mothballed
immovable assets owned by Rosneft that are not engaged in the operating process for a compensation in an amount of 81,929.0K rubles (inclusive of VAT)
Transaction price
81,929.0K rubles
(inclusive of VAT)
10
Performance by LLC RN-Arkhangelsknefteprodukt (agent) upon assignment of Rosneft (principal) on its own behalf and at the expense of Rosneft
or on behalf and at the expense of Rosneft of the actions for arranging execution of the works (provision of the services) for liquidation and mothballing of the fixed assets of an oil terminal owned by Rosneft and located in the region of presence of LLC RN-Arkhangelsknefteprodukt for a
compensation in an amount of 175.0K rubles (inclusive of VAT)
Transaction price
175.0K rubles
(inclusive of VAT)
11
Granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Arkhangelsknefteprodukt (borrower) for funding the operating activity in an
amount of 220,000.0K rubles for a term of up to 2 years. The total transaction value inclusive of the interest is 264,000.0K rubles
Transaction price
264,000.0K rubles
12
Provision by Rosneft (contractor) of the services to LLC RN-Arkhangelsknefteprodukt (customer) associated with insurance of the customers assets,
machines and mechanisms against breakdown, damages resulting from an interruption in the customers operations, arrangement of reinsurance
protection for a compensation in an amount of 205.3K rubles (inclusive of VAT)
Transaction price
205.3K rubles
(inclusive of VAT)
August 2,
2013
13
Performance by LLC RN-Arkhangelsknefteprodukt (agent) on its own behalf upon assignment and at the expense of Rosneft (principal) of the actions
in the framework of the Kara-Summer 2013 marine expedition for a compensation in an amount of 21,341.66 rubles (inclusive of VAT)
Transaction price
21,341.66 rubles
(inclusive of VAT)
November 8,
2013
14
Provision by LLC RN-Arkhangelsknefteprodukt (contractor) to Rosneft (customer) of the services for transshipment of petroleum products in a quantity of up to 1,400.0 kt for subsequent shipment beyond the boundaries of the Russian Federation including forwarding support of the customers
petroleum products for a total amount of up to 543,662.0K rubles (inclusive of VAT)
Transaction price
543,662.0K rubles
(inclusive of VAT)
November
30, 2013
15
Change in the terms and conditions of the transaction for procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Arkhangelsknefteprodukt (lender) in an amount of 675,000.0K rubles at most regarding an increase of the loan amount to 1,000,000.0K rubles and the total
transaction value inclusive of the chargeable interest to 1,350,000.0K rubles
Transaction price
1,350,000.0K rubles
December
24, 2013
Granting by Rosneft (licensor) to LLC RN-Aero (licensee) of the right to use software and provision of the services for technical support of the
transferred software. The total contract value is 494.5K rubles (inclusive of VAT)
Transaction price
494.5K rubles (inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of petroleum products to LLC RN-Aero (buyer) in a volume of 1,176.058 kt for a total price of 36,690,943.919K rubles (inclusive of VAT)
Transaction price
36,690,943.919K
rubles (inclusive of
VAT)
December
29, 2012
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Aero (lender) in an amount of 500,000.0K rubles for a term of up to 5
years. The total transaction value inclusive of the interest is 675,000.0K rubles
Transaction price
675,000.0K rubles
May 6, 2013
Granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Aero (borrower) in an amount of 4,500,000.0K rubles for a term of 10 years. The
total transaction value inclusive of the interest is 8,910,000.0K rubles
Transaction price
8,910,000.0K rubles
Sale by Rosneft (seller) to LLC RN-Aero (buyer) of TS-1, RT fuels in a volume of 1,820.0 kt for a total price of 47,320,000.0K rubles (inclusive of VAT)
Transaction price
47,320,000.0K rubles
(inclusive of VAT)
Change in the terms and conditions of the transaction for granting by LLC RN-Aero (lender) of an interest-bearing loan to Rosneft (borrower) in
an amount of 500,000.0K rubles regarding an increase of the loan amount to 1,100,000.0K rubles and the total transaction value inclusive of the
chargeable interest to 1,485,211.0K rubles
Transaction price
1,485,211.0K rubles
November 8,
2013
Change in the terms and conditions of the transaction for a sale by Rosneft (seller) of petroleum products to LLC RN-Aero (buyer) regarding an
increase of the volume of supplied products to 2,449.42 kt and an increase of the total contract value to 68,583,760.0K rubles
Transaction price
68,583,760.0K rubles
December
24, 2013
Granting by Rosneft (licensor) to LLC RN-Bunker (licensee) of the right to use software and provision of the services for technical support of the
transferred software. The total contract value is 2,353.8K rubles (inclusive of VAT)
Transaction price
2,353.8K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of bunker fuel to LLC RN-Bunker (buyer) in a volume of 1,293.438 kt for a total price of 20,707,206.11K rubles (inclusive of VAT)
Transaction price
20,707,206.11K rubles
(inclusive of VAT)
Change in the terms and conditions of the transaction for a sale by Rosneft (seller) of petroleum products to LLC RN-Bunker (buyer) regarding an
increase of the volume of supplied products to 2,000.0 kt and an increase of the total contract value to 41,000,000.0K rubles
Transaction price
41,000,000.0K rubles
December
24, 2013
Granting by Rosneft (licensor) to LLC RN-Burenie (licensee) of the right to use software and provision of the services for technical support of the
transferred software. The total contract value is 2,446.6K rubles (inclusive of VAT)
Transaction price
2,446.6K rubles
(inclusive of VAT)
December
29, 2012
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Burenie (lender) in an amount of 4,000,000.0K rubles for a term of up
to 5 years. The total transaction value inclusive of the interest is 5,400,000.0K rubles
Transaction price
5,400,000.0K rubles
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-Burenie (lessee) of some fixed assets owned by Rosneft for a fee in an
amount of 10,500.0K rubles per year (inclusive of VAT)
Transaction price
10,500.0K rubles per
year (inclusive of VAT)
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-free loan to LLC RN-Burenie (borrower) for
funding the investment activity in an amount of 8,462,050.3K rubles regarding a decrease of the loan amount to 4,712,260.9K rubles, introduction
of an interest rate, extension of the loan repayment period and a decrease of the total transaction value inclusive of the chargeable interest to
6,025,238.7K rubles
Transaction price
6,025,238.7K rubles
August 30,
2013
222
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-free loan to LLC RN-Burenie (borrower) for
funding the investment activity in an amount of 1,481,240.0K rubles regarding introduction of an interest rate, extension of the loan repayment
period and an increase of the total transaction value inclusive of the chargeable interest to 1,926,017.8K rubles
Transaction price
1,926,017.8K rubles
August 30,
2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-free loan to LLC RN-Burenie (borrower) for
funding the investment activity in an amount of 2,876,600.0K rubles regarding a decrease of the loan amount to 1,899,999.9K rubles, introduction
of an interest rate, extension of the loan repayment period and a decrease of the total transaction value inclusive of the chargeable interest to
2,470,520.5K rubles
Transaction price
2,470,520.5K rubles
August 30,
2013
sale by Rosneft (seller) of diesel fuel to LLC RN-Burenie (buyer) in a volume of 3.85 kt for a total price of 131,920.0K rubles (inclusive of VAT)
Transaction price
131,920.0K rubles
(inclusive of VAT)
November
30, 2013
Granting by Rosneft (licensor) to LLC RN-Vostoknefteprodukt (licensee) of the right to use software and provision of the services for technical support
of the transferred software. The total contract value is 1,279.8K rubles (inclusive of VAT)
Transaction price
1,279.8K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Vostoknefteprodukt (contractor) of the services to Rosneft (customer) for acceptance, storage and issue of 28.93 kt of petroleum
products owned by the customer for a compensation in an amount of 23,156.51K rubles (inclusive of VAT)
Transaction price
23,156.51K rubles
(inclusive of VAT)
December
29, 2012
Assignment by Rosneft (lessee-LLC RN-Vostoknefteprodukt (lessee-of the rights and responsibilities of the lessee under an agreement for leasing
a land plot in the Primorye Region, Vladivostok, settlement of Pospelova (Russkiy island) between Rosneft and the Territorial Division of the Federal
Agency for Management of Federal Property in the Primorye Region. The transaction price is 88.87K rubles (inclusive of VAT)
Transaction price
88.87K rubles
(inclusive of VAT)
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-Vostoknefteprodukt (lessee) of some fixed assets owned by Rosneft for
a fee in an amount of 5,388.0K rubles per year (inclusive of VAT)
Transaction price
5,388.0K rubles per
year (inclusive of VAT)
Performance by LLC RN-Vostoknefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging registration of the title to and transactions with immovable assets in the territory of the Khabarovsk Region for a compensation in an amount
of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Performance by LLC RN-Vostoknefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by the immovable
assets of Rosneft located in the territory of the Khabarovsk Region for a compensation in an amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Sale by Rosneft (seller) to LLC RN-Vostoknefteprodukt (buyer) of petroleum products in the period from June to December 2013 in a volume of
956.02 kt for a total price of 31,765,594K rubles (inclusive of VAT)
Transaction price
31,765,594K rubles
(inclusive of VAT)
Transactions where LLC RN-Vostochnaya Sibir (LLC Tuapsenefteprodukt-Avtoservice prior to April 3, 2013) is a party
Person/entity related to the transactions:
A.V. Votinov (since March 23, 2013) Member of the Rosneft Management Board, General Director of LLC RN-Vostochnaya Sibir, which is a party to the transactions
1
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Vostochnaya Sibir
(borrower) in an amount of 13,500,000.0K rubles regarding extension of the loan repayment period and an increase of the total transaction value
inclusive of the chargeable interest to 15,724,484.4K rubles
Transaction price
15,724,484.4K rubles
Making by Rosneft (participant) of a cash contribution to the assets of LLC RN-Vostochnaya Sibir (company) in an amount of 17,447.5K rubles
Transaction price
17,447.5K rubles
September
12, 2013
Making by Rosneft (participant) of a cash contribution to the authorized capital of LLC RN-Vostochnaya Sibir (company) in an amount of 13,166,928.0K
rubles
Transaction price
13,166,928.0K rubles
September
12, 2013
2.2.2. On Item # 6:
Granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Vostochnaya Sibir (borrower) for a term of 1 year in Russian rubles at the Russian
Central Bank exchange rate for the date of payment in an amount equivalent to US$ 1,833.8 mln. The total transaction value inclusive of the interest
will be an equivalent of US$ 1,907.2 mln
Transaction price
US$ 1,907.2 mln
September
18, 2013
2.2.2. On Item # 6:
Granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Vostochnaya Sibir (borrower) for a term of 1 year in Russian rubles at the Russian
Central Bank exchange rate for the date of payment in an amount equivalent to US$ 220.0 mln. The total transaction value inclusive of the interest
will be an equivalent of US$ 251.31 mln
Transaction price
US$ 251.31 mln
September
18, 2013
Granting by Rosneft (licensor) to LLC RN-Ekaterinburgnefteprodukt (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 435.6K rubles (inclusive of VAT)
Transaction price
435.6K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of petroleum products to LLC RN-Ekaterinburgnefteprodukt (buyer) in a volume of 52.659 kt for a total price of 1,660,649.293K
rubles (inclusive of VAT)
Transaction price
1,660,649.293K rubles
(inclusive of VAT)
December
29, 2012
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Ekaterinburgnefteprodukt (lender) in an amount of 500,000.0K rubles
for a term of up to 5 years. The total transaction value inclusive of the interest is 675,000.0K rubles
Transaction price
675,000.0K rubles
May 6, 2013
Granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Ekaterinburgnefteprodukt (borrower) for funding the operating activity in an
amount of 235,100.0K rubles for a term of up to 2 years. The total transaction value inclusive of the interest is 282,120.0K rubles
Transaction price
282,120.0K rubles
Granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Ekaterinburgnefteprodukt (borrower) for funding the investment activity in an
amount of 3,058.0K rubles for a term of 3 years. The total transaction value inclusive of the interest is 3,975.4K rubles
Transaction price
3,975.4K rubles
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Ekaterinburgnefteprodukt (borrower) for funding the operating activity in an amount of 77,011.5K rubles regarding alteration of the interest rate, a change of the total
transaction value inclusive of the chargeable interest to 29,712.7K rubles and extension of the loan repayment period
Transaction price
29,712.7K rubles
December
24, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Ekaterinburgnefteprodukt (borrower) for funding the operating activity in an amount of 271,000.0K rubles regarding alteration of the interest rate, an increase of the total
transaction value inclusive of the chargeable interest to 137,197.5K rubles and extension of the loan repayment period
Transaction price
137,197.5K rubles
December
24, 2013
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
223
Transaction price,
effected transaction
price
Decision
date
Sale by Rosneft (seller) of petroleum products to LLC RN-Ingushnefteprodukt (buyer) in a volume of 124.9 kt for a total price of 4,773,135.712K rubles
(inclusive of VAT)
Transaction price
4,773,135.712K rubles
(inclusive of VAT)
December
29, 2012
Granting by Rosneft (lender) of an interest-free loan to LLC RN-Ingushnefteprodukt (borrower) for funding the investment activity in an amount of
29,000.0K rubles for a term of 3 years
Transaction price
29,000.0K rubles
May 6, 2013
Granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Ingushnefteprodukt (borrower) for funding the operating activity in an amount of
50,000.0K rubles for a term of up to 2 years. The total transaction value inclusive of the interest is 60,000.0K rubles
Transaction price
60,000.0K rubles
Granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Ingushnefteprodukt (borrower) for funding the investment activity in an amount
of 29,000.0K rubles for a term of 3 years. The total transaction value inclusive of the interest is 37,700.0K rubles
Transaction price
37,700.0K rubles
granting by Rosneft (lender) of an interest-free loan to LLC RN-Ingushnefteprodukt (borrower) for funding the operating activity in an amount of
1,305,900.0K rubles for a term of 3 years
Transaction price
1,305,900.0K rubles
November
30, 2013
making by Rosneft (lender) with LLC RN-Ingushnefteprodukt (borrower, debtor) of a Debt Forgiveness Agreement where the subject matter is
partial relief of LLC RN-Ingushnefteprodukt of the obligation to make repayment to Rosneft of the principal debt of 110,000.0K rubles under a loan
agreement for 394,790.0K rubles.
Transaction price
394,790.0K rubles
November
30, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-free loan to LLC RN-Ingushnefteprodukt
(borrower) for funding the operating activity in an amount of 61,871.0K rubles regarding a change of the total transaction value to 22,180.0K rubles
and extension of the loan repayment period
Transaction price
22,180.0K rubles
December
24, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-free loan to LLC RN-Ingushnefteprodukt
(borrower) for funding the operating activity in an amount of 104,917.4K rubles regarding a change of the total transaction value to 81,811.6K rubles
and extension of the loan repayment period
Transaction price
81,811.6K rubles
December
24, 2013
Making by Rosneft (participant) of a cash contribution to the assets of LLC RN-Inostrannye Investitsii (company) in an amount of 3,000K rubles
(VAT exempt)
Transaction price
3,000K rubles
(VAT exempt)
December
29, 2012
Granting by Rosneft (licensor) to LLC RN-Inform (licensee) of the right to use software and provision of the services for technical support of the
transferred software. The total contract value is 8,430.6K rubles (inclusive of VAT)
Transaction price
8,430.6K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Inform (contractor) of the services to Rosneft (customer) for equipment maintenance for a compensation in an amount of
391,860.0K rubles (inclusive of VAT)
Transaction price
391,860.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Inform (contractor) of the telecommunication and communication services to Rosneft (customer) for a compensation in an
amount of 355,200.0K rubles (inclusive of VAT)
Transaction price
355,200.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Inform (contractor) of the services to Rosneft (customer) for purchasing and installation of IT, telecommunication and metrology
equipment for a compensation in an amount of 800,000.0K rubles (inclusive of VAT)
Transaction price
800,000.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Inform (contractor) for Rosneft (customer) of the consulting and information/inquiry services and the services for improving the
management organization technology for a compensation in an amount of 215,450.0K rubles (inclusive of VAT)
Transaction price
215,450.0K rubles
(inclusive of VAT)
December
29, 2012
Performance by LLC RN-Inform (contractor) of the works for Rosneft (customer) for information system creation, implementation and development
for a compensation in an amount of 2,418,170.0K rubles (inclusive of VAT)
Transaction price
2,418,170.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Inform (contractor) of the services to Rosneft (customer) for information system support for a compensation in an amount of
1,730,290.0K rubles (inclusive of VAT)
Transaction price
1,730,290.0K rubles
(inclusive of VAT)
December
29, 2012
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Inform (lender) in an amount of 1,500,000.0K rubles for a term of up to
5 years. The total transaction value inclusive of the interest is 2,025,000.0K rubles
Transaction price
2,025,000.0K rubles
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-Inform (lessee) of some fixed assets owned by Rosneft for a fee in an
amount of 81,806.0K rubles per year (inclusive of VAT)
Transaction price
81,806.0K rubles per
year (inclusive of VAT)
10
Provision by LLC RN-Inform (contractor) of the telecommunication services to Rosneft (customer) for a compensation in an amount of 112.0K rubles
(inclusive of VAT)
Transaction price
112.0K rubles
(inclusive of VAT)
11
Transfer by LLC RN-Inform (lessor) for temporary possession and use to Rosneft (lessee) of non-residential premises in an office building located at:
Khanty-Manssiyskiy Autonomous Area, Nefteyugansk, Community 3, Building 25, for a fee in an amount of 31.5K rubles per year (inclusive of VAT)
Transaction price
31.5K rubles per year
(inclusive of VAT)
12
Performance by LLC RN-Inform (agent) on its own behalf upon assignment and at the expense of Rosneft (principal) of the actions associated
with arrangement of purchases of the assets and results of intellectual activity that are required to support the business of Rosneft in Information
Technology for a compensation in an amount of 46,512.0K rubles (inclusive of VAT)
Transaction price
46,512.0K rubles
(inclusive of VAT)
December
24, 2013
13
Change in the terms and conditions of the transaction for provision by LLC RN-Inform (contractor) of the services for Rosneft (customer) for information
system support regarding an increase of the amount of compensation to 2,774,234.6K rubles (inclusive of VAT)
Transaction price
2,774,234.6K rubles
(inclusive of VAT)
December
24, 2013
14
Change in the terms and conditions of the transaction for provision by LLC RN-Inform (contractor) of the services for Rosneft (customer) for equipment
maintenance regarding an increase of the amount of compensation to 571,242.4K rubles (inclusive of VAT)
Transaction price
571,242.4K rubles
(inclusive of VAT)
December
24, 2013
224
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
15
Change in the terms and conditions of the transaction for provision by LLC RN-Inform (contractor) for Rosneft (customer) of the telecommunication
and communication services regarding an increase of the amount of compensation to 464,359.3K rubles (inclusive of VAT)
Transaction price
464,359.3K rubles
(inclusive of VAT)
December
24, 2013
16
Change in the terms and conditions of the transaction for provision by LLC RN-Inform (contractor) for Rosneft (customer) of the consulting, information/inquiry services, services for improving the management organization technology regarding an increase of the amount of compensation
to 458,774.9K rubles (inclusive of VAT)
Transaction price
458,774.9K rubles
(inclusive of VAT)
December
24, 2013
Granting by Rosneft (licensor) to LLC RN-Kemerovonefteprodukt (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 317.5K rubles (inclusive of VAT)
Transaction price
317.5K rubles (inclusive
of VAT)
December
29, 2012
Sale by Rosneft (seller) of petroleum products to LLC RN-Kemerovonefteprodukt (buyer) in a volume of 245.676 kt for a total price of 8,579,816.472K
rubles (inclusive of VAT)
Transaction price
8,579,816.472K rubles
(inclusive of VAT)
December
29, 2012
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Kemerovonefteprodukt (lender) in an amount of 950,000.0K rubles for
a term of up to 5 years. The total transaction value inclusive of the interest is 1,283,000.0K rubles
Transaction price
1,283,000.0K rubles
May 6, 2013
Granting by Rosneft (lender) of an interest-free loan to LLC RN-Kemerovonefteprodukt (borrower) for funding the investment activity in an amount
of 59,000.0K rubles for a term of 3 years
Transaction price
59,000.0K rubles
May 6, 2013
Granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Kemerovonefteprodukt (borrower) for funding the operating activity in an amount
of 703,000.0K rubles for a term of up to 2 years. The total transaction value inclusive of the interest is 843,600.0K rubles
Transaction price
843,600.0K rubles
Granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Kemerovonefteprodukt (borrower) for funding the investment activity in an amount
of 59,000.0K rubles for a term of 3 years. The total transaction value inclusive of the interest is 76,700.0K rubles
Transaction price
76,700K rubles
Granting by Rosneft (licensor) to LLC RN-Komsomolskiy NPZ (licensee) of the right to use software and provision of the services for technical support
of the transferred software. The total contract value is 2,997.9K rubles (inclusive of VAT)
Transaction price
2,997.9K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of petroleum products to LLC RN-Komsomolskiy NPZ (buyer) in a volume of 23.337 kt for a total price of 38,245.345K rubles
(inclusive of VAT)
Transaction price
38,245.345K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Komsomolskiy NPZ (contractor) of the services to Rosneft (customer) for processing of 6,200.00 kt of crude oil for a compensation in an amount of 9,876,600.00K rubles (inclusive of VAT)
Transaction price
9,876,600.00K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Komsomolskiy NPZ (contractor) of legal services to Rosneft (customer) for a compensation in an amount of 1,929.6K rubles
(inclusive of VAT)
Transaction price
1,929.6K rubles
(inclusive of VAT)
May 6, 2013
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Komsomolskiy NPZ (lender) in an amount of 150,000.0K rubles for a
term of up to 5 years. The total transaction value inclusive of the interest is 203,000.0K rubles
Transaction price
203,000.0K rubles
May 6, 2013
Performance by LLC RN-Komsomolskiy NPZ (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
registration of the title to and transactions with immovable assets in the territory of the Khabarovsk Region for a compensation in an amount of
60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Performance by LLC RN-Komsomolskiy NPZ (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by the immovable
assets of Rosneft located in the territory of the Khabarovsk Region for a compensation in an amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles (inclusive
of VAT)
Performance by LLC RN-Komsomolskiy NPZ (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
the disposal of the non-core assets of Rosneft and the assets that are not engaged in the operating process for a compensation in an amount of
20.0K rubles (inclusive of VAT)
Transaction price
20.0K rubles
(inclusive of VAT)
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-Komsomolskiy NPZ (lessee) of some fixed assets owned by Rosneft for a
fee in an amount of 3,044,211.0K rubles per year (inclusive of VAT)
Transaction price
3,044,211.0K rubles per
year (inclusive of VAT)
10
Provision by Rosneft (contractor) of the services to LLC RN-Komsomolskiy NPZ (customer) associated with insurance of the customers assets,
machines and mechanisms against breakdown, damages resulting from an interruption in the customers operations, arrangement of reinsurance
protection for a compensation in an amount of 1,073.2K rubles (inclusive of VAT)
Transaction price
1,073.2K rubles
(inclusive of VAT)
August 2,
2013
11
Change in the terms and conditions of the transaction for provision by LLC RN-Komsomolskiy NPZ (contractor) of the services to Rosneft (customer)
for processing oil in a volume of 6,200.0 kt regarding an increase of the volume of processing to 7,292.662 kt of oil and the compensation amount
to 12,052,364.004K rubles (inclusive of VAT)
Transaction price
12,052,364.004K
rubles (inclusive of
VAT)
December
24, 2013
Granting by Rosneft (licensor) to LLC RN-Krasnodarneftegaz (licensee) of the right to use software and provision of the services for technical support
of the transferred software. The total contract value is 3,667.1K rubles (inclusive of VAT)
Transaction price
3,667.1K rubles (inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of natural and associated gas to LLC RN-Krasnodarneftegaz (buyer) in a volume of 371.87 mln cubic meters for a total price
of 1,039,094.0K rubles (inclusive of VAT)
Transaction price
1,039,094.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Krasnodarneftegaz (contractor) of the services to Rosneft (customer) for transportation of oil in a volume of 31.8 kt for a compensation in an amount of 984.5K rubles (inclusive of VAT)
Transaction price
984.5K rubles (inclusive of VAT)
December
29, 2012
Provision by LLC RN-Krasnodarneftegaz (contractor) of the services to Rosneft (customer) for production in the oil and gas fields, where the development licenses are owned by the customer, of oil, gas condensate, natural and associated gas and handover of the produced hydrocarbon
resources to the customer for subsequent sale for a compensation in an amount of 9,596,749.3K rubles (inclusive of VAT)
Transaction price
9,596,749.3K rubles
(inclusive of VAT)
December
29, 2012
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
225
Transaction price,
effected transaction
price
Decision
date
Performance by LLC RN-Krasnodarneftegaz (consignee) of the actions for Rosneft (consignor) associated with sales of gas in a volume of 362.518
mln cubic meters for a compensation in an amount of 12,544.3K rubles (inclusive of VAT)
Transaction price
12,544.3K rubles
(inclusive of VAT)
December
29, 2012
Performance by LLC RN-Krasnodarneftegaz (agent) of the actions for Rosneft (principal) associated with preparation and carrying out of the final
stages of the Best in Profession, Best Geologist, Best Process Engineer 2012 Contests among the blue collar employees of Rosneft subsidiaries
for a compensation in an amount of 12.907K rubles (inclusive of VAT)
Transaction price
12.907K rubles (inclusive of VAT)
December
29, 2012
Performance by LLC RN-Krasnodarneftegaz (agent) for a compensation in an amount of 13,708.8K rubles (inclusive of VAT) of the actions for Rosneft
(principal) associated with arrangement of the following in the territory of the Krasnodar Region:
development of the projects for abandonment (suspension) of the wells owned by Rosneft;
preparation of the depletion plans for field development (FDP), integrated projects and current development monitoring of the fields owned by Rosneft;
execution of exploration works on the license areas owned by Rosneft.
Transaction price
13,708.8K rubles
(inclusive of VAT)
March 5,
2013
Provision by LLC RN-Krasnodarneftegaz (contractor) of legal services to Rosneft (customer) for a compensation in an amount of 1,120.8K rubles
(inclusive of VAT)
Transaction price
1,120.8K rubles
(inclusive of VAT)
May 6, 2013
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Krasnodarneftegaz (lender) in an amount of 150,000.0K rubles for a
term of up to 5 years. The total transaction value inclusive of the interest is 203,000.0K rubles
Transaction price
203,000.0K rubles
May 6, 2013
10
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-Krasnodarneftegaz (lessee) of some fixed assets owned by Rosneft for a
fee in an amount of 1,393,385.0K rubles per year (inclusive of VAT)
Transaction price
1,393,385.0K rubles
per year (inclusive
of VAT)
11
Performance by LLC RN-Krasnodarneftegaz (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging registration of the title to and transactions with immovable assets in the territory of the Krasnodar Region for a compensation in an amount of
60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
12
Performance by LLC RN-Krasnodarneftegaz (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by the immovable
assets of Rosneft located in the territory of the Krasnodar Region for a compensation in an amount of 1,200.0K rubles (inclusive of VAT)
Transaction price
1,200.0K rubles
(inclusive of VAT)
13
Performance by LLC RN-Krasnodarneftegaz (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
the disposal of the non-core assets of Rosneft and the assets that are not engaged in the operating process for a compensation in an amount of
120.0K rubles (inclusive of VAT)
Transaction price
120.0K rubles
(inclusive of VAT)
14
Provision by LLC RN-Krasnodarneftegaz (contractor) of the services to Rosneft (customer) for upkeeping and maintenance of the mothballed immovable assets owned by Rosneft that are not engaged in the operating process for a compensation in an amount of 9,250.0K rubles (inclusive of VAT)
Transaction price
9,250.0K rubles
(inclusive of VAT)
15
Performance by LLC RN-Krasnodarneftegaz (agent) upon assignment of Rosneft (principal) on its own behalf and at the expense of Rosneft or on
behalf and at the expense of Rosneft of the actions for arranging execution of the works (provision of the services) for abandonment and suspension
of some wells, liquidation and mothballing of some fixed assets owned by Rosneft and located in the region of presence of LLC RN-Krasnodarneftegaz for a compensation in an amount of 2,051.0K rubles (inclusive of VAT)
Transaction price
2,051.0K rubles
(inclusive of VAT)
16
Provision by LLC RN-Krasnodarneftegaz (keeper) of the services to Rosneft (depositor) for storage of the documents of the Rosneft Representative
Office in Northern Caucasia for a compensation in an amount of 560.0K rubles (inclusive of VAT)
Transaction price
560.0K rubles
(inclusive of VAT)
17
Provision by LLC RN-Krasnodarneftegaz (contractor) of the services (performance of the works) to Rosneft (customer) for maintaining the proper
operating condition of the non-residential premises located at Krasnodar, 47 Kubanskaya Naberezhnaya Street, which are owned by Rosneft, for
a compensation in an amount of 3,641.0K rubles (inclusive of VAT)
Transaction price
3,641.0K rubles
(inclusive of VAT)
18
Performance by LLC RN-Krasnodarneftegaz (agent) on its own behalf upon assignment and at the expense of Rosneft (principal) for a compensation
in an amount of 1,336.2K rubles (inclusive of VAT) of the actions for arranging:
-
neutralization (processing) and final disposal of at least 26.357 kt of oily waste
-
remediation of the disturbed land upon elimination of at least 2 temporary sludge collectors with a total area of at least 2.74 ha and
delivery of the remediated land plots to the land users and owners (if necessary)
-
development of the remediation designs for the pits and produced water settling ponds in an amount of at least 17 designs
-
supervision for neutralization and final disposal of oily waste, elimination and remediation of temporary sludge collectors
Transaction price
1,336.2K rubles
(inclusive of VAT)
August 30,
2013
19
Sale by Rosneft (seller) of natural and associated gas to LLC RN-Krasnodarneftegaz (buyer) in a volume of 258.6 mln cubic meters for a total price
of 743,467.0K rubles (inclusive of VAT)
Transaction price
743,467.0K rubles
(inclusive of VAT)
December
24, 2013
20
Performance by LLC RN-Krasnodarneftegaz (consignee) on its own behalf, upon assignment and at the expense of Rosneft (consignor) of the actions
for selling gas in a volume of 14.9 mln cubic meters for a compensation in an amount of 769.76K rubles (inclusive of VAT)
Transaction price
769.76K rubles
(inclusive of VAT)
December
24, 2013
Granting by Rosneft (licensor) to LLC RN-Krasnoyarsknefteprodukt (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 489.4K rubles (inclusive of VAT)
Transaction price
489.4K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of petroleum products to LLC Krasnoyarsknefteprodukt (buyer) in a volume of 1,080.063 kt for a total price of 37,297,148.735K
rubles (inclusive of VAT)
Transaction price
37,297,148.735K rubles
(inclusive of VAT)
December
29, 2012
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Krasnoyarsknefteprodukt (lender) in an amount of 900,000.0K rubles
for a term of up to 5 years. The total transaction value inclusive of the interest is 1,215,000.0K rubles
Transaction price
1,215,000.0K rubles
May 6, 2013
Sale by Rosneft (seller) of petroleum products to LLC RN-Krasnoyarsknefteprodukt (buyer) in a volume of 516.900 kt for a total price of 13,314,871.300K
rubles (inclusive of VAT)
Transaction price
13,314,871.300K rubles
(inclusive of VAT)
Granting by Rosneft (licensor) to LLC RN-KrasnoyarskNIPIneft (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 9,011.4K rubles (inclusive of VAT)
226
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
Transaction price
9,011.4K rubles (inclusive of VAT)
December
29, 2012
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Change in the terms and conditions of the transaction for provision by LLC RN-KrasnoyarskNIPIneft (contractor) of the services (performance of
the works) for Rosneft (customer) for developing the geomechanical modeling technology to optimize the drilling processes and develop fractured
reservoirs regarding an increase of the amount of the contractors compensation to 62,000.0K rubles (inclusive of VAT)
Transaction price
62,000.0K rubles
(inclusive of VAT)
February 18,
2013
Provision by LLC RN-KrasnoyarskNIPIneft (contractor) of the services to Rosneft (customer) for uploading and storage of seismic information in the
Rosneft Corporate Seismic Information Storage Center for a compensation in an amount of 7,000.0K rubles (inclusive of VAT)
Transaction price
7,000.0K rubles
(inclusive of VAT)
March 5,
2013
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-KrasnoyarskNIPIneft (lender) in an amount of 500,000.0K rubles for a
term of up to 5 years. The total transaction value inclusive of the interest is 675,000.0K rubles
Transaction price
675,000.0K rubles
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-KrasnoyarskNIPIneft (lessee) of some fixed assets owned by Rosneft for
a fee in an amount of 180.0K rubles per year (inclusive of VAT)
Transaction price
180.0K rubles per year
(inclusive of VAT)
Provision by LLC RN-KrasnoyarskNIPIneft (contractor) of the services to Rosneft (customer) for uploading, storage and maintenance of the results
of processing the seismic information on the Arctic shelf to the Rosneft Seismic Information Storage Center for a compensation in an amount of
1,017.55K rubles (inclusive of VAT)
Transaction price
1,017.55K rubles
(inclusive of VAT)
November 8,
2013
Granting by Rosneft (licensor) to LLC RN-Nakhodkanefteprodukt (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 2,061.0K rubles (inclusive of VAT)
Transaction price
2,061.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Nakhodkanefteprodukt (contractor) of the services to Rosneft (customer) for making berths available for loading operations
during petroleum product export and for loading, unloading and storage of the petroleum products to be supplied for export in a total volume of
3.475 mln tons for a compensation in an amount of 910,000.0K rubles (inclusive of VAT)
Transaction price
910,000.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Nakhodkanefteprodukt (contractor) of the services to Rosneft (customer) for acceptance, storage and issue of petroleum
products in a quantity of 703.172 kt for a compensation in an amount of 21,573.317K rubles (inclusive of VAT)
Transaction price
21,573.317K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Nakhodkanefteprodukt (contractor) of legal services to Rosneft (customer) for a compensation in an amount of 1,950.0K
rubles (inclusive of VAT)
Transaction price
1,950.0K rubles
(inclusive of VAT)
May 6, 2013
Provision by LLC RN-Nakhodkanefteprodukt (contractor) of the services to Rosneft (customer) for making berths available for loading operations,
loading and unloading, storage of the cargoes delivered for subsequent bunkering of ships in a volume of 1.2 mln tons for a compensation in an
amount of 350,000.0K rubles (inclusive of VAT)
Transaction price
350,000.0K rubles
(inclusive of VAT)
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-Nakhodkanefteprodukt (lessee) of some fixed assets owned by Rosneft
for a fee in an amount of 491,940.0K rubles per year (inclusive of VAT)
Transaction price
491,940.0K rubles per
year (inclusive of VAT)
Performance by LLC RN-Nakhodkanefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for
arranging registration of the title to and transactions with immovable assets in the territory of the Primorye Region for a compensation in an amount
of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Performance by LLC RN-Nakhodkanefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for
arranging land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by the
immovable assets of Rosneft located in the territory of the Primorye Region for a compensation in an amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Performance by LLC RN-Nakhodkanefteprodukt (agent) upon assignment and at the expense of Rosneft (principal) of the actions for maintenance
in proper condition of immovable assets (protective structure - shelter) and implementation of any other actions associated with Rosnefts execution
of its obligations under an agreement on the rights and responsibilities in relation to the civil defense facilities and belongings and carrying out of
civil defense activities for a compensation in an amount of 8,288.0K rubles (inclusive of VAT)
Transaction price
8,288.0K rubles
(inclusive of VAT)
10
Performance by LLC RN-Nakhodkanefteprodukt (agent) upon assignment of Rosneft (principal) on its own behalf and at the expense of Rosneft or
on behalf and at the expense of Rosneft of the actions for arranging execution of the works (provision of the services) for liquidation and mothballing
of some retail sites and fixed assets owned by Rosneft and located in the region of presence of LLC RN-Nakhodkanefteprodukt for a compensation
in an amount of 793.0K rubles (inclusive of VAT)
Transaction price
793.0K rubles
(inclusive of VAT)
11
Transfer by Rosneft (seller) to the ownership of LLC RN-Nakhodkanefteprodukt (buyer) of movable assets owned by Rosneft for a fee in an amount
of 1,521.52K rubles (inclusive of VAT)
Transaction price
1,521.52K rubles
(inclusive of VAT)
12
Provision by Rosneft (contractor) of the services to LLC RN-Nakhodkanefteprodukt (customer) associated with insurance of the customers assets,
machines and mechanisms against breakdown, damages resulting from an interruption in the customers operations, arrangement of reinsurance
protection for a compensation in an amount of 169.9K rubles (inclusive of VAT)
Transaction price
169.9K rubles
(inclusive of VAT)
August 2,
2013
13
Provision by LLC RN-Nakhodkanefteprodukt (contractor) of the services to Rosneft (customer) for transshipping petroleum products in a volume of
up to 6,000.0 kt for subsequent shipment beyond the boundaries of the Russian Federation for a compensation in an amount of up to 1,550,500.0K
rubles (inclusive of VAT)
Transaction price
1,550,500.0K rubles
(inclusive of VAT)
November
30, 2013
14
Change in the terms and conditions of the transaction for provision by LLC RN-Nakhodkanefteprodukt (contractor) of the services to Rosneft
(customer) for transshipment, making berths available for loading operations, storage of the cargoes delivered for subsequent bunkering of ships
in a volume of 1.2 mln tons regarding an increase of the transshipped cargo volume to 1.95 mln tons and the contractors compensation amount
to 600,000.0K rubles (inclusive of VAT)
Transaction price
600,000.0K rubles
(inclusive of VAT)
November
30, 2013
15
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Nakhodkanefteprodukt (lender) in an amount of 1,000,000.0K rubles
for a term of up to 5 years. The total transaction value inclusive of the interest will be 1,350,000.0K rubles
Transaction price
1,350,000.0K rubles
December
24, 2013
Granting by Rosneft (licensor) to LLC RN-Novosibirsknefteprodukt (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 376.6K rubles (inclusive of VAT)
Transaction price
376.6K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of petroleum products to LLC RN-Novosibirsknefteprodukt (buyer) in a volume of 82.014 kt for a total price of 1,938,042.747K
rubles (inclusive of VAT)
Transaction price
1,938,042.747K rubles
(inclusive of VAT)
December
29, 2012
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
227
Transaction price,
effected transaction
price
Decision
date
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Novosibirsknefteprodukt (lender) in an amount of 500,000.0K rubles
for a term of up to 5 years. The total transaction value inclusive of the interest is 675,000.0K rubles
Transaction price
675,000.0K rubles
May 6, 2013
Granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Novosibirsknefteprodukt (borrower) for funding the operating activity in an amount
of 619,800.0K rubles for a term of up to 2 years. The total transaction value inclusive of the interest is 743,760.0K rubles
Transaction price
743,760.0K rubles
Granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Novosibirsknefteprodukt (borrower) for funding the investment activity in an
amount of 341,297.0K rubles for a term of 3 years. The total transaction value inclusive of the interest is 443,686.1K rubles
Transaction price
443,686.1K rubles
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-free loan to LLC RN-Novosibirsknefteprodukt
(borrower) for funding the operating activity in an amount of 274,080.6K rubles regarding establishment of an interest rate, a change of the total
transaction value inclusive of the chargeable interest to 55,726.0K rubles and extension of the loan repayment period
Transaction price
55,726.0K rubles
December
24, 2013
Granting by Rosneft (licensor) to LLC RN-Pozharnaya Bezopasnost (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 200.5K rubles (inclusive of VAT)
Transaction price
200.5K rubles
(inclusive of VAT)
December
29, 2012
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Pozharnaya Bezopasnost (lender) in an amount of 450,000.0K rubles
for a term of up to 5 years. The total transaction value inclusive of the interest is 608,000.0K rubles
Transaction price
608,000.0K rubles
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-Pozharnaya Bezopasnost (lessee) of some fixed assets owned by Rosneft
for a fee in an amount of 12,500.0K rubles per year (inclusive of VAT)
Transaction price
12,500.0K rubles per
year (inclusive of VAT)
making by Rosneft (participant) of a cash contribution to the assets of LLC RN-Pozharnaya Bezopasnost (company) in an amount of 185,935,330.92
rubles (VAT exempt)
Transaction price
185,935,330.92 rubles
(VAT exempt)
November 8,
2013
Granting by Rosneft (licensor) to LLC RN-Primorskiy NPZ (licensee) of the right to use software and provision of the services for technical support
of the transferred software. The total contract value is 140.8K rubles (inclusive of VAT)
Transaction price
140.8K rubles
(inclusive of VAT)
December
29, 2012
Granting by Rosneft (licensor) to LLC RN-Purneftegaz (licensee) of the right to use software and provision of the services for technical support of
the transferred software. The total contract value is 6,316.5K rubles (inclusive of VAT)
Transaction price
6,316.5K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of natural gas to LLC RN-Purneftegaz (buyer) in a volume of 453.0 mln cubic meters for a total price of 422,000.0K rubles
(inclusive of VAT)
Transaction price
422,000.0K rubles
(inclusive of VAT)
December
29, 2012
Performance by LLC RN-Purneftegaz (consignee) of the actions for Rosneft (consignor) associated with sales of crude oil in a volume of 21.5 kt for
a compensation in an amount of 2,722.1K rubles (inclusive of VAT)
Transaction price
2,722.1K rubles
(inclusive of VAT)
December
29, 2012
Performance by LLC RN-Purneftegaz (consignee) of the actions for Rosneft (consignor) associated with sales of gas in a volume of 112.0 mln cubic
meters for a compensation in an amount of 960.0K rubles (inclusive of VAT)
Transaction price
960.0K rubles (inclusive of VAT)
December
29, 2012
Provision by LLC RN-Purneftegaz (contractor) of the services to Rosneft (customer) for production in the oil and gas fields, where the development
licenses are owned by the customer, of oil, gas condensate, natural and associated gas and handover of the produced hydrocarbon resources to
the customer for subsequent sale for a compensation in an amount of 42,277,074.9K rubles (inclusive of VAT)
Transaction price
42,277,074.9K rubles
(inclusive of VAT)
December
29, 2012
Performance by LLC RN-Purneftegaz (agent) of the actions for Rosneft (principal) associated with arrangement of execution of pilot works in the
framework of the Target Innovative Projects for a compensation in an amount of 15,581.0K rubles (inclusive of VAT)
Transaction price
15,581.0K rubles
(inclusive of VAT)
February 18,
2013
Performance by LLC RN-Purneftegaz (agent) for a compensation in an amount of 22,301.0K rubles (inclusive of VAT) of the actions for Rosneft
(principal) associated with arrangement of the following in the territory of the Yamalo-Nenetskiy Autonomous Area:
preparation of the depletion plans for field development (FDP), integrated projects and current development monitoring of the fields owned by Rosneft;
execution of exploration works on the license areas owned by Rosneft.
Transaction price
22,301.0K rubles
(inclusive of VAT)
March 5,
2013
Provision by LLC RN-Purneftegaz (contractor) of legal services to Rosneft (customer) for a compensation in an amount of 4,500.0K rubles (inclusive of VAT)
Transaction price
4,500.0K rubles
(inclusive of VAT)
May 6, 2013
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Purneftegaz (lender) in an amount of 1,500,000.0K rubles for a term of
up to 5 years. The total transaction value inclusive of the interest is 2,025,000.0K rubles
Transaction price
2,025,000.0K rubles
May 6, 2013
10
Performance by LLC RN-Purneftegaz (agent) on its own behalf upon assignment and at the expense of Rosneft (principal) of the actions for arranging pilot development of PK1 reservoir in the Severo-Komsomolskoe field for a compensation in an amount of 8,500.0K rubles (inclusive of VAT)
Transaction price
8,500.0K rubles
(inclusive of VAT)
11
Transfer by Rosneft (lessee) for temporary possession and use to LLC RN-Purneftegaz (sub-lessee) of the wells that belong to the federal property
and are located in the territory of the Yamalo-Nenetskiy Autonomous Area for a fee in an amount of 47,000.0K rubles per year (inclusive of VAT)
Transaction price
47,000.0K rubles per
year (inclusive of VAT)
12
Performance by LLC RN-Purneftegaz (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
registration of the title to and transactions with immovable assets in the territory of the Yamalo-Nenetskiy Autonomous Area for a compensation
in an amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
13
Performance by LLC RN-Purneftegaz (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging land
management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by the immovable assets
of Rosneft located in the territory of the Yamalo-Nenetskiy Autonomous Area for a compensation in an amount of 9,120.0K rubles (inclusive of VAT)
Transaction price
9,120.0K rubles
(inclusive of VAT)
14
Performance by LLC RN-Purneftegaz (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
the disposal of the non-core assets of Rosneft and the assets that are not engaged in the operating process for a compensation in an amount of
170.0K rubles (inclusive of VAT)
Transaction price
170.0K rubles
(inclusive of VAT)
228
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
15
Provision by LLC RN-Purneftegaz (contractor) of the services to Rosneft (customer) for upkeeping and maintenance of the mothballed immovable
assets owned by Rosneft that are not engaged in the operating process for a compensation in an amount of 268,948.0K rubles (inclusive of VAT)
Transaction price
268,948.0K rubles
(inclusive of VAT)
16
Performance by LLC RN-Purneftegaz (agent) upon assignment of Rosneft (principal) on its own behalf and at the expense of Rosneft or on behalf
and at the expense of Rosneft of the actions for arranging execution of the works (provision of the services) for abandonment and suspension of
some wells, liquidation and mothballing of some fixed assets owned by Rosneft and located in the region of presence of LLC RN-Purneftegaz for
a compensation in an amount of 2,720.0K rubles (inclusive of VAT)
Transaction price
2,720.0K rubles
(inclusive of VAT)
17
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-Purneftegaz (lessee) of some fixed assets owned by Rosneft for a fee in
an amount of 15,401,513.0K rubles per year (inclusive of VAT)
Transaction price
15,401,513.0K rubles
per year (inclusive
of VAT)
18
Transfer by Rosneft (seller) to the ownership of LLC RN-Purneftegaz (buyer) of some movable assets owned by Rosneft for a fee in an amount of
1,180.0K rubles (inclusive of VAT)
Transaction price
1,180.0K rubles
(inclusive of VAT)
19
Provision by Rosneft (contractor) of the services to LLC RN-Purneftegaz (customer) associated with insurance of the customers assets, machines
and mechanisms against breakdown, damages resulting from an interruption in the customers operations, arrangement of reinsurance protection
for a compensation in an amount of 783.5K rubles (inclusive of VAT)
Transaction price
783.5K rubles
(inclusive of VAT)
August 2,
2013
20
Performance by LLC RN-Purneftegaz (agent) on its own behalf upon assignment and at the expense of Rosneft (principal) for a compensation in an
amount of 2,465.7K rubles (inclusive of VAT) of the actions for arranging:
stocktaking (at least 11 waste pits) of waste (drill cuttings) disposal sites
remediation of at least 11 waste pits with a total area of at least 4.662 ha with processing of at least 47.609 thousand m3 (71.420 kt) of drill cuttings
supervision of the waste pit remediation works (including drill cuttings processing)
Transaction price
2,465.7K rubles
(inclusive of VAT)
August 30,
2013
21
Sale by Rosneft (seller) of natural and associated gas to LLC RN-Purneftegaz (buyer) in a volume of 427.7 mln cubic meters for a total price of
428,892.8K rubles (inclusive of VAT)
Transaction price
428,892.8K rubles
(inclusive of VAT)
December
24, 2013
22
Performance by LLC RN-Purneftegaz (consignee) on its own behalf, upon assignment and at the expense of Rosneft (consignor) of the actions for
selling gas in a volume of 118.5 mln cubic meters for a compensation in an amount of 3,116.46K rubles (inclusive of VAT)
Transaction price
3,116.46K rubles
(inclusive of VAT)
December
24, 2013
Granting by Rosneft (licensor) to LLC RN-Sakhalinmorneftegaz (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 3,233.0K rubles (inclusive of VAT)
Transaction price
3,233.0K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of crude oil to LLC RN-Sakhalinmorneftegaz (buyer) in a volume of 0.345 kt for a total price of 4,388.12K rubles (inclusive of VAT)
Transaction price
4,388.12K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of natural and associated gas to LLC RN-Sakhalinmorneftegaz (buyer) in a volume of 154.0 mln cubic meters for a total price
of 325,104.6K rubles (inclusive of VAT)
Transaction price
325,104.6K rubles
(inclusive of VAT)
December
29, 2012
Performance by LLC RN-Sakhalinmorneftegaz (consignee) of the actions for Rosneft (consignor) associated with sales of crude oil in a volume of
8.3 kt for a compensation in an amount of 2,118.0K rubles (inclusive of VAT)
Transaction price
2,118.0K rubles
(inclusive of VAT)
December
29, 2012
Performance by LLC RN-Sakhalinmorneftegaz (consignee) of the actions for Rosneft (consignor) associated with sales of gas in a volume of 239.0
mln cubic meters for a compensation in an amount of 2,408.8K rubles (inclusive of VAT)
Transaction price
2,408.8K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Sakhalinmorneftegaz (contractor) of the services to Rosneft (customer) for transportation of oil in a volume of 1,549.05 kt for
a compensation in an amount of 1,529,361.6K rubles (inclusive of VAT)
Transaction price
1,529,361.6K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Sakhalinmorneftegaz (contractor) of the services to Rosneft (customer) for transportation of gas in a volume of 393.0 mln cubic
meters by the gas pipelines owned by the contractor for a compensation in an amount of 47,060.85K rubles (inclusive of VAT)
Transaction price
47,060.85K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Sakhalinmorneftegaz (contractor) of the services to Rosneft (customer) for production in the oil and gas fields, where the
development licenses are owned by the customer, of oil, gas condensate, natural and associated gas and handover of the produced hydrocarbon
resources to the customer for subsequent sale for a compensation in an amount of 11,374,988.9K rubles (inclusive of VAT)
Transaction price
11,374,988.9K rubles
(inclusive of VAT)
December
29, 2012
Performance by LLC RN-Sakhalinmorneftegaz (agent) of the actions for Rosneft (principal) associated with arrangement of execution of pilot works
in the framework of the Target Innovative Projects for a compensation in an amount of 1,313.0K rubles (inclusive of VAT)
Transaction price
1,313.0K rubles
(inclusive of VAT)
February 18,
2013
10
Performance by LLC RN-Sakhalinmorneftegaz (agent) for a compensation in an amount of 7,528.1K rubles (inclusive of VAT) of the actions for Rosneft
(principal) associated with arrangement of the following:
preparation of the depletion plans for field development (FDP), integrated projects and current development monitoring of the fields owned by
Rosneft in the Far East;
execution of exploration works on the license areas owned by Rosneft in the territory of the Sakhalin Oblast.
Transaction price
7,528.1K rubles
(inclusive of VAT)
March 5,
2013
11
Provision by LLC RN-Sakhalinmorneftegaz (contractor) of legal services to Rosneft (customer) for a compensation in an amount of 420.0K rubles
(inclusive of VAT)
Transaction price
420.0K rubles
(inclusive of VAT)
May 6, 2013
12
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Sakhalinmorneftegaz (lender) in an amount of 100,000.0K rubles for a
term of up to 5 years. The total transaction value inclusive of the interest is 135,000.0K rubles
Transaction price
135,000.0K rubles
May 6, 2013
13
Performance by LLC RN-Sakhalinmorneftegaz (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for
arranging registration of the title to and transactions with immovable assets in the territory of the Sakhalin Oblast for a compensation in an amount
of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
14
Performance by LLC RN-Sakhalinmorneftegaz (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for
arranging land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by the
immovable assets of Rosneft located in the territory of the Sakhalin Oblast for a compensation in an amount of 1,200.0K rubles (inclusive of VAT)
Transaction price
1,200.0K rubles
(inclusive of VAT)
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
229
Transaction price,
effected transaction
price
Decision
date
15
Provision by LLC RN-Sakhalinmorneftegaz (contractor) of the services to Rosneft (customer) for upkeeping and maintenance of the mothballed immovable assets owned by Rosneft that are not engaged in the operating process for a compensation in an amount of 2,644.0K rubles (inclusive of VAT)
Transaction price
2,644.0K rubles
(inclusive of VAT)
16
Performance by LLC RN-Sakhalinmorneftegaz (agent) upon assignment of Rosneft (principal) on its own behalf and at the expense of Rosneft or on
behalf and at the expense of Rosneft of the actions for arranging execution of the works (provision of the services) for abandonment and suspension
of some wells, liquidation and mothballing of some fixed assets owned by Rosneft and located in the region of presence of LLC RN-Sakhalinmorneftegaz for a compensation in an amount of 3,192.0K rubles (inclusive of VAT)
Transaction price
3,192.0K rubles
(inclusive of VAT)
17
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-Sakhalinmorneftegaz (lessee) of some fixed assets owned by Rosneft for
a fee in an amount of 3,296,560.0K rubles per year (inclusive of VAT)
Transaction price
3,296,560.0K rubles
per year (inclusive
of VAT)
18
Performance by LLC RN-Sakhalinmorneftegaz (agent) on its own behalf upon assignment and at the expense of Rosneft (principal) for a compensation
in an amount of 4,285.0K rubles (inclusive of VAT) of the actions for arranging:
remediation of oil-contaminated lands with a total area of at least 12 ha
neutralization (processing) of at least 30,000 m3 (42 kt) of oil sludge
supervision of the works for oil sludge processing and oil-contaminated land remediation
comprehensive operation and maintenance of purification facilities.
Transaction price
4,285.0K rubles
(inclusive of VAT)
August 30,
2013
19
Sale by Rosneft (seller) of natural and associated gas to LLC RN-Sakhalinmorneftegaz (buyer) in a volume of 145.633 mln cubic meters for a total
price of 353,665.0K rubles (inclusive of VAT)
Transaction price
353,665.0K rubles
(inclusive of VAT)
December
24, 2013
20
Provision by LLC RN-Sakhalinmorneftegaz (contractor) of the services to Rosneft (customer) for transportation of gas in a volume of 414.0 mln
cubic meters by the gas pipelines owned by LLC RN-Sakhalinmorneftegaz for a compensation in an amount of 80,607.8K rubles (inclusive of VAT)
Transaction price
80,607.8K rubles
(inclusive of VAT)
December
24, 2013
21
Performance by LLC RN-Sakhalinmorneftegaz (consignee) on its own behalf, upon assignment and at the expense of Rosneft (consignor) of the
actions for selling gas in a volume of 266.65 mln cubic meters for a compensation in an amount of 2,950.0K rubles (inclusive of VAT)
Transaction price
2,950.0K rubles
(inclusive of VAT)
December
24, 2013
Granting by Rosneft (licensor) to LLC RN-SakhalinNIPImorneft (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 5,178.4K rubles (inclusive of VAT)
Transaction price
5,178.4K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-SakhalinNIPImorneft (contractor) of the services to Rosneft (customer) for elaborating the concept of development of the
hydrocarbon resource base in Northern Sakhalin for a compensation in an amount of 4,000.0K rubles (inclusive of VAT)
Transaction price
4,000.0K rubles
(inclusive of VAT)
March 5,
2013
Provision by LLC RN-SakhalinNIPImorneft (contractor) of the services to Rosneft (customer) for regional studies of the Arctic and Far Eastern shelves
of the Russian Federation for a compensation in an amount of 94,000.0K rubles (inclusive of VAT)
Transaction price
94,000.0K rubles
(inclusive of VAT)
March 5,
2013
Provision by LLC RN-SakhalinNIPImorneft (contractor) of the services to Rosneft (customer) for creating the corporate database of the current effective
designed metrics of Rosneft field development for a compensation in an amount of 3,521.0K rubles (inclusive of VAT)
Transaction price
3,521.0K rubles
(inclusive of VAT)
March 5,
2013
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-SakhalinNIPImorneft (lender) in an amount of 500,000.0K rubles for a
term of up to 5 years. The total transaction value inclusive of the interest is 675,000.0K rubles
Transaction price
675,000.0K rubles
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-SakhalinNIPImorneft (lessee) of some fixed assets owned by Rosneft for
a fee in an amount of 6,408.0K rubles per year (inclusive of VAT)
Transaction price
6,408.0K rubles per
year (inclusive of VAT)
Granting by Rosneft (licensor) to LLC RN-Severnaya Neft (licensee) of the right to use software and provision of the services for technical support
of the transferred software. The total contract value is 4,174.8K rubles (inclusive of VAT)
Transaction price
4,174.8K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of crude oil to LLC RN-Severnaya Neft (buyer) in a volume of 8.6 kt for a total price of 107,492.33K rubles (inclusive of VAT)
Transaction price
107,492.33K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of associated gas to LLC RN-Severnaya Neft (buyer) in a volume of 246.162 mln cubic meters for a total price of 84,236.64K
rubles (inclusive of VAT)
Transaction price
84,236.64K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of petroleum products to LLC RN-Severnaya Neft (buyer) in a volume of 21.18 kt for a total price of 838,310.527K rubles
(inclusive of VAT)
Transaction price
838,310.527K rubles
(inclusive of VAT)
December
29, 2012
Performance by LLC RN-Severnaya Neft (consignee) of the actions for Rosneft (consignor) associated with sales of crude oil in a volume of 6.4 kt
for a compensation in an amount of 2,916.92K rubles (inclusive of VAT)
Transaction price
2,916.92K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Severnaya Neft (contractor) of the services to Rosneft (customer) for processing of 81.525 kt of crude oil for a compensation
in an amount of 130,831.32K rubles (inclusive of VAT)
Transaction price
130,831.32K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Severnaya Neft (contractor) of the services to Rosneft (customer) for production in the oil and gas fields, where the development licenses are owned by the customer, of oil and associated gas and handover of the produced hydrocarbon resources to the customer for
subsequent sale for a compensation in an amount of 14,206,979.2K rubles (inclusive of VAT)
Transaction price
14,206,979.2K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (supplier) of petroleum products to LLC RN-Severnaya Neft (buyer) in a volume of 20.115 kt for a total price of 824,358.83K rubles
(inclusive of VAT)
Transaction price
824,358.83K rubles
(inclusive of VAT)
March 5,
2013
230
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Performance by LLC RN-Severnaya Neft (agent) for a compensation in an amount of 22,736.3K rubles (inclusive of VAT) of the actions for Rosneft
(principal) associated with arrangement of the following in the territory of the Nenetskiy Autonomous Area and the Republic of Komi:
preparation of the depletion plans for field development (FDP), integrated projects and current development monitoring of the fields owned by Rosneft;
execution of exploration works on the license areas owned by Rosneft.
Transaction price
22,736.3K rubles
(inclusive of VAT)
March 5,
2013
10
Provision by LLC RN-Severnaya Neft (contractor) of legal services to Rosneft (customer) for a compensation in an amount of1,020.0K rubles (inclusive of VAT)
Transaction price
1,020.0K rubles
(inclusive of VAT)
May 6, 2013
11
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Severnaya Neft (lender) in an amount of 200,000.0K rubles for a term
of up to 5 years. The total transaction value inclusive of the interest is 270,000.0K rubles
Transaction price
270,000.0K rubles
May 6, 2013
12
Performance by LLC RN-Severnaya Neft (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
registration of the title to and transactions with immovable assets in the territory of the Republic of Komi for a compensation in an amount of 60.0K
rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
13
Performance by LLC RN-Severnaya Neft (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by the immovable
assets of Rosneft located in the territory of the Nenetskiy Autonomous Area and the Republic of Komi for a compensation in an amount of 600.0K
rubles (inclusive of VAT)
Transaction price
600.0K rubles
(inclusive of VAT)
14
Performance by LLC RN-Severnaya Neft (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
the disposal of the non-core assets of Rosneft and the assets that are not engaged in the operating process for a compensation in an amount of
920.0K rubles (inclusive of VAT)
Transaction price
920.0K rubles
(inclusive of VAT)
15
Provision by LLC RN-Severnaya Neft (contractor) of the services to Rosneft (customer) for upkeeping and maintenance of the mothballed immovable
assets owned by Rosneft that are not engaged in the operating process for a compensation in an amount of 1,643.0K rubles (inclusive of VAT)
Transaction price
1,643.0K rubles
(inclusive of VAT)
16
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-Severnaya Neft (lessee) of some fixed assets owned by Rosneft for a fee
in an amount of 5,679,335.0K rubles per year (inclusive of VAT)
Transaction price
5,679,335.0K rubles
per year (inclusive
of VAT)
17
Provision by Rosneft (contractor) of the services to LLC RN-Severnaya Neft (customer) associated with insurance of the customers assets, machines
and mechanisms against breakdown, damages resulting from an interruption in the customers operations, arrangement of reinsurance protection
for a compensation in an amount of 346.9K rubles (inclusive of VAT)
Transaction price
346.9K rubles
(inclusive of VAT)
August 2,
2013
18
Sale by Rosneft (seller) to LLC RN-Severnaya Neft (buyer) of associated gas in a volume of 233.7 mln cubic meters for a total price of 83,005.57K
rubles (inclusive of VAT)
Transaction price
83,005.57K rubles
(inclusive of VAT)
December
24, 2013
Granting by Rosneft (licensor) to LLC RN-Service (licensee) of the right to use software and provision of the services for technical support of the
transferred software. The total contract value is 1,073.3K rubles (inclusive of VAT)
Transaction price
1,073.3K rubles
(inclusive of VAT)
December
29, 2012
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Service (lender) in an amount of 2,000,000.0K rubles for a term of up
to 5 years. The total transaction value inclusive of the interest is 2,700,000.0K rubles
Transaction price
2,700,000.0K rubles
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-Service (lessee) of some fixed assets owned by Rosneft for a fee in an
amount of 110,259.0K rubles per year (inclusive of VAT)
Transaction price
110,259.0K rubles per
year (inclusive of VAT)
Provision by LLC RN-Service (contractor) of the services to Rosneft (customer) for upkeeping and maintenance of the mothballed immovable assets
owned by Rosneft that are not engaged in the operating process for a compensation in an amount of 17,834.4K rubles (inclusive of VAT)
Transaction price
17,834.4K rubles
(inclusive of VAT)
Provision by LLC RN-Service (keeper) of the services to Rosneft (depositor) for storage of the mothballed movable assets that are not engaged in
the operating process owned by Rosneft for a compensation in an amount of 1,330.0K rubles (inclusive of VAT)
Transaction price
1,330.0K rubles
(inclusive of VAT)
Performance by LLC RN-Service (agent) upon assignment of Rosneft (principal) on its own behalf and at the expense of Rosneft or on behalf and
at the expense of Rosneft of the actions for arranging execution of the works (provision of the services) for abandonment and suspension of some
wells, liquidation and mothballing of some fixed assets owned by Rosneft and located in the region of presence of LLC RN-Service for a compensation in an amount of 360.0K rubles (inclusive of VAT)
Transaction price
360.0K rubles
(inclusive of VAT)
Granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Service (borrower) in an amount of 600,000.0K rubles for a term until December
20, 2013. The total transaction value inclusive of the interest will be 613,000.0K rubles
Transaction price
613,000.0K rubles
September
30, 2013
Making by Rosneft (participant) of a cash contribution to the authorized capital of LLC RN-Service (company) in an amount of 1,353,000.0K rubles
Transaction price
1,353,000.0K rubles
September
30, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-free loan to LLC RN-Service (borrower) for
funding the operating activity in an amount of 12,513.4K rubles regarding establishment of an interest rate, an increase of the total transaction value
inclusive of the chargeable interest to 13,764.7K rubles and extension of the loan repayment period
Transaction price
13,764.7K rubles
December
24, 2013
Granting by Rosneft (licensor) to LLC RN-Stavropolneftegaz (licensee) of the right to use software and provision of the services for technical support
of the transferred software. The total contract value is 3,449.9K rubles (inclusive of VAT)
Transaction price
3,449.9K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of natural gas to LLC RN-Stavropolneftegaz (buyer) in a volume of 40.764 mln cubic meters for a total price of 124,094.0K
rubles (inclusive of VAT)
Transaction price
124,094.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Stavropolneftegaz (contractor) of the services to Rosneft (customer) for production in the oil and gas fields, where the development licenses are owned by the customer, of oil, gas condensate, natural and associated gas and handover of the produced hydrocarbon resources
to the customer for subsequent sale for a compensation in an amount of 6,059,697.0K rubles (inclusive of VAT)
Transaction price
6,059,697.0K rubles
(inclusive of VAT)
December
29, 2012
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
231
Transaction price,
effected transaction
price
Decision
date
Performance by LLC RN-Stavropolneftegaz (agent) for a compensation in an amount of 8,599.9K rubles (inclusive of VAT) of the actions for Rosneft
(principal) associated with arrangement of the following in the territory of the Stavropol Region:
preparation of the depletion plans for field development (FDP), integrated projects and current development monitoring of the fields owned by Rosneft;
execution of exploration works on the license areas owned by Rosneft.
Transaction price
8,599.9K rubles
(inclusive of VAT)
March 5,
2013
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Stavropolneftegaz (lender) in an amount of 1,000,000.0K rubles for a
term of up to 5 years. The total transaction value inclusive of the interest is 1,350,000.0K rubles
Transaction price
1,350,000.0K rubles
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-Stavropolneftegaz (lessee) of some fixed assets owned by Rosneft for a
fee in an amount of 675,735.0K rubles per year (inclusive of VAT)
Transaction price
675,735.0K rubles per
year (inclusive of VAT)
Performance by LLC RN-Stavropolneftegaz (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
registration of the title to and transactions with immovable assets in the territory of the Stavropol Region for a compensation in an amount of 64.0K
rubles (inclusive of VAT)
Transaction price
64.0K rubles (inclusive
of VAT)
Performance by LLC RN-Stavropolneftegaz (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by the immovable
assets of Rosneft located in the territory of the Stavropol Region for a compensation in an amount of 1,276.8K rubles (inclusive of VAT)
Transaction price
1,276.8K rubles
(inclusive of VAT)
Performance by LLC RN-Stavropolneftegaz (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
the disposal of the non-core assets of Rosneft and the assets that are not engaged in the operating process for a compensation in an amount of
120.0K rubles (inclusive of VAT)
Transaction price
120.0K rubles
(inclusive of VAT)
10
Provision by LLC RN-Stavropolneftegaz (contractor) of the services to Rosneft (customer) for upkeeping and maintenance of the mothballed immovable assets owned by Rosneft that are not engaged in the operating process for a compensation in an amount of 284.0K rubles (inclusive of VAT)
Transaction price
284.0K rubles
(inclusive of VAT)
11
Performance by LLC RN-Stavropolneftegaz (agent) upon assignment of Rosneft (principal) on its own behalf and at the expense of Rosneft or on behalf
and at the expense of Rosneft of the actions for arranging execution of the works (provision of the services) for abandonment and suspension of
some wells, liquidation and mothballing of some fixed assets owned by Rosneft and located in the region of presence of LLC RN-Stavropolneftegaz
for a compensation in an amount of 462.0K rubles (inclusive of VAT)
Transaction price
462.0K rubles
(inclusive of VAT)
12
Performance by LLC RN-Stavropolneftegaz (agent) on its own behalf upon assignment and at the expense of Rosneft (principal) for a compensation
in an amount of 867.5K rubles (inclusive of VAT) of the actions for arranging:
stocktaking (at least 34 sludge collectors) of waste (oil sludge) disposal sites
processing of at least 19.50 thousand m3 (25.35 kt) of oil sludge accumulated in 34 temporary sludge collectors
remediation of at least 34 (thirty four) temporary sludge collectors with a total area of 2.15 ha
supervision of the works for oil sludge processing and temporary sludge collector remediation
Transaction price
867.5K rubles
(inclusive of VAT)
August 30,
2013
13
Sale by Rosneft (seller) of natural, associated and dry gas to LLC RN-Stavropolneftegaz (buyer) in a volume of 33.3 mln cubic meters for a total
price of 121,735.4K rubles (inclusive of VAT)
Transaction price
121,735.4K rubles
(inclusive of VAT)
December
24, 2013
Granting by Rosneft (licensor) to LLC RN-Stroi (licensee) of the right to use software and provision of the services for technical support of the
transferred software. The total contract value is 140.7K rubles (inclusive of VAT)
Transaction price
140.7K rubles
(inclusive of VAT)
December
29, 2012
Granting by Rosneft (licensor) to LLC RN-Trade (licensee) of the right to use software and provision of the services for technical support of the
transferred software. The total contract value is 730.6K rubles (inclusive of VAT)
Transaction price
730.6K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of petroleum products to LLC RN-Trade (buyer) in a volume of 118.423 kt for a total price of 4,867,528.435K rubles (inclusive of VAT)
Transaction price
4,867,528.435K rubles
(inclusive of VAT)
February 18,
2013
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Trade (lender) in an amount of 10,000,000.0K rubles for a term of up
to 5 years. The total transaction value inclusive of the interest is 13,500,000.0K rubles
Transaction price
13,500,000.0K rubles
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-Trade (lessee) of some fixed assets owned by Rosneft for a fee in an
amount of 6,380.0K rubles per year (inclusive of VAT)
Transaction price
6,380.0K rubles per
year (inclusive of VAT)
Granting by Rosneft (licensor) to LLC RN-Tuapsenefteprodukt (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 503.3K rubles (inclusive of VAT)
Transaction price
503.3K rubles
(inclusive of VAT)
December
29, 2012
Performance by LLC RN-Tuapsenefteprodukt (agent) of the actions for Rosneft (principal) associated with preparation and carrying out of the final
stages of the Best in Profession 2012 Contests for a compensation in an amount of 2.346K rubles (inclusive of VAT)
Transaction price
2.346K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Tuapsenefteprodukt (contractor) of the services to Rosneft (customer) for transshipment of petroleum products for export by
rail in a volume of 40.0 kt for a compensation in an amount of 19,541.0K rubles (inclusive of VAT)
Transaction price
19,541.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Tuapsenefteprodukt (contractor) of the services to Rosneft (customer) for transshipment of petroleum products for export by
sea in a volume of 11,933.0 kt for a compensation in an amount of 3,180,725.0K rubles (inclusive of VAT)
Transaction price
3,180,725.0K rubles
(inclusive of VAT)
December
29, 2012
232
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Provision by LLC RN-Tuapsenefteprodukt (contractor) of the services to Rosneft (customer) for shipment and storage of petroleum products in a
volume of 100.0 kt for a compensation in an amount of 48,852.0K rubles (inclusive of VAT)
Transaction price
48,852.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Tuapsenefteprodukt (contractor) of legal services to Rosneft (customer) for a compensation in an amount of 2,049.6K rubles
(inclusive of VAT)
Transaction price
2,049.6K rubles
(inclusive of VAT)
May 6, 2013
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Tuapsenefteprodukt (lender) in an amount of 1,200,000.0K rubles for
a term of up to 5 years. The total transaction value inclusive of the interest is 1,620,000.0K rubles
Transaction price
1,620,000.0K rubles
May 6, 2013
Performance by LLC RN-Tuapsenefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging registration of the title to and transactions with immovable assets in the territory of the Krasnodar Region for a compensation in an amount
of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Performance by LLC RN-Tuapsenefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by the immovable
assets of Rosneft located in the territory of the Krasnodar Region for a compensation in an amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
10
Performance by LLC RN-Tuapsenefteprodukt (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for
arranging the disposal of the non-core assets of Rosneft and the assets that are not engaged in the operating process for a compensation in an
amount of 50.0K rubles (inclusive of VAT)
Transaction price
50.0K rubles
(inclusive of VAT)
11
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-Tuapsenefteprodukt (lessee) of some fixed assets owned by Rosneft for
a fee in an amount of 2,430,892.0K rubles per year (inclusive of VAT)
Transaction price
12
Provision by LLC RN-Tuapsenefteprodukt (keeper) of the services to Rosneft (depositor) for storage of the documents of the Rosneft Representative
Office in Northern Caucasia for a compensation in an amount of 78.0K rubles (inclusive of VAT)
Transaction price
78.0K rubles
(inclusive of VAT)
13
Provision by Rosneft (contractor) of the services to LLC RN-Tuapsenefteprodukt (customer) associated with insurance of the customers assets,
machines and mechanisms against breakdown, damages resulting from an interruption in the customers operations, arrangement of reinsurance
protection for a compensation in an amount of 417.7K rubles (inclusive of VAT)
Transaction price
417.7K rubles
(inclusive of VAT)
August 2,
2013
14
Making by Rosneft (participant) of a cash contribution to the assets of LLC RN-Tuapsenefteprodukt (company) in an amount of 1,727,302.5K rubles
Transaction price
1,727,302.5K rubles
September
12, 2013
15
provision by LLC RN-Tuapsenefteprodukt (contractor) of the services to Rosneft (customer) for acceptance, shipment and storage of petroleum
products in a volume of up to 20.0 kt for a compensation in an amount of 23,600.0K rubles (inclusive of VAT)
Transaction price
23,600.0K rubles
(inclusive of VAT)
November
30, 2013
16
provision by LLC RN-Tuapsenefteprodukt (contractor) of the services to Rosneft (customer) for transshipment of petroleum products for export by
rail and execution of the shipping documents in a volume of up to 20.7 kt for a compensation in an amount of 10,877.0K rubles (inclusive of VAT)
Transaction price
10,877.0K rubles
(inclusive of VAT)
November
30, 2013
Granting by Rosneft (licensor) to LLC RN-Tuapsinskiy NPZ (licensee) of the right to use software and provision of the services for technical support
of the transferred software. The total contract value is 3,790.5K rubles (inclusive of VAT)
Transaction price
3,790.5K rubles
(inclusive of VAT)
December
29, 2012
Performance by LLC RN-Tuapsinskiy NPZ (agent) of the actions for Rosneft (principal) associated with preparation and carrying out of the final
stages of the Best in Profession, Best Geologist, Best Process Engineer 2012 Contests among the blue collar employees of Rosneft subsidiaries
for a compensation in an amount of 2.005K rubles (inclusive of VAT)
Transaction price
2.005K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Tuapsinskiy NPZ (contractor) of the services to Rosneft (customer) for processing of 7,850.0 kt of crude oil for a compensation
in an amount of 22,323,830.0K rubles (inclusive of VAT)
Transaction price
22,323,830.0K rubles
(inclusive of VAT)
December
29, 2012
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Tuapsinskiy NPZ (lender) in an amount of 250,000.0K rubles for a term
of up to 5 years. The total transaction value inclusive of the interest is 338,000.0K rubles
Transaction price
338,000.0K rubles
May 6, 2013
Performance by LLC RN-Tuapsinskiy NPZ (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
registration of the title to and transactions with immovable assets in the territory of the Krasnodar Region for a compensation in an amount of
60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Performance by LLC RN-Tuapsinskiy NPZ (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by the immovable
assets of Rosneft located in the territory of the Krasnodar Region for a compensation in an amount of 60.0K rubles (inclusive of VAT)
Transaction price
60.0K rubles
(inclusive of VAT)
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-Tuapsinskiy NPZ (lessee) of some fixed assets owned by Rosneft for a fee
in an amount of 18,483,709.0K rubles per year (inclusive of VAT)
Transaction price
18,483,709.0K rubles
per year
(inclusive of VAT)
Provision by LLC RN-Tuapsinskiy NPZ (keeper) of the services to Rosneft (depositor) for storage of the documents of the Rosneft Representative
Office in Northern Caucasia for a compensation in an amount of 188.0K rubles (inclusive of VAT)
Transaction price
188.0K rubles
(inclusive of VAT)
Provision by Rosneft (contractor) of the services to LLC RN-Tuapsinskiy NPZ (customer) associated with insurance of the customers assets, machines
and mechanisms against breakdown, damages resulting from an interruption in the customers operations, arrangement of reinsurance protection
for a compensation in an amount of 547.5K rubles (inclusive of VAT)
Transaction price
547.5K rubles
(inclusive of VAT)
August 2,
2013
Granting by Rosneft (licensor) to LLC RN-UfaNIPIneft (licensee) of the right to use software and provision of the services for technical support of
the transferred software. The total contract value is 7,268.9K rubles (inclusive of VAT)
Transaction price
7,268.9K rubles
(inclusive of VAT)
December
29, 2012
Execution by LLC RN-UfaNIPIneft (contractor) of the works for Rosneft (customer) for information system creation, implementation and development
for a compensation in an amount of 88,552.0K rubles (inclusive of VAT)
Transaction price
88,552.0K rubles
(inclusive of VAT)
December
29, 2012
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
233
Transaction price,
effected transaction
price
Decision
date
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for information system support for a
compensation in an amount of 5,298.44K rubles (inclusive of VAT)
Transaction price
5,298.44K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for creating the Long-Term Field Development Planning software module and upgrading the Remedial Cementing Design software module with earlier developed algorithms in the
RN-KIN software system for a compensation in an amount of 2,424.0K rubles (inclusive of VAT)
Transaction price
2,424.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for upgrading the BHT Design software
module in the RN-KIN software system with the tools for collecting data on the actual BHT jobs in the wells for a compensation in an amount of
4,620.0K rubles (inclusive of VAT)
Transaction price
4,620.0K rubles
(inclusive of VAT)
December
29, 2012
Change in the terms and conditions of the transaction for provision by CJSC RN-UfaNIPIneft (contractor) of the services (execution of the works) to
Rosneft (customer) for developing the integrated platform of the Remote Production Monitoring and Optimization Center regarding a decrease of
the total price for the provided services (executed works) to 22,314.0K rubles (inclusive of VAT)
Transaction price
22,314.0K rubles
(inclusive of VAT)
February 18,
2013
Change in the terms and conditions of the transaction for provision by CJSC RN-UfaNIPIneft (contractor) of the services (execution of the works) to
Rosneft (customer) for developing the basic statement of requirements to establish the Remote Production Monitoring and Optimization Center for
a compensation in an amount of 7,100.0K rubles (inclusive of VAT) regarding extension of the period of service provision (work execution) without
changing the amount of the contractors compensation
February 18,
2013
Change in the terms and conditions of the transaction for provision by CJSC RN-UfaNIPIneft (contractor) of the services (execution of the works)
to Rosneft (customer) for supporting the establishment of the Remote Production Monitoring and Optimization Center (RPMOC) regarding extension of the period of service provision (work execution) and an increase of the contractors compensation to 22,863.0K rubles (inclusive of VAT)
Transaction price
22,863.0K rubles
(inclusive of VAT)
February 18,
2013
Change in the terms and conditions of the transaction for provision by CJSC RN-UfaNIPIneft (contractor) of the services (execution of the works)
to Rosneft (customer) for developing the sections of the design documentation for constructing a produced water treatment unit based on the
asymmetric flotation method regarding an increase of the contractors compensation to 9,100.0K rubles (inclusive of VAT)
Transaction price
9,100.0K rubles
(inclusive of VAT)
February 18,
2013
10
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for creating the Summary Field Infrastructure Model software module for the RN-KIN software system for a compensation in an amount of 9,000.0K rubles (inclusive of VAT)
Transaction price
9,000.0K rubles
(inclusive of VAT)
February 18,
2013
11
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for creating the Exploration Maturity Maps
software module in the RN-KIN software system based on the field seismic data for a compensation in an amount of 1,306.0K rubles (inclusive of VAT)
Transaction price
1,306.0K rubles
(inclusive of VAT)
February 18,
2013
12
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for improving the algorithms of HC volume evaluation according to the western classification and upgrading the Western HC Volume Evaluation software module in the RN-KIN software
system for a compensation in an amount of 3,432.0K rubles (inclusive of VAT)
Transaction price
3,432.0K rubles
(inclusive of VAT)
February 18,
2013
13
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for upgrading the LVAT Simulator software
module in the RN-KIN software system with the tools for taking into account the physicochemical peculiarities of impact of various chemical groups
on the bottomhole zone for a compensation in an amount of 3,380.0K rubles (inclusive of VAT)
Transaction price
3,380.0K rubles
(inclusive of VAT)
February 18,
2013
14
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for improving the RN-KIN software system
in terms of the user interface and using the software module utilization analyzers for a compensation in an amount of 3,700.0K rubles (inclusive of VAT)
Transaction price
3,700.0K rubles
(inclusive of VAT)
February 18,
2013
15
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for improving the reservoir simulation
algorithms and upgrading the software modules of the RN-KIN software system with the improved algorithms for a compensation in an amount of
21,000.0K rubles (inclusive of VAT)
Transaction price
21,000.0K rubles
(inclusive of VAT)
February 18,
2013
16
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for testing the software modules of
the RN-KIN software system and preparing the training courses in working with the modules for a compensation in an amount of 11,570.0K rubles
(inclusive of VAT)
Transaction price
11,570.0K rubles
(inclusive of VAT)
February 18,
2013
17
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for creating the algorithms and a software
module for selecting the key wells in geonavigation for a compensation in an amount of 11,000.0K rubles (inclusive of VAT)
Transaction price
11,000.0K rubles
(inclusive of VAT)
February 18,
2013
18
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for developing a methodology to interpret
the results of production tests in the horizontal wells with multi-stage fracs and a methodology to monitor operation of the horizontal wells with
multi-stage fracs for a compensation in an amount of 12,000.0K rubles (inclusive of VAT)
Transaction price
12,000.0K rubles
(inclusive of VAT)
February 18,
2013
19
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for developing a methodology to estimate
the hydrocarbon reserves in the Bazhenovskaya series for a compensation in an amount of 14,000.0K rubles (inclusive of VAT)
Transaction price
14,000.0K rubles
(inclusive of VAT)
February 18,
2013
20
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for conducting an experimental evaluation
of efficiency of the thermal methods of impact on the kerogen-containing rocks of the Bazhenovskaya series for a compensation in an amount of
12,000.0K rubles (inclusive of VAT)
Transaction price
12,000.0K rubles
(inclusive of VAT)
February 18,
2013
21
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for substantiating the selection of areas to
test the reserves localization technology on the Bazhenovskaya series in the territory of operations of LLC RN-Yuganskneftegaz for a compensation
in an amount of 13,000.0K rubles (inclusive of VAT)
Transaction price
13,000.0K rubles
(inclusive of VAT)
February 18,
2013
22
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for developing a methodology to find
and geometrize hydrocarbon accumulations in the unconventional reservoirs of the Domanik sequence, find an economic technology to recover
the hydrocarbons for a compensation in an amount of 9,000.0K rubles (inclusive of VAT)
Transaction price
9,000.0K rubles
(inclusive of VAT)
February 18,
2013
23
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for analyzing and consolidating the field and
laboratory data obtained in the course of the pilot works on the Turonian reservoir and making technical/economic calculations on that basis in order
to improve the solutions for bringing the Turonian reservoirs into development for a compensation in an amount of 12,500.0K rubles (inclusive of VAT)
Transaction price
12,500.0K rubles
(inclusive of VAT)
February 18,
2013
24
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for developing a concept and drafting
a statement of requirements to design a system for automatic control and monitoring of the gas well operating mode for a compensation in an
amount of 10,000.0K rubles (inclusive of VAT)
Transaction price
10,000.0K rubles
(inclusive of VAT)
February 18,
2013
25
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for developing a package of surveys in order
to confirm the gas content of the Coniacian reservoir in the Kharampurskoe field for a compensation in an amount of 3,000.0K rubles (inclusive of VAT)
Transaction price
3,000.0K rubles
(inclusive of VAT)
February 18,
2013
234
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
26
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for validating the developed software
modules within the software system for field development monitoring and design and preparing the training courses in working with the modules
for a compensation in an amount of 5,000.0K rubles (inclusive of VAT)
Transaction price
5,000.0K rubles
(inclusive of VAT)
February 18,
2013
27
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for elaborating efficient technologies to
develop tight sandstone/siltstone reservoirs for a compensation in an amount of 62,000.0K rubles (inclusive of VAT)
Transaction price
62,000.0K rubles
(inclusive of VAT)
February 18,
2013
28
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for developing the algorithms and creating
the methodologies and software modules of the technology for identifying fractured/cavernous reservoirs and determining their properties based
on the seismic interferometry methods for a compensation in an amount of 40,500.0K rubles (inclusive of VAT)
Transaction price
40,500.0K rubles
(inclusive of VAT)
February 18,
2013
29
Provision by LLC RN-UfaNIPIneft (contractor) of the services to Rosneft (customer) for validating the new Russian Classification of Reserves and
Forecasted Resources of Oil and Combustible Gases in the Rosneft fields located in the Khanty-Manssiyskiy Autonomous Area, comparing and
analyzing the changes in the Company oil and gas reserves with the current Classification of Reserves and Forecasted Resources of Oil and Combustible Gases and the PRMS and SEC Classifications for a compensation in an amount of 20,000.0K rubles (inclusive of VAT)
Transaction price
20,000.0K rubles
(inclusive of VAT)
March 5,
2013
30
Provision by LLC RN-UfaNIPIneft (contractor) of the services to Rosneft (customer) in the area of improvement of well tests, development of a methodology for low-cost and continuous systems for well monitoring and tests for a compensation in an amount of 4,000.00K rubles (inclusive of VAT)
Transaction price
4,000.00K rubles
(inclusive of VAT)
March 5,
2013
31
Provision by LLC RN-UfaNIPIneft (contractor) of the services to Rosneft (customer) for creating the corporate database of the current effective
designed metrics of Rosneft field development for a compensation in an amount of 8,721.0K rubles (inclusive of VAT)
Transaction price
8,721.0K rubles
(inclusive of VAT)
March 5,
2013
32
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-UfaNIPIneft (lender) in an amount of 900,000.0K rubles for a term of
up to 5 years. The total transaction value inclusive of the interest is 1,215,000.0K rubles
Transaction price
1,215,000.0K rubles
May 6, 2013
33
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-UfaNIPIneft (lessee) of some fixed assets owned by Rosneft for a fee in
an amount of 1,700.0K rubles per year (inclusive of VAT)
Transaction price
1,700.0K rubles per
year (inclusive of VAT)
34
Provision by LLC RN-UfaNIPIneft (contractor) of the services (execution of the works) to Rosneft (customer) for conducting laboratory tests in order
to determine the impact of process liquids on the formation fluids and the rocks of the Bazhenovskaya series of various lithological compositions,
determine the residual conductivity of a proppant pack on real samples of the Bazhenovskaya core material for a compensation in an amount of
4,560.0K rubles (inclusive of VAT)
Transaction price
4,560.0K rubles
(inclusive of VAT)
35
Provision by LLC RN-UfaNIPIneft (contractor) of the services to Rosneft (customer) for drafting a technology development plan for remedial cementing
in Rosneft for a compensation in an amount of 2,800.0K rubles (inclusive of VAT)
Transaction price
2,800.0K rubles
(inclusive of VAT)
36
Provision by LLC RN-UfaNIPIneft (contractor) of the services to Rosneft (customer) for developing and agreeing a local normative document (LND)
of Rosneft titled Procedure for Conducting the Laboratory and Pilot Field Tests of Chemicals (Demulsifiers, Corrosion Inhibitors, Bactericides, Scale
Inhibitors, Depressants, Emulsifiers, Oil Wetting Agents, Detergents and so forth) at the Rosneft Hydrocarbon Production Facilities for a compensation in an amount of 2,500.0K rubles (inclusive of VAT)
Transaction price
2,500.0K rubles
(inclusive of VAT)
37
Provision by LLC RN-UfaNIPIneft (contractor) of the services to Rosneft (customer) for developing and agreeing a local normative document (LND)
of Rosneft titled Standard Specifications for the Chemicals Used in Rosneft for a compensation in an amount of 5,000.00K rubles (inclusive of VAT)
Transaction price
5,000.0K rubles
(inclusive of VAT)
38
Transfer by LLC RN-UfaNIPIneft (rightholder) to Rosneft (acquirer) of the full scope of exclusive rights for computer software for a compensation in
a total amount of 599,364.45 rubles (VAT exempt)
Transaction price
599,364.45 rubles
(VAT exempt)
November 8,
2013
Granting by Rosneft (licensor) to LLC RN-Uchet (licensee) of the right to use software and provision of the services for technical support of the
transferred software. The total contract value is 12,374.1K rubles (inclusive of VAT)
Transaction price
12,374.1K rubles
(inclusive of VAT)
December
29, 2012
Provision by LLC RN-Uchet (contractor) of the services to Rosneft (customer) for arranging and carrying out the financial, tax and operational accounting of Rosneft for a compensation in a total amount of 573,564.24K rubles (inclusive of VAT)
Transaction price
573,564.24K rubles
(inclusive of VAT)
March 5,
2013
Provision by LLC RN-Uchet (lessor) for temporary use (lease) to Rosneft (lessee) of a server group with installed software for a compensation in an
amount of 260.0K rubles per year (inclusive of VAT)
Transaction price
260.0K rubles per year
(inclusive of VAT)
March 5,
2013
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Uchet (lender) in an amount of 1,000,000.0K rubles for a term of up to
5 years. The total transaction value inclusive of the interest is 1,350,000.0K rubles
Transaction price
1,350,000.0K rubles
May 6, 2013
Transfer by Rosneft (lessor) for temporary possession and use to LLC RN-Uchet (lessee) of some fixed assets owned by Rosneft for a fee in an
amount of 708.0K rubles per year (inclusive of VAT)
Transaction price
708.0K rubles per year
(inclusive of VAT)
Provision by LLC RN-Uchet (contractor) of the services to Rosneft (customer) for performing the technical functions of administering the contracts
associated with management of the core assets of Rosneft for a compensation in an amount of 8,215.0K rubles per year (inclusive of VAT)
Transaction price
8.215.0K rubles per
year (inclusive of VAT)
August 30,
2013
Provision by LLC RN-Uchet (contractor) of the services to Rosneft (customer) for arranging and conducting the Rosneft Best Accountant 2013 Contest
for a compensation in an amount of 4,673.0K rubles (inclusive of VAT)
Transaction price
4,673.0K rubles
(inclusive of VAT)
November
30, 2013
Change in the terms and conditions of the transaction for provision by LLC RN-Uchet (contractor) of the services to Rosneft (customer) and other
services in the area of the financial and tax accounting of Rosneft regarding an increase of the scope of provided services and the total contractors
compensation to 594,409.24K rubles (inclusive of VAT)
Transaction price
594,409.24K rubles
(inclusive of VAT)
November
30, 2013
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
235
Transaction price,
effected transaction
price
Decision
date
Execution by LLC RN-TsIR (Contractor) for Rosneft (Customer) of the research of catalytic transformations of hydrocarbons in order to create oil
processing and petrochemical products with a high value added for a compensation in an amount of 310,909.K rubles (inclusive of VAT)
Transaction price
310,909.K rubles
(inclusive of VAT)
Provision by LLC RN-TsIR (contractor) of the following services (execution of the works) to Rosneft (customer) for a compensation in a total amount
of 996,348.0K rubles (exclusive of VAT):
for developing a light polymer proppant of spherical shape based on polydicyclopentadiene to be used in the fracturing technology to develop
hard-to-recover hydrocarbon reserves;
for developing a technology to produce C4/C5 aldehydes and process n-butyral into etriol;
for developing a catalyst and a method for implementing the process of methane aromatization;
for developing a technology to hydroformylate the GTL syncrude olefins to produce petroleum product components;
for developing a technology to produce highly dearomatized white oils and base oils with a low pour point;
for developing a technology to produce synthetic high-viscosity low-pour-point base oils;
for developing a method to produce highly concentrated dicyclopentadiene and an isoprene-containing cut from the C5 pyrolysis cut;
for developing the polydicyclopentadiene-based materials and the catalysts for their production for a compensation;
for researching and developing a high-selectivity catalytic process to produce 1-hexene from ethylene for a compensation;
for inspecting the condition of the main process equipment of the hydrotreatment catalyst production facilities in LLC NZK and OJSC AZKiOS;
for developing the catalysts for diesel cut hydrotreatment and gasoline cut pre-hydrotreatment and the catalyst making technology;
for developing the catalyst for cyclizing normal alkanes into the naphthenic and aromatic hydrocarbons used as components of fuels and lubricants;
for developing the technologies of making zeolites and highly effective zeolite-based catalysts for the processes of hydrocarbon feedstock
conversion into components of fuels and lubricants;
for analyzing the Rosneft potential for producing and processing vacuum gasoils and present-day achievements in the development of the
catalysts for vacuum gasoil hydroforming;
for analyzing the production capacity and determining the feedstock potential of OJSC ANKhK for producing the insulating oil of GK grade;
for developing the composition of the catalysts for the isodeparaffination and hydrofinishing stages in the production of GK insulating oil;
for analyzing the production capacity of Section 300/1 of the LK-6Us unit of ANPZ VNK and developing the catalyst for the diesel cut isodeparaffination stage;
for developing a polydicyclopentadiene-based material with increased thermal and mechanical stability to be used as sealing insulators in
geophysical instruments.
Transaction price
996,348.0K rubles
(exclusive of VAT)
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to LLC RN-TsIR (borrower) for
funding the operating activity in an amount of 63,000.0K rubles regarding a decrease of the loan amount to 60,400.0K rubles, extension of the loan
repayment period and an increase of the total transaction value inclusive of the chargeable interest to 71,010.1K rubles
Transaction price
71,010.1K rubles
August 30,
2013
Provision by LLC RN-TsIR (contractor) of the services (execution of the works) to Rosneft (customer) in the framework of the Summary List of Target
Innovative Projects of Rosneft for a compensation in a total amount of 353,500.0K rubles
Transaction price
353,500.0K rubles
November 8,
2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to LLC RN-TsIR (borrower) for
funding the operating activity in an amount of 54,100.0K rubles regarding alteration of the interest rate, an increase of the total transaction value
inclusive of the chargeable interest to 63,869.3K rubles and extension of the loan repayment period
Transaction price
63,869.3K rubles
December
24, 2013
Granting by Rosneft (licensor) to LLC RN-Chelyabinsknefteprodukt (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 419.1K rubles (inclusive of VAT)
Transaction price
419.1K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of petroleum products to LLC RN-Chelyabinsknefteprodukt (buyer) in a volume of 59.577 kt for a total price of 1,742,334.893K
rubles (inclusive of VAT)
Transaction price
1,742,334.893K rubles
(inclusive of VAT)
December
29, 2012
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Chelyabinsknefteprodukt (lender) in an amount of 500,000.0K rubles
for a term of up to 5 years. The total transaction value inclusive of the interest is 675,000.0K rubles
Transaction price
675,000.0K rubles
May 6, 2013
Granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Chelyabinsknefteprodukt (borrower) for funding the operating activity in an amount
of 154,000.0K rubles for a term of up to 2 years. The total transaction value inclusive of the interest is 184,800.0K rubles
Transaction price
184,800.0K rubles
Granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Chelyabinsknefteprodukt (borrower) for funding the investment activity in an
amount of 6,000.0K rubles for a term of 3 years. The total transaction value inclusive of the interest is 7,800.0K rubles
Transaction price
7,800.0K rubles
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-free loan to LLC RN-Chelyabinsknefteprodukt
(borrower) for funding the operating activity in an amount of 109,351.2K rubles regarding establishment of an interest rate, a change of the total
transaction value inclusive of the chargeable interest to 64,985.1K rubles and extension of the loan repayment period
Transaction price
64,985.1K rubles
December
24, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-free loan to LLC RN-Chelyabinsknefteprodukt
(borrower) for funding the operating activity in an amount of 66,300.0K rubles regarding establishment of an interest rate, an increase of the total
transaction value inclusive of the chargeable interest to 72,930.0K rubles and extension of the loan repayment period
Transaction price
72,930.0K rubles
December
24, 2013
Granting by Rosneft (licensor) to LLC RN-Chechennefteprodukt (licensee) of the right to use software and provision of the services for technical
support of the transferred software. The total contract value is 329.8K rubles (inclusive of VAT)
Transaction price
329.8K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of petroleum products to LLC RN-Chechennefteprodukt (buyer) in a volume of 140.1 kt for a total price of 3,979,616.252K
rubles (inclusive of VAT)
Transaction price
3,979,616.252K rubles
(inclusive of VAT)
December
29, 2012
236
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Making by Rosneft (lender) with LLC RN-Chechennefteprodukt (borrower, debtor) of a Debt Forgiveness Agreement where the subject matter is
full / partial relief of LLC RN-Chechennefteprodukt of its obligation to repay to Rosneft the outstanding amount of the principal debt for a total of
15,000K rubles including:
13,615.9K rubles under a loan agreement for 16,515.9K rubles
1,384.1K rubles under a loan agreement for 104,530.0K rubles
Transaction price
15,000.0K rubles
November
30, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-free loan to LLC RN-Chechennefteprodukt
(borrower) for funding the operating activity in an amount of 104,530.0K rubles regarding a change of the total transaction value to 36,384.1K rubles
and extension of the loan repayment period
Transaction price
36,384.1K rubles
December
24, 2013
Granting by Rosneft (licensor) to LLC RN-Shelf Abkhazii (licensee) of the right to use software and provision of the services for technical support of
the transferred software. The total contract value is 351.9K rubles (inclusive of VAT)
Transaction price
351.9K rubles (inclusive
of VAT)
December
29, 2012
Granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Shelf Abkhazii (borrower) for funding the investment activity in an amount of
747,693.51K rubles for a term of 5 years. The total transaction value inclusive of the interest is 1,121,540.26K rubles
Transaction price
1,121,540.26K rubles
May 6, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-free loan to LLC RN-Shelf Abkhazii (borrower)
for funding the investment activity in an amount of 13,200.0K rubles regarding introduction of an interest rate, extension of the loan repayment
period and an increase of the total transaction value inclusive of the chargeable interest to 27,607.9K rubles
Transaction price
27,607.9K rubles
August 30,
2013
Performance by LLC RN-Shelf Arktika (agent) of the actions for Rosneft (principal) associated with arrangement of execution of exploration works
on the license areas of the shelves of the Barents and Pechora Seas for a compensation in a total amount of 576,322.0K rubles (inclusive of VAT)
Transaction price
576,322.0K rubles
(inclusive of VAT)
February 18,
2013
Performance by LLC RN-Shelf Arktika (agent) upon assignment and at the expense of Rosneft (principal) of the actions for arranging execution
of exploration works in the Rosneft license areas on the shelf of the Pechora, Kara and Barents Seas for a compensation in a total amount of
95,602.0K rubles (inclusive of VAT)
Transaction price
95,602.0K rubles
(inclusive of VAT)
August 30,
2013
Granting by Rosneft (licensor) to LLC RN-Exploration (licensee) of the right to use software and provision of the services for technical support of the
transferred software. The total contract value is 783.0K rubles (inclusive of VAT)
Transaction price
783.0K rubles
(inclusive of VAT)
December
29, 2012
Performance by LLC RN-Exploration (agent) of the actions for Rosneft (principal) associated with arrangement of execution of exploration works on
the license areas of the shelf of the Black Sea for a compensation in a total amount of 315,425.28K rubles (inclusive of VAT)
Transaction price
315,425.28K rubles
(inclusive of VAT)
February 18,
2013
Performance by LLC RN-Exploration (agent) of the actions for Rosneft (principal) associated with arrangement of execution of exploration works
in the Rosneft license areas in the territory of the Irkutsk Oblast and Krasnoyarsk Region for a compensation in an amount of 277,544.8K rubles
(inclusive of VAT)
Transaction price
277,544.8K rubles
(inclusive of VAT)
March 5,
2013
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Exploration (lender) in an amount of 500,000.0K rubles for a term of
up to 5 years. The total transaction value inclusive of the interest is 675,000.0K rubles
Transaction price
675,000.0K rubles
May 6, 2013
Granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Exploration (borrower) for funding the investment activity in an amount of
275,035.57K rubles for a term of 5 years. The total transaction value inclusive of the interest is 412,553.36K rubles
Transaction price
412,553.36K rubles
May 6, 2013
Granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Exploration (borrower) for funding the operating activity in an amount of 291,666.48K
rubles for a term of 3 years. The total transaction value inclusive of the interest is 379,166.42K rubles
Transaction price
379,166.42K rubles
May 6, 2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Exploration (borrower)
for funding the operating activity in an amount of 129,918.2K rubles regarding a decrease of the loan amount to 66,154.6K rubles, extension of the
loan repayment period and a decrease of the total transaction value inclusive of the chargeable interest to 79,443.5K rubles
Transaction price
79,443.5K rubles
August 30,
2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Exploration (borrower)
for funding the operating activity in an amount of 2,243,637.0K rubles regarding a decrease of the loan amount to 2,117,565.7K rubles, extension of
the loan repayment period and an increase of the total transaction value inclusive of the chargeable interest to 2,975,150.9K rubles
Transaction price
2,975,150.9K rubles
August 30,
2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to LLC RN-Exploration (borrower)
for funding the operating activity in an amount of 398,558.6K rubles regarding alteration of the interest rate, a change of the total transaction value
inclusive of the chargeable interest to 211,136.6K rubles and extension of the loan repayment period
Transaction price
211,136.6K rubles
December
24, 2013
Granting by Rosneft (licensor) to LLC RN-Yuganskneftegaz (licensee) of the right to use software and provision of the services for technical support
of the transferred software. The total contract value is 10,169.4K rubles (inclusive of VAT)
Transaction price
10,169.4K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of natural and associated gas to LLC RN-Yuganskneftegaz (buyer) in a volume of 1,121.216 mln cubic meters for a total price
of 2,033,162.11K rubles (inclusive of VAT)
Transaction price
2,033,162.11K rubles
(inclusive of VAT)
December
29, 2012
Sale by Rosneft (seller) of petroleum products to LLC RN-Yuganskneftegaz (buyer) in a volume of 141.0 kt for a total price of 5,582,592.002K rubles
(inclusive of VAT)
Transaction price
5,582,592.002K rubles
(inclusive of VAT)
December
29, 2012
Performance by LLC RN-Yuganskneftegaz (consignee) of the actions for Rosneft (consignor) associated with sales of crude oil in a volume of 82.8
kt for a compensation in an amount of 12,213.65K rubles (inclusive of VAT)
Transaction price
12,213.65K rubles
(inclusive of VAT)
December
29, 2012
Performance by LLC RN-Yuganskneftegaz (consignee) of the actions for Rosneft (consignor) associated with sales of MLHM (multi-component light
hydrocarbon mixture) in a volume of 7.59 thousand cubic meters for a compensation in an amount of 2,335.7K rubles (inclusive of VAT)
Transaction price
2,335.7K rubles
(inclusive of VAT)
December
29, 2012
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
237
Transaction price,
effected transaction
price
Decision
date
Performance by LLC RN-Yuganskneftegaz (agent) of the actions for Rosneft (principal) associated with arrangement of execution of pilot works in
the framework of the Target Innovative Projects for a compensation in an amount of 11,552.0K rubles (inclusive of VAT)
Transaction price
11,552.0K rubles
(inclusive of VAT)
February 18,
2013
Performance by LLC RN-Yuganskneftegaz (agent) for a compensation in an amount of 34,516.0K rubles (inclusive of VAT) of the actions for Rosneft
(principal) associated with arrangement of the following in the territory of the Khanty-Manssiyskiy Autonomous Area - Yugra:
preparation of the depletion plans for field development (FDP), integrated projects and current development monitoring of the fields owned by Rosneft;
execution of exploration works on the license areas owned by Rosneft
Transaction price
34,516.0K rubles
(inclusive of VAT)
March 5,
2013
Provision by LLC RN-Yuganskneftegaz (contractor) of legal services to Rosneft (customer) for a compensation in an amount of7,626.0K rubles
(inclusive of VAT)
Transaction price
7,626.0K rubles
(inclusive of VAT)
May 6, 2013
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC RN-Yuganskneftegaz (lender) in an amount of 300,000.0K rubles for a term
of up to 5 years. The total transaction value inclusive of the interest is 405,000.0K rubles
Transaction price
405,000.0K rubles
May 6, 2013
10
Performance by LLC RN-Yuganskneftegaz (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
land management and settlement of the land relationships between Rosneft and the holders of title to the land plots occupied by the immovable
assets of Rosneft located in the territory of the Khanty-Manssiyskiy Autonomous Area - Yugra for a compensation in an amount of 15,184.9K rubles
(inclusive of VAT)
Transaction price
15,184.9K rubles
(inclusive of VAT)
11
Performance by LLC RN-Yuganskneftegaz (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
registration of the title to and transactions with immovable assets in the territory of the Khanty-Manssiyskiy Autonomous Area - Yugra for a compensation in an amount of 1,920.0K rubles (inclusive of VAT)
Transaction price
1,920.0K rubles
(inclusive of VAT)
12
Performance by LLC RN-Yuganskneftegaz (agent) upon assignment, on behalf and at the expense of Rosneft (principal) of the actions for arranging
the disposal of the non-core assets of Rosneft and the assets that are not engaged in the operating process for a compensation in an amount of
3,050.0K rubles (inclusive of VAT)
Transaction price
3,050.0K rubles
(inclusive of VAT)
13
Provision by LLC RN-Yuganskneftegaz (contractor) of the services to Rosneft (customer) for upkeeping and maintenance of the mothballed immovable
assets owned by Rosneft that are not engaged in the operating process for a compensation in an amount of 45,028.0K rubles (inclusive of VAT)
Transaction price
45,028.0K rubles
(inclusive of VAT)
14
Provision by LLC RN-Yuganskneftegaz (keeper) of the services to Rosneft (depositor) for storage of the mothballed movable assets that are not
engaged in the operating process owned by Rosneft for a compensation in an amount of 6,397.0K rubles (inclusive of VAT)
Transaction price
6,397.0K rubles
(inclusive of VAT)
15
Performance by LLC RN-Yuganskneftegaz (agent) upon assignment of Rosneft (principal) on its own behalf and at the expense of Rosneft or on behalf
and at the expense of Rosneft of the actions for arranging execution of the works (provision of the services) for abandonment and suspension of
some wells, liquidation and mothballing of some fixed assets owned by Rosneft and located in the region of presence of LLC RN-Yuganskneftegaz
for a compensation in an amount of 10,783.0K rubles (inclusive of VAT)
Transaction price
10,783.0K rubles
(inclusive of VAT)
16
Transfer by LLC RN-Yuganskneftegaz (lessor) for temporary possession and use to Rosneft (lessee) of some movable assets for a fee in an amount
of 8.4K rubles per year (inclusive of VAT)
Transaction price
8.4K rubles per year
(inclusive of VAT)
17
Provision by Rosneft (contractor) of the services to LLC RN-Yuganskneftegaz (customer) associated with insurance of the customers assets, machines
and mechanisms against breakdown, damages resulting from an interruption in the customers operations, arrangement of reinsurance protection
for a compensation in an amount of 2,352.9K rubles (inclusive of VAT)
Transaction price
2,352.9K rubles
(inclusive of VAT)
August 2,
2013
18
Performance by LLC RN-Yuganskneftegaz (agent) on its own behalf upon assignment and at the expense of Rosneft (principal) for a compensation
in an amount of 12,314.6K rubles (inclusive of VAT) of the actions for arranging:
stocktaking of waste (drill cuttings) disposal sites, non-remediated waste pits and subsequent disposal of the stock-taken waste (drill cuttings)
remediation of at least 133 temporary sludge collectors and subsequent handover of the remediated areas to the regulatory bodies
development and formalization of the work method statements for remediating at least 218 ha of oil-contaminated lands
remediation of at least 450 ha of oil-contaminated lands and subsequent handover of the remediated areas by the deadlines stated in the work
method statements or earlier
supervision of the land remediation works
formalization of lease, properties and development plans for the forests located on the lands
payment of leasing fees for the oil-contaminated lands
neutralization of at least 100,000 cubic meters of oily waste, oil-contaminated earth (viscous and solid oil sludge) with subsequent final disposal
of the waste resulting from the neutralization
filling of the electronic base of environmental documentation in the corporate GIS with information based on the completed stocktaking of
oil-contaminated lands and its integration into the Rosneft system
entering into a service contract for provision of personnel to arrange execution of works with the contractual documentation
Transaction price
12,314.6K rubles
(inclusive of VAT)
August 30,
2013
19
Purchase by Rosneft (buyer) from LLC RN-Yuganskneftegaz (seller) of the design and cost estimate documentation (DCED) for the sites of abandonment of depleted areas of occurrence of widespread mineral resources. Transaction price 1,880.1K rubles (inclusive of VAT)
Transaction price
1,880.1K rubles (inclusive of VAT)
November 8,
2013
20
Sale by Rosneft (seller) of natural and associated gas to LLC RN-Yuganskneftegaz (buyer) in a volume of 1,192.684 mln cubic meters for a total price
of 2,133,301.31K rubles (inclusive of VAT)
Transaction price
2,133,301.31K rubles
(inclusive of VAT)
December
24, 2013
Change in the terms and conditions of the transaction for procurement by Rosneft (borrower) of an interest-bearing loan from LLC SamaraNIPIneft
(lender) in an amount of 550,000.0K rubles at most regarding an increase of the loan amount to 1,000,000.0K rubles and the total transaction value
inclusive of the chargeable interest to 1,350,191.8K rubles
Transaction price
1,350,191.8K rubles
December
24, 2013
Granting by Rosneft (lender) of an interest-bearing loan to LLC Sanatoriy Neftyanik Kubani (borrower) for funding the operating activity in an amount
of 22,040.34K rubles for a term of up to 2 years. The total transaction value inclusive of the interest is 26,449.20K rubles
Transaction price
26,449.20K rubles
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to LLC Sanatoriy Neftyanik Kubani
(borrower) for funding the operating activity in an amount of 1,350,000.0K rubles regarding a decrease of the loan amount to 76,860.5K rubles,
extension of the loan repayment period and a decrease of the total transaction value inclusive of the chargeable interest to 88,591.1K rubles
Transaction price
88,591.1K rubles
August 30,
2013
granting by Rosneft (lender) of an interest-bearing loan to LLC Sanatoriy Neftyanik Kubani (borrower) for funding the investment activity in an amount
of 63,000.0K rubles for a term of 3 years. The total transaction value inclusive of the interest will be 81,900.0K rubles
Transaction price
81,900.0K rubles
November 8,
2013
238
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-free loan to LLC Sanatoriy Neftyanik Kubani
(borrower) for funding the operating activity in an amount of 154,963.8K rubles regarding establishment of an interest rate, an increase of the total
transaction value inclusive of the chargeable interest to 155,091.5K rubles and extension of the loan repayment period
Transaction price
155,091.5K rubles
December
24, 2013
2.2.2. On Item # 6:
Granting by Rosneft (lender) of an interest-bearing loan to LLC Taas-Yuryakh Neftegazodobycha (borrower) for a term of 1 year in Russian rubles at
the Russian Central Bank exchange rate for the date of payment in an amount equivalent to US$ 4.43 mln. The total transaction value inclusive of
the interest will be an equivalent of US$ 5.06 mln
Transaction price
US$ 5.06 mln
September
18, 2013
2.2.2. On Item # 6:
Change in the terms and conditions of the transaction for granting of interest-bearing loans to LLC Taas-Yuryakh Neftegazodobycha (debtor) where
the right of claim is acquired by Rosneft (new debtee) from Waynegold Limited (Cyprus) (current debtee) for a total amount of up to US$ 1,344.3
mln regarding alteration of the interest rate
Transaction price
US$ 1,344.3 mln
September
18, 2013
Granting by Rosneft (lender) of an interest-bearing loan to LLC Taas-Yuryakh Neftegazodobycha (borrower) for funding the investment activity
in an amount of 4,516,187.0K rubles for a term of 3 years. The total transaction value inclusive of the interest will be up to 5,681,363.25K rubles
Transaction price
5,681,363.25K rubles
December
24, 2013
Transactions where LLC Taas-Yuryakh Neftegazodobycha and Waynegold Limited (Cyprus) is a party
Persons/entities related to the transactions:
E.Yu. Khudainatov (until September 18, 2013) Deputy Chairman of the Rosneft Management Board, Chairman of the Board of Directors of LLC Taas-Yuryakh Neftegazodobycha, which is a
party to the transactions; E.M. Liron (since October 14, 2013) Deputy Chairman of the Rosneft Management Board, Chairman of the Board of Directors of LLC Taas-Yuryakh Neftegazodobycha,
which is a party to the transactions
1
2.2.2. On Item # 6:
Acquisition by Rosneft (new debtee) of the rights of claim under the loan agreements between Waynegold Limited (Cyprus) (current debtee) and
LLC Taas-Yuryakh Neftegazodobycha (debtor) for a total amount of up to US$ 1,344.3 mln
Transaction price
US$ 1,344.3 mln
September
18, 2013
Transactions where LLC RN-Uvatneftegaz (LLC TNK-Uvat prior to November 14, 2013) is a party
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ a Rosneft shareholder that owns in excess of 20% of the Companys voting shares (the Subsidiary is an affiliate of OJSC ROSNEFTEGAZ and a party to the transactions);
E.M. Liron (from September 18, 2013 to November 5, 2013) Deputy Chairman of the Rosneft Management Board, Chairman of the Board of Directors of LLC Taas-Yuryakh Neftegazodobycha,
which is a party to the transactions
1
Procurement by Rosneft (borrower) of interest-bearing loans from LLC TNK-Uvat (lender) in an amount of up to 38,000,000.0K rubles for a term of
up to 5 years. The total transaction value inclusive of the interest will be up to 49,400,000.0K rubles
Transaction price
49,400,000.0K rubles
March 21,
2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to LLC Futbolnyi Klub Tom for
funding the operating activity in an amount of 100,000.0K rubles regarding amendment of the interest charging procedure, extension of the loan
repayment period and an increase of the total transaction value inclusive of the chargeable interest to 118,060.5K rubles
Transaction price
118,060.5K rubles
August 30,
2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to LLC Futbolnyi Klub Tom for
funding the operating activity in an amount of 100,000.0K rubles regarding amendment of the interest charging procedure, extension of the loan
repayment period and an increase of the total transaction value inclusive of the chargeable interest to 118,859.6K rubles
Transaction price
118,859.6K rubles
August 30,
2013
Change in the terms and conditions of the transaction for granting by Rosneft (lender) of an interest-bearing loan to LLC Futbolnyi Klub Tom for
funding the operating activity in an amount of 7,500.0K rubles regarding amendment of the interest charging procedure, extension of the loan
repayment period and an increase of the total transaction value inclusive of the chargeable interest to 8,822.2K rubles
Transaction price
8,822.2K rubles
August 30,
2013
Granting by Rosneft (licensor) to LLC PSC RN-Okhrana (licensee) of the right to use software and provision of the services for technical support of
the transferred software. The total contract value is 246.6K rubles (inclusive of VAT)
Transaction price
246.6K rubles (inclusive of VAT)
December
29, 2012
Procurement by Rosneft (borrower) of an interest-bearing loan from LLC PSC RN-Okhrana (lender) in an amount of 200,000.0K rubles for a term of
up to 5 years. The total transaction value inclusive of the interest is 270,000.0K rubles
Transaction price
270,000.0K rubles
May 6, 2013
Provision by LLC PSC RN-Okhrana (contractor) of the services to Rosneft (customer) for maintenance of the physical security equipment in the
Rosneft offices in Moscow for a compensation in an amount of 19,052.804K rubles (inclusive of VAT)
Transaction price
19,052.804K rubles
(inclusive of VAT)
Provision by LLC PSC RN-Okhrana (contractor) of the services to Rosneft (customer) for guarding the Rosneft assets including when the latter are
being transported and the services for guarding the corporate events for a compensation in an amount of 998,936.92K rubles (inclusive of VAT)
Transaction price
998,936.92K rubles
(inclusive of VAT)
Transfer by Rosneft (lessor) for temporary possession and use to LLC PSC RN-Okhrana (lessee) of some fixed assets owned by Rosneft for a fee in
an amount of 564.0K rubles per year (inclusive of VAT)
Transaction price
564.0K rubles per year
(inclusive of VAT)
Granting by Rosneft (lender) of an interest-bearing loan to Novy Investments Limited (borrower) for a term of up to 3 years in an amount of US$
1,800,000.0K. The total transaction value inclusive of the interest will be US$ 1,962,000.0K
Transaction price
US$ 1,962,000.0K
September
18, 2013
Supply by Rosneft (supplier) to Rosneft Trading SA (buyer) of gasoline in a volume of up to 30.0 kt for a total price of up to US$ 30,000.0K on CPT
Nakhodka East terms
ROSNEFT
Transaction price
US$ 30,000.0K
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
December
24, 2013
239
Transaction price,
effected transaction
price
Decision
date
Supply by Rosneft (supplier) to Rosneft Trading SA (buyer) of diesel fuel in a volume of up to 23.505 kt for a total price of up to US$ 25,000.0K on
CPT Nakhodka East terms
Transaction price
US$ 25,000.0K
December
24, 2013
Supply by Rosneft (supplier) to Rosneft Trading SA (buyer) of fuel oil in a volume of up to 1,200.0 kt for a total price of up to US$ 890,400.0K on
FOB Tuapse terms
Transaction price
US$ 890,400.0K
December
24, 2013
Supply by Rosneft (supplier) to Rosneft Trading SA (buyer) of fuel oil in a volume of up to 2,400.0 kt for a total price of up to US$ 1,780,000.0K on
FOB Baltic Sea Ports terms
Transaction price
US$ 1,780,000.0K
December
24, 2013
Transactions where Rosneft Industrial Holdings Limited (TNK Industrial Holdings Limited prior to November 26, 2013) is a party
Persons/entities related to the transactions:
E.Yu. Khudainatov (from March 21, 2013 to September 18, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft Industrial Holdings Limited, which is
a party to the transactions; P.I. Lazarev (since March 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft Industrial Holdings Limited, which is a
party to the transactions
1
Procurement by Rosneft (borrower) of interest-bearing loans from TNK Industrial Holdings Limited (lender) in an amount of up to US$ 1,200,000.0K
for a term of up to 5 years. The total transaction value inclusive of the interest will be up to US$ 1,500,000.0K
Transaction price
US$ 1,500,000.0K
March 21,
2013
Transactions where Rosneft Trade Limited (TNK Trade Limited prior to November 5, 2013) is a party
Person/entity related to the transactions:
D. Casimiro (since March 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft Trade Limited, which is a party to the transactions
1
Provision by Rosneft (Contractor) of the services to TNK Trade Limited (Customer) for arranging transportation, transshipment of crude oil and
petroleum products in a quantity of 1,170.0 kt for a compensation in an amount of 66.381K rubles (inclusive of VAT)
Transaction price
66.381K rubles (inclusive of VAT)
Provision by Rosneft (Contractor) of the services to TNK Trade Limited (Customer) for arranging transshipment and transportation of crude oil and
petroleum products for a compensation in an amount of 45.0K rubles (inclusive of VAT)
Transaction price
45.0K rubles (inclusive
of VAT)
Sale by Rosneft (seller) to TNK Trade Limited (buyer) of petroleum products in a volume of 400.0 kt for a total price of 13,255,680.0K rubles (inclusive of VAT)
Transaction price
13,255,680.0K rubles
(inclusive of VAT)
Sale by Rosneft (seller) to TNK Trade Limited (buyer) of vacuum gasoil in a volume of 540.0 kt for a total price of 14,743,296.0K rubles (inclusive of VAT)
Transaction price
14,743,296.0K rubles
(inclusive of VAT)
Procurement by Rosneft (borrower) of an interest-bearing loan from TNK Trade Limited (lender) in an amount of US$ 1,200,000.0K at most for a
term of up to 5 years. The total transaction value inclusive of the interest will be US$ 1,500,000.0K
Transaction price
US$ 1,500,000.0K
Sale by Rosneft (seller) to TNK Trade Limited (buyer) of BGS straight-run gasoline (Naphtha) in a volume of 1,007.5 kt for a total price of 33,542,496.0K
rubles (inclusive of VAT)
Transaction price
33,542,496.0K rubles
(inclusive of VAT)
Sale by Rosneft (seller) to TNK Trade Limited (buyer) of Euro 350 PPM diesel fuel in a volume of 600.0 kt for a total price of 19,883,520.0K rubles
(inclusive of VAT)
Transaction price
19,883,520.0K rubles
(inclusive of VAT)
Sale by Rosneft (seller) to TNK Trade Limited (buyer) of Euro 10 PPM diesel fuel in a volume of 1,800.0 kt for a total price of 59,650,560.0K rubles
(inclusive of VAT)
Transaction price
59,650,560.0K rubles
(inclusive of VAT)
Sale by Rosneft (seller) to TNK Trade Limited (buyer) of fuel oil on FOB Saratov and/or Black Sea Port terms in a volume of 3,500.0 kt for a total
price of 75,398,400.0K rubles (inclusive of VAT)
Transaction price
75,398,400.0K rubles
(inclusive of VAT)
10
Sale by Rosneft (seller) to TNK Trade Limited (buyer) of vacuum gasoil on FOB Saratov and/or Black Sea Port terms in a volume of 720.0 kt for a
total price of 19,657,728.0K rubles (inclusive of VAT)
Transaction price
19,657,728.0K rubles
(inclusive of VAT)
11
Sale by Rosneft (seller) to TNK Trade Limited (buyer) of fuel oil on FOB Baltic Sea Port terms in a volume of 3,500.0 kt for a total price of 75,398,400.0K
rubles (inclusive of VAT)
Transaction price
75,398,400.0K rubles
(inclusive of VAT)
12
Sale by Rosneft (seller) to TNK Trade Limited (buyer) of crude oil on FOB terms in a volume of 2,750.0 kt for a total price of 76,560,000.0K rubles
(inclusive of VAT)
Transaction price
76,560,000.0K rubles
(inclusive of VAT)
13
Sale by Rosneft (seller) to TNK Trade Limited (buyer) of crude oil on DAF terms in a volume of 2,750.0 kt for a total price of 76,560,000.0K rubles
(inclusive of VAT)
Transaction price
76,560,000.0K rubles
(inclusive of VAT)
Transactions where Rosneft Trade Limited (TNK Trade Limited prior to November 5, 2013) and BP Oil International Limited (UK) is a party
Persons/entities related to the transactions:
R. Dudley (since June 20, 2013) Member of the Board of Directors of Rosneft (the Subsidiary is an affiliate of R. Dudley and a party to the transactions); D. Casimiro (since March 21, 2013)
Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft Trade Limited, which is a party to the transactions
1
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with BP
Oil International Limited (buyer) for supply of fuel oil in a volume of 1,200.0 kt for a total price of 25,850,880.0K rubles
Transaction price
25,850,880.0K rubles
August 30,
2013
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with BP
Oil International Limited (buyer) for supply of vacuum gasoil in a volume of 720.0 kt for a total price of 19,657,728.0K rubles
Transaction price
19,657,728.0K rubles
August 30,
2013
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with BP Oil
International Limited (buyer) for supply of straight-run gasoline (naphtha) in a volume of 52.5 kt for a total price of 1,747,872.0K rubles (inclusive of VAT)
Transaction price
1,747,872.0K rubles
(inclusive of VAT)
August 30,
2013
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with BP
Oil International Limited (buyer) for supply of diesel fuel in a volume of 300.0 kt for a total price of 9,941,760.0K rubles (inclusive of VAT)
Transaction price
9,941,760.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where Rosneft Trade Limited (TNK Trade Limited prior to November 5, 2013) and DAXIN PETROLEUM PTE LTD. is a party
Person/entity related to the transactions:
D. Casimiro (since March 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft Trade Limited, which is a party to the transactions
240
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with
DAXIN PETROLEUM PTE LTD. (buyer) for supply of straight-run gasoline (naphtha) in a volume of 80.0 kt for a total price of 2,663,424.0K rubles
(inclusive of VAT)
Transaction price
2,663,424.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where Rosneft Trade Limited (TNK Trade Limited prior to November 5, 2013) and ENI TRADING AND SHIPPING S.P.A. is a party
Person/entity related to the transactions:
D. Casimiro (since March 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft Trade Limited, which is a party to the transactions
1
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with ENI
TRADING AND SHIPPING S.P.A (buyer) for supply of crude oil in a volume of 1,056.0 kt for a total price of 29,399,040.0K rubles (inclusive of VAT)
Transaction price
29,399,040.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where Rosneft Trade Limited (TNK Trade Limited prior to November 5, 2013) and GALAXY ENERGY INTERNATIONAL LIMITED is a party
Person/entity related to the transactions:
D. Casimiro (since March 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft Trade Limited, which is a party to the transactions
1
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with
GALAXY ENERGY INTERNATIONAL LIMITED (buyer) for supply of fuel oil in a volume of 1,200.0 kt for a total price of 25,850,880.0K rubles
Transaction price
25,850,880.0K rubles
August 30,
2013
Transactions where Rosneft Trade Limited (TNK Trade Limited prior to November 5, 2013) and GUNVOR S.A. is a party
Person/entity related to the transactions:
D. Casimiro (since March 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft Trade Limited, which is a party to the transactions
1
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with
GUNVOR S.A. (buyer) for supply of fuel oil in a volume of 1,380.0 kt for a total price of 29,728,512.0K rubles
Transaction price
29,728,512.0K rubles
August 30,
2013
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with
GUNVOR S.A. (buyer) for supply of straight-run gasoline (naphtha) in a volume of 426 kt for a total price of 14,182,732.800K rubles (inclusive of VAT)
Transaction price
14,182,732.800K rubles
(inclusive of VAT)
August 30,
2013
Transactions where Rosneft Trade Limited (TNK Trade Limited prior to November 5, 2013) and Holt Global Limited is a party
Person/entity related to the transactions:
D. Casimiro (since March 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft Trade Limited, which is a party to the transactions
1
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with Holt
Global Limited (buyer) for supply of fuel oil in a volume of 3,600.0 kt for a total price of 77,552,640.0K rubles
Transaction price
77,552,640.0K rubles
August 30,
2013
Transactions where Rosneft Trade Limited (TNK Trade Limited prior to November 5, 2013) and SHELL INTERNATIONAL TRADING
AND SHIPPING COMPANY LIMITED is a party
Person/entity related to the transactions:
D. Casimiro (since March 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft Trade Limited, which is a party to the transactions
1
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with
SHELL INTERNATIONAL TRADING AND SHIPPING COMPANY LIMITED (buyer) for supply of crude oil in a volume of 1,188.0 kt for a total price of
33,073,920.0K rubles (inclusive of VAT)
Transaction price
33,073,920.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where Rosneft Trade Limited (TNK Trade Limited prior to November 5, 2013) and Smann S.A. is a party
Person/entity related to the transactions:
D. Casimiro (since March 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft Trade Limited, which is a party to the transactions
1
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with Smann
S.A. (buyer) for supply of straight-run gasoline (naphtha) in a volume of 10.0 kt for a total price of 332,928.0K rubles (inclusive of VAT)
Transaction price
332,928.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where Rosneft Trade Limited (TNK Trade Limited prior to November 5, 2013) and STATOIL ASA is a party
Person/entity related to the transactions:
D. Casimiro (since March 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft Trade Limited, which is a party to the transactions
1
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with
STATOIL ASA (buyer) for supply of crude oil in a volume of 1,980.0 kt for a total price of 55,123,200.0K rubles (inclusive of VAT)
Transaction price
55,123,200.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where Rosneft Trade Limited (TNK Trade Limited prior to November 5, 2013) and SVL Commodities Ltd. is a party
Person/entity related to the transactions:
D. Casimiro (since March 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft Trade Limited, which is a party to the transactions
1
Acceptance by Rosneft (new principal) from TNK Trade Limited (principal) of the rights and responsibilities of the principal under a contract with
SVL Commodities Ltd. (agent) for arranging offshore transshipment with engagement of storage tankers. The total volume of petroleum products
to be transshipped may be up to 1,750.0 kt with the total contract value of up to 435,600.0K rubles (inclusive of VAT)
Transaction price
435,600.0K rubles
(inclusive of VAT)
August 30,
2013
Acceptance by Rosneft (new principal) from TNK Trade Limited (principal) of the rights and responsibilities of the principal under a contract with
SVL Commodities Ltd. (agent) for arrangement of transportation. The total volume of petroleum products to be transported may be up to 440.0 kt
with the total contract value of up to 246,600.0K rubles (inclusive of VAT)
Transaction price
246,600.0K rubles
(inclusive of VAT)
August 30,
2013
Acceptance by Rosneft (new principal) from TNK Trade Limited (principal) of the rights and responsibilities of the principal with simultaneous acceptance by SVL Commodities Ltd. (new agent) of the rights and responsibilities of the agent under a contract with SVL Activ Trading Ltd. (agent)
for cargo transportation. The total volume of petroleum products to be transported may be up to 1,040.0 kt with the total contract value of up to
1,357,620.0K rubles (inclusive of VAT)
Transaction price
1,357,620.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where Rosneft Trade Limited (TNK Trade Limited prior to November 5, 2013) and Tintrade Ltd. is a party
Person/entity related to the transactions:
D. Casimiro (since March 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft Trade Limited, which is a party to the transactions
1
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with
Tintrade Ltd. (buyer) for supply of vacuum gasoil in a volume of 540.0 kt for a total price of 14,743,296.0K rubles (inclusive of VAT)
Transaction price
14,743,296.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where Rosneft Trade Limited (TNK Trade Limited prior to November 5, 2013) and TOTSA Total Oil Trading SA is a party
Person/entity related to the transactions:
D. Casimiro (since March 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft Trade Limited, which is a party to the transactions
1
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with TOTSA
Total Oil Trading SA (buyer) for supply of crude oil in a volume of 1,980.0 kt for a total price of 55,123,200.0K rubles (inclusive of VAT)
ROSNEFT
Transaction price
55,123,200.0K rubles
(inclusive of VAT)
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
August 30,
2013
241
Transaction price,
effected transaction
price
Decision
date
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with TOTSA
Total Oil Trading SA (buyer) for fuel oil in a volume of 630.0 kt for a total price of 13,571,712.0K rubles (inclusive of VAT)
Transaction price
13,571,712.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where Rosneft Trade Limited (TNK Trade Limited prior to November 5, 2013) and Trafigura Pte Ltd. is a party
Person/entity related to the transactions:
D. Casimiro (since March 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft Trade Limited, which is a party to the transactions
1
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with
Trafigura Pte Ltd (buyer) for supply of crude oil in a volume of 1,320.0 kt for a total price of 36,748,800.0K rubles (inclusive of VAT)
Transaction price
36,748,800.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where Rosneft Trade Limited (TNK Trade Limited prior to November 5, 2013) and Vitol S.A. is a party
Person/entity related to the transactions:
D. Casimiro (since March 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft Trade Limited, which is a party to the transactions
1
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with
Vitol S.A. (buyer) for supply of straight-run gasoline (naphtha) in a volume of 440.0 kt for a total price of 14,648,832.0K rubles (inclusive of VAT)
Transaction price
14,648,832.0K rubles
(inclusive of VAT)
August 30,
2013
Acceptance by Rosneft (new supplier) from TNK Trade Limited (supplier) of the rights and responsibilities of the supplier under a contract with Vitol
S.A. (buyer) for supply of diesel fuel in a volume of 300.0 kt for a total price of 9,941,760.0K rubles (inclusive of VAT)
Transaction price
9,941,760.0K rubles
(inclusive of VAT)
August 30,
2013
Transactions where Rosneft Finance S.A. (TNK-BP Finance S.A. prior to June 11, 2013) is a party
Person/entity related to the transactions:
P.I. Lazarev (since March 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft Finance S.A., which is a party to the transactions
1
Procurement by Rosneft (borrower) of interest-bearing loans from TNK-BP Finance S.A. (lender) in an amount of up to US$ 1,200,000.0K for a term
of up to 5 years. The total transaction value inclusive of the interest will be up to US$ 1,500,000.0K
Transaction price
US$ 1,500,000.0K
March 21,
2013
Transactions where Rosneft International Holdings Limited (TNK-BP International Limited prior to June 6, 2013,
TNK International Limited from June 6, 2013 to June 28, 2013) is a party
Persons/entities related to the transactions:
E.Yu. Khudainatov (from March 21, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member of the Board of Directors of Rosneft International Holdings
Limited, which is a party to the transactions; P.I. Lazarev (since March 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of Rosneft International Holdings
Limited, which is a party to the transactions
1
Procurement by Rosneft (borrower) of interest-bearing loans from TNK-BP International Limited (lender) in an amount of up to US$ 1,200,000.0K
for a term of up to 5 years. The total transaction value inclusive of the interest will be up to US$ 1,500,000.0K
Transaction price
US$ 1,500,000.0K
March 21,
2013
Procurement by Rosneft (borrower) of interest-bearing loans from TOC Investments Corporation (lender) in an amount of up to US$ 1,200,000.0K
for a term of up to 5 years. The total transaction value inclusive of the interest will be up to US$ 1,500,000.0K
Transaction price
US$ 1,500,000.0K
March 21,
2013
Provision by Rosneft (contractor) of services to Barentsmorneftegaz S.A R.L. (customer) in the area of general project management; carrying out
geological and geophysical studies; supervision, engineering, planning, management and execution of drilling works; keeping of financial and tax
accounts, government relations, public relations support; legal services; health, safety and environment; other services. The transaction has no valuation
Provision by Rosneft (contractor) of services to Karmorneftegaz S.A R.L. (customer) in the area of carrying out geological and geophysical studies;
keeping of financial and tax accounts, government relations, health, safety and environment; public relations support; legal services; other services.
The transaction has no valuation.
Granting by Rosneft (lender), upon completion of the exploration period, of loans to Kashevarmorneftegaz S.A R.L. (borrower) in an amount of
66.67% of the required funding of the expenditures to create the auxiliary assets associated with development and production in the framework
of the Kashevarovskiy project. The total transaction value inclusive of the interest will not exceed 2% of the book value of the Rosneft assets
Transaction price
66.67% of the required
funding of the expenditures to create the
auxiliary assets associated with development
and production in the
framework of the Kashevarovskiy project
September
12, 2013
Provision by Rosneft (contractor) of services to Kashevarmorneftegaz S.A R.L. (operator) in the matters of management, coordination activity, health
and environment, government and other external relations, information technology, security, support services and other matters of the activity of
Kashevarmorneftegaz S.A R.L. by detaching the Rosneft personnel to work in an agreed location for an agreed period of time for a compensation
in an amount of max. 250.0 mln rubles per year and max. 750.0 mln rubles for the exploration period
Transaction price
max. 250.0 mln rubles
per year and max.
750.0 mln rubles for
the exploration period
December
24, 2013
Change in the terms and conditions of the transaction for provision to Kashevarmorneftegaz S.A R.L. (operator) of the services of Rosneft (license
holder) in the framework of implementation of the project on the Kashevarovskiy license area in the Sea of Okhotsk regarding an update of the
provisions on the liability of Kashevarmorneftegaz S.A R.L. to Rosneft (without changing the price for the services provided by the operator)
December
24, 2013
242
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Granting by Rosneft (lender), upon completion of the exploration period, of loans to Lisyanskmorneftegaz S.A R.L. (borrower) in an amount of 66.67%
of the required funding of the expenditures to create the auxiliary assets associated with development and production in the framework of the
Lisyanskiy project. The total transaction value inclusive of the interest will not exceed 2% of the book value of the Rosneft assets
Transaction price
66.67% of the required
funding of the expenditures to create the
auxiliary assets associated with development
and production in
the framework of the
Lisyanskiy project
September
12, 2013
Provision by Rosneft (contractor) of services to Lisyanskmorneftegaz S.A R.L. (operator) in the matters of management, coordination activity, health
and environment, government and other external relations, information technology, security, support services and other matters of the activity of
Lisyanskmorneftegaz S.A R.L. by detaching the Rosneft personnel to work in an agreed location for an agreed period of time for a compensation
in an amount of max. 250.0 mln rubles per year and max. 750.0 mln rubles for the exploration period
Transaction price
max. 250.0 mln rubles
per year and max.
750.0 mln rubles for
the exploration period
December
24, 2013
Change in the terms and conditions of the transaction for provision to Lisyanskmorneftegaz S.A R.L. (operator) of the services of Rosneft (license
holder) in the framework of implementation of the project on the Lisyanskiy license area in the Sea of Okhotsk regarding an update of the provisions
on the liability of Lisyanskmorneftegaz S.A R.L. to Rosneft (without changing the price for the services provided by the operator)
December
24, 2013
Granting by Rosneft (lender), upon completion of the exploration period, of loans to Magadanmorneftegaz S.A R.L. (borrower) in an amount of
66.67% of the required funding of the expenditures to create the auxiliary assets associated with development and production in the framework of
the Magadan 1 project. The total transaction value inclusive of the interest will not exceed 2% of the book value of the Rosneft assets
Transaction price
66.67% of the required
funding of the expenditures to create the
auxiliary assets associated with development
and production in
the framework of the
Magadan 1 project
September
12, 2013
Provision by Rosneft (contractor) of services to Magadanmorneftegaz S.A R.L. (operator) in the matters of management, coordination activity, health
and environment, government and other external relations, information technology, security, support services and other matters of the activity of
Magadanmorneftegaz S.A R.L. by detaching the Rosneft personnel to work in an agreed location for an agreed period of time for a compensation
in an amount of max. 250.0 mln rubles per year and max. 750.0 mln rubles for the exploration period
Transaction price
max. 250.0 mln rubles
per year and max.
750.0 mln rubles for
the exploration period
December
24, 2013
Change in the terms and conditions of the transaction for provision to Magadanmorneftegaz S.A R.L. (operator) of the services of Rosneft (license
holder) in the framework of implementation of the project on the Magadan-1 license area in the Sea of Okhotsk regarding an update of the provisions
on the liability of Magadanmorneftegaz S.A R.L. to Rosneft (without changing the price for the services provided by the operator)
December
24, 2013
Granting by Rosneft (lender), upon completion of the exploration period, of loans to Perseimorneftegaz S.A R.L. (borrower) in an amount of 66.67%
of the required funding of the expenditures to create the auxiliary assets associated with development and production in the framework of a project
in the Barents Sea. The total transaction value inclusive of the interest will not exceed 2% of the book value of the Rosneft assets
Transaction price
66.67% of the required
funding of the expenditures to create the
auxiliary assets associated with development
and production in the
framework of a project
in the Barents Sea
September
12, 2013
Provision by Rosneft (contractor) of services to Perseimorneftegaz S.A R.L. (operator) in the matters of management, coordination activity, health
and environment, government and other external relations, information technology, security, support services and other matters of the activity of
Perseimorneftegaz S.A R.L. by detaching the Rosneft personnel to work in an agreed location for an agreed period of time for a compensation in
an amount of max. 250.0 mln rubles per year and max. 750.0 mln rubles for the exploration period
Transaction price
max. 250.0 mln rubles
per year and max.
750.0 mln rubles for
the exploration period
December
24, 2013
Change in the terms and conditions of the transactions for provision to Perseimorneftegaz S.A R.L. (operator) of the services of Rosneft (license
holder) in the framework of implementation of the project on the Perseevskiy license area in the Barents Sea regarding an update of the provisions
on the liability of Perseimorneftegaz S.A R.L. to Rosneft (without changing the price for the services provided by the operator)
December
24, 2013
Transfer by Rosneft (license owner) to Trizneft Pilot S.A R.L. (operator) of the exclusive right to implement a program of pilot works on the Achimov
and Bazhenov deposits in West Siberian license areas and receipt by Rosneft (license owner) from Trizneft Pilot S.A R.L. (operator) of the operational
services related to horizontal wells, consulting services related to vertical wells, services for carrying out geological/geophysical surveys and evaluation
ROSNEFT
Transaction price
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
December
10, 2013
243
Transaction price,
effected transaction
price
Decision
date
Procurement by Rosneft (borrower) of a loan from Trizneft Pilot S.A R.L. (lender) in an amount that is required to cover the expenditures incurred
by Rosneft to implement the Pilot Work Program in accordance with the terms and conditions of the Shareholding and Operating Agreement with
payout of the principal debt and accrued interest from subsequent revenues subject to Project success
Transaction price
December
10, 2013
Provision by Rosneft (contractor) of the services to Trizneft Pilot S.A R.L. (operator) in accordance with separate service memorandums to contain
the lists and price for the services to be provided
December
10, 2013
Provision by Rosneft (contractor) of the services to Trizneft Pilot S.A R.L. (operator) for staffing in accordance with separate specifications to contain
the purpose and scope of the services, service period, headcount and the required skills, knowledge and experience of the personnel and the
location where the services are to be provided
December
10, 2013
Provision by Rosneft (contractor) of services to Tuapsemorneftegaz S.A R.L. (customer) in the area of carrying out geological and geophysical
studies; keeping of financial and tax accounts, government relations, public relations support; legal services; health, safety and environment; other
services. The transaction has no valuation
Provision by Rosneft (contractor) of services to Fedynskmorneftegaz S.A R.L. (customer) in the area of general project management; carrying out
geological and geophysical studies; supervision, engineering, planning, management and execution of drilling works; keeping of financial and tax
accounts, government relations, public relations support; legal services; health, safety and environment; other services. The transaction has no valuation
Provision by Rosneft (contractor) of services to Shatskmorneftegaz S.A R.L. (customer) in the area of general project management; carrying out
geological and geophysical studies; supervision, engineering, planning, management and execution of drilling works; keeping of financial and tax
accounts, government relations, health, safety and environment, public relations support; legal services; other services. The transaction has no valuation
Transactions where AERO-UTK LIMITED is a party and LLC BATO, LLC RN-Aero and LLC RN-Trade are beneficiaries
Person/entity related to the transactions:
OJSC ROSNEFTEGAZ a Rosneft shareholder that owns in excess of 20% of the Companys voting shares (the Subsidiary is an affiliate of OJSC ROSNEFTEGAZ and a party to the transactions)
1
Provision by Rosneft (guarantor) to AERO-UTK LIMITED (seller) of a guarantee of proper fulfillment by LLC RN-Aero and LLC RN-Trade (buyers)
of all commitments, guarantees and obligations to indemnify (indemnity) under all documents on the transaction and acceptance by Rosneft of a
commitment to secure fulfillment by LLC BATO (principal) of the requirements to make the minimum concession payments in favor of OJSC Aeroport
Anapa, OJSC Mezhdunarodnyi Aeroport Krasnodar and OJSC Mezhdunarodnyi Aeroport Sochi and other commitments associated with the existing
concession agreements. Guarantee amount 6,966,117.0K rubles (inclusive of VAT)
Transaction price
6,966,117.0K rubles
(inclusive of VAT)
Supply by Rosneft (supplier) of Urals crude to BP Oil International Limited (buyer) in a volume of up to 3,000.0 kt (+/-5%) for a total price of up to
US$ 2,400,000.0K on FOB Primorsk Port terms
Transaction price
US$ 2,400,000.0K
September
30, 2013
Supply by Rosneft (supplier) of Urals crude to BP Oil International Limited (buyer) in a volume of up to 1,680.0 kt (+/-5%) for a total price of up to
US$ 1,344,000.0K on FOB Novorossiysk Port terms
Transaction price
US$ 1,344,000.0K
September
30, 2013
Supply by Rosneft (supplier) of fuel oil to BP Oil International Limited (buyer) in a volume of up to 840.0 kt for a total price of up to US$ 620,000.0K
on FOB Tuapse Port terms
Transaction price
US$ 620,000.0K
September
30, 2013
Supply by Rosneft (supplier) to BP Oil International Limited (buyer) of straight-run gasoline (Naphtha) in a volume of up to 60.0 kt for a total price
of up to US$ 65,000.0K on FOB Tuapse terms
Transaction price
US$ 65,000.0K
November 8,
2013
Supply by Rosneft (supplier) to BP Oil International Limited (buyer) of fuel oil in a volume of up to 2,040.0 kt for a total price of up to US$ 1,615,000.0K
on FOB Ust-Luga terms
Transaction price
US$ 1,6150,000.0K
November 8,
2013
Supply by Rosneft (supplier) to BP Oil International Limited (buyer) of diesel fuel in a volume of up to 1,440.0 kt for a total price of up to US$
1,770,000.0K on FOB Tuapse Port terms
Transaction price
US$ 1,770,000.0K
November 8,
2013
Supply by Rosneft (supplier) to BP Oil International Limited (buyer) of Euro diesel fuel (10 ppm) in a volume of up to 1,800.0 kt for a total price of up
to US$ 1,900,000.0K on FOB Primorsk terms
Transaction price
US$ 1,900,000.0K
November
30, 2013
Supply by Rosneft (supplier) to BP Oil International Limited (buyer) of straight-run gasoline (Naphtha) in a volume of up to 660.0 kt for a total price
of up to US$ 700,000.0K on FOB Tuapse Port terms
Transaction price
US$ 700,000.0K
December
24, 2013
Supply by Rosneft (supplier) to BP Oil International Limited (buyer) of fuel oil in a volume of up to 1,260.0 kt for a total price of up to US$ 940,275.0K
on FOB Tuapse terms
Transaction price
US$ 940,275.0K
December
24, 2013
10
Supply by Rosneft (supplier) to BP Oil International Limited (buyer) of vacuum gasoil in a volume of up to 1,323.0 kt for a total price of up to US$
1,232,000.0K on FOB Black Sea Ports/FOB Storage Tanker terms
Transaction price
US$ 1,232,000.0K
December
24, 2013
Transaction price
US$ 920,000.0K
September
30, 2013
Supply by Rosneft (supplier) of fuel oil to BP Singapore Pte. Limited in a volume of up to 1,100.0 kt for a total price of up to US$ 920,000.0K on
FOB Nakhodka Port terms
244
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Supply by Rosneft (supplier) to BP Singapore Pte. Ltd. (buyer) of fuel oil in a volume of up to 3,200.0 kt for a total price of up to US$ 2,634,656.0K
on FOB Nakhodka and/or FOB Vanino terms
Transaction price
US$ 2,634,656.0K
November 8,
2013
Supply by Rosneft (supplier) to BP Singapore PTE Ltd. (buyer) of crude oil in a volume of up to 200.0 kt for a total price of up to US$ 175,000.0K
on FOB Kozmino Port terms
Transaction price
US$ 175,000.0K
November
30, 2013
Supply by Rosneft (supplier) to BP Singapore PTE Ltd. (buyer) of crude oil in a volume of up to 200.0 kt for a total price of up to US$ 170,000.0K
on FOB Kozmino Port terms
Transaction price
US$ 170,000.0K
November
30, 2013
Provision by Rosneft (surety) of a suretyship to OJSC Nordea Bank (lender) for LLC Neftepromleasing for fulfillment by LLC Neftepromleasing of its
obligations to OJSC Nordea Bank arising from an agreement on opening of a borrowing line in an amount of US$ 160,000.0K for a term of 5 years.
The total transaction value inclusive of the commission fee and interest will be US$ 180,800.0K
Transaction price
US$ 180,800.0K
December
10, 2013
Provision by Rosneft (guarantor) to the state and municipal authorities of Norway (lenders) of the guarantees with regard to fulfillment of the obligations
of RN Nordic Oil AS (beneficiary) in connection with the use of subsoil on the Norwegian continental shelf. Transaction price 22,209,000.0K rubles
Transaction price
22,209,000.0K rubles
Change in the terms and conditions of the transaction for provision by UCPGP IV Limited (manager) of the services to Rosneft (client) for asset
management regarding an increase of the total value of the assets handed over for management to 31,258,650.0K rubles
Transaction price
31,258,650.0K rubles
Making by Rosneft of the following interlinked transactions for the total value of US$ 1,592,528.0 (inclusive of VAT) aimed at providing the technical
possibilities for Rosneft to carry out the settlements under the Loan Agreement dated March 22, 2013 with the China Development Bank Corporation:
Bank Account Pledge Agreement between Rosneft, OJSC Bank VTB as pledgers and the China Development Bank Corporation as the security
agent and account bank. The agreement has no valuation.
Quadripartite Agreement between the China Development Bank Corporation as the agent, security agent and account bank, Rosneft as the borrower, OJSC Bank VTB as the passport bank and the China National Petroleum Corporation as the importer under the Sale/Purchase Agreement
for 9,000,000 tons of crude oil per year dated February 17, 2009 and the Loan Agreement dated March 22, 2013. The agreement has no valuation.
Supplementary Agreement to the Agency Agreement between OJSC Bank VTB as the agent and Rosneft as the principal for various purposes
including an update to the composition of the loan documentation, the provisions on the procedure of write-off of money on the conditions of prior
acceptance and the amount and procedure of payment of the agents fee. The transaction (Supplementary Agreement) price is US$ 1,592,528.0
(inclusive of VAT).
Supplementary Agreement to the Foreign Currency Bank Account Agreement between OJSC Bank VTB as the bank and Rosneft as the client for
various purposes including an update to the composition of the loan documentation and the provisions on the write-off of money from the bank
account on the conditions of prior acceptance. The Supplementary Agreement has no valuation.
Transaction price
US$ 1,592,528.0
(inclusive of VAT)
May 6, 2013
Provision by OJSC AB ROSSIYA (bank) of the services to Rosneft (client) for opening a settlement account in Russian rubles and carrying out
transactional banking for a compensation in an amount of up to 936.1K rubles per year (VAT exempt)
Transaction price
August 2,
2013
Provision by OJSC AB ROSSIYA (bank) of the services to Rosneft (client) for opening a settlement account in foreign currency and a transit currency
account and carrying out transactional banking for a compensation in an amount of 1,903.3K rubles per year (VAT exempt)
Transaction price
August 2,
2013
Provision by OJSC AK Transneft (contractor) of the services to Rosneft (customer) for transportation of petroleum products by the system of trunk product
pipelines for export and to the domestic market in a volume of 4,274.6 kt for a compensation in an amount of 4,900,000.0K rubles (inclusive of VAT)
Transaction price
4,900,000.0K rubles
(inclusive of VAT)
December
24, 2012
Provision by OJSC AK Transneft (contractor) of the services to Rosneft (customer) associated with acceptance and pooled storage of crude oil in the
tank farm of the trunk oil pipeline system of OJSC AK Transneft for a compensation in an amount of 14,000.0K rubles (inclusive of VAT)
Transaction price
14,000.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by OJSC AK Transneft (contractor) of the information services to Rosneft (customer) associated with submission of operational reports
on oil acceptance, processing and execution of routing orders and delivery of the customers oil for a compensation in an amount of 24,029.2K
rubles (inclusive of VAT)
Transaction price
24,029.2K rubles
(inclusive of VAT)
December
29, 2012
Provision by OJSC AK Transneft (contractor) of the services to Rosneft (customer) for compounding of high paraffin oil in a volume of up to 3,300.0
kt for a total amount of 428,340.0K rubles (inclusive of VAT)
Transaction price
428,340.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by OJSC AK Transneft (contractor) of the services to Rosneft (customer) for compounding of high sulfur (heavy) and very high sulfur
(bituminous) oil in a volume of up to 6,700.0 kt for a total amount of 893,260.0K rubles (inclusive of VAT)
Transaction price
893,260.0K rubles
(inclusive of VAT)
December
29, 2012
Provision by Rosneft of a guarantee to reimburse OJSC AK Transneft for the incurred expenditures in an amount of 2,180,940K rubles (inclusive
of VAT) for design/survey works
Transaction price
2,180,940K rubles
(inclusive of VAT)
February 18,
2013
Making of interlinked non-arms length transactions between Rosneft and OJSC AK Transneft:
on cooperation for the purposes of increasing oil supplies to China by the Skovorodino-Mohe oil pipeline
on establishment of a long-term tariff for payment by Rosneft for the services of OJSC AK Transneft for transportation of 46,800.0 kt of oil.
The total price of the interlinked transactions is 5,974,999.6K rubles (inclusive of VAT)
Transaction price
5,974,999.6K rubles
(inclusive of VAT)
October 18,
2013
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
245
Transaction price,
effected transaction
price
Decision
date
Change in the terms and conditions of the transaction on establishment of the tariff for payment by Rosneft for the services of OJSC AK Transneft
for transportation of 12.0 mln tons of oil per year regarding an increase of the tariff rate and the total transaction value to 20,116,640.0K rubles
(inclusive of VAT)
Transaction price
20,116,640.0K rubles
(inclusive of VAT)
October 18,
2013
Change in the terms and conditions of the transaction for provision by OJSC AK Transneft (contractor) of the information services to Rosneft
(customer) for submission of operational reports on oil acceptance, processing and execution of routing orders, delivery of the Companys oil for a
compensation in an amount of 24,029.2K rubles regarding an increase of the scope of provided services and the total compensation to 30,637.3K
rubles (inclusive of VAT)
Transaction price
30,637.3K rubles
(inclusive of VAT)
November 8,
2013
10
Change in the terms and conditions of the transaction for provision by OJSC AK Transneft (contractor) of the services to Rosneft for transportation
of petroleum products by the system of trunk product pipelines for export and to the domestic market in a volume of 4,274.6 kt regarding an
increase of the volume of transported petroleum products to 6,413.4 kt and the compensation amount to 6,900,000.0K rubles (inclusive of VAT)
Transaction price up
to 6,900,000.0K rubles
(inclusive of VAT)
November 8,
2013
11
Change in the terms and conditions of the transaction for provision by OJSC AK Transneft (contractor) of the services to Rosneft (customer) for
arrangement of the services for acceptance and pooled storage of oil in the tank farm of the trunk oil pipeline system of OJSC AK Transneft for a
compensation in an amount of 14,000.0K rubles (inclusive of VAT) regarding an increase of the scope of provided services and the total compensation to 45,000.0K rubles (inclusive of VAT)
Transaction price
45,000.0K rubles
(inclusive of VAT)
December
24, 2013
Change in the terms and conditions of the transaction for provision by OJSC Gazprom (contractor) of the services to Rosneft (customer) for transportation of gas by the Gazproms GTS in the period from 2013 to 2015 in a volume of 6,902.0 mln cubic meters regarding an increase of the
transported volume of gas to 11,964.0 mln cubic meters and the total compensation to 6,839,358K rubles (inclusive of VAT)
Transaction price
6,839,358K rubles
(inclusive of VAT)
August 30,
2013
Change in the terms and conditions of the transaction for provision by OJSC Gazprom (contractor) of the services to Rosneft (customer) for transportation of gas by the Gazproms GTS in a volume of 11,964.0 mln cubic meters regarding an increase of the transported volume of gas to 30,775.09
mln cubic meters and the total compensation to 26,292,075.4K rubles (inclusive of VAT)
Transaction price
26,292,075.4K rubles
(inclusive of VAT)
December
24, 2013
Provision by OJSC SOGAZ (insurer) of the services to Rosneft (policy holder) for insurance of the immovable assets owned by the Company for a
period of 12 months. The total transaction value (insurance premium) is 240.0K rubles (VAT exempt)
Transaction price
240.0K rubles (VAT
exempt)
December
29, 2012
Provision by OJSC SOGAZ (insurer) of the services to Rosneft (policy holder) for insurance of liability for operation of an advertising structure on
the face of the building located at: Moscow, 26/1-1 Sofiyskaya Emb., for a period of 12 months The total transaction value (insurance premium) is
7.5K rubles (VAT exempt)
Transaction price
7.5K rubles (VAT
exempt)
December
29, 2012
Provision by OJSC SOGAZ (insurer) of the services to Rosneft (policy holder) for voluntary health insurance of the employees, their family members
and pensioners of Rosneft. Insurance period 1year. Total insurance premium 150,000.0K rubles (VAT exempt)
Transaction price
150,000.0K rubles (VAT
exempt)
March 5,
2013
Change in the terms and conditions of the transaction for provision by OJSC SOGAZ (insurer) for an insurance premium in an amount of 129,267.002K
rubles (VAT exempt) of the services to Rosneft (policy holder) services for voluntary health insurance of the employees, their family members
and pensioners of Rosneft regarding a decrease of the headcount of the insured persons, insured sum and insurance premium to 128,909.271K
rubles(VAT exempt)
Transaction price
128,909.271K rubles
(VAT exempt)
March 5,
2013
Change in the terms and conditions of the transaction for provision by OJSC SOGAZ (insurer) of the services to Rosneft (policy holder) for voluntary
health insurance of the employees of the Rosneft Branch in the territory of the Chechen Republic regarding a decrease of the headcount of the
insured persons, insured sum and insurance premium to 954.523K rubles (VAT exempt)
Transaction price
954.523K rubles (VAT
exempt)
Provision by OJSC SOGAZ (insurer) of the services to Rosneft (policy holder) for voluntary health insurance of the employees of the Rosneft Representative Office in Northern Caucasia. Insurance period 1year. Transaction value (insurance premium) 428.0K rubles (VAT exempt)
Transaction price
428.0K rubles (VAT
exempt)
Provision by OJSC SOGAZ (insurer) of the services to Rosneft (policy holder) for voluntary health insurance of the employees of the Rosneft Branch
in the territory of the Chechen Republic. Insurance period 1year. Transaction value (insurance premium) 850.0K rubles (VAT exempt)
Transaction price
850.0K rubles (VAT
exempt)
Transaction price,
effected transaction
price
Decision
date
Supply by CJSC Vankorneft (seller) to Rosneft (buyer) of crude oil in a volume of 25,600.0 kt for the maximum total price of up to 384,000,000.0K
rubles (inclusive of VAT)
Transaction price
384,000,000.0K rubles
(inclusive of VAT)
June 20,
2013
246
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Making by Rosneft (client) in the framework of the General Agreement on the Universal Terms of Deposit Operations of the transactions with OJSC
VBRR (bank) for placement by Rosneft of the money in rubles and/or US dollars and/or EURO for the total maximum amount of 493,000,000.0K
rubles on the following terms and conditions:
term from one day to three years;
interest rate:
for rubles at least equal to MosPrime (MIBOR) for the respective term minus 15%;
for US dollars at least equal to Libor (US dollars) for the respective term minus 10%;
for EURO at least equal to Libor (EURO) for the respective term minus 10%
Transaction price
493,000,000.0K rubles
June 20,
2013
Making by Rosneft (client) in the framework of the General Agreement on the Universal Terms of Conversion Operations of the transactions with
OJSC VBRR (bank) for sales/purchases of foreign currency (conversion operations) with the currency pairs of US dollar/ruble, EURO/ruble, EURO/
US dollar for the total maximum amount of 476,000,000.0K rubles at the following exchange rates:
for the transactions with the US dollar/ruble pair at least equal to weighted average rate at the MICEX-RTS for the day of settlement minus 0.7 rubles,
for the transactions with the EURO/ruble pair at least equal to the weighted average rate at the MICEX-RTS for the day of settlement minus 0.8 rubles,
for the transactions with the EURO/US dollar pair at least equal to the weighted average rate at the MICEX-RTS for the day of settlement minus
EUR 0.05
Transaction price
476,000,000.0K rubles
June 20,
2013
Making by Rosneft (client) of the transactions with OJSC VBRR (bank) for engagement by Rosneft of short-term loans in rubles and/or US dollars
and/or EURO for the total maximum amount of 432,000,000.0K rubles on the following terms and conditions:
term: up to 30 days;
interest rate:
for rubles MosPrime (MIBOR) for the respective term plus 15% or less;
for US dollars Libor for the respective term plus 10% or less;
for EURO Libor (EURO) for the respective term plus 10% or less
Transaction price
432,000,000.0K rubles
June 20,
2013
Making by Rosneft (client) with OJSC VBRR (bank) of the transactions for sale/purchase of options, forwards, option structures, mixed (forwards
and options) structures for a total of 396,000,000.0K rubles or its equivalent in a foreign currency at the Russian Central Bank exchange rate for
the date of the respective transaction on the following terms and conditions:
subject matter hedging of currency and price risks for the basis assets;
basis asset currency pairs;
economic result fixing the prices for the basis assets at a level at least equal to the prices fixed in the Rosneft Business Plan for 2013 and 2014
term up to one year
Transaction price
396,000,000.0K rubles
June 20,
2013
Making of the transactions between Rosneft (client) and OJSC VBRR (bank) for REPO operations for a total of 100,000,000.0K rubles or its equivalent
in a foreign currency at the Russian Central Bank exchange rate for the date of the respective transaction on the following terms and conditions:
subject matter bilateral sale (purchase) of securities;
yield at least equal to the average deposit rate for the respective term based on an analysis of the proposals of at least four banks at the time
of making the transaction;
term up to one year
Transaction price
100,000,000.0K rubles
June 20,
2013
Making of transactions between Rosneft (client) and OJSC VBRR (bank) for sale/purchase of bonds, promissory notes for a total of 493,000,000.0K
rubles or its equivalent in a foreign currency at the Russian Central Bank exchange rate for the date of the respective transaction on the following
terms and conditions:
subject matter bonds, promissory notes of various issuers;
yield at least equal to the average deposit rate for the respective term based on an analysis of the proposals of at least four banks at the time
of making the transaction;
term up to one year
Transaction price
493,000,000.0K rubles
June 20,
2013
Transactions where OJSC RN Holding (OJSC TNK-BP Holding until July 30, 2013) are parties
Persons/entities related to the transactions:
OJSC ROSNEFTEGAZ (from March 21, 2013 to December 24, 2013) a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. I.I. Sechin, Chairman
of the Board of Directors of OJSC ROSNEFTEGAZ, is also President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; I.I. Sechin (from
March 21, 2013 to December 24, 2013) Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, President of OJSC RN Management, managing organization of OJSC RN Holding, which is a party to the transactions; E.Yu. Khudainatov (from June 27, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member
of the Board of Directors of OJSC RN Holding, which is a party to the transactions; L.V. Kalanda (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of OJSC RN Holding, which is a party to the transactions; Yu.I. Kalinin (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC
RN Holding, which is a party to the transactions; D. Casimiro (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which
is a party to the transactions; P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the
transactions; N.M. Mukhitov (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; Z.
Runje (since June 27, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Pavlov (since June 27,
2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; I.V. Maydannik (since July 19, 2013) Member of
the Rosneft Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; S.I. Slavinskiy (since September 18, 2013) Member of the Rosneft
Management Board, Member of the Board of Directors of OJSC RN Holding, which is a party to the transactions; R.R. Sharipov (since December 24, 2013) Member of the Rosneft Management
Board, President of OJSC RN Holding, which is a party to the transactions
1
Purchase by Rosneft (buyer) of crude oil from OJSC RN Holding (seller) in a volume of up to 72,000.0 kt for the maximum total price of up to
1,341,763,200.0K rubles (inclusive of VAT)
Transaction price up
to 1,341,763,200.0K
rubles (inclusive of
VAT)
June 20,
2013
Sale by Rosneft (seller) of crude oil to OJSC RN Holding (buyer) in a volume of up to 35,000.0 kt for the maximum total price of up to 667,146,200.0K
rubles (inclusive of VAT)
Transaction price up
to 667,146,200.0K rubles (inclusive of VAT)
June 20,
2013
Provision by LLC RN-Yuganskneftegaz (contractor) of the services (performance of the works) for Rosneft (customer) for production of hydrocarbons
in the oil and gas fields where the development licenses are owned by Rosneft including:
oil in a volume of 65,451.1 kt,
associated gas in a volume of 4,522.7 mln cubic meters
and handover of the produced hydrocarbon resources to Rosneft for subsequent sale for a compensation in the maximum total amount of up to
202,984,124.4K rubles (inclusive of VAT)
ROSNEFT
Transaction price up
to 202,984,124.4K rubles (inclusive of VAT)
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
June 20,
2013
247
Transaction price,
effected transaction
price
Decision
date
Transfer by Rosneft (lessor) for temporary possession and use (lease) to LLC RN-Yuganskneftegaz (lessee) of some fixed assets (pursuant to the list)
owned by Rosneft for a fee in the maximum total amount of 96,000,000.0K rubles (inclusive of VAT)
Transaction price
96,000,000.0K rubles
(inclusive of VAT)
June 20,
2013
Transaction price
252,971,261.876K
rubles (inclusive of
VAT)
June 20,
2013
Provision by OJSC AK Transneft (contractor) in 2014 of the services to Rosneft (customer) for transportation of crude oil by the trunk oil pipelines
in a volume of 180,716.23 kt for a compensation in a total amount of 252,971,261.876K rubles (inclusive of VAT)
The transaction includes the volumes and the price for the services of OJSC AK Transneft provided to Rosneft, which were endorsed by the annual
(on the results of 2012) general shareholders meeting of Rosneft, and the volumes of oil supply transferred to Rosneft as a result of acquisition
of the assets of OJSC RN Holding (OJSC TNK-BP Holding prior to July 30, 2013) to be submitted for endorsement to the annual (on the results of
2013) general shareholders meeting of Rosneft.
Making by Rosneft (client) in the framework of the General Agreements on Deposit Operations and Deposit Operations with Conversion of the
transactions with GPB (OJSC) (bank) for placement by Rosneft of the money in rubles and/or US dollars and/or EURO for the total maximum amount
of 1,000,000,000.0K rubles with potential deposit conversion on the following terms and conditions:
term from one day to three years;
interest rate:
for rubles at least equal to MosPrime (MIBOR) for the respective term minus 15%;
for US dollars at least equal to Libor (US dollars) for the respective term minus 10%;
for EURO at least equal to Libor (EURO) for the respective term minus 10%
Transaction price
1,000,000,000.0K
rubles
June 20,
2013
Making by Rosneft (client) with GPB (OJSC) (bank) of the transactions for sales/purchases of foreign currency (conversion operations) with the currency
pairs of US dollar/ruble, EURO/ruble, EURO/US dollar for the total maximum amount of 1,564,000,000.0K rubles at the following exchange rates:
for the transactions with the US dollar/ruble pair at least equal to the weighted average rate at the MICEX-RTS for the day of settlement minus
0.7 rubles,
for the transactions with the EURO/ruble pair at least equal to the weighted average rate at the MICEX-RTS for the day of settlement minus 0.8 rubles,
for the transactions with the EURO/US dollar pair at least equal to the weighted average rate at the MICEX-RTS for the day of settlement minus
EUR 0.05
Transaction price
1,564,000,000.0K
rubles
June 20,
2013
Making by Rosneft (client) of the transactions with GPB (OJSC) (bank) for engagement of short-term loans in the framework of the Agreement on
the Procedure for Entering into Loan Transactions Using the Reuters Dealing System and Other Remote Banking Systems as well as long-term
loans in rubles and/or US dollars and/or EURO for the total maximum amount of 589,050,000.0K rubles on the following terms and conditions:
1) short-term loans:
maximum total amount 432,000,000.0K rubles;
term up to 30 days;
interest rate:
for rubles MosPrime (MIBOR) for the respective term plus 15% or less;
for US dollars Libor (US dollars) for the respective term plus 10% or less;
for EURO Libor (EURO) for the respective term plus 10% or less.
2) long-term loans:
maximum total amount 157,050,000.0K rubles;
term from 31 days to 7 years;
interest rate up to 10% p.a.;
funding arrangement fee 1% of the loan amount at most;
loan usage fee 0.5% p.a. at most
Transaction price
589,050,000.0K rubles
June 20,
2013
Making by Rosneft (client) with GPB (OJSC) (bank) of the transactions for sales/purchases of options, forwards, option structures, mixed (forwards
and options) structures for a total of 396,000,000.0K rubles or its equivalent in a foreign currency at the Russian Central Bank exchange rate for
the date of the respective transaction on the following terms and conditions:
subject matter hedging of currency and price risks for the basis assets;
basis asset currency pairs;
economic result fixing the prices for the basis assets at a level at least equal to the prices fixed in the Rosneft Business Plan for 2013 and 2014
term up to one year
Transaction price
396,000,000.0
June 20,
2013
Making by Rosneft (client) with GPB (OJSC) (bank) of the transactions for the currency/interest rate (cross-currency) swap for a total of 330,000,000.0K
rubles or its equivalent in a foreign currency at the Russian Central Bank exchange rate for the date of the respective transaction on the following
terms and conditions:
subject matter periodic (one-time) payment by each side of the sums of money depending on the change of the basis asset indicator;
basis asset lending rates in various currencies including those based on volatile indicators (MosPrime (MIBOR), Libor (US dollars), EURibor)
charged on the par swap rate in various currencies;
economic result fixing and/or reduction of the rate for engagement of loans for Rosneft;
term up to 7 years
Transaction price
330,000,000.0K rubles
June 20,
2013
Making of the transactions between Rosneft (client) and GPB (OJSC) (bank) for REPO operations for a total of 200,000,000.0K rubles or its equivalent
in a foreign currency at the Russian Central Bank exchange rate for the date of the respective transaction on the following terms and conditions:
subject matter bilateral sale (purchase) of securities;
yield at least equal to the average deposit rate for the respective term based on an analysis of the proposals of at least four banks at the time
of making the transaction;
term up to one year
Transaction price
200,000,000.0K rubles
June 20,
2013
Making of the transactions between Rosneft (client) and GPB (OJSC) (bank) for sales/purchases of bonds, promissory notes for a total of 493,000,000.0K
rubles or its equivalent in a foreign currency at the Russian Central Bank exchange rate for the date of the respective transaction on the following
terms and conditions:
subject matter bonds, promissory notes of various issuers;
yield at least equal to the average deposit rate for the respective term based on an analysis of the proposals of at least four banks at the time
of making the transaction;
term up to one year
Transaction price
493,000,000.0K rubles
June 20,
2013
248
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
Making of the transactions between Rosneft (client) and GPB (OJSC) (bank) for sales/purchases of CLN (Credit Linked Notes) for a total of
100,000,000.0K rubles or its equivalent in a foreign currency at the Russian Central Bank exchange rate for the date of the respective transaction
on the following terms and conditions:
subject matter sales/purchases of the issued securities (credit linked notes) that have an identification number in the European depository
and clearing center (Euroclear);
yield at least equal to the average deposit rate for the respective term based on an analysis of the proposals of at least four banks at the time
of making the transaction;
term up to one year
Transaction price
100,000,000.0K rubles
June 20,
2013
Transaction price
493,000,000.0K
rubles
June 20,
2013
Making by Rosneft (client) in the framework of the General Agreement on the Universal Terms of Deposit Operations of the transactions with OJSC
AB Rossiya (bank) for placement by Rosneft of the money in rubles and/or US dollars and/or EURO for
the maximum total amount of 493,000,000.0K rubles on the following terms and conditions:
term from one day to three years;
interest rate:
for rubles at least equal to MosPrime (MIBOR) for the respective term minus 15%;
for US dollars at least equal to Libor (US dollars) for the respective term minus 10%
for EURO at least equal to Libor (EURO) for the respective term minus 10%
Making by Rosneft (client) in the framework of the General Agreement on the Universal Terms of Deposit Operations of the transactions with OJSC
Bank VTB (bank) for placement by Rosneft of the money in rubles and/or US dollars and/or EURO for the maximum
total amount of 1,000,000,000.0K rubles on the following terms and conditions:
term from one day to three years;
interest rate:
for rubles at least equal to MosPrime (MIBOR) for the respective term minus 15%;
for US dollars at least equal to Libor (US dollars) for the respective term minus 10%;
for EURO at least equal to Libor (EURO) for the respective term minus 10%
Transaction price
1,000,000,000.0K
rubles
June 20,
2013
Making by Rosneft (client) in the framework of the General Agreement on Futures Transactions in Financial Markets and the General Agreement on
the Universal Terms of Conversion Operations Using the Electronic Means of Communication of the transactions with OJSC Bank VTB (bank) for
sales/purchases of foreign currency (conversion operations) with the currency pairs of US dollar/ruble, EURO/ruble, EURO/US dollar for the total
maximum amount of 1,564,000,000.0K rubles at the following exchange rates:
for the transactions with the US dollar/ruble pair at least equal to the weighted average rate at the MICEX-RTS for the day of settlement minus
0.7 rubles,
for the transactions with the EURO/ruble pair at least equal to the weighted average rate at the MICEX-RTS for the day of settlement minus 0.8 rubles,
for the transactions with the EURO/US dollar pair at least equal to the weighted average rate at the MICEX-RTS for the day of settlement minus
EUR 0.05
Transaction price
1,564,000,000.0K
rubles
June 20,
2013
Making by Rosneft (client) of the transactions with OJSC Bank VTB (bank) for engagement of short-term loans in the framework of the Agreement
on the Procedure for Entering into Loan Transactions Using the Reuters Dealing System and Other Remote Banking Systems as well as long-term
loans in rubles and/or US dollars and/or EURO for the total maximum amount of 589,050,000.0K rubles on the following terms and conditions:
1) short-term loans:
maximum total amount 432,000,000.0K rubles;
term up to 30 days;
interest rate:
for rubles MosPrime (MIBOR) for the respective term plus 15% or less;
for US dollars Libor (US dollars) for the respective term plus 10% or less;
for EURO Libor (EURO) for the respective term plus 10% or less.
2) long-term loans:
maximum total amount 157,050,000.0K rubles;
term from 31 days to 7 years;
interest rate up to 10% p.a.;
funding arrangement fee 1% of the loan amount at most;
loan usage fee 0.5% p.a. at most
Transaction price
589,050,000.0K
rubles
June 20,
2013
Making by Rosneft (client) with OJSC Bank VTB (bank) of the transactions for sales/purchases of options, forwards, option structures, mixed (forwards
and options) structures for a total of 396,000,000.0K rubles or its equivalent in a foreign currency at the Russian Central Bank exchange rate for
the date of the respective transaction on the following terms and conditions:
subject matter hedging of currency and price risks for the basis assets;
basis asset currency pairs;
economic result fixing the prices for the basis assets at a level at least equal to the prices fixed in the Rosneft Business Plan for 2013 and 2014
term up to one year
Transaction price
June 20,
2013
Making by Rosneft (client) with OJSC Bank VTB (bank) in the framework of the General Agreement on the Operations Using Derivative Financial
Instruments of the transactions for the currency/interest rate (cross-currency) swap for a total of 330,000,000.0K rubles or its equivalent in a foreign
currency at the Russian Central Bank exchange rate for the date of the respective transaction on the following terms and conditions:
subject matter periodic (one-time) payment by each side of the sums of money depending on the change of the basis asset indicator;
basis asset lending rates in various currencies including those based on volatile indicators (MosPrime (MIBOR), Libor (US dollars), EURibor)
charged on the par swap rate in various currencies;
economic result fixing and/or reduction of the rate for engagement of loans for Rosneft;
term up to 7 years
Transaction price
330,000,000.0K
rubles
June 20,
2013
Making of the transactions between Rosneft (client) and OJSC Bank VTB (bank) for REPO operations for a total of 200,000,000.0K rubles or its equivalent in a foreign currency at the Russian Central Bank exchange rate for the date of the respective transaction on the following terms and conditions:
subject matter bilateral sale (purchase) of securities;
yield at least equal to the average deposit rate for the respective term based on an analysis of the proposals of at least four banks at the time
of making the transaction;
term up to one year
Transaction price
200,000,000.0K
rubles
June 20,
2013
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
249
Transaction price,
effected transaction
price
Decision
date
Making of the transactions between Rosneft (client) and OJSC Bank VTB (bank) for sales/purchases of bonds, promissory notes for a total of
493,000,000.0K rubles or its equivalent in a foreign currency at the Russian Central Bank exchange rate for the date of the respective transaction
on the following terms and conditions:
subject matter bonds, promissory notes of various issuers;
yield at least equal to the average deposit rate for the respective term based on an analysis of the proposals of at least four banks at the time
of making the transaction;
term up to one year
Transaction price
493,000,000.0K
rubles
June 20,
2013
Making of the transactions between Rosneft (client) and OJSC Bank VTB (bank) for sales/purchases of CLN (Credit Linked Notes) for a total of
100,000,000.0K rubles or its equivalent in a foreign currency at the Russian Central Bank exchange rate for the date of the respective transaction
on the following terms and conditions:
subject matter sales/purchases of the issued securities (credit linked notes) that have an identification number in the European depository
and clearing center (Euroclear);
yield at least equal to the average deposit rate for the respective term based on an analysis of the proposals of at least four banks at the time
of making the transaction;
term up to one year
Transaction price
100,000,000.0K
rubles
June 20,
2013
Agreement for insurance of the liability of Rosneft, any subsidiary of Rosneft, Members of the Board of Directors, management and employees of
Rosneft (hereinafter the Agreement) between Rosneft (policy holder) and OJSC SOGAZ (insurer) on the following terms and conditions:
Agreement subject matter: with due regard for all provisions of the Agreement, the Insurer undertakes, in case of occurrence of any of the loss
events listed in the Agreement, to pay the insurance indemnity to the relevant insured person/entity and/or beneficiary and/or any third party that
is entitled to receive such an indemnity.
Insured persons/entities:
1. Rosneft;
2. any Rosneft subsidiary (as listed in the Agreement);
3. any person who was before commencement of the period, is at the time of commencement of the period of insurance or in the course of the period
of insurance becomes a Member of the Board of Directors of Rosneft or a director according to a securities prospectus or an officer mentioned as
such in any listing information or a prospectus for the securities issued by Rosneft;
4. any person who was before commencement of the period, is at the time of commencement of the period of insurance or in the course of the
period of insurance becomes (a) a director or an officer (including, without limitations: a member of a collegial executive body, a sole executive
body) of Rosneft except for an external auditor or a receiver in bankruptcy, (b) an employee, (c) a shadow or de-factor director, (d) a director of a
separate/subsidiary legal entity and/or representative office/branch, (f) a chief accountant as well as (g) a person who held/holds/will hold a post
of a director/officer of OJSC ROSNEFTEGAZ with regard to the action (omission) in making managerial decisions in relation to the Insurer arising
from the OJSC ROSNEFTEGAZ ownership of the Insurers securities, (h) a spouse or partner in a de-facto marriage of an insured person as well as
(i) an administrator, heir, legitimate representative or executor of a deceased, incompetent or bankrupt insured person in relation to the losses that
result from a demand for coverage in connection with a faulty action of such an Insured Person.
Beneficiaries under the Agreement: Insured Persons, the Policy Holder and any third parties that may suffer damage/losses.
Agreement price (insurance premium): US$ 1,320,000.
Insurance period: from July 10, 2013 to July 10, 2014 with the Agreement effect extending to the events/actions/circumstances that occurred/were
performed starting from July 10, 2006 (continuous insurance coverage start date).
Insured sum under the Agreement (liability limit): US$ 150,000,000 (One hundred and fifty million).
Additional limits for independent directors (over and above the general liability limit): US$ 1,000,000 (One million) a special additional limit for
each independent director, US$ 6,000,000 (Six million) additional insured sum for all independent directors.
Objects of insurance: property interests of the Insured Persons associated with their obligation to compensate the losses suffered by the beneficiaries and/or other persons and associated with any costs and expenses incurred by the Insured Persons.
Loss events under the Agreement: occurrence of all of the following circumstances: () occurrence of the Insured Persons obligation to compensate
a pecuniary or non-pecuniary damage or any other legitimate or objective compensation in connection with faulty actions of the Insured Persons in
any jurisdiction, (b) presentation of claims against the Insured Persons in connection with the losses of any other persons as mentioned in p. (a) above.
Deductible (to be deducted when the Policy Holder pays compensation upon the claims against the insured persons or the Insured Person itself):
for any securities-related claims presented in the U.S.A. or Canada: US$ 500,000;
for any securities-related claims presented in any other countries: US$ 250,000;
for the rest of the claims presented in the U.S.A. and Canada: US$ 100,000;
for the rest of the claims presented worldwide except for the U.S.A. and Canada: US$ 100,000.
Transaction price
1320000 $
20.06.2013
Interlinked transactions where ExxonMobil Oil Corporation, ExxonMobil Russia Research B.V., ExxonMobil Russia Black Sea Holding B.V., ExxonMobil Russia Kara Sea Holding B.V., Rosneft JV Projects S.A., Karmorneftegaz Holding SARL, Tuapserneftegaz Holding SARL, Karmorneftegaz S.A R.L., Tuapsemorneftegaz S.A R.L. are parties
Persons/entities related to the interlinked transactions:
OJSC ROSNEFTEGAZ a Rosneft shareholder that owns in excess of 20% of the Companys voting shares (the Subsidiary is an affiliate of OJSC ROSNEFTEGAZ and a party to the transactions)
1
Making by Rosneft (hereinafter the Company), Company affiliates, ExxonMobil Oil Corporation and its affiliates (hereinafter collectively ExxonMobil)
of the following interlinked non-arms length transactions: (i) parent company agreement, (ii) operatorship agreements, (iii) agreements on payments
for funding, (iv) sale/purchase agreements for crude oil and LPG, (v) agreements on establishing the Center of Arctic Technology (hereinafter the
CAT) and (vi) a sale/purchase agreement for natural gas (the aforesaid agreements are hereinafter collectively referred to as the Transaction).
The value of the assets that may be purchased or disposed by the Company in connection with entering into the Transaction may be up to 775.1
(Seven hundred and seventy five and 1/10) bln rubles. The Transaction subject matter is regulation of the parties relationships in connection with
exploration, development of fields and production of hydrocarbons on the license areas of the continental shelf of the Russian Federation: (i)
Vostochno-Prinovozemelskiy 1, 2, 3 in the Kara Sea and (ii) Tuapsinskiy trough in the Black Sea, and establishment of the CAT (hereinafter the
Project). The agreements that are part of the Transaction (i) have an unlimited period of effect and (ii) are governed by the laws of England except
for the CAT participants agreement that is subject to the laws of the Russian Federation.
The Transaction is made on the following key terms and conditions:
1. Parent Company Agreement
1.1 Parties: Rosneft and ExxonMobil Oil Corporation.
Agreement subject matter: The Agreement defines the procedure and conditions for establishing joint ventures in order to implement the Project,
the corporate structure, asset ownership rights, financial commitments of the parties, a list of securities, procedure for obtaining corporate endorsements and the need to get the Project approved by the antimonopoly bodies. The Parties provide a number of reciprocal parent company
guarantees to each other including in relation to proper and timely fulfillment by the parent companies and their respective affiliates of all financial
and other commitments stipulated by the project documentation and, in case of occurrence of the circumstances defined and agreed by the Parties,
with regard to compensation of the sum of expenditures incurred by the respective parent company in the course of Project implementation to be
calculated in accordance with the methodology established by the Agreement. The Agreement establishes the commitments of ExxonMobil Oil
Corporation to pay a commercial discovery bonus in an amount of US$ 0.25 for each barrel of ExxonMobils equity 2P reserves as of the date of
approval of the preliminary field development plan.
250
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
Transaction price
up to 775.1 bln rubles
ROSNEFT
Transaction price,
effected transaction
price
Decision
date
1.2 Beneficiaries: Company, ExxonMobil Oil Corporation, Karmorneftegaz SARL and Tuapsemorneftegaz SARL acting as Project Operators and
other affiliates of the parties, which participate in Project implementation.
2. Operatorship Agreements (one Agreement for the project in the Kara Sea and the other one for the project in the Black Sea)
2.1 Parties: The Company and Karmorneftegaz SARL (in the case of the project in the Kara Sea) and Tuapsemorneftegaz SARL (in the case of the
project in the Black Sea) as the Operators.
2.2 Agreement subject matter: The Agreements define the key functions of the Operator, the procedure for the Operator to provide services to
the Company as the license owner, the procedure for compensation of damages in case the Operator breaches its obligations, provisions on
remuneration of the Operator and other provisions.
The scope of the Project operations carried out by the Operator includes, without limitations: (i) current activities for exploration, appraisal, development, production, processing, storage, shipment and transportation of hydrocarbons, (ii) emergency response, (iii) assurance, arrangement and
supervision of preparation of reserves estimation reports, (iv) planning and execution of all appraisal and exploration works, (v) measurements and
recording of hydrocarbons including keeping of the balance of reserves, (vi) preparation of materials for reserves audits, (vii) assurance of research
and engineering works for exploration purposes, (viii) geological supervision for drilling of appraisal wells, exploration wells and development wells
and (ix) production of hydrocarbons including development and operation of hydrocarbon fields.
2.3 Operator remuneration. The remuneration shall be calculated using the formula based on the following principles: before commencement of
commercial hydrocarbon production in the project area, the Operator may receive remuneration in the amount equivalent to the amount of the
expenditures incurred by the Operator while fulfilling its commitments in accordance with the Operatorship Agreement; upon commencement of
commercial production in the project area, the Operator may receive remuneration in the amount equivalent to the amount of revenue from the sales
of the hydrocarbons produced in the project area reduced, among other things, by the amounts of the expenditures (including tax expenditures
and funding repayment expenses) incurred by the Company.
3. Agreements on payments for funding (one agreement for the project in the Kara Sea and the other one for the project in the Black Sea)
3.1 Parties: The Company as the borrower and Karmorneftegaz SARL (in the case of the project in the Kara Sea) and Tuapsemorneftegaz SARL (in
the case of the project in the Black Sea) as the lenders.
3.2 Agreement subject matter: The Agreements regulate the relationships between the parties in connection with granting by the lenders to the
Company of the funds that are required to make exploration, create the key production assets and obtain geological information on the Project area.
3.3 Volume of the funding to be granted: Initial funding in an amount of up to (i) US$ 2,200,000,000 (Two billion two hundred million) taken together
for the license areas of Vostochno-Prinovozemelskiy 1, 2, 3 in the Kara Sea and (ii) US$ 1,000,000,000 (One billion) for the license area of Tuapsinskiy
trough in the Black Sea. The volume of subsequent funding shall be determined in subsequent periods depending on the success of the exploration.
3.4 Interest rate: LIBOR + 2.5% p.a.
3.5 Loan repayment conditions: The funds granted by the lenders inclusive of the accrued interest shall be repaid by the Company only in case of
commercial discovery of hydrocarbons in the Project area from the funds to be earned by the Company on the sales of the hydrocarbons. In case
there is no commercial discovery in the Project area, the loan shall not be repaid by the Company.
4. Sale/purchase agreements for crude oil and LPG (one agreement is for the project in the Kara Sea and the other one for the project in the Black Sea)
4.1 Parties: The Company as the seller and Karmorneftegaz Holding SARL (in the case of the project in the Kara Sea) and Tuapsemorneftegaz
Holding SARL (in the case of the project in the Black Sea) as the buyers.
4.2 Agreement subject matter: The Company as the supplier undertakes to sell to the buyers the entire volume of crude oil and LPG received from
operations in the Project area while the buyers undertake to purchase the crude oil and LPG. The buyers undertake to resell all of the volumes of
crude oil and LPG purchased from the Company to third party buyers at the market price.
4.3 Price for the hydrocarbons: To be calculated using the following formula SPS = (PSB x VS) SCE MM +/- Adj where:
SPS is the shipment price, which is the agreed price for the buyers settlements with the Company;
PSB is the supply price for the buyers to resell the shipment to any third party buyer;
VS is the volume of shipment;
SCE is the sellers costs and expenses for selling any shipment;
MM is the market markup for the respective shipment to be determined in accordance with the agreement; and
Adj is any entry or write-off of funds to reflect an adjustment of settlements under the previous settlement reconciliation reports to be distributed
in proportion to the volume or weight among all shipments of the same type in the current settlement reconciliation report. The respective value
of Adj to be included in the SPS shall be regarded as a decrease or increase of the SPS for the shipments to be settled within the current period
of settlements and shall not affect the SPS for the shipments that are settled within the previous periods of settlements.
4.4 Terms of supply: The supply shall be made according to the FOB rules in the point of delivery.
5. Agreements on establishing the CAT
5.1 Agreements to be made: The CAT establishment shall be formalized by entering into (i) an agreement on the key terms and conditions for
accession to the CAT, (ii) a CAT participants agreement and (iii) agreement on closure with regard to the CAT.
5.2 Parties: The Company and ExxonMobil Russia Research B.V.
5.3 Subject matter of the agreements: The agreements regulate the relationships between the parties with regard to (i) the procedure and conditions for accepting ExxonMobil as a CAT participant through contribution by ExxonMobil Russia Research B.V. of 149,977,500 (One hundred and
forty nine million nine hundred and seventy seven thousand five hundred) rubles to the authorized capital of LLC Arkticheskiy Nauchno-Proektnyi
Tsentr Shelfovykh Razrabotok and acquisition of a 33.33% interest in the aforesaid company and (ii) the procedure for the Company and ExxonMobil
Russia Research B.V. to exercise the rights of CAT participants.
5.4 CAT activity funding conditions: At the initial stage of CAT operation, ExxonMobil Russia Research B.V. shall provide funding in a total amount
of US$ 200,000,000 (Two hundred million) pursuant to the CAT work plans and budgets. At the subsequent stage, the Company and ExxonMobil
Russia Research B.V. shall provide funding in a total amount of US$ 250,000,000 (Two hundred and fifty million) in equal shares.
5.5 Exercising the rights of CAT participants: The CAT participants agreement provides a standard list of the matters of CAT activity to be decided
unanimously by the Company and ExxonMobil Russia Research B.V, which is consistent with the market practice.
5.6 CAT withdrawal procedure: ExxonMobil is entitled to withdraw from the CAT by transferring its interest to the Company or the entities specified
by the Company. In such a case, the funding provided to the CAT by ExxonMobil and the expenses incurred by ExxonMobil in connection with the
CAT shall not be reimbursed.
6. Sale/purchase agreement for natural gas
6.1 Parties: The Company, ExxonMobil Oil Corporation, Rosneft JV Projects S.A., ExxonMobil Russia Black Sea Holding B.V. and ExxonMobil Russia
Kara Sea Holding B.V.
6.2 Agreement subject matter: The agreement formalizes the parties understanding that all of the natural gas volumes produced in the framework
of Project implementation shall be sold by the Company in favor of the respective sales company, which may be established in the future, on the
terms and conditions of separate agreements except for the natural gas volumes that the Company may not sell in such a manner because of
the requirements of the Russian law. Such excluded volumes of natural gas shall be covered by a separate agreement to be made by the parties.
The agreement defines a list of the mandatory conditions to be included by the parties into the separate natural gas sales agreements, namely: (i)
the condition on the pricing procedure (similarly to the pricing procedure for the sales of crude oil and LPG), (ii) the condition on the rules of transfer
of title to the natural gas (on the FOB terms or other terms to be agreed later), (iii) the condition on observance of the provisions of the applicable
antimonopoly law, (iv) the condition on subjecting the natural gas sale/purchase agreements to the English law.
The sale/purchase agreement for natural gas fixes the framework understandings of the parties in relation to the natural gas sales procedure and
has no valuation.
Interlinked transactions where ENI S.p.A., eni Energy Russia BV, Rosneft JV Projects S.A., Fedynskmorneftegaz S.A R.L.,
Shatskmorneftegaz S.A R.L., Barentsmorneftegaz S.A R.L. are parties
Person/entity related to the interlinked transactions:
OJSC ROSNEFTEGAZ a Rosneft shareholder that owns in excess of 20% of the Companys voting shares (the Subsidiary is an affiliate of OJSC ROSNEFTEGAZ and a party to the transactions)
Making by Rosneft (hereinafter the Company) and its affiliates and ENI S.p.A. (hereinafter ENI) and its affiliates of the following interlinked non-arms
length transactions: (i) risked service agreements, (ii) exploration funding agreement, (iii) parent company guarantee contract and (iv) guarantee
of payment of a commercial discovery bonus (the aforesaid agreements are hereinafter collectively referred to as the Transaction). The price of
the interlinked transactions may be up to 268.9 bln rubles. The Transaction subject matter is regulation of the parties relationships in connection
with implementation of the joint projects of the Company and ENI for geological studies, exploration, production and sales of hydrocarbons on the
continental shelf of the Russian Federation in (i) the Tsentralno-Barentsevskiy license area in the Barents Sea, (ii) the Fedynskiy license area in the
Barents Sea, and (iii) the Zapadno-Chernomorskaya Area license area in the Black Sea (the aforesaid projects are hereinafter collectively referred
to as the Projects and individually as the Project). The agreements that are part of the Transaction (i) have an unlimited period of effect and (ii)
are governed by the laws of England. The transaction is made on the following key terms and conditions:
ROSNEFT
Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013
251
Transaction price,
effected transaction
price
Decision
date
Transaction price up
to 268.9 bln rubles
June 20,
2013
Interlinked transactions where Statoil ASA, Statoil Epsilon Netherlands B.V., Rosneft JV Projects S.A., Kashevarmorneftez S.A R.L.,
Lisyanskmorneftez S.A R.L., Magadanmorneftez S.A R.L., Perseimorneftez S.A R.L. are parties
Person/entity related to the interlinked transactions:
OJSC ROSNEFTEGAZ a Rosneft shareholder that owns in excess of 20% of the Companys voting shares (the Subsidiary is an affiliate of OJSC ROSNEFTEGAZ and a party to the transactions)
1
Making by Rosneft (hereinafter the Company) and its affiliates and Statoil ASA (hereinafter Statoil) and its affiliates of the following interlinked nonarms length transactions: (i) risked operatorship agreements, (ii) funding (carry) contracts and (iii) parent company guarantee contracts (the aforesaid
agreements are hereinafter collectively referred to as the Transaction). The price of the interlinked transactions may be up to 92.5 bln rubles.
The subject matter of the Transaction is regulation of the parties relationships in connection with implementation of joint projects of the Company
and Statoil for geological studies, exploration, production and sales of hydrocarbons on the continental shelf of the Russian Federation in (i) the
Perseevskiy license area in the Barents Sea, (ii) the Kashevarovskiy license area in the Sea of Okhotsk, (iii) the Lisyanskiy license area in the Sea of
Okhotsk and (iv) the Magadan-1 license area in the Sea of Okhotsk (the aforesaid projects are hereinafter collectively referred to as the Projects and
individually as the Project). The agreements (contracts) that are part of the Transaction (i) have an unlimited period of effect and (ii) are governed by
the laws of England. The transaction is made on the following key terms and conditions (a separate agreement (contract) is made for each Project):
1.Risked operatorship agreements
1)Parties: The Company and operating companies (hereinafter the Operator): Kashevarmorneftez S.A R.L., Lisyanskmorneftez S.A R.L., Magadanmorneftez S.A R.L., Perseimorneftez S.A R.L.
2)Agreement subject matter: The agreements regulate the provision of services by the Operator to the Company on an exclusive basis in exchange
for remuneration. The agreements fix the responsibilities of the relevant Operator and the Company, the procedure for distribution of funds, rights
for information and other provisions.
The services to be provided by the Operator to the Company include, without limitations: (i) daily activity associated with exploration, appraisal,
development, production, treatment, storage and transportation of hydrocarbons, (ii) assurance of preparation of all reports and materials to be
submitted by the Company to the authorized regulatory bodies, (iii) preparation of all of the required materials for auditing the hydrocarbon reserves,
(iv) purchase, construction, use and maintenance of all assets associated with the respective Project, which are required to provide the services,
insofar it is permitted by the respective license and the applicable law, and (v) decommissioning of the facilities pursuant to the respective license,
and other services.
2.Funding (carry) agreements
1)Parties: The Company and Statoil.
2)Contract subject matter: The contracts stipulate provision of funding (loans) to the Company in US dollars by Statoil.
3)Volume of funding to be provided: The sum total of the following values: (i) sum of the actual expenditures (license compliance) for the respective Project incurred by the Company (its affiliates) before the date of closure of the Transaction under the respective shareholding and operating
agreement (hereinafter the Closure), (ii) sum of the mandatory license expenses (license compliance) for the respective Project after Closure and
(iii) sum of additional expenditures for the respective Project after Closure.
4)Interest rate: The annual interest rate for each loan with respect to each interest period shall be equal to the sum total of the following values:
(i) LIBOR rate (applicable to 12-month deposits if the interest period lasts 12 months; applicable to 1-month deposits if the interest period lasts 1
month); and (ii) 2.5% p.a.
5)Each interest period will last: (1) before commencement of production 12 months; and (2) after such a date 1 month.
6)Loan repayment conditions: The Company undertakes to repay all of the outstanding carry loans for each Project using some of the funds
received from the sales of hydrocarbons in the framework of the respective Project. In case there is no commercial discovery in the Project, the
investments made by Statoil shall not be repaid.
3.Parent company guarantee contracts
1)Parties: The Company and Statoil. Later on, each contract shall be joined by the Operator of each Project and Rosneft JV Projects S.A. and Statoil
Epsilon Netherlands B.V.
2)Beneficiaries: On the side of the Company Rosneft JV Projects S.A. and other Company affiliates, on the side of Statoil Statoil Epsilon Netherlands B.V. and other Statoil affiliates.
3)Contract subject matter: The contracts provide for (i) Company and Statoil guarantees to each other with regard to complete and timely fulfillment
of all commitments by their respective affiliates in connection with the final agreements on the Projects; (ii) Statoil guarantees with regard to the
commitment of Statoil Epsilon Netherlands B.V. to a commercial discovery bonus.
4)Time when the guarantee obligations arise: The guarantee obligations arise from the date of Closure for the Projects.
252
Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013
Transaction price
up to 92.5 bln rubles
June 20,
2013
ROSNEFT
APPENDIX #5
ROSNEFT
253
1. INFORMATION ON THE FORMATION OF COMPANY BOARD OF DIRECTORS SPECIAL COMMITTEES, ON DRAFTING AND ADOPTION OF REGULATIONS ON REMUNERATION FOR
THE MANAGEMENT (KPI-BASED) AND FOR THE BOARD DIRECTORS
Rosneft established an HR and Remuneration Committee.
The functions and activities of the HR and Remuneration Committee and the process of its interaction with the Company bodies are set out in and governed by the Rosneft Regulation on the
Board of Directors HR and Remuneration Committee (approved by the Rosneft Board of Directors resolution dated 18 October, 2008, Minutes 5).
Since 2009, the Company has been using a performance-based system of annual bonuses for senior managers and heads of stand-alone subdivisions. The Regulation on Annual Bonuses
for Rosneft Senior Managers and Heads of Stand-Alone Subdivisions was approved by the Board of Directors on 5 March, 2009, (Minutes 1) and amended on 28 December, 2011 (Minutes 9).
Company performance indicators and individual performance indicators for senior managers which are used for annual bonuses are approved on an annual basis and are subject to the Company
strategy and business objectives for a specific year.
Annual remuneration for the Board directors is governed by the Regulation on the Process of Calculation and Payment of Remuneration and Compensation of Expenses to Members of the
Rosneft Board of Directors approved by the Board of Directors resolution dated 4 May,2009, Minutes 4, as revised and amended on 27 April 2012, Minutes 19, and on 6 May, 2013, Minutes 15.
2. PAYMENTS (REMUNERATION) TO THE COMPANY SENIOR EXECUTIVES (SOLE EXECUTIVE BODY/CHAIRMAN OF A COLLEGIAL EXECUTIVE BODY, SOLE EXECUTIVE BODY
DEPUTIES, HEADS OF STRUCTURAL SUBDIVISIONS, MEMBERS OF BOARDS OF DIRECTORS ENTITLED TO REMUNERATION)
The annual bonus to the Rosneft senior executives is paid on the basis of a Board of Directors decision subject to their achieving performance targets set to them by the Company governance
bodies for the reporting period. The size of the annual bonus to the Companys sole executive body, Rosneft President, is determined subject to achievement of the individual KPIs which are the
same as the Company KPIs. The annual bonus to the other senior executives is subject to achievement of the collective Company performance targets, the performance targets of the business
streams they are in charge of and their individual performance.
The process and conditions of payment of the remuneration to the Company management (President, First Vice President, Vice Presidents and officers of equivalent rank, and heads of Rosneft
stand-alone subdivisions) are determined in the Regulation on Annual Bonuses for Rosneft Senior Managers and Heads of Stand-alone Subdivisions (approved by the Rosneft Board of Directors
resolution dated January 10, 2012, Minutes 9).
Criteria for determining remuneration to the members of the Board of Directors is envisaged by the Regulation on the Process of Calculation and Payment of Remuneration and Compensation
of Expenses to Members of the Rosneft Board of Directors approved by the Board of Directors resolution dated April 28 ,2009 (Minutes 4), as revised and amended on April 27, 2012 (Minutes
19) and May 6, 2013 (Minutes 15). In accordance with the Regulation, remuneration is paid to the members of the Board of Directors with independent status and to the members of the Board of
Directors being authorized representatives of interests of the Russian Federation in the Bard of Directors, except for the members of the Rosneft Board of Directors with the status of government
employees, and the sole executive body of Rosneft (the President).
The final amount of remuneration for the reporting period is based on:
actual participation in activities as a Chairman of the Board of Directors or a member of the Board of Directors;
actual participation in activities of a Committee of the Board of Directors as its Chairman or member of the Committee.
The decision of payment of remuneration to the members of the Board of Directors was made by the General Meeting of Shareholders on June 20, 2013.
3.
In view of the TNK-BP Group companies having been integrated in Rosneft, in 2013, business streams performance indicators for senior executives included the synergy effect from the integration. Respective indicators were used for the purposes of the 2013 bonuses to the Company executives (Head Office staff, affiliated companies).
In addition to that, in order to improve capex performance, senior executives KPIs included exploration and drilling unit cost indicators. Also, more stringent criteria were set for labor and
industrial safety performance.
4. INFORMATION CONCERNING THE REQUIREMENT TO SENIOR EXECUTIVES OF A JOINT-STOCK COMPANY TO PROVIDE TO A RESPECTIVE FEDERAL EXECUTIVE AUTHORITY
COMPLETE INFORMATION ON THEIR INCOMES, PROPERTY AND ESTATE LIABILITIES
In its activities Rosneft is governed by the principles of ensuring financial and operational transparency, prevention of conflict of interest between the Company executives (including members
of its governance bodies) and the Company, and other types of misuse of office.
5.
Since 2009, Rosneft has been using a performance-based system of annual bonuses for senior Company managers.
The principles of setting performance indicators for the reporting period and criteria for remuneration are established in the Regulation on Annual Bonuses for Rosneft Senior Managers and
Heads of Stand-alone Subdivisions (approved by the Board of Directors on 5 March, 2009, (Minutes 1) and amended on 10 January 2012 (Minutes 9).
The performance-based annual bonuses system covers all categories of Rosneft executives senior managers, heads of stand-alone subdivisions, mid-level managers, general directors of
Group companies and their deputies.
Performance indicators used for annual bonuses are approved by the Rosneft governance bodies (Board of Directors, Management Board, President). This is done on an annual basis taking
into account the approved business plan and the specific priorities for the reporting period at the corporate, stream, and subdivision level.
In Rosneft, creation of a balanced system of performance indicators is the responsibility of the Finance and Economics Function.
6.
Business Stream
Proportion, %
13.196
56%
Refining
7.272
31%
2.948
12%
135
1%
Services
156
1%
23.706
100%
TOTAL
2013 Savings
Electricity, k kWh
1.
2.
254
Heat, k Gcal
Fuel, kt
Converted to kt
fuel equivalent
Proportion of total
savings %
1,032,438
12
337
84.0%
24,025
250
15
64
15.9%
The data is stated for the assets of the Company as of December 31, 2013.
The data is stated for the assets of the Company before March 21, 2013.
Annual Report 2013|Appendix 5: Information on delivery of the Russian Federation Presidents instructions
anddirectives and the Russian Federation Governments instructions
ROSNEFT
Business Stream
2013 Savings
Electricity, k kWh
Heat, k Gcal
Fuel, kt
Converted to kt
fuel equivalent
Proportion of total
savings %
639
208
0.1%
1,057,102
262
15
402
100%
Heat, k Gcal
Converted to kt
fuel equivalent
Proportion of total
savings, %
Table 3
Business Stream
Fuel, kt
4,603,344
54
1,504
81
194,549
1,561
27
333
18
17,670
2.3
17
55
4,815,563
1,617,322
44
1,868
100%
The total 5-year fuel and energy savings are equal to 1,868,000 tons of fuel equivalent, or RUB11,872mln.
Also, in 2013, a methodology was defined for developing a new energy-saving program and estimating the actual energy-saving effect from standard measures. Following this new methodology,
the Rosneft 2014-2018 Energy-Saving Program was developed and approved by the Board of Directors. The Program covers 93 subsidiaries and the expected fuel and energy saving effect is over
4,500,000 tons of fuel equivalent.
C) Energy-saving and energy-efficiency improvement policy
In 2013, the Company management took a decision to implement in its operations an Energy Management System compliant with the requirements of the GOST R ISO 50001:2012 standard.
This decision will enable application of the best international practices in energy cost reduction and a step change in managing the process of the Companys energy-efficiency and energy-saving
improvement.A methodological and organizational support for this project will be provided by the newly set up Energy-Efficiency Commission, which includes structural subdivisions heads in charge
of operational performance (Head Office).
In 2013, the Energy-Efficiency Commission approved the Rosneft 2014 2016 Energy-Efficiency Improvement Road Map which will help to get the Energy Management System certified by 2017.
7.
INSURANCE OF THE LIABILITY OF INDEPENDENT DIRECTORS REPRESENTING THE GOVERNMENT INTERESTS IN COMPANY GOVERNANCE BODIES
Rosneft insures liability of the Company governance bodies members, including independent Board directors. Insurance is intended to compensate to the Company, its shareholders, creditors
and other parties the damage caused by unintentional erroneous actions (inaction) of the insured in the course of management activities.
In 2013, the insurance coverage amount (indemnity limit) under the insurance contract was $150mln with $1mln of a special additional limit for each independent director and $6mln of additional
coverage for all independent directors.
8.
ADVISABILITY OF CORE ASSETS DISPOSAL IN THE SECTORS OF ECONOMY WITH AN ADEQUATE COMPETITION LEVEL. DISPOSAL OF NON-CORE ASSETS
In 2013, Rosneft continued optimization of the assets owned by the Company and its subsidiaries.
Based on a high-level Company portfolio review, a list of assets planned for disposal was identified. Currently, the Companys core subdivisions are preparing a detailed portfolio review
broken-down by the business segment.
The question of selling share blocks in a number of power companies owned by the Company is also being looked into.In 2013, the Company continued the policy of optimizing its properties
and assets. Pursuant to the Standard for Management of Non-Core and Inefficient Assets approved by the Board of Directors, the following actions were taken:
The Board of Directors approved the Consolidated List of and Action Program (Plan) for 17 Companies of the Group Subject to Liquidation;
In 2013, the following companies of the Group were liquidated: OJSC Moskovskaya gazovaya kompaniya, CJSC Zarechiye, LLC Salymburneft, LLC Samaranefteavtomatika, LLC YuganskSpetsStroy, LLC Uchyot i Otchetnost, LLC Nyagan-Media, LLC Transport-Boguchany, LLC Neftebytservis, LLC Private Security Company Garant-Izhevsk, OJSC Vostochno-Sibiskaya gazovaya
kompaniya, OJSC RUSIA Petroleum, OJSC Yeniseyneftegaz, Femco Golf Limited (Cyprus); Neftcon Shipping Limited (Cyprus); Spets Navigation Limited (Cyprus); Katangly Shipping Limited (Cyprus);
The Rosneft Board of Directors approved the Consolidated List of and Action Program (Plan) for the Companies of the Group Subject to Reorganization (51 companies, including 7 companies
in the Power Stream, 40 companies in the Marketing Stream, and 4 companies in the Accounting Function). The Program is planned for 2014-2015.
Analysis of recently acquired assets to determine companies subject to disposal has been performed within the framework of integration with TNK-BP.
Upon completion of the Consolidated List of Companies Subject to Disposal, actions will be taken to dispose of the Group companies, including obtaining approval of the Board of Directors
and the Management Board.
In 2014, the Company will continue its program of liquidation, reorganization and sale of non-core and inefficient companies of the Group, including restructuring the Companys foreign assets.
9.
In order to use a uniform approach to selection of goods, works and services providers, the Company is applying:
Rosneft Standard for the Process of Organizing Materials Supplies for Subsidiaries;
Rosneft Policy on Procurement approved by the Company Board of Directors on 21 December, 2011 (Minutes 8);
Executive Order dated 13 July, 2011, 383 on Organizing Work to Improve Rosneft Procurement Activities.
In sourcing goods, works and services, if their technical properties, price and quality are equal, all Rosneft subsidiaries and structural subdivisions are supposed to give preference to Russia-made
products taking into account required delivery time lines.
Foreign equipment is purchased if its technical properties are significantly superior to Russian analogues or if such Russia-made equipment is not available in the Russian market, with all the
necessary rationale provided in any case.
In order to reduce the amount of foreign procurement, the Company is studying new developments by Russian manufacturers and organizing testing and further commercial use of such
developments.
In 2013, RUB168.8bln worth of Russia-made materials was purchased by Rosneft assets against RUB178.1bln in 2012. Growth of the amount of foreign equipment purchased is due to the
continued program of refinery modernization resulting in major deals in 2013 to purchase hydrocracking equipment (licensor - CHEVRON (USA)) and reforming units (licensor - UOP (USA)). The
equipment in question is not manufactured in Russia.
Potential contractors are subject to a pre-qualification procedure. Careful screening leaves in only good-faith contractors and prevents economically unjustified schemes. On top of that, the
Company audits key vendors, including by using specialized external audit organizations.
In order to ensure procurement transparency, information about planned tenders for materials is placed on the Rosneft corporate web site and on the government procurement web site at
www.zakupki.gov.ru.
10. EXPANDING ACCESS OF SMALL AND MEDIUM BUSINESSES TO PROCUREMENT BY INFRASTRUCTURE MONOPOLIES AND COMPANIES WITH GOVERNMENT PARTICIPATION
In 2013, Rosneft did not take any actions required by Order of the Russian Federation Government dated 29 May, 2013, 867-r on Expanding Access of Small and Medium Businesses to
Procurement by Infrastructure Monopolies and Companies with Government Participation. Such actions are planned for 2014.
11. ACTIONS AIMED AT ENSURING OPENNESS OF INFORMATION ABOUT PROCUREMENT ACTIVITIES AND TRANSITION TO E-SOURCING, INCLUDING REGULATIONS GOVERNING
THE PURCHASING PROCEDURES FOR GOODS, WORKS AND SERVICES
The Company invariably complies with the requirements of Federal Law 223-FZ On Procurement of Goods, Works and Services by Certain Types of Legal Entities dated 18 July,2011, pursuant
to which a set of internal regulatory documents were developed and enacted, including in subsidiaries which are subject to Federal Law 223-FZ dated 18 July,2011. By way of complying with the
requirements of Federal Law 223-FZ dated 18 July, 2011, Rosneft publishes the following information on the government procurement web site (www.zakupki.gov.ru):
procurement plan;
regulation on procurement of goods, works and services;
information on purchases;
information on the number and total value of contracts awarded by the Company as a results of tenders for goods, works and services.
ROSNEFT
Appendix 5: Information on delivery of the Russian Federation Presidents instructions |Annual Report 2013
anddirectives and the Russian Federation Governments instructions
255
The Company subsidiaries which are not subject to Federal Law 223-FZ dated 18 July, 2011, place procurement information on the corporate web site, which ensures information openness
of all Rosneft Group companies.
Currently, Rosneft continues development and implementation of an automated procurement system based on SAP SRM.
The Companys own e-commerce platform is being developed. It is designed to improve openness, competitiveness and efficiency of procurement procedures.
12. REDUCTION OF UNIT COSTS OF PURCHASED GOODS (WORKS, SERVICES) BY AT LEAST 10% PER ANNUM IN REAL TERMS OVER THREE YEARS
Pursuant to sub-paragraph f of paragraph 1 of the List of Instructions by the President of the Russian Federation with regard to Priority Measures Aimed at Improving the Investment Climate in
the Russian Federation dated 2 April, 2011 . Pr-846, joint-stock companies with government participation are instructed to take measures towards reducing unit costs of purchased goods (works,
services) by at least 10% per annum in real terms over three years.
The Company has developed a methodology of estimating and monitoring reduction of unit costs of purchased goods (works, services) by at least 10% per annum in real terms over three years in the
2010 prices endorsed by the Energy Ministry of the Russian Federation and approved by the Rosneft Board of Directors, and performed an estimate of the 2013 cost reductions according to the methodology.
Using the 1.2954 deflator to the base amount of RUB51.1bln, the average price reduction for the materials purchased over 12 months of 2013 vs. 12 months of 2010 across the Company was 10%.
13. PROPOSALS AND RECOMMENDATIONS AIMED AT ENCOURAGING ENVIRONMENTAL RESPONSIBILITY MECHANISMS BASED ON INTERNATIONAL STANDARDS, INCLUDING
SUCH AS NON-FINANCIAL REPORTS AND VOLUNTARY CERTIFICATION AND MARKING SYSTEMS SUBJECT TO INDEPENDENT AUDIT AND VERIFICATION
In order to confirm compliance of the Companys HSSE Integrated Management System with the ISO 14001:2004 Environmental Management System, in March-April 2013, the certifying body
Bureau Veritas Certification Rus conducted the first supervisory audit. The findings of the audit were positive. Having certified another three companies of the Group (within the Petroleum Products
Supply business), the audit expanded the applicability of the Companys ISO 14001:2004.
During the Rosneft and TNK-BP integration, actions were taken to harmonize the two management systems. Notably, the TNK-BP management systems were reviewed to understand the
synergy potential regarding certification of the Group companies, including former TNK-BP, so that uniform Rosneft certificates could apply and best environmental practices could be implemented.
In order to improve the HSSE Integrated Management System, a number of Rosneft internal regulatory documents were revised governing the process of internal audits, corrective and preventive actions, and documentation management.
From 2007 through 2012, as a voluntary initiative, Rosneft published Sustainable Development Reports (hereinafter Reports) containing information and indicators characterizing the Companys social responsibility.
From 2012, compliant with the Directives of the Chairman of the Russian Federation Government dated 30 March, 2012 1710p-P13, publication of such data is mandatory for companies with
government participation. In connection with this, the Rosneft Board of Directors took a decision to prepare annual Sustainable Development Reports, publish them on the corporate web site and
send them to OJSC Rosneftegaz. (Minutes 4 of the Rosneft Board of Directors meeting dated 7 August, 2012).
Requirements to prepare and publish non-financial reports are also stipulated by the Rosneft Policy on Social Development approved by Executive Order 574 dated 16 November, 2009. The
Policy stipulates that Reports should be prepared in accordance with the international Guidelines on Social Development Reporting of the Global Reporting Initiative (GRI Guidelines).
From 2008, annual audits of the Reports are done by an international auditor, Ernst & Young. The 2008, 2009, 2010, 2011, and 2012 Social Development Reports were at the maximum + level
for information disclosure by the GRI Guidelines standards.
Currently, the Company is preparing the 2013 Social Development Report in compliance with the GRI international reporting standards.
In 2013, the Company began preparation for transition to GRI version 4 (G4). In particular, a uniform data base of indicators applicable to the Company and to the industry has been developed.
Pilot implementation is planned for 2014-2015.
14. INFORMATION ON DELIVERY OF INVESTMENT PROGRAMS
The reporting year of 2013 became a year of the Companys record-high operational and financial performance. The capital investment program amounted to RUB560bln, which is 18% higher,
year-on-year. The key results of the capex program are as follows:
Stabilization of hydrocarbon production from brownfields and steady production growth form greenfields. Total annual hydrocarbon production reached 220mtoe1.
Resource base additions. According to the international audit, the proven reserves, SEC, have grown by 74% (organic growth 11%) and now amount to 31bln boe1.
Maintaining leading positions in E&P capex compared to key competitors ($7.1/boe in 2013).
Refinery modernization to comply with the technical regulations and the quadripartite agreement.
Bringing on stream the largest CDU in Russia (ELOU-AVT-12) at the Tuapse Refinery.
In 2013, work continued on offshore projects development and strengthening strategic partnerships, which is one of the key priorities. The effort resulted in getting 17 new license blocks and
signing final agreements with ExxonMobil, Eni, Statoil, and Inpex. Currently, the resource owned by the Company is estimated as exceeding 45bln toe.
The 2013 investment in new acquisitions equal to RUB1,495 bln1 made Rosneft the leader of the Russian oil and gas industry and the worlds largest oil and gas company. The most material
acquisitions were as follows:
closure of the deal on acquiring a 100% TNK-BP stake.
consolidation of stakes in LLC Taas-Yuriakh and LLC Itera to 100%.
All the acquired assets were integrated into a single process of investment decision-making. In 2013, over 170 high-efficiency projects were sanctioned for the period of 2014+. The projects
meet the Company standards for return on capital employed and for strategic fit:
increased scope of development drilling to maintain production from the existing fields; beginning of tight reserves (hard-to-recover reserves) development;
active development of major greenfields to be put on stream in 2017-2018 (Vostochno-Urengoiskoye, Novo-Urengoiskoye, Kharampurskoye, Kynsko-Chaselskaya group, Suzunskoye,
Tagulskoye, Russkoye);
creation and development of new oil production hubs in East Siberia on the basis of the Vankorskoye, Verkhnechonskoye, Yurubcheno-Tokhomskoye and a number of other fields;
beginning of construction of Phase 1 of the Vostochnaya Petrochemical Company (VNKhK) designed to cover the regional shortage of petroleum products and develop a Far-Eastern petrochemical hub;
refinery modernization program proceeding to its active phase aimed at compliance with the technical regulations and the quadripartite agreement bringing the crude conversion rate from
66% in 2013 to 80% in 2018.
15. ACCESSION TO THE ANTI-CORRUPTION CHARTER OF RUSSIAN BUSINESS
The Company supports the decision on adoption of the Anti-Corruption Charter of the Russian Business and rigorously adheres to anti-corruption principles determined by federal laws and
Decrees of the President of the Russian Federation.
16. ELABORATION BY THE COMPANY OF A MID-TERM AND LONG-TERM STRATEGY OF ORGANIZATIONAL DEVELOPMENT AND AN INNOVATION DEVELOPMENT PROGRAM;
MEASURES AIMED AT ELABORATION OF INNOVATION DEVELOPMENT PROGRAMS IN JOINT-STOCK COMPANIES INCLUDED IN THE LIST OF ORGANIZATIONS TO ELABORATE
INNOVATION DEVELOPMENT PROGRAMS APPROVED BY THE RESOLUTION OF THE GOVERNMENT HIGH TECHNOLOGIES AND INNOVATIONS COMMISSION DATED 3 AUGUST,
2010, MINUTES 4
The Company has elaborated the Innovative Development Program consistent with the regulations and legislative acts and plans and programs of the national, regional and corporate levels.
The Program was approved by the Rosneft Board of Directors on 1 April, 2011 and endorsed by the meeting of the Working Group on Public-Private Partnership Development in Innovations set up
as part of the Government High Technologies and Innovations Commission.
On 6 May, 2013, the Company Board of Directors reviewed and approved the 2012 Report on the Rosneft Innovative Development Program.
The 2013 R&D investment as part of the Innovative Development Program was RUB23.2bln, twice the planned 2013amount of RUB11.5bln. The investment increase was due to Rosneft and
TNK-BP integration.
The corporate R&D Center, RN-R&D Center [RN-TsIR], has GTL technologies and is completing development of mini-GTL technologies. It also owns unique technologies for making efficient
catalysts for this process. The RN-R&D Center is one of the key residents in Skolkovo with the annual funding of RUB350mln. Its main focus is on breakthrough research and development of
new-generation polymer materials, synthetic, motor and jet fuels, as well as unique catalysts.
Two unique expeditions - KARA-Winter 2013, KARA-Summer 2013 - were carried out as part of the Artic investigations looking at the ice and metocean conditions in support of offshore resource
exploration and development projects in the south-western part of the Kara Sea. The expeditions installed an automatic metocean station on the Cape of Hessen, and repaired two previously installed
stations on the eastern coast of the Novaya Zemlya Archipelago. In 2014, carrying on its vast Arctic offshore investigation program, Rosneft will fully reactivate the system of metocean observations
in the Kara Sea adding another station planned to be installed on Uyedineniya Island in the Kara Sea thus creating an efficient metocean network of 10 facilities.
256
Annual Report 2013|Appendix 5: Information on delivery of the Russian Federation Presidents instructions
anddirectives and the Russian Federation Governments instructions
ROSNEFT
In 2012 Rosnefts Board of Directors approved the Innovative Activities Policy determining key principles of managing intellectual property rights, with regard to:
determining procedure for allocation of intellectual property (IP) rights,
legal protection of IP,
approaches to implementation and commercialization of IP.
The Company Standard on Organizing Rationalization and Inventive Activities was approved. Currently a draft Company Regulation on Managing Intellectual Property Items, specifying principles
established by the Policy, has been developed and is under approval.
Managing functions in Intellectual property have been assigned to specialists of Technical Development and Innovations Department.
Key performance indicators in the sphere of intellectual property and commercialization, including for TD&ID, are the number of adopted results of Target Innovative Projects, the number of
patent applications and applications for certificates of registration and the number of patents and certificates of registration received during the period.
As a result of these activities, the Company in 2013 has submitted 52 patent applications and applications for State registration of software (2.9 times more than in 2012). The Company owns
380 patents for inventions and useful models and certificates of State registration of software as of January 01, 2014.
ROSNEFT
Appendix 5: Information on delivery of the Russian Federation Presidents instructions |Annual Report 2013
anddirectives and the Russian Federation Governments instructions
257
appendix #6
Auditors Report
On Financial Statements
of Rosneft Oil Company
for Year 2013
258
rosneft
R.G. Romanenko,
Partner
Ernst & Young LLC
February 20, 2014
rosneft
Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013|Annual Report 2013
259
Balance Sheet
as of December 31, 2013
Notes
Indicator
Line Code
as of Dec 31
2013
2012
2011
9,073,377
ASSET
I. Non-current assets
7
Intangible assets
1110
9,586,295
9,528,715
Research results
1120
1,952,071
1,284,250
253,905
1130
36,457,262
28,960,090
34,783,222
1140
5,558,235
5,138,375
4,884,176
1150
838,018,865
715,931,051
573,240,354
1160
12
Financial investments
1170
2,401,568,509
424,432,357
319,035,452
21
1180
11,394,511
9,061,468
7,075,802
10
1190
45,420,305
41,493,556
40,442,804
Total, Section I
1100
3,349,956,053
1,235,829,862
988,789,092
Inventories, including:
15, 18
1210
96,060,770
50,246,678
43,945,312
1211
11,643,068
7,432,302
7,347,438
1212
7,104,345
4,872,054
3,913,517
1213
76,867,641
37,394,263
31,608,825
prepaid expenses
1215
445,716
548,059
1,075,532
1219
1220
59,707,919
20,034,996
17,660,321
1230
847,683,278
418,546,528
621,048,304
1231
755,173,353
390,751,235
365,195,849
1232
92,509,925
27,795,293
255,852,455
12
1240
425,964,971
569,479,045
359,176,920
13
Short-term derivatives recognized at fair value through the profit and loss statement
1241
88,015
2,816,129
104,637
13
Long-term derivatives recognized at fair value through the profit and loss statement
1242
773,849
1,660,150
14
1250
199,904,615
233,428,067
102,020,000
1260
7,646
8,554
1261
Total, Section II
1200
1,630,191,063
1,296,220,147
1,143,955,494
BALANCE
1600
4,980,147,116
2,532,050,009
2,132,744,586
1310
105,982
105,982
105,982
Treasury shares
1320
(68,216,969)
Revaluation reserve
1340
15
15
15
19
1350
113,276,744
113,276,492
113,277,035
19
1360
5,299
5,299
5,299
20
1370
1,270,340,857
1,219,376,676
999,884,408
1300
1,383,728,897
1,264,547,495
1,113,272,739
including accrued revenue under civil works contracts not presented for payment
1410
1,729,241,793
905,695,447
622,715,207
21
1420
43,735,992
19,196,992
16,084,835
24
Provisions
1430
38,242,591
45,298,397
39,172,235
Long-term derivatives recognized at fair value through the profit and loss statement
1440
Other liabilities
1450
470,151,376
1,577,155
Total, Section IV
1400
2,281,371,752
970,190,836
679,549,432
1510
622,881,018
74,848,915
134,994,694
Accounts payable
1520
671,344,718
211,561,388
190,978,173
1521
487,901,829
117,932,513
76,773,288
1522
32,421
1,014
1,944
1523
1,071
506
84
1524
39,880,449
39,015,219
32,862,363
other creditors
81,340,494
V. Short-term liabilities
16
15, 18
1529
143,528,948
54,612,136
Deferred revenue
1530
63,798
53,430
43,342
24
Provisions
1540
14,820,150
10,318,055
9,916,391
13
Short-term derivatives recognized at fair value through the profit and loss statement
1545
5,688,020
357,811
3,889,237
Other liabilities
1550
248,763
172,079
100,578
Total, Section V
1500
1,315,046,467
297,311,678
339,922,415
BALANCE
1700
4,980,147,116
2,532,050,009
2,132,744,586
Rosneft President
General Director, LLC RN-Uchiot
(Contract of Dec 29, 2012 No. 0001012/FR1J )
February 20, 2014
260
Annual Report 2013|Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013
rosneft
Indicator
Line
Code
January-December
2013
2012
2,20,26
Revenues
2110
3,544,443,140
2,595,672,292
20
Cost of sales
2120
(1,969,312,483)
(1,293,592,537)
20
Gross profit/(loss)
2100
1,575,130,657
1,302,079,755
20
Selling expenses
2210
(1,307,050,333)
(1,016,641,454)
20
2220
(39,985,741)
(28,564,368)
20
Exploration expenses
2230
(19,689,828)
(13,866,463)
20
Operating income/(loss)
2200
208,404,755
243,007,470
13,480,887
20
2310
73,321,614
20
Interest receivable
2320
57,949,838
77,515,765
16, 20
Interest payable
2330
(67,752,187)
(53,948,854)
20
2331
76,577,657
342,330,878
20
2332
(84,043,732)
(266,645,710)
20
2333
18,925,153
10,499,503
20
2334
(28,003,373)
(2,730,443)
20
2335
(8,203,310)
(7,142,502)
17, 20
Other income
2340
287,293,195
231,092,891
17, 20
Other expenses
2350
(379,689,964)
(247,212,979)
20
2300
154,779,646
340,246,906
2410
(18,265,319)
(57,679,102)
2421
7,005,983
11,732,817
2425
17,588,742
6,479,886
21
2426
21
2430
(24,539,000)
(3,112,157)
21
2450
2,333,043
1,985,666
Other
2460
2465
4,381,672
10,062,493
Net income/(loss)
2400
136,278,784
297,983,692
22
FOR REFERENCE
Result of revaluation of non-current assets not included into net income/(loss) for the period
2510
Result of other operations not included into net income/(loss) for the period
2520
253
(543)
2500
136,279,037
297,983,149
Rosneft President
General Director, LLC RN-Uchiot
(Contract of Dec 29, 2012 No. 0001012/FR1J )
February 20, 2014
rosneft
Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013|Annual Report 2013
261
1. Changes in Equity
Indicator
Line
code
Authorized
capital
Shares
repurchased
Additional
capital
Reserve capital
Retained earnings
(uncovered loss)
Total
3100
105,982
113,277,050
5,299
999,884,408
1,113,272,739
For Y2012
Increase of capital, including:
3210
4,141
297,983,692
297,987,833
net income
3211
297,983,692
297,983,692
revaluation of assets
3212
3213
4,141
4,141
3214
3215
3216
3220
(68,216,969)
(4,684)
(78,491,424)
(146,713,077)
net loss
3221
revaluation of assets
3222
3223
(4,684)
(4,684)
3224
3225
(68,216,969)
(68,216,969)
3226
dividends
3227
(78,491,424)
(78,491,424)
3230
3240
3200
105,982
(68,216,969)
113,276,507
5,299
1,219,376,676
1,264,547,495
For Y2013
Increase of capital, including:
3310
68,216,969
1,850
136,279,513
204,498,332
net income
3311
136,278,784
136,278,784
revaluation of assets
3312
3313
1,850
729
2,579
3314
68,216,969
68,216,969
3315
3316
3320
(1,598)
(85,315,332)
(85,316,930)
net loss
3321
revaluation of assets
3322
3323
(1,598)
(1,598)
3324
3325
3326
dividends
3327
(85,315,332)
(85,315,332)
3330
3340
3300
105,982
113,276,759
5,299
1,270,340,857
1,383,728,897
Rosneft President
General Director, LLC RN-Uchiot
(Contract of Dec 29, 2012 No. 0001012/FR1J )
February 20, 2014
262
Annual Report 2013|Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013
rosneft
Line
Code
As of Dec 31,
2011
3400
As of Dec 31,
2012
due to
other factors
1,119,243,075
302,500,630
(147,786,806)
1,273,956,899
3410
(5,970,336)
(4,516,938)
1,077,870
(9,409,404)
3420
3500
1,113,272,739
297,983,692
(146,708,936)
1,264,547,495
3401
1,005,987,734
302,500,630
(78,491,424)
1,229,996,940
3411
(6,103,326)
(4,516,938)
(10,620,264)
Correction of mistakes
3421
3501
999,884,408
297,983,692
(78,491,424)
1,219,376,676
3402
113,255,341
(69,295,382)
43,959,959
3412
132,990
1,077,870
1,210,860
Correction of mistakes
3422
3502
113,388,331
(68,217,512)
45,170,819
2013
2012
2011
1,383,792,695
1,264,600,925
1,113,316,081
Capital total
Before adjustment
Adjustment due to:
After adjustment
including
Retained earnings (uncovered loss):
Before adjustment
Adjustment due to:
After adjustment
Other capital items that have been adjusted (by items):
Before adjustment
Adjustment due to:
After adjustment
3. Net Assets
Indicator
Net Assets
Rosneft President
General Director, LLC RN-Uchiot
(Contract of Dec 29, 2012 No. 0001012/FR1J )
February 20, 2014
rosneft
Line code
3600
As of Dec 31
Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013|Annual Report 2013
263
Indicator
Line
code
2013
2012
4110
4,128,296,069
2,744,433,447
4111
3,700,180,153
2,323,730,232
lease payments, license payments, royalty, commission and other similar payments
4112
89,070,731
72,922,138
4113
10,120,384
other proceeds
4119
339,045,185
337,660,693
4120
(3,331,718,495)
(2,442,952,875)
4121
(2,718,801,264)
(1,837,129,276)
4122
(15,933,017)
(13,764,786)
interest on loans
4123
(56,354,154)
(27,283,748)
4124
(39,363,208)
(83,446,302)
4125
(417,792,990)
(407,134,042)
to other payments
Net cash provided by operating activities
4129
(83,473,862)
(74,194,721)
4100
796,577,574
301,480,572
4210
538,281,162
170,838,953
4211
8,500,949
2,724,595
4212
17,795,531
from repayment of granted loans, sale of debt securities (right of cash demand from third parties)
4213
445,172,425
117,528,243
dividends, interest on financial liabilities and similar proceeds from interest in joint ventures and associates
4214
76,506,785
19,021,910
other proceeds
4219
8,101,003
13,768,674
Payments, including:
4220
(2,558,967,878)
(423,330,922)
associated with acquisition, creation, upgrade, reconstruction and preapplication treatment of non-current assets
4221
(221,358,627)
(208,475,183)
4222
(1,805,166,139)
(8,173,406)
associated with acquisition of debt securities (right of cash demand from third parties), provision of loans to third parties
4223
(441,984,735)
(161,671,752)
4224
other payments
4229
(90,458,377)
(45,010,581)
4200
(2,020,686,716)
(252,491,969)
4310
1,964,382,985
523,087,621
4311
1,854,365,834
503,052,507
4312
4313
from issue of bonds, promissory notes and other debt securities etc.
4314
109,986,250
19,997,000
other proceeds
Payments, including:
4319
30,901
38,114
4320
(786,967,237)
(436,236,136)
(68,256,357)
4321
4322
(82,275,050)
(76,244,161)
associated with repayment (redemption) of promissory notes and other debt securities, repayment of loans and borrowings
4323
(704,265,394)
(288,398,136)
4329
(426,793)
(3,337,482)
other payments
4300
1,177,415,748
86,851,485
4400
(46,693,394)
135,840,088
Balance of cash and cash equivalents at the beginning of the reporting period
4450
233,428,053
102,019,986
Balance of cash and cash equivalents at the end of the reporting period
4500
199,904,499
233,428,053
4490
13,169,840
(4,432,021)
Rosneft President
General Director, LLC RN-Uchiot
(Contract of Dec 29, 2012 No. 0001012/FR1J )
February 20, 2014
264
Annual Report 2013|Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013
rosneft
Company description
Open joint-stock company Rosneft Oil Company (hereinafter, the Company) was established in accordance with Decree of the President of the Russian Federation dated April 01, 1995 No.
327 On priority measures aimed to improve the activities of oil companies and on the basis of Russian Government Resolution dated September 29, 1995 No. 971 On the Transformation of the
Rosneft State enterprise into an open joint-stock company Rosneft Oil Company.
The company is a legal entity that operates on the basis of its Charter and the laws of the Russian Federation.
Company legal address (location)
Company legal address: Russian Federation, 115035, Moscow, Sofiyskaya Embankment, 26/1.
Company governance bodies
General Shareholders Meeting of the Company
The General shareholders meeting is the supreme governance body of the Company. The terms of reference, procedure for convening, holding of, and proceedings at, the General shareholders
meeting of the Company are determined in accordance with the Company Charter and the Federal law.
The address of the place for holding the General shareholders meeting in the form of joint presence of shareholders is determined by the Company Board of Directors.
The annual General shareholders meeting is held not earlier than two months and not later than six months after the end of the financial year.
The Chairman of the Company Board of Directors or, failing his presence, Board of Directors member elected for this purpose from among the rest Board of Directors members, presides at
the General shareholders meeting.
Board of Directors of the Company
The Board of Directors of the Company exercises overall management of the Company activities, with the exception of those matters that are reserved for the General shareholders meeting
by federal laws and the Company Charter.
Members of the Company Board of Directors are elected by the General shareholders meeting to serve until the next annual General shareholders meeting.
The line-up of the Rosneft Board of Directors that served in the period from Nov. 30, 2012 to June 20, 2013 and from June 20, 2013 until date was approved by decisions of General shareholders
meetings of the Company held on Nov. 30, 2012 and June 20, 2013, respectively.
The following were members of the Open joint-stock company Rosneft Oil Company Board of Directors as of Dec. 31, 2013:
1.
Chairman of Rosneft Board of Directors (since Sep. 13, 2011), Director, Moscow School of Economics, the Lomonosov State University.
Deputy Chairman of Rosneft Board of Directors (since June 20, 2013), CEO and Management Board Chairman of Rosneft.
3.
Deputy Chairman of Rosneft Board of Directors (since June 20, 2013), CEO and Management Board Chairman, member of Supervisory Council of
VTB Bank.
4.
Deputy Chairman of Rosneft Board of Directors (since June 20, 2013), General Director, member of Supervisory Board of Rostekhnologii stateowned corporation.
5. Dudley, Robert
Deputy Chairman of Rosneft Board of Directors (since June 20, 2013), Director and member of the Board of Directors, Chairman of the Board
Executive Committee, BP Group CEO.
6. Warnig, Matthias
Member of Rosneft Board of Directors (since Sep. 13, 2011), Independent Director, Managing Director of Nord Stream AG (Switzerland).
7.
Member of Rosneft Board of Directors (since June 20, 2013), Independent Director, member of the Presidium of the Russian Academy of Sciences.
8. Mack, John
Member of Rosneft Board of Directors (since June 20, 2013), Independent Director.
9.
Member of Rosneft Board of Directors (since June 20, 2013), Independent Director.
Humphreys, Donald
In accordance with the Board of Directors Regulations, compensation to the members of the Company Board of Directors are paid pursuant to the General shareholders meeting decision
based on the Company results of operations for the year.
By decision made by the Annual General shareholders meeting on June 20, 2013 (unnumbered minutes), it was approved that compensation shall be provided by a transfer of block of Rosneft
shares to the following members of Rosneft Board of Directors, as follows:
Warnig, Matthias 76,373 shares (for the periods from June 20, 2012 through Nov. 30, 2012 and from Nov. 30, 2012 through June 20, 2013);
Kuzovlev, Mikhail Valeryevich 76,373 shares (for the periods from June 20, 2012 through Nov. 30, 2012 and from Nov. 30, 2012 through June 20, 2013);
Laverov, Nikolay Pavlovich 75,009 shares (for the periods from June 20, 2012 through Nov. 30, 2012 and from Nov. 30, 2012 through June 20, 2013);
Nekipelov, Aleksandr Dmitrievich 85,920 shares (for the periods from June 20, 2012 through Nov. 30, 2012 and from Nov. 30, 2012 through June 20, 2013);
Rudloff, Hans-Jorg 79,101 shares (for the periods from June 20, 2012 through Nov. 30, 2012 and from Nov. 30, 2012 through June 20, 2013);
Shishin, Sergey Vladimirovich 79,101 shares (for the periods from June 20, 2012 through Nov. 30, 2012 and from Nov. 30, 2012 through June 20, 2013);
Shugaev, Dmitry Evgenyevich 72,282 shares (for the periods from June 20, 2012 through Nov. 30, 2012 and from Nov. 30, 2012 through June 20, 2013);
Shcherbovich, Ilya Viktorovich 72,282 shares (for the periods from June 20, 2012 through Nov. 30, 2012 and from Nov. 30, 2012 through June 20, 2013).
The Company obligation to pay compensation to the above-mentioned members of Open joint-stock company Rosneft Oil Company Board of Directors for the period of their service by the
transfer of Company shares to these Board members was fulfilled as of Dec. 31, 2013.
Sole executive body of the Company
Open joint-stock company Rosneft Oil Company CEO is the sole executive body of the Company.
Effective from May 24, 2012, Igor Ivanovich Sechin was appointed for the Company CEO by the decision of the Company Board of Directors (Board of Directors Minutes No. 22 dated May 23, 2012).
Collegiate executive body of the Company
Pursuant to the Charter, the Management Board is the collegiate executive body of the Company.
As of Dec. 31, 2013, the following were members of the Company Management Board:
1.
CEO, Management Board Chairman of Open joint-stock company Rosneft Oil Company, Deputy Chairman of Open joint-stock company
Rosneft Oil Company Board of Directors
2.
Deputy Management Board Chairman, Vice-President Chief of Staff, Open joint-stock company Rosneft Oil Company
3.
First Vice-President of Open joint-stock company Rosneft Oil Company in charge of Upstream matters
4.
5.
6.
Casimiro, Didier
Vice-President, Commerce and Logistics, Open joint-stock company Rosneft Oil Company
7.
8.
Vice-President, HR and Social Matters, Open joint-stock company Rosneft Oil Company
9.
10.
Vice-President, Oil Refining and Petrochemicals, Open joint-stock company Rosneft Oil Company
rosneft
Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013|Annual Report 2013
265
11.
Runje, Zeljko
12.
Vice-President, Economics and Finance, Open joint-stock company Rosneft Oil Company
13.
Management Board members are paid salaries as stated in their individual employment contracts with the Company, but are not paid any further remuneration on account of their service on
the Management Board.
The Company Board of Directors made the following decisions in relation to the Company Management Board line-up:
early termination of the powers of Management Board member G.G. Gilaev and appointment of new Management Board members Yu.I. Kalinin, A.V. Votinov (Minutes No. 9 dated Feb. 13, 2013);
early termination of the powers of Management Board member D.V. Avdeev and appointment of new Management Board member I.V. Maydannik (Minutes No. 2 dated July 22, 2013);
increase in the number of Management Board memberships from 11 to 13, and early termination of Management Board member E.Yu. Khudaynatov and appointment of new Management
Board members R.R. Sharipov, E. Liron, S.I. Slavinsky (Minutes No. 6 dated Sep. 23, 2013).
Control of Company financial and business operations
Control of the Company financial and business operations is exercised by the internal audit commission. The internal audit commission proceedings are determined pursuant to the Company
Internal Audit Commission Regulations approved by the General shareholders meeting.
The Company internal audit commission of five (5) members is elected by the General shareholders meeting to serve until the next Annual General shareholders meeting.
As of Dec. 31, 2013, the following were members of the Company Internal Audit Committee:
1.
Deputy Head of Local Office Supervision Division, Advisor to Deputy Minister Head of Rosimushchestvo
2.
CEO-Management Board Chairman, member of the Board of Directors, OJSC Bank of Moscow
3.
4.
5.
The members of the Company Internal Audit Commission did not receive compensation on account of their service on the Internal Audit Commission in 2013.
Structure of Company charter capital
As of Dec. 31, 2013, the following were the holders of Open joint-stock company Rosneft Oil Company shares:
OJSC ROSNEFTEGAZ was the holder of 7,365,816,383 common shares in Open joint-stock company Rosneft Oil Company, amounting to 69.5% of all Company common shares and
charter capital;
CJSC NRD non-profit organization was the nominee holder of 3,179,709,451 common shares in Open joint-stock company Rosneft Oil Company, amounting to 30.0% of all Company
common shares and charter capital;
other legal entities holding less than 1% of shares were owners and nominee holders of 1,590,676 common shares in Open joint-stock company Rosneft Oil Company, amounting to 0.015%
of all Company common shares and charter capital;
individuals were holders of 51,061,306 common shares in Open joint-stock company Rosneft Oil Company, amounting to 0.48% of all Company common shares and charter capital;
The Russian Federation, acting through the Federal Agency for Management of State Property, was the owner of 1 common share in Open joint-stock company Rosneft Oil Company,
amounting to 0.000000009% of all Company common shares and share capital.
Description of Company activities
In accordance with Paragraph 3.4 Article 3 of Open joint-stock company Rosneft Oil Company Charter approved by the Annual General shareholders meeting of the Company on June 19,
2009 (unnumbered minutes), the Company core activities are to ensure search, exploration, extraction, and processing of oil, gas, and gas condensate and the sale of oil, gas, gas condensate and
their derivative products to consumers in and outside the Russian Federation, to conduct any associated types of activities, as well as to carry out works with precious metals and precious stones.
The Company shall carry out, inter alia, the following main types of activity:
1. geological prospecting and geological exploration work aimed at oil, gas, coal and other minerals search; extraction, transportation and processing of oil, gas, coal and other minerals and timber;
production of oil products, petrochemicals and other products, including electric power, woodworking products, fast moving consumer goods and provision of services to the public; storage
and sale (including sale in the domestic market and export sale) of oil, gas, oil products, coal, electric power, woodworking products, and other hydrocarbon and other derivative products
2. investment activities, including transactions with securities;
3. taking of action to complete Federal government orders and those placed by regional consumers of the products produced by the Company and its subsidiaries and affiliates, including
deliveries of oil, gas and oil products in their respective regions of operations;
4. investment governance, construction, engineering, technological and service support of upstream and downstream projects, research, technical, procurement, marketing, economic, foreign
trade and legal support of the activities of the Company, its subsidiaries and affiliates, and third-party customers. Surveys of commodity and service markets, securities market, conducting
of research, sociological and other work. Regulation and coordination of activities of subsidiaries and affiliates;
5. leasing out fixed assets and other property, use of leased property;
6. assisting in the assurance of the interests of the Russian Federation in connection with drafting and implementing products sharing agreements in relation to oil fields and hydrocarbon deposits;
7. support of advertising and publishing activities, conducting of exhibitions, fairs, auctions, etc.;
8. intermediary, marketing and other types of activity, in particular, foreign trade activities (including export/import operations), performance of work and provision of services on a contractual basis;
9. arranging for the safeguarding of Company personnel and property;
10. use of precious metals and precious stones in technological processes as elements of equipment and materials;
11. arranging for and taking of actions in the areas of preparation for mobilization, civil defense and protection of state secrets.
The Company has the following branches and representative offices:
1. A branch in the Chechen Republic, located at: 364051, Grozny, Prospekt Revolyutsii, 7/84;
2. A representative office in the North Caucasus, located at: 350610, Krasnodar, Ul. Krasnaya, 54;
3. A representative office in the Yamal-Nenets Autonomous Area, located at: 629830, Gubkinsky, microdistrict 10, estate 3;
4. A representative office in the Far East, located at: 693010, Sakhalin Region, Yuzhno-Sakhalinsk, Ul. Khabarovskaya, 17;
5. A representative office in the Stavropol Territory, located at: 356880, Neftekumsk, Ul. 50 let Pionerii, 5;
6. A representative office in the Khanty-Mansi Autonomous Area Yugra, located at: 628309, Nefteyugansk, Ul. Lenina, 26;
7. A representative office in the Komi Republic, located at: 169710, Usinsk, Ul. Pripolyarnaya, 1;
8. A representative office in the Khabarovsk Territory, located at: 680007, Khabarovsk, Ul. Shevchenko, 22;
9. A representative office in the Asia Pacific, located at: Central International Trade Center - Tower D, 6A, Jianguomenwai Avenue, Chaoyang district, Beijing, 100022, PRC;
10. A representative office in the Middle East, located at: Office A 1101, Tower C6, Sector W35, Bainunah Street, Bateen area, Abu Dhabi, UAE.
2.
In 2013, Rosneft as the holder of mineral licenses, engaged in production activities in West Siberia, Timano-Pechora oil and gas province, Central Russia, southern part of European Russia and
in the Far East, via nine operators LLC RN-Yuganskneftegaz, LLC RN-Purneftegaz, LLC RN-Sakhalinmorneftegaz, LLC RN-Krasnodarneftegaz, LLC RN-Stavropolneftegaz, OJSC Severnaya neft, OJSC
RN-Grozneftegaz, OJSC Samaraneftegaz (Malaninskaya group of fields) and OJSC RN Ingushneft (Sernovodsk license area). In 2013, 79.149million tons of oil was produced.
Total feedstock refining volume was 71.245 million tons, up by 32.57 million tons year-on-year, including 70.857 million tons refined at full-scale refineries, and 0.388 million tons at mini-refineries.
Primary distillation volume grew 84.2% year-on-year. The refining volume increase was mainly driven by acquisitions by new refining assets (Ryazan Refinery, Saratov Refinery).
Sales of equity oil products amounted to 65.2 million tons, up by 28.6 million tons (78%) year-on-year; in particular, export sales of oil products amounted to 34.2 million tons, up by 16.4 million
tons (92.1%) from 2012. Growth in oil product sales volumes was driven by increased output following new asset acquisitions.
Crude oil sales amounted to 91 million tons in 2013. Sales volumes grew by 15.2% (positive effect 12 million tons) vs. 2012, in particular, crude oil export sales amounted to 70 million tons, up
by 9 million tons (14.8%) year-on-year. Growth in crude oil sales volumes was driven by the increased crude oil resources by reason of crude oil purchases from new acquired assets.
In 2013, 22 new mineral licenses were acquired, including those permitting geological researches, exploration and production of hydrocarbons:
fifteen licenses were received based on Russian Government orders without tenders or auctions, with the purpose of conducting geological researches, exploration and production of
hydrocarbons within the offshore license areas of federal significance in the Pechora Sea: Zapadno-Matveevsky, Russky, Severo-Pomorsky-1, Yuzhno-Prinovozemelsky; in the Laptev Sea:
Anisinsko-Novosibirsky, Ust-Lensky, Ust-Oleneksky; in the Chukchi Sea: Severo-Vrangelevsky-1, Severo-Vrangelevsky-2, Yuzhno-Chukotsky; in the Barents Sea: Albanovsky, Varneksky,
Zapadno-Prinovozemelsky; in the East Siberian Sea: Vostochno-Sibirsky-1; in the Kara Sea: Severo-Karsky;
266
Annual Report 2013|Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013
rosneft
two licenses were received based on Russian Government orders via tenders, with the purposes of conducting geological researches, exploration and production of hydrocarbons within
the offshore license areas of federal significance in the Sea of Okhotsk: Amur-Limansky, Vostochno-Pribrezhny;
three licenses were received for conducting geological researches with the purpose of prospecting for, and appraisal of, hydrocarbon deposits, including the Yuzhno-Kurchansky area in the
Krasnodar Territory, the Yuzhno-Suvorovsky area in the Chechen Republic, the Zapadno-Chernomorskaya offshore block in the Black Sea (transferred from LLC Val Shatskogo);
two auxiliary water licenses, including one for the production of underground water in the Neftekumsky district of the Stavropol Territory, and for the geological researches of underground
waters at the Labagansky area in the Nenets Autonomous District.
Based on 2013 results, the Company average headcount was 3,063persons, up by 878persons year-on-year. The headcount increase was driven by changes in the Company organizational
structure as part of the integration processes after new asset acquisitions.
3.
The Company financial statements were prepared in accordance with the requirements of accounting laws of the Russian Federation, documents of the accounting regulation system applicable
in the Russian Federation.
Accounting in the Company is conducted in accordance with Federal Law No. 402-FZ dated December 6, 2011 On accounting and the Regulations on Accounting and Reporting in the
Russian Federation approved by the order of the Ministry of Finance of the Russian Federation No. 34n dated July 29, 1998 (as amended on December 30, 1999, March 24, 2000, September 18,
2006, March 26, 2007, October 25, 2010 and December 24, 2010), and with the applicable Accounting Regulations. The Company 2013 financial statements were prepared in accordance with the
above-mentioned Law and Regulations.
4.
Item
Page
No.
2011
as of Dec. 31,
2011 (before
adjustment)
Changes
as of Dec. 31,
2011 (after
adjustment)
as of Dec. 31,
2012 (before
adjustment)
2012
Changes
as of Dec. 31,
2012 (after
adjustment)
Property, plant
and equipment
and construction
in progress
1150
573,182,520
57,834
Recognition of environmental remediation provision that arose directly in
the course of specific facility construction, reconstruction or upgrade.
573,240,354
715,758,315
172,736
Recognition of environmental remediation provision that arose directly in
the course of specific facility construction, reconstruction or upgrade.
715,931,051
Financial
investments
1170
552,675,180
(233,639,728)
In accordance with the accounting
policy changes, all non-interest-bearing financial investments
were transferred from Line 1170
Financial Investments (except cash
equivalents) to Line 1230 Accounts
Receivable, with financial investment
impairment provision accrued.
319,035,452
442,139,223
(17,706,866)
In accordance with the accounting
policy changes, all non-interest-bearing financial investments
were transferred from Line 1170
Financial Investmenst (except cash
equivalents) to Line 1230 Accounts
Receivable, with financial investment
impairment provision accrued.
424,432,357
Deferred
tax assets
1180
4,700,018
2,375,784
Calculated deferred tax asset
resulting from the transfer of the
non-interest-bearing financial
investments impairment provision into
accounts receivable and recognition
of contingencies.
7,075,802
5,887,986
3,173,482
Calculated deferred tax asset
resulting from the transfer of the
non-interest-bearing financial
investments impairment provision into
accounts receivable and recognition
of contingencies.
9,061,468
Other
non-current
assets
1190
5,356,353
35,086,451
In connection with the first recognition
of estimated asset retirement obligations, an ARO asset was created.
40,442,804
4,791,993
36,701,563
In connection with the first recognition
of estimated asset retirement obligations, an ARO asset was created, with
asset amortization accrued.
41,493,556
Reserves
1210
79,732,744
(35,787,432)
In accordance with the accounting
policy changes in relation to the
recognition of customs duties on the
balance sheet: transfer from Line 1210
Inventories to Line 1230 Accounts
Receivable
43,945,312
103,874,867
(53,628,189)
In accordance with the accounting
policy changes in relation to the
recognition of customs duties on the
balance sheet: transfer from Line 1210
Inventories to Line 1230 Accounts
Receivable
50,246,678
Accounts
receivable
1230
335,842,716
285,205,588
621,048,304
333,019,837
85,526,691
418,546,528
1231
313,629,989
51,565,860
In accordance with the accounting
policy changes:
all non-interest-bearing financial
investments were transferred from
Line 1240 Financial Investments(except cash equivalents) to Line
1230 Accounts Receivable, with
financial investment impairment
provision accrued;
customs duties were transferred
from Line 1210 Inventories to Line
1230 Accounts Receivable in the
Balance Sheet
365,195,849
322,931,410
67,819,825
In accordance with the accounting
policy changes:
- all non-interest-bearing financial
investments were transferred from
Line 1240 Financial Investment s(except cash equivalents) to Line 1230
Accounts Receivable, with financial
investment impairment provision
accrued;
- customs duties were transferred
from Line 1210 Inventories to Line
1230 Accounts Receivable in the
Balance Sheet
390,751,235
ASSETS
rosneft
Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013|Annual Report 2013
267
Item
Page
No.
2011
as of Dec. 31,
2011 (before
adjustment)
Changes
as of Dec. 31,
2011 (after
adjustment)
as of Dec. 31,
2012 (before
adjustment)
2012
Changes
as of Dec. 31,
2012 (after
adjustment)
1232
22,212,727
233,639,728
In accordance with the accounting
policy changes, all non-interest-bearing financial investments
were transferred from Line 1170
Financial Investment s (except cash
equivalents) to Line 1230 Accounts
Receivable, with financial investment
impairment provision accrued.
255,852,455
10,088,427
17,706,866
In accordance with the accounting
policy changes, all non-interest-bearing financial investments
were transferred from Line 1170
Financial Investment s (except cash
equivalents) to Line 1230 Accounts
Receivable, with financial investments
impairment provision accrued.
27,795,293
Financial investments
(other than cash
equivalents)
1240
374,955,348
(15,778,428)
In accordance with the accounting
policy changes, all non-interest-bearing financial investments
were transferred from the Line 1240
Financial Investment s (except cash
equivalents) to Line 1230 Accounts
Receivable, with financial investment
impairment provision accrued.
359,176,920
583,670,681
(14,191,636)
In accordance with the accounting
policy changes, all non-interest-bearing financial investments were
transferred from Line 1240 Financial
Investments (except cash equivalents) to the Line 1230 Accounts
Receivable, with financial investments
impairment provision accrued.
569,479,045
Total
37,520,069
40,047,781
LIABILITIES
Revaluation
reserve
1340
(132,975)
132,990
In accordance with the accounting
policy changes as regards financial
investments which are marked to
market, any amount of impairment
to a level below acquisition cost is
charged to the profit and loss account
as part of other expenses.
15
(1,210,845)
1,210,860
In accordance with the accounting
policy changes as regards financial
investments which are marked to
market, any amount of impairment
to a level below acquisition cost is
charged to the profit and loss account
as part of other expenses.
15
Retained earnings
(unrecovered loss)
1370
1,005,987,734
(6,103,326)
1. In accordance with the accounting
policy changes:
Calculated the deferred tax asset
resulting from the transfer of the
non-interest-bearing financial
investments impairment provision
into accounts receivable;
as regards financial investments
which are marked to market, any
amount of impairment to a level
below acquisition cost is charged to
the profit and loss account as part
of other expenses.
2. In connection with first recognition
of the provisions:
the deferred tax asset was calculated,
change in the present value of
provisions was charged to the profit
and loss account.
999,884,408
1,229,996,940
(10,620,264)
1. In accordance with the accounting
policy changes:
Calculated the deferred tax asset
resulting from the transfer of the
non-interest-bearing financial
investments impairment provision to
accounts receivable;
as regards financial investments
which are marked to market, any
amount of impairment to a level
below acquisition cost is charged to
the profit and loss account as part
of other expenses.
2. In connection with the first recognition of provisions:
the deferred tax asset was calculated,
change in the present value of
provisions was charged to the profit
and loss account.
1,219,376,676
Provisions
1430
39,172,235
In connection with first recognition of
provisions, provisions were created
and a discount was recognized.
39,172,235
45,298,397
In connection with first recognition of
provisions, provisions were created
and a discount was recognized.
45,298,397
Provisions
1540
5,598,221
4,318,170
In connection with first recognition
of provisionsprovisions were created
and the long-term portion was reclassified to the short-term one.
9,916,391
6,159,267
4,158,788
In connection with first recognition of
provisions, provisions were created
and the long-term portion was reclassified to the short-term one.
10,318,055
Total
37,520,069
40,047,781
Table 2. Changes in Statement of Comprehensive Income (Form No. 2) (in RUB thousand)
Line
designation
Line
No.
2012 data
(before adjustment)
Change
2012
(after adjustment)
Cost of sales
2120
(1,292,532,462)
(1,060,075)
(1,293,592,537)
2100
1,303,139,830
(1,060,075)
1,302,079,755
2200
244,067,545
(1,060,075)
243,007,470
Interest payable
2330
(49,721,056)
(4,227,798)
(53,948,854)
2331
399,962,850
(57,631,972)
342,330,878
2332
(325,328,789)
58,683,079
(266,645,710)
Other expenses
2350
(246,135,109)
(1,077,870)
(247,212,979)
268
Explanation
Annual Report 2013|Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013
rosneft
Line
designation
Line
No.
2012 data
(before adjustment)
Change
2012
(after adjustment)
2300
345,561,542
(5,314,636)
340,246,906
2450
1,187,968
797,698
1,985,666
2400
302,500,630
(4,516,938)
297,983,692
Explanation
In connection with the reflected changes, the net income per share amounted to RUB 28.12/share in 2012.
Adjustments were made to the breakdowns in the Notes to Balance Sheet and Statement of Comprehensive Income in Relation to 2013 as indicated above, to achieve comparability of data.
5.
The Company accounting policy follows the principles set in the Accounting Regulation on Corporate Accounting Policy PBU 1/2008, approved by the order of the Russian Finance Ministry
dated Oct. 06, 2008 No. 106n:
the separate property assumption, i.e. that Company assets and liabilities are accounted for separately from the assets and liabilities of other legal entities and individuals;
the going concern assumption, i.e. that the Company intends to carry on with its activities in the foreseeable future, and that it has no intention or need to liquidate or materially curtail its business
and, respectively, that the obligations will be repaid when due;
the assumption of consistent application of the adopted accounting policy in the Company practical activities;
the assumption of the accrual basis of accounting.
Material accounting methods envisaged by the Company accounting policy in 2013, are reflected below in the respective notes to the Balance Sheet and Statement of Comprehensive
Income in relation to 2013.
Information on accounting policy changes introduced with effect from Jan. 01, 2014
The accounting policy changes introduced with effect from Jan. 01, 2014, are based on the development or choice of new accounting methods which, if used, result in a more accurate presentation of business facts in the accounts and financial statements, reduce labor intensiveness of the accounting process without compromising the accuracy of information, help to harmonize the
accounting principles of the Group, in particular:
recognition of property tax, expenses related to the company shareholder, governance body and board of directors meetings being part of everyday business activities as general and
administrative expenses;
abandonment of the practice of reclassifying long-term prepaid expenses as short-term ones, where income from the use of the prepaid expense object is expected to be received within
365 days;
financial investments that can be marked to market are recognized in the accounts at their current market value, financial investment mark-to-market values are adjusted on a quarterly
basis and charged to other income (expenses);
fees on bank or non-bank loans received, if material, are included in other expenses on a straight-line basis over the loan repayment period. Loan fees are considered material if their value
exceeds RUB 5,000,000;
objects valued at not more than RUB 40,000 per unit are reflected in the accounts and financial statements as inventories;
insurance costs to be included in accounts payable are excluded from the prepaid expense items list;
the list of recognized provisions is expanded: the estimated asset retirement obligation, the environmental remediation provision and non-production asset retirement obligation, and estimated
average salary adjustment obligation.
6.
Assets intended for use in the manufacturing of products, provision of services or for managerial needs over their useful lives of more than 12 months are accounted for as property, plant and
equipment.
Property, plant and equipment include buildings, structures machines, equipment, measuring and gauging devices and instruments, computing machinery, tools, manufacturing and business
tools, etc. Besides, property, plant and equipment include land plots and nature management items. To determine property, plant and equipment structure and grouping, the National Classifier of
Fixed Assets approved by Resolution of the State Committee of the Russian Federation for Standardization, Methodology and Certification dated Dec. 26, 1994 No. 359, is used.
Items intended solely for leasing out are reflected in Line 1150 Property, plant and equipment .
Accounting recognition of a property, plant and equipment item shall be made as of the date when the item is ready for operation. At the same time, assuming the substance over form principle,
the completed capital construction projects that are effectively operated are also reflected as property, plant and equipment regardless of whether the state registration filing was made in relation
to these items. Depreciation charges on such items are accrued on a generally applicable basis.
For accounting purposes, depreciation charges are accrued using the straight-line method:
in relation to items put into the operation before Jan. 01, 2002 at the depreciation rates prescribed by Resolution of the USSR Council of Ministers dated Oct. 22, 1990 No. 1072;
in relation to items put into the operation after Jan. 01, 2002 at the depreciation rates calculated based on useful lives prescribed by Resolution of the Government of the Russian Federation dated Jan. 01, 2002 No. 1.
The following useful lives apply to main groups of property, plant and equipment:
Buildings 30 to 100 years
Structures 10 to 15 years
Machinery and equipment 5 to 7 years
in relation to items valued at up to RUB 10,000 put into the operation after Jan. 01, 2002 and before Jan. 01, 2006, one-time charges were made at the time of accounting recognition of such
items, whereas after Jan. 01, 2006, depreciation on items valued at up to RUB 20,000 per unit is charged on a generally applicable basis, i.e. using the straight-line method.
Property, plant and equipment are reported in the balance sheet at their residual values.
Since completion of the statutory revaluations of property, plant and equipment conducted on the basis of Russian Government Resolutions, no revaluation of property, plant and equipment
were undertaken.
Table 3. Information on property, plant and equipment (in RUB thousand)
Groups of property, plant and
equipment
Period
Cost
Accumulated
depreciation
Additions
Disposals
Accumulated
depreciation
2013
700,723,909
269,935,624
191,255,555
17,492,749
874,486,715
343,558,938
Total
2012
594,862,284
205,847,153
111,362,733
5,501,108
700,723,909
269,935,624
2013
588,119,332
228,502,550
160,206,566
13,813,368
734,512,530
289,563,944
2012
503,560,308
176,795,171
89,238,687
4,679,663
588,119,332
228,502,550
2013
108,807,621
40,609,405
30,727,898
3,580,548
135,954,971
53,001,709
2012
89,608,739
28,373,722
19,947,256
748,374
108,807,621
40,609,405
2013
3,796,956
823,669
321,091
98,833
4,019,214
993,285
2012
1,693,237
678,260
2,176,790
73,071
3,796,956
823,669
2013
2,305,681
18,176
2,323,857
2012
504,892
1,800,798
2,305,681
The historical cost of property, plant and equipment as of December 31, 2013 was RUB 874,487 million and grew vs. 2012 following new asset launches. RUB 191,256 million worth of property,
plant and equipment was commissioned.
rosneft
Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013|Annual Report 2013
269
Table 4. Details of property, plant and equipment requiring state registration (in RUB thousand)
As of Dec. 31, 2013
Property, plant and equipment in relation to which the procedure of state registration of title is not completed
248,126,006
150,733,367
119,842,808
Of these, those which registration filings have not been accepted by government authorities
245,392,407
150,075,655
113,676,076
757,457,095
610,842,381
507,284,353
buildings
34,561,052
29,440,150
26,156,449
structures
610,020,301
486,854,303
408,303,159
21,035,314
20,899,023
22,942,491
Property, plant and equipment leased (contract price or cadastral value) total, including
55,171,387
50,507,023
53,130,185
land plots
49,619,737
46,950,240
51,087,299
Table 5. Details of property, plant and equipment use (in RUB thousand)
Groups of property, plant and equipment
Property, plant and equipment leased out (at historical cost) total, including
5,551,650
3,556,783
2,042,886
15,451,296
9,226,507
9,389,501
Equipment to be installed
16,523,231
11,758,138
4,835,625
Construction-in-progress
279,910,164
265,106,296
173,835,256
53,526,109
48,916,292
25,705,937
Investment in individual non-current assets (acquisition of individual property, plant and equipment items, prospecting
drilling and exploratory drilling, etc.)
10,657,693
8,278,332
5,554,342
307,091,088
285,142,766
184,225,223
Total
7.
Intangible Assets
Intangible assets include: trademarks, patents, exclusive rights to software programs and data bases, licenses to oil and gas production; exclusive rights to oil fields use granted by international
contracts which stipulate the right to executing oil and gas exploration and production projects on a foreign territory or on the territory of the Russian Federation (license, concession agreement,
contract granting the right to soil fields use, agreement granting the right to a participatory interest, etc.), licenses to geological exploration and production of mineral resources (mixed licenses) provided commercial production of mineral resources in the license block is justified; other licenses granting the right to oil fields use (with the purpose of underground gas storage facilities construction,
production of conventional mineral resources, underground water); digital, electronic maps and other spatial data; multimedia products and audio-visual reproductions.
Licenses to geological exploration and production of mineral resources (mixed licenses), until commercial viability of production has been confirmed, are recorded in accordance with the
procedure stipulated for exploration expenses (exploration and evaluation of fields).
Intangible assets are entered in accounting records at their actual (initial) value determined in accordance with RAS 14/2007 Accounting for Intangible Assets approved by Order 153n
of the Russian Federation Ministry of Finance dated December 27, 2007 as amended by Orders 132n dated October 25, 2010, and 186n dated December 24, 2010 of the Russian Federation
Ministry of Finance.
In the case of an in-house creation of an intangible asset, the costs involved therein are subject to capitalization as of the stage of asset development, when the Company can demonstrate:
technical feasibility of creating this intangible asset;
its intention and ability to create the intangible asset and use it;
how the intangible asset is likely to create economic benefits;
availability of sufficient technical, financial and other resources to complete the development and use of the intangible asset;
ability to make a reliable estimate of costs associated with the development of the intangible asset.
The costs incurred at the research stage are not capitalized and are recognized as expenses on regular activities or other expenses depending on the purpose of the research.
Intangible assets created in-house are understood as:
intangible assets created by Company employees in the course of performing their office duties;
intangible assets resulting from contractors work when in respect of such contracts the Company carries risks of negative results.
The actual (initial) value of an intangible asset acquired under a contract which stipulates payment in kind is determined using the value of the assets transferred or to be transferred by the
Company. The value of the assets transferred or to be transferred by the Company is determined based on the price which the Company usually applies in comparable circumstances to determine
the value of similar assets.
In case determination of the value of the assets transferred or to be transferred by the Company under such contracts proves to be impossible, the value of an intangible asset acquired by the
Company is determined based on the price at which similar intangible assets are acquired in comparable circumstances.
No revaluation of or impairment check for intangible assets is done.
Intangible assets are depreciated linearly or by writing their value down in proportion to product/work scope.
Trademarks, patents, exclusive rights to software programs and data bases, and other intangible assets are subject to linear depreciation.
Licenses to oil fields use as intangible assets are depreciated as follows:
licenses to oil and gas production provided commercial production of mineral resources in the license block is justified by the tonnage method1;
exclusive rights to oil fields use granted by international contracts which stipulate the right to executing oil and gas exploration and production projects on a foreign territory or on the territory
of the Russian Federation (license, concession agreement, contract granting the right to subsoil use, agreement granting the rights to a participatory interest, etc.) by the tonnage method;
licenses to geological exploration and production of mineral resources (mixed license) provided commercial production of mineral resources in the license block is justified by the tonnage
method;
other licenses granting the right to oil fields use (with the purpose of underground gas storage facilities construction, production of conventional mineral resources, underground water) linearly.
When entering an intangible asset in its accounting records, the Company determines its useful life.
The useful life of an intangible asset is determined based on:
the term of the Companys rights to the result of intellectual activity or brand and the period of its control of the asset;
the expected life of the asset during which the Company intends to gain economic benefits from it.
The useful life of an intangible asset is annually reviewed by the Company in order to see if revision is required. In the case of a significant change of the period during which the Company
intends to use the asset, its useful life is subject to revision. The resulting adjustments are recorded in the Companys books and accounts as changes in estimated values.
The useful life of the main groups of intangible assets is as follows:
Trademarks
from 5 to 10 years
Patents
from 5 to 25 years
1.
The tonnage rate is calculated on the basis of the volume of the proven oil and gas reserves which are expected to be produced during the development life of the field in the particular
license block (including in case the license term is shorter than the life of the field).
The proven oil and gas reserves volume for license blocks is set on an annual basis, at the beginning of the year, based on an independent audit confirming the Companys SEC reserves and is
used prospectively in the course of the year.
270
Annual Report 2013|Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013
rosneft
from 2 to 5 years
Mineral licenses *
from 9 to 48 years
from 15 to 40 years
Other licenses granting the right to oil fields use (with the purpose of underground gas storage facilities construction, production of conventional mineral resources,
underground water)
from 1 to 25 years
Period
Trademarks
Patents
Exclusive rights to software programs and
data bases
Mineral licenses (including mixed licenses for
exploration and production) *
Other licenses
Cost
Accumulated
amortization
Additions
Disposals
Cost
Accumulated
amortization
2013
9,544,877
478,385
415,289
88
9,960,078
825,988
2012
9,201,412
321,137
353,501
10,036
9,544,877
478,385
2013
7,768
2,452
55
7,823
3,363
2012
6,511
1,728
1,295
38
7,768
2,452
2013
18,808
2,080
9,111
27,919
4,041
2012
11,312
2,742
12,852
5,356
18,808
2,080
2013
662,755
353,749
171,736
834,491
605,968
2012
421,793
249,522
245,569
4,607
662,755
353,749
2013
8,748,631
78,561
233,472
88
8,982,015
123,625
2012
8,748,666
65,818
35
8,748,631
78,561
2013
780
382
12
792
435
2012
778
324
780
382
2013
106,135
41,161
903
107,038
88,556
2012
12,352
1,003
93,783
106,135
41,161
963,056
781,742
439,485
21,527
12,852
5,340
834,491
662,755
421,793
Other
107,038
106,135
12,352
452,205
462,223
193,102
2,079
1,589
2,501
51
382
269
428,795
455,133
117,824
21,280
5,119
72,508
Total, including
Patents
Table 9. Information on intangible assets with uncompleted investment (in RUB thousand)
Intangible assets with uncompleted investment
Investment in creation of certain intangible assets total, including by the type:
Trademarks
Patents
Exclusive rights to software programs and data bases
Other intangible assets
Intangible assets contracted by the Company for its use are recorded off-balance sheet at the value determined on the basis of the fee set in the contract.
Table 10. Information on intangible assets contracted by the Company for its use (in RUB thousand)
Value by the group of intangible assets
Total, including
7,487,854
7,138,739
Non-exclusive rights to software tools, access rights to information resources, trademarks of Olympic symbols
7,487,854
7,138,739
6,587,888
131,334
37,779
11
26
93,608
37,717
Mineral licenses
29
48
Other licenses
21
37,645
Table 11. Information on intangible assets with fully depreciated initial value (in RUB thousand)
Value by the group of intangible assets
Total, including
Trademarks
Patents
Exclusive rights to software programs and data bases
Other
rosneft
Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013|Annual Report 2013
271
8.
Exploration Expenses
Exploration expenses are recorded using the successful efforts accounting method, where only those expenses are capitalized which are direct costs incurred in discovering new fields and
which will result in future economic benefits, while exploration expenses not resulting in a discovery (both direct and indirect), including for geological and geophysical works, are recognized as
expenses for the period in which they occur.
The following types of exploration expenses are subject to capitalization:
expenses involved in acquisition of rights to subsoil use in respect of oil and gas (exploration licenses, exploration and production licenses);
expenses involved in drilling exploration/appraisal wells.
Capitalized exploration expenses lead to creation of exploration assets:
exploration/appraisal wells tangible exploration assets;
licenses - intangible exploration assets.
The Company stops recognizing exploration assets in a certain subsoil block if commercial production there is confirmed as justified or if production is recognized as not viable.
In the case of confirmation of commercial production in a certain subsoil block, exploration assets in the said block are subject to reclassification:
exploration and production licenses become intangible assets;
exploration/appraisal wells become property, plant and equipment (development wells construction in progress).
If production is recognized as not viable, exploration assets are subject to impairment to then be written off to other expenses of the Company.
Exploration assets are not depreciated.
The following costs in the value of the assets are not capitalized and are treated as current expenses associated with oil and gas reserves exploration and appraisal:
costs incurred at the regional stage;
costs involved in geological exploration not involving drilling of exploration/appraisal wells, including costs for further appraisal of fields which have been put on stream and which are being
commercially operated;
costs involved in maintenance of subsoil blocks where exploration is being carried out and of fields which are not being commercially operated;
costs involved in preparation of design documents for development of fields which are not being commercially operated.
Table 12. Information on exploration assets (in RUB thousand)
Groups of licenses
Period
2013
5,138,514
139
2012
4,884,176
2013
37,871,035
8,910,945
2012
34,783,222
Additions
Initial value
2,147,859
1,728,138
5,558,235
3,424,951
3,170,613
5,138,514
139
7,739,025
5,399,401
40,210,659
3,753,397
3,094,961
7,148
37,871,035
8,910,945
The change in the amount of accumulated losses from exploration asset impairment in 2013 was caused by the 2013 impairment of exploration assets worth RUB 2.4mln and accumulated
losses worth RUB 5,160 mln being written down during 2013 as exploration assets were being disposed of.
The disposal of tangible exploration assets in 2013 was mainly due to writing off costs involved in construction of exploration/appraisal wells which did
not produce commercial flow rates worth RUB 1,457.4mln and due to reclassification of wells from being exploration assets in subsoil blocks where during
2013 commercial oil or gas production was confirmed to assets of capital construction in progress (drilling of exploration and appraisal wells) worth RUB 245mln.
The disposal of intangible exploration assets in 2013 was mainly due to writing off licenses worth RUB 5,160 mln as a result of termination of subsoil use rights and due to reclassification of
licenses worth RUB 233.4mln from being exploration assets to intangible assets as during 2013 information was obtained confirming commercial oil and gas production in those subsoil blocks.
9.
The Companys expenses are entered in accounting records as research and development work in progress if all of the following conditions are complied with:
the content of an research and development contract indicates that in the course of work new scientific knowledge is expected to be produced and/or used (information which is unknown,
given the current technology level);
it is assumed that in the case of a positive result, there will be an opportunity for future economic benefits;
it is assumed that in the case of a positive completion of the work, it will be possible to demonstrate the use of its results in production or management.
When research and development products are created in-house, the costs involved therein are subject to capitalization as of the development stage when the Company can demonstrate:
technical feasibility of creating such research and development products;
its intention and ability to create the research and development product and use it;
how the research and developmentproduct is likely to create economic benefits;
availability of sufficient technical, financial and other resources to complete the development and use of the research and development products;
ability to make a reliable estimate of costs associated with the development of the research and development product.
research and developmentcosts incurred at the research stage are not capitalized and are recognized as expenses on regular activities or other expenses depending on the purpose of the research.
Research and developmentproducts created in-house are understood as:
Research and developmentproducts created by Company employees in the course of performing their office duties;
Research and development products resulting from contractors work when in respect of such contracts the Company carries risks of negative results.
Research and developmentcosts are written down to expenses on regular activities as of the 1st day of the month following the month in which actual application of the results obtained began.
Upon completion of research and development work, in the case of a positive result, the costs of R&D work in progress form the value of an research and development product, in the case of
a negative result, R&D costs are subject to being written off to other expenses.
The value of an research and development product is written down on a monthly basis by the linear method as 1/12 of the annual amount.
In case the use of an research and development product is suspended, the costs therein in the form of a monthly write-down amount are to be included in other expenses and are to be recorded
as such during the period for which the use of such R&D product has been suspended.
The write-down schedule for research and development costs is determined by the Company on its own based on the expected period of application of the results from that work. The set
term cannot exceed 5 years.
Table 13. Research and development results profile (in RUB thousand)
Research and developmenttypes
Period
Disposals
Disposals
Cost
2013
10,360
11,250
3,360
18,250
2,802
2012
3,869
3,708
10,360
3,869
10,360
Table 14. Expenses on research and development work in progress (in RUB thousand)
R&D
types
Period
272
At the beginning
of the period
At the end
of the period
2013
1,273,890
831,908
169,175
1,936,623
2012
253,744
1,094,098
63,592
10,360
1,273,890
Annual Report 2013|Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013
rosneft
5,356,353
4,791,993
3,363,988
1,415,524
1,936,412
1,581,377
2,423,863
2,026,183
1,321,835
ARO asset
35,086,451
36,701,563
42,056,317
Total
40,442,804
41,493,556
45,420,305
11.
Inventories
Inventories are accounted for at their actual cost determined on the basis of the actual acquisition cost, except for the value added tax and other recoverable taxes (excluding the cases specified
by applicable Russian Federation laws).
Inventories, included in cost of sales, are accounted for using the following methods:
oil, construction materials, equipment, spare parts, fuel, packaging, instruments and tools, other inventories by the cost of every inventory unit (inventory unit is a consignment);
oil products by the average cost of production by refinery;
own semi-finished products by the average cost of production by refinery;
own oil and gas production by the average cost of production by operator.
Special protective clothes handed over for use are accounted for as materials. The value of special protective clothes with the service life of more than 12 months is depreciated by the linear
method over the specified period of its use. The value of special protective clothes with the service life of less than 12 months is written-off when special clothes are handed over for use.
Materials, fuel, spare parts and other material resources are accounted for at their actual acquisition cost.
Goods-in-process and finished products are recorded at their actual cost, goods at their acquisition cost.
Dispatched finished products and dispatched goods the title to which has not passed to the buyer are recorded as the Finished Products and Goods item.
Deferred expenses are the Companys expenses which occur in the reporting period but indicate with certainty that revenue will be received in future periods following the reporting period
and which, at the reporting time, ensure future economic benefits.
Deferred expenses are accounted for as inventories if the deferral terms do not exceed 12 months after the reporting date.
In respect of deferred expenses referring to several periods, the straight-line write-down method is established.
Information on deferred expenses is recorded on the balance sheet in the following way:
as current assets in the Deferred Expenses item of the balance sheet, if the deferral terms do not exceed is 12 months after the reporting date;
as non-current assets in the Other Non-Current Assets item of the balance sheet if the deferral terms exceed 12 months after the reporting date.
In case the deferral period cannot be clearly determined, the information on such deferred expenses is recorded as current assets in the Deferred Expenses item.
Long-term expenses are moved to short-term expenses:
when revenues from using a deferred-expense asset are expected within 365 days and less after the reporting date; or
at a later date the quarterly or annual accounts date provided that in the reporting quarter the period of revenues from deferred expenses became 365 days and less.
In accordance with prudence concept, obsolete inventories are accounted for using estimates.
Reserves for inventories obsolescence are created at the end of the reporting year for specific inventory items and/or similar or related inventory items in respect of which there were circumstances in the reporting year causing the decrease of their current (market) value.
The value of inventories on the balance sheet is recorded net of the reserve for obsolescence of inventories. The reserve for obsolescence of inventories as of December 31, 2013 was
RUB61.34mln, and as of December 31, 2012 it was RUB57.55mln.
Table 16. Information on inventories (in RUB thousand)
Inventories by the type
96,060,770
50,246,678
43,945,312
11,643,068
7,432,302
7,347,438
Goods-in-process costs
7,104,345
4,872,054
3,913,517
59,896,628
34,585,317
28,163,955
16,971,013
2,808,946
3,444,870
445,716
548,059
1,075,532
Total
Growth of the inventory value is due to a higher remaining inventory balance resulting from increased procurement volume, higher production and product sales after acquisition of new assets.
12. Financial Assets
Financial assets (investments) are accounted for on the basis of actual costs. Later on, financial investments having the market value are revalued to the market prices, and those that are not
subject to the market value determination are tested for potential impairment.
Initial value of debt securities that are not subject to fair market valuation shall not be adjusted for the difference between the initial and nominal values.
Debt securities and loans issued are not discounted.
In case of retirement of assets accounted as financial investments subject to fair market value determination, their cost shall be determined by the Company based on the recent assessment.
Financial investments for which the fair market value shall not be determined are assessed at the initial value of every retirement unit.
Further valuation of shares traded at the organized market at the fair market price shall be performed by the Company as of the end of the reporting quarter, with the revaluation results being
accounted for as additional paid-in capital item if at acquisition no sale or other share withdrawal is envisaged within the period over 12 months from the reporting date. The revaluation surplus value
equal to the amount of mark-downs carried out during preceding reporting periods and accounted for as other costs within the statement of comprehensive income shall be accounted as other
income. The mark-down value shall be recorded in statement of comprehensive income as other costs. The mark-down value shall be accounted as reduction of the Companys additional paid-in
capital generated as a total of mark-downs carried out during preceding reporting periods. Overrun of the mark-down value versus the final appraisal value accounted as the Companys additional
paid-in capital as a result of revaluation during previous reporting periods shall be reflected in the financial performance as other costs.
In case of other financial investments for which the fair market value can be determined, the valuation adjustment shall be accounted for as other income (expenses).
The difference between the fair market value as of the reporting date and valuation of long-term financial assets as of December 31, 2013, for which the fair market value is determined, amounted
to RUB 1,397,418 thousand (mark-down). The mark-down amount is reflected in the financial performance as other costs.
rosneft
Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013|Annual Report 2013
273
Deposits with the maturity period not exceeding 91 days shall not be considered as financial investments and shall be accounted as Cash.
Short-term debts related to financial investments turn into long-term debts in case the maturity periods envisaged by the contract are revised and increased and, as a result, exceed 365 days
from the reporting date.
Long-term debts related to financial investments turn into short-term debts in case the repayment period under the contract is 365 days from the reporting date or less.
Table 17. Information on financial assets (in RUB thousand)
Financial investments (types)
As of 31.12.2013
As of 31.12.2012
Total
2,827,533,480
993,911,402
678,212,372
2,401,568,509
424,432,357
319,035,452
2,058,883,618
237,581,551
145,823,475
262,082,376
109,684,998
75,627,831
80,602,515
77,165,808
97,584,146
425,964,971
569,479,045
359,176,920
251,626,492
533,347,986
264,323,174
Deposits
129,304,982
39,386,295
24,183,850
29,311,232
49,599,542
89,481
90,212
97,693
20,760,166
6,729,615
5,770,216
As of 31.12.2011
The change in the 2013 long-term financial investments from RUB 424,432 mln to RUB 2,401,569 mln was mainly due to acquisition of the TNK-BP Limited and TNK Industrial Holdings Limited
shares by the Company for the amount of RUB 1,707,564 mln, as well as changes in the amount of stakes and investments in subsidiaries and associatescharter capitals in the amount of RUB 115,395
mln, increase in the amount of loans issued (RUB 152,397 mln), incl. as a result of debt reclassification, increased provision for temporary impairment of long-term financial assets for the amount of
RUB 1,918 mln.
The change in the 2013 short-term financial investments from RUB 569,479 mln to RUB425,965 mln is mainly due to reclassification of loans issued and principal debt repayment, as well as
increase of the provision for temporary impairment of short-term financial assets for the amount of RUB 1,814 mln.
Table 18. List of subsidiaries and associates
Name
of entity
Companys stake
Stake in voting shares (%)
6,249,936
100.00
LLC RN-Yuganskneftegaz
14,166,170
100.00
LLC RN-Krasnodarneftegaz
2,976,488
100.00
8,527,192
100.00
LLC RN-Stavropolneftegaz
3,355,057
100.00
LLC RN-Sakhalinmorneftegaz
2,879,435
100.00
CJSC Vankorneft
1,882,003
93.96
93.96
368,085
68.70
68.70
JSC Grozneftegaz
43
51.00
51.00
JSC RN Ingushneft
51
51.00
51.00
187,671,633
99.99
288,931
50.00
JSC Dagneftegaz
131,832
40.00
40.00
7,480,493
25.94
25.94
4,167
40.00
279,447
100.00
573,357
100.00
10
100.00
576,384
100.00
100.00
108,102
65.42
65.42
LLC RN-Nakhodkabefteprodukt
1,050,611
100.00
LLC RN-Arkhangelsknefteprodukt
546,456
100.00
2,028,708
100.00
97,910
100.00
LLC RN-Purneftegaz
JSC Rosneft-Dagneft
JSC VCNG
PETROVICTORIA S.A.
Refining entities
LLC RN-Tuapsenefteprodukt
LLC RN-VNP
JSC Rosneft-Stavropolye
238,201
100.00
LLC RN-Bunker
10
100.00
LLC RN-Kemerovonefteprodukt
10
100.00
LLC RN-Krasnoyarsknefteprodukt
10
100.00
LLC RN-Novosibirsknefteprodukt
10
100.00
LLC RN-Chechennefteprodukt
10
100.00
LLC RN-Ekaterinburgnefteprodukt
10
100.00
LLC RN-Chelyabinsknefteprodukt
10
100.00
100
100.00
LLC RN-Ingushnefteprodukt
100.00
LLC RN-Aero
240,010
100.00
LLC RN-Trade
480,010
99.9999
612,569
89.50
96.61
1,044,977
99.81
99.81
274
Annual Report 2013|Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013
rosneft
Name
of entity
JSC Rosneft Kurgannefteprodukt
JSC Rosneft Karachaevo-Cherkessknefteprodukt
JSC Rosneft Smolensknefteprodukt
Companys stake
Stake in voting shares (%)
113,043
83.32
90.33
57,161
85.99
85.99
86.97
190,953
66.67
51,260
64.18
64.18
48,622
49.52
49.52
6,676
45.38
45,38
30
38.00
50.67
LLC RN-Abkhazia
47
51.00
9,215
49.00
1,707,564,188
100.00
100.00
464
22.90
0.0
LLC Yu-Kuban
Other entities
Holdings
Rosneft Limited
Rosneft Industrial Holdings Limited
Sakhalin projects group
CJSC RN-Shelf-Far East
32,124
100.00
100.00
3,040
60.00
60.00
LLC RN-Kaiganneftegaz
4,520
100.00
10
100.00
LLC RN-Shelf-Arktika
CJSC RN-Astra
4,950
99.00
4,950
99.00
110
55.00
17,250,743
100.00
JSC Rosneft-Sakhalin
100.00
55.00
685,000
100.00
28,099
99.996
316
51.00
9,613,859
40.00
51.00
Servicing entities
LLC RN-Burenie
4,611,819
100.00
LLC RN-Service
2,974,305
34.8625
LLC RN-Energoneft
LLC RN-Pozharnaya Bezopasnost
LLC Dubininskoe
CJSC RN-Mamontovo
LLC RN-Inform
LLC RN-Uchet
LLC RN-Story
20
100
203,461
100.00
26,015,000
100.00
9,952,145
100.00
10
100.00
10
100.00
192,310
100.00
JSC Purnefteotdacha
309
61.54
32,021
99.98
30
100.00
LLC KNPZ-Service
100.00
61.54
2,758,375
84.67
23,489
33.40
84.67
300,000
66.67
LLC RN-SakhalinNIPImorneft
33,799
100.00
LLC RN-UfaNIPIneft
77,010
100.00
LLC Rosneft-NTC
81,751
100.00
10
100.00
LLC RN-KrasnoyarskNIPIneft
Logistics and transportation
LLC Rosneft-Mongolia
CJSC RN-Trans
LLC Vostok Asia Transit
CJSC Rosnefteflot
76,134
100.00
8,902,080
100.00
2,294
66
100.00
6,170
51.00
374,337
33.33
CJSC Sakhalinmorneftegaz-Shelf
3,750
100.00
100.00
CJSC Sakhalinmorneftegaz-AMK
10
100.00
100.00
100.00
LLC TK-BA
51.00
Other entities
820
100.00
2,325
100.00
0,0001
100.00
28,787
100.00
96
100.00
1,288,499
81.99
LLC RN-Shelf-Abkhazia
JSC Okhinskaya Power Plant
rosneft
Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013|Annual Report 2013
81.99
275
Name
of entity
Companys stake
Stake in voting shares (%)
264,992
LLC Vostok-Energy
56,100
51.00
LLC Pursatkom
1,742
49.00
CJSC Rosshelf
248,326
26.42
26.42
25.00
25.00
25.00
85.86
12
25.00
3,670,467
96.20
13,166,928
99.99992
30
100.00
2,054,877,595
Table 19. Key operations related to acquisition and disposal of long-term financial assets (in RUB thousand)
List of financial assets
Equity stake, %
1,707,564,188
100.00
464.2
22.90
4,167.4
40.00
0.0003
100.00
50.0
50.00
alance as of
31.12.2012
Loans
issued
Loans
collected
Reclassified due to
changes in the payment term
Balance as of
31.12.2013
Total, incl.
643,032,984
327,645,680
456,969,796
513,708,868
Long-term loans
109,684,998
214,128,812
97,974,248
36,242,814
262,082,376
Short-term loans
533,347,986
113,516,868
358,995,548
(36,242,814)
251,626,492
13. Financial Derivatives Accounted at Fair Value through Profit and Loss
Derivatives are financial instruments that simultaneously meet the following criteria:
the cost of a financial instrument changes in line with the changes in the applied interest rate, security price, cost of products, foreign currency exchange rate, price or interest rate index,
credit rating or credit index or other basic variables;
acquisition of a financial instrument does not require investments or requires initial net investments but in amounts lower than for other instruments the price of which has a similar response
to market factor changes; and other types of contracts that are expected to have a similar response to market factor changes;
financial instrument calculations are performed in the future.
Derivatives accounted for at fair value within the statement of comprehensive income for the year ended December 31, 2013, include the following:
forward transactions accounted at a fair value: short-term assets amounting to RUB 69,206 thousand and long-term assets amounting to RUB 773,849 thousand.
As a result of entering into forward transactions, the Company makes currency exchange transactions in approved volumes at an exchange rate fixed as of the transaction execution date. Thus,
the Company acquires and/or sells currency required for fulfillment of respective liabilities and/or delivery of settlements. The sale-and-purchase rate shall be fixed at the time of the transaction, and
the transaction settlements are effected as of a certain date in the future. This allows minimizing currency risks and planning financial flows.
Fair value estimation is performed on the basis of comparable quotes of forward contracts with regard to respective timeframes set by Bloomberg.
Currency-interest swap transactions accounted at a fair value: short-term assets amounting to RUB 18,809 thousand and short-term liabilities amounting to RUB 5,688,020 thousand.
Currency-interest swap transactions are entered by Rosneft in order to ensure control over foreign currency and interest risks of the Company, which occur in case of attracting debt financing
in currency other than USD. As the major part of the Companys revenue is denominated in USD , part of the USD revenue will have to be exchanged into the currency of respective liability. In case
of such currency strengthening versus USD, the Company will have to spend more USD revenue to cover outstanding liabilities.
A transaction is an agreement under which one of the parties must pay interests and the principal amount in a certain currency within a certain period of time. In exchange, it shall receive
interest and payments of the principal amount in another currency within the same period of time. The specified transactions serve as a tool to minimize currency-interest risks and are widely used
in global practice.
Estimation of the fair value of currency-interest swap transactions is performed via the Super Derivatives system in line with market data and is based on the current discounted value of future
cash flows.
14. Cash
The Cash item reflects the Companys cash available at bank accounts and in credit organizations, in operational and other cash offices, as well as deposits with a maturity period not exceeding
91 days.
The Cash and Cash Equivalents item of the balance sheet includes cash equivalents for the amount of RUB 116 thousand.
Table 21. Information on the Company cash (in RUB thousand)
Cash
As of 31.12.2013
As of 31.12.2012
As of 31.12.2011
Cash
169,904,499
190,433,620
49,377,817
335,466
30,000,000
42,994,433
52,642,169
276
Annual Report 2013|Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013
rosneft
As of 31.12.2013
As of 31.12.2012
As of 31.12.2011
847,683,278
418,546,528
621,048,304
92,509,925
27,795,293
255,852,455
92,509,925
27,795,293
255,852,455
57,319,554
17,706,866
233,639,728
26,090,172
5,984,052
20,313,657
755,173,353
390,751,235
365,195,849
294,634,809
148,715,325
112,716,979
29,317,555
14,707,732
19,581,085
431,220,989
227,328,178
232,897,785
41,977,131
25,118,825
17,876,291
7,937,676
14,191,636
15,778,428
Short-term receivables
incl. Buyers and customers
Advances issued
Other receivables, incl.
75,256,457
26,498,419
127,638,767
74,976,354
95,766,450
30,084,989
The Companys accounts receivables as of December 31, 2012, amounted to RUB 418,547 mln, including the provision for doubtful debts in the amount of RUB 6,393 mln. In 2013, accounts
receivable increased by RUB 429,136 mln and amounted to RUB 847,683 mln as of December 31, 2013, including the doubtful debt provision amounting to RUB 11,771 mln. The increase in the accounts
receivable was primarily resulting from the following:
increase of the buyers debt related to gas, crude oil and petroleum product supplies by RUB 145,919 mln, and increase of debt related to settlements under commission agreements by
RUB 48,758mln, which was mainly due to growing export sales volumes as a result of new asset acquisitions;
increase of other receivables by RUB 155,135 mln (in addition to the aforementioned growth related to commission agreements), incl. contribution to the LLC OGC Itera charter capital in the
amount of RUB 59,471 mln, as well as growth of debt related to the state budget and state non-budgetary funds by RUB 16,858 mln.
Table 23. Information on accounts payable (in RUB thousand)
Accounts Payable (types)
As of 31.12.2013
As of 31.12.2012
As of 31.12.2011
671,344,718
211,561,388
190,978,173
487,901,829
117,932,513
76,773,288
32,421
1,014
1,944
39,881,520
39,015,725
32,862,447
Advances received
53,736,812
14,943,775
18,210,981
89,792,136
39,668,361
63,129,513
Accounts Payable
Suppliers and contractors
Accounts Payable to the Company employees
The Companys accounts payable as of December 31, 2012, amounted to RUB 211,561 mln. In 2013, accounts payable increased by RUB 459,784 mln and amounted to RUB 671,345 mln as
of December 31, 2013. The key reason for the increase of the accounts payable was the growing debt to subsidiaries with regard to purchased crude, operating services, processing services and
shipment services related to new asset acquisitions.
16. Long-Term and Short-Term Loans and Borrowings, Other Liabilities and Secured Collaterals
Debt related to loans and borrowings is accounted for and recorded in financial statements in accordance with respective signed contracts.
The Company turns short-term debt into long-term debt in case payment periods under existing contracts are revised and increased and as a result exceed 365 days. The Company turns
long-term debt into short-term debt in case the outstanding payment period is 365 days and less.
The interest amounts subject to payment under received loans and borrowings shall be accrued in a leveled manner, regardless of the loan (borrowing) provision terms and conditions. Additional
expenses related to loans (borrowings) shall be accounted for as other expenses as a lump sum.
In order to capitalize interest on loans and borrowings as part of the cost of acquired asset, an asset shall be a property item subject to a lengthy (over 12 months) period of preparation for
intended use and requiring a long time for acquisition, construction and manufacturing.
Investment assets include work-in-progress or construction-in-progress facilities, which will further be accounted for by the borrower and (or) customer (investor, buyer) as fixed asset.
Loans and borrowings drew down in 2013 were used for general corporate purposes and partially for financing of new asset acquisitions.
The amount of interest accrued on loans and borrowings is included in the balances of respective loans and borrowings in these financial statements as of the reporting date. Expenses related
to loans and borrowings are included in otherexpenses in the amount of RUB 9,574 mln.
The total amount of interest accrued under the Company loans and borrowings for the reporting period amounted to RUB 40,814 mln. The interest-related debt year -on- year increased by
RUB 14,025 mln.
The amount of interest capitalized amounted to RUB 8,324 mln.
Table 24. Information on long-term and short-term loans and borrowings (in RUB thousand)
Loans and borrowings (types)
Balance at 31.12.2012
Received
Repaid
Reclassified
905,695,447
1,818,387,793
472,339,705
(522,501,742)
1,729,241,793
long-term credits
705,396,817
1,266,808,089
284,743,153
( 445,401,668)
1,242,060,085
long-term loans
Balance at 31.12.2013
168,675,303
436,294,375
184,635,286
( 73,672,304)
346,662,088
2,326,336
4,587,947
264,666
( 3,427,770)
3,221,847
8,940,859
2,528,248
6,412,611
356,132
697,382
168,352
885,162
20,000,000
110,000,000
130,000,000
622,881,018
rosneft
74,848,915
437,156,413
411,626,052
522,501,742
7,500,000
356,503,738
290,690,330
73,313,408
35,064,534
18,247,519
64,180,583
76,561,774
65,693,244
Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013|Annual Report 2013
277
Balance at 31.12.2012
Received
Repaid
Reclassified
Balance at 31.12.2013
23,979,090
2,920,271
30,802
442,512,198
469,380,757
675,544
45,893,071
45,315,113
( 94,027)
1,159,475
7,328,173
8,142,274
6,911,724
3,521,797
12,080,520
301,574
5,449,540
4,497,500
1,253,614
In October 2012, the Company placed two issues of documentary interest-bearing non-convertible bearer bonds with a total nominal value of RUB 20 billion and the term of 10 years. Coupon
payments are made on semi-annual basis of fixed rate of 8.6% p.a. for the first ten coupon periods.
In March 2013, the Company placed two issues of documentary interest-bearing non-convertible bearer bonds with a total nominal value of RUB 30 billion and the term of 10 years. Coupon
payments are made on semi-annual basis of fixed rate of 8.0% p.a. for the first ten coupon periods.
In June 2013, the Company placed three issues of documentary interest-bearing non-convertible bearer bonds with a total nominal value of RUB 40 billion and the term of 10 years. Coupon
payments are made on semi-annual basis of fixed rate of 7.95% p.a. for the first ten coupon periods.
In December 2013, the Company placed two issues of documentary interest-bearing non-convertible bearer stock bonds with a total nominal value of RUB 40 billion and the term of 10 years.
Coupon payments are made on semi-annual basis of fixed rate of 7.95% p.a. for the first ten coupon periods.
All the above mentioned bonds provide for early repurchase in five years at the request of a bond holder as set in the respective offering documents. In addition, the issuer, at any time and at
its discretion, may early purchase/repay the bonds with a possibility of subsequent bonds circulation. Such purchase/repayment of the bonds does not constitute an early redemption.
On July 24, 2012, the Company issued and further sold 40 promissory notes with the nominal value of RUB 274 mln, each of such notes with quarter payments and the term of 10 years, with
an interest rate of 9% per annum for a total value of RUB 10,976 mln. Some of the promissory notes were repaid in 2012-2013. As of December 31, 2013, the debt under these promissory notes
(principal debt) amounted to RUB 6,413 mln.
The schedule of payments related to long-term promissory notes as of December 31, 2013, is as follows (mln RUB):
2014
2015
2016
101
2017
1,098
2018+
5,214
6,413
In March 2013, the Company drew down four long-term unsecured loans from a group of international banks for a total of US$ 31.04 billion (RUB 1,016 billion at the CBR official exchange rate as
of December31, 2013) to finance the acquision of TNK-BP. The first debt agreement of US$4.09billion (RUB134billion at the CBR official exchange rate as of December 31, 2013) was entered into
with the syndicate of foreign banks for 5 years at floating rates.The second debt agreement was entered into with the syndicate of foreign banks at floating rates in the amount of US$ 12.74 billion
(RUB417 billion at the CBRofficial exchange rate as of December 31, 2013) for 2 years. The third debt agreement was entered into with the syndicate of foreign banks at floating rates for 2 years in
the amount of US$ 11.88 billion (RUB389billion at the CBR official exchange rate as of December 31, 2013). The fourth debt agreement in the amount of US$ 2.33billion (RUB 76 billion at the CBR
official exchange rate as of December 31, 2013) was entered into with the syndicate of foreign banks for 5 yearsat floating rates.As of December 31, 2013 loans are drawn down in full. In December
2013 the Company repaid US$ 5.1 billion (RUB 167 billion at the CBR official exchange rate as of December31, 2013) of the long-term loan from international banks.
In June 2013, the Company drew down funds under long-term floating rate collateralized loan agreement with a foreign bank in the amount of US$ 2.0 billion (RUB 65.5 billion at the CBRofficial
exchange rate as of December 31, 2013). The loan is repayable within 16 years and secured by oil export contracts.
In November 2013, the Company drew down funds under floating rate unsecured long-term loan from an international bank in amount of US$ 0.75 billion (RUB 24.5 billion at the CBR official
exchange rate as of December31, 2013) for 5 years.
In December 2013, the Company drew down funds under long-term floating rate unsecured loan from the group of international banks for a total amount of US$ 0.5 billion (RUB 16.4 billion at
the CBR official exchange rate as of December31, 2013) for 5 years.
The schedule of long-term loan and borrowings repayment as of December 31, 2013, is as follows (mln RUB):
2014
484,485
2015
488,482
2016
174,207
2017
190,148
2018+
850,781
2,188,103
Some loans within the portfolio are non-secured, some are secured with export crude supplies.
The total amount of the Company securities as of 31.12.2013 was RUB 50,673 mln, incl. $1,175 mln and 218 mln at the RF Central Bank official exchange rate as of the transaction date. Distribution of such securities across respective security interests (collaterals) was as follows:
Security interests (collaterals)
40,40
Surety
59,60
In 2013, within the framework of Cooperation Agreements between Rosneft and Eni S.p.A., Rosneft and Statoil ASA, Rosneft and ExxonMobil Oil Corporation, the following documents signed in
2012 came into force: Parent Guarantee Agreement, Guarantee for Commercial Discovery Bonus Payment (for projects implemented with Eni S.p.A in the RF offshore areas), and Parent Guarantee
Agreement (for projects implemented with Statoil ASA in the RF offshore areas). The above guarantees are unlimited, unconditional and termless, and secure full unconditional and termless repayment
of potential obligations by Rosneft within the framework of projects delivered by its affiliates in accordance with respective project documentation. According to such agreements, partners shall
guarantee due and timely fulfillment of all obligations by their respective associates under signed agreements with a view to implement joint projects in the RF offshore areas, as well as payment of
the commercial discovery bonus envisaged by shareholder and operational agreements.
In 2013, parent company agreements with ExxonMobil were signed for seven new projects in the RF offshore areas. Such guarantees are also unlimited, unconditional and termless. However,
they are expected to come into force at the end of 2Q 2014.
In 2Q 2013, Rosneft provided unconditional unlimited termless guarantee (surety) with regard to the Government of Norway and Norwegian state authorities, which envisaged complete coverage
of potential liabilities of RN Nordic Oil AS in terms of offshore operations in Norway. The parent guarantee under the RN Nordic Oil AS obligations with regard to environmental risks is an imperative
requirement stipulated by the Norwegian legislation and shall be deemed as a prerequisite for issue of a license for RN Nordic Oil AS for operations at Norwegian offshore fields together with Statoil.
Table 25. Information on other long-term liabilities (in RUB thousand)
Other long-term liabilities (types)
Outstanding as of the
beginning of the year
Received (accrued)
Recovered (paid)
Outstanding as of the
end of the period
470,151,376
470,151,376
470,151,376
470,151,376
278
Annual Report 2013|Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013
rosneft
During 2013 the Company entered into a number of long-term crude oil supply contracts which involve receipt of prepayment. The total minimum delivery volume approximates 400 million
tons of crude oil.
The contracts include the following main terms:
prepayment amounts not to exceed 30% of the total contracted volume;
the crude oil price is calculated based on current market quotes;
the prepayment is reimbursed through physical deliveries of crude oil.
The prepayments will be reimbursed starting from 2015. The Company considers these contracts to be a regular way sale contracts which were entered into for the purpose of the delivery of
a non-financial item in accordance with the Companys expected sale requirements.
17. Assets and Liabilities denominated in Foreign Currencies
Changes in the foreign currency exchange rates (in particular, USD) have a material impact on the Company financial performance.
Table 26. Information on RUB/USD exchange rates
As of December 31
Exchange rate
2013
32.73
2012
30.37
2011
32.20
Differences in the exchange rates applied to the Company operations outside the territory of the Russian Federation (accounted in the reporting period within the framework of the additional
paid-in capital) were as follows: positive exchange rate differences RUB 1.9 mln, negative exchange rate differences RUB 1.6 mln.
Transactions related to currency conversion are reflected in the Statement of Comprehensive Income in Other Income and Other Expenses items on a net basis. Only exchange rate gains
or losses shall be deemed as income (expenses).
Exchange rate differences occurring within the year as a result of transactions involving assets and liabilities denominated in foreign currency as well as recalculations as of the reporting date
were accounted as other income and otherexpenses.
Table 27. Exchange rate differences accounted as other income and expenses (in RUB thousand)
2013
2012
227,356,450
205,926,096
305,276,499
196,209,069
As of 31.12.2012
41,977,131
25,118,825
As of 31.12.2011
17,876,291
VAT
33,120,119
17,685,760
12,160,983
Income tax
8,727,381
6,853,517
5,017,476
42,979
568,422
693,626
86,652
11,126
4,206
39,881,520
39,015,725
32,862,447
31,343,354
35,993,842
32,359,258
Income tax
1,586,914
5,045,261
Property tax
2,021,339
1,519,401
1,457,645
1,071
506
84
278,354
91,299
61,364
If compared to December 31, 2012, outstanding tax-related receivables increased by RUB 16,783 mln, which was mainly driven by the increase in the VAT subject to refund upon the 4Q 2013
performance, yearo-year, as well as the claim for refund the income tax withheld within former periods with regard to which tax control measures have been applied.
As of December 31, 2013, 2012 and 2011, the Company did not have any outstanding obligations in terms of taxes and charges.
In accordance with provisions of Chapter 14 Tax Control of the RF Tax Code, desk-top and on-site audits of tax and levy payers and tax agents can be held with regard to a period of 3 calendar
years preceding the year of the audit. The Companys management believes that such audit results will not have a material impact on the financial status as tax liabilities have been estimated in
accordance with tax legislation requirements.
19. Capital
Share capital
The Companys share capital as of December 31, 2013, amounted to RUB 105,981,778.17 and was distributed across 10,598,177,817 ordinary shares with the nominal value of RUB 0.01 each.
Reserves and additional paid-in capital
The Companys capital also includes reserves and additional paid-in capital. The Companys reserves is represented by funds formed in accordance with the foundation documents and
amounting to 5% of the share capital. As of December 31, 2013, the reserves were fully formed and amounted to RUB 5.299 mln.
The Companys additional paid-in capital as of December 31, 2013, amounted to RUB 113,277 mln (as of December 31, 2012, it amounted to RUB 113,277 mln).
Treasury shares
As of December 31
2013
2012
Number, thou.
321,778
68,216,969
rosneft
Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013|Annual Report 2013
279
In June 2012, the Company bought out 321,963,949 own shares for the amount of RUB 68,256 mln, i.e. RUB 212 per share.
In August 2012, the Company transferred 185,794 own shares for the amount of RUB 39 mln to the members of the Rosneft Board of Directors as a compensation for the period from June 10,
2011, through June 20, 2012, upon the decision of the Rosneft Annual General Shareholders Meeting.
In March 2013, the Company transferred 321,778,155 own shares to BP as the consideration for the acquisition of TNK-BP Limited and TNK Industrial Holdings Limited.
Net assets
The Companys net assets as of December 31, 2013, amounted to RUB 1,383,793 mln. Increase in the amount of net assets versus the former reporting date (RUB 1,264,601 mln) totaled RUB
119,192 mln, i.e. 9%. The Companys net assets as of December 31, 2013, exceed its charter capital by RUB 1,383,687 mln.
20. Income and Expenses, Retained Earnings
Proceeds from product, work and service sales are accounted alongside with the product shipments, work delivery and service provision followed by submission of settlement documents to
the buyers (customers).
The Company applies tdirect costing method, therefore, managerial expenses are fully written off as period expenses, i.e. are fully accounted in the reporting period, without distribution into
product-in-progress and finished goods balance.
Expenses related to sales are distributed across sold products (goods) and shipped but unsold products, taking into account the remaining finished goods available in stock.
Expenses related to the Companys advertising campaigns in general (without specifying the types of products) are accounted as selling expenses.
Income distribution is reflected in accounting and reporting statements for the year following the reporting year, as resolved by the Shareholders Meeting. Part of income, which has not been
paid as dividends upon the shareholders resolution, is reflected in the reporting as Retained Earnings. The use of such income for investment purposes does not reduce the outstanding balance
under the Retained Earnings item.
The value of retained earnings for previous years amounted to RUB 1,134,062 mln as of December 31, 2013, and to RUB 1,219,377 mln as of December 31, 2012. The change in this amount was
due to accrued dividends was RUB 85,315 mln.
The following income and expenses impacted the value of retained earnings for the reporting period:
Table 29. The Companys income and expenses (in RUB thousand)
2012
2013
Proceeds (net) form sales of goods, products, work, services (excl. VAT)
2,595,672,292
3,544,443,140
2,095,343,778
2,862,999,133
498,510,952
679,186,708
Indicators
procurement activity
agency business
1,817,562
2,257,299
(1,293,592,537)
(1,969,312,483)
(1,027,068,960)
(1,604,911,146)
procurement activity
(266,523,577)
(364,401,337)
Gross profit
1,302,079,755
1,575,130,657
Selling expenses
(1,016,641,454)
(1,307,050,333)
(28,564,368)
(39,985,741)
Exploration expenses
(13,866,463)
(19,689,828)
Operating income/(loss)
243,007,470
208,404,755
97,239,436
(53,625,109)
77,515,765
57,949,838
(53,948,854)
(67,752,187)
13,480,887
73,321,614
Tax payments
(7,142,502)
(8,203,310)
incl..:
(6,985,795)
(8,081,708)
Income resulting from sales or other types of retirement of other property assets
Property tax
342,330,878
76,577,657
231,680,277
65,008,345
Revaluation of the fair value of subsidiaries as part of contribution to the Charter capital
85,506,389
Expenses related to sales and other types of retirement of other property assets
(266,645,710)
(84,043,732)
(232,172,324)
(65,221,936)
10,499,503
18,925,153
(2,730,443)
(28,003,373)
Other income
incl.: Exchange rate differences
231,092,891
287,293,195
205,926,096
227,356,450
Excise recovery
13,031,593
21,404,252
Other expenses
(247,212,979)
(379,689,964)
(196,209,069)
(305,276,499)
2012
2013
1,852,558,899
2,789,420,131
Payroll costs
8,391,387
11,427,350
2,007,826
2,887,926
64,852,257
78,636,374
Tangible costs
Depreciation
Exploration expenses
13,866,463
19,689,828
410,987,990
433,976,776
2,352,664,822
3,336,038,385
Total costs
280
Annual Report 2013|Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013
rosneft
21. Deferred tax assets and liabilities, permanent tax assets and liabilities
Accounting statements reflect permanent and temporary differencies between accounted profit and taxable income within the reporting period. Temporary and permanent differencies calculated
via comparison of accounting and tax accounting data for the reporting period entail formation of Permanent Tax Liabilities and Assets and Deferred Tax Liabilities and Assets.
The Company calculates indicators reflecting accounting of income tax expenditure on a monthly basis.
The Companys accounting balance sheet provides a detailed overview of deferred tax assets and liabilities related to the income tax, in the format of noncurrent assets and long-term liabilities
respectively.
The net amount of permanent tax assets (liabilities) is specified in the Statement of Comprehensive Income for reference.
The income tax rate used for calculation of deferred and permanent tax assets and liabilities amounts to20%.
Table 31. Information on deferred and permanent tax assets and liabilities (in RUB thousand)
Name
Deferred tax asset
Outstanding balance as
of the end of the year
9,061,468
5,626,800
3,293,757
11,394,511
19,196,992
28,715,345
4,176,345
43,735,992
32,804,686
25,798,703
Accounting income tax expense related to the income tax amounted to RUB 30,956 mln in 2013, and to RUB68,049 mln in 2012. Permanent and temporary differences resulting in adjustments
of the accounting income (expense) related to the actual income tax are shown in the table below.
Table 32. Information on permanent and temporary differences resulting in adjustment of the accounting income (expense) related to the actual income tax (in RUB thousand)
Name
Outstanding balance as
of the end of the year
128,993,515
164,023,430
45,307,340
28,134,000
16,468,785
56,972,555
95,984,960
143,576,725
20,881,725
218,679,960
rosneft
Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013|Annual Report 2013
281
made a statement about damage that was allegedly caused by the decision made by the court of Amsterdam in 2007 regarding seizure of a bank account, which, in the opinion of Yukos International
UK BV, limited its capacity to invest certain funds on its discretion. On June 27, 2012, the first court hearing was held. In October 2012, Rosneft filed a counterclaim, which contained various grounds
for defense, including the fact that the court had delivered the warrant on the account seizure in due manner and that Yukos International UK BV had not incurred any damages as a result of placing
its funds at the selected interest-bearing account. The hearings took place on January 09, 2014, within the framework of which Yukos International UK BV was allowed to introduce changes into its
claims under the lawsuit. As a result, Yukos International UK BV filed lodged claims against Rosneft, also on the corporate responsibility basis, with a view to impose assumed responsibility of one
of the codefendants onto Rosneft. The company will respond to the lodged claims on February 26, 2014.
4. Within the framework of judicial proceedings, a decision is being challenged which was made by the Interdistrict Inspectorate of the Federal Tax Service for Major Taxpayers No.1 upon the
results of the on-site audit of Rosneft for the period of 2008-2009 (resolution No.52-18/18-1376 dated August 16, 2012; the challenged amount is RUB 468.5 mln of taxes and corresponding penalties
(the amount has been reduced versus the originally declared one by RUB 18.9 due to partial release of claims)). No resolution regarding the dispute has been delivered as of the date of the report.
Pursuant to the decision of the Arbitration Court of Moscow, the claims were partially satisfied for the amount of RUB 173.8 mln. The amount of RUB 294.7 mln was dismissed. On July 04, 2013, the Company lodged an appeal. The hearing scheduled for August 19, 2013, was postponed several times. Pursuant to resolution of the 9th Arbitration Court of Appeal as of September 16, 2013, the court decision remained unchanged. Pursuant to the resolution of the FAS for the Moscow District as of January 30, 2014, court
rulings in part of satisfaction of the Companys claims regarding unjustified accrual of RUB 2.6 mln and in part of refusal to meet the Companys claims regarding unjustified accrual of
RUB 16.7 mln were dismissed. In other respects the court rulings remained unchanged.
5. In March 2013, the Khanty-Mansi Interdistrict Environmental Prosecutors Office lodged claims against the Company and its subsidiary JSC RN-Yuganskneftegaz, with a requirement to ensure
utilization of associated petroleum gas in accordance with applicable licenses and design documentation (95 percent) for 5 license areas: Prirazlomnyi, Sredneugutskyi, Malobalykskiy, Petelinskiy,
Fainskiy. The prosecutors claims were aimed at ceasing APG flaring in amounts above 5% of produced volumes. All the claims were satisfied by the court, and respective deadlines were set to
comply with the court rulings. At present, the 95% utilization rate has been achieved at Fainskiy, Sredneugutskiy and Petelinskiy license areas, the court decisions have been met. For Malobalykskiy
license area, upon the Companys request, a deferment has been granted till August 30, 2014, and for Prirazlomnyilicense area an additional request for deferment will be filed in order to take
additional measures required to meet the court decisions.
As a result of the failure to meet design documentation and license requirements in terms of associated gas utilization rates, the Company and subsidiary were held administratively liable. The
total amount of penalties was insignificant for the Companys reporting.
6. Starting from September 2013, Rosprirodnadzor (Federal Service for Supervision of Nature Resources) held a scheduled on-site audit with regard to Rosneft to check compliance with legislative
requirements in terms of geological survey, rational use and protection of subsoil, as well as obligatory requirements of regulations related to environmental protection and use of natural resources.
As a follow-up to the audit, a respective opinion was prepared (16.12.2013). As of February 20, 2014, administrative procedures following the audit deliverables have been partially completed, in
particular, administrative procedures related to state geological supervision, no grounds for early termination, suspension or limitation of subsoil use rights were identified as a result of the audit.
Resolutions regarding administrative liability have been prepared with regard to Rosneft. The total amount of applied penalties will not have a significant impact for the Companys performance or
financial status. Administrative procedures related to state environmental supervision have not been completed.
7. In 2013, the arbitration court of Yamal-Nenets Autonomous District partially met the claim of LLC RN-Purneftegaz filed against Kecho Invest Engineering Gmbh regarding termination of the
contract for facility construction RUB 94 mln out of the claimed RUB 538 mln was satisfied, and the above amount was transferred to LLC RN-Purneftegaz (agent) and allocated to the Rosneft
balance sheet (principal).
8. On October 09, 2013, Rosneft filed a claim to the Arbitration Court of Moscow against LLC Image Story (affiliated with Kecho Invest Engineering Gmbh) regarding recovery of unpaid advances
and interest (art.395), as well as damages for the total amount of RUB 2.83 bln. The court proceedings are still underway, another court hearing is scheduled for February 28, 2014.
9. Individuals who are non-controlling shareholders of JSC RN Holding have lodged claims against Rosneft, a third party JSC RN Holding, with an objective to oblige Rosneft to provide the
JSC RN Holding shareholders holding the other shares of respective categories (types) and issuable securities convertible into such shares with a public offer regarding acquisition of such securities
in the order envisaged by Russian laws. On October 25, 2013, the Arbitration Court of Moscow refused to satisfy the claims of the shareholders. In January 2014, such decisions were confirmed as
valid by the court of appeal.
10. Rosneft is also included in the creditor register within the framework of JSC Sakhaneftegaz bankruptcy proceedings with a view to recover funds under certain loan and surety agreements,
with the total loan cost amounting to RUB 891.4 mln; a provision has been formed for the total debt amount.
11. Rosneft has been involved in a number of other legal proceedings initiated in the course of business activity. In the opinion of Rosneft management, the final result of such legal proceedings
will not have a material impact on the Companys performance or financial status.
12. In 2013, as part of the first phase of measuring contingencies related to environmental activities, certain facilities were identified at the Rosneft license areas where Rosneft is held liable
due to violation of the original environmental state as a result of the Companys operations. However, for objective reasons, it is currently deemed impossible to assess the scope of such liability
for certain facilities.
Provsions
Provision is the Companys liability of an indefinite value and (or) execution term. Provision can be recognized:
on the basis of legislative and other regulations, court rulings, contracts;
as a result of the Companys actions which, due to established former practices or statements made by the Company, indicate to other parties that the Company is taking certain obligations,
and as a result, such parties have grounds to assume that the Company will deliver such obligations.
Provision is recognized in the accounting statements when:
the Company has an obligation resulting from former business events, and the Company cannot avoid delivery of such obligation;
it is probable that the Company will suffer reduction of economic benefits as a result of fulfilling such provisions (probability > 50%);
the amount of provision can be estimated reliably.
In accordance with the Accounting Regulation Provisions, Contingent Liabilities and Contingent Assets (Accounting Regulation 8/2010) valid since the accounting period of 2011, the Company
recognizes liabilitiesrelated to environmental activity.
The first phase of acknowledging liabilities related to environmental activities in the Companys accounting statements is reflected on a retrospective basis with historical statements restatement
for the period of 2011-2012.
Liabilities related to environmental activities occurs as a result of violating the original environment state in the course of the Companys business operations.
The amount of provisions related to environmental activities is determined on the basis of estimating costs (planned costs) that the Company is assumed to incur during fulfillment of the obligation,
i.e. remediation of land and water areas damaged as of the reporting date. The estimation is based on internal (managerial) reporting data of the company generating the environmental data base.
As a result of the first phase of recognising liabilities related to environmental activities, amounts recognized in RAS as of December 31, 2011 and December 31,2012, were recorded in retained
earnings of the Company in the amount of RUB 9,695,679 thousand as of December 31, 2012 or, depending on the liability nature, form part of the property, plant and equipment in the amount of
RUB 172,736 thousand.
Information on the Companys contingencies is presented in the table below.
Table 33. Information on provisions (in RUB thousand)
Name
Summary
of the provision
Period
Outstanding as
of the beginning
of the period
Accrued for
the reporting
period
Amount of
the provision
written down
as costs or
payables
Outstanding as
of the end of the
period
Contingencies formed as a result of expenses related to regular operations total, incl. by type:
Total:
Provision related to
payment of annual
compensation based
on annual performance
Provision related to
future payments of
leave allowances
282
2013
15,854,946
9,266,405
7,078,148
18,043,203
2012
12,569,029
9,533,725
6,247,808
15,854,946
2013
5,486,675
7,931,858
4,380,287
9,038,246
2012
3,546,815
5,005,818
3,065,958
5,486,675
2013
672,592
1,538,702
1,003,044
1,208,250
2012
676,094
1,156,175
1,159,677
672,592
Annual Report 2013|Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013
rosneft
Name
Summary
of the provision
Estimated liabilities
related to environmental activities
Period
Outstanding as
of the beginning
of the period
Accrued for
the reporting
period
Amount of
the provision
written down
as costs or
payables
Outstanding as
of the end of the
period
2013
9,695,679
(204,155)
1,694,817
7,796,707
2012
8,346,120
3,371,732
2,022,173
9,695,679
35,019,538
2013
39,761,506
(3,933,100)
808,868
2012
35,144,285
5,668,327
1,051,106
39,761,506
Contingencyrelated to
liquidation of property,
plant and equipment
2013
39,588,770
(3,957,058)
808,868
34,822,844
2012
35,086,451
5,553,425
1,051,106
39,588,770
Contingencies related
to environmental
activities
2013
172,736
23,958
196,694
2012
57,834
114,902
172,736
The Table 33 column named Accrued for the reporting period in part of provisions related to liquidation of property, plant and equipment in 2013 includes the following:
accrual of provision related to liquidation of fixed assets commissioned in 2013, in the amount of RUB 8,187 mln, are reflected under the Other Noncurrent Assets item;
expenses related to discount depreciation and acknowledged in view of the forthcoming deadline for the contingency fulfillment, in the amount of RUB 3,001 mln, are reflected under the
Interest Payable item;
reduction of the provision related to liquidation of property, plant and equipment as a result of changes in estimate values of liquidation costs, rates and discount period, in the amount of RUB
15,145mln are reflected under the Sales Prime Cost item.
The Table 33 column named Accrued for the reporting period in part of provision related to environmental activities takes into account accrual of provision for 2013, discount depreciation
expenses, changes in the provision due to changes in estimate values, rates and discount period.
25. Related Party Transactions
In the course of regular business activities, Rosneft enters into transactions with entities that are deemed as related parties in accordance with the Russian legislation.
The list of related parties has been formed on the basis of the subject matter of relations between the entities, assuming priority of the substance over form.
Among related parties, Rosneft also considers entities that are not deemed as affiliates in accordance with the Russian legislation but are considered as such in line with IFRS No.24 Disclosure
of Information on Related Parties (companies controlled by the state as well as shareholders possessing a right to control over 10% and not more than 20% of voting shares).
The value of transactions and outstanding settlements with related parties are accounted separately for the following groups of related parties that have different kinds of relations with Rosneft:
subsidiaries (companies consolidated by Rosneft as subsidiary companies);
associates (companies consolidated by Rosneft as assosiated companies);
majority shareholders (shareholders possessing over 20% voting shares);
companies controlled by the Russian Government;
entities involved in joint activities;
other related parties.
Subsidiaries
This section contain information on transactions with subsidiaries in which Rosneft directly or indirectly owns over 50% of ordinary voting shares or executes other types of control.
Table 34. Information on transactions with subsidiaries (in RUB thousand)
2012
2013
156,900,691
317,487,576
382,977,426
737,455,102
85,143,607
102,811,702
73,475,557
73,871,257
698,497,281
1,231,625,637
230,789,950
811,806,402
4,631,868
6,653,225
62,056,794
106,511,625
191,040,003
217,297,226
Processing costs
68,615,580
138,124,670
Other expenses
52,298,070
56,473,106
609,432,265
1,336,866,254
Other transactions
Property, plant and equipment acquisition
Provided credits/loans
45,467
136,349,762
301,746,123
Repayment of credits/loans
55,949,091
445,068,109
24,339,088
17,276,580
43,214,999
47,561,398
37,110,201
392,693,617
29,299,165
174,394,923
1,600,000
Recovered deposits
1,600,000
Interest receivable
53,173,516
40,173,676
Interest payable
5,606,697
912,374
13,456,209
72,611,593
Received dividends
rosneft
Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013|Annual Report 2013
283
Table 35. Assets and liabilities in transactions with subsidiaries (in RUB thousand)
Outstanding balance as of
31.12.2012
Outstanding balance
as of 31.12.2013
Assets
Cash and cash equivalents
12,626,778
22,810,148
Receivables, incl.:
195,141,576
443,670,888
long-term
50,983,715
24,781,657
1,964,895
53,831,491
432,258
8,914,436
873,661,223
2,530,428,620
344,270,789
2,297,449,410
1,081,429,577
2,996,909,656
Liabilities
Short-term accounts payable
134,230,063
566,748,616
103,668,758
299,433,908
Incl. long-term
77,556,232
228,415,037
237,898,821
866,182,524
Associates
This section provides information on transaction with associated companies in which Rosneft directly or indirectly owns over 20% but less than 50% of ordinary voting shares, and exercises
significant influence.
Table 36. Information on transactions with associates (in RUB thousand)
2012
2013
1,445,701
2,673,111
114,563
710
Other income
34,604
566,007
1,594,868
3,239,828
29,698,542
53,741,238
4,001,712
8,617,238
29,342
101,324
5,052,757
1,070,929
154,945
34,800,525
67,667,502
1,306,371
2,032,665
Other transactions
Provided loans and borrowings
Repayment of loans and borrowings
Incoming long-term loans and borrowings
Repayment of long-term loans and borrowings
Interest receivable
Interest payable
Received dividends
1,128,151
69,385
4,571,469
2,660
582,429
696,699
118
16,073
596,258
Outstanding balance
as of 31.12.2012
Outstanding balance
as of 31.12.2013
3,082,711
5,742,117
Table 37. Assets and liabilities in transactions with associates (in RUB thousand)
Assets
Accounts receivable, incl.
long-term
short-term advance payments
value of provision related to doubtful debts as of the end of the reporting period;
Short-term and long-term financial investments,
incl. long-term
1,071,394
3,187,711
346,961
1,347,784
778,525
778,525
23,371,534
24,032,915
17,982,220
21,722,722
26,454,245
29,775,032
6,652,788
3,627,032
Liabilities
Short-term accounts payable
Short-term and long-term loans and borrowings (incl. interest payable)
incl. long-term
1,043
4,580,451
970
4,579,409
6,653,831
8,207,483
284
Annual Report 2013|Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013
rosneft
The Company also ensures medical insurance for the key managerial personnel. The amount of voluntary medical insurance payments in 2013 amounted to RUB 21,102 thousand.
Majority shareholders
The amount of dividends paid to the majority shareholder in 2012 for the period of 2011 was RUB 59,983 mln, and the amount paid in 2013 for the period of 2012 was RUB 59,295 mln.
Companies controlled by the Russian Government
Table 38. Information on transactions with companies controlled by the Russian Government (in RUB thousand)
2012
2013
174,503,936
139,011,675
32,935,266
60,444,723
12,492,887
2,179,918
967,956
755,773
220,900,045
202,392,089
26,654,291
156,263,468
194,653,165
Customs duties
945,608,526
1,273,993,137
704,114
720,650
12,500,000
280,665
4,016,863
2,536,414
1,171,854,085
1,498,838,322
Other transactions
Incoming short-term loans and borrowings
62,090,140
305,913,063
62,350,156
281,803,940
129,328,200
31,514,600
Placed deposits
2,228,412,435
1,448,709,288
Repaid deposits
2,259,638,886
1,403,872,618
Interest payable
4,199,508
1,163,836
Interest receivable
2,382,774
1,182,399
25,306,991
2,475,138
Outstanding balance as of
31.12.2012
Outstanding balance
as of 31.12.2013
Table 39. Assets and liabilities in transactions with companies controlled by the Russian Government (in RUB thousand)
Assets
Cash and cash equivalents, incl. deposits with the term not exceeding 91 days
172,853,475
142,634,386
21,637,443
31,983,074
long-term receivables
1,906
9,496,187
17,146,958
310,727
306,039
21,514,565
36,440,345
2,401,581
929,163
216,005,483
211,057,805
Liabilities
Short-term accounts payable
15,023,286
20,014,878
100,118,033
124,343,528
115,141,319
144,358,406
2012
2013
227,439
72,181
403
299,620
403
Insurance-related expenses
915,219
445,052
311,080
343,964
1,226,299
789,016
Other income
rosneft
Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013|Annual Report 2013
285
Other transactions
Provided loans
93,240
210
Outstanding balance as of
31.12.2012
Outstanding balance
as of 31.12.2013
19,744
56,719
Interest receivable
Table 41. Assets and liabilities in transactions with other related parties (in RUB thousand)
Assets
Accounts receivable
incl. short-term advance payments
Short-term and long-term financial investments,
incl. long-term
25
93,240
112,984
56,719
250
17,345
250
17,345
Liabilities
Short-term accounts payable
For the reporting period, Rosneft mainly used the monetary terms for settlements with related parties.
26. Segment Information
The Company, its subsidiaries and associates (hereinafter Rosneft Group) arrange activities as a vertically integrated business. The key types of the Rosneft Group operations are oil and
gas exploration, development, production and sales, as well as production, transportation and sales of products resulting from refining/processing operations in the Russian Federation and abroad.
Managerial information, which is regularly analyzed by persons possessing respective authorities in the Company in terms of decision-making on resource allocation in the Company and further
performance evaluation, is prepared for the Rosneft Group business on the whole. Given the fact that the business of the Company as a legal entity is an integral part of the Group management,
managerial decision-making and resource allocation shall be performed by duly authorized persons at the Group level; certain managerial reporting statements reflecting financial performance,
asset value and segment-wise liabilities, which refer only to the Company operations and are not related to the Group in general, shall not be prepared for business streams. Therefore, segment
information is fully reflected in the Rosneft Group consolidated IFRS reporting.
Below one can find information on proceeds across business segments as these data are provided to the Company authorized representatives on a regular basis. Segments are identifies taking
into account, potential economic risks, currency risks, credit risks and price risks.
Table 42. Information on proceeds from segment sales (in RUB thousand)
Name of segment
Oil
Gas
Petrochemical and petroleum products
Other sales
Total:
External market
Domestic market
1,900,376,680
1,649,140 657
251,236,023
50,881,426
50,881,426
1,476,935,016
814,421,527
662,513,489
116,250,018
116,250,018
3,544,443,140
2,463,562,184
1,080,880,956
Other sales include sales of materials, property, plant and equipment, proceeds from property, plant and equipment lease, etc.
27. Other aspects of the Company business
Environmental protection aspects
Oil and gas business is always related to environmental risks. The Companys management believes that its activity complies with the legislative requirements in terms of environmental protection, and therefore, the Company has no risk of significant liabilities in this area, except those already revealed and reflected in this reporting documentation.
Insurance
The Company continues the practice of insuring property, motor transport, cargoes, shipments, construction works and liability of its officials.
Energy resources
Information on aggregate costs related to energy resources used in 20131 is provided below.
Table 43. Information on the use of resources (in RUB thousand)
Name of the energy resource
Amount
Electrical energy
41,113
Heat energy
5,279
1.
Requirement pursuant to Article 22 of Federal Law No.261-FZ dated November 23, 2009 On Energy Saving and Increasing Energy Efficiency and Amendment of Certain Legislative Acts of
the RF. In accordance with Art. 2 of Federal Law No.261-FZ, an energy resource shall be deemed as an energy carrier that is used or can be used for economic and other activity, as well as type
of energy (atomic, heat, electrical, electromagnetic or other type of energy).
286
Annual Report 2013|Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013
rosneft
General Information
about Rosneft
rosneft
287
Glossary
288
rosneft
Abbreviations
mln million
USD US dollar
Units
bbl barrel (1 bbl = 0.134 metric tons)
bcm billion cubic meters
bcma billion cubic meters per annum
b/d barrels per day
bn billion
boe barrel of oil equivalent
cub. m cubic meters
ft. feet
ha hectare
km kilometer
mb/d thousand barrels per day
mboe/d thousand barrels of oil equivalent per day
rosneft
289
contact
information
Full Name:
Open Joint-Stock Company Rosneft Oil
Company
Abbreviated Name:
OJSC Rosneft Oil Company
Location of the Company:
26/1 Sofiyskaya Embankment,
Moscow, 115035, Russia
Call Center:
Telephone: +7 (499) 517-88-99
Facsimile: +7 (499) 517-72-35
Telex: 114405 DISVO.RU
E-mail: postman@rosneft.ru
For Shareholders:
Svetlana Valentinovna Gritskevich,
Director, Corporate Governance
Department Corporate Secretary
ofRosneft
Telephone: +7 (499) 517-88-88
(ext. 29-01)
Shareholder Relations Division,
Corporate Governance Department,
Rosneft:
Telephone: +7 (495) 987-30-60;
+7 (499) 429-06-89;
8-800-500-11-00
(calls from Russia toll-free)
Facsimile: +7 (499) 517-86-53
E-mail: shareholders@rosneft.ru
For Institutional Investors:
Investor Relations Department, Rosneft
Telephone: +7 (495) 411-05-04
E-mail: ir@rosneft.ru
290
rosneft
www.rosneft.com
292
rosneft