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Rosneft Annual Report 2013 PDF

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Global

Energy
Company
Annual report 2013

Scale
Technology
Responsibility

SCALE

TECHNOLOGY

RESPONSIBILITY

Rosneft is the Russian oil


industry champion and the
worlds biggest public oil
and gas company by proved
hydrocarbon reserves
and production.
Unique portfolio of upstream
assets.
Leading positions for offshore
development.
Growing role in the AsiaPacific markets.

Rosneft is the champion


of qualitative modernization
and innovative change in the
Russian oil and gas industry.
Proprietary solutions to
improve oil and synthetic
liquid fuel production
performance.
Establishing R&D centers
in a partnership with global
leaders in technology
development and application.

Rosneft is the biggest taxpayer


in the Russian Federation.
Active participation in the
social life of the regions
of operations.
Creating optimal conditions
for professional development
and high standards of social
security and healthcare for
the employees.
Unprecedented program
for land remediation.

Annual report online:


www.rosneft.com/attach/0/58/80/a_report_2013_eng.pdf

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

* TNK-BP assets accounted for from the date


ofacquisition.
** Pro forma data. (TNK-BP assets accounted
forstarting January 1, 2013)

Annual report 2013

Rosneft is the leader of Russias petroleum industry


and the worlds largest publicly traded petroleum
company.
Rosneft activities include hydrocarbon exploration
and production, upstream offshore projects,
hydrocarbon refining, and crude oil, gas
and product marketing in Russia and abroad.

TABLE OF CONTENTS
Message of the Chairman of the Board of Directors . . . . . . . . . . . 4

Building International Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . 74

Message of the President and the Chairman


of the Management Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

Science and Innovation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80

Efficient Development Strategy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8


Rosneft Geography of Operations. . . . . . . . . . . . . . . . . . . . . . . . . . 10
Financial, Operating and Sustainable
Development Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

Occupational safety and Health, Industrial Safety,


and Environmental protection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
Occupational and Industrial Safety
Environment Protection
Emergency Prevention and Response
Energy Efficiency Improvement and Energy Saving
Corporate Governance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100

Exploration and production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18


Exploration and Reserves Replacement
Crude oil production
Hard-to-Recover reserves
Offshore Projects Development
in the Forefront of the World Energy Sector . . . . . . . . . . . . . . . . . 36
Improving Efficiency of Contractor/
Supplier Relations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

Employees and Social Responsibility. . . . . . . . . . . . . . . . . . . . . . 128


Company Team
Social Policy and Charity
Rosneft Financial Highlights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 136
Financial Highlights
Debt Portfolio and Credit Ratings
Effective Investment Governance
Appendix. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 142

Refining, Commerce and Logistics . . . . . . . . . . . . . . . . . . . . . . . . . 46


Crude Oil Refining: Quality, Efficiency, Safety
Efficient sales of oil, gas and refined products
Gas Business Development. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64

ANNUAL REPORT WITH INTEGRATED


REPORTING ELEMENTS
Rosnefts Annual Report 2013 contains elements of integrated reporting
as defined in the International Integrated Reporting Standard published
by theInternational Integrated Reporting Council (IIRC). it aims to present
Company financial results and achievements in the area of sustainable
development, highlighting the existing relationships among the competitive
environment, Company strategy, business model, risk management structure
anda clear corporate governance structure. Since 2012, Rosneft has been
part of the IIRC pilot program intended to clearly define international standards ofintegrated reporting.

Additional Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 287


General Information about Rosneft
Glossary
ontact Information

Visit our website: www.rosneft.com

Message of the Chairman


of the Board of Directors

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.

* Pro forma data.

Based on the results of the hydrocarbon


reserves audit conducted by DeGolyer
& MacNaughton, the Company confir
med its status of the worlds leading
public oil company in terms of proven
hydrocarbon reserves and resources.
Rosnefts proven hydrocarbon reserves
replacement ratio has come close to
287%* according to the SEC and the
Companys proven reserves life is 19
years, including 16 years in oil and 36
years in gas. Reserves replacement
was supported by, among other things,
efficient exploration activities, which
received investments of RUB 38 billion
in 2013. As aresult of the completed
program of exploration activity, 6 fields
and 70 new deposits were discovered.
Besides, Rosneft, jointly with its strategic
partners ExxonMobil, Eni and Statoil
undertook an unprecedented offshore

Annual Report 2013| Message of the Chairman of the Board of Directors

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

Board of Directors of OJSC Oil Company


Rosneft, in pursuance of an assignment
of the Chairman of the Government
of the Russian Federation, adopted
aresolution on September 29, 2013
to acquire the common and preferred
shares of an OJSC Oil Company Rosneft subsidiary, OJSC RN Holding, by
sending to the shareholders of OJSC RN
Holding avoluntary proposal to acquire
all of the shares in their ownership. The
voluntary proposal was accepted by
7.195 private individuals and 208 legal
entities including international financial
funds. As aresult, OJSC Oil Company
Rosneft has consolidated almost 100%
of the shares of OJSC RN Holding. For
the veteran shareholders who received
some TNK-BP shares upon initial offering
at the time of privatization, amechanism
was offered for them to subsequently
buy the shares of OJSC Oil Company
Rosneft for the money they receive
from the sale of their shares of OJSC
RN Holding. The aforesaid mechanism
was also used by several hundreds of
people. The ongoing activities shall lead
to the consolidation of 100% shares of
OJSC RN Holding in the ownership of
OJSC Oil Company Rosneft in 2014.
In 2013 Rosneft confirmed its status
as asocially responsible company by
signing anumber of bilateral agreements
with 10 subjects of the Russian Federation aimed at creating favorable economic, legal and institutional conditions for
the development of social infrastructure
of the subjects, implementing social projects on their territory, developing investment activity and meeting the demand in
the key oil products and natural gas.
In 2013 Rosnefts management pursued
prudent and responsible investment

rosneft

and financial policies in the areas of


cost control, liquidity improvements,
timely debt repayment and dividend
distributions. Our Companys successes
in 2013 underpin the effectiveness of our
strategy, the relevance of our defined
priorities and suggest that one may
count on Rosnefts sustainable development for the benefit of its shareholders
going forward.

Kind regards,
Chairman of the Board of Directors
Rosneft Oil Company
Alexander Nekipelov

Message of the Chairman of the Board of Directors |Annual Report 2013

Message of the PRESIDENT


andthe CHAIRMAN
of the Management Board

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).

* Pro forma data.

Based on 2013 results, Rosneft


demonstrated record financial per
formance, notwithstanding the deteriorating macroeconomic environment.
Our Company continues to generate
cash flows that cover its investment
demands. Free cash flow increased
4.7 times, while leverage is gradually
decreasing Rosneft has repaid some
of the loans taken to finance
TNK-BP acquisition. In 2013, the dividend amount was increased to RUB
85billion, and RUB2.7 trillion was paid
to the budget of the Russian Federation,

Annual Report 2013| Message of the President andthe Charman of the Management Board

which reasserts our Companys status of


Russias largest taxpayer.
In several key positions, Rosnefts 2013
indicators became industrys the best
not only in our country, but globally
as well. We once again demonstrated
the largest production volumes, high
proven reserves replacement ratio and
lowest lifting costs. In particular, liquids
production reached arecord high of
207*mlntons, hydrocarbon reserves
additions through efficient exploration
activities was 250mln tons, with lifting
costs remaining at $4.3/bbl, which is the
best per unit level among the worlds
public oil companies. Gas production
grew more than twofold against the
backdrop of expanding our Companys
gas market footprint. Based on the reporting period outcomes, Rosneft
became Russias third largest gas producer. The Company plans to produce
100 bcm per year by 2020, doubling its
domestic gas market share.
Rosneft also leads the offshore developments in the Russian Arctic. By the end
of 2013, our Company held 46 Russian
offshore licenses with resources in
excess of 43 billion tons of oil equivalent
(according to DeGolyer & MacNaughton
estimates), and Rosneft is significantly
ahead of the exploration deadlines
according to license obligations.
In the reporting period, our Company
strengthened its leading positions in
the areas of high-quality oil product
manufacturing to international standards.
Following the refinery upgrade program,
outputs of Euro-4 and Euro-5 gasoline
and diesel fuel at Rosnefts Russian
refineries amounted to some 15 million
tons. Every seventh vehicle in Russia is

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

institutes andrating agencies. On December 17, 2013, Moodys international


ratings agency, noting strong operational results and sustainable financial
performance, as well as the Companys
predictable future financial position,
confirmed Rosnefts credit rating in
line with the sovereign rating. Earlier,
another agency, Standard & Poors, set
our Company rating at the equivalent
level, reconfirming the stable outlook at
year end. Iam confident that the chosen
development strategy and commitment
to the highest international standards of
doing business is an effective, transparent and reliable way to raise Rosnefts
capitalization.

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

The Company is expanding its resource base


successfully conducting on- and offshore
exploration projects.

Rosneft is Russias leading oil refiner. The Company


operates 11 refineries located in Russias key
regions. In 2013 they refined 97.7*mln tons,
athird of oil refined in Russia.
The Company is implementing amassive refineries
modernization program.

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.

MARKETING AND sales


Rosneft delivers the oil it produces to the
Companys refineries in Russia and Germany and
sells it in Russia, the CIS and in the international
market. The Company exports the oil that is
incremental to the volumes necessary to fill
up the Companys refineries.
Rosneft operates alarge and developed infrastructure for servicing the domestic fuel market.
The infrastructure includes anumber of marketing subsidiaries wholesaling and retailing oil
products as well as offering oil product storage,
transportation and handling services.

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.

Key Medium-Term Value Drivers


1. Maintaining positive oil
production momentum
stabilizing oil output at West Siberian
brownfields, complemented by concurrent oil production growth in Volga-Urals
progressing as planned on new projects
developing unconventional
and stranded oil production
2. Growing reserve base through
successful onshore and offshore
exploration
strengthening organizational capability
and access to best technologies, to
secure high exploration success ratio

acquire licenses in high-potential areas

and areas with developed infrastructure


strategic partnerships with industry
leaders to secure successful offshore
exploration activities
3. Increasing the value
ofintegrated gas business
due toincremental production
anddirect sales contracts
growth in organic gas production and
efficient integration of new assets
increasing the effectiveness of gas
monetization and growing the share
oflong-term contracts

Annual Report 2013| Strategy of Efficient Development

developing the LNG project to enhance


access to gas exports and increase
sales margins

4. Focus on cost controls


and capital discipline
zero inflation of business plan
parameters
cost structure optimization
efficient investment governance and
approval of only those projects that
meet corporate Internal Rate of Return
guidelines

rosneft

5. Strong liquidity position


and gradual de-leveraging
sustainable cash flow generation
use of most efficient financing tools
gradual de-leveraging
6. Sustainable dividend payout

stable dividend payouts at 25% of IFRS


Net Earnings

sustaining dividend yields in line with


best industry practices

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

* Pro forma data.

Strategy of Efficient Development |Annual Report 2013

Delivering on Plans
2013 Plans

2013 Results

2014 Plans

Assure production growth

Production growth with acquisitions amounted to


+72% (organic growth was 1%)

Carry on growing production volumes at least by


1% ayear

Assure hydrocarbon reserves replacement ratio


at above 100%

The SEC hydrocarbon reserves replacement


ratio was 287% in 2013

Carry on growing reserves, replacing over 100%


of production with new reserves

Implement refinery modernisation program as


scheduled

Tuapse refinery upgrade phase one completion:


crude distillation capacity increased to 12 mmta

Carry on with the refinery upgrade program,


including launch of isomerization units at the
Samara group of refineries

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.

Continued gas production growth through


increased associated petroleum gas (APG)
utilization level and implementation of natural gas
production projects.

Holding back CAPEX while keeping


the at planned level

Efficient capital investment program management


allowed to keep capital construction project delivery at planned levels, sustainable resource base
growth and upgrade program implementation,
while achieving a4%* CAPEX reduction.

CAPEX reduction without disruption to capital


construction schedule

Strong financial position and gradual


de-leveraging

In 2013, notwithstanding the adverse macroeconomic environment, the Company managed to


achieve free cash flow growth. In the end of 2013
the Company repaid (and prepaid) some of the
loan taken to finance asset acquisitions, total of
$5.1 bln (RUB 166.9 bln)

Gradual de-leveraging

Creating shareholder value through generation of sustainable cash flow and stable returns
* Based on pro forma data.

Rosneft Geography of Operations


Producing fields

Refineries

Norway
Russia
Great Britain
Germany

Mongolia

Italy

Canada

Japan

Gulf of Mexico

China
Belarus
Ukraine

Vietnam

Venezuela
Brazil

10

Annual Report 2013| Delivering on Plans

Algeria

UAE

Turkmenistan

rosneft

Industry position

(benchmarking against the global peer group)


Proved oil and gas reserves,
bln boe

Liquids production by Russian companies,


ktons/day
25.2

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

Oil and gas production, mmboed


4.2

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

Hydrocarbon reserve replacement ratio,


% (SEC)

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

Industry position |Annual Report 2013

11

OJSC ROSNEFT IN THE HISTORY


OF THE RUSSIAN OIL INDUSTRY

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

First commercial crude oil in


the Orenburg region

1961
Production start at the
Ust-Balykskoye oil field

Development launched in the


Volgo-Urals oil province

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

First oil well


in Kuban

The Samotlor oil


field reaches a
production peak
of 158.9 mln
tons of crude oil
per year

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

The USSR becomes the


2nd largest oil producer
in the world
Construction under way
of the Druzhba oil
pipeline which linked oil
fields with the USSR
western border

Rosneft, the largest


oil company in the
Russian Federation,
produced 110 mln
tons of crude oil

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

The Soviet Russia reaches


peak oil production

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

The title of the largest oil


producing region goes to
West Siberia

2009

2009
Production launch
at the giant
Vankor oil field

2013

Commercial production
launched at two
greenfields of the Uvat
project

MOSCOW

Crude oil production in


Russia reaches record
levels
Tax reform approved,
encouraging
development offshore
deposits, onshore
greenfields and tight
reserves

85%
contribution
to the production
Volga-Urals region

Nefteyugansk

SAMOTLOR
Samara
Omsk

Krasnodar

Eastern
Europe
ngolia
Cuba
Vietnam

First crude oil export


deliveries to Eastern
Europe, Vietnam,
Mongolia and Cuba

Significant rise in
crude oil export
deliveries to Western
Europe after the
OPEC price increase

Legend
Volgo-Urals oil and gas province

East Siberia oil and gas provinces

West Siberia 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

PRMS proven oil reserves (mmt)

4,161

2,513

65.6%

2,519

SEC proven oil reserves (mmt)

3,398

1,999

70.0%

1,960

PRMS proven gas reserves (bcm)

1,867

992

88.2%

850

SEC proven gas reserves (bcm)

1,329

753

76.5%

566

PRMS reserves life (years)


Oil, gas condensate and liquids production (mmt)2

24

25

-4.0%

25

206.9*

122.0

69.6%

118.7

Gas production (bcm)

42.1*

16.4

156.7%

12.8

Oil export (mmt)

97.3

66.4

46.5%

63.9

Oil refining (mmt)

90.1

61.6

46.3%

57.9

Oil refining and petrochemicals (mmt)

87.1

59.6

46.2%

55.9

Oil product exports (mmt)

50.6

33.7

50.1%

30.9

Oil product retail sales (mmt)

10.2

6.8

50.0%

6.5

38.9%

23.6%

23.2%

Rosnefts share of Russian aggregates


Oil production5
Gas production (after flaring)

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%

Net earnings (RUB bln)

551

365

51.0%

335

Net earnings margin

12%

12%

12%

Return on average capital employed (ROACE)

11.9%

11.4%

16.0%

Return on average equity (ROAE)

20%

17%

17%

CAPEX (RUB bln)

560

473

18.4%

391

Upstream CAPEX per ton of oil equivalent (RUB)

1,708

2,158

-20.9%

2,026

Production OPEX per ton of oil equivalent (RUB)

1,009

666

51.5%

600

Free cash flow (RUB bln)

201

43

367%

99

1,860

591

214.7%

440

Net debt (RUB bln)

37.01%

20.3%

17.3%

Net debt to EBITDA multiple

Net debt to capital employed multiple

1.79**

0.96

0.66

Dividends per share (RUB)4

12.85

8.05

59.6%

7.53

7.62

8.91

-14.5%

6.60
160.8

Year-end share price at London Stock Exchange (US Dollars)


Sustainability highlights
Year-end headcount1 (thousand persons)

228.0

166.1

37.3%

Number of retirees and veterans receiving corporate pensions (thousand persons)

57.6

54.5

5.7%

39.9

Social program implementation costs (RUB bln)

29.7

22.4

32.6%

20.3

Lost Time Incident Frequency Rate (per 1 mln hours)

0.19

0.16

18.8%

0.19

Fatality Incident Frequency Rate (per 100 mln hours)

2.33

2.02

15.3%

2.68

Investments and ongoing costs of environmental activities (RUB bln)

60.2

22.1

172.4%

17.5

** Pro forma data.


** With ITERA EBITDA starting from 01/01/13.
1. With TNK-BP starting from 21/03/13.
2. For reference: in 2013, the tons to barrels conversion ratio was 7.362; in 2012 and 2011, the ratio of 7.315 was used.
3. Adjusted by prepayments under long-term oil supply contracts, RUB 470 bln in FY2013.
4. Recommended by the Board of Directors amount of dividends on the 28th of April 2014.
5. Oil production includes oil, gas condensate and other liquids production if applicable.

14

Annual Report 2013| Financial, operating and sustainable development highlights

rosneft

Operating
indicators

Proven oil reserves, mmbbl

Proven gas reserves, bcm

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

SEC proven liquids reserves (mmbbl)

SEC proven gas reserves (bcf)

PRMS proven liquids reserves (mmbbl)

PRMS proven gas reserves (bcf)

Hydrocarbon gas reserves


replacement ratio, %

Gas production (bcm)

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

Crude oil, gas condensate,


liquids production, mmt
2013

207*

2012

122

2011

119
150

30

40

50

* Pro forma data.

2013

90.12

2012

61.58

2011

57.86
0

100

20

Crude oil feedstock refining volumes, mmt

PRMS hydrocarbons reserves replacement ratio

50

10

400

SEC hydrocarbons reserves replacement ratio

80000

* Pro forma data.

* Pro forma data.

60000

200

20

40

60

80

100

120

250

* Pro forma data.

rosneft

Operating indicators |Annual Report 2013

15

Financial
indicators
EBITDA and net earnings, RUB bln

Abjusted free cash flow before interest,


per boe

2013

947

2012

618

2011

662
100

200

300

400

500

600

700

800

900

2013

136

2012

46

2011

114

1000
0

EBITDA (RUB bln) Net earnings (RUB bln)

20

40

60

80

100

120

140

Abjusted free cash flow, RUB bln

Cash flow from operations, RUB bln


2013

1,213

2013

201

2012

521

2012

43

2011

487

2011

99

200

400

600

800

1000

1200

50

100

150

200

250

Revenues, RUB bln


Urals Domestic market

140

1400

Oil Price Change, USD/bbl

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

Oil and gas sales


Oil products and petrochemicals sales
Auxiliary services and other sales
Income from joint ventures and associated businesses

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

Annual Report 2013| Financial indicators

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:

capital construction project launches in 2013 above 100%,


worth approx. RUB 315 bln

sustainable production growth and resource base replacement


on-track refinery upgrade program delivery
CAPEX per boe of production amounted RUB 232 in 2013 compared to RUB 295 in 2012. At the end of 2013, Company net
debt was RUB 1,860 bln and net debt to EBITDA multiple was
1.79. Debt growth is largely explained by raising financing (in

rosneft

Dividends per share and dividend yield,


RUB/share

CAPEX, RUB bln


343

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

Exploration and production


Refining, marketing and sales
Other, including changes in stock

Upstream CAPEX per barrel of oil equivalent,


RUB/boe

10

12

14

16

OPEX per barrel of oil equivalent produced,


RUB/boe

2013

232

2013

136.6

2012

295

2012

90.8

2011

277

2011

81.6

50

100

150

200

250

300

350

Net debt at year-end,


RUB bln

20

40

60

80

100

120

140

160

Russian refineries OPEX per ton of oil refined,


RUB/ton

2013

1,860

2013

799

2012

591

2012

691

2011

440

2011

547

500

1000

1500

2000

2500

bank loans) early in 2013 to acquire new assets. Our Company


is committed to gradual de-leveraging. In 2013, the Company
paid off some of the loans taken to finance TNK-BP asset acquisitions, atotal of RUB 166.9 bln.
Company operating expenses grew to RUB 136.6 per boe from
RUB 91 per boe in 2012. At the same time, Rosneft continues to
lead in terms of lowest production OPEX. Cost growth vs. the
previous period relates to the recognition of the costs of newly
acquired assets, and the launch of gas program facilities. The
organic growth in such expenses per boe was 11.7%* in 2013
yoy, and was caused by increased electricity tariffs, growing
auxiliary materials and fuel/lubricant prices and other factors.
Atthe same time, the Company carried on with its efforts aimed
at increasing the efficiency of, and control over, production
operating expenses.

250

500

750

1000

In 2013, the expenses of our Companys Russian refineries


grew by 63.5%, to RUB 57.46 bln vs. RUB 35.14 bln in 2012,
mostly as the result of new refining assets cost recognition.
Russian refineries OPEX in 2013 amounted to RUB 799 per
ton vs. RUB 691 per ton in 2012. The organic growth of per-unit
refining costs was 10.1%* yoy. Such expense growth was mainly
driven by growing feedstock and materials costs associated
with the Euro-4/Euro-5 class products manufacturing ramp-up
and certain other factors.

** Pro forma data.

rosneft

Financial indicators |Annual Report 2013

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

Rosneft has amajor resource base of


hydrocarbons onshore and offshore.
Our strategic priority is consistent replacement of over 100% of production
with new reserves, as well as improving the quality of reserves. In 2013, the
Company replaced over 179% of its oil
and gas condensate production with
new reserves (according to SEC) the
best performance among international
oil and gas majors.
In 2014, Rosneft will continue efficient
appraisal of brownfields and exploration in new regions of East Siberia and
Yamal-Nenets Autonomous District.

Reserves and Resources

(excl.acquired stakes in Taas-Yuriakh


and ITERA).
The exploration program has delivered
6 field discoveries (2 in the Samara Region, 1 in the Orenburg Region, and 3in
the Tyumen Region) with the 1+2
reserves of oil and condensate equal to
10.5mmt and of gas equal to 1.4 bcm, and
also 70 new plays (in Udmurt Republic,
Khanty-Mansi, Yamal-Nenets, Nenets
Autonomous Districts, Irkutsk, Orenburg,
Samara Regions, Krasnoyarsk Territory)
with 27.3mmt of oil and condensate reserves (1+2 category) and 38.1bcm
of gas reserves.

As of 1 January, 2014, Rosnefts recoverable reserves of the 1+2 category


(within the perimeter of IFRS subsidiaries and affiliates) amount to 11.4bln t
(incl.3.6bln tof 2) of oil and condensate and 6.5tcm of gas (incl. 2.3tcm
of 2)
1 reserves additions resulting from
E&A efforts (on anet participation basis)
are as follows:
oil + condensate 250mmt;
gas 77bcm.
1 oil and condensate reserves
replacement in 2013 was 242mmt

6 fields and 70 new plays


were discovered within
the Companys existing
asset base

E&A KEY PERFORMANCE INDICATORS, 20112013


(on net participation basis)
2011

2012

2013

Completed exploration wells, pcs

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 %

** Not including affiliates


** P
 etroChina
20102012 data

The size of the circle corresponds to the


organic reseves increment in 2012-2013

Averange organic RRR 20112013

250 %

Rosneft
200 %
Exxon Mobil
150 %

Gazprom neft

Shell

Lukoil
Chevron

100 %
PetroChina**

BP

50 %
0

10

20

30

40

50

Organic F&D Costs 20112013 $/boe

20

Annual Report 2013|Exploration and production

rosneft

Seismic study in Timan-Pechora province

2013 E&A Main Achievements Onshore


The success rate of exploration
drilling was 76%. The high success
rate was achieved due to reviews
of unsuccessful wells drilled in past
years and application of advanced
technologies for seismic interpretation and well testing;
6 fields and 70 new deposits were
discovered;

E&A efforts delivered reserve additions of the 1 category (Russian


classification, on net participation
basis): oil and gas condensate
250mln t; gas 77 bcm;
10 licenses were acquired worth
58mln tof oil reserves (1+2),
71bcm of gas reserves, also 26mlnt
of oil and gas condensate and
61.5 bcm of natural gas in resources.

76%

SUCCESS RATE of
exploration drilling
IN2013 THE LEADING METRIC
of exploration drilling
AMONG INTERNATIONAL
MAJORS

E&A Synergies from New Acquisitions


Acquisition of new assets increased
the number of licenses from 588
to 846, resulting in the Company
expanding its resource potential and
E&A scope in key regions West
and East Siberia, Volga-Urals and
Timan-Pechora.

providing for maximum efficiency in


E&A planning and performance management in key regions;
In order to improve E&A planning
and performance, efforts were made
toward subsidiaries taking charge of
the corporate R&D centers.

License block management was


redistributed among the subsidiaries,

rosneft

Exploration and production|Annual Report 2013

21

ROSNEFT
RESOURCE BASE

Legend
ABC1+C2 reserves distribution
Oil and condensate,
bln tons

0.12
0.08

Gas, tcm

ARCTIC SEAS SHELF

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

1. North Caucasus and


Southern Federal Districts
INCLUDING SOUTHERN SEAS SHELF
As of 1 January, 2014, recoverable reserves of the 1+2 category (within
the perimeter of IFRS with affiliates)
amount to 0.11blnt (incl.0.02blntof 2)
of oil and condensate and 0.2tcm of
gas (incl. 0.07tcm of 2).
2. Volga-Urals Region
As of 1 January, 2014, recoverable reserves of the 1+2 category (within
the perimeter of IFRS with affiliates)
amount to 0.99 bln t (incl.0.1blntof 2)
of oil andcondensate and 0.1tcm of gas
(incl. 0.02tcm of 2).
Three fields were discovered: Volchiye

22

and Gaurovskoye in the Samara Region


and Rubtsovskoye in the Saratov Region
with 2.2 mmtof oil and condensate
reserves (1+2) and 1bcm of gas
reserves.
3. Timan-Pechora
As of 1 January, 2014, recoverable reser
ves of the 1+2 category (within the
perimeter of IFRS with affiliates) amount
to 0.18blnt (incl.0.03blntof 2) of oil
and condensate and 0.009tcm of gas
(incl. 0.001tcm of 2).
A new play with reserves of 0.1 mmtwas
discovered on the territory of the Nenets
Autonomous District.

Annual Report 2013|Exploration and production

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

new plays were


discovered with 1+2
reserves of 27.3mmt
ofoil AND CONDENSATE
and38.1 bcm of gas

0.87

Three fields were discovered on the territory of the Khanty-Mansi Autonomous


District and the Tyumen Region with
8.2mln tof oil and condensate reserves
(1+2) and 0.4 bcm of gas reserves,
also 6 new plays with 7.9mmt of oil and
condensate (1+2) reserves and
0.3bcm of gas reserves.
In 2013, 7 new deposits were discovered
on the territory of the Yamal-Nenets
Autonomous District with 0.7mmt of oil
and condensate (1+2) reserves
and 8.3bcm of gas reserves.
6. South of East Siberia*
As of 1 January, 2014, recoverable reserves of the 1+2 category (within
the perimeter of IFRS with affiliates)
amount to 1.3 bln t(incl. 0.9 bln tof 2)

rosneft

of oil and condensate and 0.87tcm


ofgas (incl. 0.6tcm of 2).
Rosneft is conducting exploration in the
Irkutsk Region and Evenkia.
Exploration in the Irkutsk Region has
delivered 4 discoveries of new plays
with 5.4mmt of oil and condensate
reserves (1+2) and 13.2bcm of gas
reserves.
7. East Siberia Blocks
around Vankor Field
As of 1 January, 2014, recoverable reserves of the 1+2 category (within
the perimeter of IFRS with affiliates)
amount to 0.9 bln t(incl. 0.3 bln tof 2)
of oil and condensate and 0.6tcm of gas
(incl. 0.3tcm of 2).

The E&A effort of LLC Tagulskoye resulted in 4 discoveries of gas accumulations


with the 1 reserves of 15.7bcm.
8. Far East**
As of 1 January, 2014, recoverable reserves of the 1+2 category (within
the perimeter of IFRS with affiliates)
amount to 0.2 bln t(incl. 0.06 bln tof 2)
of oil and condensate and 0.3tcm of gas
(incl. 0.05tcm of 2).

**VSNK, Irkutsk blocks, VCNG, Bratskecogaz,


Vostok-Energy, SN-Krasnoyarskneftegaz.
**Taas-Yuriakh LLC, Sakhalin, Sea of Okhotsk
offshore Licenses.

Exploration and production|Annual Report 2013

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*

The proven reserves volume is largely


based on the results of the development of existing fields based on their
geology and the technology potential.
At the same time, the Company is active
getting ready to put on stream from
20162019 large new fields in East and
West Siberia, including Suzunskoye,
Tagulskoye, Lodochnoye, YurubchenoTokhomskoye, Russkoye, and the
Kynsko-Chaselskaya group of fields.
Implementation of new technologies,
specifically, drilling wells with long
horizontal boreholes and using multistage hydraulic fracturing, will enable,
mid-term, development to start on
significant oil reserves, including tight
reserves (shale oil). Thus, the potential of
probable reserves, which are over 70%
of proven hydrocarbon reserves, will be
confidently involved in development.
DeGolyer & MacNaughton has audited
Rosnefts reserves, and as of 31 December 2013, the Companys average

Hydrocarbon Reserves Replacement Ratio, (SEC, PRMS) %

Rosneft

287%

BP

199%

Statoil

128%

Total

119%

Eni

105%

ExxonMobil

103%

2013

287
245

2012

237
177

2011

357
161

* SEC-based Reserves Replacement Ratio


(RRR). Rosnefts RRR is aproforma estimate.
s RRR includes its share in the Rosneft
reserves. Eni data is based on preliminary
results.

24

hydrocarbons (oil, condensate, NGL) and


65,937 bcf (1,867 bcm) of gas. Thus, as
of the year end, Rosneft has 24 years of
proven reserves life, including 20 years
of oil and 50 years of gas.

Annual Report 2013|Exploration and production

50

100

150

200

250

300

350

400

Hydrocarbon Reserves Replacement Ratio, SEC


Hydrocarbon Reserves Replacement Ratio, PRMS

rosneft

RN-Yuganskneftegaz LLC

prospective recoverable hydrocarbon


resources are estimated at 339bln boe
(46bln toe), which is nearly 70% more,
year-on-year. Resource additions are
the result of exploration and appraisal
work in the Kara, Laptev, and Black
Seas, as well as the 2013 acquisition of
new licenses for offshore blocks in the
Barents, Pechora, Kara, East Siberian,
Chukchee and Laptev Seas.
E&A in 2013: Main Regions
and Results (on 100% ownership
basis)
West Siberia
Rosnefts E&A efforts in West Siberia are
focused on the Khanty-Mansi Autonomous District (KhMAO), Yamal-Nenets
Autonomous District (YaNAO), the Tomsk
Region (conducted by OJSC Tomskneft
VNK, ajoint venture between Rosneft
and Gazpromneft).
In 2013, on the territory of KhMAO and
the south of the Tyumen Region, in order
to better define the geological structure
of the fields, 2,718sq.km of a3D seismic
survey was done and 39 exploration
wells were drilled with the success rate
of 87%. As aresult of these efforts on

rosneft

the territory of KhMAO, 153mmtof oil


reserves were added, 6 new deposits
and 3 fields were discovered.
In 2013, 16 exploration wells were
drilled on the territory of YaNAO, with
asuccess rate of 81%, and 457sq.km
of 3D seismic were acquired. Reserves
additions amounted to 33 mmtof oil and
46bcm of gas, and 7 new plays were
discovered.

41.8

BLN BOE OF PROVED


PRESERVES (PRMS) AS OF 31
DECEMBER, 2013

In 2013, on the territory of the Tomsk


Region, 480sq.km of a3D seismic
survey was done and 3 successful
exploration wells were drilled. Reserves
additions amounted to 7 mln tof oil and
3bcm of gas.
East Siberia
Blocks around Vankor Field
The reporting year saw 276sq.km of 3D
and 350 linekm of 2D seismic surveys
done and 4 wells tested.
Construction of two appraisal wells was
completed: Yakovlevskaya-2 (Baikalovskiy license block), Kystyktakhskaya-1 (Samoyedskiy license block),

Exploration and production|Annual Report 2013

25

RN-Yuganskneftegaz LLC

339

BLN BOE OF ESTIMATED


AVERAGE PROSPECTIVE
RECOVERABLE RESOURCES,
70% HIGHER, YEAR-ON-YEAR

and CDP-2D seismic was done on the


Ondodominskiy license block.
The E&A effort on the Tagulskoye LLC
blocks resulted in OJSC Suzun discovering 4 new hydrocarbon deposits in
the Suzun and Gorchinskiy fields. Two
wells were tested to 50 targets. 3D field
seismic was shot on the Gorchinskiy,
Zapadno- and Vostochno-Suzunskiy
license blocks.
Reserves additions from the Vankor
project amounted to 12mmt of oil and
27 bcm of gas.

amounted to 14mmtof oil and 15bcm of


gas, as well as the discovery of 4 new
accumulations.
A 3D seismic survey was done on
350sq.km of the YurubchenoTokhomskoye field.
The fast-track reserve estimates show
4mmt of oil and 2bcm of gas reserves
added.
Far East
In the Far East, Rosneft conducted E&A
operations on 5 License blocks onshore.

South of East Siberia


Rosneft is conducting exploration in the
Irkutsk Region and Evenkia.
In 2013, 190 line km of 2D and
1,251sq.km of 3D field seismic surveys
were done in the Irkutsk Region, as well
as 6exploration wells drilled.
Drilling and testing of well 10 on the
Mogdinskiy license block and well 73 on
the Danilovskiy license block resulted
in the discovery of three new accumulations. Total reserves additions resulting
from the E&A work in Irkutsk Region

26

Annual Report 2013|Exploration and production

The reporting year saw one well drilled


on the Kurungskiy license block (well
1), which will be tested in 2014, and
20sq.km of 3D seismic shot on the
Monghi license block.
The fast-track reserves estimates show
1.8mmtof oil and 0.7bcm of gas reserves added.
Timan-Pechora
E&A operations in the Timan-Pechora region (Komi Republic and Nenets
Autonomous District) are performed by

rosneft

LLC RN-Severnaya neft, LLC Kompaniya


Poliarnoye Siyaniye (Polar Lights
aJV with ConocoPhillips) and OJSC
Nyaganneftegaz.
In 2013, 63sq.km of a3D seismic survey was done in the region, 2 appraisal
wells were successfully constructed,
construction of well 21P Nertsetinskaya
of the Berganty-Mylskiy license block
began with the objective of delineating
oil and gas accumulations in the Lower
and Upper Devonian, and Lower Silurian. Drilling and testing will be completed
in 2014.
In 2013, construction of exploration well
174 of the Vostochno-Veyakskoye
field was completed, and it showed
commercial flow rates of hydrocarbons.
Construction of well 1 Labaganskya
was also completed discovering anew
accumulation.
On the territory of Timan-Pechora,
1.6mln tof oil reserves was added and
anew play was discovered.
Volga-Urals Region
In 2013, 1,349 km of 2D and 2,583sq.km
of 3D seismic surveys were done on
the territory of Orenburg, Samara, and
Saratov Regions, and the Republic of
Udmurtia, including 625sq.km of seismic in the fields that are being operated. Testing of 17 exploration wells was
completed.
As aresult of successful E&A efforts,
commercial reserves were confirmed
in the Pokrovskoye, Vostochno-Malakhovskoye, Vostochno-Radovskoye,
Morgunovskoye, Skvortsovskoye, and
Vakhitovskoye fields (7 exploration wells
were successfully drilled with an average flow rate of 65 t/day).

Republics of Ingushetia and Dagestan,


Stavropol and Krasnodar Territory.
In 2013, drilling was completed on well
1016 with aTD of 5700 m in the Upper
Cretaceous. The well was drilled on the
Andreevskiy license block of the Chechen Republic. Drilling began of exploration well 32 Severniye Braguny to
lower targets (1) with aTD of 5800 m.
2D (40 line km) and 3D (100sq.km) seismic surveys were done on the VostochnoGroznenskiy license block, which will
add the required level of detail to the
structure of the Goit-Kortovskoye oil and
gas field that is being developed and
clarify the presence and character of the
projected Avturinskaya structure located
within the Vostochno-Groznenskiy
license block boundaries.
Processing and interpretation was done
of 2D seismic data acquired in the
coastal area of the Caspian Sea (Izberbash field) on the territory of Dagestan.
Preparatory work began to deepen the
exploration well to the design target in
the Safaralinskaya area. The well will be
drilled and tested in 2014.
In Stavropol Territory, comprehensive
review and interpretation of the 3D
seismic data from Rosnefts Russkiy
Khutor Severniy, Nadezhdinskoye, Baidjanovskoye, Vostochno-Bezvodnenskiy license blocks was completed in order to identify development targets and
the location of wells to be drilled. Drilling
of exploration well 400
Zimniaya Stavka was completed and
testing will be completed in 2014.

Three fields were discovered: Volchiye


and Gaurovskoye in the Samara Region
and Rubtsovskoye in the Saratov
Region.
Reserves additions in the region
amounted to 49.4mmtof oil, 48 new
deposits were discovered.
North Caucasus and Southern
Federal Districts
In the south of the European part of
Russia, Rosneft is conducting E&A
operations in the Chechen Republic, the

rosneft

Exploration and production|Annual Report 2013

27

CRUDE OIL
Production

Rosneft is aworld leader in liquid


hydrocarbon production. In 2013, the
Company produced 207* mln tof oil1
(including production from the new
assets accounted for starting from
1January, 2013). Natural gas production over the same period was ca.
42*bcm, which made Rosneft number
3gas producer in Russia.
The Company has aunique portfolio
of assets in terms of the size and
recoverability of reserves. In 2013,
oil produced from its brownfields
amounted to around 80%. Alot of
credit goes to the Companys experts
for reducing the natural liquid production decline rate in West Siberia
brownfields by 3%. In 2013, growth
was shown by the Samaraneftegaz
brownfields in the Volga-Urals
region (2.9%), active greenfields in
East Siberia Vankor (17.8%) and

207

MILLION TONS* OF LIQUIDS


OUR PRODUCTION IN 2013

Verkhnechonskoye (7%), and the Uvat


group of fields in the south of the
Tyumen Region (18.4%).
The target the Company set for 2014
is to achieve further stabilization of
brownfield production and planned
production increases from greenfields,
as well as preparing Vankor-based
greenfields for commercial operation.
Rosneft is producing oil via its twenty
nine subsidiaries and joint ventures in
West and East Siberia, Timan-Pechora, Central Russia, the south of the
European part of Russia, and in the Far
East. The Company owns a20% stake
in the Sakhalin-1 project and 50% stake
in Tomskneft, included in the reporting
statements based on proportional consolidation, and produces oil and gas via
three joint ventures accounted for based
on its participatory interest therein:

1. Hereinafter oil production means oil, gas


condensate and liquids production, where
applicable.

28

In 2013, the Companys efforts were


focused on:

maintaining brownfield production

in West Siberia and the Volga-Urals


region, including by rolling out new
technologies;
growing production and developing
greenfields (Uvat group, Vankor and
Verkhnechonsk) according to the plan;
opex and capex optimization, including
by executing programs aimed at energy
efficiency improvement;
integrating assets TNK-BP.

2013 Oil and Gas Production Achievements


1. Successful integration of new
assets.

hydraulic fracturing and delivering


a2.9% growth, year-on-year.

2. 14 October, 2013, deals were


closed on consolidating a100% stake
in Taas-Yuriakh Neftegazdobycha LLC
engaged in acomprehensive development of the Srednebotuobinskoye
oil gas and condensate field on the
territory of the Republic of Sakha
(Yakutia), one of the largest fields in
East Siberia.

5. The Company was the first in


Russia to drill 6 mln meters (including
affiliated companies) with horizontal
wells making up 23.5%.

3. Growing production from greenfields Vankor, Verkhnechonsk and


Uvat projects, where average annual
growth, year-on-year, was 15.6%.

* Pro forma data.

Udmurtneft 49.54%, Poliarnoye Siyaniye


(Polar Lights) 50.0%, and Slavneft
49.94%. On top of that, the Company
has astake in joint ventures on the
territory of Venezuela, Vietnam, Canada,
Brazil, Norway, Algeria, UAE, and USA.

4. Growing production in amature


region: OJSC Samaraneftegaz
increased production from its
brownfields by active application of

Annual Report 2013|Exploration and production

6. The associated gas utilization


program at Company brownfields
and Vankor, amajor field and the hub
of anew petroleum province in East
Siberia, continued aiming to increase
the utilization level. Pursuant to the
field development design solutions,
gas injection to maintain reservoir
pressure began in 4Q.
7. Rolling out the horizontal multifracked well drilling technology in the
Companys key assets.

rosneft

MAP OF ROSNEFTS KEY PRODUCING ASSETS AND GREENFIELDS (onshore)

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

2013 oil production,


mln t

growth is associated with the consolidation of new assets and consolidation


of ITERA, also, RN-Yaganskneftegaz and
Vankorneft delivering programs aimed at
prudent utilization of associated petroleum gas, and RN-Krasnodarneftegaz efficiently stimulating gas wells to
improve recovery.
In 2013, 150 horizontal multi-fracked
wells were commissioned. Their flow
rates are 2-3 times higher than those of
conventional directional wells drilled in

2013 gas production,


bcm

asimilar geological environment. This


technology is especially valuable as an
enabler for developing tight oil reserves
inaccessible to other technologies.
In total, in 2013, organic production
growth from the Vankor, Verkhnechonsk
and Uvat projects, year-on-year, was
15.6%*; 300* new wells with an average flow rate of 137.7 t/day were put on
stream to boost production.

2013 Synergy Effect from New Asset Integration


1. The 2013 capex synergy effect
for the Yamal projects is estimated at
RUB 1.8 bln, including by contractor
services optimization, such as
Suzun engineering & design costs
and construction & assembly costs,
and project execution schedule
optimization based on shared
infrastructure use.

well workover, transportation and road


repair and maintenance rates used by
subsidiaries, as well as of anumber of
non-core services. Application of best
business practices in 2013 resulted
in OPEX synergies estimated on the
order of RUB 1.9 bln. OPEX synergy
effects are expected to continue in
2014.

2. Resulting from the new asset


integration, the Company achieved
unification of approaches to doing
business in all key subsidiaries. It
conducted internal benchmarking of

3. Change management in order to


improve performance. Development
and approval of the Company Standard
for Major Project (Development
Program) Management in Exploration

& Production, as part of the work done


by the Working Subgroup on Change
Management led by the Company First
Vice President in accordance with the
plan approved by the Vice PresidentChief of the Presidents Staff. The draft
Internal Regulatory Documents have
been developed incorporating the best
Russian and foreign practices of major
project execution to be piloted in major
Upstream and Gas Stream projects
(Russkoye, Lodochnoye, Tagulskoye,
and Suzunskoye fields, and Rospan full
field development).

* Pro forma data.

rosneft

Exploration and production|Annual Report 2013

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.

the companys potential to bring in tight


reserves.
OJSC Samotlorneftegaz
The Samotlor field is one of the Companys strategic assets. Since the beginning of its development in 1969, 2.7 bln
tof oil has been produced.
The field is more than 70% depleted. Most of its residual reserves are
hard-to-recover and are concentrated in
the 1-2 Ryabchik formation.

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:

Stabilization of base production,

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.

In 2013, 964 new wells were commissioned, incl. 38 horizontal multi-fracked


wells. Large-scale implementation of
these technologies significantly expands

2.7

BILLION TONS OF OIL


HAVE BEEN PRODUCED
AT SAMOTLOR SINCE
THE BEGINNING OF ITS
DEVELOPMENT

30

West Siberia brownfield production stabilization

4Q2013

-3%
4Q2012

-7%
4Q2011

Annual Report 2013|Exploration and production

rosneft

OJSC Samaraneftegaz

South of Tyumen Region


Uvat group of fields
LLC RN-Uvatneftegaz is the operator of the
Uvat project which is essentially agroup
of 14 license areas, with 12 of these being
located in the southern Tyumen Region,
over 400 km from the City of Tyumen, two
in the Khanty-Mansi Autonomous District
Yugra. Total project area is 26.6 thousand
square kilometers.
The Uvat project produced its first oil in
2007 on the Urnenskoe and UstTegusskoe fields, the largest ones of
those discovered by geologists in Uvat.
At present, production is ongoing at
seven fields, Kalchinskoe, Yuzhno-Petyegskoe, Urnenskoye, Ust-Tegusskoye,
Tyamkinskoe, Severo-Kachkarskoe, and
Radonezhskoe. In 2013, two new fields
were discovered, Severo-Keumskoe, and
Kirilkinskoe.
In 2013, 8,847.6 thousand tons of oil was
produced, up 26% year-on-year. Average
well flow amounted to 59.7 tons/day in 2013.
The primary source of growth were 139
newly drilled wells, including 16 horizontal

rosneft

wells with aggregate production of


1,867.4 thousand tons. These wells
feature high starting debits, above 100
tons/day.
Actual incremental oil production in
2013 brought by 157 well interventions
amounted to 2,035.7 thousand tons.

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.

Exploration and production|Annual Report 2013

31

CJSC Vankorneft

70

MILLION TONS OF OIL


PRODUCED AT VANKOR FIELD
SINCE THE BEGINNING OF ITS
COMMERCIAL DEVELOPMENT
ON 21 AUGUST 2009

20

MILLIONTH TON OF
OIL PRODUCED AT
VERKHNECHONSKOYE OIL
FIELD IN JULY 2013

Vankor field at the center of an emerging oil and gas province of


international significance
Vankor field is one of the five largest
global discoveries over the past 20
years. It accounts for 4% of Russias
total oil production.
In 2013, Vankor oil production grew by
17%, year-on-year, and amounted to
21.4 mln t.
In 4Q, 2013, the Company reached in
Vankor ahistorical peak production
rate of 59.3 kt/day. 105 new wells
were commissioned with the average
flow rate of 180 t/day. The Company
continued its program of improving
associated gas utilization and in 4Q,
2013 began gas injection as amethod
of enhancing oil recovery.
In November, 2013, CJSC Vankorneft
was chosen as the operator of the
regions greenfields, Suzunskoye,
Tagulskoye, and Lodochnoye, and
was given the task of developing the
Vankor cluster with the total production
potential of 50mmtper annum.
The Suzunskoye, Tagulskoye, and
Lodochnoye fields being located
in close proximity to Vankor will
significantly boost their development
efficiency, which, in particular, means:

32

Annual Report 2013|Exploration and production

sharing of oil transportation


capacities
optimization of equipment and personnel delivery logistics
sharing of power capacities (creation
of asingle power hub)
mobilization of drilling contractors
joint field infrastructure and operation management
The total synergy effect from creating
the Vankor cluster is estimated at
$1.5 bln.
In 2014, Vankorneft will continue
preparation of the Suzunskoye,
Tagulskoye, and Lodochnoye
fields for commercial operation.
Development drilling, surface facility
construction, and drilling of one
exploration well are planned to begin
in Suzunskoye. Two exploration wells
will be tested in the Tagul license
block, and drilling on two exploration
wells will begin in the Lodochnoye
field. The Company will continue
looking for new hydrocarbon reserves
in the nearby blocks. The Vankor
cluster fields are planned to start
being put on stream in 2017.

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.

oil and 154.8 bcm of gas. In terms of the


reserve size, the field belongs to subsoil
blocks of the federal level and is one of
the largest in East Siberia.

The field is being drilled with high-tech


horizontal wells ensuring high flow rates.
In 2013, 56 wells were commissioned
after drilling, with 131t/day of average
incremental production (1.8% flow rate
increase, year-on-year) resulting in 994
kt of incremental production, overall.

SB was discovered in 1970. Until 2013,


it had been operated in pilot production
mode. On 11 October, 2013, stock-tank oil
began to be pumped via own 169km oil
pipeline for custody transfer at the tie-in
point to Transnefts East Siberia-Pacific
Ocean (ESPO) pipeline system (near the
town of Lensk).

Sergei Yeroschenko, Irkutsk Region


Governor, when visiting the VCNG field
noted that OJSC Verkhnechnskneftegaz
(VCNG, field Operator) was apositive
example for enterprises operating in the
region, both from the perspective of its
corporate culture and commitments
under socio-economic cooperation
agreements with the regional
government.

2013 oil production was 216.8kt, with


the stock of active wells reaching
29wells by year end.

Republic of Sakha (Yakutia)


Srednebotuobinskoye Field
LLC Taas-Yuriakh Neftegazodobycha
owns licenses for the development of
Tsentralniy and Kurungskiy blocks of the
Srednebotuobinskoye (SB) oil, gas and
condensate field. The 1+2 reserves of
the blocks are estimated at 133.7 mmt of

Exploration and production|Annual Report 2013

33

Hard-to-Recover
Reserves

In 2013, the President and Government


of the Russian Federation approved
anumber of important tax initiatives
that will create conditions for developing key projects aimed at future
hydrocarbon production. On 23 July,
2013, Russia passed the Federal Law
(N213-FL) on Amending Chapters
25 and 26, Part 2, of the Russian
Federation Tax Code and Article 3.1 of
the Customs Tariff Law providing tax
incentives and stability guarantees for
hard-to-recover oil reserve development projects. Thetotal amount of
discovered recoverable reserves in the
regions where Rosneft operates is
in excess of 1.4blntons.

Bazhenov and Achimov


Formations

Based on the Pilot Program results, in


2016 the parent companies will make
adecision on whether development of
tight Achimov and Bazhenov formations
on the territory of RN-Yuganskneftegaz
operations is economically feasible.

As part of ajoint project on studying


the possibility of commercial production from tight Achimov and Bazhenov
formations, asecond final agreements
package on creating aJV with ExxonMobil was signed 17 December, 2013.
The purpose of the JV is joint implementation of pilots in West Siberia. On
18 December 2013, ExxonMobil made its
first payments toward covering agreed
amounts of historical costs and 2013
Pilot Program costs (RUB 1,171mln and
RUB 586mln, respectively).

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.

As part of complying with agreement


commitments, ajoint RosneftExxonMobil group of experts developed
a2014 Pilot Work Program for the
Trizneft-Pilot JV. The Program includes
drilling up to 4horizontal multi-fracked
wells and anumber of vertical well
investigations (coring and core testing,
logging, hydraulic fracturing, reactivation of exploration wells). The work will
be paid for by the ExxonMobil carry
arrangement.

On 6 December 2013, the parties signed


Shareholder and Operating Agreement
setting the principles of joint Domanik
Pilot Program execution, creation of
ajoint Operator company, Operator
corporate governance principles and
Project funding procedures. The parties
plan to execute the Final Agreements
and create the JV by end of 2014.

Income distribution from oil sales and hard to recover reserves,


$/bbl
45.3
29.8
24.9
Current tax system

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

Subsoil user income MET


Export duty

34

Annual Report 2013|Exploration and production

40

60

80

100

120

Reserves distribution (ABC1+C2), mln t

rosneft

MAP OF HARD-TO-RECOVER RESERVES IN COMPANY FIELDS

Geography of ABC1/C2 reserves, mln tons

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

The multi-stage hydraulic fracturing


technology gave anew impetus to asset
development. During the first pilot, 22
wells are planned to be drilled with the
project set to be expanded gradually to
cover all blocks of the field. In total, over
200 multi-fracked wells are intended to
be drilled.

1.4

>

BLN TONS COMPANY


TOTAL DISCOVERED hardto-recover RESERVES

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.

Exploration and production|Annual Report 2013

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.

The Orlan platform in the Sea of Okhotsk

Projects
on the Russian
Continental Shelf

Rosnefts Key Offshore Projects

ExxonMobil

ExxonMobil

Statoil
Eni

Laptev
Sea

Kara
Sea

Barents
Sea

Chukchi
Sea

Statoil

Rosneft is the leader of Russias


continental shelf development. The
Company has 46 license blocks with
total hydrocarbon resources of over
43 blntoe in the Arctic, Far East, Black
and Caspian Seas and the Sea of Azov
in the south of Russia. Rosneft has
strategic partnership agreements with
major IOCs who have advanced expertise in offshore project development.
In 2013, the Company carried out an
unprecedented amount of E&A work,
geological surveys and environmental
and fishery studies in the Russian
Arctic and Far Eastern continental
shelf.
In 2014, Rosneft is planning to begin
wildcat offshore drilling in the Arctic
and drill the first well in the Kara Sea.

3. Delivery of alarge-scale E&A


program for license blocks in the
Barents, Pechora, Kara Seas
and the Sea of Okhotsk:

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.

2D seismic survey of 32.5 th. line km


3D seismic survey of 2.6 th.sq.km
Surveys of 11 sites to identify drilling

locations
Environmental and fishery studies on
11license blocks

actions compliant with best international


standards by way of getting ready for
exploration well drilling in the Kara Sea,
including:
investigation of the ice situation and
organization of an ice protection
system;
organization of ametocean monitoring system;
provision for installing additional
blowout prevention equipment units;
development of amarine operations
plan to support offshore drilling;
development of oil spill response
plans.

Operating Agreements were signed


with ExxonMobil on projects in 7 new
license blocks in the Kara, Chukchee
and Laptev Seas.

Final agreements were signed with the

Jointly with ExxonMobil, work began

with INPEX on offshore projects in the


Sea of Okhotsk (Magadan-2 and
3license blocks).

38

ExxonMobil
Gulf
of Mexico

ExxonMobil

SODECO

Eni

ONGC
Sinopec
South China
Sea

ExxonMobil

ONGC
PetroVietnam

Performing acomprehensive set of HSE

Parent Company, Shareholder and

A cooperation agreement was signed

Black
Sea

4. Identifying the location for


drilling the first exploration well in
the Universitetskaya structure of
Vostochno- Prinovozemelskiy Block-1
in the Kara Sea ayear ahead of the
deadline specified by the license.

2. Signing of agreements
with strategic partners:

following strategic partners: ExxonMobil


(Kara and Black Sea projects), Eni and
Statoil ( joint work on the Russian
continental shelf). Joint operating companies were established.

INPEX

Sea
of Okhotsk

Annual report 2013|Offshore projects development the forefront of the world energy sector

on assessing and preparing ashort list


of new drilling platform concepts to be
operated in the Arctic conditions, both
in shallow and deep-water blocks. 14
drilling platform designs of all existing
types developed by the worlds leading
designers are being reviewed.

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.

The main types of vessels and offshore


facilities required for the Companys
offshore projects have been identified.
Functional specifications for each type
have been developed.
Work has commenced to develop an
offshore field development concept for
the varying natural/climate and mining/
geological environments of the Russian
continental shelf.

ROSNEFT

Russian offshore taxation is one


of the worlds most attractive
64.1

6.4

70.5

Current tax regime

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

Profit tax* Revenue tax


* Given identical cost structure and oil price of $100 per barrel
Sources: PricewaterhouseCoopers Worldwide Tax Summaries Corporate Taxes 2013/14, EY
Global oil and gas tax guide 2013

Offshore projects development the forefront of the world energy sector|Annual report 2013

39

Offshore Projects:
Main Results

Russian Southern Seas


OffshoreProjects

Arctic Offshore
Projects

Rosneft holds the following licenses


in the southern part of European
Russia: the Tuapse Trough, ZapadnoChernomorskiy block and YuzhnoChernomorskiy block (Black Sea shelf),
Severo-Kaspiyskiy block and ZapadnoRakushechnoye field in the Caspian
Sea, Temriuksko-Akhtarskiy block and
Novoye field in the Sea of Azov. The
Company is developing some of these
areas on its own and some are being
developed in partnership with major
Russian and foreign companies.

In 2013, Rosneft operated on 25 subsoil


blocks in the areas of the Barents,
Pechora, Kara, Laptev, East-Siberian, and
Chukchee Seas.
Liquid hydrocarbon resources of 25
Arctic offshore blocks amount to 18,811
mmt according to DeGolyer & MacNaughton end of 2013 estimates, gas
resources to 21,473 bcm. In addition,
the Company has estimated, on apreliminary basis, the East-Siberia-1 license
area resources, 1,367mmt of oil and
1,166bcm of gas. There were previous field discoveries in three Pechora
blocks Severo-Guliayevskoye, Pomorskoye, Medynskoye-More, and Varandeyskoye-More, with total 1+2 category
oil and condensate reserves of 117mln t,
gas 79bcm.
Seismic and geological data of the past
years were acquired for the new blocks
and preparation began for 2014 field
surveys.
In 2013, 6,535 line km of 2D seismic was
done on Vostochno-Prinovozemelskiy-1,
2, 3 license blocks, and 1,844sq.km of
3D seismic on Vostochno-Prinovozemelskiy-2. Four sites were surveyed for drilling and geochemical analysis was done
on Vostochno-Prinovozemelskiy-1, 2.
In 2013, 1,060 line km of 2D seismic and
387sq.km of 3D seismic were done on
the Yuzhno-Russkiy license block. One
site was surveyed for drilling.
In 2013, 219sq.km of 3D seismic was
done on the Medynsko-Varandeyskiy
license block.
In 2013, 6,750 line km of 2D seismic was
done on the Fedynskiy license block.
In 2013, 3,200 line km of 2D seismic was
done on the Tsentralno-Barentsevskiy
license block.

The blocks in the Black and Caspian


Seas and in the Sea of Azov have huge
resource potential; their projected
recoverable resource is 3.5bln tof
liquids and 81.2bcm of gas; AB1+2
recoverable reserves (the IFRS perimeter,
with affiliates) of the two fields amount to
6.9 mmt of oil and condensate, 0.8bcm
of gas. The Black Sea in that area is
quite deep (1-2km), therefore development requires abig investment. On the
Tuapse Trough block, Rosneft is working
with ExxonMobil, on Zapadno-Chernomorskiy block with Eni, and is now
looking into the possibility of involving
partners in the Yuzhno-Chernomorskiy
license block.
In 2013, preparation work continued for
exploration drilling in the Southern Seas
of Russia.
Processing of 4,800sq.km of the
Tuapse license blocks 3D seismic data
was completed; the upper part of the
3D seismic cube (2,400sq.km) was
processed to support site surveys, and
three sites were surveyed as potential
candidates for drilling.
The upper part of the Zapadno-Chernomorskiy license block 3D seismic cube
(800sq.km) was processed; three sites
were surveyed as potential candidates
for drilling.
Processing of the Yuzhno-Chernomorskiy license block 2D seismic acquired
in 2012 was completed.
Site 1 of the Zapadno-Rybachiya
structure (Severo-Kaspiyskiy block) was
surveyed for artificial island construction.
A license for hydrocarbon exploration

40

Annual report 2013|Offshore projects development the forefront of the world energy sector

and production was acquired for the


Zapadno-Rakushechnoye field in the
Caspian Sea.
Site surveys began on the TemriukskoAkhtarskiy license block (Sea of Azov),
specifically at adrilling site for appraisal
well Geologicheskaya-1.
A license for hydrocarbon exploration
and production was acquired for the
Novoye field in the Sea of Azov, preparations for development are underway.
Russian Far Eastern
Offshore projects
In the Far East, Rosneft is operating on
14 license blocks on the Sea of Okhotsk
shelf. The recoverable resources of oil
and condensate on the blocks were
1,784 mmt according to DeGolyer &
MacNaughton estimates as of the end of
2013, of gas at 2.3 tcm; the recoverable reserves of discovered fields
(including Sakhalin-1 project) are 264mln t
of oil and condensate and 496bcm
of gas, of which Rosnefts net share
is 74mln tof oil and condensate and
104bcm of gas.
At the end of 2013, licenses for Sakhalin-3 (Veninskiy block) and Sakhalin-5
(Kaigansko-Vasiukanskiy block) expired.
Applications were filed for production
licenses in relation to the SeveroVeninskoe gas condensate field, and for
exploration and production licenses at
the Kaigansko-Vasiukanskiy Sea. In late
2013, new licenses were acquired for
Vostochno-Pribrezhniy, and AmurLimanskiy blocks.
In 2013, Rosneft was active in 6 E&A
offshore projects (Sea of Okhotsk)
Astrakhanovskoye MoreNekrasovskiy,
Lisianskiy, Kashevarovskiy, Magadan-1, 2,
3. The Company is doing some of these
projects on its own and some are being
done in partnership with Statoil and
INPEX. In 2013, Rosneft was working on
another 5 blocks Lebedinskoe field,
Sakhalin-3 (Veninskiy block), Sakhalin-5 (Kaigansko-Vasiukanskiy block),
Northern part of the Chaivo field, and
Northern end of the Odoptu-More field,
including R&D work, design survey,
preparation of technical design documentation, recovery feasibility document, Engineering and Procurement.

ROSNEFT

Seismic studies in the Sea of Okhotsk

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.

offshore fixed platform top structure is


going to be transported and installed.
Then development drilling will begin. All
preparatory work, including setting the
platform gravity base, was completed in
2012-2013.
Severnoye Chaivo
Project

Successful operating performance was


achieved against the background of
opex savings of 11% and CAPEX savings
of 20% vs. planned.
2014 is expected to see athird field,
Arkutun-Daghi, put on stream. During the
summer season, the Berkut ice-resistant

In order to optimize Rosnefts CAPEX


and begin early production, negotiations
were conducted with the Sakhalin-1

ROSNEFT

meters
RECORD-LONG Z-42
WELL WAS COMMISSIONED

In 2013, an active phase of the project


focused on the northern tip of the Chaivo
field began. Rosneft acquired alicense
for the block in December 2011.
ExxonNeftegaz Limited (Sakhalin-1
Operator) and Rosneft prepared and
submitted in November 2013 to the Central Development Commission with the
Federal Agency for Subsoil Use adesign document entitled Supplement to
the Chaivo Field Technological Development Scheme (FDP). The CDC issued
apositive opinion of the joint document,
which envisions the use of extendedreach well technologies to develop
Severnoye Chaivo. As is known, these
technologies proved very effective in
developing Sakhalin-1 fields.

The Chaivo and Odoptu fields, part of


the Sakhalin-1 project, were operated
using state-of-the-art technologies and
work management methods. Anew
drilling record was set in drilling extended-reach wells (Yastreb rig): the longest
well in the world, Z-42 (12,700 m) was
drilled, completed and commissioned.

12,700

Offshore projects development the forefront of the world energy sector|Annual report 2013

41

Oceanographic station setup

Consortium and the Authorized Government Body to consider the possibility


of using the Sakhalin-1 infrastructure for
production, processing and transportation of oil and gas from the northern tip
of the Chaivo field.
A service contract for drilling and
testing two wells was executed with the
Sakhalin-1 consortium in in August 2013.
It will help the Company comply with its
license commitments regarding commissioning of Severnoye Chaivo. The
drilling contract becomes effective after
being endorsed by the Authorized Government Body (approval was received in
February 2014).

Severo-Veninskoye gas and condensate


field. The license is expected in 2014.
Preliminary site surveys were done as
part of preparing an investment justification document, TEO Investment, as well
preparing atechnological development
scheme (FDP) for the Severo-Veninskoye field.
Analysis was completed of core, drilling
cuttings, and fluids from well Severo-
Veninskaya 3 drilled in 2012; also, 3D
seismic data were reinterpreted.
Sea of Okhotsk Shelf E&A

Sakhalin-3 Project (Veninskiy Block)

In 2013, atotal of 15,000 line km of a2D


and 110sq.km of a3D seismic surveys
were done by Rosneft in the Sea of
Okhotsk; also, four wellheads were
examined.

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.

In 2013, 110sq.km of a3D seismic survey was done on the Astrakhanovskoye


MoreNekrasovskiy license block,
preparation for 2015 drilling began, and
the wellhead of Astrakhanovskaya- More
-1 well was examined.

To continue the project, an application was submitted to the Russia


Natural Resources Ministry for a
hydrocarbon production license for the

In 2013, 2,658 line km of a2D seismic


survey was done on the Magadan-1
license block, and the wellhead of Khmitievskaya-2 well was examined.

The block is expected to come on


stream in late 2014.

42

Annual report 2013|Offshore projects development the forefront of the world energy sector

In 2013, 2,200 line km of a2D seismic


survey was done on the Magadan-2
license block, and the wellheads of
Magadanskaya-1 and Magadanskaya-2
wells were examined.
In 2013, 2,800 line km of a2D seismic
survey was done on the Magadan-3
license block.
In 2013, 5,265 line km of a2D seismic
survey was done on the Lisianskiy
license block.
In 2013, 2,077 line km of a2D seismic
survey was done on the Kashevarovskiy
license block.

ROSNEFT

Sokol offshore mooring

2D Seismic Surveys in the Sea of Okhotsk

2012

0.3
0
5.3

2013

15
15
0

2014

1
1
0
0

10

15

20

E&A plan E&A actual License commitments

3D Seismic Surveys in the Sea of Okhotsk

2014

1500
0
100

2013

110
110
0

2012

110
0
0
0

500

1000

1500

2000

E&A plan E&A actual License commitments

ROSNEFT

Offshore projects development the forefront of the world energy sector|Annual report 2013

43

Improving Efficiency
of Contractor/Supplier
Relations

Rosneft is the biggest consumer


of goods, equipment and services
among Russian oil and gas companies.
In2013, Russian suppliers and contractors accounted for 87% of contracts in
monetary terms.

Rosneft Strategic Priorities


with respect to Suppliers and
Contractors

Regulatory compliance in procurement


activities;

Boosting competition among bidders by


increasing their number and involving,
among others, small and medium
businesses;
Improving information access for all
bidders;
Development of e-commerce (creation
of own electronic trading floor, automation of tender processes);
Engagement in Russian Government
Programs aimed at providing more
access to infrastructure monopolies
and government-invested companies
procurement processes for small and
medium businesses, and in programs of
interaction with related industries.

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

Annual report 2013|Improving efficiency of contractor/supplier relations

ROSNEFT

http://zakupki.rosneft.com/zakup

Improving efficiency of contractor/supplier relations|Annual report 2013

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.

Fuel station of OJSC Rosneft-Stavropolye

CRUDE OIL REFINING:


QUALITY, EFFICIENCY, INDUSTRIAL
AND ENVIRONMENTAL SAFETY

Rosneft is the leader of the Russian


refining industry. The Company owns
and operates 11 refineries in key
regions of Russia. In 2013 the total
throughput reached 97.7* mln t.
The Company is implementing alargescale refinery modernization program
that will enable it to increase the
refining depth up to 81% and ensure
compliance with the terms of 4-sided
agreements.

Rosneft refining assets in Russia

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

REFINERIES MODERNIZATION: COMPLETION STATUS


Tuapse

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

Light product yield

Cat cracking

Light product yield

Hydrotreatment

Euro-5 motor fuels

Hydrotreatment

Euro-5 motor fuels

Reforming

Euro-5 gasoline

Reforming

Euro-5 gasoline

Alkylation

Euro-5 gasoline

Alkylation

Euro-5 gasoline

Refining depth

Coking1
Hydrocracking

Light product yield


Euro-5 gasoline

MTBE

Coking1
Hydrocracking
MTBE

Refining depth

Completion in 2015

Ports of presence

Light product yield


Euro-5 gasoline

1. Note: Delayed coking or flexicoking

48

Annual report 2013|Refining, commerce and logistics

ROSNEFT

ROSNEFT

Refining, commerce and logistics|Annual report 2013

49

The Companys refining capacity in 2013


Refinery

Design capacity,
mln tn

Refinery throughput,
mln tn

Tuapse

12.0

5.6

52.5

Achinsk

7.5

7.4

55.5

Angarsk Petrochemical Company

Light products yield,


%

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

The Samara group:

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

Refineries of JV ROG (Germany)***

11.5

10.6

1.7

5.8

1.48**

Mozyr Refinery (processing arrangement)


Mini-refineries

31.0

* TNK-BP Holding Group refining volumes incorporated starting from 21/03/13.


** Without returns.
*** Rosneft share.
**** Krasnoleninsk Oil Refinery; Nizhnevartovsk Oil Refining Association; Strezhevskoy Oil Refiner.

Structure of petroleum product output, mln tons*


Naphta

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

Angarsk Petrochemical Company

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

Refineries of JV ROG (Germany)

0.5

2.1

0.6

4.5

0.3

2.6

The Samara group

0.9

3.0

0.6

7.3

6.9

1.8

Other (inc. mini refineries)

0.7

0.1

0.6

1.4

* Without 1.6 mmt of Mozyr products (third-party processing).


** TNK-BP Holding Group output volumes incorporated starting from 21/03/13.

Strategic priorities in Refining

Full compliance with Health, Safety,

andEnvironment standards will enable


the Company to:
ensure high level of health and safety
standards;
ensure operations continuity;
maintain achieved throughput
volume;

The quality of end products that meet

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

Increase in the light products yield

through optimizing the configuration and


developing conversion processes will
enable the Company to:
ensure competitive advantage of its
refining portfolio within the industry;
ensure the growth of added value of
petroleum products;
provide for the development of the
sales channels by increasing output
of products of stretched balance
in Russia (gasoline, jet fuel, winter
diesel fuel);
reduce costs of products logistics;
reduce future operating and capital
sustaining costs by implementing
new, more efficient process units.

Annual report 2013|Refining, commerce and logistics

At the same time, an unconditional


priority during implementation of the
Companys refining strategy is fulfillment
of its commitments under the Quadripartite agreement, signed between Rosneft,
among other oil companies, and the
government agencies, the Federal
Antimonopoly Service, Rosstandart and
Rosteknnadzor, in regards to execution
of investment programs for construction
and modernization of Russian refineries and output of petroleum products
compliant with the requirements of the
Technical Regulations for the period until
2020.

ROSNEFT

Main achievements in Refining in 2013


Maintaining high standards of product
quality is akey priority of Rosneft
refining activities.
In 2013 the Company continued to
implement at its refineries specific
actions to fully switch to production of
fuels compliant with the Euro-5
environmental standard. The
Company also continued to work on
increasing refining depth, improving
refining operating efficiency and
industrial and environmental safety.
Syzran Refinery
Start of production of Premium-95
gasoline and diesel fuel, both
compliant with the requirements of the
Euro-5 environmental standard.
Novokuibyshev Refinery:
Implementation of synergies with new
assets: production of Regular-92 and
Premium-95 (Euro-5) gasoline, using
alkylate from the Ryazan Refinery.
Kuibyshev, Achinsk, Angarsk,
andKomsomolsk Refineries:
Start of production of gasoline
and diesel fuel compliant with
the requirements of the Euro-5
environmental standard.
Modernization of the Tuapse
Refinery is akey element
ofCompany refining
performance improvement by:
Satisfying growing demand in high
quality motor fuels in the south of
Russia.

Expanding the range of alternative


options for crude oil export, considering the Companys unique geographical location and transshipment
capacity in Tuapse.
Saratov Refinery
Commissioning of the isomerization
unit, reconstruction of the second
stage of the crude desalter/AVT-6 unit,
increasing its capacity up to 7.0mmtpa;
reconstruction of the vacuum tower
K-10, expanding the diameter of transfer
pipeline, which enabled to increase the
output of vacuum gas oil; visbreaker
capacity increased to 1 mmtpa.
Komsomolsk Refinery
As part of the efforts to examine the
possibility of using alternative feedstock
at the Company production facilities,
apilot run with Skovorodino crude oil
was completed at the Komsomolsk
Refinery.
During the river floods in the Far East
region, the specialists of Refining and
Petrochemicals Stream were managing
and coordinating their actions in real
time with the Rosneft central office
in order to prevent an escalation of
emergency situations atthe Companys
production facilities. Implementation of
urgent measures helped to mitigate the
consequences of the emergency, avoid
downtime of production facilities of
the Komsomolsk Refinery, and deliver
theproduction program.

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

Synergies from integration of new assets


The main areas of synergies in oil
and gas processing, resulting from
integration of new assets, are the
following:
Optimization of planning and execution of refinery turnarounds;
Optimization of plants throughput;
Increased refining efficiency thanks
to implementing best practices;
Savings by eliminating duplicate
capital expenses in gas processing.
The major synergy is expected in
increased operational efficiency
thanks to experience exchange and

ROSNEFT

implementation of best practices,


aswell as execution of the following
programs:
energy efficiency improvement
atrefineries;
production loss management;
optimization of process unit
operations (introduction of the
most appropriate operating mode
of the process equipment, audits
and implementation of process unit
mini-projects to increase the light
products yield);
production costs reduction.

Refining, commerce and logistics|Annual report 2013

51

Creation of apowerful
refining center
in EAST SIBERIA
ANDthe Far East

Rosneft is creating apowerful refining center in East Siberia and the


Russian Far East to serve the regions
growing need for sufficient volume of
high quality fuel at competitive prices.
Stable supply of high quality fuel to industrial customers and to the regions
retail network will create additional
conditions conducive to economic
development of the Russian Far East.
As aresult of the important upgrade
of production facilities at the Komsomolsk and Achinsk Refineries and the
Angarsk Petrochemical Co., as well as
development of the project The Eastern petrochemical company, the Company will become more competitive for
export to the Asia-Pacific markets.

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%.

Construction and assembly operations


are underway at:

the combined coke production unit with


feedstock capacity of 1 mmtpa;

the 3.65 mmtpa hydrocracker-hydrotreater complex.

In 2013, the Company carried on with


implementing the 3.65 mmtpa VGO
hydrocracker / diesel fuel hydrotreater
construction project.

Total investments in the Achinsk Refinery


in 2013 amounted to RUB 21.14 bln.
Angarsk Petrochemical Company

In particular, zero cycle construction


and assembly for the the complex units
were completed; the reactors were
delivered and assembled. Assembling
of steel work and equipment of the
sulphur recovery unit and hydrogen unit
is underway, as well as construction of
off-site facilities.
Total investments in the Komsomolsk Refinery in 2013 amounted to RUB 17.35 bln.
Achinsk Refinery
In 2013 the Achisk Refinery processed
7.4mln tons of crude oil, and manufactured 7.1mln tons of end products. The
refining depth was 61.3%.
The plan for fulfillment of the Quadripartite agreement on fuel production in
compliance with the requirements of the
Technical Regulations, was delivered in
full across the petroleum product range.
In the period from June to November
the reactors for the hydrocracker-hydrotreater were delivered to the refinery
site. This delivery set new Russian and
European records in transporting aload
of over 1,000 tons over the longest distance (203 km) by automotive transport.
In December the assembling of reactors

52

of the VGO hydrocracker diesel fuel


hydrotreater was completed.

Annual report 2013|Refining, commerce and logistics

In 2013, the Angarskaya Petrochemical


Company processed 10.1 mmt of oil. The
refining depth was 72%.
Construction and installation work is
underway at the diesel fuel hydrotreater, the sulfuric acid alkylation complex,
the gasoline hydrotreater, the catalytic
cracker, and the MTBE production unit.
Total investments in the Angarsk
Petrochemical Company amounted to
RUB17billion in 2013.
The project of construction of apetrochemical complex in the Far East The
Eastern Petrochemical Company (VNHK)
In 2013 Rosneft made adecision to
increase the throughput capacity of the
petrochemical complex in the Far East
The Eastern Petrochemical Company
(VNHK) up to 30 mmtpa. The decision
was formalized by the Resolution of
the Rosneft Board of Directors dated
November8, 2013.
The VNHK project will be executed in
three stages:
I stage (2014-2020) crude oil refining facilities with crude throughput
12mmtpa;

ROSNEFT

Transportation of the reactor to the Achinsk Refinery

II stage (2014-2022) petrochemical

facilities with feedstock throughput


3.4mmtpa;
III stage (Q4 2028) crude oil refining
facilities with crude throughput 12mmtpa
and petrochemical facilities with
feedstock throughput 3.4 mmtpa
(Construction is subject to favorable
market situation).
It is alarge-scale complex project that
will open new prospects for the Far
East region, and the Russian economy
as awhole. The VNHK project not only
takes into consideration the regions
current demand for petroleum products
and petrochemicals, but also ensures
predictable growth of consumption in
the Far Eastern Federal District, as well
as responds tothe demand of export
markets in theAsia-Pacific region.

In 2013, the Company re-assessed the


VNHK construction multiplication effect
on the regional economy.
In April 2013 Rosneft and Mitsui & Co.
Ltd signed aMemorandum of Understanding regarding joint execution of the
VNHK project.
Investments in the project in 2013
amounted to RUB 2.4 bln.

203

km A NEW RUSSIAN AND


EUROPEAN RECORD IS
SET FOR TRANSPORTING
ALOAD OF OVER 1000
TONS, THE LONGEST
HAUL USING AUTOMOTIVE
TRANSPORT. DELIVERY
OF HYDROCRACKERHYDROTREATER REACTORS
TO THE ACHINSK REFINERY

Construction of the complex will enable


the Company to produce simultaneously
high quality motor fuels compliant with
the requirements of the Technical
Regulations and polymer products with
high added value.

ROSNEFT

Refining, commerce and logistics|Annual report 2013

53

Efficient sales
of oil, gas
and refined products

Rosneft supplies the produced oil to


its own refining facilities in Russia
and Germany, apart from selling it in
Russia, the CIS countries and on the
international market. The strategic
goal of Company activities in the area
of commerce and logistics is to be as
efficient as possible in oil, gas and refined product sales through advanced
trading practices, optimized marketing
policies and development of highly
lucrative sales channels for the entire
range of Company products.

Oil supplies and logistics


In 2013, the Company supplied 77.8mlnt
of oil to its Russian refineries, a53%
growth over 2012 supplies (50.85mlnt),
following the integration ofthe new
refineries.
To optimize transportation costs in
connection with oil supplies to refineries,
Rosneft continued to conduct swaps
with other Russian oil companies.
In the first half-year 2013, such supplies amounted to 6.1 mmt, saving the

Company RUB 1.6 billion on oil transportation costs.


Starting with the second half-year, the
Company kept the volume of such
swaps to aminimum as it continued
expanding the geography of its own
producing and refining facilities and,
consequently, becoming more flexible in
its choices of logistical supply routes to
own refineries.
In addition to oil supplies sent to its own
refineries in the Russian Federation,
Rosneft supplied 3.9mmt of equity

2013 key achievements in commerce and logistics


Oil and oil products trading
Entered into contract, commenced oil
supplies to China, received advance
payment under anew long-term
contract with CNPC entered into
advance payment terms.
Expansion of direct cooperation with
end consumers along the Druzhba
pipeline route:
PKN Orlen launch of pipeline supplies to Czech and Polish refineries
Grupa Lotos launch of supplies to
Gdansk Refinery
Improved effectiveness of domestic oil
sales: +$15/ton above export parity
Rosneft is the leading seller of
exchange-based trading in light
products. Exchange-based fuel oil
sales started in July 2013: 440 ktons
sold with apremium of +$3050/ton
above export parity.
For the first time in history, ariver
program was set up for the Samara
group fuel oil using the corporate fleet

54

facilities, which significantly improved


sales efficiency

Turkish Airlines (Turkey), Ural Airlines,


Transaero and Aeroflot.

Increased FOB-based sales instead of


FCA and CPT through entering into
new transshipment contracts in relation
to the Novorossiysk, Taman, Nikolaev,
Odessa, Sebastopol, Kerch, Yuzhny
ports (incremental premium $5-10/ton).

Gained operating control over aircraft


fueling sites (TZK) in the following
airports: Sheremetyevo, Sochi,
Krasnoyarsk, Krasnodar, Anapa,
Rostov-on-Don, Abakan.

Regional retail sales


Seven Olympic Format retail sites
were launched, with the intention of
developing the A-Caf on these
sites under acooperation project with
Autogrill international company.
A Pirelli tire shop and atire service site
opened within aRosneft retail site in
Sochi.
Jet fuel supplies
Expanded the client base of the
highly lucrative in-wing sales channel
by winning such counterparties as
Alrosa, Wizz Air (Hungary), Korean Air
(South Korea), Sibir, with geographic
coverage being significantly expanded
in relation to Lufthansa (Germany),

Annual report 2013|Refining, commerce and logistics

Storage tickets opened with the


metropolitan Domodedovo airport and
the Yakutsk airport.
Marine fuel supplies
Extended until 2015 long-term
contracts with Maersk and CMA CGM
major ship owners in the Far East
region.
Entered into new contracts with
largest container shipping lines,
HYUNDAI, NYK, MOL.
Entered into 5-year marine fuel
supply contracts with Sakhalin-1 and
Sakhalin-2 offshore project operators.
Launched asecond bunkering tanker
in the Black Sea, RN Olymp.

ROSNEFT

Rosneft in Russia broad geography of operations and


opportunities for achieving optimal efficiency in oil and refined
product sales

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

crude to Ruhr Oel GmbH German refineries in 2013, up 11.4% year-on-year.


In 2013, the Company first engaged
in processing-based oil refining at
the Mozyr Refinery in Belarus (part of
Slavneft Group, in which our Company
holds 49.9%). Such processing-based
supplies amounted to 1.68 mmt. The
Company sold some of the products

manufactured at the Mozyr Refinery to


non-CIS countries, while some of them
were used to satisfy the needs of its own
domestic retail assets, and some were
sold on the Belarussian and Ukrainian
domestic markets.
The economics of all Logistics Subsidiaries were improved (in particular, CJSC
Rosnefteflot EBITDA grew 200% vs. the

8.2

bln RUB total


synergy effect
in commerce
and logistics in 2013

Synergy effect from integration of new commerce


and logistics assets
The greatest effect was achieved in
logistics (55% of RUB 8.2 bln), trading
(19%) and retail business (14%).
The following initiatives produced the
greatest effect:
optimization of inventory levels across
the merged Company (RUB 3 bln)
geographic swaps in relation to light
product supplies and optimal allocation of merged Company resources
(RUB 2.8 bln)

ROSNEFT

card business unification through


mutual card acquisition agreement in
relation to TNK and Rosneft-branded
fuel cards at the Company retail site
(RUB 0.9 bln)
marketing expenses optimization
(RUB0.5 bln)
unification of contract terms in relation
to crude oil and fuel oil exports,
including oil exports using the Caspian
Pipeline Consortium capacity
(RUB0.26 bln)

Refining, commerce and logistics|Annual report 2013

55

Rosneft and China National Petroleum Corporation sign long-term crude oil supply contracts

Crude sales

104.1mln tons
55.6% growth

63.6 Europe and other destinations


23.9 Asia-Pacific
9
 .8 CIS
6.8 Domestic market

LONG-TERM PREPAYMENTBASED OIL SUPPLY


CONTRACTS NEW
STANDARD OF MUTUALLY
BENEFICIAL RELATIONSHIPS
BETWEEN SUPPLIERS AND
CONSUMERS

56

business plan, and CJSC RN-Trans EBITDA grew 38% vs. the business plan).

which produced an incremental positive


effect of $12mln on EBITDA.

Crude sales

Total oil sales amounted to 104.1mln


tons in 2013, of which oil exports was
97.3mln ton, with the balance sold on
the domestic market.

Crude volumes remaining after feeding


own refineries are mainly exported by
the Company, both via long-term and
short-term contracts as well as tender-based sales.
In 2013, Rosneft entered into long-term
oil supply contracts with the largest
oil traders and end consumers, which
allows us to plan Company investments
and development based on guaranteed
sales volumes over along-range horizon, and interact with partners on the
basis of permanent and market pricebased contracts.
In 2013, our Company succeeded in
significantly improving the efficiency
of tender-based crude oil sales. By
holding tenders in two or more stages,
the Company succeeded in raising the
weighted average tender premium by
12% as compared to 2012 (to $0.5/bbl),

Annual report 2013|Refining, commerce and logistics

The Company exported 63.6mln tons


of oil to North-West, Central and Eastern
Europe, Mediterranean countries and
other far abroad destinations.
CIS exports amounted to 9.8mln tons.
The growth in exports is driven by the
launch of railway deliveries of light oils
produced by Orenburgneft.
Supplies to Asia Pacific countries
amounted to 23.9mln tons, in particular,
15.8mln tons were pipeline deliveries
to China under long-term contracts,
with the remaining amounts being
exported via Kozmino and De-Castri
ports. Supplies into Asia Pacific grew
by 33% year-on-year, mainly in connection with the consolidation of
Verkhnechonskneftegaz.

ROSNEFT

The majority of Rosnefts export shipments


are made via Transneft facilities, including the trunk pipeline network and the
ports.
In 2013, exports were made using the
following means of transport:

pipeline transport 91.9mln tons, which


amounted to 94.5% of total oil exports;

railway and mixed transport

5.4mlntons, or 5.5% of total exports.


Long-term prepayment-based
export contracts
In 2013, the Company entered into three
unique contracts with the largest oil
traders for supplies of Urals crude oil via
Novorossiysk, Primorsk and Ust-Luga
ports, on prepayment basis. These
contracts provide astable and long-term
crude oil supply channel, with contract
prices corresponding to those obtained
by the Company in regular tenders.
The contracts were made for 5 years
and provided for the following supply
volumes:

Glencore 39.2mln tons;


Vitol 16.8mln tons;
Trafigura 10.1mln tons.
The total amount of money raised on
beneficial terms under the contracts was
about $9.8 bln.

Company fields and is calculated on


amonthly basis using Russian oil quotes
on Kozmino port terms, which allows us
to view the CNPC contract as aprofitable and stable oil supply channel on
along-range horizon. Supplies under
the new contract amounted to 0.8mln
tons in 2013. It is anticipated that supply
volumes will grow to 15mln tons ayear
by 2018.

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

Supplies to China under


long-term contracts
In 2013, Rosneft continued providing
supplies to the China National Petroleum Corporation (CNPC) under
along-term contract signed in 2009.
The 2013 supply volumes were 15mln
tons, including those supplied under the
contract between Rosneft and Transneft
that provides resource backing for the
contract between Transneft and CNPC
(under this contract, Rosneft sells crude
oil to Transneft for subsequent delivery
to CNPC).
In June 2013, Rosneft signed anew
long-term oil sale and purchase contract
with CNPC on prepayment terms, which
provides for the supply of 325mln tons
of oil over 25 years. The oil price under
this contract corresponds to alternative
routes of crude oil supply from eastern

ROSNEFT

Our Company supplies natural, dry and


associated gas to consumers in the
Russian Federation. Associated petroleum
gas is supplied to the Companys own
gas processing plants (GPP), and to the
gas processing complex of Sibur Holding. Natural and dry lean gas is supplied
to consumers via Gazproms unified gas
distribution system under agas transportation contract.
In 2013, the Company sold 39.1 bcm of
gas, including 24.0 bcm in West Siberia,
10.4 bcm in European Russia, 3.1 bcm in
South Russia, 0.5 bcm in the Far East,
and 0.9 bcm outside the Russian Federation. Total sales grew 3.5 times yearon-year, in connection with new assets
integration. New long-term contracts
with consumers in the Russian Federation also helped to grow gas supplies:

Refining, commerce and logistics|Annual report 2013

57

114

>

mln RUB synergy effect


from the integration
of the Companys new
assets brought about
by gas sales via highmargin channels and
transportation cost
optimization following
the redistribution of gas
volumes in favor of more
lucrative destinations

Domestic oil product sales

31.8mln tons
48.6% growth

10.7 Diesel fuel


10.7 Gasoline
1.9 Fuel oil
3.1 Jet fuel
5.4 Other

Rosneft leader
in LIGHT OIL PRODUCT SALES
AT RUSSIAN EXCHANGES

Long-term (five-year) gas supply contract

with OJSC Fortum, for the supply volume


of 12 bcm;

Long-term (three-year) contract with


E.ON Russia, for the supply volume
of4.65 bcm.
Oil product
sales
Rosneft pursues an efficient marketing
policy and owns adeveloped oil product
sales infrastructure on the domestic and
international markets.
In 2013, the Company sold 85.7mln tons
of oil products (without petrochemicals),
up 48% year-on-year. This growth in
sales is primarily driven by increased
refining volumes in connection with the
integration of new refineries.
Domestic oil
product sales
Our Companys strong and developed
infrastructure of domestic oil product
sales includes anetwork of marketing
subsidiaries engaged in oil product
wholesale and retail operations, provision of oil product storage, transportation and transshipment services.
In 2013, 31.8mln tons of oil products
were sold on the domestic market, up
48.6% year-on-year. In the domestic oil
product sales mix, 34% falls on gasoline,
34% on diesel fuel, 6% on fuel oil, and
10% on jet fuel. The Company acquired
more airport fueling sites and expanded
its in-wing jet fuel sales client base (highly
lucrative channel) by partnering with
major counterparties. As the result, jet
fuel sales in 2013 grew almost twofold
year-on-year.
Oil products
wholesale operations
In 2013, oil products wholesale volumes
amounted to 21.6mln tons. Rosnefts
wholesale oil product buyers are
mostly independent traders and large
end consumers (including the Russian
Defense Ministry and Russian Railways).
These buyers mostly buy fuel oil and
diesel fuel.
In 2013, the Company continued selling
oil products via Russian exchanges.

58

Annual report 2013|Refining, commerce and logistics

The new asset acquisitions enabled


the Company to sell atotal of 4.1mln
tons via the St.Petersburg International
Merchandise Exchange (SPIMEX) and
the Oil and Gas Industry Inter-Regional
Exchange (OGE) vs. 1.4mln tons in 2012,
or 5.5% of the total oil product output of
Company-owned Russian refineries. The
year-on-year growth in sales volumes
is driven by high premiums offered
by this market, and by the launch of
exchange-based fuel oil sales.
Retail
operations
At the end of 2013, Rosnefts retail business geography comprised 56 Russian
regions, from Murmansk in the north to
the North Caucasus in the south, and
from Smolensk in the west to Sakhalin in
the east. The Company also owns retail
networks in Abkhazia, Ukraine and Belarus. Following new asset acquisitions,
the Company entered new geographic
markets and significantly expanded its
oil product retail network.
As of December 31, 2013, the existing
network of Company retail sites included
2,627 own and leased sites, including
150 retail sites in Ukraine, 40 sites in
Belarus, and 3 sites in Abkhazia. Own
and leased retail sites had in total 1,850
shops, 424 cafs, and 207 car washes.
At 91 retail sites, there were small repair
and maintenance posts.
At December 31, 2013, Company marketing subsidiaries owned 171 operational
oil depots, 2.8 mmcm in total capacity.
In 2013, the Company carried on with
its retail network optimization program,
which focuses on the reconstruction of
existing, and construction of new, retail
sites, and on closing inefficient sites.
Asaresult, in 2013 we built 31 retail sites
and refurbished 23 existing sites. We
also liquidated or mothballed 63
inefficient retail sites.
As the Company is ageneral partner
of the Sochi Olympics 2014, seven
Olympic format retail sites were
launched during 2013 that allowed the
Company to fully cover the needs of
the guests and hosts of the Olympic
Games. A-Cafs were opened at these
retail sites under afranchising agreement with Autogrill (Italy) and they offer

ROSNEFT

Olympic format retail site in Sochi

European levels of customer service


based on the highest standards of
catering, food and beverage quality.
Also, the first flagship Pirelli tire center
was opened at one of these Olympic
format retail sites.
Oil product retail volumes grew by
50.0% year-on-year to 10.2mln tons.
Product sales per retail site was
12.1tons/day on average, up 2% yearon-year. This growth was driven by retail
asset quality improvements brought
about by the acquisitions of TNK- and
BP-branded retail sites, including
multifunctional ones, and through the
professional marketing policy pursued
by the Company.
The Company retail operations include
gasoline, diesel fuel, consumer lubricants and liquefied gases.
Overseas oil
product sales
The 2013 overseas oil product sales totaled 50.6mln tons (with procurement
from third parties, but without bunkering operations and sales of petrochemical products), up 50% year-on-year.

ROSNEFT

Sales growth followed in the wake of


new asset acquisitions. In far-abroad
countries, 47.5mln tons of oil products
were sold (94% of all exports),
including 8.6 mln tons of oil products
manufactured at the German refineries
(Rosneft share), and 3.1mln tons in the
CIS countries.

2,627
OWN AND LEASED RETAIL
SITES IN RUSSIA AND
ABROAD

In the non-CIS oil products export mix,


fuel oil accounts for 54%, diesel fuel
and low-viscosity marine fuel, for 29%;
straight-run gasoline, for 11%. The majority
of oil product volumes (with bunkering
operations and sales of petrochemicals)
sold overseas in 2013 was shipped
from refineries by rail or using mixed
transportation methods (40.4mln tons,
or 73.5% of total volume). Pipeline transport was used to ship 3.9mln tons of oil
products (7.1% of all volumes), and the
remaining volumes were shipped from
the Tuapse refinery and on afree carrier
(FCA) basis from the Samara refineries,
where the Company does not bear
transportation costs directly, other than
cargo throughput and shipment costs
(10.7mln tons, or19.5%).

Refining, commerce and logistics|Annual report 2013

59

LLC RN-Tuapsenefteproduct sea terminal

Overseas oil product sales

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

Annual report 2013|Refining, commerce and logistics

In 2013, we gained operating control


over TZK at Sheremetyevo airport
(Moscow), and at the airports of Sochi,
Krasnoyarsk, Krasnodar, Gelendzhik,
Anapa, Rostov-on-Don, and Abakan.
In the reporting period, storage tickets
were opened in the airports of Domodedovo, Moscow, and Yakutsk, thereby bringing the number of airports the
Company is present at in the Russian
Federation to 26.
In 2013, the Defense Ministry of the
Russian Federation launched its airfield
jet fuel supply project, selecting our
Company as the single-source supplier.
The Company significantly expanded its
client base by winning such air carriers
as Wizz Air (Hungary), Korean Air, Alrosa
and Sibir, and significantly increased its
coverage by partnering with Lufthansa,
Turkish Airlines, and Ural Airlines. Rosneft has expanded the geography of its
cooperation with Transaero and Aeroflot,
and fuels their aircraft in all areas where
the Company is present. The Company
also entered into afive-year contract

ROSNEFT

Participation in infrastructure projects


Rosneft owns subsidiaries or holds
interests in oil and product export
infrastructure facilities, which improves
the planning process and helps to
optimize costs.

In 2013, the Company shipped


6.96mln tons of oil products via the
Nakhodka terminal (with export and
domestic bunkering). This is arecord
high over the 46 years the terminal
has been in operation.

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

LLC RN-Tuapsenefteprodukt Oil


Terminal

6.96

mln tons record


transshipment volume
for RN-Nakhodkanefteprodukt, achieved
in 2013

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.

Refining, commerce and logistics|Annual report 2013

61

Fueling of an aircraft in the Vnukovo airport

26

airports of jet
fuelling operations
Rosnefts PRESENCE
in Russian aircraft
fueling business

with Aeroflot for aircraft fueling services


at Sheremetyevo airport.
Bunkering business
Rosnefts activities in the bunkering business embrace all major sea and river
bunkering ports in Russia, and several
overseas destinations.
Marine fuel sales volume grew 18% yearon-year to 3.3mln tons in 2013.

bunkering operations were arranged for

carrier tankers involved in the Company


export program, at the deep-water berth
in the Tuapse port;

as part of the marine fuel manufacturing

development at the Komsomolsk Refinery, commercial production of marine


fuel oil was launched in accordance
with ISO international marine fuel quality
standards.
Bitumen product sales

In 2013, our Company continued steadily


growing its presence on Russias key
bunkering markets, having entered into
long-term contracts with the largest
foreign ship owners, and Sakhalin-1 and
Sakhalin-2 offshore project operators.
Furthermore, the following initiatives
were undertaken in 2013 to expand
Company presence on the bunkering
market:

in the Black Sea, amodern RN-Olymp

bunkering tanker was set afloat and it


operates in the ports of Novorossiysk,
Tuapse, Caucasus, Sochi, Temryuk,
Taman;

62

Annual report 2013|Refining, commerce and logistics

Bitumen materials sales volume grew to


2.0mln tons in 2013 from 1.2mln tons in
2012, with the growth effect from TNK-BP
Holding Group assets acquisition in 2013
amounting to 0.9 mmt. Domestic market
sales amounted to 1.98mln tons in the
reporting period (99% of total volume). In
2013, the share of end consumers in the
bitumen products sales structure grew
noticeably (from 18% in 2012 to 24% in
2013).
Lubricant sales
The total volume of Company equity
lubricant production sales was 740
thousand tons in 2013, with 489 thousand

ROSNEFT

LLC RN-Nakhodkanefteprodukt sea terminal

tons going to the domestic market (66%


of total volume).
In 2013, lubricant sales grew 32% to 585
thousand tons, primarily through efficient
integration of new assets. In the reporting period, 141 thousand tons of consumer lubricants, the top premium product
in the lubricant product line, was sold,
with equity branded consumer lubricant
sales reaching 36.4 thousand tons. The
Companys share of the Russian light
vehicle motor oils market grew tenfold
in 2013, from 0.5% to 5%, following the
acquisition of the Magnum sub-brand,
which followed the integration of the
TNK-BP lubricants business.
In 2013, following new assets integration,
the process of harmonizing the product
mix across Companys manufacturing
sites was launched, and aplan was developed for the transition to the uniform
Rosneft lubricant brand.
Furthermore, ajoint project with BP
Marine (a BP Group Subsidiary) was
launched in 2013 to manufacture Castrolbranded marine oils at the Novokuibyshevsk oils and additives plant within the
Company perimeter.

ROSNEFT

Refining, commerce and logistics|Annual report 2013

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.

Central gas gathering plant of LLC RN-Yuganskneftegaz

Building
PROFITABLE
gas business

Consolidated recoverable
reserves

6,5 bcm

4,3 West Siberia

In 2013, the Company expanded


its gas business to a considerable
degree through consolidation of new
assets that created notable synergi
es helping to set up a major gas
production hub in the Yamal-Nenets
Autonomous Area. The gas industry regulation regime went through
revolutionary changes that made it
possible to develop tight Turonian
gas reserves and implement liquefied
natural gas projects with subsequent
liquified natural gas (LNG) exports to
global markets.

the previous year level. Recoverable


natural gas reserves reached 6.5 tcm,
including 6.3 tcm in onshore reserves
(ABC1+C2), or about 2% of the world's
total stock. Natural gas resources
of the license areas owned by the
Company on the Russian continental
shelf are assessed at 24 tcm. In 2014,
Rosneft will keep growing its organic
gas production, improving the efficiency of sales channels, and preparing
for the launch of major projects, aimed
at becoming a leader among Russia's
independent gas producers.

In 2013, Rosneft gas production


reached 42.1* bcm, significantly above

0,9 South East Siberia


0,6 East Siberia, incl. areas around
Vankor field
0,3 Far East
0,2 North Caucasian and Southern
Federal District
0,2 Other (Urals-Volga region, TimanPechora province, Arctic and Southern
Seas offshore)

Gas business development achievements in 2013

Rosneft became one of Russia's three


largest gas producers based on 2013
results.

Assured increase in 2 reserves by

367 bcm following the consolidation


of ITERA and Sibneftegaz.

Long-term gas supply contracts were


signed, including supplies to Fortum
and Enel Russian assets.

Setting up a major gas produ

ction hub in YaNAO on the basis


of Rospan projects (Novy Urengoy
and Vostochny Urengoy licenses),
Kharampur field, Kynsko-Chaselsky
license area, Itera and Sibneftegaz
gas assets.

gas deposits; the Turonian gas enjoys


significant mineral extraction tax
benefits.

Jointly with ExxonMobil, selected

contractors for the construction of a


liquefied natural gas (LNG) plant construction in the Russian Far East.

Rosneft is the beneficiary of the most

recent legislative changes in the are


as of LNG exports liberalization and
gas industry taxation in the Russian
Federation. The new laws stimulate
gas business development and allow
for new project implementation to be
expedited.

In late 2013, Rosneft Board of Direct

ors approved the integrated project


of the Kharampur field gas plays
(Senomanian PK1 and Turonian T),
holding some of the country's largest

* Pro forma data.

66

Annual report 2013|Gas business development

ROSNEFT

rosneft gas assets

KARA SEA
AND BARENTS SEA
SHELF

Latvia

Yamal-Nenets Autonomus Disrict,


Krasnoyarsk Province

SAKHALIN AND
OKHOTSK SEA
SHELF

Khanty-Mansi
Autotnomus District

Legend
Rosneft Gas Delivery
Regions

Shelf Exploration
and Appraisal Works

Gas Procesing Plants


and Gas Treatment Units

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

E&A and Gas Production


Assets

7. Rospan International CJSC


Key production growth hub over the
nearest 5 years.
2013 obtained corporate approvals
needed to progress to active
development stage.

11. Yurubcheno-Tokhomskoye group


of fields
A group of fields with gas caps and large
gas production potential. Company's
largest gas reserves in East Siberia.

3. OJSC Sibneftegaz
Mature gas asset with growth potential.
2013 100% consolidation

8. Gas processing plants in Samara


and Orenburg
High value-added manufacturing hub.
2013 captured operating synergies
with TNK-BP assets.

12. Kharampur field


Long-term gas production growth
source.
2013 secured significant tax breaks for
Turonian gas; obtained Board approval
for project Phase One (production of up
to 9 bcma)

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.

13. Far east LNG


Company's first LNG project.
2013 plant design work commenced.

5. OJSC Varyoganneftegaz
Gas cap monetization potential.
2013 Gas reserves monetization pilot
approved

10. Kynsko-Chaselskaya group


of fields
Source of gas production growth in the
medium term.
2013 completed feasibility study for
investments KyCh Group infrastructure
development.

6. Sakhalin-1 project
Preparations for project Phase 2 (gas
phase) design stage.
2013 gas distribution to households in
the Sakhalin Region

ROSNEFT

14. OJSC Bratskecogaz


2013 gas distribution to households in
the Irkutsk Region.
15. RN-Purneftegaz
Brownfield. In 2013 the Company
continued development of gas assets
and implementation of APG utilization
rate increase program.

Gas business development|Annual report 2013

67

42.1

bcm*
2013 gas production,
Russia's 3rd largest
gas producer

Synergy effect from new assets integration


Rosneft's long-term gas sales
contracts allow Rospan phase two
deadlines to be moved up by 2
years and to achieve gas production
of 18 bcma by 2018, with capacity to
subsequently increase this figure to
19 bcma following the development
of additional Achimov reservoirs.
Access to the Vankor gas export
system for the transportation of associated petroleum gas (APG) from
the Tagul and Lodochnoe fields, as
well as free and associated petroleum gas from the Suzun field.

marketing efficiency keeping in mind


the increased gas business scale.
The existence of fine-tuned marketing schemes that came with the
acquired assets allows our Company
to secure higher gas sales margin.
Consolidation of 100% of Sibneftegaz as the result of a asset swap
with NOVATEK. Following this deal,
Rosneft acquired a gas asset with
ongoing gas production of 10 bcma,
and capability to grow production to
15 bcma by 2018, subject to minor
capital investment.

APG redirection from Orenburgneft


facilities to the Neftegorsk GPP
and Otradnensky GPP allowed to
abandon construction of further gas
processing facilities.
The consolidation of ITERA gas
assets were allowed to improve gas

Market Environment

Russian gas production, 20112013, bcm


488.4 38.2
2013
488 16.4
2012
513.2 12.8
2011
0

100

200

300

400

500

600

700

800

Gazprom Group per IFRS financial statements


Rosneft per IFRS financial statements
Other independents per Fuel and Energy Complex Central Dispatch Department

Gas mineral extraction tax, RUB/th.cm


700

582
600

622

509

500

402

400

300

237

251

265

200

100

2011

2012

starting January 2013

July 01.07.2013

Gazprom Independents
* Pro forma data.

68

Annual report 2013|Gas business development

ROSNEFT

LLC RN-Purneftegaz

Positive changes in gas


industry taxation
Rosneft is the beneficiary of the latest
legislative changes regarding liberalization of LNG exports and gas business
taxation:

Adopted Federal Law dated Novem-

ber 30, 2013 No. 318-FZ allows Rosneft


to export liquefied natural gas (LNG)
(amends Article 3 of the Federal Law
"On gas export" and Art. 13 and 24 of
the Federal Law "On the basics of state
regulation of foreign trade activities").
This law allows LNG to be expected
from the Far East LNG project and from
our Company's other promising Russian
offshore projects.

Adopted Federal Law dated September

30, 2013 No. 263-FZ that proposes a


formula-based approach to MET calculation on gas and condensate and takes
into account the specific features of field
development.
The following benefits are the most
significant for Rosneft:

based on reservoir depth.

Key Company assets benefiting from


this tax break: Rospan (factor: 0.5);

ROSNEFT

Sibneftegaz and Kynsko-Chaselskaya


group of fields (factor: 0.64 as regards deposits); Russko-Rechenskoe
field (factor: 0.5)
based on reservoir qualities.
Key Company assets benefiting from
this tax break: Kharampur Turonian
deposits (factor: from 0.21)
based on geographic position.
Key Company assets benefiting from
this tax break: Vankor group fields
(Vankor, Suzun, Tagul, Lodochnoe),
fields located in the Irkutsk Region
and the Sakha (Yakut) Republic), and
Sakhalin fields (factor: 0.1).

Adopted Federal Law dated September


30, 2013 No. 268-FZ, on stimulation
of hydrocarbons production activities
on the continental shelf of the Russian
Federation. The following benefits are
the most significant for Rosneft:

1% MET rate is set in relation to gas

production for up to 180 months, but


not after March 31, 2042, in relation
to license areas lying 50% or more in
the Kara Sea, the northern part of the
Barents Sea (72N and farther north),
East Arctic (the Laptev Sea, the East
Siberian Sea, the Chukchee and
Bering Seas);

Rosneft is the KEY


beneficiary of the
positive changes in
gas industry taxation
adopted in 2013

1.3% MET rate is set in relation to gas

production for up to 120 months, but


not after March 31, 2037, in relation
to license areas lying 50% or more in
the Black Sea (at depths of more than
100 meters), the northern part of the
Okhotsk Sea (55N and farther north),
the southern part of the Barents Sea
(south of 72N);
these same licenses enjoy exemption from export customs duties until
March 31, 2042;
unlimited tax benefit roll forward
period and accelerated depreciation
mechanism (for factors not above 3)
apply for profit tax base determination purposes;
The document provides for tax
property exemption in relation to the
property used for the development of
new offshore hydrocarbon production projects.

Gas business development|Annual report 2013

69

Kharampur field, LLC RN-Purneftegaz

Progress in Key Gas Projects


Kharampur Field (gas component)
The Kharampur field, located in the
southern part of the Yamal-Nenets Autonomous District, is one of the largest
fields in Russia in terms of natural gas
reserves. According to an independent
audit by DeGolyer & MacNaughton, as
of 31 December 2013, Kharampur total
PRMS 3P reserves amounted to 655
bcm of gas and 64 mmt of oil and condensate as of December 31, 2013. The
Kharampur developments potential suggests the possibility of reaching 24bcm
per annum of gas production.
The Kharampur field is one of the key
growth drivers for the Companys gas
business: when the field reaches the designed production level, every fifth cubic
meter of Rosnefts gas will be produced
from Kharampur.
In 2013, the Rosneft Investment Committee approved the Integrated Kharampur
Gas Development Project (Cenomanian,
PK1 and Turonian ). Currently, the
Company is running a tender to select
a contractor for engineering and survey
works for the project.

70

Turonian gas has received a significant


MET relief, which has made this project
much more attractive. During the early
years of production, the 0.21 reducing
coefficient will be applied, and after 1%
of the reserves have been recovered, it
will gradually increase to 1.00 and will be
applied for 15 years.
Kharampur full-field development is
planned in two phases. Phase 1 assumes
over 190 bcm of natural gas production
from the Kharampur gas reservoirs.
The gas field is planned to be brought
on-stream in 2017. The bulk of Phase 1

produciton will be from the Cenomanian


reservoirs (8 bcmpa) with its thick net
pay and low gas recovery costs. In add
ition, 1 bcmpa is planned to be produced
from the Turonian reservoir which enjoys
great MET benefits. The Kharampur
fields further production upside is
associated with a full-scale development
of Turonian reservoirs.
Based on the results of the pilot
development of a tight Turonian
sector, the optimum well design and
operation technology will be selected. So far, Russia has not seen

Diagram showing gas production reaching 100 bcm


by 2020 indicating contribution of major projects
>50

100

2020E
2013

42.1*

2012

16

2011

13

Annual report 2013|Gas business development

20

40

60

80

100

120

Brownfields Aquired assets-- New assets


* Proforma data.

ROSNEFT

LLC RN-Purneftegaz

commercial production of Turonian


gas, and Kharampur development will
contribute new technology solutions
to the gas industry. In 2018, a decision
is expected to be taken on proceeding to Phase 2 to get to 24bcm of
annual production.
Rospan
Rospan is the Companys best developed gas project. In late 2013, the
project received all necessary corporate
approvals, including the Rosneft Board
of Directors endorsement.
As of 31 December 2013, Rospan total
PRMS 3P gas reserves were estimated
at 793 bcm. In 2013, Rospan (Vostochno-Urengoiskoye and Novo-Urengoyskoye fields) produced 3.7 bcm of gas
and 0.84 mm t of condensate. By2018,
production is expected to reach 18bcm
of gas and 4 mm t of condensate per
annum. Currently, the Company is
active with the projects of building new
gas-producing, processing and transportation facilities. For the project to reach
the designed production level, over 150
additional producing wells are planned
to be drilled.

ROSNEFT

Kynsko-Chaselskiy License Block


The Kynsko-Chaselskiy license block
is located in the Krasnoselkupskiy municipality of the Yamal-Nenets Autonomous District. Hydrocarbon reserves
are distributed between six fields and
include gas, gas condensate and oil.
According to an independent audit,
as of 31 December, 2013, the Kynsko-
Chaselskiy license block total PRMS 3P
reserves amounted to 206 bcm of gas
and 39mmt of oil and condensate.

28.7

bln RUB SPENT ON APG


UTILIZATION RATE INCREASE
PROGRAM IN 2013

Beginning from 2018, gas production


is expected to reach 6 bcmpa. In late
2013, the project was endorsed by
the Rosneft Investment Committee.
Currently, asophisticated scheme of
gas-producing, processing and trans
portation facilities is being designed,
and ageological appraisal program is
being carried out. Thedesign assumes
drilling 98 gas wells and 16 oil wells.
OJSC Varyoganneftegaz
(gascomponent)
Rosnefts subsidiary OJSC Varyoganneftegaz is located near the town of
Raduzhny of the Khanty-Mansi Autonomous District. According to an independent audit, as of 31 December, 2013,

Gas business development|Annual report 2013

71

theVaryoganneftegaz licensed PRMS


3P reserves amounted to 856 mmt of oil
and 342 bcm of gas).
In 2013, the Rosneft Investment Committee endorsed a pilot to monetize 250
bcm of gas reserves spread over three
license blocks.
The 20142016 Pilot Phase includes
defining natural gas and gas condensate
reserves and identifying production
upside. The maximum gas production
potential is estimated at 8 bcmpa.
Vankor Hydrocarbon Production Hub
(gas component)
The Vankor cluster is a big oil and gas
hub in the north of Krasnoyarsk Territory
and Yamal-Nenets Autonomous District
with total gas reserves and resources of
over 1tcm. The Vankor cluster includes
Vankor, Suzunskoye, Lodochnoye,
Tagulskoye and Russko-Rechenskoye
fields. To-date, only one field of the
cluster, Vankor, has been put on stream,
which in 2013 produced 0.6bcm of natural gas. The Vankor cluster gas production potential is 14 bcmpa.
OJSC Sibneftegaz
27 December 2013, the deal was closed
on an asset swop with OJSC NOVATEK
resulting in Rosneft swopping a 40%

stake in ArcticRussia B.V. (provides for


an indirect ownership of a 19.6% stake
in LLC SeverEnergiya) for a 51% stake in
OJSC Sibneftegaz owned by NOVATEK.
Added to Rosnefts existing stake in
Sibneftegaz, the deal consolidates for
the Company a 99.94% stake in the
subsidiary.
As a result of the transaction, Rosneft
acquired a brownfield gas asset with
current gas production in excess of
10bcmpa, with an upside of 15bcmpa to
be reached by 2018 with a relatively low
capital investment. The transaction will
bring about a significant synergy effect
from joint development of the gas assets
within the perimeter of the Yamal gas
cluster.
Rosneft Gas Investment Program
aimed at improving rational utilization
of associated petroleum gas
In 2013, Rosneft consolidated a program
aimed at rational utilization of associated petroleum gas (APG) in 20132018,
that factored in acquired assets. The
2013 program costs were amounted to
RUB28.7 bln.
In 2013, program implementation
allowed to achieve 95% APG utilization at large West Siberian fields,
including Priobskoe (operated by

RN-Yuganskneftegaz) and Kharampur


(operated by RN-Purneftegaz).
APG reinjection started at Vankor, const
ruction of gas facilities for gas supplies
to Gazprom GTS is progressing.
Major gas treatment facilities commissioned in Orenburgneft, including the
Pokrovskaya GTF and Phase II of the
Zaykinskoe gas processing plant.
In 2013, a 95% APG utilization rate was
achieved at 7 producing facilities.
It is expected that RUB 47.8 bln will
be spent on rational APG utilization in
20142018. It is expected that the 95%
APG utilization rate will be achieved
across the entire Company by 2016,
without greenfields.
Synergies with new assets resulted in
the following:

changes were made to the Orenburgneft


Bobrovskaya group of fields development strategy in regard to routing APG
supplies to the Neftegorsk GPP,

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.

Dynamics in associated petroleum gas rational


utilization rates, %
2016

95

2015

92

2014

forecast

80

2013

70

2012

54

2011

53

forecast

forecast

72

Annual report 2013|Gas business development

10

30

50

70

90

110

ROSNEFT

Looking into the future


Rosneft Oil Company started implementation of the Russian Far East LNG project
Rosneft Oil Company has commenced
natural gas liquefaction plant project
implementation Russian Far East
LNG for effective commercialisation of Sakhalin offshore natural gas
resources and reserves. LNG plant
capacity is 5 mmta with potential for
future expansion, start up is planned
for 2018-2019.

to Marubeni in amount of 1.25 mmta,


inamount of Vitol 2.75 mmta.

The resource base for the first train


of the plant will be Rosneft's own
reserves in the region as well as
Sakhalin-1 reserves.

Project Agreements

As a result of preFEED two options for


site allocation in Sakhalin Island are
being considered: the region of Ilyinskiy settlement or Aniva bay.
One of the main advantages of the
RFE LNG project is economically advantageous location close to premium
market of Asian-Pacific region, which
will be main LNG delivery direction.
Within the RFE LNG marketing work
commencement Head of Agreements
for LNG purchase were signed with
Japanese companies Marubeni and
SODECO, as well as international oil
and gas trader Vitol during the St Petersburg International Economic Forum
in June 2013. In accordance with the
signed agreements Rosneft Oil Company plans to deliver LNG starting from
2019 to SODECO in amount of 1mta,

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.

On September 27, 2013, Amended and


Restated Agreement (hereinafter
A&R Agreement) regarding a Russian
Far East LNG Project development
was signed by Rosneft and ExxonMobil
Development Company for completion
ofFEED work. CB&I and FosterWheeler were awarded separate contracts
for implementation of the first part of
work (concept design, FEED A).

On February 13, 2013, Rosneft and


ExxonMobil Development Company signed a MoU to conduct a joint
appraisal of construction of LNG plant
in the Far East of Russia (hereinafter
Joint Appraisal) by a joint working
group before June 14, 2013. Joint working group was set up.

Current Project Status


In accordance with awarded contracts CB&I and FosterWheeler have
developed concept designs in order to
identify parameters of LNG plant allocation site, liquefaction technology and
LNG plant construction methodology.
In January 2014 evaluation of technical
and commercial proposals for the second stage of FEED works was made
jointly with ExxonMobil, the contract
is planned to be awarded. After the
completion of the design work investors will take the final investment decision on the project implementation.

On April 11, 2013 and July 16, 2013


Additional Agreements to Cooperation
Agreement dated September 6, 2012,
were signed between the Government
of Sakhalin Region and Rosneft. These
Additional Agreements among other
provisions stipulate assistance ofthe
regional government in selection
of site for construction of LNG plant
as well as line facilities and utility
infrastructure.
On June 21, 2013, Rosneft and
ExxonMobil Development Company

Legend

OKHOTSK SEA

Resource base

Kaygansko-Vasyukanskoye sea

Astrakhanovskoe
sea-Nekrasovsky

Sakhalin-1

Options for site allocation


of Ruussian Far EastLNG plant

North Chaivo
North-Veninsky
block
De Kastri
Sakhalin
island

Amur river

CHINA

ROSNEFT

Komsomolsk-on-Amur

Khabarovsk

Alternatives

Ilinskiy
Aniva

Gas business development|Annual report 2013

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

1. Cardium Project, Canada


In August 2012, aCompany subsidiary
acquired 30% from the ExxonMobil share
in 108 blocks, part of the tight oil reserves
development project, Cardium formation, in the province of Alberta, Canada.
The project is at the development the
stage proceeding to production. In 2013,
31 wells were built and commissioned
bringing the total well count to 57 pieces.
In 2013, Rosneft net production in Canada
was 39 kt of oil and 12.9mmcm of associated petroleum gas.
2. Venezuelan projects
Rosneft is pursuing 5 projects in Venezuela in partnership with PDVSA. Three
projects are in full-scale development
stage: Petromonagas JV an integrated project, produces extra heavy oil
of 8.5 API, with Rosnefts share in the
project being 16.67%; Petroperija JV
abrownfield, Rosnefts share being 40%;
Boqueron JV abrownfield, Rosnefts
share being 26.67%. One project is in
the evaluation stage Petromiranda JV,
Rosnefts share being 24%; Petrovictoria
JV registration procedures have been
completed, with Rosnefts share in the
project being 40%. Short- and longterm development prospects of these
projects include production and infra
structure development.

76

Ukraine

Vietnam

Algeria

Venezuela

UAE
Turkmenistan

3. GULF OF MEXICO Projects, USA

Brazil

In April, 2013, as part of the strategic


partnership with ExxonMobil, aCompany subsidiary acquired 30% in 20 GoM
license blocks. 2013 was spent def
ining the resource base of the acquired
blocks.

Legend
Producing assets

Refineries

4. Solimoes Project, Brazil


Rosneft owns 45% in an E&A project in
the Solimoes basin, in the vicinity ofthe
Amazon River, Brazil. The remaining 55%
belongs to Brazilian HRT, the Operator.
The Project includes 19license blocks
with the total area of over 44,000sq.km.
In 2013, 848 line km of a2D seismic
survey was done and one exploration
well was drilled. In November 2013 the
Company signed several agreements
with HRT on acquiring an additional 6%
stake and operatorship of the project.
The deal is expected to be closed and
operations to be resumed in 2H 2014.

Annual report 2013|Building international business

5. PL-713 Project, NorwaY

6. Sharjah Project, UAE

In June 2013, the Government of


Norway ran a22nd license bid round
resulting in Rosneft acquiring 20% in
the PL-713 Barents offshore license.
The license covers four adjacent
blocks with the total area of ca.
1,200sq.km. Norwegian Statoil (the
operator), North Energy and Edison
International are partners in this
project. 2013 was spent defining the
resource potential of the block.

In 2008, we acquired 49% in


aconcession area in the emirate of
Sharjah. Crescent Petroleum (UAE) is
apartner in this project. Exploration
activities were undertaken in 2008
through 2013. In 2013, 3D seismic
data processing was completed and
aprospect was identified; preparations were made for drilling one
exploration well.

ROSNEFT

ROSNEFT

7. 245-South Block Project,


Algeria
The project is being developed on the
basis of aProduction Sharing Agreement. The exploration stage has been
completed, three fields were discovered. Russian Stroytransgaz and Algerian Sonatrach are partners in this project.
In 2013, studies were made to ascertain
reserve volumes and field development
parameters. Adraft reserve development project was prepared.

8. 05.3/11 Block, Vietnam


In May 2013, aProduction Sharing
Agreement on the 05.3/11 Vietnam
offshore block was signed. The block lies
near to existing Company assets Block
06.1 and the Nam Con Son pipeline,
that have developed infrastructure. The
Company is a100% project owner. The
project is in the exploration stage. In
2013, the block was surveyed with 3D
seismic covering 1,186sq.km. Processing
of the acquired data has begun.

Buiulding international business|Annual report 2013

77

The Junin-6 Block, PetroMiranda JV, Venezuela

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:

Petromonagas, an integrated project,

produces extra heavy oil of 8.5 API,


Rosnefts share being 16.67%;
Petroperija, abrownfield, Rosnefts share
being 40%;
Boqueron, abrownfield, peak production reached in 2001, Rosnefts share
being 26.67%.
Present short- and long-term plans for
these projects include oil production
growth and infrastructure development.
The largest JV, PetroMiranda, is in the
exploration and pilot production stage;
Petrovictoria JV registration procedures
have been completed.

78

The Junin-6 Block (operated by PetroMiranda JV) is located in the Orinoco


Heavy Oil Belt and possesses ahuge
resource base, 8.5 billion tons of extra
heavy oil with density of 8.2 API. The
project includes block appraisal and
bringing on-stream, and upgrader construction plans.
The Carabobo project total oil reserves
are 2.46.5 billion tons. The project is
Rosnefts largest overseas asset in terms
of production volumes (Company share
is 40%). At present, preparations are
ongoing for the commencement of the
JV operations.
The company has set up arepresent
ative office in the country that supports
and oversees activities of all JVs.
At the same time, our Company has no
intention to stop now. We will continue
to expand our Venezuelan business.
Acooperation agreement has already
been signed that provides for the
implementation of offshore projects in
Venezuela, with negotiations in progress
to create two other JVs for infrastructure
construction and provision of oilfield
services. Our Company is also actively
involved in various social and charitable
projects in Venezuela, such as provision
of opportunities for Venezuelan students
to study at Russian oil universities.

Annual report 2013|Building international business

Offshore PROJECTS inVietnam


In 2013, following its strategy of new
asset acquisition, the Company acquired
aproducing business in Vietnam which
includes:

A 35% stake in the Production Sharing

Agreement (PSA) for the 06.1 offshore


gas condensate block located in the
Nam Con Son basin;
A 32.67% stake in the Nam Con Son gas
pipeline (NCSP) which moves hydrocarbons from the 06.1 Block and other
fields in the basin first onshore and then
toPhu My Power Plants.
06.1 Block Project
Participating in the PSA-based 06.1 Block
project are:

Rosneft Vietnam B.V. (Rosnefts wholly


owned subsidiary) 35%

PetroVietnam 20%
ONGC 45%

The Project Operator: Rosneft Vietnam


B.V.
The PSA block has two gas condensate fields Lan Tai and Lan Do
with the current remaining reserves
ofca.30bcm.
The fields are 375km from the shore,
sea depth is 126m.

ROSNEFT

Oil processing in Venezuela

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.

Vietnam Projects Development

Nam Con Son


Gas Pipeline Project
Project participants:

Rosneft Pipelines Vietnam B.V. (Rosnefts


wholly owned subsidiary) 32.7%

PetroVietnam 51%
Perenco 16.3%

Project Operator: PetroVietnam


The project is executed on the basis of
aBusiness Cooperation Contract. The
Contract is valid until 2035 and can be
extended.

Gas is sold via aGas Sale and Purchase


Agreement (SPA) between PetroVietnam
(Buyer) and Rosneft Vietnam B.V. (Seller).
Ca. 98% of gas is supplied to power
plants, including to the Phu My farm with
4 power plants, the remaining volume is
bought by industrial consumers.
Condensate is sold at market prices via
atender for condensate supplies, which
is run twice ayear by Rosneft Vietnam
B.V. Around 30-40 companies participate in the tender, including international
majors , Chevron, Gunvor, Shell,
Total, etc.

ROSNEFT

The block is located in afairly well explored basin, Nam Con Son, with adeveloped infrastructure and underutilized
hydrocarbon transportation capacities.

Area 2,044 sq.km


Sea depth 80150m
Development target depth
2,8005,000m

The asset includes:


In 2013, the total hydrocarbon production from the 06.1 Block was 4.35bcm
ofgas and 1.34mmbbl of condensate.

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.

two-phase 26 offshore pipeline, 370km


long, from the Lan Tai platform to the
onshore terminal;
Dinh Co onshore gas terminal (condensate separation and gas dehydration);
30 onshore gas pipeline, 28km long,
from the gas terminal to the power plant
in Hochimin;
6 condensate pipeline, 25km long, to
the Thi Vai export terminal.

The pipeline throughput is 21mmcmd.


In 2013, the total Nam Con Son throughput was 6.8bcm. In order to increase
pipeline utilization, an agreement was
signed in 2013 on gas evacuation from
the 05.2/05.3 Block.

Resource potential:

Gas 38.4 bcm


Condensate 39 mm t
According to the PSA, exploration duration is 7 years, with the possibility of an
extension of up to 2 years.
In 2013, 1,186sq.km of a3D seismic survey was done and the 3D seismic data
reprocessing completed for the PLDD
structure.
Rosneft is considering the possibility of
expanding offshore projects in Vietnam.
In 2013, aMemorandum of Understanding was signed with PetroVietnam on the
15.1/05 Block.

Buiulding international business|Annual report 2013

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.

Seismic studies in the Sea of Okhotsk

SCIENTIFIC INNOVATION
AND KNOWLEDGE SHARING

148.1
bln RUB Rosnefts
2013 EXPENSES FOR
INNOVATION ACTIVITIES

In 2013, Rosneft continued working


on enhancing its intellectual and
technological advantage by funding
cutting-edge in-house R&D development,
supporting Russias leading universities
and R&D centers, and creating joint
R&D centers with leading international
companies.
The Companys 2013 innovations budget
was RUB 148.1 bln. including Research and
Advanced Development expenses in the
amount of RUB 23.2 bln. Rosneft filed 52
patent applications for inventions, utility
models and software to be protected
by intellectual property rights, nearly
tripling the number of such applications
registered in the previous year.
2013 Main Achievements
in Key Projects
A technology for tight reservoirs development was implemented in LLC RN-
Yuganskneftegaz fields, 32 wells were
drilled in 2013 delivering incremental
production of 167kt.
Two unique expeditions KARA-Winter 2013,
KARA-Summer 2013 were carried out to
investigate the ice conditions and conduct
metocean studies in support of offshore
resource E&A and development projects in
the south-western part of the Kara Sea.
During the expedition, anumber of ice
and metocean measurements on 22 ice
stations were done, automatic buoys were
installed on 14 ice fields and 16 icebergs in
order to record their drift, aerial photography of icebergs and hummock ice ridges
was done using ahelicopter and adrone,
as well as subsea photography of hummock and iceberg keels. Aerial photography of 66 iceberg routes was done from
aKa-32 helicopter. Over 2,500 measurements and tests of ice and iceberg cores
were made. Aremotely operated vehicle

82

Annual report 2013|Science and innovations

was used to investigate sea bottom


scouring.
The data obtained were used to develop recommendations regarding design
solutions to ensure offshore structures
reliability and strength and equipment
protection from adverse environmental
impacts.
In 2013, new oil and gas condensate and
gas condensate plays were discovered
on the territory of the Irkutsk Region,
Mogdinskiy license block. An inflow of
up to 425kcm/day of gas and condensate and 90cm/day of oil was recorded.
This was made possible by using an
in-house geological model developed
by specialists from the Companys In
novations Block.
As a part of technology development for
Turonian low permeability gas reservoir
management, drilling of wells with with
different design was completed, including a well with multistage fracturing by
specially developed in RN-UfaNIPIneft
design. According to the preliminary test
results well yield exceeds 200 thousand
cubic meters/day. The Company will receive a technology for Turonian deposits
development, an important element of
the gas Rosnefts gas strategy.
An innovative 3S-separation gas
treatment facility with athroughput of
160mmcmpa has been developed and
will be installed at the Pravdinskaya
Compressor Station, RN-Yuganskneftegaz, toensure the required amount of
gas for RN-Yuganskneftegaz own needs
and supplies to Poikovskiy village.
The facility will also produce 11kcmpa of
stable condensate from associated gas,
which is going to be sold to third party
consumers at market prices.

ROSNEFT

The experimental hydrocatalytic processes modeling unit

Strategic Focus of Rosnefts Innovations


Rosnefts innovative efforts are aimed
at creating and implementing cuttingedge technologies to achieve the
following goals:
Exploration & Production:
hydrocarbon reserves replacement
at least at the level of 100% of current production;
ensuring maximum permissible
hydrocarbon recovery factors from
greenfields, developing systemic
measures to enhance oil and gas
recovery from the producing fields;
ensuring maximum efficiency in
associated gas utilization 95%;
developing technologies for making
unconventional hydrocarbon reserves development economic.
Refining:
improvement of crude oil conversion
level;
implementation of new technologies
to refine heavy cuts, as well as new
petrochemical technologies.

ROSNEFT

To achieve these goals, Rosneft


is carrying out the Innovative
Development Program, compliant with
the regulatory and planning documents
of the national, regional and corporate
levels.
The Program contains
the following main blocks:
Target-focused innovation projects;
Target-focused modernization and
operational efficiency improvement
programs;
Actions aimed at innovative activities
improvement.

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

In 2013, the Company, improved


the efficiency of its Innovative
Development Program by engaging
more actively with the Moscow State
University Fund National Intellectual
Development on developing
associated petroleum gas fractionation
methods.

Science and innovations|Annual report 2013

83

Rosneft R&D Center is


one of the key residents
in the Skolkovo
Innovations Center
with annual funding
ofRUB350 mln

The uniqueness of the facility comes


from using an associated petroleum
treatment technology (3S-separation)
based on alow-temperature ultrasonic
gas separator that uses state-of-the-art
aerodynamic technology.
A patent was issued for autility model,
A Device for Casing Repair or Selective
Reservoir Isolation. The technology
will enable reactivation of over 400 idle
wells with the total post-reactivation flow
rate of over 2,000t/day.
The first stage of pilot testing of equipment for dual production and injection
was done by OJSC Udmurtneft and
OJSC Samarateftegaz, candidate wells
were selected for each BHA, and test
equipment was run in 3 wells, which
achieved asteady-state flow. Four
patents for 3 dual production assemblies and 1 dual injection assembly were
issued. The Company can potentially
implement these technologies in 50
wells per annum with incremental oil
production of ca.250ktpa.
In 2013 new algorithms and software
were developed in 15 subsidiaries and
8 corporate R&D and Design Institutes,
making it possible to address unique
flow modeling and reservoir management issues, including:

ensuring monitoring and real-time

adjustment of horizontal well drilling


trajectories based on logging while
drilling data;

application in tight reservoir develop-

ment (Priobskoye and Prirazlomnoye


fields) whose recoverable reserves, are
150mm t.;

ensuring optimum well pad designing

and field development planning based


on the reservoir long-term proxy model.
Jointly with the Catalysis Institute,
Siberian Branch of the Russia Academy
of Sciences, atechnology for pilot fluidized-bed reforming catalyst production
was developed. Commercialization of
the technology will provide for a12%
increase in the reformate yield (high-octane component of motor and jet fuels)
vs. known foreign analogues.
As part of looking into alternative
energy, the Company, jointly with the
Biochemical Physics Institute, Russia Academy of Sciences, and the

84

Annual report 2013|Science and innovations

Moscow state University, is conducting


fundamental and technology-focused
research developing and improving 3-rd
generation thin-film solar cells based on
metal-oxide solar cells (MO SC). Applications for 2 invention patents have been
filed, Bilateral Solar Photo Converter
and Solar Photo Converter. Atest facility was designed and installed on the
roof of the Biochemical Physics Institute
building, which consists of 5 different
types of solar panels.
The ultimate project goal is development of atechnology for manufacturing
anew type of solar cells and solar
panels which could be 23 times less
expensive than existing analogues
Rosneft CONSOLIDATED
R&D Center Advanced Oil
Refining and Petrochemical
Technologies
The Companys Innovations Block
organization includes the Consolidated
Research and Development Center
(RN-R&D Center, LLC). The Center has
Gas-to-liquids (GTL) technologies and
is now completing mini-GTL technology
development. It can also offer unique
technologies for catalyst production fit
for this process.
The corporate RN-R&D Center has
developed cutting-edge oil refining and
petrochemical technologies:

a technology for producing abroad va-

riety of synthetic base oils with the 130


170 viscosity index and -50...-60
pour point for different applications. This
innovative technology can reduce feed
and power costs by 1015 %.

a new technology, unrivaled in the

Russian Federation, has been developed enabling the creation of own feed
base to manufacture high-value polymer
materials which could replace imported
materials.

new polymer composite materials (glassand carbon-fiber) have been developed,


which on anumber of parameters are
superior to the best known commercial
examples. In addition, their cost is
significantly lower due to availability and
low price of the feed material, dicyclopentadiene, aproduct currently not by
petrochemical plants.

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).

KMS is anecessary condition for the


implementation of innovations and
new technologies, enhancement of
professional competences, allowing
Company employees to share
best practices, successful projects,
lessons learnt, technical expertise,
and laying grounds for professional
enhancement and career growth
via participation in Professional
Communities.
Based on 2013 results, the Knowledge
Management System is:
14 professional communities
(67experts, over 370 participants);
700+ documents uploaded
to the iKnow Library;
about 180 proposals and projects
with lessons learnt;
1000+ unique users;
2000+ search queries.




2013 .

Cash flow by new technology system


projects portfolio, by year
2016
2015
2014

29,7 .

2013
2012
2011
2010
-1500

-500

500

1500

Costs with VAT, mln rub

2010 projects
2011 projects
2012 projects
2013 projects

2500

3500

Revenues less unit costs and MET, mln rub

- - 2014 projects forecast


- - 2015 projects forecast
- - 2016 projects forecast
Accumulated cash flow

29%

34% ,


2%
13%

5%

5%
12% -

ROSNEFT

Science and innovations|Annual report 2013

85

The tomograph with the filtration unit

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.

by Russian and foreign companies was


organized.
In 2013, incremental production from
testing new technologies was in excess
of 200kt.
All tested technologies will be evaluated for their economic efficiency, then
scaled up and rolled out across the
Company.
In 2013, incremental production from
implementing previously tested technologies exceeded 1.2 mmt.
International cooperation
and activities

Advanced Technologies
Adaptation and Implementation
in 2013

Our Companys main strategic foreign


trade vector within the Innovative
Development Program is participation
in international projects, programs and
partnerships.

In 2013, as part of developing and


executing projects within the New
Technologies System (NTS), monitoring,
testing, adapting, and implementing
new promising technologies developed

In 2013, Rosneft closed adeal with


ExxonMobil establishing the Arctic
Research Center (ARC). Pursuant to
the work plan of strategic cooperation
between Rosneft and ExxonMobil in

86

Annual report 2013|Science and innovations

the area of offshore exploration and


development of the Russian Arctic,
ARC will provide full service to Rosneft/
ExxonMobil joint ventures in the areas
of academic research and engineering
development. Initially, the Arctic Center
will work in such areas as safety and environment; ice, weather and geological
studies; ice monitoring; development of
design criteria, assessment and formulation of field development concepts. The
Arctic Center will make use of existing
Rosneft and ExxonMobil developments
to produce environmentally safe and
more efficient technologies.
In 20132017, the Arctic Research
Center plans to engage in the following
activities:

weather and ice studies, including build-

ing adatabase of accumulated data,


development of marine facility design
criteria, and creation of new technologies for studying environment and ice
parameters, and iceberg drift monitoring;

sea floor conditions, including build-

ing adatabase of accumulated data,


development of marine facility design

ROSNEFT

Kara-winter expedition using Yamal ice-breaker

criteria, and creation of new technologies for studies and survey with afocus
on underwater geotechnical drilling
technology;

environmental studies, including reg

ional studies, studies and development


of technologies in the area of emer
gency oil spill response, development
of coastal area protection plans, as well
as modeling and monitoring of arctic sea
ecosystems;

marine infrastructure conceptual design,

in particular, designing astationary


gravitation platform, research and
development in the area of natural gas
production and transportation, designing
underwater production and underwater
pipeline systems, as well as designing
floating craft for hydrocarbons exploration and production.
Under the Agreement for Strategic
Cooperation in the Areas of Science,
Technology and Joint Operating Projects
between Rosneft and General Electric
International, signed on June 21, 2013,
the intention is to create ajoint Research
Center. It is intended that the joint center

ROSNEFT

will engage in the following types of


activity:

oil, gas, heavy oil, etc. production


processes);

gas monetization activities, oil refining

development of new polymers and

and petrochemicals, marine and underwater development projects, enhanced


oil recovery.

research and experimental studies in

polymer composite materials;

development of new types of synthetic bio fuel for next generation


aircraft.

the following areas:

development of marine and un-

derwater materials, processes and


technologies, including, among
other things, development of arctic
materials and metallurgical processes, hydrodynamic calculations,
development of safe arctic drilling
processes, underwater/subglacial
production and processing, underwater/subglacial power transmission
and distribution;

new gas and oil refining technolo-

gies, including, among other things,


gas liquefaction technologies (GTL);

development of new technologies,

equipment for tight reserves production enhancement (unconventional

Science and innovations|Annual report 2013

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

BLN RUB OCCUPATIONAL


SAFETY ACTIVITIES FUDING
IN 2013

As part of our effort


to follow best global
practices, Safety
Golden Rules have been
developed and timelines
set for developing and
updating Rosnefts
Internal Labor &
Industrial Safety
Documents in 2014 2015

The Companys strategic HSE


goals are as follows:

Continuously improve labor, industrial


and environmental safety

Create asafe and healthy working

environment by using in its processes


and operations state-of-the-art technologies, equipment and other relevant
achievements of contemporary science;

Consistently reduce injury-at-work and


accident rate, as well as adverse environmental impacts;

Bring the Companys operational sites

and facilities to the level of HSE performance demonstrated by its best global
peers;

Improve the HSSE Integrated Manage-

9.2

BLN RUB the Company


spent on fire safety
activities In 2013

90

ment System;

Minimize adverse effects of newly

commissioned facilities on people and


environment.
Rosnefts HSE Integrated Management
System (HSE IMS) successfully functions,
allowing management, monitoring and
assessment of the Companys performance in this area.

Annual report 2013|Health, safety and enironment

The HSSE Management System is


certified for OHSAS 18001:2007 and
ISO 14001:2004 international standards
compliance. It was first recognized
as compliant on 5 May, 2006. The
certificate was issued by an international certification center, Bureau Veritas
Certification (BVQI). It is issued for three
years and stipulates mandatory annual
regulatory audits.
From 4 March through 26 April, 2013,
BVQI audited the HSE IMS for compliance with ISO 14001 and OHSAS 18001
international standards. The independent audit findings confirmed that the
HSE IMS is successful, conforms to
international standards and improves
continuously.
The Rosneft President approved anew
HSE model organization that makes HSE
divisions directly responsible to heads of
subsidiaries. This was done to enhance
the importance of subsidiaries contribution to this area.
Rosneft pays special attention to operating safety issues.
The Company routinely develops and
implements actions aimed at the prevention and reduction of work-related
accidents.

ROSNEFT

Fire safety training at the tank farm of LLC RN-Nakhodkanefteprodukt

Based on 2013 results, the accident


rate at the sites of the Rosneft Group
subsidiaries went down 1.6 times, from
8to 5 instances;
Traditionally, the Company has put
strong focus on pipeline transport system reliability assurance. The Company
implements anumber of critical measures aimed at reducing and avoiding
pipeline failures (such as faulty stock
replacement and repairs, diagnostics,
corrosion protection, cleaning). We
continuously seek for most efficient pipe
materials, protective coatings assuring
the required length of service.
In 2013, the Company took RUB 16 bln
worth of actions to improve pipeline system reliability, reducing the field pipeline
failure rate by 12%. By way of pipeline
integrity management programs, 1,120
km of in-field pipelines were replaced.
In 2013, the decision on creating
aHazardous Facilities Integrity Department with the key objective of implementing arisk-orientated approach to
ensuring hazardous facilities safety,
improving the effectiveness of actions
taken for that purpose and making them
more focused to maximize investment
efficiency.

ROSNEFT

In 2013, to establish auniform approach


to, and improve efficiency of, training,
the Company developed and made
effective acorporate document entitled
Rosneft Oil Company Regulations on
Training Company Employees in Fire
Safety Measures.
A systemic approach was organized
for checking compliance with notices
issued by the Russia Emergency Ministry
Fire Safety Inspection Service resulting
in 99% of fire safety non-compliance instances taken care of with the response
effort requiring no capex.
In 2013, afire accounting system was
drastically changed, which identified
systemic gaps in how subsidiaries organized their work on ensuring fire safety
of their sites and facilities.
This resulted in the number of fires
caused by process violations going
down by 50% (3 fires in 2013).

>

BLN RUB the Company


spent on key INDUSTRIAL
safety activities In 2013

273

comprehensive, desktop and special-purpose


tactical exercises
involving 13,725 people
were conducted to
practice emergency
and fire response and
containment actions on
Company subsidiary sites
in 2013

ca.

bln RUB was spent on


blow-out prevention and
radiation safety

Health, safety and enironment| Annual report 2013

91

Environment
Protection

In 2013, there were no


business disruptions
within the extended
Company perimeter
for reasons related
to the identification
of environmental
violations

In 2013, the Company successfully integrated new subsidiaries and achieved


record-high financial and operational
performance. With regard to environment protection, the Companys efforts
were focused on providing the required
ecological support to the integrated
organization.
To achieve compliance with the national and international environmental
standards and become aleader in the
environmental safety area, Rosneft
implements, on asystemic basis and
using result-oriented methods, actions
and programs aimed at both mitigating
the environmental impact of ongoing
business operations and liquidating the
environmental legacy.

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

2013 new asset integration synergy effect in environmental safety


The HSE governance structure
and approaches to environmental
protection activities were unified. The
synergy effect from rolling out best
management practices and optimizing
environmental protection activities in
integrated subsidiaries was approx.
RUB 100 mln;

In 2013, alarge-scale inventory and


information update was undertaken in relation to current and legacy
pollution, in particular, in integrated
subsidiaries. The inventory results
provided the basis for the planning
of environmental safety actions and
priority activities;

Large-scale environment protection


actions were delivered using asystemic target program-based approach
aimed both at minimizing environmental impact from current operations and
eliminating environmental legacy (environmental damage accumulated as
aresult of previous owners activities);

Considering Company business


ramp-up, plans have been developed
for coordinated increase in the scope
of environmental protection activities
and green investment. Aconsolidated program of legacy environmental
damage cleanup in 2014-2020 has
been put together that provides for

92

Annual report 2013|Health, safety and enironment

the remediation of all oil polluted


lands inherited from past owners;
In 2013, there were no business
disruptions within the extended Company perimeter for reasons related
to the identification of environmental
violations; this was due to timely completion of comprehensive organizational, technical and investment action
aimed at the prevention of negative
environmental impact and assurance
of environmental compliance.

ROSNEFT

Well clean up unit, LLC RN-Yuganskneftegaz

Legacy Environmental Damage Cleanup Program delivery


Type of activity

Oil polluted land remediation

Oil sludge recycling

Drilling waste recycling

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

Subsidiaries presence areas on Sakhalin and in the Nefteyugansk District of


KhMAO.

dump sites in RN-Yuganskneftegaz area

The Company and Subsidiaries in 2013


invested RUB 5.25 bln in the construction and upgrade of treatment facilities
in their presence areas.

specialized dump sites in RN-Purneft-

As part of the Targeted Environmental


Program, construction and commissioning of specialized facilities for
clean waste dumping and disposal was
assured, including the following:

specialized oily waste recycling sites in

oil sludge recycling site at the Belozerskoe field (RN-Stavropolneftegaz LLC


area of operations);

ROSNEFT

of operations (within Priobskoe and


Kinyaminskoe fields)

egaz LLC area of operations (within


Barsukovskoe, Tarasovskoe and Kharampurskoe fields)

1,930

mln RUB. spent on the


Legacy Environmental
Damage Cleanup Program
in 2013

OJSC Samaraneftegaz area of operations (including within the Mikhailo-Kohannovskoe field, with annual oil waste
recycling throughput of 11 thousand
cubic meters);

sludge pits in RN-Sakhalinmorneftegaz


LLC area of operations (Katangli and
Odoptu-sea fields).

Health, safety and enironment| Annual report 2013

93

Remediated legacy sludge pit, LLC RN-Yuganskneftegaz

20

>

bln RUB the costs


of Consolidated
Legacy Environmental
Damage Cleanup Program
in 2014 2020

125

bln rub Company


environment protection
expenditure in 20092013

RUB 5.2 bln was spent on the


above-mentioned investment projects
within the Company Targeted Environmental Program.
Legacy environmental
damage liquidation
Since 2010, Rosneft has been implementing acorporate Legacy Environmental Damage Cleanup Program,
which is unique for Russia; as aresult
of this program, 1.5 thousand hectares
of legacy polluted and disturbed lands
have been remediated, over 2 mln cm
of drilling waste and oil sludge has been
recycled. RUB 7.2 bln was spent on
these activities.
In 2013, Rosnefts spend on the Corporate Legacy Environmental Damage
Cleanup Program was RUB 1,930 mln.
Besides, RUB 818 mln was spent on
environmental legacy cleanup in relation
to the assets consolidated in 2013.
As the result of the Legacy Environmental Damage Cleanup Program implementation in Rosneft Subsidiaries areas
of operations, environmental issues left
after the past subsoil users ofRN-Yuganskneftegaz LLC, RN-Purneftegaz

94

Annual report 2013|Health, safety and enironment

LLC, RN-Sakhalinmorneftegaz LLC,


RN-StavropolneftegazLLC, RN-Krasnodarneftegaz LLC were eliminated.
To achieve the best environmental safety results, Rosneft continuously expands
its environmental protection activities
and green investments.
Over the most recent 5 years (2009
through 2013), our Companys total
environmental protection expenditure
(including related items) exceeded
RUB125 bln.
For the 2014-2016 3-year period,
the budget of environmental protection actions and programs exceeds
RUB90bln, including over RUB 40 bln
for the construction of environmental
protection infrastructure, and over
RUB50 bln for other environmental
protection activities, including legacy
damage cleanup.
Implementation of aConsolidated
Legacy Environmental Damage Cleanup
Program is scheduled for 20142020.
It is expected that as part of the Consolidated Program, over 3 thousand
hectares of oil polluted lands will be

ROSNEFT

Rosneft performs ecological monitoring in the Arctic Region

remediated, and 2 mmcm of legacy


drilling waste and oil sludge will be
recycled.
The Company has proposed that the
Russian Ministry of Natural Resources
include some of the activities envisaged
by the above-mentioned program in the
draft Federal Targeted Program Legacy
Environmental Damage Elimination in
2014-2025.
Environmental
innovations
Development and implementation
of environment-related targeted
investment programs, refinement of
technologies used
Rosnefts strategic goal is to achieve
undisputed leadership in environmental
protection standards in the Russian oil
and gas industry, and in making them
compliant with the recognized global
practices.
The Company is working on atargeted
innovation project that aims at comprehensive disposal of drilling waste and
oily waste, which will result in an efficient
comprehensive industrial waste disposal

ROSNEFT

complex being rolled out in Company


subsidiaries. In turn, that will allow the
issue of oil sludge and drilling waste accumulation and recycling to be resolved.
Rosneft searches for, selects and initiates projects in the following areas:

advanced technologies (predominant-

ly biological ones) of oil polluted and


disturbed land cleanup and remediation,
including sea areas and coastal littoral;

advanced environmental safety tech-

nologies and systems for the Company


offshore projects;

innovative technologies and infrastruc-

ture that include testing laboratories


and experimental sites for studying oil
spill impacts on biogeocenosis of North
Siberia and other regions.
Stakeholder
engagement
Cooperation with key partners
in the area of Arctic safety
In 2013, the Declaration of Environmental Protection and Biological Diversity Preservation in Connection with

Exploration and Development of Mineral


Resources on the Arctic Continental
Shelf of the Russian Federation, initiated
by the Company as aguarantee of strict
adherence to the principles and goals
of safe Arctic offshore operations, was
finally signed by all parties (signed by
Rosneft, ExxonMobil, Statoil, Eni on
23November 2012, December 7, 2012,
21 June 2013 respectively).
Pursuant to the Declaration, the parties
will endeavor to coordinate their activities aimed at the preservation of biological diversity in the Arctic, in particular, as
part of the recommendations issued by
the Convention on Biological Diversity
and the Biological Diversity Task Force of
the InternationalPetroleumIndustryEnvironmentalConservationAssociation. The
parties intend to regularly monitor changes in the Arctic natural landscape and
seas, develop international cooperation
with reference to the Arctic Environment
Protection Strategy (AEPS).
To implement the provisions of the
Declaration, Rosneft is making preparations for the execution, in 2014, of
several cooperation agreements with
anumber of ministries and agencies of
the Russian Federation, the purpose of

Health, safety and enironment| Annual report 2013

95

Company performance in the environment protection area


Indicator

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

Investment in fixed assets allocated for environment


protection (financing)

Gross contaminant emissions into atmospheric air


Water intake and supply
Recycled water %
Total generated waste

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.

which is to create an environment that


is conducive to efficient interaction on
prevention and coordination of emergency response, environment and biota
preservation activities.
The Declaration further sets out the intentions for setting up an Arctic Coordination Center; proposals and aconcept
for setting up such aCenter have been
made ready for discussion.
Expanding cooperation
with non-governmental
environment protection
organizations
Rosneft has joined the Non-Profit
Partnership Russian National Committee for Assistance to UN Environment
Program (UNEPCOM) whose mission is
to facilitate performance of the Russian
Federations international obligations
to the UN Environment Program (UNEP)
and other international organizations
dealing with these issues.
The key vectors of such interaction lie
in the area of resolving environmental
safety assurance issues in connection
with offshore, international, economically
significant projects with partner companies and other industry companies,
including international ones, in the area
of environmental protection.
President of the Company has signed
aMemorandum of Intent with WWF

96

Russia that provides for joint action in


the areas of studying and monitoring
certain animal species (polar bear and
walrus) entered in the Red Book.
Our Company is drafting aCooperation Agreement with the Russian Polar
Researchers Association and aresearch
project with Lomonosov Moscow State
University for joint Arctic studies which,
in particular, envisages development of
amethod for using anew class of destroyer microorganisms for oil pollution
cleanup in northern seas.
Rosneft supports the Global Energy
Policy and Energy Security Department
of the International Institute of Energy
Policy and Diplomacy (MIEP) of the
Russian Foreign Ministrys Institute of
International Relations; the Department
analyses Russian and international technical regulations and guidelines, and
legal regulation in the area of industrial
and environmental safety assurance
in connection with the development of
Arctic hydrocarbon resources.
Increasing Company
environmental
responsibility
Rosneft regularly conducts events aimed
at raising the level of Company staff
environmental culture and awareness,
including the Environmentalist Days, information/education competitions aimed
at the preservation of wildlife.

Annual report 2013|Health, safety and enironment

Company performance in the


environment protection area
In 2013, with the integration of new
assets, new facilities were included in
the Company perimeter that negatively
impact the environment, followed by
growth in absolute values that describe
the aggregate man-made load caused
by the operations pursued at these facilities. At the same time, there have been
positive developments in the Company
unit impact values; gas program implementation, refining and petrochemical
stream facility upgrades, and tank fleet
refurbishment have operated to reduce
unit effluent rates; reconstruction and
construction of new closed-circuit water
supply systems enabled arise in the
share of return water in overall water
consumption.
Emergency
Prevention
and Response
In 2013, Rosneft set up anew structural unit, Crisis Management Center,
designed to ensure aunified system of
operational management and response
to emergencies and incidents based on
applicable federal regulatory and legislative requirements, as well as improving
the efficiency of the Group liaison with
the executive authorities at different
levels as part of the Unified State System for Prevention of and Response to
Natural and Technogenic Emergencies.

ROSNEFT

Company Performance in Emergency Prevention and Response


2011

2012

2013

Number of emergencies

Number of technogenic emergencies per one thousand hazardous facilities in operation

1,929.6

2,102.6

2,970.0

953

1,068

1,507.8

976.6

1,034.6

1,462.2

Expenditure on emergency prevention and response, RUB mln


including financial and material provisions, RUB mln
including professional response & rescue team maintenance, RUB mln
including emergency response

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

Company, such as review of and lessons


learned from the previous incidents and
incidents along the following lines:

instant information communication;


response by Rosneft subsidiaries

management and forces to emergency


threats;

relevant documents made available


inatimely manner;

identification of causes of accidents


andincidents;

The Risk Management


Information System
hardware and software
to be implemented in
the Crisis Management
Center does not have
analogues in Russian
Federation ministries
and agencies (Emergency
Ministry, OJSC Russia
Railways (RZhD), Defense
Ministry). Apatent will be
applied for to make it the
Companys proprietary
system

taking effective measures to elimi-

nate deficiencies and prevent their


recurrence.
The results of such reviews were
communicated to Rosneft subsidiaries
on amonthly basis, and monitoring of
identified deficiencies elimination and
preventive measures enforcement was
organized.
Rosneft Subsidiaries 2014
Emergency Prevention
and Response Plans
In order to further improve the emergency prevention and response system,
the Company has developed aseries of
activities for 2014.
Starting from 2014, training and methodology review events are planned to

Health, safety and enironment| Annual report 2013

97

2013 Energy Consumption


by Business Stream

56% Oil and gas production


31% Oil refining
12% Petrochemicals and gas
processing
1% Oil products distribution

be held to review Group subsidiaries


performance in emergency prevention and response. Such assemblies
are expected to become regular and
will be held on Group subsidiary sites
in conjunction with demonstration
exercises. They are expected to be
attended by senior managers and
specialists of key Rosneft subsidiaries
and are intended to become akey
forum for sharing experience and
discussing issues.
Annual competitions are planned to
be held to identify the best Rosneft
subsidiary in emergency prevention
andresponse. The best performers will
be identified in the oil production, oil
refining, gas processing, and product
supply businesses.

1% Service

The 2014 Business Plan includes actions


toward creating of the 1st phase of the
Risk Management Information System as an integrated organizational
and functional structure incorporating
the Companys information, software,
technology, telecommunications and
administrative resources.

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

Accident-free Functioning of Subsidiary Facilities during the Far


East Autumn Flood

* Data on the assets that are included in the


Rosneft Oil Company as of 31 December, 2013.

98

In August-October 2013, the Company


set up an ad hoc crisis team to
prevent subsidiary facilities from being
flooded during the autumn flood in
the Far East. The joint efforts of the
Rosneft Crisis Team and the teams of
the Far Eastern subsidiaries prevented
suspension of RN-Komsomolsk
Refinery, RN- Sakhalinmorneftegaz
and RN-Vostoknefteprodukt
operations. To ensure accidentfree functioning of the said facilities

Annual report 2013|Health, safety and enironment

and prevent environmental risk, the


Company:
involved 237 people and 50 pieces
of equipment;
acquired RUB37mln worth of materials and equipment;
built 2km of waterstop dams.
Owing to all those actions, during
the flood the Companys subsidiaries
operated in aroutine mode.

ROSNEFT

approved by the Board of Directors in


March 2009. The Program addressed efficiency improvement of power and heat
utilization and boiler and furnace heating
fuel utilization in key operations.
Also in 2013, amethodology was
defined for developing aprogram of
energy saving and estimating the actual
energy-saving effect from standard measures. Based on the new methodology,
the 2014-2018 Energy Saving Program
was developed and approved by the
Rosneft Board of Directors. The Program
covers 93 subsidiaries and is expected
to deliver 4,500kt of fuel equivalent of
fuel and energy savings.

1,868

abig change in managing the process


of energy efficiency and energy saving
improvement.
The methodological and organizational
support for this project will be provided
by anewly set up Energy Efficiency
Commission made up of Headquarters
structural unit leaders in charge of the
Companys operational and economic
performance.

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 Fuel and Energy Savings


Key operations

2013 Savings
Power, thou. kWh

Oil and gas production


Oil refining
Oil product supply
TOTAL

ROSNEFT

Heat, thou. Gcal

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%

Health, safety and enironment| Annual report 2013

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.

Annual General Shareholders meeting in 2013

Corporate
Governance
System

Rosneft is consistently improving its


corporate governance system in line
with the corporate governance principles recognized by the global economic
community.
The most meaningful criteria of assessing the effectiveness the Companys
corporate governance system are information openness, professionalism and
responsibility of its management.
INFORMATION OPENNESS
Rosneft won the annual competition For
Active Corporate Policy on Information
Disclosure.
Now all Board of Directors Committees
have independent directors.
Sixteen public hearings were held in the
regions where the Company operates
addressing socioeconomic collaboration, labor safety, industrial and environmental safety, charity and sponsorship.
PROFESSIONALISM
The professionalism and high standing
of the Board of Directors members
allows them to set the Companys
strategic goals in an optimum way, and
its highly-skilled management efficiently
manages the Companys operations,
which is an indication of its growing
credibility with shareholders.
The Rosneft Board of Directors is composed of top-notch professionals in the
petroleum business, geology and mining, public administration and operational management, finance and banking.
Integration of the TNK-BP assets brought
about a good synergy from combining
best corporate governance practices.

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

Annual report 2013|Corporate governance

independent directors
on the Board
of Directors
as of 31 December 2013

Companys performance in 2012 and


was attended by owners of 97.7% of
Company shares.
The AGM was televised in Moscow,
Krasnodar, Krasnoyarsk, Nefteyugansk,
Samara, and Neftekumsk for the benefit of persons who have the right to
participate.
The AGM resolution approved the
Companys 2012 Annual Report and
Financial Accounts, distribution of the
2012 income, and remuneration and
compensation of expenses to members
of the Companys Board of Directors.
The AGM resolved to pay 85,315 million
rubles (RUB 8 and 5 kopeks/per one
outstanding common share) in dividends
for 2012, which was 25% of the Companys IFRS net income and 6.9% higher
than the 2011 dividends.
Decisions were also taken on the
election of members of the Board of
Directors and of the Audit Commission,
on approval of the Company Auditor, on
an amendment to the Company Charter,
on approval of the Regulation on the
General Meeting of Shareholders as
amended, and a number of related-party
transactions.

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

tax, stock market and similar offences


and/ or a criminal record of economic
offences and/or offences against state
authorities, and whether the candidate
has given their written consent to be
elected director.
The Board of Directors is accountable
to the General Meeting of Shareholders
and is responsible for observance and
protection of the rights and legitimate
interests of Company shareholders. In
its activities the Board of Directors is
governed by the principles of preventing restrictions of shareholder rights,
ensuring a balance of interests of
different shareholder groups, ensuring
that informed and reasonable decisions
are taken in good faith and in the best
interests of the Company based on
reliable and objective information about
the Companys activities.
The principal document that governs the
Board of Directors activities is the Company Charter. Following the Charters
requirements, the General Meeting of
Shareholders approved the Regulation
on the Board of Directors, a document
that regulates the process of the Board
of Directors work.

Board of Directors with all the necessary


information for them to properly perform
their duties offering them a relevant
induction program.
The current Board of Directors is made
up of nine members, with four of them
being independent directors. The only
executive director is Igor Sechin, the
Companys President and Chairman of
the Management Board. Such composition of the Board of Directors corresponds to the standards set out in the
Companys Code of Corporate Conduct.
Board of Directors Membership (as of
31 December, 2013)
From 1 January, 2013 to 20 June, 2013,
the powers of the Companys Board of
Directors were exercised by members
elected by the Extraordinary General Meeting of Shareholders on 30
November, 2012. From 20 June, 2013,
the Board of Directors was made up of
members elected at the Annual General
Meeting of Shareholders on 20 June,
2013.

The Board of Directors terms of


reference include decisions on most
significant matters, such as setting the
Companys business priorities and
developing strategies, creating its executive bodies and oversight of their activities, approving the risk management
and internal control system, defining the
Companys overall policy with respect
to its subsidiaries and other types of
affiliated entities, control of corporate
governance practices and other matters
of priority importance for the Companys
development.
In carrying out its functions the Board of
Directors, as such and via its Committees, works closely with the Companys
management, structural sub-divisions,
and officers, as well as with the Company registrar and external auditor.
Maximum efficiency of the Rosneft
Board of Directors work is ensured by
the high level of its members qualification, responsibility for decisions taken,
including the personal responsibility
of each director, and optimum balance
between executive, non-executive and
independent directors. The Company
provides newly-elected members of the

Corporate governance|Annual report 2013

103

Board
of Directors
Members
(as of 31 December, 2013)

Alexander
Nekipelov

Igor
Sechin

Andrey
Kostin

Sergey
Chemezov

Chairman of the Rosneft Board


ofDirectors, Member of the Strategic
Planning Committee

President and Chairman of the


Management Board of Rosneft,
Deputy Chairman of the Rosneft Board
ofDirectors

Deputy Chairman of the Rosneft


Board of Directors, member of the
Audit Committee and of the HR
andRemuneration Committee

Deputy Chairman of the Rosneft Board


of Directors, member of the Strategic
Planning Committee

In 1973 graduated from the Economics


Department of Lomonosov Moscow State
University. Doctor of Economics. Member of the
Russian Academy of Sciences. Professor. Author
of 3 monographs and over 200 papers published
in Russia and abroad. Has government and
industry awards.

Born in 1960.

Born in 1956.

In 1984 graduated from Leningrad State


University. Doctoral Candidate in Economics. Has
government and industry awards.

Graduated from Lomonosov Moscow State


University. Doctoral Candidate in Economics.

Graduated from Irkutsk National Economy


Institute. Doctor of Economics. Professor,
member of the Academy of Military Science.

From 2002 President, Chairman of the


Management Board, member of the Supervisory
Board of OJSC Bank VTB.

From 2007 General Director, member of the


Rostechnologii State Corporation Supervisory
Board.

From 1998 to 2001 Director of the Institute for


International Economic and Political Studies,
Russian Academy of Sciences.

From 2004 to 2008 Deputy Head of the


Russian Federation Presidents Administration,
Aide to the President of the Russian Federation.

From 2012 Dean of the Higher School of


Management, St. Petersburg University.

From 2007 President of the All-Russian


Industrial Employers Association Union of
Mechanical Engineers.

From 2001 to 2013 Vice President of the


Russian Academy of Sciences, presidium
member of the Russian Academy of Sciences.

From 2004 to 2011 Chairman of the Rosneft


Management Board.

From 2006 President of All-Russian Public


Organization Federation of Gymnastics of
Russia.

From 2007 President of the All-Russian Public


Organization Union of Mechanical Engineers.

From 2008 to 2012 Deputy Chairman of the


Government of the Russian Federation.

From 2006 President of NCP Financial Banking


Council of the CIS.

In June 2013 was elected member of the Rosneft


Board of Directors, Deputy Chairman of the
Board of Directors.

From May 2012 President, Chairman of the


Management Board of Rosneft.

From 2006 to 2009 member of the Rosneft


Board of Directors.

From November 2012 Member of the Rosneft


Board of Directors.

From 2009 to 2012 acted as Deputy Chairman of


the Rosneft Board of Directors.

From 2013 - Deputy Chairman of the Board of


Directors of Rosneft.

From June 2013 reelected to the Rosneft Board


of Directors, and is Deputy Chairman of the
Board of Directors.

Born in 1951.

Born in 1952.

From 2004 Director of the Moscow School of


Economics, Lomonosov Moscow State University.
From April 2011 Deputy Chairman of the Board
of Directors of Rosneft.
From June 2011 Chairman of the Rosneft Board
of Directors.
Member of the Board of Directors of OJSC
Zarubezhneft.

From 2000 to 2004 Deputy Head of the


Russian Federation Presidents Administration.

From 2013 President of OJSC RN Management


(prior to change of name OJSC TNK-BP
Management (concurrently).
Chairman of the Board of Directors of OJSC
ROSNEFTEGAZ, LLC RN-CIR, OJSC Inter RAO,
LLC National Oil Consortium; member of the
Board of Directors of Rosneft Limited and Saras
S.p.A., Chairman of the Supervisory Board of LLC
CSKA Professional Hockey Club.

Chairman of the Supervisory Board of CJSC VTB


24, PJSC VTB Bank (Ukraine); Chairman of the
Board of Directors of OJSC Bank of Moscow;
member of the Management Board Bureau of the
Russian Union of Industrialists and Entrepreneurs;
member of the Supreme Council of All-Russian
Political Party United Russia; member of
the Presidium of NCP National Corporage
Governance Board and Association of Russian
Banks; member of the Board of Directors of CJSC
VTB Capital, CJSC Holding VTB Capital, LLC
Congress-Center Konstantinovskiy.

Chairman of the Board of Directors of OJSC


OPK OBORONPROM, OJSC Corporation
VSMPO-AVISMA, OJSC KAMAZ, CJSC AKB
NOVIKOMBANK, OJSC Rosoboronexport;
Deputy Chairman of the Board of Directors
of OJSC AVTOVAZ, LLC National Information
and Settment Systems; member of the Board
of Directors OJSC AKB INTERNATIONAL
FINANCIAL CLUB, OJSC ROSNANO, OJSC
Aeroflot, OJSC GMK Norilsk nikel, OJSC OAK,
OJSC OSK.

Over a number of years has been a member of


the Trustee Boards of Federal State Budgetary
Cultural Agency State Academic Bloshoi Theater
of Russia, Friends of the Russian Museum
Development Foundation, Russia Physical
Culture and Sports Support and Development
Foundation, NCP Center for Problem Analysis
and Public Administration Design, and a number
of other educational and cultural institutions.

104

Annual report 2013|Corporate governance

ROSNEFT

ROSNEFT

Corporate governance|Annual report 2013

105

Robert
Dudley

Matthias
Warnig

Nikolay
Laverov

John
Mack

Donald
Humphreys

Member of the Rosneft Board of


Directors, member of the Strategic
Planning Committee

Independent member of the Rosneft


Board of Directors, Chairman of the HR
and Remuneration Committee, member
of the Audit Committee

Independent member of the Rosneft


Board of Directors, Chairman of the
Strategic Planning Committee

Independent member of the Rosneft


Board of Directors, Chairman of the
Audit Committee, member of the HR and
Remuneration Committee

Independent member of the Rosneft


Board of Directors, member of the Audit
Committee and of the Strategic Planning
Committee

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

Graduated from Duke University

Graduated from Oklahoma State University;


Wharton School; University of Pennsylvania

From 1991 to 2013 Vice President of the Russian


Academy of Sciences, presidium member of the
Russian Academy of Sciences.

Chairman of the Board of Directors of Tri Alpha


Energy, Chairman of the Trustee Board of New
York Presbyterian Hospital; member of the
Advisory Board of China Investment Corporation,
Advisor to Morgan Stanley Huaxin Securities, and
member of the Board of Directors of Bloomberg
Family Foundation, Corinthian Ophthalmic,
Enduring Hydro, and Glencore

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

From 2010 President, Chief Executive Officer


of BPs Gulf of Mexico Special Emergency
Response Unit

From 1990 to 2006 was in charge of finance


aspects of the Dresdner Bank Group, Frankfurt
am Main, St. Petersburg, Moscow (held positions
of President, Chairman of the Board of Directors,
and Chief Coordinator of Dresdner Bank Group
AG in Russia)

In June 2013 was elected member of the Rosneft


Board of Directors

From 2006 Managing Director of Nord-Stream


AG (Switzerland)

Member of the Trustee Board of All-Russian


Public Organization Russian Geographical
Society

From 2011 Member of the Rosneft Board of


Directors

106

Independent member of the Supervisory Board


of OJSC Bank VTB, member of the Supevisory
Board of Verbundnetz Gas Aktiengesellschaft;
Chairman of the Administrative Board of
GAZPROM Schweiz AG, Chairman of the Board
of Directors of OJSC AK Transneft and United
Company Russian Aluminum, and member of
the Board of Directors of OJSC AB Russia.

Annual report 2013|Corporate governance

From 2013 member of the Presidium of the


Russian Academy of Sciences
From 2012 member of the Board of Directors
ofRosneft, until June 2013 was Deputy Chairman
of the Board of Directors.

From 2005 to 2011 held top positions at


Morgan Stanley (President, Chairman of the
Board of Directors)
From 2005 to 2009 Director of IMG
In June 2013 was elected member of the Rosneft
Board of Directors.

From 2006 to 2013 finance aspects of


ExxonMobil Corporation (held positions of Senior
Vice President, Treasurer, Finance Director, was
member of the Governance Committee)
From 2006 to 2013 Treasurer, member of the
Board of Directors of NPO Junior Achievement
Worldwide
In June 2013 was elected member of the Rosneft
Board of Directors
Member of the Board of Directors of the Texas
Parks and Wildlife Foundation, member of the
Board of Directors of the Ross Perot Nature and
Science Museum

Member of the OJSC Rosgeologiya Board of


Directors

ROSNEFT

ROSNEFT

Corporate governance|Annual report 2013

107

BoD members attendance of BoD and BoD Committee meetings in 2013


Board of Directors
BoD member

Executive

Non-Executive

Independent

Attendance

Audit
Committee

HR and
Remuneration
Committee

6/6

8/8

Strategic
Planning
Committee

Persons who were members of the Board of Directors throughout 2013


Matthias Warnig

35/35

Nikolay Laverov

35/35

5/5

35/35

5/5

Alexander Nekipelov
Igor Sechin

35/35

Persons who left the Board of Directors 20 June, 2013


Mikhail Kuzovlev

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

Persons who joined the Board of Directors on 20 June, 2013


Robert Dudley

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.

Board of Directors Activities in 2013


In 2013, the Board of Directors held
35 meetings (7 in presentio, 28 in
absentia) which reviewed and took decisions on various aspects of the Companys business1.
During the reporting period, the Board
of Directors reviewed the following
matters2 (as falling within the remit of
the Board of Directors in accordance
with Article 65 of the Federal Law on
Joint-Stock Companies, as well as other
matters within the Board remit concerning the Companys routine business:

organization of the Board of Directors

and of the Board Committees work 10

cooperation and execution of business


projects 38

composition of the Company Management Board and Management Board

members concurrently holding positions


in governance bodies of other organizations 7

approval of performance indicators and


senior managers performance 2

execution/approval of transactions which

fall within the remit of the Board of Directors in accordance with the Company
Charter 49

placement of bonds and approval of

issuance documents (resolutions on


issuing securities and listing prospectus) 1

approval of performance indicators for

and performance of General Directors of


key entities of the group 2

matters related to defining the Compa-

nys position with respect to election


(appointment) and early termination of
the powers of the Sole Executive Body
of key entities of the group 6

matters related to preparing and holding


the Annual and Extraordinary General
Meetings of Shareholders 20

approval of Company internal regulatory


documents 13

resolution on amending the Company

Charter as regards creation of branches,


opening and dissolution of Company
representative offices 1

participation in companies charter


capital 2

approval, adjustment, and delivery of the joining entities of the group to the conCompany business plans 2

solidated taxpayer group 1

changes of the organizational structure 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

Annual report 2013|Corporate governance

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.

results of the auditor selection tender

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

The Rosneft Board of Directors


Committees

The Audit Committee worked based on


six-month plans. During the reporting
period, the Committee met 6 times, including 3 times in presentio and 3 times
in absentia.

An important prerequisite for the Board


of Directors efficient performance
is the creation of Board committees
charged with preliminary consideration
of important issues and preparation of
recommendations thereon to the Board
of Directors.
The Company has three Board Committees that the Board of Directors relies on
in reviewing matters within its remit:

the Audit Committee is designed to

assist the Board of Directors in efficiently


performing its functions with respect to
financial and economic control of the
Companys activities;

the HR and Remuneration Committee

designed to help create a transparent


and effective practice of recruiting
high-skilled professionals to manage the
Company, as well as creating incentives
for their successful performance;

the Strategic Planning Committee

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.

The Audit Committee

The Audit Committee carried out quarterly preliminary reviews of Rosnefts


consolidated financial accounts (IFRS)
and reviewed the findings of the audit or
of the overview of the said accounts.
During the reporting period, the Committee also reviewed:

approval of the Company Policy on the

Internal Control and Risk Management


System. The Policy sets goals, objectives
and principles for the Companys internal control system and allocates powers
and responsibilities within the system
(the Policy has replaced the Regulation
on Internal Control of Rosneft Finances
and Business Operations). The Policy
is designed to ensure implementation
and maintenance of an efficient system
of internal control and risk management
commensurate to the scale and complexity of the Companys business and
following global best practices aimed
at helping the Company to achieve its
goals. The Committee recommended
that the Board of Directors approve the
document as compliant with the Russian
Federation statutory requirements and
the applicable anti-corruption laws of
the UK and any other jurisdiction where
the Company operates or planning to
operate;

(on a preliminary basis, jointly with

auditors opinion on the 2012 financial


accounts (including subdivisions and
subsidiaries);

the Audit Commission) 2012 Internal


Audit Commission findings (including
the findings of the audits of Company
finances and business operations, annual accounts, and Annual Report data
accuracy); recommendations to the Annual General Meeting of Shareholders
concerning distribution of the Company
income, the amount and procedure of
2012 dividend payment; Rosneft external

giving its opinion of the candidates for


auditing Rosnefts and its subsidiaries
financial accounts and consolidated
financial accounts in accordance with
Russian Accounting Standards (RAS),
and making recommendations as to the
auditors fees in 2013;

and recommended that the Board of

Directors set the price for certified


non-convertible commercial rated demand bonds.
On top of that, the Committee prepared recommendations to the Board
of Directors on the following issues:
preliminary approval of the 2012 Annual
Report and Annual Financial Accounts,
the 2012 profit and loss distribution and
the amount and process of the 2012
dividends payment.
The Committee Chairman had regular
working meetings with Rosneft senior
managers, representatives of external
auditors, and the Head of the Internal
Audit and Control Department.
The HR and Remuneration Committee
The Committee worked based on sixmonth plans and during the reporting
period had eight meetings.
The Committee prepared recommendations for the Board of Directors to take
decisions on the following issues:

approval of senior managers performance indicators for 2013;

approval of senior managers perfor-

mance and annual remuneration in 2012;

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;

composition of the Rosneft Business


Ethics Board;

3. http://rosneft.ru/news/pressrelease/
4. http://rosneft.ru/Investors/information/importantnotices/

ROSNEFT

Corporate governance|Annual report 2013

109

Committee

Membership as of 31
December, 2013

Committee
Functions

Committee ensures
Board liaison with

Audit Committee

John Mack (Chairman)


Matthias Warnig
Andrey Kostin
Donald Humphreys

ensuring BoD involvement in exercising financial and operational control of


the Company
review of auditor candidates, assessment of the auditors opinion, audit quality
and observance of audit independence
assessment of the efficacy of internal control and risk management
procedures and preparing proposals for their improvement
preliminary review of the Companys financial accounts
oversight of the completeness and accuracy of the Companys tax, financial
and management accounting
oversight of the efficiency of structural subdivisions which perform internal
control and audit functions;

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

structural subdivisions engaged in


strategic planning;
executive bodies

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

review of the Rosneft 2012 sustainability


report;

changes in the Rosneft organization


structure;

As part of the work on forming the


Companys new organization and also
as part of the annual performance-based
benefits program for the Company
personnel, the Committee Chairman had
regular working meetings with Rosneft
senior managers and the Head of the
HR Department.
The Strategic
Planning Committee
The Committee worked based on sixmonth plans and during the reporting
period had five meetings.

110

The Committee prepared recommendations for the Board of Directors to take


decisions on the following issues:

approval of the 2012 report on the Rosneft Innovative Development Program


delivery status;

approval of the Company Policy on

Pricing of, and Procedure for, Export and


Domestic Sale of Crude Hydrocarbons,
Refined Petroleum Products and Petrochemical Products and the Company
Standard on Organizing Tenders for
Export and Domestic Sale of Crude
Hydrocarbons, Refined Petroleum Products and Petrochemical Products. The
Policy sets the main pricing principles
(algorithm) and a general process for
product export and sale on the territory
of the Russian Federation. The Policy

Annual report 2013|Corporate governance

is designed to define the main pricing


principles and the general sale process
enabling efficient export and domestic
sales of the Companys crude hydrocarbons and refined products compliant
with the applicable legislation of the
Russian Federation;

approval of the Companys Policy on

Managing Temporary Funds. The Policy


sets goals, objectives and principles of
the organizing management of the Companys temporary funds and financial
instruments in order to efficiently place
such temporary funds.

approval of the Company Policy on


Solvency Management;

placement of securities;

ROSNEFT

expected 1 H 2013 financial and opera-

tional performance of the Company;


During the reporting period, the Committee Chairman had regular working
meetings with the Companys senior
managers and heads of structural
subdivisions involved in the process
of business planning and Company strategy development.
Rosneft Executive Bodies
Management of Rosnefts current business is the responsibility of the Companys executive bodies: the Management
Board (Collegial Executive Body) and
the Company President (Sole Executive
Body), both accountable to the Company Board of Directors and the General
Meeting of Shareholders.
The hierarchy and activities of Rosneft
governance bodies are regulated by:

OJSC Rosneft oil companys Charter;


the Regulation on the Collegial Exec-

utive Body (Management Board), approved by Rosnefts General Meeting of


Shareholders on 19 June 2009 (unnumbered minutes dated 29 June 2009);

the Regulation on the Sole Executive

Body (President), approved by Rosnefts


General Meeting of Shareholders on 19
June 2009 (unnumbered minutes dated
29 June 2009);

Rosnefts Code of Corporate Conduct,

approved by the Company Board of


Directors (Minutes No. 6 dated 17 May
2006), as amended and approved by
the Board of Directors on 22 May 2007
and 30 December 2011.

early termination (from 11 February 2013)

of the powers of Gani Gilayev as a Management Board member; appointment


of Yuriy Kalinin and Andrey Votinov as
new Management Board members from
12 February 2013 (Minutes No. 9, dated
13 February 2013, of the meeting of the
Board of Directors on 11 February 2013);

termination (from 19 July 2013) of the

powers of Dmitriy Avdeyev as a Management Board member, appointment


of Igor Maydannik as a new Management Board member from 19 July 2013
(Minutes No. 2, dated 22 July 2013, of
the meeting of the Board of Directors on
19 July 2013);

from 18 September 2013, increase in

the Management Boards membership


from 11 to 13 persons, termination of the
powers of Eduard Khudainatov as a
Management Board member and Deputy Chairman, appointment of Eric Liron
and Svyatoslav Slavinskiy as new Management Board members, appointment
of Rashid Sharipov as a Management
Board member and Deputy Chairman
(Minutes No. 6, dated 23 September
2013, of the meeting of the Board of
Directors on 18 September 2013).
The President of Rosneft
In accordance with clause 11.3 of the
Company Charter, President is appointed by the Board of Directors for a period
of three years.
By virtue of the Company Board of Directors resolution (Minutes No. 22 dated
23 May 2012) Igor Sechin was appointed
President for a period of three years.

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

Corporate governance|Annual report 2013

111

Members of the Rosneft


Management Board*
(as of 31 December 2013)

Igor
Sechin

Rashid
Sharipov

Eric
Maurice Liron

Larisa
Kalanda

Andrey
Votinov

President and Chairman


ofthe Management Board
of Rosneft, Deputy Chairman
of the Rosneft Board
ofDirectors

Deputy Chairman of Rosnefts


Management Board, Vice
President, Head of Rosneft
President Office

First Vice President

State Secretary,
Vice President

Vice President, Capital


Construction

Born in 1964

Born in 1971

In 1985 graduated from Sverdlovsk


Institute of Law, majoring in
jurisprudence. In 1994 completed a
postgraduate course at the Institute
of Philosophy and Law of the Belarus
Academy of Sciences. Distinguished
Lawyer of the Russian Federation.

In 1993 graduated from Krasnodar


Higher Missile Troops Military
Engineering School, in 2003 completed
a post-graduate course at Kuban State
University of Technology, in 2009
graduated from Gubkin State Oil and
Gas Academy, in 2011 received an MBA
degree from Moscow State Institute for
International Relations (under the Ministry
of Foreign Affairs). Doctoral Candidate
ofTechnical Science.

Born in 1968
Born in 1960.

In 1991 graduated from Moscow State


Institute for International Relations, in
1993 from California Western School
ofLaw. Master of Law.

In 1984 graduated from Leningrad


State University. Doctoral Candidate in
Economics. Has government and industry
awards.

From 2006 to 2013 Deputy General


Director of LLC KFK-Consult
From September 2013 Vice President,
Head of Rosneft President Office, Deputy
Chairman of Rosnefts Management
Board
From 2013 President of OJSC RN
Holding (concurrently)

From 2000 to 2004 Deputy Head


of the Russian Federation Presidents
Administration.
From 2004 to 2008 Deputy Head
of the Russian Federation Presidents
Administration, Aide to the President of
the Russian Federation.
From 2004 to 2011 Chairman of the
Rosneft Management Board.
From 2008 to 2012 Deputy Chairman
of the Government of the Russian
Federation.

From November 2012 Member of the


Rosneft Board of Directors.
From 2013 - Deputy Chairman of the
Board of Directors of Rosneft.

From 1980 to 2000, helddifferent


executive positions at Schlumberger,
managing comprehensive projectsin the
Middle East, Africa and the Asia-Pacific
Region
From 2000 to 2005 Manager of
Comprehensive Projects in Russia,
Manager of Oilfield Services at
Schlumberger Oilfield Services (Russia)
for the Sibneft project
From 2006 to 2013 held various
executive positions at OJSC TNK-BP
Management, including Vice President,
Wells
From April 2013 Vice President, Drilling,
Completions and Oilfield Services,
Rosneft
From July 2013 First Vice President,
Upstream, Rosneft
From September 2013 Member of
Rosnefts Management Board

From 1997 Deputy Head of the Legal


Division, OJSC TNK and OJSC TNK-BP
Management
From 2003 to 2006 Vice President,
Legal, OJSC TNK-BP Management
From 2006 to 2012 Vice President,
Legal Support of Company Business,
Rosneft; from February 2011 Corporate
Property and Corporate Governance
From 2007 Acting General Director of
OJSC ROSNEFTEGAZ
From 2009 to May 2012 Deputy
Chairman of Rosnefts Management
Board
From May 2012 Member of Rosnefts
Management Board
From December 2012 State Secretary,
Vice President, Government Relations,
Rosneft
From 2013 Senior Vice President,
Russian Government Relations, OJSC RN
Management (previously OJSC TNK-BP
Management) (concurrently)
Member of the Board of Directors of
OJSC ROSNEFTEGAZ, OJSC RN Holding,
member of the Board of Directors of
Rosneft Limited and Taihu Limited

From 2013 President of OJSC RN


Management (prior to change of
name OJSC TNK-BP Management
(concurrently).
Chairman of the Board of Directors of
OJSC ROSNEFTEGAZ, LLC RN-CIR,
OJSC Inter RAO, LLC National Oil
Consortium; member of the Board of
Directors of Rosneft Limited and Saras
S.p.A., Chairman of the Supervisory Board
of LLC CSKA Professional Hockey Club.

Annual report 2013|Corporate governance

In 1980 graduated from the School of


Radio Engineering, Electronics and
Computer Science (Paris, France)

Chairman of the Board of Directors of


OJSC Udmurtneft and LLC Taas-Yuriakh
Neftegazodobycha

From May 2012 President, Chairman of


the Management Board of Rosneft.

112

Born in 1954

Recipient of industry awards:


Commendation from the Russian
Ministry of Industry and Energy
Honorary Certificate from the Russian
Ministry of Energy
From 1994 held various positions at
RN-Tuapsenefteprodukt LLC
From 2008 General Director, LLC
RN-Tuapsenefteprodukt
From 2009 Director of the Krasnodar
Regional Representative Office of LLC
RN-Bunker
From 2010 General Director, Chairman
of the Management Board of LLC RNTuapse Refinery
From December 2012 Acting Vice
President, Rosneft
From March 2013 Vice President,
Capital Construction, Rosneft
From 2013 General Director of LLC RNEast Siberia, CJSC Krasnoyarskgeofizika
and LLC RN-SpetsStroy, and Acting
General Director of LLC RN-Stroy
From February 2013 Member of
Rosnefts Management Board
Chairman of the Board of Directors
of LLC SamaraNIPIneft, OJSC
Angarskneftekhimproekt, OJSC
Samaraneftekhimproekt, OJSC SvNIINP,
member of the Board of Directors of
LLC Krasnoleninsk Oil Refinery, LLC
RN-CIR, OJSC TomskNIPIneft, OJSC
Sakhalinmorneftemontazh

ROSNEFT

ROSNEFT

Corporate governance|Annual report 2013

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, Legal


Support of Business

Vice President, Refining and


Petrochemical Business

Vice President,
Offshore Projects

Vice President, Economics


and Finance

Financial Director

Born in 1946

Born in 1966

Born in 1965

Born in 1967

Born in 1954

Born in 1970

In 1979 graduated from Kursky Saratov


Institute of Law.

In 1991 graduated with distinction from


the University of Ghent (Belgium), in 1992
from the University of Ghent (Belgium)/
University of Lisbon (Portugal). Fluent in
seven languages.

In 1987 graduated from the Lomonosov


Moscow State University
From 1987 to 1991 held various
positions in the Prosecutors Offices of
Moscow and the USSR
From 1996 to 1998 Head, Legal Service,
OJSC Alpha-Eco
From 1998 to 2003 Director, Legal
Department, OJSC TNK
From 2003 to 2013 Head of the Legal
Function, OJSC TNK-BP Management,
Executive Vice President, Legal, OJSC
TNK-BP Management
From April 2013 Vice President, Legal
Support of Business, Property and
Corporate Governance, Rosneft
From September 2013 Vice President,
Legal Support of Business, Rosneft
From 2013 Deputy Executive Director,
Legal Support, OJSC RN Management
(previously OJSC TNK-BP Management)
(concurrently)
From July 2013 Member of Rosnefts
Management Board

In 1995 graduated from Angarsk


Technology Institute, in 2001 from
Irkutsk State Academy of Economics,
in 2011 from Moscow State Institute for
International Relations (under the Ministry
of Foreign Affairs)

Graduated with distinction from Alaska


State University

In 1994 graduated from Lomonosov


Moscow State University, in 1995 from
lUniversit Paris-Dauphine

Born in 1967

Recipient of government and industry


awards:
Order of Service to the Fatherland,
Grade II
Order of Service to the Fatherland,
Grade III
Order of Service to the Fatherland,
Grade IV
Two Orders of Valor
Order of the Red Banner of Labor
Labor Veteran Medal
Distinguished Lawyer of the Russian
Federation
Ivan Kalita Order
other government and industry awards
From 1992 to 1997 Head of the Chief
Department of Correction, Russian
Ministry of Internal Affairs
From 1997 to 1998 Deputy Department
Head, Ministry of Justice of the Russian
Federation
From 1998 to 2004 Deputy Minister of
Justice of the Russian Federation
From 2004 to 2009 Director, Federal
Penal Enforcement Service of Russia
From 2009 to 2010 Deputy Minister of
Justice of the Russian Federation
From March 2010 to October 2012
Representative of the Penza Regional
Legislative Assembly in the Federation
Council of the Russian Federal Assembly
From December 2012 Vice President,
Rosneft
From March 2013 Vice President, HR
and Social, Rosneft
From February 2013 Member of
Rosnefts Management Board
From 2013 Senior Vice President, HR
and Organizational Development, OJSC
RN Management (previously OJSC TNKBP Management) (concurrently)
Chairman of the Board of Directors
of OJSC RN Holding; member of the
Board of Directors of Rosneft Limited
and Martanco Holdings Co. Limited,
member of the Foundation Board of NPF
NEFTEGARANT

114

From 1996 held executive positions


at BP
From 2005 to 2012 held executive
positions at TNK-
In 2010 Chief Executive Officer, LLC
TNK-BP Commerce, Ukraine
In 2010 Director, member of the Board
of Directors of the US Chamber of
Commerce in Ukraine
In 2011 Director, member of the Board
of Directors of the UK-Ukraine Chamber
of Commerce in Ukraine
From May 2012 Vice President, Rosneft
From June 2012 Member of Rosnefts
Management Board
From March 2013 Vice President,
Commerce and Logistics, Rosneft
Deputy Chairman, Procurement
and Marketing Committee, Ruhr
Oel GmbH; Chairman of the Board
of Directors of CJSC TZS, LLC
RN-Trade, LLC RN-Sheremetyevo,
OJSC Buryatnefteprodukt, OJSC
NK Rosneft Altaynefteprodukt,
OJSC NK Rosneft KarachayevoCherkessknefteprodukt, OJSC NK
Rosneft Smolensknefteprodukt, OJSC
NK Rosneft Kubannefteprodukt, OJSC
NK Rosneft Kurgannefteprodukt,
OJSC NK Rosneft Artag, CJSC East
Siberian Fuel Company, OJSC NK
Rosneft Yamalnefteprodukt; member
of the Board of Directors of CJSC ATK,
LLC NGK ITERA, LLC RN-CIR, OJSC
RN Holding, LLC Krasnoleninsk Oil
Refinery, CJSC Company PARKoil,
OJSC Murmansknefteprodukt, OJSC NK
Rosneft Stavropolye, OJSC Saratov
Oil Refinery, OJSC NGK Slavneft, OJSC
Slavneft-YaNOS, Rosneft Limited, Rosneft
Trade Limited, TNK Trading International
S.A., Rosneft Trading S.A., Rosneft Global
Trade S.A., Lanard Holdings Limited, SIA
ITERA Latvia

Annual report 2013|Corporate governance

Member of the Board of Directors of


OJSC RN Holding

From 1989 to 2008 began as a process


unit operator and rose to Director of
the Lubricants Plant, OJSC Angarsk
Petrochemical Company
From 2008 to 2012 General Director,
OJSC Achinsk Refinery (Vostochnaya
Neftianaya Kompaniya)
From 2012 to 2013 Acting General
Director of OJSC NK Rosneft KBTK
From March 2012 Vice President of
Rosneft
From June 2012 Member of Rosnefts
Management Board
From March 2013 Vice President,
Refining and Petrochemical Business,
Rosneft
In 2013 Chief Executive Vice President,
Downstream, OJSC RN Management
(previously OJSC TNK-BP Management)
(concurrently)
Chairman of the Board of Directors of
OJSC Achinsk Refinery (Vostochnaya
Neftianaya Kompaniya), LLC
Krasnoleninsk Oil Refinery, OJSC Saratov
Oil Refinery, OJSC Slavneft-YaNOS,
Chairman of the Shareholder Committee
of Ruhr Oel GmbH, and member of
the Board of Directors of OJSC NK
Rosneft KBTK, OJSC RN Holding,
OJSC Angarskneftekhimproekt, OJSC
Samaraneftekhimproekt, OJSC RN-CIR,
Rosneft Limited

From 1979 to 1993 held various


executive positions in Arctic drilling and
production projects in Alaska
From 1993 to 1997 worked on oil
projects in Yemen, Algeria, Australia,
Thailand, Japan, Angola, Azerbaijan and
Turkmenistan
From 1997 to 2012 held executive
positions in the Sakhalin-1 Project and
served as Vice President, ExxonMobil
Russia Inc.
From October 2012 Vice President,
Rosneft
From March 2013 - Vice President,
Offshore Projects, Rosneft
From November 2012 Member of
Rosnefts Management Board
From 2013 Chief Executive Vice
President, Upstream, OJSC RN
Management (previously OJSC TNK-BP
Management) (concurrently)
Chairman of the Board of Directors of
LLC RN-Exploration, OJSC Tomskneft
VNK, Chairman of the Supervisory Board
of OJSC Rosneft-Sakhalin; member of
the Board of Directors of LLC Arctic
Research Center, LLC Vostok-Energy,
CJSC Rosshelf, OJSC RN Ingushneft,
CJSC Arcticshelfneftegaz, OJSC NK
Rosneft Dagneft, OJSC Dagneftegaz,
CJSC RN-Astra, CJSC RN-Shelf-Dalniy
Vostok, CJSC Sakhalinmorneftegaz-Shelf,
LLC Caspian Oil Company, OJSC NGK
Slavneft, LLC RN-CIR, RN Nordic Oil AS
and Rosneft Limited

* 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

From 1995 to 1998 Director, Socit


Gnrale (Paris, Moscow)
From 1998 to 2000 Senior Analyst,
Expert, Salomon Smith Barney (Moscow,
London)
From 2000 to 2004 Expert, Vice
President, Investment and Banking, for
the Machine Building Industry, Deutsche
Bank (London)
From 2004 to 2012 held executive
positions with Citigroup, Head of
the Citigroup Petroleum Sector for
Europe, Middle East and Africa (EMEA)
(London); from 2012 Head of Citigroup
Investment and Corporate Bank, Russia
and CIS
From April 2013 Vice President,
Economics and Finance, Rosneft
From September 2013 Member of
Rosnefts Management Board
Chairman of the Supervisory Board of
OJSC Russian Regional Development
Bank, member of the Board of Directors
of OJSC RN Holding

In 1990 graduated from Plekhanov


Moscow Institute of National Economy,
majoring in Finance and Credit
From 1990 to 1993 held various
positions at the USSR Ministry of Finance
and the Russian Ministry of Economy and
Finance
From 1993 to 1995 held various
positions in the Securities Department,
International Joint-Stock Bank of Savings
Banks
From 1996 to 1999 held executive
positions at the commercial bank AKB
Tsentr, CJSC Finco-Invest Finance
Company and Russian Industrial Bank
From 2000 to 2004 Head of the
Promissory Note and Investment Program
Section, Finance Department, Rosneft;
Deputy Director and Head of the
Securities Section, Finance Department,
Rosneft
From June 2004 to 2012 Head of the
Treasury, Rosneft
From 2007 General Director,
LLC Invest-M-com (previously LLC
YuKOS-Moscow)
From 2008 General Director, CJSC
YuKOS-M
From June 2011 Member of Rosnefts
Management Board
From February 2012 Financial Director,
Rosneft
From 2013 Executive Financial Director,
OJSC RN Management (previously OJSC
TNK-BP Management) (concurrently)
From 2013 Financial Director, OJSC RN
Holding (concurrently)
Chairman of the Board of Directors of
OJSC Angarsk Catalyst and Organic
Synthesis Plant, OJSC Far Eastern Bank,
member of the Board of Directors of
Rosneft Limited, Rosneft International
Holdings Limited, Rosneft Industrial
Holdings Limited, Rosneft SH Investments
Limited, Rosneft Finance S.A., TOC
Investments Corporation, Taihu Limited,
OJSC RN Holding, LLC RN-Trade, LLC
NGK ITERA; Chairman of the Supervisory
Board of LLC Neftepromleasing;
Chairman of the Foundation Board of
NPF NEFTEGARANT; member of the
Supervisory Board of OJSC Russian
Regional Development Bank

Corporate governance|Annual report 2013

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.

actual participation in Board Committee

work as Committee Chairman and Committee member.


The Regulation stipulates the maximum
level of remuneration for members of
the Board of Directors for their work
during the reporting period; upon recommendation by the Board of Directors,
this level may be reduced, subject to the
Companys financial situation.
The Board of Directors also makes recommendations as to whether remuneration will be paid in the form of cash or
Company shares.

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:

actual participation in the Boards work

as Chairman and member of the Board


of Directors;

116

Annual report 2013|Corporate governance

Rosneft compensates all expenses associated with the performance by Board


members of their functions (accommodation, meals, travel, including VIP
lounge services, and other payments
and tariffs for air and/or rail transport
services) as well as expenses incurred
by a member of the Board of Directors
in connection with a lawsuit brought
by third parties (including expenses for
court remedy, etc.), if the grounds for
such a lawsuit were actions taken by a
Board member in the interests of the
Company. The Company also compensates expenses which may be incurred
by a member of the Board of Directors in
connection with administrative, criminal
or other proceedings arising from his or
her activities as a Board member.
Based on a recommendation of Rosnefts Board of Directors dated 30 April
2013 (Minutes No. 15 dated 6 May
2013), the General Meeting of Shareholders on 20 June 2013 resolved to
approve remuneration for the following
members of the Board of Directors for
the period when they performed their
duties by transferring to them the following amounts of Rosneft shares:

ROSNEFT

Matthias Warnig 76,373 shares (for

the periods from 20 June 2012 to 30


November 2012 and from 30 November
2012 to 20 June 2013);

Mikhail Kuzovlev 76,373 shares (for

the periods from 20 June 2012 to 30


November 2012 and from 30 November
2012 to 20 June 2013);

Nikolay Laverov 75,009 shares (for

the periods from 20 June 2012 to 30


November 2012 and from 30 November
2012 to 20 June 2013);

Alexander Nekipelov 85,920 shares

(for the periods from 20 June 2012 to 30


November 2012 and from 30 November
2012 to 20 June 2013);

Hans-Joerg Rudloff 79,101 shares (for

the periods from 20 June 2012 to 30


November 2012 and from 30 November
2012 to 20 June 2013);

Sergey Shishin 79,101 shares (for

the periods from 20 June 2012 to 30


November 2012 and from 30 November
2012 to 20 June 2013);

Dmitriy Shugaev

72,282 shares (for


the periods from 20 June 2012 to 30
November 2012 and from 30 November
2012 20 June 2013);

Iliya Shcherbovich 72,282 shares (for

the periods from 20 June 2012 to 30


November 2012 and from 30 November
2012 to 20 June 2013).
The AGM also approved payment of
compensation for expenses incurred in
connection with Board members performance of their functions specifically,
expenses for accommodation, meals,
travel (including VIP lounge services)
and other payments and tariffs for air
and/or railway transport services.

ROSNEFT

Remuneration to members of the Board


of Directors in the form of Company
shares helps to align the financial
interests of directors with the long-term
financial interests of the Company and
its shareholders.

performance indicators are developed

on the basis of the Companys development strategy and its objectives in the
reporting year;

team performance indicators and indi-

vidual performance indicators for senior


managers are approved by Rosnefts
Board of Directors;

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.

individual performance indicators for

heads of standalone subdivisions are


approved by Rosnefts Management
Board;

upon completion of the reporting year,

individual and team performance is measured by the appropriate subdivisions,


using audited consolidated financial
accounts and management accounts;

bonuses for senior managers are ap-

proved by Rosnefts Board of Directors,


and bonuses for heads of standalone
subdivisions are approved by the Management Board.
The structure of remuneration paid to
Company management (ratio of fixed to
variable parts) corresponds to generally
accepted international practice.
A bonus may be paid to senior managers as well as to other employees for
an outstanding contribution to Company development during the reporting
period.

Performance indicators are approved


and their achievement is reviewed as
follows:

Corporate governance|Annual report 2013

117

Internal Control
and Audit

Rosneft has in place a system of


control over financial and business
activities that includes the Internal
Audit Commission, the Board Audit Committee, governance bodies,
Company management and the
internal audit and control function. The
existing subordination and interaction
arrangements applicable to the control
system elements provide the level of
independence required for its efficient
functioning and is in line with the best
international practices in this area.

members FORMED
THEINTERNAL AUDIT
COMMISION
AS OF DEC. 31, 2013

The Internal Audit Commission


The Internal Audit Commission is a key
body in Rosnefts system of control over
financial and business activities. The
Company has in place Internal Audit
Commission Regulations, a revised version of which was approved by Rosnefts
General Shareholders Meeting on June
19, 2009 (unnumbered minutes dated
June 29, 2009).
An Internal Audit Commission of five
members is elected by the General
Shareholders Meeting for the period
until the next annual general shareholders meeting. A Company shareholder or
any person nominated by a shareholder
may be a member of the Internal Audit
Commission. Internal Audit Commission members cannot concurrently be
members of the Board of Directors or
hold other positions in the Companys
governance bodies. The Internal Audit
Commissions primary function is to
exercise control over Rosnefts financial
and business operations as well as over
Company bodies, officials, units and
functions, branches and representative
offices.
Reviews of Rosnefts financial and business operations shall be undertaken
based on the annual results (scheduled
review) or at any time as decided or
requested by persons authorized to initiate such a review in accordance with
the applicable law/Charter (unscheduled review). An unscheduled review of
the Companys financial and business
operations may be undertaken at any
time at the initiative of the Internal Audit
Commission, by decision of the general
shareholders meeting or the Board of
Directors, or as requested by a shareholder(s) holding in aggregate at least
10% of the Companys voting stock.

118

Annual report 2013|Corporate governance

The following shall fall within the Internal


Audit Commissions terms of reference:

review of Company financial documen-

tation, financial statements and property


inventory reports as well comparisons of
these documents to source accounting
documents;

analysis of the correctness and com-

pleteness of financial, tax, management


and statistical accounting;

review of compliance with the Com-

panys financial and business plans, as


approved by the Board of Directors;

review of compliance with the proce-

dure for the distribution of Company


profits from the reporting financial year,
as approved by the general shareholders meeting;

analysis of the Companys financial posi-

tion, solvency, the liquidity of its assets,


debt-to-equity ratio, net assets to charter
capital ratio, identification of opportunities to improve the Companys economic
position, and development of recommendations for governance bodies;

review to determine whether payments

to suppliers of products and services,


payments to government budget and
non-budgetary funds, dividend accruals
and distributions, bond interest and
repayment of other obligations are performed in a correct manner;

confirmation of the accuracy of data in-

cluded in the Companys annual report,


annual financial statements, tax and
statistical filings, government filings;

verification that the CEO has the legal

capacity to enter into contracts on behalf


of the Company;

ROSNEFT

verification that decisions made by the

Board of Directors, CEO, Management


Board and liquidation committee are valid and conform to the Company Charter
and decisions of the general shareholders meeting;

analysis of whether the general meetings decisions are in compliance with


the law and the Company charter.

In the reporting period 3 meetings of the


Internal Audit Commission were held.
In accordance with the approved 20132014 work plan and methodological recommendations on organizing the checking process for the Audit Commission of
joint-stock companies with the participation of the Russian Federation, approved
by Order No. 254 of the Federal Agency
for Management of State Property dated
26 August 2013, the Internal Audit Commission undertook adesktop review of
Rosnefts financial and business operations and issued opinions on its review
of the annual financial statements and
on the accuracy of the data presented
inthe annual report.
Internal Audit Commission membership (as of December 31, 2013)
By a decision of Rosnefts General
Shareholders Meeting dated June
20, 2013, the following persons were
elected members of the Internal Audit
Commission:

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

decisions to have the Companys finan-

cial and business activities reviewed by


the Internal Audit Commission.
Internal Audit and Control
Function

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:

preliminary approval of the Companys


annual report;

Pursuant to the issuers Board of Directors decision (minutes dated March


22, 2013), an internal audit and control
function was set up. As of December 31,
2013, this function included an Internal
Audit Department and Contracting Control and Compliance Department.
Internal Audit Department and Contracting Control and Compliance Department
leader reports directly to the Company
President and is operationally subordinate to the Board Audit Committee.
Internal Audit Department
The following are the Internal Audit
Departments key objectives:

assessment of the internal control

systems efficiency at the corporate level


and at the level of business processes;

control of Company investment project


efficiency;

determination of the amount of auditors reviews of the Companys and subsidfees;

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

and business plans) that result or may


result in adjustments to the Company
financial and business plan;

iaries (affiliates) financial and business


operations;

recommendations to the general

shareholders meeting on the procedure


for distributing financial year profits
and losses and on the share dividend
amount and payment procedure;

agreement of Company internal risk

management procedures, analysis of


their effectiveness and assurance that
they are complied with;

approval of the regulations governing

internal control over Company financial


and business operations, including
approval of the regulations on internal
business control, desktop audits and
reviews;

approval of major transactions in cir-

cumstances referred to in the Federal


Law On Joint-Stock Companies and
non-standard transactions or deals (not
provided for in the Companys financial

review of risk management efficiency

and development of recommendations


on improving the risk management
process;

assessment of the effectiveness of the

Companys and subsidiaries (affiliates)


management processes and development of recommendations for improving
them.
In the reporting period, the Internal Audit
Department followed the 2013 audit plan
approved by decision of the Board of
Directors Audit Committee (Minutes No.
4 dated 30 April 2013) and orders of the
Company President dated 21 April 2013.
As a result, 117 audits were performed.
All of the Companys business processes were involved.

Corporate governance|Annual report 2013

119

Internal audit findings are presented to


the Company CEO and the Board Audit
Committe for review.
To eliminate any violations and deficiencies identified shall be drafted and risk
prevention actions developed jointly
with structural unit leaders. At least
once a year, the head of Internal Audit
and Control notifies the Board Audit
Committee to confirm the organizational
independence of internal audit.
Contracting Control and
Compliance Department
The following are the Contracting Control and Compliance Departments key
objectives:

control matrix development, implemen-

tation and maintenance of key control


procedures in the Companys contracting process (including counterparty accreditation/prequalification, counterparty
selection, contract approval, etc.);

continuous monitoring to ensure that

tendering and contract award procedures comply with the requirements of


local normative documents;

maintenance of the master register of

contracts entered into by the Company


and its subsidiaries (affiliates);

identifying violations in the Companys

contracting processes and ensuring that


they are eliminated;

improving the efficiency of the Compa-

nys tendering process in close cooperation with the top manager responsible
for tendering arrangements;

ensuring that the Company-approved

pricing methodology is applied in monitored related-party transactions;

checking the grounds for inquiries by

counterparties that participated in a tendering process, drafting opinions of the


Conflict Resolution Commission.
In the reporting period the Department
of Contracts and Procedures Control developed and implemented the regulation

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

enterprise-wide risk-oriented internal


control system in the Company, its subsidiaries and joint ventures (collectively,
the Group);

coordination of the implementation and


functioning of a Group-wide risk-oriented internal control system;

assistance to management in formaliz-

ing and enhancing the effectiveness of


business processes by formulating requirements with respect to the design of
control procedure and their mix in business processes as well as with respect
to other features of business processes
that affect the control environment;

development and implementation of a

mechanism of interaction and information exchange in matters of internal


control and risk management among all
Company structural units, subsidiaries
and joint ventures in particular, involving the use of information systems.
By way of delivery on the 2013 work
plan, the ICDs main accomplishments in
the reporting period were as follows:

drafted Rosnefts Internal Control Development Strategy 2014-2018;

drafted the Company Standard on the

Enterprise-Wide Risk-Oriented Internal


Control System;

analyzed the design of control proce-

dures in 6 business processes at the


level of Rosneft and 9 subsidiaries,
which are top priority for the implementation of a risk-oriented internal control
system. Based on the outcome of this
work, risk matrixes and control procedures were developed for the analyzed
business processes; actions aimed to
optimize control procedures were proposed to business process owners.

The ICD is intended to achieve the


following objectives:

methodological support for the de-

sign and effective functioning of an

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

Annual report 2013|Corporate governance

ROSNEFT

Share
Capital

Strategic Partner Invests in


Rosneft Share Capital
As of 31 December 2013, Rosnefts
authorized charter capital equaled
RUB105,981,778.17, divided into
10,598,177,817 ordinary registered uncertified shares at a par value of RUB0.01 each.
In accordance with the Charter, Rosneft has the right to place an additional
6,332,510,632 ordinary registered
uncertified shares at a par value of
RUB0.01 each and a total par value of
RUB63,325,106.32 (authorized shares).
These shares grant the same rights as
outstanding ordinary shares of Rosneft.
A decision to increase Rosnefts charter
capital by placing additional authorized
shares, not exceeding 25% of Rosnefts
total outstanding shares, through open

shareholders). The number of nominee shareholders decreased by five


year-on-year.

subscription is taken by the Board of


Directors. In other instances,
a decision is taken by the General Meeting of Shareholders.

As of December 31, 2013, Rosneft had


no preferred shares.

The state registration number of


Rosnefts issue of ordinary shares is
1-02-00122.

In 2007-2012 and until the closure of


the deal for the acquisition of TNK-BP
assets, the Russian Government owned
a 75.16% stake in OJSC Rosneft Oil
Company through OJSC ROSNEFTEGAZ, which 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)
was 0.000000009%. The Russian
Federation did not have a special right
to participate in the management of
Rosneft (a golden share).

The date of state registration of Rosnefts issue of ordinary shares is 29


September 2005.
In 2013 there were no issues or placements of additional Rosneft shares.
The number of shareholders registered
in the Rosneft shareholder register as of
December 31, 2013 (without disclosure
of information by nominee shareholders) was 30,267 (including 7 nominee

Rosneft Shareholders Owning More than 1% of the Companys Share Capital


Shareholders

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

OJSC Sberbank of Russia (nominee)

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

Shares on the balance sheet of Rosneft ***

321,778,155

3.04

0.00

10,598,177,817

100.00

10,598,177,817

100.00

Other legal entities owning less than 1% of shares


The Russian Federation, represented by the Federal Agency
for State Property Management

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

Corporate governance|Annual report 2013

121

5.66%
OF ROSNEFT SHARE
CAPITAL WAS SOLD BY OJSC
ROSNEFTEGAZ TO BP AS
PART OF TNK-BP AQUISITION
PROCESS

In March 2013, as part of the TNK-BP acquisition process, OJSC ROSNEFTEGAZ


sold a 5.66% stake in OJSC Rosneft Oil
Company to BP plc. (BP). As of December 31, 2013, OJSC ROSNEFTEGAZ
owned a 69.50% stake in Rosneft.
During 2013, Rosneft updated information on its corporate website on a
monthly basis concerning shareholders
who own more than 1% of its charter capital. Rosneft management is not aware
of any shareholders with equity stakes
exceeding 1% (holders of Rosneft shares
with equity stakes exceeding 1% of the
total shares outstanding) other than
those listed above.
Rosneft shares are traded on an
organized securities market in Russia,
CJSC MICEX Stock Exchange (B List).
The rights of a shareholder (owner of
ordinary shares), including the voting
right of each voting share of Rosneft, are
specified by Article 5.8 of the Company
Charter.
Order No. 06-1380/pz-i of the Federal
Financial Markets Service dated 20 June
2006 permits the placement and trading
of 2,140,000,000 ordinary registered
uncertified shares of Rosneft outside the
Russian Federation.

Rosneft. As of December 31, 2013, GDRs


had been issued for 937 mln ordinary
shares of Rosneft, representing 8.8% of
total shares outstanding.
The list of rights enjoyed by owners
of Rosnefts ordinary shares is set out
in clause 5.8 of the Company Charter
posted on the Company website,
www.rosneft.ru.
Transactions with Rosneft
Securities by Members of
the Board of Directors and
Management Board
The Company Regulation on Insider Information obliges members of the Board
of Directors and Management Board and
the President to disclose information on
their transactions with Rosneft securities
to the Company.
In 2013, members of Rosnefts Board
of Directors and Management Board
carried out transactions with Company
securities. Details of such transactions
were provided to the Company in
compliance with the procedure and time
limits stipulated by internal documents
and were disclosed to the securities
market in compliance with the applicable legislation.

In July 2006, Rosneft listed Global


Depositary Receipts (GDRs) on the
London Stock Exchange. The issue of
GDRs, which certify rights in respect of
Rosnefts ordinary registered shares in
accordance with foreign law, was carried
out by J. P. Morgan. One Global Depositary Receipt certifies the rights in respect
of one ordinary registered share of

122

Annual report 2013|Corporate governance

ROSNEFT

Information on the Ownership of Rosneft Shares


by Members of the Board of Directors and Management Board
Members of the Board of Directors and
Management Board

Number of ordinary shares


(as of 31 December 2013)

Stake in share capital,


%

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

Eric Maurice Liron

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

Members of the Board of Directors


and Management Board

Transaction
date

Alexander Nekipelov

June 27, 2013

Igor Sechin
Larisa Kalanda
Yuriy Kalinin
Didier Casimiro
Petr Lazarev
Igor Pavlov

August 21, 2013

792,000

August 28, 2013

8,208,000

August 21, 2013

525,000

August 30, 2013

285,020

August 21, 2013

13,000

August 30, 2013

146,580

August 21, 2013

121,000

August 30, 2013

203,590

August 21, 2013

170,000

August 30, 2013

122,155

August 21, 2013

104,000

August 30, 2013

162,870

purchase
purchase
purchase
purchase
purchase
purchase

August 21, 2013

1,000

August 30, 2013

203,590

Zeljko Runje

August 30, 2013

244,310

purchase

Igor Maydannik

August 30, 2013

366,460

purchase

Andrey Votinov

ROSNEFT

Corporate governance|Annual report 2013

purchase

123

Dividend
Policy

85.2

bln RUB paid in dividends


in 2013

On 17 May 2006 the Company Board


of Directors voted to approve the
Regulation on Rosneft Oil Companys
Dividend Policy1, which was developed
in accordance with Russian legislation,
the Company Charter and the Code of
Corporate Conduct.
Rosnefts dividend policy strikes a
balance between the interests of the
Company and its shareholders and is
intended to improve Rosnefts investment attractiveness and shareholder
value. The Company strictly observes
the rights of its shareholders and does
all it can to increase the returns on their
capital.
On 10 June 2011, the General Meeting
of Shareholders approved amendments
to Rosnefts Charter reducing the period
for payment of dividends to 60 days
(after the date of the decision to pay
dividends). It was also established that
dividends on shares of each category
are paid simultaneously to all holders of
shares in that category.
A decision to pay dividends (including
the amount of dividends and the form of
payment) is taken by Rosnefts General Meeting of Shareholders, based
on recommendations by the Board of
Directors. As stated in the Regulation
on Dividend Policy, in its decisions on
dividend amounts the Board is guided
by the level of net income as reflected
in the Companys non-consolidated
financial accounts to Russian Accounting
Standards. Recommendations by the
Board of Directors on the amount of

dividends to be paid are determined by


the Companys financial results for the
year, but usually amount to at least 10%
of net income.
Rosneft pursues a strategy of steadily
increasing the amount of its dividend
payments. In determining the amount of
annual dividends, the Board of Directors
takes account of the dividend policy
of other leading oil & gas companies.
A number of other factors may also
have an impact on the size of dividend
payments, including the Companys
business prospects, its financial situation
and financing needs, and the overall
macroeconomic situation and market
environment as well as other factors,
including aspects connected with tax
and legislation.
Acting on the verbal request of the
President of the Russian Federation, the
Companys management reviewed the
appropriateness of increasing dividend
payments and recommended that they
should be increased to 25% of net income to International Financial Reporting Standards (IFRS).
On 30April 2013, the Board of Directors
recommended that the General Meeting
of Shareholders allocate 28.2%of the
Companys 2012 non-consolidated financial accounts, or RUB85,315mln for the
payment of dividends for 2012business
performance, representing RUB8.05per
ordinary share up 6.9% year-on-year.
On 20June 2013, the Annual General
Meeting of Shareholders resolved to
pay dividends in accordance with the

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

Annual report 2013|Corporate governance

ROSNEFT

Rosneft Dividend History


Dividends per share1,
RUB

Total dividends
announced, RUBmln

Total dividends paid,


RUBmln

Payout ratio under


RAS, %

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

recommendations of the Board of Directors, and RUB85,232mln in dividends


was paid to Rosneft shareholders.
A sum of RUB8.05 in dividends was
paid to the Russian Federal Budget, and
RUB 59,295 mln in dividends was paid
to OJSC ROSNEFTEGAZ (100% federally
owned).
As of year-end 2013, Rosneft had no dividend payments outstanding to the Federal Budget or to OJSC ROSNEFTEGAZ.
Dividends were paid to all persons
registered in the Rosneft Shareholder

Register, except for persons on whom


nominee shareholders had not provided
complete information and persons who
had not informed the register holder in
a timely fashion of changes in the data
recorded in their registration form.

to Russian Accounting Standards for


2013 is 99.9%. The ratio of dividends to
consolidated IFRS net income is 25%.

On the 28th of April 2014, Rosnefts


Board of Directors recommended
that the General Meeting of Shareholders approve dividends for 2013 at
the level of RUB12.85 per share an
increase of 59.6% year-on-year. Total
recommended dividends for 2013 are
RUB136,186.6mln. The ratio of dividends to non-consolidated net income

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

Corporate governance|Annual report 2013

125

Information
Disclosure

16

roundtables held in
regions where the
Company has a presence
during 2013*

In its policy on information disclosure,


Rosneft is governed by the requirements of the Federal Law on the Securities Market, the Federal Law on JointStock Companies and the Regulation
on Information Disclosure by Issuers
of Securities, as approved by Order
No. 11-46/pz-n of the Federal Financial
Markets Service dated 4 October 2011
(hereinafter in this section, the Regulation on Information Disclosure).
The Company is also guided by the
requirements of the OJSC MICEX stock
exchange, on which the Companys
shares are listed, Rosnefts own Regulation on Information Policy, and other
requirements and regulatory acts.
Rosnefts information disclosure policy
is based on the principles of regularity,
promptness, timeliness, accessibility,
accuracy and completeness. The Company ensures timely and full disclosure
of information to interested parties on
all aspects of its business (except for
instances where the information represents a commercial secret).

* Stakeholder engagement information will be presented in Rosnefts 2013 Sustainability Report.

126

The main disclosure channel is Rosnefts


website, which provides information on
material facts and events, governance
structure and the Companys business
results. Rosnefts website presents the
Charter and other internal documents,
the Companys annual reports and sustainable development reports, quarterly
reports to Russian Accounting Standards
and quarterly reports to IFRS standards
as well as management discussion and
analysis (MD&A), the Analyst Data Book,
presentations, press releases, and information on affiliated entities and other information which may influence Rosnefts
share value. Rosnefts corporate website
is updated regularly in accordance with
the Companys internal regulations.

Annual report 2013|Corporate governance

In compliance with the Regulation on


Information Disclosure, the Company
also uses an Internet page provided by
CJSC Interfax (a distributor of securities
market information) for the publication of
information on the Internet.
The Company also provides information
in the form of brochures and booklets
as well as through regular meetings,
conference calls and press conferences
with interested parties. At the request
of shareholders, the Company provides
copies of its main internal documents,
documentation on the General Meeting
of Shareholders, lists of affiliated entities
and other documents in accordance with
the requirements set out in the Federal
Law on Joint-Stock Companies.
Information Transparency
Improvement
Information transparency is among
Rosnefts key corporate governance
principles. The latest study by the
international rating agency Standard
&Poors found Rosneft to be the leader
among Russian companies in the sphere
of information transparency. During 2013
the Company continued to work intensively to raise information transparency
levels and to build an efficient system of
shareholder and investor relations, as
evidenced by the following facts:

Rosneft won in the annual competition

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

numbers and electronic mailboxes are


permanently available for inquiries by
shareholders and investors. A call center
(including a hotline) has also been set up
for shareholders.
In 2013, as part of its interaction with institutional investors and analysts, Rosneft
held regular presentations of its financial
results to IFRS standards, meetings in
Russia and major global financial centers, and teleconferences.

Rosneft gives special attention to


improving information disclosure when
preparing its Sustainable Development Report. In 2013, the Report was
prepared at level A+ (the highest level
for information transparency) under the
international GRI Sustainability Reporting
Guidelines and passed an independent
audit by Ernst & Young as well as public
affirmation by an expert review board
with the Russian Union of Industrialists
and Entrepreneurs.

Transparency of financial statements is


another important element of corporate governance. On 4 February 2014
Rosneft published complete audited
consolidated financial accounts to IFRS
standards for 2013.
As part of its interaction with interested
parties and in compliance with Rosnefts
Sustainable Development Policy, the
Company has been holding public hearings in the form of roundtables in the
regions where it operates since 2007
(16were held in 2013). The themes of the
roundtables have been as follows:

Socioeconomic collaboration;
Collaboration on environmental protection and environmental safety;

Collaboration on health and safety;


Collaboration on charity and sponsorship.

In addition to roundtables held by the


Company on a voluntary basis, Rosneft
subsidiaries, in compliance with legislative requirements, regularly hold mandatory public and environmental hearings
on new projects and projects involving
the modernization and reconstruction of
production capacities.

ROSNEFT

Corporate governance|Annual report 2013

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.

Employees of the Achinsk refinery

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

A team of highly skilled employees


motivated to demonstrate professional excellence and good performance is Rosnefts main asset and
the cornerstone of its sustainable
development.
In 2013 the employees of the newly acquired assets were successfully integrated into the Company. The headcount
increased 27%, reaching 228,000 people as of 31 December 2013. The main
reasons for the headcount increase are
the acquisition of new assets and the
growing scope of the Companys business and operations.
The average age of Company employees has gone down by about 1 year
and is now 39.2 years (40.1 at year-end
2012). Executive positions were held
by 29,100 employees (19,400 at yearend 2012). As of 31 December 2012,
employees categorized as Executives
made up 12.8% vs. 11.7%. The growth of
personnel in the Executive category
is associated with both new-asset integration and a larger number of projects
and assets requiring highly skilled
project directors.
One of the Companys key priorities is
continuous improvement of personnel
occupational and managerial competences and higher labor productivity in
all spheres. This is being successfully
achieved by maintaining high standards
of corporate conduct, implementing a
system of personnel training and development and using advanced remuneration and motivation policies as well as
social policies aimed at improving the
quality of life for employees and their
families.

efficiency of its succession system, HR


Committees were set up in all key businesses and support functions collegial
bodies led by senior managers and designed to assure their deeper engagement in the formation, development and
promotion of the succession pool.
A project aimed at minimizing conflicts
of interest and ethical conflicts and developing a corporate compliance system
was launched and will be worked on
intensively in future.
Personnel Training
andDevelopment System
Rosnefts corporate personnel training and development system aims
to achieve the following strategic
objectives:

assure the level of employees occupa-

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:

Exploration & Production 10,100


man-courses;

Refining, Commerce & Logistics 15,300


man-courses.

In 2013, in order to enhance the Companys organizational capability and the

130

Annual report 2013|Staff and social responsibility

ROSNEFT

Young specialists

The Company is gives a lot of attention


to focused executive training in managerial skills and succession development (volume of succesion candidates
training amounted to 5.6 thousands
man-courses).
In 2012-13, a target innovation project
Implementation of a Competence-Based
Methodology of Personnel Evaluation
and Development across All Segments
of Company Business was executed
jointly with Gubkin University and Tomsk
National Research and Polytechnical

University (the project is meant to last


until 2016). The aim of the project is
to standardize competence-based
occupational requirements. Competence profiles have been developed for
personnel in Refining, Production and
Offshore Projects.
The Company is also developing corporate vocational training standards for
worker occupations. In 2013, standards
for 6 occupations in key refinery operations were developed. Implementation
of corporate standards was begun at

Rosneft participates in the government project to develop industry


occupational standards
In February 2013, at the request
of the Russian Energy Ministry, the Company provided the
ministry with occupational profiles
for Exploration & Production (141
profiles) and Refining, Commerce
& Logistics (109 profiles) to help in
developing industry occupational
standards;
A contract worth RUB11.7mln was
signed with the National Oil and

ROSNEFT

Gas Institute to develop 9 out of 24


industry occupational standards as
per the 201314 plan approved by
the Energy Ministry;
An expert group was set up by
Rosneft to review and agree 24 occupational standards for the oil and
gas industry to be developed by
the National Oil and Gas Institute
in2013-14.

Company assets as part of the 2013


Worker Mentoring and Development
Program.
Rosneft takes an active stance with
regard to higher professional education
development. Currently, taking advantage of Rosneft guidance, the Russia
Ministry of Education and Science has
drafted a new specialization entitled Petroleum Equipment and Technologies
to train specialists in that area at the
engineer qualification level.

201.5
thousand
man-courses were
conducted in 2013 as
part of mandatory
occupational and
managerial training

Staff and social responsibility|Annual report 2013

131

Young specialists

Youth Policy
Rosnefts youth policy is geared towards
achieving the following key objectives:

support formation of an external suc-

cession pool made up of young people


from among best secondary school
leavers motivated to acquire high quality
vocational and professional training and
get employed by the Company;

assure influx of the required number of

young talent from among best university


graduates with the competence level
adequate to the Companys business
requirements;

assure young specialists efficient per-

formance by accelerating their induction and adjustment, development of


professional and managerial skills and
engagement in innovative, research and
engineering activities;

support government policy in vocational

and professional education and training.

132

Corporate program of continuous education:


School University Enterprise
The program is carried out in the form
of Rosneft classes opened in the best
schools in all strategically important
regions where the Company has a
presence. In 2013, 82 Rosneft classes,
attended by 2,023 people, were active
in 39 Russian cities in the Southern,
North Caucasus, Volga, Northwestern,
Urals, Siberian and Far Eastern Federal
Districts.
Rosneft holds annual development
seminars for teachers of Rosneft
classes (in 2013, 33 teachers improved
their skills).
The formation of an external succession
pool for the Company continues in
universities. Rosneft and its subsidiaries
have long-term cooperation
agreements with 30 higher education
institutions, including 13 universities that
have the status of strategic partner.
Rosneft and its subsidiaries support
talented students by giving corporate
scholarships to the best of them.

Annual report 2013|Staff and social responsibility

In 2013, 443 scholarships were


established and paid. Corporate
scholarship fellows have a priority right
to on-the-job practice and a subsequent
employment in Rosneft subsidiaries.
Work with young specialists is one the
Companys key HR policy priorities.
The main areas of work with young
specialists are:
young specialist induction and
adjustment;
mentoring;
young specialist engagement in R&D
creative activities;
identification and development of
young specialists with leadership
capabilities;
young specialist training and development.
An average of 3,515 young specialists
worked in 91 subsidiaries, and 73
Young Specialist Councils were active
in the Companys major subsidiaries in
2013.

ROSNEFT

SOCIAL POLICY
AND CHARITY

Rosnefts social policy, being a component part of the corporate strategy,


is aimed at ensuring favorable and
competitive conditions of work and recreation for employees and their families
via a whole range of social programs.
The Companys social programs are designed to ensure safe and comfortable
working conditions, support a healthy
lifestyle, address housing issues and
improve the quality of life for employees
and their families as well as offering employees and their children interest-free
loans for education, material support for
veteran and retired workers, regional
socioeconomic development and charity.
Social Partnership and Social
Benefits for Employees
In 2013, the Company continued development of its partnership with subsidiaries trade unions and the Rosneft
Interregional Trade Union Organization.
As a part of social partnership, a new
template for a Standard Collective
Agreement for Company subsidiaries
was developed in conjunction with trade
union representatives which envisages
expanding the list of additional benefits.
The standard collective agreement
priorities recommended for subsidiaries
remain as follows:

social support for employees families


with many children and low-income
families;

social support for retired workers;


creation of conditions for personnel

recruitment and retention in the regions


with a hardship climate and working
conditions;

support for employees who find themselves in difficult circumstances.

Employees social packages are based


on principles of social fairness but may
vary in different subsidiaries, as they
take into account the nature and economic capabilities of a specific subsidiary as well as its geographic location
and regional specificity. The actual content and size of benefits are set down in
collective agreements and other internal
regulatory documents.

29.7

bln rub is the total 2013


spend on the Companys
social programs 32.5%
growth year-on-year

2013 Expense Structure by


Social Policy Area

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.

29.7 bln RUB

29% Creating optimal workplace


environment
3
 4% Health care, healthy lifestyle
support and other social expenditure
2
 % Provision of housing
13% Non-governmental pensions
5% Social infrastructure maintenance
5% Charity

Health Care and Support


for a Healthy Life Style

12% Socioeconomic development


ofregions

The Company gives unflagging attention


to health care measures aimed at:

improving employees capacity for work


(labor productivity) and pushing their
working age limits;
preventing diseases and reducing days
away from work (DAFW) costs;
improving employees quality of life;
advocating healthy lifestyles.
In 2013 a comprehensive review was
done of the existing health care system
used by Company subsidiaries in their

ROSNEFT

Staff and social responsibility|Annual report 2013

133

At the 9th Summer Corporate Olympics

8.5

bln RUB The total 2013


investment in improving
employees working and
recreation conditions

1.73

bln rub was the


Companys 2013 health
care and healthy
lifestyle budget

57.6

>

thousand veteran and


retired workers OF
THE COMPANY AND ITS
SUBSISIARIES received
corporate pensions
in2013

134

operations, based on a standardized


program. As a result, corrective actions
were developed in organizing a medical
support system.
An action plan was developed and is
being implemented with regard to health
care for Rosheft employees working on
Arctic offshore and East Siberian exploration and development projects.
Corporate
Pensions
The Rosneft pension program is aimed
at improving its employees social security when they retire and is an important
part of their social package, helping to
diminish personnel turnover and recruit
and retain highly skilled personnel.

governments of federal constituent


entities and municipalities. In a number
of regions, the Company is entitled to
tax benefits under federal and regional
laws.
In total, in 2013, based on Cooperation
Agreements and by way of charity in the
regions of its presence, the Company
funded construction, repairs, equipment
and other types of support for 97 kindergartens and preschool daycare facilities,
209 schools, 69 cultural and 141 sports
facilities, as well as executing over 35
health care projects.
Charity

Rosneft attaches a lot of importance to


developing partnership relations with
the regions where it has a presence and
takes an active part in delivering socioeconomic programs in these regions.

The main areas of the Companys


charitable activities are support for
regional administrations in developing
their socioeconomic sector, assistance
in funding socially meaningful programs
of NGOs and charity foundations aimed
at the revival of the cultural heritage, development of sports, support for public
healthcare institutions and orphanages,
and strengthening of the cultural and
ethical aspects of society.

Social financing is based on mutually beneficial agreements with the

The Company gives special attention to


helping the indigenous peoples of the

Socioeconomic Development
ofthe Regions

Annual report 2013|Staff and social responsibility

ROSNEFT

Sled reindeer racing at the traditional reindeer herders day in YNAO

North. The Company supports them by


paying compensation for the use of land,
buying equipment for their traditional
economies and fuel, offering a recreational summer program for children,
funding participation in exhibitions, competitions and other events, and paying
for students education. The total 2013
budget for the support of indigenous
peoples of the North was RUB11mln.
Revival of the spiritual and historical
heritage has always been an important focus of Rosnefts charity. Rosneft
is involved in the construction and
restoration of numerous sites related to
the countrys spiritual heritage in many
Russian regions. The reporting year
was marked, among other things, by a
site survey and engineering work done
by Rosneft to restore the Assumption
Cathedral of Tikhvin Monastery. Rosneft
also helped organize an exhibition and a
forum dedicated to Orthodox Russia and
the Romanov Dynasty in Moscow.

1.32

>

bln rub was the total


pension amount paid
in2013

3.7

bln rub was spent to


fund social programs
in regions where the
Company has a presence,
based on Cooperation
Agreements SIGNED in 2013

1.4

bln rub was the


Companys charity spend
in 2013. Charity projects
were AUTHORIZED by the
Company President and
Management Board

ROSNEFT

Staff and social responsibility|Annual report 2013

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.

Head office of OJSC Rosneft Oil Company

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,

operating costs, including transportation


and G&A costs, grew by RUB 336 bln,
or 37.7%.
The key reasons for this were higher
electricity and transportation tariffs, the
ruble appreciation effect and inflationary
consequences as well as growing oil
production and refining volumes and
growth in reserves. These inflationary effects were partly offset by performance
improvement actions in particular, energy savings and consistent application
of technology.
The 2013 Earnings Before Interest, Tax,
Depreciation and Amortization (EBITDA)
were RUB 947 bln. The Company keeps
pursuing the policy of efficient cost
control and ensures realization ofthe
comprehensive synergetic effect on the
financial performance, which provides
stable EBITDA.
In 2013, the Company made several key
acquisitions with a year-end synergetic
effect of 27 bln rubles for the investment
and operating activity.

Our achievements in managing financial resources in 2013


EBITDA, net earnings and cash flow
from operations are at their historical
highs;
Net income per share share was
record high: 37.1% increase to 52.89
RUB;
Effective CAPEX program management resuled in timely commissioning of capital construction objects,
successful delivery of the business
plan operating parameters, at the
same time saving some of the
planned budget;

138

Annual report 2013|Our financial performance

High liquidity levels;


Consistently increasing dividend
payouts;
Prepayment of debt and reduction in
the weighted average cost of debt;
Efficient use of debt instruments
ruble bond offering for a total of RUB
110 bln, the largest bond program
among Russian issuers;
Investment-grade credit ratings with
a stable outlook.

ROSNEFT

Urals average quarterly prices (average Med and NWE),


$/bbl, 20122013
120
115
110
105
100
95
90
3/31/12

6/30/12

9/30/12

12/31/12

3/31/13

6/30/13

9/30/13

12/31/13

* average prices calculated based on Platts data

USD exchange rate as of the end of each quarter, 20122013


34
33
32
31
30
29
28
27
3/31/12

6/30/12

9/30/12

12/31/12

3/31/13

6/30/13

9/30/13

12/31/13

Key factors that affected 2013 net income vs. 2012

365

2012 NI

81

Gas sales

1,526

Sales volume effect

(12)

Sales structure and prices


Operating expenses

(640)

MET effect

(274)

Export duty effect

(481)

Excises

(57)

Financial income and expenses

(44)

Other income and expenses

146

Exchange rate effect

(82)
23

Income tax

551

2013 Ni
0

ROSNEFT

400

800

1,200

1,600

2,000

Our financial performance|Annual report 2013

139

Cash flow and liquidity


In 2013, we set yet another record,
having earned RUB 1,213 bln in revenue from operations before operating
taxes, with RUB 470 bln in prepayments
received under long-term contracts, with
tax payments of RUB 2.7 trln becoming
the main cash outflow item. The change
in cash flow from operations in 2013 was
impacted by working capital growth of
RUB 187 bln, mostly related to increased
payment lags offered to some buyers
in connection with oil and oil product
exports.
As regards investment activities, it
should be noted that, along with organic
CAPEX of RUB 572 bln, new asset
acquisition costs (including TNK-BP, subsidiaries and shareholdings in affiliates)
amounted to RUB 1,483 bln. Our high
liquidity allowed us to pay RUB 85 bln
in shareholder dividends. At the same
time, the debt to EBITDA ratio was 1.79,
mainly pushed up by new acquisitions of
major assets.
Debt portfolio
and credit ratings
In 2013, Rosneft actively managed its
debt portfolio and successfully covered
its own cash needs for the year, despite
a highly volatile market environment.
Some of our achievements in this area
deserve to be noted.

Rosnefts total long-term US Dollar-denominated borrowings amounted to


$34.29 bln in 2013 (RUB1,122.3 bln at
the official rate of the Bank of Russia
as of December 31, 2013) following the
transactions listed below:

in March 2013, our Company drew

funds under four unsecured long-term


loans provided by a group of international banks for an aggregate amount
of $31.04 bln (RUB1,015.9 bln at the
official rate of the Bank of Russia as of
December 31, 2013) for the financing of
TNK-BPs acquisition;

In June 2013, the Company effected

adrawdown under a 16-year pre-export


facility bearing interest at a floating rate
from a foreign bank for a total of $2bln
(RUB 65.5 bln at the official rate of the
Bank of Russia as of December31, 2013);

in November 2013 the Company drew

an unsecured 5-year loan (floating rate)


from a foreign bank for a total of $0.75
bln (RUB24.5bln at the official rate of
the Bank of Russia as of December 31,
2013);

in December 2013, the Company effect-

ed a drawdown under an unsecured


5-year loan (floating rate) from a group of
foreign banks for a total of $0.5 bln (RUB
16.4 bln at the official rate of the Bank of
Russia as of December 31, 2013).

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%

2013 cash flows, in RUB bln


Cash and cash equivalents
as of Dec. 31, 2012

299

Net cash from operations


before working capital changes

930

Working capital changes

283
(573)

Net CAPEX
Acquisitions and retirements
ofsubsidiaries and other assets

(1647)
1053

Net borrowings

(85)

Dividend payout
Effect from exchange
rate differences

15

Cash and cash equivalents


as of Dec. 31, 2013

275
800

140

Annual report 2013|Our financial performance

400

400

800

1200

1600

ROSNEFT

year-on-year. The following were the


key outcomes of the capital investment
program:

Stabilization of brownfield production

rates and sustainable growth in greenfield production.


Successful replacement of production
with new reserves.
Retention of leadership positions vis-vis major peers in upstream capital
investment ($7.1/bbl in 2013).
Implementation of refinery upgrade programs aimed at achieving compliance
with technical regulation and under the
quadripartite agreement.
Launch of Russias largest oil distillation
unit, ELOU-AVT-12 at Tuapse Refinery.
In 2013, we continued developing
offshore projects and strengthening
strategic cooperation, which is one of
our top priorities. By year end, we acquired 17 new licenses and signed final
agreements with ExxonMobil, Eni, Statoil
and Inpex. At present, the estimated
aggregate license resources held by
the Company exceed 45 bln tons of oil
equivalent.
Investments in 2013 new acquisitions
totaled RUB1,495 bln, which put Rosneft
at the top of Russias oil industry and
made it the worlds largest oil and gas
company. The most notable acquisitions
were as follows:

completed acquisition of 100% in


TNK-BP;

consolidated up to 100% in Taas-Yuryakh


Neftegazodobycha LLC and ITERA Oil
and Gas Company LLC;
Basic Jet Fuel Operator (BATO) aircraft
fueling sites (TZK).

All acquired assets are integrated into


the common investment decision-making process.
In 2013, over 170 high-efficient projects
were approved for the period of 2014+
that conform to the Companys return
on capital employed (ROCE) standards,
in the following strategic areas of the
Company operations:

increased production drilling volumes to


support brownfield production, commencement of tight oil development
efforts;

major greenfield developments

scheduled for launching in 20172018

ROSNEFT

(Vostochny Urengoy, Novy Urengoy,


Kharampur, Kynsko-Chaselskaya group,
Suzun, Tagul, Russkoe);

establishment and development of new


oil production clusters in East Siberia
on the basis of Vankor, Verkhnechonsk,
Yurubcheno-Tokhomskoe and several
other fields;

Launch of the East Petrochemical

Company (VNKhK) Phase One project,


aimed at closing the regional deficit of
oil products and developing the Far East
petrochemical cluster;

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.

key managers participate. There is a


system of authority levels for investment
business projects, from the level of the
Board of Directors to Business Streams.
Investment decisions made in 2013 embraced virtually all organic and inorganic
Company projects across all business
streams in various geographical regions,
including international projects. Newly
acquired assets were integrated into the
common investment process.
The Companys most significant
decisions involved major projects that
support long-range growth in Company
value, including:

10 oil and gas exploration and produc-

tion projects with the first commercial oil


expected in 20162019,
1 oil refinery construction project aimed
at covering a regional deficit of oil products and support the development of the
Far East petrochemical cluster
Efficient use of capital is supported by
a major project management standard
to be implemented in 2014 which uses
global best practices. The standard is
based on stage-by-stage project implementation, with projects passing through
gates between stages of project
preparedness, which, together with the
building of experienced project teams
and direct involvement by Company
management, allows us to optimize
project value from front-end consideration to full-fledged project formulation.
This process includes regular budget
monitoring and continuous project economics assessment for ongoing project
efficiency improvements.

By bringing together the best investment


governance practices, our Company
has created and continues to enhance
investment discipline that applies to all
opportunities and projects in the investment portfolio. In particular, investment
tools applicable to all Company assets,
including acquired ones, were unified
and standardized in 2013.
The quality of investment decisions
is supported by a detailed analysis of
every investment project across a broad
range of scenarios and by an assessment of risks, including financial, commercial, technical and ecological risks,
etc. The Company has a refined process
of investment-project expert review
and approval by competent investment bodies in which the Companys

Our financial performance|Annual report 2013

141

Appendix #1

Consolidated
financial
statements

142

Annual Report 2013

rosneft

Independent auditors report


To the Shareholders and the Board of Directors of Open Joint Stock Company Rosneft Oil Company.
We have audited the accompanying consolidated financial statements of Open Joint Stock Company Rosneft Oil Company and its subsidiaries, which comprise the consolidated balance sheet as
at December 31, 2013, and the consolidated statement of comprehensive income, statement of changes in shareholders equity and statement of cash flows for the year then ended, and a summary
of significant accounting policies and other explanatory information.
Audited entitys responsibility for the consolidated financial statements
Management of the audited entity is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting
Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether
due to fraud or error.
Auditors responsibility
Our responsibility is to express an opinion on the fairness of these consolidated financial statements based on our audit.
We conducted our audit in accordance with the Federal Standards on Auditing effective in the Russian Federation and International Standards on Auditing. Those standards require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement.
An audit involves performing audit procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The audit procedures selected depend on
the auditors judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the
auditor considers internal control relevant to the preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and
the reasonableness of accounting estimates made by management of the audited entity, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Open Joint Stock Company Rosneft Oil Company and its subsidiaries as at
December 31, 2013, and their financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards.
Other matter
Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements taken as a whole. The information accompanying the consolidated financial statements
which has been disclosed as Supplementary oil and gas disclosure on page 94 is presented for additional analysis and is not within the scope of International Financial Reporting Standards. Such
information was not subject to our audit procedures performed on the accompanying consolidated financial statements and, accordingly, we express no opinion on this information.
R.G. Romanenko
Partner
Ernst & Young LLC
February 4, 2014

Details of the audited entity


Name: OJSC Rosneft Oil Company
Information about the State Register of Legal Entities Concerning a Legal Entity: 77004856711 dated August 12, 2002.
Address: Russia, 115035, Moscow, Sofiyskaya Embankment, 26/1.
Details of the auditor
Name: Ernst & Young LLC
Record made in the State Register of Legal Entities on 5 December 2002, State Registration Number 1027739707203.
Address: Russia, 115035, Moscow, Sadovnicheskaya naberezhnaya, 77, building 1.
Ernst & Young LLC is a member of Non Profit partnership Russian Audit Chamber (NP APR). Ernst & Young LLC is registered in the register of auditors and audit organizations of NP APR, number
3028, and also included in the control copy of the register of auditors and audit organizations, main registration number 10201017420.

rosneft

Appendix 1: Consolidated financial statements|Annual Report 2013

143

Consolidated
Balance Sheet

Rosneft Oil Company


(in billions of Russian rubles)

Notes

As of December 31
2013

2012 (restated)

2011 (restated)

166

ASSETS
Current assets
Cash and cash equivalents

19

275

299

Restricted cash

19

Other short-term financial assets

20

232

90

155
225

Accounts receivable

21

415

237

Inventories

22

202

134

128

Prepayments and other current assets

23

330

185

160

1,455

949

838

Total current assets


Non-current assets:
Property, plant and equipment

24

5,330

2,629

2,371

Intangible assets

25

37

19

22

Other long-term financial assets

26

40

24

34

Investments in joint ventures and associates

27

327

186

36
13

12

13

Deferred tax assets

16

14

Goodwill

25

164

144

142

Other non-current non-financial assets

28

Bank loans granted

Total non-current assets


Assets held for sale

Total assets

12

5,936

3,022

2,625

147

7,538

3,971

3,463

LIABILITIES AND EQUITY


Current liabilities:
Accounts payable and accrued liabilities

29

488

211

190

Loans and borrowings

30

684

143

165

Finance lease liabilities

30

Liabilities related to derivative instruments

31

Income tax liabilities

16

11

Other tax liabilities

32

161

83

73

Provisions

33

22

Other current liabilities

11

Total current liabilities

1,387

453

443

596

Non-current liabilities
Loans and borrowings

30

1,676

837

Finance lease liabilities

30

Deferred tax liabilities

16

660

264

241
60

Provisions

33

116

71

Prepayment on oil supply agreements

34

470

Other non-current liabilities

35

28

16

14

2,958

1,196

916

28

Total non-current liabilities


Liabilities associated with assets held for sale

Equity
Share capital

37

Treasury shares

37

(299)

(224)

Additional paid-in capital

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

Total liabilities and equity

7,538

3,971

3,463

Other funds and reserves


Retained earnings
Rosneft shareholders equity
Non-controlling interests

President

17

___________________________ I.I. Sechin

February 4, 2014

144

Annual Report 2013|Appendix 1: Consolidated financial statements

rosneft

Consolidated Statement
of Comprehensive Income

Rosneft Oil Company


(in billions of Russian rubles, except earnings
per share data, and share amounts)

Notes

For the years ended December 31,


2013

2012 (restated)

2011 (restated)

Revenues and equity share in profits of joint ventures and associates


Oil and gas sales

2,428

1,526

1,392

Petroleum products and petrochemicals sales

2,196

1,498

1,265

58

42

45

12

23

16

4,694

3,089

2,718

Production and operating expenses

389

247

189

Cost of purchased oil, gas and petroleum products and refining costs

432

319

298

Support services and other revenues


Equity share in profits of joint ventures and associates

27

Total revenues and equity share in profits of joint ventures and associates
Costs and expenses

General and administrative expenses


Pipeline tariffs and transportation costs

Taxes other than income tax


Export customs duty

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

Total costs and expenses

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)

Foreign exchange differences


Income before income tax
Income tax expense

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

Other comprehensive (loss)/income to be reclassified to (loss)/profit in subsequent periods


Foreign exchange differences on translation of foreign operations
Gain/(loss) from changes in fair value of financial assets available-for-sale, net of tax
Total other comprehensive loss to be reclassified to (loss)/profit in subsequent periods,
net of tax
Total comprehensive income, net of tax
Net income
attributable to Rosneft shareholders
attributable to non-controlling interests
Total comprehensive income, net of tax
attributable to Rosneft shareholders
attributable to non-controlling interests
Net income attributable to Rosneft per common share (in RUB) basic and diluted
Weighted average number of shares outstanding (millions)

rosneft

18

Appendix 1: Consolidated financial statements|Annual Report 2013

145

Consolidated Statement
of Changes in Shareholders Equity

Rosneft Oil Company


(in billions of Russian rubles, except share amounts)

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

Net income for the year

363

363

365

Other comprehensive income

(1)

(1)

(1)

Total comprehensive income

(1)

363

362

364

(350)

(75)

(75)

(75)

Dividends declared on common


stock (Note 37)

(71)

(71)

(71)

Change in ownership interests in


subsidiaries (Note 37)

(1)

(1)

9,238

385

(299)

(6)

2,202

2283

39

2,322

Net income for the year

545

545

551

Other comprehensive income

(8)

(8)

(8)

Total comprehensive income

(8)

545

537

543

1360

28

299

327

327

Dividends declared on common


stock (Note 37)

(85)

(85)

(85)

Acquisition of subsidiaries (Note 7)

114

114

Sale of 9.99% of OJSC RN Holding


shares (Note 37)

(125)

(125)

224

99

Voluntary offer to acquire OJSC


RN Holding shares (Note 37)

189

189

(342)

(153)

(2)

(2)

10,598

477

(14)

2,662

3,126

39

3,165

Balance at January 1, 2012


Effect of changes in accounting
policies (Note 3)
Balance at January 1, 2012
(restated)

Purchase of treasury shares


(Notes 7, 37)

Balance at December 31, 2012


(restated)

Sale of treasury shares


(Notes 7, 37)

Other
Balance at December 31, 2013

146

Annual Report 2013|Appendix 1: Consolidated financial statements

rosneft

Consolidated Statement
of Cash Flows

Rosneft Oil Company


(in billions of Russian rubles)

Notes

For the years ended December 31


2013

2012 (restated)

2011 (restated)

551

365

335

24,25

392

206

193

Loss on disposal of non-current assets

13

13

19

Impairment of assets

13

10

7, 13

(205)

(82)

Loss from assets and liabilities write-off, net

(1)

(24)

Dry hole costs

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

Non-cash income from acquisition of subsidiaries, net

Foreign exchange loss/(gain)


Equity share in profits of joint ventures and associates

27

Loss from disposal of subsidiaries and non-production assets

13

11

Finance expenses

12

56

15

19

Finance income

11

(21)

(24)

(20)

(5)

Income tax expense

16

81

104

90

Gain on notes write off

30

(32)

(1)

(112)

(15)

(88)

(7)

(6)

(61)

(3)

(59)

(22)

(15)

Increase in accounts payable and accrued liabilities

33

55

82

Increase in other tax liabilities

16

20

Increase/(decrease) in current provisions

11

(1)

Increase/(decrease) in other current liabilities

(6)

(4)
(10)

Interest paid on long-term prepayment on oil supply agreements

(Gain)/loss on bad debt allowance


Changes in operating assets and liabilities
Increase in accounts receivable, gross
Increase in inventories
Decrease/(increase) in restricted cash
Increase in prepayments and other current assets

Increase/(decrease) in other non-current liabilities


Increase in long-term prepayment on oil supply agreements
Long-term loans granted by subsidiary banks
Repayment of long-term loans granted by subsidiary banks
Acquisition of trading securities
Proceeds from sale of trading securities
Net cash provided by operating activities before income tax and interest
Income tax payments
Interest received
Dividends received
Net cash provided by operating activities

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)

Proceeds from sale of short-term financial assets

77

162

197

Acquisition of long-term financial assets

(9)

(3)

(5)

27

(76)

(43)

(47)

(1 407)

(4)

(7)

(15)

(31)

37

23

(2 220)

(452)

(394)

Acquisition of rights to use trademarks Sochi 2014


Acquisition of short-term financial assets

Proceeds from sale of long-term financial assets


Acquisition of interest in joint ventures and associates
Acquisition of subsidiaries, net of cash acquired
Sale of property, plant and equipment
Placements under reverse REPO agreements
Receipts under reverse REPO agreements
Net cash used in investing activities

rosneft

Appendix 1: Consolidated financial statements|Annual Report 2013

147

Consolidated Statement
of Cash Flows (continued)

Rosneft Oil Company


(in billions of Russian rubles)

Notes

For the years ended December 31


2013

2012 (restated)

2011 (restated)

Financing activities
Proceeds from short-term loans and borrowings

30

Repayment of short-term loans and borrowings


Proceeds from long-term loans and borrowings

30

Repayment of long-term loans and borrowings


Proceeds from bonds issuance

30

Repayment of other financial liabilities


Proceeds from sale of subsidiaries stock

37

Acquisition of treasury stock

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)

Net cash provided by/(used in) financing activities

968

73

(56)

Net (decrease)/increase in cash and cash equivalents

(39)

142

37

299

166

127

15

(9)

275

299

166

Acquisition of non-controlling interests in subsidiaries


Dividends paid to shareholders

Cash and cash equivalents at beginning of period

19

Effect of foreign exchange on cash and cash equivalents


Cash and cash equivalents at end of period

148

Annual Report 2013|Appendix 1: Consolidated financial statements

19

rosneft

Notes to the Consolidated Financial Statements.


December 31, 2013
1.

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.

Significant accounting policies

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

Appendix 1: Consolidated financial statements|Annual Report 2013

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

Annual Report 2013|Appendix 1: Consolidated financial statements

rosneft

Other property, plant and equipment


Property, plant and equipment are stated at historical cost as of the acquisition date, except for property, plant and equipment acquired prior to January 1, 2009, which is stated at deemed
cost, net of accumulated depreciation and impairment. The cost of maintenance, repairs, and replacement of minor items of property is charged to operating expenses. Renewals and betterments
of assets are capitalized.
Upon sale or retirement of property, plant and equipment, the cost and related accumulated depreciation are eliminated from the accounts. Any resulting gains or losses are included in profit or loss.
Depreciation, depletion and amortization
Oil and gas properties are depleted using unit-of-production method on field-by-field basis starting from the commencement of commercial production.
In applying the unit-of-production method to mineral licenses, the depletion rate is based on total proved reserves. In applying the unit-of-production method to other oil and gas properties,
the depletion rate is based on proved developed reserves.
Other property, plant and equipment are depreciated using the straight line method over their estimated useful lives from the time they are ready for use, except for catalysts which are amortized
using the unit-of-production method.Components of other property, plant and equipment and respective estimated useful life are as follows:
Buildings and structures

30-45 years

Plant and machinery

5-25 years

Vehicles and other property, plant and equipment

6-10 years

Service vessels

20 years

Offshore drilling assets

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.

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151

Asset retirement (decommissioning) obligations


The Company has asset retirement (decommissioning) obligations associated with its core business activities. The nature of the assets and potential obligations are as follows:
The Companys exploration, development and production activities involve the use of wells, related equipment and operating sites, oil gathering and treatment facilities, tank farms and in-field
pipelines. Generally, licenses and other regulatory acts require that such assets be decommissioned upon the completion of production. According to these requirements, the Company is obliged to
decommission wells, dismantle equipment, restore the sites and perform other related activities. The Companys estimates of these obligations are based on current regulatory or license requirements,
as well as actual dismantling and other related costs. These liabilities are measured by the Company using the present value of the estimated future costs of decommissioning of these assets. The
discount rate is reviewed at each reporting date and reflects current market assessments of the time value of money and the risks specific to the liability.
In accordance with IFRS Interpretations Committee (IFRIC) 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities, the provision is reviewed at each balance sheet date as follows:
upon changes in the estimates of future cash flows (e.g., the costs of and timeframe for abandoning one well) or a discounting rate, changes in the amount of the liability are included in the
cost of the item of plant, property and equipment, whereby such cost may not be negative and may not exceed the recoverable value of the item of plant, property and equipment;
any changes in the liability due to its nearing maturity (change in the discount) are recognized in Finance expenses.
The Companys refining and distribution activities involve refining operations, marine and other distribution terminals, and retail sales. The Companys refining operations consist of major
petrochemical operations and industrial complexes. Legal or contractual asset retirement (decommissioning) obligations related to petrochemical, oil refining and distribution activities are not
recognized due to the limited history of such activities in these segments, the lack of clear legal requirements as to the recognition of obligations, as well as the fact that decommissioning period
for such assets are not determinable.
Because of the reasons described above the fair value of an asset retirement (decommissioning) obligation of the refining and distribution segment cannot be reasonably estimated. Due to
continuous changes in the Russian regulatory and legal environment, there could be future changes to the requirements and contingencies associated with the retirement of long-lived assets.
Income tax
From 2012 Russian tax legislation permits to calculate income taxes on a consolidated basis. Therefore the main subsidiaries of the Company which do not have non-controlling interest were
combined into the Consolidated group of taxpayers (Note 41). For subsidiaries which are not included to the Consolidated group of taxpayers income taxes were calculated on an individual subsidiary
basis. Deferred income tax assets and liabilities are recognized in the accompanying consolidated financial statements in the amount determined by the Company in accordance with IAS 12, Income Taxes.
Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting
purposes.
A deferred tax liability is recognized for all taxable temporary differences, except to the extent that the deferred tax liability arises from:
the initial recognition of goodwill;
the initial recognition of an asset or liability in a transaction which:
is not a business combination; and
affects neither accounting profit, nor taxable profit;
the investments in subsidiaries when the Company is able to control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse
in the foreseeable future.
A prior period tax loss used to reduce the current amount of income tax is recognized as a deferred tax asset.
A deferred tax asset is recognized only to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilized, unless the deferred
tax asset arises from the initial recognition of an asset or liability in a transaction that:
is not a business combination; and
at the time of the transaction, affects neither accounting profit nor taxable profit (tax loss).
The Company recognizes deferred tax assets for all deductible temporary differences arising from investments in subsidiaries and associates, and interests in joint ventures, to the extent that
the following two conditions are met:
the temporary difference will reverse in the foreseeable future; and
taxable profit will be available against which the temporary difference can be utilized.
Deferred tax assets and liabilities shall be measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws)
that have been enacted or substantively enacted by the end of the reporting period.
The measurement of deferred tax assets and liabilities reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to
recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its current tax assets and liabilities on a net basis.
The carrying amount of a deferred tax asset is reviewed at each balance sheet date.
The Company reduces the carrying amount of a deferred tax asset to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of
that deferred tax asset to be utilized.
Deferred tax assets and liabilities are classified as Non-current Deferred tax assets and Non-current Deferred tax liabilities, respectively.
Deferred tax assets and liabilities are not discounted.
Recognition of revenues
Revenues are recognized when risks and rewards pass to the customer which usually occurs when the title passes to the customer, providing that the contract price is fixed or determinable
and collectability of the receivable is reasonably assured. Specifically, domestic sales of crude oil and gas, as well as petroleum products and materials are usually recognized when title passes. For
export sales, title generally passes at the border of the Russian Federation and the Company covers transportation expenses (except freight), duties and taxes on those sales (Note 10). Revenue is
measured at the fair value of the consideration received or receivable taking into account the amount of any trade discounts, volume rebates and reimbursable taxes.
Sales of support services are recognized as services are performed provided that the service price can be determined and no significant uncertainties regarding the receipt of revenues exist.
Transportation expenses
Transportation expenses recognized in the consolidated statement of comprehensive income represent all expenses incurred by the Company to transport crude oil for refining and to end
customers, and to deliver petroleum products from refineries to end customers (these may include pipeline tariffs and any additional railroad transportation costs, handling costs, port fees, sea
freight and other costs).
Refinery maintenance costs
The Company recognizes the costs of overhauls and preventive maintenance performed with respect to oil refining assets as expenses when incurred.
Environmental liabilities
Expenditures that relate to an existing condition caused by past operations, and do not have a future economic benefit, are expensed. Liabilities for these expenditures are recorded when
environmental assessments or clean-ups are probable and the costs can be reasonably estimated.
Accounting for contingencies
Certain conditions may exist as of the date of these consolidated financial statements which may further result in a loss to the Company, but which will only be resolved when one or more future
events occur or fail to occur. The Companys management makes an assessment of such contingent liabilities which is based on assumptions and is a matter of opinion. In assessing loss contingencies relating to legal or tax proceedings that involve the Company or unasserted claims that may result in such proceedings, the Company, after consultation with legal or tax advisors, evaluates the
perceived merits of any legal or tax proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.
If the assessment of a contingency indicates that it is probable that a loss will be incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Companys
consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then
the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed. However, in some instances
in which disclosure is not otherwise required, the Company may disclose contingent liabilities or other uncertainties of an unusual nature which, in the judgment of management after consultation
with its legal or tax counsel, may be of interest to shareholders or others.
Taxes collected from customers and remitted to governmental authorities
Refundable excise is deducted from revenues. Non-refundable excise and customs duties are not deducted from revenues and are recognized as expenses in Taxes other than income tax
in the consolidated statement of comprehensive income.
Value-added tax (VAT) receivable and payable is recognized, respectively, as Prepayments and other current assets and Other tax liabilities in the consolidated balance sheet.
Functional and presentation currency
The financial statements are presented in Russian Rubles, which is the functional currency of Rosneft Oil Company and all of its subsidiaries operating in the Russian Federation. A functional
currency of the foreign subsidiaries is generally the US dollar.

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rosneft

Transactions and balances


Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from
the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the profit or loss.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items
measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined.
The Companys subsidiaries
The results and financial position of all of the Companys subsidiaries, joint ventures and associates that have a functional currency different from the presentation currency are translated into
the presentation currency as follows:
assets and liabilities for each balance sheet presented are translated at the closing rate at that reporting date;
income and expenses for each statement of comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect
of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
all resulting exchange differences are recognized as a separate component of other comprehensive income.
Prepayment on oil supply contracts
In the course of business the Company enters into long-term oil supply contracts. The contract terms may require the buyer to make a prepayment.
The Company considers long-term oil supply contracts to be a regular way sales entered into and continued to be held for the purpose of the receipt or delivery of a non-financial item in
accordance with the Companys expected purchase, sale or usage requirements. A regular way sale contracts are exempted from the scope of IAS 32, Financial Instruments: Presentation, and IAS
39, Financial Instruments: Recognition and Measurement.
Conditions to meet the definition of a regular way sale are not met if either of the following applies:
ability to settle net in cash or another financial instrument, or by exchanging financial instruments, is not explicit in the terms of the contract, but the Company has a practice of settling similar
contracts net in cash or another financial instrument or by exchanging financial instruments (whether with the counterparty, by entering into offsetting contracts or by selling the contract
before its exercise or lapse);
for similar contracts, the Company has a practice of taking delivery of the underlying and selling it within a short period after delivery for the purpose of generating a profit from short-term
fluctuations in price or dealers margin.
Prepayments for the delivery of goods or respective deferred revenue are accounted for as non-financial liabilities because the outflow of economic benefits associated with them is the delivery
of goods and services rather than a contractual obligation to pay cash or another financial asset.
Changes in accounting policies and disclosures
The accounting policies adopted are consistent with those of the previous financial year except for the adoption of new standards and interpretations effective as of January 1, 2013 and a
voluntary change in accounting policy described below.
Effective January 1, 2013, the Company voluntarily changed its accounting policy which has an effect on the prior reporting periods. In applying the unit-of-production method to oil and gas
properties (excluding mineral licenses), the depletion rate is based on proved developed reserves. Capitalized costs applicable to this category of reserves are included in the depreciable amount
to achieve a proper matching of costs and production. In certain cases it is difficult to reliably assign the construction in progress costs to proved developed reserves. For example, if an oil field is
not fully developed, there may be construction in progress costs that do not relate, in total or in part, to proved developed reserves. To improve matching of costs and production the Company has
decided to exclude the construction in progress costs from the depreciable amounts in applying the unit-of-production method to oil and gas properties. This change was accounted for as a change
in accounting policy and applied retrospectively. As a result of this change, Depreciation, depletion and amortization for the years ended December 31, 2012 and 2011 decreased RUB 32 billion and
RUB 20 billion, respectively. As of December 31, 2012 total cumulative effect from the change in accounting policy was an increase of RUB 59 billion and was recorded in Retained earnings. The
effect on Net income attributable to Rosneft per common share (in RUB) basic and diluted for the year ended December 31, 2012 was an increase of RUB 3.
The Company applies, for the first time, certain standards and amendments effective as of January 1, 2013.
The nature and the impact of each new standard/amendment are described below.
The Company adopted a package of standards on consolidation: IFRS 10, Consolidated Financial Statements, IFRS 11, Joint Arrangements, IFRS 12, Disclosure of Interests in Other Entities.
The package of new standards introduces the new model of control and treatment of joint arrangements and also new disclosure requirements. As a result of the application of the package the
Company has changed its method of accounting for certain joint arrangements from the equity method of accounting to accounting for the assets, liabilities, revenues and expenses relating to the
Companys interest in accordance with the IFRSs applicable to the particular assets, liabilities, revenues and expenses. This change required restatement of financial results for the previous periods.
In addition, the application of IFRS 12, Disclosure of Interest in Other Entities, results in additional disclosures in the annual consolidated financial statements.
IFRS 13, Fair Value Measurement, establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but
rather provides guidance on how to measure fair value under IFRS when fair value is required or permitted. The application of IFRS 13 has not materially impacted the fair value measurements of
the Company. IFRS 13 also requires specific disclosures of fair values. Some of these disclosures are specifically required for the interim condensed consolidated financial statements. The Company
made these disclosures in Note 38.
IAS 1, Presentation of Financial Statements. The amendments to IAS 1 introduce a grouping of items presented in other comprehensive income. Items that could be reclassified to profit or loss
at a future point in time now have to be presented separately from items that will never be reclassified. The amendment affected presentation only and had no impact on the Companys financial
position or results of operations.
Several other new standards and amendments including amended IFRS 7, Financial Instruments: Disclosure, and IAS 32, Financial Instrument: Presentation, IAS 19, Employee Benefits (Revised
2011), amendments resulting from Annual Improvements 2009-2011 cycle to IAS 1, Presentation of Financial Statements, IAS 16, Property, Plant and Equipment, IAS 32, Financial Instruments: Presentation, IAS 34, Interim Financial Reporting, were applied for the first time in 2013. Application of these standards and amendments had no significant impact on the Companys financial position
or results of operations.
The impact of the change from the equity method of accounting to accounting for assets, liabilities, income and expenses in accordance with IFRS 11, Joint Arrangements, in respect of the
Companys interests in Ruhr Oel GmbH, a joint operation with BP group, engaged in processing and sale of crude oil in Western Europe, and OJSC Tomskneft VNK (Tomskneft), a joint operation with
OJSC Gazprom Neft, engaged in crude oil exploration and production in Western Siberia, on the consolidated balance sheet as of December 31 and January 1, 2012 and the consolidated statement
of comprehensive income for the year ended December 31, 2012 is presented below.
The Companys interests in Ruhr Oel GmbH and Tomskneft are presented using the equity method of accounting in Equity share in profits of joint ventures and associates in the consolidated
statement of comprehensive income for the year ended December 31, 2011.
Impact on the consolidated balance sheet:
As of December 31, 2012
Ruhr Oel GmbH

Tomskneft

As of January 1, 2012

Total

Ruhr Oel GmbH

Tomskneft

Total

Increase in current assets:


Cash and cash equivalents

Other financial assets

Accounts receivable

10

10

Inventories
Prepayments and other current assets

14

20

12

17

Property, plant and equipment

57

42

99

60

40

100

Investment in Ruhr Oel GmbH

(47)

(47)

(46)

(46)

Increase in total current assets


Increase/(decrease) in non-current assets:

Investment in Tomskneft

(38)

(38)

(34)

(34)

Investments in joint ventures and associates

Deferred tax assets

Goodwill

10

10

10

10

Increase in total non-current assets

12

16

28

16

18

34

Increase in total assets

26

22

48

28

23

51

Increase in current liabilities:

rosneft

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153

As of December 31, 2012

As of January 1, 2012

Ruhr Oel GmbH

Tomskneft

Total

Ruhr Oel GmbH

Tomskneft

Accounts payable and accrued liabilities

Total
9

Loans and borrowings

12

17

11

13

Other tax liabilities

Increase in total current liabilities

11

17

28

12

17

29

Deferred tax liabilities

Provisions

Other non-current liabilities

13

13

12

12

Increase in total non-current liabilities

17

26

16

24

(2)

(2)

(4)

(4)

(2)

(2)

Increase in non-current liabilities:

Decrease in equity:
Other funds and reserves
Retained earnings
Decrease in total equity

(2)

(4)

(6)

(2)

(2)

Increase in total liabilities and equity

26

22

48

28

23

51

Impact on the consolidated statement of comprehensive income:


For the year ended December 31, 2012
Ruhr Oel GmbH

Tomskneft

Total

Revenues and equity share in profits of joint ventures and associates


Petroleum products and petrochemicals sales

Equity share in profits of joint ventures and associates

(8)

(8)

Total revenues and equity share in profits of joint ventures and associates

(7)

(7)

Costs and expenses


Production and operating expenses
Cost of purchased oil, gas and petroleum products and refining costs

15

12

27

(19)

(51)

(70)

Depreciation, depletion and amortization

11

Taxes other than income tax

27

27

Total costs and expenses

(5)

(5)

Operating loss

(2)

(2)

Other income

Income before income tax

Income tax expense

(2)

(2)

Net loss

(2)

(2)

Other comprehensive loss to be reclassified to loss in subsequent periods


Foreign exchange differences on translation of foreign operations

(2)

(2)

Total other comprehensive loss to be reclassified to loss in subsequent periods, net of tax

(2)

(2)

Total comprehensive loss, net of tax

(2)

(2)

(4)

(2)

(2)

attributable to Rosneft shareholders

(2)

(2)

attributable to non-controlling interests

(2)

(2)

(4)

(2)

(2)

(4)

Net loss

Total comprehensive loss, net of tax


attributable to Rosneft shareholders
attributable to non-controlling interests
Impact on the consolidated statement of cash flows:

2012
Net cash provided by operating activities
Net cash used in investing activities

5
(7)

Net cash provided by financing activities

Cash and cash equivalents at end of period

4.

Significant accounting judgments, estimates and assumptions

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).

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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.

New standards and interpretations issued but not yet effective

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 and financial risk management

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)

Other short-term financial assets

(232)

Net debt

1 860

591

Total equity

3 165

2 322

Total capital employed

5 025

2 913

Net debt to capital employed ratio, %

37,0%

20,3%

Financial risk management


In the normal course of business the Company is exposed to the following financial risks: market risk (including foreign currency risk, interest rate risk and commodity price risk), credit risk and
liquidity risk. The Company has introduced a risk management system and developed a number of procedures to measure, assess and monitor risks and select the relevant risk management techniques.
The Company has developed, documented and approved the relevant policies pertaining to market, credit and liquidity risks and the use of derivative financial instruments.
Foreign currency risk
The Group undertakes transactions denominated in foreign currencies and is exposed to foreign exchange risk arising from various currency exposures primarily with respect to the US$ and
Euro. Foreign exchange risk arises from assets, liabilities, commercial transactions and financing denominated in foreign currencies.
The carrying values of monetary assets and liabilities denominated in foreign currencies are presented in the table below:
Assets as of December 31

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

Currency rate change in %


Gain/(loss)

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.

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Appendix 1: Consolidated financial statements|Annual Report 2013

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)

Effect on income before income tax


(billion RUB)

+6

(1)

2013

2012

2011

-6

+5

-5

+ 15

(1)

- 15

Potential change in EURIBOR is insignificant.


The sensitivity analysis is limited only to variable rate loans and borrowings and is conducted with all other variables held constant. The analysis is prepared assuming the amount of variable
rate liability outstanding at the balance sheet date was outstanding for the whole year. Interest rate on variable rate loans and borrowings will effectively change throughout the year in response to
fluctuations in market interest rates.
The impact measured through the sensitivity analysis does not take into account other potential changes in economic conditions, which may accompany the relevant changes in market interest rates.
The Company enters into contracts to economically hedge risks associated with an increasing interest expense on loans and borrowings (Notes 20, 26, 31).
Credit risk
The Company controls own exposure to credit risk. All external customers and their financial guarantors, other than related parties, undergo a creditworthiness check (including sellers, which act on
prepayment basis). The Company performs an ongoing assessment and monitoring of financial position and the risk of default. In the event of default by the parties on their respective obligations under
the financial guarantee contracts, the Companys exposure to credit risk will be limited to the corresponding contract amounts. As of December 31, 2013, management assessed such risk as remote.
In addition, as part of its cash management and credit risk function, the Company regularly evaluates the creditworthiness of financial and banking institutions where it deposits cash and
performs trade finance operations. Banking relationships are primarily with Russian subsidiaries of large international banking institutions and certain large Russian banks. The Companys exposure
to credit risk is limited to the carrying amount of financial assets recognized in the consolidated balance sheet.
Liquidity risk
The Company has mature liquidity risk management processes covering short-term, mid-term and long-term funding. Liquidity risk is controlled through maintaining sufficient reserves and the
adequate amount of committed credit facilities and loan funds. Management conducts regular monitoring of projected and actual cash flow information, analyses the repayment schedules of the
existing financial assets and liabilities and performs annual detailed budgeting procedures.
Contractual maturities of the Companys financial liabilities are presented below:
Year ended December 31, 2012 (restated)

On demand

12 months

1 to 5 years

> 5 years

Total

Loans and borrowings

112

533

505

1 150

Finance lease liabilities

14

Accounts payable to suppliers and contractors

117

117

Salary and other benefits payable


Banking customer accounts
Other accounts payable
Year ended December 31, 2013
Loans and borrowings

22

22

41

41

13

13

On demand

12 months

1 to 5 years

> 5 years

Total

721

1 359

556

2 636

Finance lease liabilities

14

Accounts payable to suppliers and contractors

187

187

45

45

153

153

Salary and other benefits payable


Voluntary offer to acquire OJSC RN Holding securities (Note 37)
Banking customer accounts

36

36

22

22

Derivative financial liabilities

Part of other current liabilities

Other accounts payable

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

1,360,449,797 Rosnefts treasury shares (12.84% of share capital) at fair value

327

AARs 50% equity interest in TNK-BP:


US$27.73 billion in cash at the CBR official exchange rate as of the date of acquisition
Total cash and equity instruments
Fair value of the Company's investment in OJSC Verkhnechonskneftegaz
Total consideration transferred

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

Annual Report 2013|Appendix 1: Consolidated financial statements

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

Oil and gas development and production

94.67

96.51

Exploration and production


OJSC Nizhnevartovskoe Neftegazodobyvayuschee
Predpriyatie
OJSC Varyoganneftegaz

Russia

Oil and gas development and production

89.34

90.91

LLC Vanyoganneft JV

Russia

Oil and gas development and production

94.67

96.51

OJSC TNK-Nyagan

Russia

Oil and gas development and production

94.67

96.51

OJSC Tumenneftegaz

Russia

Oil and gas development and production

94.67

96.51

OJSC Orenburgneft

Russia

Oil and gas development and production

95.13

96.61

LLC Buguruslanneft

Russia

Oil and gas development and production

95.13

96.61

OJSC Yugraneft Corporation

Russia

Oil and gas development and production

75.30

76.77

OJSC Samotlorneftegaz

Russia

Oil and gas development and production

94.67

96.51

OJSC TNK-Nizhnevartovsk

Russia

Oil and gas development and production

94.67

96.51

CJSC ROSPAN INTERNATIONAL

Russia

Oil and gas development and production

94.67

96.51

OJSC Verkhnechonskneftegaz

Russia

Oil and gas development and production

70.05

71.42

LLC TNK-Uvat

Russia

Oil and gas development and production

94.67

96.51

LLC Tagulskoe

Russia

Field survey and exploration

100.00

100.00

OJSC Suzun

Russia

Field survey and exploration

100.00

100.00

TNK Vietnam B.V.

Netherlands

Oil and gas development and production

100.00

100.00

LLC Nizhnevartovskoe Neftepererabatyvayuschee


Obedinenie

Russia

Petroleum refining

94.67

96.51

CJSC RORC

Russia

Petroleum refining

94.67

96.51

OJSC Saratov Oil Refinery

Russia

Petroleum refining

81.01

87.98

CJSC Karelyanefteprodukt

Russia

Marketing and distribution

94.67

96.51

LLC Kurskoblnefteprodukt

Russia

Marketing and distribution

94.67

96.51

OJSC Kaluganefteprodukt

Russia

Marketing and distribution

93.04

96.51

OJSC Rjazan Oil Produkt

Russia

Marketing and distribution

93.55

96.51

Refining, logistics and distribution

OJSC Tulanefteprodukt

Russia

Marketing and distribution

87.51

92.29

CJSC PCEC

Russia

Marketing and distribution

94.67

96.51

OJSC TNK-Stolitsa

Russia

Marketing and distribution

94.67

96.51

LLC ZSNP

Russia

Marketing and distribution

94.67

96.51

OJSC Saratovnefteprodukt

Russia

Marketing and distribution

87.98

90.29

LLC TNK-BP Northern Capital

Russia

Marketing and distribution

94.67

96.51

LLC TNK Lubricants

Russia

Marketing and distribution

97.33

98.25

CJSC TNK South Management

Russia

Marketing and distribution

94.67

96.51

LLC TNK-BP Marketing

Russia

Marketing and distribution

94.67

96.51

OJSC TNK-Yaroslavl

Russia

Marketing and distribution

89.03

90.76

FLLC "TNK-BP West"

Belarus

Marketing and distribution

100.00

100.00

LLC TNK-Industries

Russia

Marketing and distribution

94.67

96.51

CJSC Koltsovo Fueling Company

Russia

Marketing and distribution

94.67

96.51

LLC TZK-Aktiv

Russia

Marketing and distribution

94.67

96.51

PRJSC LINIK

Ukraine

Petroleum refining

95.21

95.21

TNK Trade Limited

Cyprus Republic

Marketing and distribution

100.00

100.00

LLC Krasnoleninsky Oil Refinery

Russia

Petroleum refining

94.67

96.51

TNK Industrial Holdings Limited

Virginia British Isles

Holding company

100.00

100.00

TNK- Limited

Virginia British Isles

Holding company

100.00

100.00

TNK- International Limited

Virginia British Isles

Holding company

100.00

100.00

TNK Pipelines Vietnam B.V.

Netherlands

Transportation services

100.00

100.00

Novy Investments Limited

Cyprus Republic

Holding company

100.00

100.00

TNK Management Company Limited

Cyprus Republic

Holding company

100.00

100.00

OJSC TNK-BP Holding

Russia

Holding company

94.67

96.51

OJSC TNK- Management

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

Appendix 1: Consolidated financial statements|Annual Report 2013

157

ASSETS
Current assets:
Cash and cash equivalents
Restricted cash

178
5

Accounts receivable

53

Inventories

60

Prepayments and other current assets


Total current assets

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

Total non-current assets

2 497

Total assets

2 872

LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities

117

Loans and borrowings

31

Income tax liabilities


Other tax liabilities
Provisions

3
61
7

Other current liabilities

12

Total current liabilities

231

Non-current liabilities:
Loans and borrowings

203

Deferred tax liabilities

344

Provisions

39

Other non-current liabilities


Total non-current liabilities
Total liabilities

9
595
826

Total identifiable net assets at fair value

2 046

Non-controlling interests measured at fair value

(112)

Gain on bargain purchase

(167)

Total consideration transferred

1 767

TNK-BP acquisition cash flow:


Net cash acquired

178

Cash paid

(1 373)

Net cash outflow

(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

Total non-current assets

LIABILITIES
Deferred income tax liabilities

Total long-term liabilities

Total net assets acquired

158

Annual Report 2013|Appendix 1: Consolidated financial statements

rosneft

Acquisition of LLC Oil and Gas Company ITERA


On July 2, 2013 the Company acquired a 49% ownership interest in LLC Oil and Gas Company ITERA, the major independent natural gas producer and supplier in Russia. As a result of this
acquisition, the Companys share in LLC Oil and Gas Company ITERA increased to 100%. This acquisition was accounted for as step acquisition under IFRS 3, Business Combinations.
Preliminary fair value of the consideration transferred was RUB 191 billion at the acquisition date and included cash in the amount of RUB 95 billion and preliminary fair value of non-controlling
share in LLC Oil and Gas Company ITERA of RUB 96 billion.
In the course of the transaction the following entities were acquired:
Name

Country of incorporation

Core activity

Preferred and
common shares

Voting shares

Exploration and production


LLC Kynsko-Chaselskoye neftegaz

Russia

Oil and gas development and production

100.00

100.00

OJSC Bratskekogaz

Russia

Oil and gas development and production

79.00

79.00

OJSC Sibneftegaz

Russia

Oil and gas development and production

48.94

48.94

OJSC Purgaz

Russia

Oil and gas development and production

49.00

49.00

100.00

Refining, marketing and distribution


LLC Sibgastranzit

Russia

Marketing and distribution

100.00

CJSC Uralsevergas

Russia

Marketing and distribution

67.00

67.00

SIA ITERA Latvija

Latvia

Marketing and distribution

66.00

66.00

Other
LLC Oil and Gas Company ITERA

Russia

Holding company

100.00

100.00

LLC Firma Proekt

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

LLC ITERA Finance

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

OJSC Raschetnij center Urala

Russia

Collecting activity

99.90

99.90

ITERA-Turkmenistan Ltd.

Cyprus

Holding company

100.00

100.00

Davonte Holdings Ltd.

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

Prepayments and other current assets

Total current assets

14

Non-current assets:
Property, plant and equipment

92

Other financial assets

Investments in associates and joint ventures

128

Deferred tax assets

Total non-current assets

225

Total assets

239

LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities

Loans and borrowings

12

Total current liabilities

18

Non-current liabilities:
Loans and borrowings

10

Deferred tax liabilities

19

Total non-current liabilities

29

Total liabilities

47

Total identifiable net assets at fair value

192

Non-controlling interests measured at preliminary fair value

(1)

Total consideration transferred

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

Appendix 1: Consolidated financial statements|Annual Report 2013

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

Other current assets

Total current assets

Non-current assets:
Property, plant and equipment

Other non-current assets

Total non-current assets

Total assets

11

LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities

Loans and borrowings

Total current liabilities

Total liabilities

Total identifiable net assets at fair value

Non-controlling interests measured at preliminary fair value

(1)

Goodwill

20

Total consideration transferred

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

Total current assets

Non-current assets:
Property, plant and equipment

34

Mineral rights

105

Total non-current assets

139

Total assets

141

LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities

Total current liabilities

Non-current liabilities
Loans and borrowings

Deferred tax liabilities

22

Total non-current liabilities

23

Total liabilities

27

Total identifiable net assets at fair value

114

Total consideration transferred

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

Total current assets

Non-current assets:
Property, plant and equipment

39

Mineral licenses

105

Total non-current assets

144

Total assets held for sale

147

160

Annual Report 2013|Appendix 1: Consolidated financial statements

rosneft

LIABILITIES
Current liabilities:
Accounts payable and accrued liabilities

Total current liabilities

Non-current liabilities:
Loans and borrowings

Deferred tax liabilities

22

Total non-current liabilities

25

Total liabilities associated with assets held for sale

28

Acquisition of OJSC Sibneftegas


In November 2013, the Company completed the acquisition of 40% ownership interest in Artic Russia B.V. from Enel, an Italian oil and gas company, for a cash consideration of RUB 59 billion.
Artic Russia B.V. is a parent company holding a controlling interest in LLC Sever-Energiya, which holds licenses for exploration and production within Samburgskiy license area and for geological
study, exploration and production of hydrocarbons within Yevo-Yakhinskiy, Yaro-Yakhinskiy and Severo-Chaselskiy license areas.
In December 2013, the Company and OJSC NOVATEK swaped 40% ownership interest in Artic Russia B.V., owned by the Company, for 51% ownership interest in OJSC Sibneftegas, owned
by OJSC NOVATEK. The transaction did not involve any cash consideration. Following the swap, the Company accumulated 100% ownership interest in OJSC Sibneftegas. OJSC Sibneftegas holds
licenses for hydrocarbon production within Pyreinoye gas condensate field and for geological study, exploration and production of hydrocarbons within Beregovoy and Khadyryakhinskiy license areas.
The acquisition of additional 51% share in OJSC Sibneftegas was accounted for under IFRS 3, Business Combinations, as a step acquisition. Preliminary fair value of previously held non-controlling share in OJSC Sibneftegas of RUB 71 billion and is included in the consideration transferred.
Starting from December 27, 2013, assets and liabilities OJSC Sibneftegas are included in the Companys consolidated balance sheet.
The consideration transferred is presented below:
Preliminary fair value of 49% interest in OJSC Sibneftegas, obtained as a result of LLC Oil and Gas Company ITERA acquisition
Preliminary fair value of 40% interest in Artic Russia B.V.

71
59

Total consideration transferred

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

Accounts receivable and other current assets

Total current assets

Non-current assets:
Property, plant and equipment

172

Intangible assets

Total non-current assets

174

Total assets

178

LIABILITIES
Non-current liabilities:
Loans and borrowings

33

Deferred tax liabilities

15

Total liabilities

48

Total consideration transferred

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

Total non-current assets

Deferred tax liabilities

Total non-current liabilities

Total identifiable net assets at fair value

Goodwill

Purchase consideration transferred

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.

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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

Refining and distribution

Corporate and other


unallocated activities

Adjustments

Consolidated

4 682

Revenues and equity share in profits of joint ventures and associates


Revenues from external customers
Intersegment revenues
Equity share in profits of joint ventures and associates
Total revenues and equity share in profits of joint
ventures and associates

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

Costs and expenses


Costs and expenses other than depreciation,
depletion and amortization
Depreciation, depletion and amortization
Total costs and expenses
Operating income

329

56

392

1 427

4 441

119

(1 848)

4 139

494

129

(68)

555

Finance income

21

Finance expenses

(56)

Total finance expenses

(35)

Other income

242

Other expenses

(59)

Foreign exchange differences

(71)

Income before income tax

632

Income tax

(81)

Net income

551

Operating segments in 2012 (restated):


Exploration and
production

Refining and distribution

Corporate and other


unallocated activities

Adjustments

Consolidated

3 066

Revenues and equity share in profits of joint ventures and associates


Revenues from external customers
Intersegment revenues
Equity share in profits of joint ventures and associates
Total revenues and equity share in profits of joint
ventures and associates

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

Costs and expenses


Costs and expenses other than depreciation,
depletion and amortization
Depreciation, depletion and amortization

167

33

206

Total costs and expenses

868

2 947

82

(1 220)

2 677

Operating income

420

48

(56)

412

Finance income

24

Finance expenses

(15)

Total finance income

Other income

87

Other expenses

(50)

Foreign exchange differences

11

Income before income tax

469

Income tax

(104)

Net income

365

Operating segments in 2011 (restated):


Exploration and
production

Refining and distribution

Corporate and other


unallocated activities

Adjustments

Consolidated

2 702

Revenues and equity share in profits of joint ventures and associates


Revenues from external customers
Intersegment revenues
Equity share in profits of joint ventures and associates
Total revenues and equity share in profits of joint ventures
and associates

50

2 621

31

1 030

(1030)

16

16

1 096

2 621

31

(1030)

2 718

534

2 503

49

(1030)

2 056

Costs and expenses


Costs and expenses other than depreciation, depletion and
amortization
Depreciation, depletion and amortization

164

24

193

Total costs and expenses

698

2527

54

(1030)

2 249

Operating income

398

94

(23)

469

Finance income

162

Annual Report 2013|Appendix 1: Consolidated financial statements

20

rosneft

Exploration and
production

Refining and distribution

Corporate and other


unallocated activities

Adjustments

Finance expenses

Consolidated
(19)

Total finance income

Other income

25

Other expenses

(48)

Foreign exchange differences

(22)

Income before income tax

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

Oil and gas sales


1 574

1 033

955

International sales of crude oil Asia

International sales of crude oil Europe

542

388

366

International sales of crude oil CIS, other than Russia

128

78

54

81

103

22

14

2 428

1 526

1 392

Domestic sales of crude oil


Sales of gas
Total oil and gas sales
Petroleum products and petrochemical sales
International Sales of petroleum products Europe

907

653

500

International Sales of petroleum products Asia

294

228

224

International Sales of petroleum products CIS, other than Russia

84

11

Domestic sales of petroleum products

817

522

473

Domestic sales of petrochemical products

12

11

10

International sales of petrochemical products Europe

82

73

50

2 196

1 498

1 265

Total petroleum products and petrochemicals sales

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.

Taxes other than income tax


Taxes other than income tax for the years ended December 31 comprise the following:
2013

2012 (restated)

2011

Mineral extraction tax

829

553

414

Excise tax

136

79

55

Property tax

22

12

11

Other

37

28

18

1 024

672

498

Total taxes

10. Export customs duty


Export customs duty for the years ended December 31 comprises the following:

Export customs duty on oil sales


Export customs duty on gas sales
Export customs duty on petroleum products and petrochemicals sales
Total export customs duty

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:

Interest income on:


Deposits and deposit certificates

11

Loans issued

Notes receivable

Bonds

Current/settlement accounts

Other interest income

Total interest income

18

18

20

rosneft

Appendix 1: Consolidated financial statements|Annual Report 2013

163

2013

2012

Gain from changes in fair value of financial assets at fair value recognized in profit or loss

Net gain from operations with derivative financial instruments

Gain from disposal of financial assets


Total finance income

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)

Interest expense on:


Loans and borrowings

(38)

(8)

For the use of funds

(5)

Other interest expenses

(1)

(2)

(1)

Total interest expenses

(44)

(10)

(8)

(3)

(4)

(3)

(1)

(8)

(4)

(5)

(56)

(15)

(19)

Restructured tax liabilities


Net loss from operations with derivative financial instruments
Loss from disposal of financial assets
Increase in provision due to the unwinding of discount
Total finance expenses

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

Non-cash income from acquisition of subsidiaries, net (Note 7)

205

82

Compensation payment for licenses from joint venture parties

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

Total other expenses

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

Expenses for non-statutory defined contribution plan

Other employee benefits

185

131

97

Salary
Statutory insurance contributions

Total personnel expenses

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

Less than 1 year

16

From 1 to 5 years

50

18

18

164

Annual Report 2013|Appendix 1: Consolidated financial statements

2011

rosneft

2013

2012

Over 5 years

163

41

2011
14

Total future minimum lease payments

229

67

41

16. Income tax


Income tax expenses for the years ended December 31 comprise the following:
2013

2012 (restated)

2011 (restated)

Current income tax

98

86

99

Prior period adjustments

(16)

(5)

(3)

Current income tax expense

82

81

96

Deferred tax relating to origination and reversal of temporary differences

(1)

23

(6)

Total deferred income tax (benefit)/expense

(1)

23

(6)

Total income tax expense

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)

Short-term financial assets

Short-term accounts receivable, net of allowance

(1)

Inventories

Prepayments and other current assets

Long-term financial assets

Long-term accounts receivable, net of allowance

Property, plant and equipment

(1)

Other non-current assets

(2)

Short-term accounts payable and accrued liabilities

(1)

Current financial liabilities

Other current liabilities

Long-term accounts payable and accrued liabilities


Long- term accrued provisions
Tax loss carry forward

(1)

12

(7)

(2)

(2)

(5)

(32)

(13)

(11)

14

Property, plant and equipment

(437)

(215)

(189)

(4)

(26)

Mineral rights

(255)

(62)

(63)

32

13

11

(660)

(264)

(241)

(3)

(25)

(23)

Valuation allowance for deferred income tax asset


Less: deferred tax liabilities offset
Deferred tax assets

Less: deferred tax assets offset


Deferred tax liabilities
Deferred income tax benefit/(expense)
Net deferred tax liabilities

(646)

(260)

(237)

Recognised in the Consolidated balance sheet as following:


Deferred tax assets

14

Deferred tax liabilities

(660)

(264)

(241)

Net deferred tax liabilities

(646)

(260)

(237)

Net deferred tax liabilities reconciliation is as follows:

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)

Income before income tax

632

469

425

Income tax at statutory rate of 20%

126

94

85

Increase/(decrease) resulting from:


3

Effect of income tax reliefs

Effect of income tax rates in other jurisdictions

(13)

(12)

(6)

Effect of non-taxable income from acquisition of subsidiaries (Note 7)

(41)

20

81

104

90

Effect of non-taxable income and non-deductible expenses


Income tax

rosneft

Appendix 1: Consolidated financial statements|Annual Report 2013

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

As of December 31, 2012


(restated)
Non-controlling interest
(%)

Non-controlling interest
in net assets

2012
(restated)
Non-controlling interest
in net
income

As of December 31, 2011


(restated)
Non-controlling interest
(%)

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

OJSC Rosneft Sakhalin

45,00

45,00

45,00

15,33

15,33

15,33

OJSC Russian Regional


Development Bank (VBRR)
CJSC TZK Sheremetyevo (Note 7)

25,10

SIA ITERA Latvija (Note 7)

34,00

OJSC RN Holding (Notes 7, 37)

OJSC Verkhnechonskneftegaz
(Notes 7, 37)

OJSC Samotlorneftegaz (Notes


7, 37)

LLC RN-Uvatneftegaz (Notes 7, 37)

OJSC Orenburgneft (Notes 7, 37)

Non-controlling interests in other


entities

various

various

various

(3)

39

39

36

Non-controlling interests as of the


end of the reporting period
18. Earnings per share

For the years ended December 31, basic earnings per share comprise the following:
2013

2012 (restated)

2011 (restated)

Continued operations
545

363

331

Weighted average number of issued common shares outstanding (millions)

Net income attributable to shareholders of Rosneft

10 304

9 416

9 591

Total basic earnings per share (RUB)

52,89

38,55

34,51

19. Cash and cash equivalents


Cash and cash equivalents consist of the following:
As of December 31,
2013

2012 (restated)

Cash on hand and in bank accounts in RUB

58

19

Cash on hand and in bank accounts in foreign currencies

172

206

43

72

Deposits
Other
Total cash and cash equivalents

275

299

Cash accounts denominated in foreign currencies represent primarily cash in US$.


Deposits are interest bearing and denominated primarily in RUB.
Restricted cash comprises the following:
As of December 31,
2013

2012

Obligatory reserve of subsidiary banks with the CBR

Offsetting account under joint venture agreement with BP group in Euro

Total restricted cash

20. Other short-term financial assets


Other short-term financial assets comprise the following:
As of December 31,
2013

2012 (restated)

Bonds

21

14

Stocks and shares

22

Loans granted

17

18

Loans issued to associates

Financial assets available-for-sale:

Loans and accounts receivable:

166

Annual Report 2013|Appendix 1: Consolidated financial statements

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

Held-for-trading financial assets at fair value through profit or loss:


Corporate bonds

11

State bonds

Stocks and shares

Derivative financial instruments


Total other short-term financial assets

232

90

As of December 31, 2013 and 2012 available-for-sale bonds comprise the following:

2013

2012

Balance

Interest rate p.a.

Date of maturity

Balance

Interest rate p.a.

Date of maturity

State bonds (federal loan bonds issued by the Ministry of Finance


of the Russian Federation)

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

Interest rate p.a.

Date of maturity

Balance

Interest rate p.a.

Date of maturity

Corporate bonds

11

1,99-13,5%

February 2014
October 2026

10

2,85-13,5%

March 2013
October 2023

State and municipal bonds

5,5-12,0%

April 2014
February 2036

6,7-12,0%

January 2013
February 2036

Trading stocks with state participation


Total

15

21

Derivative financial instruments


In 2012 the Company entered into a series of deliverable conversion transactions with options (collar) for the sale of US$ for a term until December 2013. The RUB/US$ exchange spot rate
was fixed at predetermined dates monthly. In the event that the RUB/US$ exchange spot rate broke out of the upper or lower bands of the collar, the parties of the contract executed currency purchase-sale transaction for nominal amount of US$ 20.5 million (RUB 1 billion at the CBR official exchange rate as of December 31, 2012) at the conversion rates, stipulated in the contract. Fair value
is calculated based on market data using SuperDerivatives valuation service. Fair value of the series of deliverable conversion transactions with options (collar) was presented in Other short-term
financial assets Derivative financial instruments in the amount of RUB 1 billion in the consolidated balance sheet as of December 31, 2012.
Fair value of cross-currency rate swap contracts is presented in Other short-term financial assets Derivative financial instruments in the amount of RUB 2 billion in the consolidated balance
sheet as of December 31, 2012 (Note 31).
21. Accounts receivable
Accounts receivable include the following:
As of December 31,
Trade receivables

2013

2012 (restated)

378

204

Banking loans to customers

16

19

Other accounts receivable

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)

Crude oil and associated gas

69

46

Petroleum products and petrochemicals

96

66

Materials and supplies


Total

rosneft

37

22

202

134

Appendix 1: Consolidated financial statements|Annual Report 2013

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:

The cost of inventories recognized as an expense during the period

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,

Value added tax and excise receivable

2013

2012 (restated)

183

90

Prepayments to suppliers

36

24

Prepaid customs duties

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

Corporate and other


unallocated activities

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

As of January 1, 2012 (restated)

(452)

(113)

(32)

(597)

Depreciation and depletion charge (restated)

(164)

(33)

(11)

(208)

Exchange differences
Cost of asset retirement (decommissioning) obligations
As of December 31, 2012 (restated)
Depreciation, depletion and impairment losses

Disposals and other movements


Impairment of assets
Exchange differences
As of December 31, 2012 (restated)

(10)

(10)

(621)

(145)

(42)

(808)

Net book value as of January 1, 2012 (restated)

1 814

448

66

2 328

Net book value as of December 31, 2012 (restated)

1 940

560

70

2 570

Prepayments for property, plant and equipment as of January 1, 2012


(restated)

11

28

43

Prepayments for property, plant and equipment as of December 31, 2012


(restated)

46

59

Total as of January 1, 2012 (restated)

1 825

476

70

2 371

Total as of December 31, 2012 (restated)

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

Cost of asset retirement (decommissioning) obligations

5 122

1 200

132

6 454

(329)

(53)

(10)

(392)

16

23

Impairment of assets

(1)

(1)

Exchange differences

(7)

(1)

(8)

Reclassification to assets held for sale (Note 7)

As of December 31, 2013


Depreciation, depletion and impairment losses
Depreciation and depletion charge
Disposals and other movements

As of December 31, 2013

(941)

(196)

(49)

(1 186)

Net book value as of December 31, 2013

4 181

1 004

83

5 268

Prepayments for property, plant and equipment as of December 31, 2013


Total as of December 31, 2013

168

Annual Report 2013|Appendix 1: Consolidated financial statements

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

Reclassified to development assets

(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

As of January 1, 2012 (restated)


Cost

269

104

373

Accumulated depletion and impairment losses

(45)

(45)

Net book value as of January 1, 2012 (restated)

224

104

328

(15)

(15)

Additions

Impairment of properties

(10)

(10)

Reclassification from unproved properties to proved properties

(2)

Cost

271

108

379

Accumulated depletion and impairment losses

(60)

(10)

(70)

Net book value as of December 31, 2012 (restated)

211

98

309

Depletion charge

(44)

(44)

Acquisition of subsidiaries

975

126

1 101

Reclassification to assets held for sale (Note 7)

(55)

(50)

(105)

10

(10)

Cost

1 201

183

1 384

Accumulated depletion and impairment losses

(104)

(10)

(114)

1 097

173

1 270

Depletion charge

As of December 31, 2012 (restated)

Additions

Reclassification from unproved properties to proved properties


As of December 31, 2013

Net book value as of December 31, 2013

Provision for asset retirement (decommissioning) obligations


The provision for asset retirement (decommissioning) obligations was RUB 64 billion, RUB 38 billion and RUB 36 billion as of December 31, 2013, 2012 and January 1, 2012, respectively, and
included in Property, plant and equipment.
25. Intangible assets and goodwill
Intangible assets and goodwill comprise the following:
Rights for land lease

Other intangible assets

Total intangible assets

Goodwill

Cost
As of January 1, 2012 (restated)

19

28

142

Additions

Disposals

(1)

(2)

(3)

As of December 31, 2012 (restated)

18

27

144

As of January 1, 2012 (restated)

(4)

(2)

(6)

Amortization charge

(1)

(1)

(2)

As of December 31, 2012 (restated)

(5)

(3)

(8)

Net book value as of January 1, 2012 (restated)

15

22

142

Net book value as of December 31, 2012 (restated)

13

19

144

Amortization

Cost
Additions

Disposals

(6)

(4)

(10)

Acquisition of subsidiaries (Note 7)

10

16

26

20

As of December 31, 2013

23

24

47

164

rosneft

Appendix 1: Consolidated financial statements|Annual Report 2013

169

Rights for land lease

Other intangible assets

Total intangible assets

Goodwill

Amortization
Amortization charge

(2)

(2)

(4)

Disposal of amortization

As of December 31, 2013

(5)

(5)

(10)

Net book value as of December 31, 2013

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

Refining and distribution

Exploration and production

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

Shares of OJSC INTER RAO UES

Shares of OJSC Russian Grids

Shares of AS Latvijas Gaze, ASE esti GAAS

Financial assets available for sale

Long-term loans issued to associates

20

11

Long-term borrowings

Loans to employees

Derivative financial instruments

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

Annual Report 2013|Appendix 1: Consolidated financial statements

rosneft

Name of an investee

Country

The Companys share


as of December 31, 2013, %

As of December 31,
2013

2012 (restated)

Joint ventures
Polar Lights Company LLC

Russia

50.00

Rosneft Shell Caspian Vent.

Russia

51.00

Taihu Ltd (OJSC Udmurtneft)

Cyprus

51.00

20

13

OJSC Verkhnechonskneftegaz

Russia

Note 7

30

Lanard Holdings Ltd

Cyprus

50.00

18

17

NGK ITERA LLC

Russia

Note 7

95

CJSC Arktikshelfneftegaz

Russia

50.00

National Oil Consortium LLC

Russia

60.00

12

Saras S.p.A.

Italy

20.99

13

Russia

49.94

166

Venezuela

various

17

Cyprus

25.00

OJSC NGK Slavneft


Boqueron, Petroperija, PetroMonagas S.A.
NVGRES Holdings Limited (NVGRES LLC)
CJSC Messoyakhaneftegaz

Russia

50.00

CJSC STS

Russia

50.00

Associates
CJSC Purgaz

Russia

49.00

57

Taas-Yuryakh Neftegazodobycha LLC

Russia

Note 7

13

Other associates

various

Total joint ventures and associates

10

327

186

CJSC Purgaz

Financial information on significant joint ventures and associates as of December 31, 2013 is presented below:
Taihu Ltd

OJSC NGK Slavneft

Lanard Holdings Ltd

Current assets

The Companys share in net 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)

Total Companys share in net assets

20

80

Taihu Ltd

OJSC NGK Slavneft

Lanard Holdings Ltd

CJSC Purgaz

56

97

(42)

(39)

(2)

(3)

The Companys share in net profit


Sales revenue
Cost of sales
Gross profit

14

58

Other expenses

(2)

(48)

Profit before tax

12

10

Income tax

(3)

(2)

Total Companys share in net profit

Financial information on significant joint ventures and associates as of December 31, 2012 is presented below:
The Companys share in net assets

Taihu Ltd

Lanard Holdings Ltd

Current assets

10

Non-current assets

46

Total assets

56

Current liabilities

(6)

Non-current liabilities

(37)

Total liabilities

(43)

13

Taihu Ltd

Lanard Holdings Ltd

Total Companys share in net assets


The Companys share in net profit
Sales revenue

55

Cost of sales

(41)

(2)

Gross profit

14

Other expenses

(3)

Profit before tax


Income tax
Total Companys share in net profit

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:

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Appendix 1: Consolidated financial statements|Annual Report 2013

171

The Companys share as of


December 31, 2013, %




Share in income/(loss) of equity investees


2013

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

Long-term advances issued

Prepaid insurance

Other

12

Total other non-current non-financial assets


29. Accounts payable and accrued liabilities
Accounts payable and accrued liabilities comprise the following:

As of December 31,
2013

2012 (restated)

Accounts payable to suppliers and contractors

187

117

Voluntary offer to acquire OJSC RN Holding securities (Note 37)

153

45

22
41

Financial liabilities

Salary and other benefits payable


Banking customer accounts

36

Other accounts payable

22

13

Total financial liabilities

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

Annual Report 2013|Appendix 1: Consolidated financial statements

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

Less: Current portion of long-term loans and borrowings

(545)

(35)

Long-term loans and borrowings

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

Borrowings Yukos related

RUB

11

11
52

Promissory notes payable Yukos related

RUB

20

Promissory notes payable

RUB

Obligations under a repurchase agreement

RUB

Current portion of long-term loans and borrowings

545

35

Short-term loans and borrowings and current portion of long-term loans and borrowings

684

143

2 360

980

Total loans and borrowings


Long-term loans and borrowings
Long-term bank loans comprise the following:
Purpose of the loan

Currency

Interest rate p.a.

Maturity date

As of December 31,
2013

2012

Loans raised for replenishment of working capital

US$/Euro

LIBOR+1.3% LIBOR+2.70%;/
EURIBOR+2.40%

Loans raised to finance special-purpose business


activities

US$

LIBOR+0.60% LIBOR+3.25%

2029

557

456

Loans raised to finance special-purpose business


activities

RUB

7.20%9.50%

20152017

115

101

US$/Euro

LIBOR+1.00% LIBOR+1.35%; 3.23%;/


EURIBOR+0.35%

20142021

Loans raised for property, plant and equipment


construction/purchase
Total
Debt issue costs
Total long-term bank loans

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

Appendix 1: Consolidated financial statements|Annual Report 2013

173

Currency

Maturity

As of December 31,
2013

2012

Eurobonds - (coupon interest rate -3.149%)

US$

2017

33

30

Eurobonds - (coupon interest rate -4.199%)

US$

2022

66

61

Eurobonds (Series 7) - (coupon interest rate -6.25%)

US$

2015

17

Eurobonds (Series 2) - (coupon interest rate -7.50%)

US$

2016

38

Eurobonds (Series 4) - (coupon interest rate -6.625%)

US$

2017

30

Eurobonds (Series 6) - (coupon interest rate -7.875%)

US$

2018

43

Eurobonds (Series 8) - (coupon interest rate -7.25%)

US$

2020

Total long-term Eurobonds

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

Present value of minimum lease


payments

Repayments of finance lease obligations comprise the following:


As of December 31, 2013
Minimum lease
payments
Less than 1 year

(1)

From 1 to 5 years

(1)

Over 5 years
Total

14

(2)

12

Minimum lease
payments

Finance expense

Present value of minimum lease


payments

As of December 31, 2013

Less than 1 year

(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

Less: accumulated depreciation

(9)

(3)

11

Total net book value of leased property

174

Annual Report 2013|Appendix 1: Consolidated financial statements

rosneft

31. Current liabilities related to derivative instruments


Current liabilities related to derivative instruments comprise:
As of December 31,
2013

2012

Cross-currency rate swaps

Total current liabilities related to derivative financial instruments

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)

Mineral extraction tax

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

Legal, tax and other


claims

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)

Change in the discount rate

(3)

(3)

Utilised

(2)

(5)

(1)

(8)

Acquisition of TNK-BP (Note 7)

25

17

46

As of December 31, 2013, including

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

Appendix 1: Consolidated financial statements|Annual Report 2013

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

Less current portion

Reimbursed

470

As of December 31

35. Other non-current liabilities


Other non-current liabilities comprise the following:
As of December 31,
2013

2012 (restated)

Ruhr Oel GmbH liabilities due BP

16

13

Shelf projects liabilities

10

Liabilities for investing activities

Other

28

16

Total other non-current liabilities

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

Defined contribution plans


The Company makes payments to the State Pension Fund of the Russian Federation. These payments are calculated by the employer as percentage from the salary expense and are expensed
as accrued.
The Company also maintains a defined contribution corporate pension plan to finance non-state pensions of its employees.
Pension contributions recognized in the consolidated statement of comprehensive income was as follows:

State Pension Fund


NPF Neftegarant
Total pension contributions

2013

2012

2011

23

16

14

27

19

17

37. Shareholders equity


Common shares
As of December 31, 2013 and 2012:
Authorized common shares:
quantity, millions

10598

amount, billions of RUB

0,6

Issued and fully paid shares:


quantity, millions

10598

amount, billions of RUB

0,6

Nominal value of 1 common share, RUB:

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

amount, billions of RUB

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

Additional paid-in capital as of January 1


Sale of treasury shares (Note 7)

176

Annual Report 2013|Appendix 1: Consolidated financial statements

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

Derivative financial instruments

14

49

63

Level 1

Level 2

Non-current assets

Total assets measured at fair value

Fair value measurement as of December 31, 2012


Level 3

Total

Assets:
Current assets
13

21

Available-for-sale

Held-for-trading

15

20

Derivative financial instruments

Available-for-sale

Derivative financial instruments

24

28

52

Non-current assets

Total assets measured at fair value

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

Fair value (Level 2)

As of December 31, 2013

As of December 31, 2012.

As of December 31, 2013

As of December 31, 2012.

Loans and borrowings with variable interest rate

(1 717)

(632)

(1 722)

(605)

Loans and borrowings with fixed interest rate

(643)

(348)

(639)

(338)

(restated)

(restated)

Financial liabilities
Financial liabilities at amortized cost:

Financial liabilities at fair value, through profit or loss:


Derivative financial instruments
Financial lease liabilities

(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

Appendix 1: Consolidated financial statements|Annual Report 2013

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

Oil and gas sales


Petroleum products and petrochemicals sales

2013

2012

102

94

2011
28

58

30

25
2

Support services and other revenues

Finance income

18

164

144

62

2013

2012

2011

13

10

318

187

181

Other expenses

17

Financial expenses

343

216

198

Costs and expenses

Production and operating expenses


Cost of purchased oil, gas and petroleum products and refining costs
Pipeline tariffs and transportation costs

Other operations
2013

2012

2011

Purchase of financial assets and investments in associates

(8)

(6)

(9)

Sale of financial assets and investments in associates

15

Loans received

22

100

Loans repaid

(2)

(3)

Loans and borrowings issued

(1)

Repayment of loans and borrowings issued

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

Prepayments and other current assets

25

15

Other financial assets

66

241

223

Liabilities
Accounts payable and accrued liabilities
Loans and borrowings

15

125

100

134

115

2011

Transactions with joint ventures


Crude oil is purchased from joint ventures at Russian domestic market prices.
Revenues and income
2013

2012 (restated)

Oil and gas sales

Petroleum products and petrochemicals sales

Support services and other revenues

Finance income

15

2013

2012 (restated)

2011 (restated)

108

18

23

Costs and expenses

Production and operating expenses


Cost of purchased oil, gas and petroleum products and refining costs

178

Annual Report 2013|Appendix 1: Consolidated financial statements

rosneft

2013

2012 (restated)

Pipeline tariffs and transportation costs

2011 (restated)
2

Other expenses

122

20

27

2013

2012 (restated)

2011

(4)

(2)

(4)

Other operations

Purchase of financial assets and investments in associates


Loans repaid
Loans and borrowings issued
Repayment of loans and borrowings issued
Settlement balances

As of December 31,
2013

2012 (restated)

Assets
Accounts receivable

Prepayments and other current assets

Other financial assets

10

17

12

Liabilities
Accounts payable and accrued liabilities
Loans and borrowings

18

12

2011 (restated)

Transactions with associates


Revenues and income
2013

2012 (restated)

Oil and gas sales

Petroleum products and petrochemicals sales

5
2

Support services and other revenues

Finance income

10

Costs and expenses


2013

2012 (restated)

2011 (restated)

Production and operating expenses

Other expenses

Other operations
2013

2012

2011

Purchase of financial assets

(5)

Loans and borrowings issued

(1)

(1)

Repayment of loans and borrowings issued

Settlement balances
As of December 31,
2013

2012 (restated)

Assets
Accounts receivable

Other financial assets

13

12

14

14

Liabilities
Accounts payable and accrued liabilities

2013

2012

2011

Transactions with non-state pension funds


Costs and expenses

Other expenses

rosneft

Appendix 1: Consolidated financial statements|Annual Report 2013

179

Other operations

Loans repaid

2013

2012

2011

(1)

Compensation to key management personnel


For the purpose of these consolidated financial statements key management personnel includes: President of Rosneft, Vice-Presidents, members of the Board of Directors, members of the Management Board, members of the Audit Committee, directors of departments and heads of independent units, as well as others charged with governance.
Short-term benefits of the key management personnel, including payroll, bonuses, personal income tax and social taxes, severance payments and contributions to insurance programs of the key
management personnel amounted to RUB 8 billion, RUB 9 billion and RUB 4 billion in 2013, 2012 and 2011, respectively.
On June 10, 2011, annual General Meeting of Shareholders decided to transfer to each of the following independent members of the Board of Directors of Rosneft Mr. Andrey L. Kostin, Mr. Alexander
D. Nekipelov and Mr. Hans-Joerg Rudloff 25,238 shares of Rosneft, 20,821 shares of Rosneft to Mr. Andrey G. Reus and Mr. Nikolay P. Tokarev, each, 18,928 shares of Rosneft to Mr. Vladimir L. Bogdanov,
and 14,021 shares of Rosneft to Sergey M. Bogdanchikov as a compensation for their services in the capacity of the Companys directors.
On June 20, 2012, annual General Meeting of Shareholders decided to transfer to each of the following independent members of the Board of Directors of Rosneft as a compensation for their
services in the capacity of the Companys directors for the periods June 10, 2011 September 13, 2011 and September 13, 2011 June 20, 2012: 28,944 shares of Rosneft to Mr. Alexander D. Nekipelov,
26,925 shares of Rosneft to Mr. Andrey L. Kostin and Mr. Hans-Joerg Rudloff, each, 24,906 shares of Rosneft to Mr. Sergey V. Shishin, 22,213 shares of Rosneft to Mr. Nikolay P. Tokarev and Mr. Dmitry
E. Shugaev, each, 17,408 shares of Rosneft to Mr. Vladimir L. Bogdanov and 16,260 shares of Rosneft to Mr. Matthias Warnig as a compensation for his services in the capacity of the Companys director
for the period September 13, 2011 June 20, 2012.
On June 20, 2013, annual General Meeting of Shareholders decided to transfer to each of the following independent members of the Board of Directors of Rosneft as a compensation for their
services in the capacity of the Companys directors for the periods June 20, 2012 November 30, 2012 and November 30, 2012 June 20, 2013: 76,373 shares of Rosneft to Mr. Mattias Varnig and Mr.
Michail V. Kuzovlev, each, 75,009 shares of Rosneft to Mr. Nikolay P. Laverov, 85,920 shares of Rosneft to Mr. Alexander D. Nekipelov, 79,101 shares of Rosneft to Mr. Hans-Joerg Rudloff and Mr. Sergey
V. Shishin, each, 72,282 shares of Rosneft to Mr. Dmitry E. Shugaev and Mr. Ilia V. Scherbovich, each.
40. Key subsidiaries

Name

Country of
incorporation

Core activity

2013

2012

Preferred
and common
shares, %

Voting
shares, %

Preferred
and common
shares, %

Voting
shares, %

Exploration and production


OJSC Orenburgneft

Russia

Oil and gas development and production

100,00

100,00

OJSC Samotlorneftegaz

Russia

Oil and gas development and production

100,00

100,00

OJSC Tumenneftegaz

Russia

Oil and gas development and production

100,00

100,00

OJSC Verkhnechonskneftegaz

Russia

Oil and gas development and production

100,00

100,00

CJSC Vankorneft

Russia

Oil and gas development and production

93,96

93,96

93,96

93,96

RN-Yuganskneftegaz LLC

Russia

Oil and gas production operator services

100,00

100,00

100,00

100,00

CJSC RORC

Russia

Petroleum refining

100,00

100,00

OJSC Angarsk Petrochemical Company

Russia

Petroleum refining

100,00

100,00

100,00

100,00

OJSC Novokuybyshev Refinery

Russia

Petroleum refining

100,00

100,00

100,00

100,00

RN-Komsomolsky Refinery LLC

Russia

Petroleum refining

100,00

100,00

100,00

100,00

OJSC Syzran Refinery

Russia

Petroleum refining

100,00

100,00

100,00

100,00

OJSC Achinsk Refinery

Russia

Petroleum refining

100,00

100,00

100,00

100,00

OJSC Kuybyshev Refinery

Russia

Petroleum refining

100,00

100,00

100,00

100,00

OJSC Saratov Oil Refinery

Russia

Petroleum refining

85,48

91,13

CJSC PCEC

Russia

Marketing and distribution

100,00

100,00

OJSC TNK-Stolitsa

Russia

Marketing and distribution

100,00

100,00

Rosneft Trading S.A.

Switzerland

Marketing and distribution

100,00

100,00

100,00

100,00

Rosneft Trade Limited

Cyprus Republic

Marketing and distribution

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

Rosneft Finance S.A.

Luxemburg

Financ services

100,00

100,00

OJSC Russian Regional Development Bank


(VBRR)

Russia

Banking

84,67

84,67

84,67

84,67

Refining, marketing and distribution

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

Annual Report 2013|Appendix 1: Consolidated financial statements

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

Appendix 1: Consolidated financial statements|Annual Report 2013

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

Oil and gas properties related to proved reserves for resale

94

Oil and gas properties related to unproved reserves for resale

50

196

119

115

5 266

2 561

2 266

(941)

(621)

(452)

4 325

1 940

1 814

Oil and gas properties related to proved reserves

Oil and gas properties related to unproved reserves


Total capitalized costs
Accumulated depreciation and depletion
Net capitalized costs
Presented below are costs incurred in the acquisition, exploration and development of oil and gas reserves
Consolidated subsidiaries and joint operations
For the years ended December 31:

Acquisition of properties - proved oil and gas reserves


Acquisition of properties - unproved oil and gas reserves

182

Annual Report 2013|Appendix 1: Consolidated financial statements

2013

2012 (restated)

2011 (restated)

2 243

128

rosneft

2013

2012 (restated)

24

27

13

Development costs

345

301

260

Total costs incurred

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

Production costs (excluding production taxes)

204

84

70

Selling, general and administrative expenses

20

16

27

Exploration expense

17

23

13

329

167

164

Revenue

Depreciation, depletion and amortization


Unwinding of discount
Taxes other than income tax
Income tax
Results of operations relating to oil and gas production

857

577

430

62

77

65

413

317

375

Reserve quantity information


For the purposes of evaluation of reserves as of December 31, 2013, 2012 and 2011 the Company used the oil and gas reserve information prepared by DeGolyer and MacNaughton, independent
reservoir engineers, prepared in accordance with United States Securities and Exchange Commission (SEC) definitions. Proved reserves are those estimated quantities of crude oil and gas which,
by analysis of geological and engineering data, demonstrate with reasonable certainty to be recoverable in the future from existing reservoirs under the existing economic and operating conditions.
In certain cases, recovery of such reserves may require considerable investments in wells and related equipment. Proved reserves also include additional oil and gas reserves that will be extracted
after the expiry date of license agreements or may be discovered as a result of secondary and tertiary extraction which have been successfully tested and checked for commercial benefit. Proved
developed reserves are the quantities of crude oil and gas expected to be recovered from existing wells using existing equipment and operating methods.
Proved undeveloped oil and gas reserves are reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is
required for recompletion. Reserves on undrilled acreage are limited to those drilling units offsetting productive units that are reasonably certain of production when drilled. Proved reserves for other
undrilled units can be claimed only where it can be demonstrated with certainty that there is continuity of production from the existing productive formation. Under no circumstances are estimates
of proved undeveloped reserves attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless those techniques have been
proved effective by actual tests in the area and in the same reservoir. Due to inherent industry uncertainties and the limited nature of deposit data, estimates of reserves are subject to change as
additional information becomes available.
The Company management included in proved reserves those reserves which the Company intends to extract after the expiry of the current licenses. The licenses for the development and
production of hydrocarbons currently held by the Company generally expire between 2014 and 2053, and the licenses for the most important deposits expire between 2014 and 2053. In accordance
with the effective version of the law of the Russian Federation, On Subsurface Resources (the Law), licenses are currently granted for a production period determined on the basis of technological
and economic criteria applied to the development of a mineral deposit which guarantee rational use of subsurface resources and necessary environmental protection.
In accordance with the Law and upon gradual expiration of old licenses issued under the previous version of the Law, the Company extends its hydrocarbon production licenses for the whole
productive life of the fields. Extension of the licenses depends on compliance with the terms set forth in existing license agreements. As of the date of these consolidated financial statements, the
Company is generally in compliance with all the terms of the license agreements and intends to continue complying with such terms in the future.
The Companys estimates of net proved oil and gas reserves and changes thereto for the years ended December 31, 2013, 2012 and 2011 are shown in the table below and expressed in million
barrels of oil equivalent (oil production data was recalculated from tons to barrels using a field specific in the range from 6.71 to 8.87 barrels per ton, gas production data was recalculated from cubic
meters to barrels of oil equivalent (boe) using a ratio of 35.3/6 cubic meters per barrel).
Consolidated subsidiaries and joint operations
As of years ended December 31:
2013

2012 (restated)

2011 (restated)

mln boe

mln boe

mln boe

17 392

16 995

14 613

970

Revisions of previous estimates

(437)

1 355

2 196

Extensions and discoveries

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

Proved reserves of assets in Canada

Proved reserves of assets in Vietnam

27

17 570

11 267

10 892

Minority interest in total proved reserves

161

118

109

Minority interest in proved developed reserves

123

86

71

Proved reserves of Tomskneft

Proved developed reserves

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

Appendix 1: Consolidated financial statements|Annual Report 2013

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

Future cash inflows

38 531

21 970

Future development costs

(2 995)

(1 169)

(1 018)

(20 796)

(11 314)

(10 255)

Future income tax expenses

(2 250)

(1 553)

(1332)

Future net cash flows

12 490

7 934

6 839

Discount for estimated timing of cash flows

(7 461)

(4 730)

(4018)

Discounted value of future cash flows as of the end of year

5 029

3 204

2 821

UOM

2013

2012 (restated)

2011 (restated)

RUB bln

25

29

32

Future production costs

Share of other (minority) shareholders in discounted value of future cash flows

Share of other (minority) shareholders in discounted value of future cash flows

Changes therein relating to proved oil and gas reserves


Consolidated subsidiaries and joint operations
2013

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

Discounted value of future cash flows as of the beginning of year


Discounted value of future cash flows as of the beginning of year ( associated companies)

Changes in price estimates, net

(278)

260

Changes in future development costs

(177)

(118)

73

Development costs incurred during the period

345

301

260
223

Revisions of previous reserves estimates

(71)

151

Increase in reserves due to discoveries, less respective expenses

217

144

221

83

30

(142)
228

Net change in income taxes


Accretion of discount
Net changes due to purchases (sales) oil and gas fields
Effect of proportionate consolidation of OAO Tomskneft
Other
Discounted value of future cash flows as of the end of year

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

Share in estimated proved oil and gas reserves

mln boe

1 920

1 634

622

Share in estimated proved developed oil and gas reserves

mln boe

1 305

909

399

Share in discounted value of future cash flows

RUB bln

286

214

166

184

Annual Report 2013|Appendix 1: Consolidated financial statements

rosneft

Appendix #2

Main Factors
of Risk

Rosneft

Annual Report 2013

185

Type of risk

Description and ways of minimizing the 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.

Sale of gas output

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;

Annual Report 2013|Appendix 2. Main Factors of Risk

ROSneft

Type of risk

Description and ways of minimizing the risk





obtaining equipment for capital projects, which may be in short supply;


employment of highly skilled and experienced staff;
acquisition of existing retail enterprises and of land plots to develop new retail enterprises;
acquisition of, or gaining access to, oil refining facilities.

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.;

Appendix 2. Main Factors of Risk|Annual Report 2013

187

Type of risk

Description and ways of minimizing the risk


inclusion of provisions differentiating MET tax rate depending on reservoir permeability coefficient, field depletion degree and the size of oil reservoir. In
particular, decreasing coefficients of the MET rate for oil production at subsoil areas containing hard-to-recover oil reserves are determined;
establishing a new procedure for calculation of property tax with regard to business centers, shopping centers, office buildings, consumer services facilities,
as well as property facilities of foreign organizations, which do not work in Russia through permanent representative offices. For such property items the tax
base is determined as cadastral value of property units;
extension for 2014 of validity of para. 3 p. 1.1 Art. 269 of the Tax Code of the RF, providing for a possibility to incorporate the interest amount on debts, which
is equal to the interest rate established by agreement of the parties, but not exceeding the refinancing rate of the Bank of Russia multiplied by 1.8, while
executing a debt instrument in rubles, and equal to product of the refinancing rate of the Bank of Russia and coefficient 0.8, while executing a debt instrument
in foreign currency;
indexation of excise rates for automotive gasoline, diesel fuel, straight-run gasoline and engine oils for gasoline and (or) carburettor (injection) engines for
the period 2013-2014, setting of new excise rates for 2015, and additions to the list of goods that are subject to excises;
indexation of rates of mineral extraction tax for natural gas and gas condensate in 2013-2015;
exemption from property tax for movable property of organizations, which was recorded in accounts from 01.01.2013;
cancellation of preferences in taxation of the property of organizations and setting of maximum tax rates with respect to railways in public use, trunk pipelines,
electricity transmission cables, and structures, which are an integral functioning part of these facilities.
Tax legislation is a particularly changeable branch of law, where legal statutes are subject to frequent amendments, additions and clarifications. In order to
reduce risks associated with changes in tax law the Company carries out careful analysis of law drafts and newly passed legal acts in the field of taxation. Rosneft
constantly monitors changes to tax legislation and assesses and forecasts the impact of such changes on its business, so that likelihood of risks arising in connection
with amendments to legislation on tax and duties that have come into force is not high.

Changes to rules for


customs control and
duties

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.

Changes to antimonopoly legislation

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.

Annual Report 2013|Appendix 2. Main Factors of Risk

ROSneft

Type of risk

Description and ways of minimizing the risk


In particular, starting from October 1, 2013 a procedure for State registration of agreements and other deals in electronic form was introduced, as well as a
possibility for forwarding various notifications in electronic form. The State registration of accrual and transfer of property rights is certified, at right holders option,
either by the State Registration Certificate or by an excerpt from the Single State Register of Property Rights and Transactions Therewith. A paper form is required
by law for the Certificate only.

Health, safety and


environment

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.

Current court cases in


which the Company is
involved

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

Appendix 2. Main Factors of Risk|Annual Report 2013

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

Annual Report 2013

ROSNEFT

No. Code of Corporate


Conduct Clause

Observed
or not observed

Notes

General Meeting of Shareholders


1.

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

sub-clause 9.4.1 of clause 9.4 Notification of a General Meeting of Shareholders of Article 9


of Rosnefts Charter General Meeting of Shareholders;
clause 1 of Article 13 Convocation of and Preparation for a General Meeting of Shareholders
of Chapter 3 The General Meeting of Shareholders of Rosnefts Code of Corporate Conduct.

2.

Shareholders may familiarize themselves with the list of persons


entitled to participate in a general meeting of shareholders from
the announcement date of a general meeting of shareholders
through the closing date of a general meeting of shareholders that
is held in presentio or through the ballot acceptance deadline if
a general meeting of shareholders is held in absentia.

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.

Shareholders may familiarize themselves with pre-read information


(materials) to be provided when preparing for a general meeting of
shareholders, by electronic communications, including the Internet.

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.

A shareholder may put an item on the agenda of a general


meeting of shareholders or request the convocation of a general
meeting of shareholders without providing a written statement
from the shareholders register if the shareholders rights to
shares are managed within the shareholders register system
and if the rights to shares are accounted for in the depositary
account, - sufficiency of a written statement from the depositary
account for the said rights to be exercised.

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.

The charter or internal documents of the joint-stock company


shall require the general director, members of the management
board, members of the board of directors, members of the audit
commission and the companys external auditor to attend a
general meeting of shareholders.

Observed

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;
sub-clause 3.2.18. of clause 3.2. Duties of a Management Board Member of Article 3 Rights,
Duties and Responsibility of Management Board Members of Rosnefts Regulation on the
Companys Collegial Executive Body (Management Board);
sub-clause 4.3.15. of clause 4.3. Duties of the President of Article 4 Powers and Responsibility
of the President of Rosnefts Regulation on the Sole Executive Body (President);
sub-clause 3.1.2. of clause 3.1. Rights and Duties of the Audit Commission of Article 3. Rights
and Duties of the Audit Commission. Responsibility of Audit Commission Members of Rosnefts
Regulation on the Audit Commission;
clause 2 of Article 14 5 Holding a General Meeting of Shareholders of Chapter 3 General Meeting of Shareholders; clause 1 of Article 19 Duties of Executive Bodies of Chapter 4 Executive
Bodies of the Company; clause 3 of Article 27 Auditor of the Company. Audit of Chapter 5
Control of Company Finances and Business Operations of Rosnefts Code of Corporate Conduct.

6.

Candidates for election to the board of directors, the management


board and the audit commission as well as candidates for general
director shall attend the general meeting of shareholders when
it considers the election of said candidates and the approval of
the joint-stock companys external auditor.

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.

The internal documents of the joint-stock company shall contain


a procedure for registering participants in the general meeting
of shareholders.

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.

The charter of the joint-stock company shall stipulate the board


of directors powers to annually approve the joint-stock companys business plan.

Observed

Clause 10.1.2 (3) Board of Directors Terms of Reference of Article 10 The Board of Directors of
Rosnefts Charter.

9.

The joint-stock company shall have a risk management procedure


approved by the board of directors.

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.

The charter of the joint-stock company shall entitle the board of


directors to take a decision suspending the powers of the general
director appointed by the general meeting of shareholders.

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

No. Code of Corporate


Conduct Clause

Observed
or not observed

Notes

11.

The charter of the joint-stock company shall entitle the board of


directors to set requirements with respect to the qualification and
the amount of remuneration of the general director, members
of the management board and heads of the main structural
subdivisions of the joint-stock company.

Observed

The Board of Directors, pursuant to:


sub-clause 10.1.2. (19) of clause 10.1. Board of Directors Terms of Reference of Article 10 The
Board of Directors of Rosnefts Charter, determines performance indicators and approves the
amount of annual bonuses for Company executives (senior managers);
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 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.
Pursuant to clause 5 of Article 3 of the Regulation on the Rosneft Board of Directors HR and Remuneration Committee, the Board of Directors HR and Remuneration Committee develops principles
and criteria for determining the amount of remuneration of said persons.
Pursuant to clause 2 of Article 16 of Rosnefts Code of Corporate Conduct, specific requirements
with respect to the professional qualification of executive bodies are set by the Companys internal
documents.
Additional criteria for the recruitment of said persons are set by the Company Board of Directors
HR and Remuneration Committee in accordance with clause 3 of Article 3 of the Regulation on the
Rosneft Board of Directors HR and Remuneration Committee.

12.

The charter of the joint-stock company shall entitle the board of


directors to approve the terms and conditions of contracts with
the general director and members of the management board.

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.

The charter or internal documents of the joint-stock company


shall stipulate that a member of the board of directors who is
the general director or a member of the management board
shall not have a vote in approving the terms and conditions of
contracts with the general director (management organization,
managing director) and members of the management board.

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.

The board of directors of the joint-stock company shall have at


least 3 independent directors who meet the requirements of the
Code of Corporate Conduct.

Observed

clause 1 of Article 7 Independent Directors of Chapter 2 The Board of Directors of Rosnefts


Code of Corporate Conduct;
sub-clause 2.1.2 of clause 2.1 Procedure of Formation and Membership of the Board of Directors
of Article 2 Structure of the Board of Directors of the Regulation on Rosnefts Board of Directors.

15.

The members of the joint-stock companys board of directors


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.

16.

The members of the joint-stock companys board of directors


shall not include any person 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

17.

The charter of the joint-stock company shall contain a requirement


that the board of directors be elected by a cumulative vote.

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.

The internal documents of the joint-stock company shall require


that the board directors refrain from actions which lead or could
potentially lead to a conflict of interest between them and the
joint-stock company and, should there be such a conflict, that information about the conflict be disclosed to the board of directors.

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.

The internal documents of the joint-stock company shall require


board directors to notify the board of directors in writing of their
intention to execute transactions with a companys securities if
they are members of the board of directors of that company or the
boards of directors of entities affiliated with it and also that they
disclose information about their transactions with such securities.

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.

20. The internal documents of the joint-stock company shall contain


a requirement that the board of directors meet at least every
six weeks.

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.

The board of directors of the joint-stock company met at least


once every six weeks during the reporting year.

Observed

In 201, meetings of Rosnefts Board of Directors were held at least every six weeks (the total of
35 meetings were held).

22. The internal documents of the joint-stock company shall contain


a procedure for holding meetings of the board of directors.

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.

23. The internal documents of the joint-stock company shall contain


a clause requiring that the board of directors review and endorse
transactions of the joint-stock company worth 10 or more per cent
of the total value of the companys assets, except for transactions
executed in the ordinary course of business.

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).

24. The internal documents of the joint-stock company shall entitle


members of the board of directors to receive the information they
require to perform their functions from the joint-stock companys
executive bodies and heads of its main structural subdivisions and
shall stipulate responsibility for failure to provide such information.

Observed

Article 7 Provision of Information to Members of the Board of Directors of the Regulation on


Rosnefts Board of Directors.

192

Annual Report 2013|Appendix 3: Information on the Observance of the Code of Corporate Conduct

ROSNEFT

No. Code of Corporate


Conduct Clause

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.

Members of the audit committee shall include only independent


and non-executive directors.

Observed

Members of the Rosneft Board of Directors Audit Committee:


John Mack Chairman of the Committee (independent director)
Matthias Warnig (independent director)
Donald Humphreys (independent director)
The Companys internal documents stipulate that the Audit Committee shall consist only of members
of the Board of Directors who are not executive directors of the Company and shall be chaired by
an independent director, notably:
clause 4 of Article 9 Board of Directors Audit Committee of Chapter 2 The Board of Directors
of Rosnefts Code of Corporate Conduct;
sub-clauses 2.7.4., 2.7.6. of clause 2.7. Formation of Board of Directors Committees 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;
clause 2 of Article 2 General Provisions of the Regulation on the Rosneft Board of Directors
Audit Committee.

28. The Audit Committee shall be chaired by an independent director.

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.

29. The internal documents of the joint-stock company shall entitle


all members of the audit committee to have access to any documents and information of the joint-stock company, on condition
that they not disclose any confidential information.

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.

30. The joint-stock company shall have a board of directors committee


on HR and remuneration whose functions will be to set criteria for
recruiting candidates for the board of directors and to develop
the joint-stock companys remuneration policy.

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.

The HR and Remuneration Committee shall be chaired by an


independent director.

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.

32. The HR and Remuneration committee shall have no executive


officers of the joint-stock company among its members.

Observed

Members of the Rosneft Board of Directors HR and Remuneration Committee:


1.Matthias Warnig (independent director)
2. Andrey Kostin
3. John Mack, Chairman of the Committee (independent director)
The committee is governed by the following internal documents of the Company:
clause 4 of Article 10 The Board of Directors HR and Remuneration Committee of Chapter 2
The Board of Directors of Rosnefts Code of Corporate Conduct;
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 Rosnefts Board of Directors;
clause 2 of Article 2 General Provisions of the Regulation on the Rosneft Board of Directors
HR and Remuneration Committee.

33.

The joint-stock company shall have a board of directors committee


on risks or shall vest another committee with the functions of
said committee (other than the audit committee and the HR and
remuneration committee).

Not observed

This function is vested in the Rosneft Board of Directors Audit Committee:


clause 1 of Article 2 General Provisions, clause 1 of Article 3 Committee Functions and clause
2 of Article 7 Committee Interaction with the Structural Sub-Divisions of the Company with
the Functions of Internal Control and Internal Audit of the Regulation on the Rosneft Board of
Directors Audit Committee.

34.

The joint-stock company shall have a board of directors committee


on the settlement of corporate conflicts or shall vest another
committee with the functions of said committee (other than
the audit committee and the HR and remuneration committee).

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

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193

No. Code of Corporate


Conduct Clause

Observed
or not observed

Notes

35. The Committee on Corporate Conflict Settlement shall have no


executive officers of the joint-stock company among its members.

Not observed

Rosneft does not have a Board of Directors Committee on Corporate Conflicts. The question is
now being looked into.

36. The Committee on Corporate Conflict Settlement shall be chaired


by an independent director

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.

The joint-stock company shall have a collegial executive body


(management board).

Observed

Clause 8.1. of Article 8 Governance Bodies and Article 12 The Management Board of Rosnefts
Charter.

40. The charter and internal documents of the joint-stock company


shall contain a clause requiring that the management board
review and endorse transactions involving real property and
transactions to obtain credits if the said transactions are not
classified as major transactions and are not regarded as executed
in the ordinary course of business.

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.

The internal documents of the joint-stock company shall contain


a process for approving transactions not included in the jointstock companys business plan.

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.

The members of executive bodies of the joint-stock company


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. If the functions of sole executive body are performed by a
management company or managing director, the general director
and members of the management board of such management
company or managing director shall comply with the requirements
for the general director and members of the management board
of the joint-stock company.

Observed

Practised.

44.

The charter or internal documents of the joint-stock company


shall contain a clause forbidding a management company (general manager) to perform similar functions in a competing entity
as well as to have any property relations with the joint-stock
company, apart from providing the services of a management
organization (managing director).

Not applicable to
management of
Rosneft activities

The Company Charter does not envisage a management organization (managing director).

37.

The joint-stock company shall have internal documents approved


by the board of directors which establish the process of formation
and functioning of committees of the board of directors.

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

Observed in relation to the sole executive body (President) of Rosneft.

Annual Report 2013|Appendix 3: Information on the Observance of the Code of Corporate Conduct

ROSNEFT

No. Code of Corporate


Conduct Clause

Observed
or not observed

Notes

45. The internal documents of the joint-stock company shall require


executive bodies to refrain from actions which lead or could
potentially lead to a conflict of interest between them and the
joint-stock company and, should there be such a conflict, to
inform the board of directors about it.

Observed

clause 1 of Article 19 Duties of Executive Bodies of Chapter 4 Executive Bodies of Rosnefts


Code of Corporate Conduct;
sub-clause 3.2.3. clause 3.2. Duties of a Management Board Member of Article 3 Rights,
Duties and Responsibility of Management Board Members of the Regulation on the Companys
Collegial Body (Management Board);
sub-clause 4.3.3. of clause 4.3. Duties of the President of Article 4. Powers and Responsibility
of the President of the Regulation on Rosnefts Sole Executive Body (President).

46. The charter or internal documents of the joint-stock company


shall contain criteria fr selecting a management organization
(managing director).

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).

The joint-stock company shall have a special officer (corporate


secretary) who is charged with assuring that the joint-stock
companys bodies and officers comply with procedural requirements which safeguard company shareholders legitimate rights
and interests.

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.

50. The charter or internal documents of the joint-stock company


shall contain a process for appointing (electing) a corporate
secretary and a description of his/her job duties.

Observed

Article 15 Corporate Secretary of the Company of Rosnefts Charter;


articles 21-23 of Chapter 4 Corporate Secretary of the Code of Corporate Conduct;
articles 3 and 6-11 of the Regulation on Rosnefts Corporate Secretary.

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.

52. The charter or internal documents of the joint-stock company shall


require that a major transaction be approved before execution.

Observed

Practised.

53. The joint-stock company must use an independent valuator to


establish the market value of property which is the subject of
a major transaction.

Observed

Practised.

54. When large blocks of shares of the joint-stock company are


acquired, the charter of the joint-stock company shall forbid
any actions aimed at protecting the interests of the joint-stock
companys executive bodies (members of those bodies) and
members of its board of directors as well as actions worsening
the shareholders situation as compared to their current situation (e.g., a ban on decisions by the board of directors to issue
additional shares or issue securities convertible to shares or
securities granting the right to buy company shares before the
deadline for share acquisition, even if the charter entitles the
board of directors to take such a decision).

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.

55. The charter of the joint-stock company shall require that an


independent valuator be used to establish the market value of
shares and potential changes in their market value as a result
of acquisition.

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.

56. The charter or internal documents of the joint-stock company


shall not relieve the buyer of the duty to propose, in the case of
acquisition, that shareholders sell their ordinary shares (or issued
securities convertible into ordinary shares) of the company.

Observed

57.

Not observed

Reorganization procedures, including conversion occurring as part of reorganization, are addressed


in detail by the Federal Law on Joint-Stock Companies and the Standards for the Issuance of
Securities and Registration of Securities Prospectuses, approved by Order No. 13-55/pz-n of the
Federal Financial Markets Service dated 4 July 2013.

58. The joint-stock company shall have an internal document approved


by the board of directors which sets the joint-stock companys
rules and approaches to information disclosure (Regulations on
Information Policy).

Observed

Rosnefts Regulation on Information Policy (approved by a resolution of Rosnefts Board of Directors


on 17 May 2006; approved on 14 April 2011 as revised).

59. The internal documents of the joint-stock company shall require


the disclosure of information on the purpose of a share offering,
on persons who are going to buy the offered shares, including a
large block of shares, and on whether the joint-stock companys
senior executives are going to acquire the companys shares.

Not observed

Information disclosure is governed by the applicable Russian legislation, including during the process
of issuance, and by Rosnefts Regulation on Information Policy.

The executive bodies of the joint-stock company shall submit


monthly reports on their performance to the board of directors.

48. Contracts between the joint-stock company and the general


director (management organization, managing director) and
between the joint-stock company and members of the Management Board shall contain a clause on responsibility for
non-compliance with confidentiality requirements for confidential
and restricted information.
Corporate Secretary
49.

The charter of the joint-stock company shall contain requirements


to be met by a candidate for the job of corporate secretary.

Material Corporate Actions

The charter or internal documents of the joint-stock company


shall require that an independent valuator be used to define the
share conversion ratio in the case of reorganization.

Information Disclosure

ROSNEFT

Appendix 3: Information on the Observance of the Code of Corporate Conduct|Annual Report 2013

195

No. Code of Corporate


Conduct Clause

Observed
or not observed

Notes

60. The internal documents of the joint-stock company shall contain


a list of information, documents and materials which must be
provided to shareholders with regard to matters submitted to
the general meeting of shareholders.

Observed

Clause 9.5 Information (Materials) for the General Meeting of Shareholders of Article 9 The
General Meeting of Shareholders of Rosnefts Charter.

61.

The joint-stock company shall have an Internet website and use


it to regularly disclose information about the company.

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.

62. The internal documents of the joint-stock company shall require


that information be disclosed on the joint-stock companys transactions with persons who, under the charter, are the companys
senior executive officers and on the joint-stock companys transactions with organizations in which its senior executive officers
directly or indirectly own 20 or more per cent of the charter capital
or which such persons may materially influence in another way.

Observed

Information disclosure is governed by the applicable Russian legislation and Rosnefts Regulation
on Information Policy.

63. The internal documents of the joint-stock company shall require


that information be disclosed on all transactions which may
influence the market value of the joint-stock companys shares.

Observed

Information disclosure is governed by the applicable Russian legislation and Rosnefts Regulation
on Information Policy.

64. The joint-stock company shall have an internal document,


approved by the board of directors, on the use of material
information about the joint-stock companys activities, shares
and other securities and transactions therewith which is not in
the public domain and the disclosure of which may materially
influence the market value of the joint-stock companys shares
and other securities.

Observed

Rosnefts Regulation on Insider Information (approved by a resolution of Rosnefts Board of Directors


on 17 May 2006, approved on 30 December 201 as revised).

65. The joint-stock company shall have procedures, approved by the


board of directors, governing internal control of the joint-stock
companys finances and business operations.

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).

66. The joint-stock company shall have a special subdivision assuring


compliance with internal control procedures (internal audit).

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.

The internal documents of the joint-stock company shall require


the board of directors to determine the organization and composition of the companys audit subdivision.

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.

The internal documents of the joint-stock company shall stipulate


the timing for documents and materials to be provided to the audit
subdivision for evaluation of a particular financial or other type
of business operation as well as stipulating the responsibility of
the joint-stock companys executives and employees for failure
to provide such documents on time.

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.

The internal documents of the joint-stock company shall have a


clause requiring the audit subdivision to report violations to the
audit committee or, if the latter does not exist, to the joint-stock
companys board of directors.

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.

The charter of the joint-stock company shall require that the


audit subdivision make a preliminary assessment of operations
not envisaged by the business plan (non-routine operations) to
determine their appropriateness.

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.

The internal documents of the joint-stock company shall have


a process for agreeing non-routine operations with the board
of directors.

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.

The joint-stock company shall have an internal document,


approved by the board of directors, defining the process by
which the companys audit commission audits its finances and
business operations.

Observed

The Regulation on Rosnefts Audit Commission (approved by Rosnefts General Meeting of Shareholders on 19 June 2009 as revised).

Control of Finances and Business Operations

67.

196

Annual Report 2013|Appendix 3: Information on the Observance of the Code of Corporate Conduct

ROSNEFT

No. Code of Corporate


Conduct Clause
75.

The audit committee shall review the external audit opinion


before it is presented to shareholders at the general meeting
of shareholders.

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

Rosnefts Regulation on Dividend Policy (approved by a resolution of Rosnefts Board of Directors


on 17 May 2006, then approved as amended on 3 March, 2011).

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

clause 2 of Article 4 Principles of the Companys Dividend Policy of Rosnefts Regulation on


the Dividend Policy;
Rosnefts Charter does not envisage placement of preferred shares.

78.

The joint-stock company shall publish information on dividend


policy and amendments thereto in a periodical stipulated by
the joint-stock companys charter for publishing notifications of
general meetings of shareholders as well as make such information available on the joint-stock companys Internet website.

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

List of Major Transactions


andNon-Arms Length
Transactions Made by Rosneft
in 2013
All of the non-arms length transactions of Rosneft in 2013 were made
on the market conditions. Rosneft did not make any major transactions in 2013.

198

Annual Report 2013

ROSNEFT

Non-arms length transactions endorsed


by the Rosneft Board of Directors
#

Transaction subject matter


and substantial terms and conditions

Transaction price,
effected transaction
price

Decision
date

Transactions where CJSC Vankorneft is a party


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

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)

May 31, 2013

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)

May 31, 2013

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

May 31, 2013

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

Transactions where CJSC VNKhK is a party


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

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)

June 19, 2013

Transactions where CJSC Izdatelstvo Neftyanoe Khozyaistvo is a party


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 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

Transactions where CJSC RN-Astra 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); G.G. Gilaev (until February 11, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of CJSC RN-Astra, which is
a party to the transactions; Z. Runje (since June 30, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of CJSC RN-Astra, which is a party to the transactions
1

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 subject matter


and substantial terms and conditions

Transaction price,
effected transaction
price

Decision
date

Transactions where CJSC RN-Mamontovo is a party


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

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)

May 31, 2013

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

Transactions where CJSC RN-Trans is a party


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

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)

May 31, 2013

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)

June 19, 2013

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)

June 19, 2013

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

June 19, 2013

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 subject matter


and substantial terms and conditions

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

Transactions where CJSC RN-Shelf-Dalniy Vostok 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); Z. Runje (since June 30, 2013) Member of the Rosneft Management Board, Chairman of the Supervisory Board of OJSC Rosneft-Sakhalin,
which is a party to the transactions
1

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)

May 31, 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 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

Transactions where CJSC RN-Energoneft is a party


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

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

Transactions where CJSC Rosnefteflot is a party


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

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)

May 31, 2013

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 subject matter


and substantial terms and conditions

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

Transactions where CJSC Sakhalinmorneftegaz-Shelf 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); Z. Runje (since June 30, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of CJSC Sakhalinmorneftegaz-Shelf,
which is a party to the transactions
1

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

Transactions where CJSC YUKOS-M is a party


Person/entity related to the transactions: P.I. Lazarev Member of the Rosneft Management Board, General Director of CJSC YUKOS-M, which is a party to the transactions
1

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

Transactions where LLC Rosneft-Mongolia is a party


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

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

Transactions where NPF NEFTEGARANT is a party


Persons/entities related to the transactions:
P.I. Lazarev Member of the Rosneft Management Board, Chairman of the Fund Board of NPF Neftegarant, which is a party to the transactions
Yu.I. Kalinin (since June 11, 2013) Member of the Rosneft Management Board, Member of the Fund Board of NPF Neftegarant, which is a party to the transactions
1

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)

May 31, 2013

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

Transactions where OJSC Angarskiy Zavod Katalizatorov i Organicheskogo Sinteza is a party


Person/entity related to the transactions:
P.I. Lazarev (since June 27, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC Angarskiy Zavod Katalizatorov i Organicheskogo Sinteza, which is a
party to the transactions
1

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

Transactions where OJSC Angarskneftekhimproekt is a party


Persons/entities related to the transactions:
A.V. Votinov (since June 21, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC Angarskneftekhimproekt, which is a party to the transactions
I.V. Pavlov (since June 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC Angarskneftekhimproekt, 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 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

Transactions where OJSC Achinskiy Neftepererabatyvayuschiy Zavod VNK 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)
I.V. Pavlov Member of the Rosneft Management Board, Member of the Board of Directors of OJSC Achinskiy Neftepererabatyvayuschiy Zavod VNK, which is a party to the transactions
1

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

Transactions where OJSC VBRR 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)
L.V. Kalanda (until January 29, 2013) Member of the Rosneft Management Board, Member of the Supervisory Board of OJSC VBRR, which is a party to the transactions
S.I. Slavinskiy (since July 11, 2013) Member of the Rosneft Management Board, Chairman of the Supervisory Board of OJSC VBRR, which is a party to the transactions
P.I. Lazarev Member of the Rosneft Management Board, Member of the Supervisory Board of OJSC VBRR, which is a party to the transactions
1

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 subject matter


and substantial terms and conditions

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)

May 31, 2013

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

Transactions where OJSC VBRR and CJSC Kaspiy-1 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); L.V. Kalanda (until January 29, 2013) Member of the Rosneft Management Board, Member of the Supervisory Board of OJSC VBRR, which is a party to the transactions; S.I. Slavinskiy
(since July 11, 2013) Member of the Rosneft Management Board, Chairman of the Supervisory Board of OJSC VBRR, which is a party to the transactions; P.I. Lazarev Member of the Rosneft
Management Board, Member of the Supervisory Board of OJSC VBRR, which is a party to the transactions
1

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

June 19, 2013

Transactions where OJSC VCNG 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);
G.G. Gilaev (until January 15, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC VCNG, which is a party to the transactions; Z. Runje (from January 15,
2013 to May 20, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC VCNG, which is a party to the transactions
1

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

June 19, 2013

ROSNEFT

Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013

203

Transaction subject matter


and substantial terms and conditions

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

Transactions where OJSC Vostsibneftegaz 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);
G.G. Gilaev (until February 11, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC Vostsibneftegaz, which is a party to the transactions
1

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

Transactions where OJSC Grozneftegaz 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);
G.G. Gilaev (until February 11, 2013) Member of the Rosneft Management Board, Deputy Chairman of the Board of Directors of OJSC Grozneftegaz, which is a party to the transactions;
E.Yu. Khudainatov (from June 29, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member of the Board of Directors of OJSC Grozneftegaz, which is a party
to the transactions
1

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)

May 31, 2013

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

Transactions where OJSC Dagneftegaz 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);
G.G. Gilaev (until February 11, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC Dagneftegaz, which is a party to the transactions; Z. Runje (since
June 28, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC Dagneftegaz, which is a party to the transactions
1

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 subject matter


and substantial terms and conditions

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

Transactions where OJSC Dalnevostochnyi Bank 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);
P.I. Lazarev (since October 22, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC Dalnevostochnyi Bank, which is a party to the transactions
1

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

Transactions where OJSC Ingushneftegazprom is a party


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

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

Transactions where OJSC NGK Slavneft is a party


Persons/entities related to the transactions:
D. Casimiro (since March 5, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC NGK Slavneft, which is a party to the transactions; Z. Runje (since
March 5, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC NGK Slavneft, which is a party to the transactions
1

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

Transactions where OJSC NK Rosneft-Altainefteprodukt 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);
D. Casimiro (since June 28, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC NK Rosneft-Altainefteprodukt, which is a party to the transactions
1

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)

May 31, 2013

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

May 31, 2013

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)

May 31, 2013

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

June 19, 2013

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

June 19, 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-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 subject matter


and substantial terms and conditions

Transaction price,
effected transaction
price

Decision
date

Transactions where OJSC NK Rosneft-Artag 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);
D. Casimiro (since June 28, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC NK Rosneft-Artag, which is a party to the transactions
1

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)

May 31, 2013

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)

May 31, 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 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

Transactions where OJSC NK Rosneft-Dagneft 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);
G.G. Gilaev (until February 11, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC NK Rosneft-Dagneft, which is a party to the transactions; Z. Runje
(since June 28, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC NK Rosneft-Dagneft, which is a party to the transactions
1

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

Transactions where OJSC NK Rosneft-Kabardino-Balkarskaya Toplivnaya Kompaniya 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);
D. Casimiro (since June 28, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC NK Rosneft-Kabardino-Balkarskaya Toplivnaya Kompaniya, which is
a party to the transactions; I.V. Pavlov (until April 15, 2013 and since June 28, 2013) Member of the Rosneft Management Board, Acting General Director, Member of the Board of Directors of
OJSC NK Rosneft-Kabardino-Balkarskaya Toplivnaya Kompaniya, which is a party to the transactions
1

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)

May 31, 2013

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)

May 31, 2013

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

June 19, 2013

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

June 19, 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 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 subject matter


and substantial terms and conditions

Transaction price,
effected transaction
price

Decision
date

Transactions where OJSC NK Rosneft-Karachaevo-Cherkessknefteprodukt 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);
D. Casimiro (since June 28, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC NK Rosneft-Karachaevo-Cherkessknefteprodukt, which is a party to
the transactions
1

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

June 19, 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 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

Transactions where OJSC NK Rosneft-Kubannefteprodukt 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);
D. Casimiro (since June 26, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC NK Rosneft-Kubannefteprodukt, which is a party to the transactions
1

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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

June 19, 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-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

Transactions where OJSC NK Rosneft-Kurgannefteprodukt 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);
D. Casimiro (since June 28, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC NK Rosneft-Kurgannefteprodukt, which is a party to the transactions
1

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 subject matter


and substantial terms and conditions

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

June 19, 2013

Transactions where OJSC NK Rosneft-MZ Nefteprodukt is a party


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

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

Transactions where OJSC NK Rosneft-Murmansknefteprodukt 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);
D. Casimiro (since June 28, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC NK Rosneft-Murmansknefteprodukt, which is a party to the transactions
1

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)

May 31, 2013

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)

May 31, 2013

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

June 19, 2013

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

Transactions where OJSC NK Rosneft-Smolensknefteprodukt 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);
D. Casimiro (since June 14, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC NK Rosneft-Smolensknefteprodukt, which is a party to the transactions
1

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 subject matter


and substantial terms and conditions

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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

June 19, 2013

Transactions where OJSC NK Rosneft-Stavropolye 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);
D. Casimiro (since June 28, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC NK Rosneft-Stavropolye, which is a party to the transactions
1

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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

June 19, 2013

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

Transactions where OJSC NK Rosneft-Yamalnefteprodukt 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);
D. Casimiro (since June 28, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC NK Rosneft-Yamalnefteprodukt, which is a party to the transactions
1

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)

May 31, 2013

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)

May 31, 2013

ROSNEFT

Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013

209

Transaction subject matter


and substantial terms and conditions

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)

May 31, 2013

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

June 19, 2013

Transactions where OJSC Okhinskaya TETs is a party


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

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

June 19, 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 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

Transactions where OJSC Purnefteotdacha is a party


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

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)

May 31, 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 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

Transactions where OJSC RN Ingushneft 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);
G.G. Gilaev (until February 11, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC RN Ingushneft, which is a party to the transactions; Z. Runje (since
June 28, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC RN Ingushneft, which is a party to the transactions
1

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)

May 31, 2013

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)

June 19, 2013

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 subject matter


and substantial terms and conditions

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)

June 19, 2013

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)

June 19, 2013

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)

June 19, 2013

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)

June 19, 2013

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)

June 19, 2013

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)

June 19, 2013

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)

June 19, 2013

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)

June 19, 2013

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)

June 19, 2013

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 subject matter


and substantial terms and conditions

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 subject matter


and substantial terms and conditions

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 subject matter


and substantial terms and conditions

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 subject matter


and substantial terms and conditions

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

Transaction price the


transaction does not
include any mutual
settlements between
the successor and the
company

Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013

August 30,
2013

215

Transaction subject matter


and substantial terms and conditions

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.

Transaction price 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 subject matter


and substantial terms and conditions

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

Transactions where OJSC ROSNEFTEGAZ 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, which is a party to the transactions; I.I. Sechin Member of the Board of Directors,
President, Chairman of the Management Board of Rosneft, Chairman of the Board of Directors of OJSC ROSNEFTEGAZ, which is a party to the transactions; L.V. Kalanda Member of the
Rosneft Management Board, Acting General Director, Member of the Board of Directors of OJSC ROSNEFTEGAZ, which is a party to the transactions
1

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)

May 31, 2013

Transactions where OJSC Rosneft-Sakhalin 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);
Z. Runje (since July 9, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of CJSC Rosneft-Sakhalin, which is a party to the transactions
1

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

Transactions where OJSC Samaraneftekhimproekt is a party


Persons/entities related to the transactions:
A.V. Votinov (since June 25, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC Samaraneftekhimproekt, which is a party to the transactions;
I.V. Pavlov (since June 25, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC Samaraneftekhimproekt, 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 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

Transactions where OJSC Saratovskiy NPZ is a party


Persons/entities related to the transactions:
D. Casimiro (since June 21, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC Saratovskiy Neftepererabatyvayuschiy Zavod, which is a party to the
transactions; I.V. Pavlov (since June 21, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC Saratovskiy Neftepererabatyvayuschiy Zavod, which is a
party to the transactions
1

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

Transactions where OJSC Slavneft-YANOS is a party


Persons/entities related to the transactions:
I.V. Pavlov (since September 30, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC Slavneft-YANOS, which is a party to the transactions;
D. Casimiro (since September 30, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of OJSC Slavneft-YANOS, which is a party to the transactions
1

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

Transactions where OJSC Tomskneft VNK is a party


Persons/entities related to the transactions:
G.G. Gilaev (until February 11, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC Tomskneft VNK, which is a party to the transactions; Z. Runje
(since June 28, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC Tomskneft VNK, which is a party to the transactions
1

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 subject matter


and substantial terms and conditions

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

Transactions where OJSC Udmurtneft is a party


Persons/entities related to the transactions:
G.G. Gilaev (until February 11, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC Udmurtneft, which is a party to the transactions;
E.Yu. Khudainatov (from June 21, 2013 to September 18, 2013) Deputy Chairman of the Rosneft Management Board, Chairman of the Board of Directors of OJSC Udmurtneft, which is a party to
the transactions; E.M. Liron (since November 14, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of OJSC Udmurtneft, which is a party to the transactions
1

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)

May 31, 2013

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)

May 28, 2013

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

May 28, 2013

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

May 28, 2013

Transactions where LLC Val Shatskogo is a party


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

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

Transactions where LLC Vostok-Energy 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);
Z. Runje (since April 25, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of LLC Vostok-Energy, which is a party to the transactions
1

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 subject matter


and substantial terms and conditions

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

Transactions where LLC Dubininskoe is a party


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

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)

June 19, 2013

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

June 19, 2013

Transactions where LLC KNPZ-Service is a party


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

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

Transactions where LLC KOMPANIYA POLYARNOE SIYANIE 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);
G.G. Gilaev (until February 11, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of LLC KOMPANIYA POLYARNOE SIYANIE, which is a party to the transactions
1

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

Transactions where LLC Komsomolskneftezavodremstroi is a party


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

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

Transactions where LLC Krasnoleninskiy Neftepererabatyvayuschiy Zavod is a party


Persons/entities related to the transactions:
A.V. Votinov (since April 26, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of LLC Krasnoleninskiy Neftepererabatyvayuschiy Zavod, which is a party to
the transactions; D. Casimiro (since April 26, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of LLC Krasnoleninskiy Neftepererabatyvayuschiy Zavod,
which is a party to the transactions; I.V. Pavlov (since April 26, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of LLC Krasnoleninskiy Neftepererabatyvayuschiy Zavod, which is a party to the transactions
1

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

Transactions where LLC Kynsko-Chaselskoe Neftegaz is a party


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

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

Transactions where LLC NGK ITERA 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.Yu. Khudainatov (until September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member of the Board of Directors of LLC NGK ITERA, which is a party to the transactions;
D. Casimiro (until April 30, 2013 and since July 9, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of LLC NGK ITERA, which is a party to the transactions;
P.I. Lazarev (since July 9, 2013) Member of the Rosneft Management Board, Member of the Board of Directors of LLC NGK ITERA, which is a party to the transactions
1

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

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219

Transaction subject matter


and substantial terms and conditions

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

Transactions where LLC Neftepromleasing 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);
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

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)

May 31, 2013

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

Transactions where LLC Neftepromleasing and CJSC Rosnefteflot 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
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

Transactions where LLC NK Rosneft-NTTs is a party


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

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)

May 31, 2013

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)

June 19, 2013

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)

June 19, 2013

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

June 19, 2013

220

Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013

ROSNEFT

Transaction subject matter


and substantial terms and conditions

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

Transactions where LLC National Petroleum Consortium (LLC NPC) 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)
whose affiliate, Mr. I.I. Sechin, Chairman of the Board of Directors of OJSC ROSNEFTEGAZ, is also Chairman of the Board of Directors of LLC National Petroleum Consortium, which is a party
to the transactions; I.I. Sechin Member of the Board of Directors, President, Chairman of the Management Board of Rosneft, Chairman of the Board of Directors of LLC National Petroleum
Consortium, 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 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

Transactions where LLC Okhabank is a party


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

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

Transactions where LLC PKhK TsSKA 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 whose affiliate, Mr. I.I. Sechin, Chairman of the Board of Directors of OJSC ROSNEFTEGAZ, is also Chairman of the Supervisory Board LLC PKhK TsSKA, which is a party to the transactions; I.I. Sechin Member of the Board of Directors, President, Chairman of the Management
Board of Rosneft, Chairman of the Supervisory Board of LLC PKhK TsSKA, which is a party to the transactions
1

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

Transactions where LLC RN-Abkhazia is a party


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

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

Transactions where LLC RN-Arkhangelsknefteprodukt is a party


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

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)

May 31, 2013

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

May 31, 2013

ROSNEFT

Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013

221

Transaction subject matter


and substantial terms and conditions

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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

June 19, 2013

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

Transactions where LLC RN-Aero is a party


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

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

May 28, 2013

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)

June 19, 2013

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

Transactions where LLC RN-Bunker is a party


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

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)

June 19, 2013

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

Transactions where LLC RN-Burenie is a party


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

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)

May 31, 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 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 subject matter


and substantial terms and conditions

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

Transactions where LLC RN-Vostoknefteprodukt is a party


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

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

June 19, 2013

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

May 31, 2013

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

Transactions where LLC RN-Ekaterinburgnefteprodukt is a party


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

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

June 19, 2013

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

June 19, 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 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 subject matter


and substantial terms and conditions

Transaction price,
effected transaction
price

Decision
date

Transactions where LLC RN-Ingushnefteprodukt is a party


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

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

June 19, 2013

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

June 19, 2013

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

Transactions where LLC RN-Inostrannye Investitsii is a party


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

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

Transactions where LLC RN-Inform is a party


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

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)

May 31, 2013

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)

June 19, 2013

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)

June 19, 2013

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 subject matter


and substantial terms and conditions

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

Transactions where LLC RN-Kemerovonefteprodukt is a party


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

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

June 19, 2013

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

June 19, 2013

Transactions where LLC RN-Komsomolskiy NPZ is a party


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

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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

Transactions where LLC RN-Krasnodarneftegaz is a party


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

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

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225

Transaction subject matter


and substantial terms and conditions

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

June 19, 2013

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)

June 19, 2013

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

Transactions where LLC RN-Krasnoyarsknefteprodukt is a party


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

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)

June 19, 2013

Transactions where LLC RN-KrasnoyarskNIPIneft is a party


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

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 subject matter


and substantial terms and conditions

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)

May 31, 2013

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

Transactions where LLC RN-Nakhodkanefteprodukt is a party


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

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

June 19, 2013

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

Transactions where LLC RN-Novosibirsknefteprodukt is a party


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

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 subject matter


and substantial terms and conditions

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

June 19, 2013

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

June 19, 2013

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

Transactions where LLC RN-Pozharnaya Bezopasnost is a party


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

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)

May 31, 2013

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

Transactions where LLC RN-Primorskiy NPZ is a party


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

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

Transactions where LLC RN-Purneftegaz is a party


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

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

228

Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013

ROSNEFT

Transaction subject matter


and substantial terms and conditions

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

June 19, 2013

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

Transactions where LLC RN-Sakhalinmorneftegaz is a party


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

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)

May 31, 2013

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)

May 31, 2013

ROSNEFT

Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013|Annual Report 2013

229

Transaction subject matter


and substantial terms and conditions

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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

Transactions where LLC RN-SakhalinNIPImorneft is a party


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

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)

May 31, 2013

Transactions where LLC RN-Severnaya Neft is a party


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

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 subject matter


and substantial terms and conditions

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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

Transactions where LLC RN-Service is a party


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

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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

Transactions where LLC RN-Stavropolneftegaz is a party


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

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 subject matter


and substantial terms and conditions

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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

Transactions where LLC RN-Stroi is a party


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);
A.V. Votinov (since February 12, 2013) Member of the Rosneft Management Board, Acting General Director of LLC RN-Stroi, which is a party to the transactions
1

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

Transactions where LLC RN-Trade 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);
D. Casimiro (since April 30, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of LLC RN-Trade, which is a party to the transactions; P.I. Lazarev Member
of the Rosneft Management Board, Member of the Board of Directors of LLC RN-Trade, which is a party to the transactions
1

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)

May 31, 2013

Transactions where LLC RN-Tuapsenefteprodukt 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);
A.V. Votinov (since February 11, 2013) Member of the Rosneft Management Board, General Director, Chairman of the Management Board of LLC RN-Tuapsenefteprodukt, which is a party to the
transactions
1

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 subject matter


and substantial terms and conditions

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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

May 31, 2013

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)

June 19, 2013

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

Transactions where LLC RN-Tuapsinskiy NPZ is a party


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);
A.V. Votinov (since February 11, 2013) Member of the Rosneft Management Board, General Director, Chairman of the Management Board of LLC RN-Tuapsinskiy NPZ, which is a party to the
transactions
1

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

June 19, 2013

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

Transactions where LLC RN-UfaNIPIneft is a party


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

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 subject matter


and substantial terms and conditions

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

Transaction price the


change in the terms
and conditions of the
transaction does not
entail a change in 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 subject matter


and substantial terms and conditions

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)

May 31, 2013

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)

June 19, 2013

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)

June 19, 2013

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)

June 19, 2013

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)

June 19, 2013

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

Transactions where LLC RN-Uchet is a party


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

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)

May 31, 2013

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 subject matter


and substantial terms and conditions

Transaction price,
effected transaction
price

Decision
date

Transactions where LLC RN-TsIR 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 whose affiliate, Mr. I.I. Sechin, Chairman of the Board of Directors of OJSC ROSNEFTEGAZ, is also Chairman of the Board of Directors of LLC RN-TsIR, which is a party to the transactions; I.I. Sechin Member of the Board of Directors, President, Chairman of the Management
Board of Rosneft, Chairman of the Board of Directors of LLC RN-TsIR, which is a party to the transactions; G.G. Gilaev (until February 11, 2013) Member of the Rosneft Management Board,
Member of the Board of Directors of LLC RN-TsIR, which is a party to the transactions; A.V. Votinov (since April 30, 2013) Member of the Rosneft Management Board, Member of the Board of
Directors of LLC RN-TsIR, which is a party to the transactions; D. Casimiro Member of the Rosneft Management Board, Member of the Board of Directors of LLC RN-TsIR, which is a party to the
transactions; N.M. Mukhitov Member of the Rosneft Management Board, Member of the Board of Directors of LLC RN-TsIR, which is a party to the transactions; I.V. Pavlov Member of the
Rosneft Management Board, Member of the Board of Directors of LLC RN-TsIR, which is a party to the transactions; Z. Runje Member of the Rosneft Management Board, Member of the Board
of Directors of LLC RN-TsIR, which is a party to the transactions
1

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)

May 31, 2013

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)

June 19, 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 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

Transactions where LLC RN-Chelyabinsknefteprodukt is a party


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

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

June 19, 2013

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

June 19, 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 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

Transactions where LLC RN-Chechennefteprodukt is a party


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

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 subject matter


and substantial terms and conditions

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

Transactions where LLC RN-Shelf Abkhazii is a party


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

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

Transactions where LLC RN-Shelf Arktika is a party


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

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

Transactions where LLC RN-Exploration is a party


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);
Z. Runje (since April 30, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of LLC RN-Exploration, which is a party to the transactions
1

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

Transactions where LLC RN-Yuganskneftegaz is a party


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

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 subject matter


and substantial terms and conditions

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

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)

June 19, 2013

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

Transactions where LLC SamaraNIPIneft is a party


Person/entity related to the transactions:
A.V. Votinov (since April 30, 2013) Member of the Rosneft Management Board, Chairman of the Board of Directors of LLC SamaraNIPIneft, 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 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

Transactions where LLC Sanatoriy Neftyanik Kubani is a party


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

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

June 19, 2013

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 subject matter


and substantial terms and conditions

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

Transactions where LLC Taas-Yuryakh Neftegazodobycha 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:
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

Transactions where LLC Futbolnyi Klub Tom is a party


Person/entity related to the transactions:
E.Yu. Khudainatov (until September 18, 2013) Deputy Chairman of the Rosneft Management Board, Member of the Board of Directors of LLC Futbolnyi Klub Tom, 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 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

Transactions where LLC PSC RN-Okhrana is a party


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

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)

May 31, 2013

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)

May 31, 2013

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)

May 31, 2013

Transactions where Novy Investments Limited is a party


Person/entity 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 Novy Investments Limited, which is
a party to the transactions
1

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

Transactions where Rosneft Trading S.A. (Switzerland) is a party


Person/entity related to the transactions:
D. Casimiro (since May 6, 2013) Deputy Chairman of the Rosneft Management Board, Member of the Board of Directors of Rosneft Trading S.A., which is a party to the transactions
1

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 subject matter


and substantial terms and conditions

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)

June 19, 2013

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)

June 19, 2013

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)

June 19, 2013

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)

June 19, 2013

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

June 19, 2013

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)

June 19, 2013

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)

June 19, 2013

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)

June 19, 2013

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)

June 19, 2013

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)

June 19, 2013

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)

June 19, 2013

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)

June 19, 2013

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)

June 19, 2013

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 subject matter


and substantial terms and conditions

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 subject matter


and substantial terms and conditions

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

Transactions where TOC Investments Corporation 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 TOC Investments Corporation, which is a party to the transactions
1

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

Transactions where Barentsmorneftegaz S.A R.L. is a party


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 (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

Transaction price the


transaction has no
valuation

June 19, 2013

Transactions where Karmorneftegaz S.A R.L. is a party


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 (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.

Transaction price the


transaction has no
valuation

June 19, 2013

Transactions where Kashevarmorneftegaz S.A R.L. is a party


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

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)

Transaction price the


change to the terms
and conditions of the
transaction does not
entail a change of the
price for the services
provided by the
operator

December
24, 2013

Transactions where Lisyanskmorneftegaz S.A R.L. is a party

242

Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013

ROSNEFT

Transaction subject matter


and substantial terms and conditions

Transaction price,
effected transaction
price

Decision
date

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

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)

Transaction price the


change to the terms
and conditions of the
transaction does not
entail a change of the
price for the services
provided by the
operator

December
24, 2013

Transactions where Magadanmorneftegaz S.A R.L. is a party


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

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)

Transaction price the


change to the terms
and conditions of the
transaction does not
entail a change of the
price for the services
provided by the
operator

December
24, 2013

Transactions where Perseimorneftegaz S.A R.L. is a party


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

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)

Transaction price the


change to the terms
and conditions of the
transaction does not
entail a change of the
price for the services
provided by the
operator

December
24, 2013

Transactions where Trizneft Pilot S.A R.L. is a party


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

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 subject matter


and substantial terms and conditions

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

Transaction price the


transaction has no
valuation at the time of
making (the price for
the services shall be
determined in accordance with separate
service memorandums)

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

Transaction price the


transaction has no
valuation at the time of
making (the price for
the services shall be
determined in accordance with separate
specifications)

December
10, 2013

Transactions where Tuapsemorneftegaz S.A R.L. is a party


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 (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

Transaction price the


transaction has no
valuation

June 19, 2013

Transactions where Fedynskmorneftegaz S.A R.L. is a party


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 (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

Transaction price the


transaction has no
valuation

June 19, 2013

Transactions where Shatskmorneftegaz S.A R.L. is a party


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 (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

Transaction price the


transaction has no
valuation

June 19, 2013

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)

May 28, 2013

Transactions where BP Oil International Limited (UK) is a party


Person/entity 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)
1

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

Transactions where BP Singapore Pte. Limited (Singapore) is a party


Person/entity 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)
1

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 subject matter


and substantial terms and conditions

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

Transactions where LLC Neftepromleasing is a beneficiary


Person/entity related to the transactions:
P.I. Lazarev Member of the Rosneft Management Board, Chairman of the Supervisory Board of LLC Neftepromleasing, which is a party to the transactions
1

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

Transactions where RN Nordic Oil AS is a beneficiary


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 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

May 31, 2013

Transactions where UCPGP IV Limited is a party


Person/entity related to the transactions:
I.V. Scherbovich (until June 20, 2013) Member of the Board of Directors of Rosneft who owns in excess of 20% of the voting shares/stakes/interests in UCPGP IV Limited, which is a party to
the transaction
1

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

June 19, 2013

Transactions where OJSC Bank VTB is a party


Persons/entities related to the transactions:
M. Warnig Member of the Board of Directors of Rosneft, Member of the Supervisory Board of OJSC Bank VTB, which is a party to the transactions; A.L. Kostin (since June 20, 2013) Deputy
Chairman of the Board of Directors of Rosneft, President Chairman of the Management Board, Member of the Supervisory Board of OJSC Bank VTB, which is a party to the transactions
1

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

Transactions where OJSC AB ROSSIYA is a party


Person/entity related to the transactions:
M. Warnig Member of the Board of Directors of Rosneft, Member of the Board of Directors of OJSC AB Rossiya, which is a party to the transactions
1

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

Transactions where OJSC AK Transneft is a party


Person/entity related to the transactions:
M. Warnig Member of the Board of Directors of Rosneft, Chairman of the Board of Directors of OJSC AK Transneft, which is a party to the transactions
1

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 subject matter


and substantial terms and conditions

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

Transactions where OJCS Gazprom is a party


Person/entity related to the transactions:
OJSC ROSNEFTEGAZ a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. A.I. Akimov, Chairman of the Board of Directors of OJSC ROSNEFTEGAZ, is also Member of the Board of Directors of OJSC Gazprom, which is a party to the transactions
1

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

Transactions where OJSC SOGAZ is a party


Person/entity related to the transactions:
OJSC ROSNEFTEGAZ a Rosneft shareholder that owns in excess of 20% of the Companys voting shares whose affiliate, Mr. S.S Ivanov, Member of the Board of Directors of OJSC ROSNEFTEGAZ, is also Chairman of the Management Board of OJSC SOGAZ, which is a party to the transactions
1

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)

May 31, 2013

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)

June 19, 2013

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)

June 19, 2013

Transaction price,
effected transaction
price

Decision
date

Non-arms length transactions endorsed


by the Rosneft General Shareholders Meeting:
#

Transaction subject matter


and substantial terms and conditions

Transactions where CJSC Vankorneft is a party


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

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

Transactions where OJSC VBRR 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)
L.V. Kalanda (until January 29, 2013) Member of the Rosneft Management Board, Member of the Supervisory Board of OJSC VBRR, which is a party to the transactions
S.I. Slavinskiy (since July 11, 2013) Member of the Rosneft Management Board, Chairman of the Supervisory Board of OJSC VBRR, which is a party to the transactions
P.I. Lazarev Member of the Rosneft Management Board, Member of the Supervisory Board of OJSC VBRR, which is a party to the transactions

246

Annual Report 2013|Appendix 4. List of Major Transactions and Non-Arms Length Transactions Made by Rosneft in 2013

ROSNEFT

Transaction subject matter


and substantial terms and conditions

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

Transactions where LLC RN-Yuganskneftegaz is a party


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 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 subject matter


and substantial terms and conditions

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

Transactions where OJSC AK Transneft is a party


Person/entity related to the transactions:
M. Warnig Member of the Board of Directors of Rosneft, Chairman of the Board of Directors of OJSC AK Transneft, which is a party to the transactions
1

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.

Transactions where GPB (OJSC) 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 whose affiliates, Mr. A.I. Akimov, Member of the Board of Directors of OJSC ROSNEFTEGAZ, is also Deputy Chairman of the Board of Directors, Chairman of the Management Board of OJSC Gazprombank, which is a party to the transactions; S.S. Ivanov, Member of the
Board of Directors of OJSC ROSNEFTEGAZ, is also Member of the Board of Directors of OJSC Gazprombank, which is a party to the transactions
1

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 subject matter


and substantial terms and conditions

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

Transactions where OJSC AB Rossiya is a party


Person/entity related to the transactions:
M. Warnig Member of the Board of Directors of Rosneft, Member of the Board of Directors of OJSC AB Rossiya, which is a party to the transactions
1

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%

Transactions where OJSC Bank VTB is a party


Persons/entities related to the transactions:
M. Warnig Member of the Board of Directors of Rosneft, Member of the Supervisory Board of OJSC Bank VTB, which is a party to the transactions; A.L. Kostin (since June 20, 2013) Deputy
Chairman of the Board of Directors of Rosneft, President Chairman of the Management Board, Member of the Supervisory Board of OJSC Bank VTB, which is a party to the transactions
1

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

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249

Transaction subject matter


and substantial terms and conditions

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

Transactions where OJSC SOGAZ 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 whose affiliates:
I.I. Sechin, Chairman of the Board of Directors of OJSC ROSNEFTEGAZ, and L.V. Kalanda, Member of the Board of Directors of OJSC ROSNEFTEGAZ and the person who exercises the authority
of the sole executive body of OJSC ROSNEFTEGAZ (Acting General Director of OJSC ROSNEFTEGAZ), are insured persons (beneficiaries) under the transaction; S.S. Ivanov, Member of the Board
of Directors of OJSC ROSNEFTEGAZ, is also Chairman of the Management Board of OJSC SOGAZ, which is a party to the transaction; I.I. Sechin Deputy Chairman of the Board of Directors,
President, Chairman of the Management Board of Rosneft is an insured person (beneficiary) under the transaction; M. Warnig, R. Dudley, A.L. Kostin, N.P. Laverov, J. Mack, A.D. Nekipelov, D.
Humphreys, S.V. Chemezov Members of the Board of Directors of Rosneft are insured persons (beneficiaries) under the transaction; E.Yu. Khudainatov (until September 18, 2013), A.V. Votinov,
L.V. Kalanda, Yu.I. Kalinin, D. Casimiro, P.I. Lazarev, N.M. Mukhitov, I.V. Pavlov, Z. Runje Members of the Management Board of Rosneft are insured persons (beneficiaries) under the transaction.
1

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

June 18, 2013

ROSNEFT

Transaction subject matter


and substantial terms and conditions

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 subject matter


and substantial terms and conditions

Transaction price,
effected transaction
price

Decision
date

1.Risked service agreements (a separate agreement for each Project).


1)Parties: The Company and operating companies (hereinafter the Operator): Fedynskmorneftegaz S.A R.L., Shatskmorneftegaz S.A R.L., Barentsmorneftegaz 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 (except for Type A assets and geological information), 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.Exploration funding agreement
1)Parties: The Company and eni Energy Russia BV.
2)Agreement subject matter: The agreement stipulates provision to the Company of multi-tranche funding (loans) in US dollars by eni Energy Russia BV.
3)Volume of funding to be provided: The sum total of the following values: (i) sum of the mandatory license expenses (license compliance) for the
Projects and (ii) 33.33% of additional expenditures for exploration on the Projects.
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 (for a period comparable with the respective interest period); and (ii) 2.5% p.a.
Each interest period shall last (1) until the date when any Project starts generating a profit 12 months; and (2) after such a date 1 month.
5)Loan repayment terms: The Company undertakes to repay all of the outstanding loans for funding the mandatory license expenses and additional expenses for exploration on the Projects using some of the funds received from the sale of hydrocarbons in the framework of the Projects.
3.Parent company guarantee contract
1)Parties: The Company and ENI.
2)Beneficiaries: On the Company side Rosneft JV Projects S.A. and other Company affiliates, on the ENI side eni Energy Russia BV and other
ENI affiliates.
3)Contract subject matter: The contract stipulates provision by each of the sides of guarantees to the other side in relation to fulfillment of commitments by their affiliates to the other side in connection with the final agreements on the Projects.
4)The guarantee obligations under the contract do not extend to the commitments of ENI and/or its affiliates to pay a commercial discovery bonus.
5)Time when the guarantee obligations arise: The guarantee obligations arise from the date of closure under the shareholding and operating
agreements to be made by the affiliates of the parties for each Project.
4.Guarantee of payment of a commercial discovery bonus
1)Parties: The Company and ENI.
2)Guarantee subject matter: In accordance with the guarantee: (i) ENI guarantees to the Company complete and timely fulfillment of all of the
current and future executable commitments of eni Energy Russia BV for payment of all amounts to be paid as a commercial discovery bonus under
the shareholding and operating agreements made by the parties affiliates for the Projects; (ii) ENI agrees that if an executable commitment to pay
a commercial discovery bonus is failed, ENI shall immediately upon request fulfill (or ensure fulfillment) of the respective commitment that was not
fulfilled by eni Energy Russia BV as if ENI was the main debtor; and (iii) in case the commitment to pay a commercial discovery bonus became or
becomes inexecutable, invalid or unlawful, ENI guarantees to immediately upon request compensate any losses that the Company (its affiliates)
have suffered as a result of failure by eni Energy Russia BV to fulfill the commitment to pay a commercial discovery bonus as of the date on which
the aforesaid commitment should have been fulfilled unless deemed to be inexecutable, invalid or unlawful.
3)Time when the guarantee obligations arise: The guarantee obligations arise from the date of closure under the shareholding and operating
agreements to be made by the affiliates of the parties for the Projects.

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

Information on delivery of the


Russian Federation Presidents
instructions and directives
and the Russian Federation
Governments instructions

ROSNEFT

Annual Report 2013

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.

DECISIONS AIMED AT IMPROVING THE SYSTEM OF LABOR REMUNERATION

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.

IMPROVEMENT OF THE COMPANYS KEY PERFORMANCE INDICATORS SYSTEM

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.

INFORMATION ON THE JOINT-STOCK COMPANYS ENERGY-SAVING AND ENERGY-EFFICIENCY STRATEGY


A) Fuel and energy consumption
Rosneft is the third largest fuel and energy consumer in the Russian Federation and accounts for over 3% of the nations energy mix.
The Companys1 total 2013 fuel and energy consumption was 23,947,000 t of fuel equivalent, which, for example, is comparable to the annual consumption of the Volgograd or Orenburg Regions.
The 2013 energy consumption distribution by the business stream is shown in Table 1.
Table 1

Business Stream

Fuel &Energy Consumption, kt fuel equivalent

Proportion, %

Oil and gas production

13.196

56%

Refining

7.272

31%

Petrochemical and Gas processing

2.948

12%

Petroleum products supply

135

1%

Services

156

1%

23.706

100%

TOTAL

B) ) Energy-saving program delivery


In 2013, the Rosneft 2009-20132 Energy-Saving Program approved by the Board of Directors in March 2009 was completed. The Program included measures to improve the efficiency of electrical
and thermal energy utilization, and boiler and furnace fuel in all key operations. The 2013 and 2009-2013 fuel and energy savings are shown in Tables 2 and 3.
Table 2
Business Stream

2013 Savings
Electricity, k kWh

Oil and gas production


Refining

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

Petroleum products supply


TOTAL

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%

2009 - 2013 Savings


Electricity, k kWh

Heat, k Gcal

Converted to kt
fuel equivalent

Proportion of total
savings, %

Table 3
Business Stream

Oil and gas production


Refining
Petroleum products supply
TOTAL

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.

ACTIONS ON EXPANDING PROCUREMENT OF RUSSIA-MADE GOODS

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.

1. Per Consolidated Financial Statements.

256

Annual Report 2013|Appendix 5: Information on delivery of the Russian Federation Presidents instructions
anddirectives and the Russian Federation Governments instructions

ROSNEFT

In 2013, the Companys Target Innovation Projects delivered:


a 3S separation-based gas processing unit with the capacity of 160mcm per annum planned to be put on stream in LLC RN-Yuganskneftegaz, with 11 kcm per annum of stable condensate
to be produced from associated petroleum gas;
a technology for tight reservoir development in the fields of RN-Yuganskneftegaz; 2013 drilling scope 32 wells; 2013 incremental production 167kt with an upside of 100 mt of tight
reserves to be on stream;
new discoveries of oil and gas condensate plays on the territory of the Irkutsk Region in the Mogdinskiy License Block with the flow rate of up to 425 km/day of gas and condensate and
90cm/day of oil.
Based on the 2010-12 new technology and pilot testing projects, 132 successfully tested technologies were implemented in 2013 with the total budget of RUB13,445.8 mln and incremental oil
production of 1078.9kt. The effect from implementing the technologies was over RUB4bln.
Detailed information about the Innovative Development Program and its 2013 deliverables is to be found on page 83 of the Annual Report.
17. IMPLEMENTATION OF CO-INVESTMENT PRINCIPLES INTO THE PRACTICES OF RUSSIAN AND INTERNATIONAL VENTURE FUNDS
The Company considers it important to support the proposed co-investment principles as their application will help the development of its innovations by:
using the fund to bring in new promising themes for research and world class technologies aimed at achieving Company objectives;
involving the funds portfolio companies into innovation projects;
developing and attracting technologies (via investment into the fund) required by Company subsidiaries or third-party service companies. The Rosneft 2011-2015 Innovative Development
Program approved by the Board of Directors on 1 April, 2011, already contains actions consistent with potential co-investment in venture funds in order to help advance innovation projects
to the commercial manufacturing or application level.
Given that the Companys collegial governance bodies can make decisions on co-investment in venture funds based on specific proposals from such funds to participate in the Companys innovation
projects, the question of the Company applying the principles of co-investment in Russian and international venture funds will be addressed by the Board of Directors in case it gets such proposals.
18.

ADVISABILITY OF APPLYING RECOMMENDATIONS ON INTELLECTUAL PROPERTY RIGHTS MANAGEMENT

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

Annual Report 2013

rosneft

Independent Auditors Report


To the Shareholders and the Board of Directors
of Rosneft Oil Company We have audited the accompanying financial statements of Open Joint Stock Company Rosneft Oil Company, which comprise the balance sheet as at December 31,
2013, and the statement of comprehensive income, statement of changes in shareholders equity and statement of cash flows for the year then ended, and a summary of significant accounting
policies and other explanatory information.

Audited entitys responsibility for the financial statements


Management of Rosneft is responsible for the preparation and fair presentation of these financial statements in accordance with the accounting rules established in the Russian Federation, and
for the internal control necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditors responsibility
Our responsibility is to express an opinion on the fairness of these financial statements based on our audit.
We conducted our audit in accordance with the Federal Standards on Auditing effective in the Russian Federation and International Standards on Auditing. Those standards require that we
comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing audit procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The audit procedures selected depend on the auditors
judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal
control relevant to the preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by management of the audited entity, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
In our opinion, the financial statements present fairly, in all material respects, the financial position of Rosneft as at December 31, 2013, and its financial performance and cash flows for the year
then ended in accordance with the accounting rules established in the Russian Federation.
Other matters
Financial statements of Rosneft for years 2011 and 2012 were audited by a different auditor who issued auditors reports with presentation of unmodified opinions of February 10, 2012 and
February 8, 2013.
The financial statements attached are not intended to represent the financial position and performance results in accordance with the accounting principles or methods accepted in the countries
and jurisdictions other than the Russian Federation. Accordingly, the financial statements attached are not designated for the persons who are unfamiliar with the accounting principles, procedures
and methods accepted in the Russian Federation.

R.G. Romanenko,
Partner
Ernst & Young LLC
February 20, 2014

Details of the audited entity


Name: OJSC Rosneft Oil Company
Information about the State Register of Legal Entities Concerning a Legal Entity: 77004856711 dated August 12, 2002.
Address: Russia, 115035, Moscow, Sofiyskaya Embankment, 26/1.
Details of the auditor
Name: Ernst & Young LLC
Record made in the State Register of Legal Entities on 5 December 2002, State Registration Number 1027739707203.
Address: Russia, 115035, Moscow, Sadovnicheskaya naberezhnaya, 77, building 1.
Ernst & Young LLC is a member of Non Profit partnership Russian Audit Chamber (NP APR). Ernst & Young LLC is registered in the register of auditors and audit organizations of NP APR, number
3028, and also included in the control copy of the register of auditors and audit organizations, main registration number 10201017420.

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

Rosneft Oil Company


(in thousand of Russian rubles)

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

Intangible exploration assets

1130

36,457,262

28,960,090

34,783,222

Tangible exploration assets

1140

5,558,235

5,138,375

4,884,176

Property, plant and equipment and construction in progress

1150

838,018,865

715,931,051

573,240,354

Income yielding investments into tangible assets

1160

12

Financial investments

1170

2,401,568,509

424,432,357

319,035,452

21

Deferred tax assets

1180

11,394,511

9,061,468

7,075,802

10

Other non-current assets

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

II. Current assets


11

Inventories, including:

15, 18

1210

96,060,770

50,246,678

43,945,312

feedstock, materials and other similar assets

1211

11,643,068

7,432,302

7,347,438

in-process inventory costs (circulation costs)

1212

7,104,345

4,872,054

3,913,517

finished products and goods

1213

76,867,641

37,394,263

31,608,825

prepaid expenses

1215

445,716

548,059

1,075,532

other inventory and costs

1219

Value added tax receivable

1220

59,707,919

20,034,996

17,660,321

Accounts receivable, including:

1230

847,683,278

418,546,528

621,048,304

accounts receivable expected to be settled within 12 months from the reporting


date

1231

755,173,353

390,751,235

365,195,849

accounts receivable expected to be settled in more than 12 months after the


reporting date

1232

92,509,925

27,795,293

255,852,455

12

Financial investments (except cash equivalents)

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

Cash and cash equivalents

1250

199,904,615

233,428,067

102,020,000

Other current assets

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

Share capital (capital stock, authorized fund, participatory contributions)

1310

105,982

105,982

105,982

Treasury shares

1320

(68,216,969)

Revaluation reserve

1340

15

15

15

19

Additional paid-in capital (without revaluation)

1350

113,276,744

113,276,492

113,277,035

19

Other funds and reserves

1360

5,299

5,299

5,299

20

Retained earnings (uncovered loss)

1370

1,270,340,857

1,219,376,676

999,884,408

Total, Section III

1300

1,383,728,897

1,264,547,495

1,113,272,739

including accrued revenue under civil works contracts not presented for payment

LIABILITIES AND EQUITY


Iii. Equity and reserves
1, 19
19

IV. Long-term liabilities


16

Loans and borrowings

1410

1,729,241,793

905,695,447

622,715,207

21

Deferred tax liabilities

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

Loans and borrowings

1510

622,881,018

74,848,915

134,994,694

Accounts payable

1520

671,344,718

211,561,388

190,978,173

suppliers and contractors

1521

487,901,829

117,932,513

76,773,288

salary and other benefits payable

1522

32,421

1,014

1,944

state extra-budgetary funds

1523

1,071

506

84

taxes and dues

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

___________________________ I.I. Sechin


___________________________ V.A. Surkov

Annual Report 2013|Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013

rosneft

Profit and Loss Statement


Year 2013
Notes

Rosneft Oil Company


(in thousand of Russian rubles)

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

General and administrative expenses

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

Equity share in profits of joint ventures and associates

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

Gain on disposal of assets

2331

76,577,657

342,330,878

20

Loss on disposal of assets

2332

(84,043,732)

(266,645,710)

20

Gain on change in fair value of derivatives

2333

18,925,153

10,499,503

20

Loss on change in fair value of derivatives

2334

(28,003,373)

(2,730,443)

20

Taxes other than income tax

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

Income/(loss) before tax

2300

154,779,646

340,246,906

Current income tax expense

2410

(18,265,319)

(57,679,102)

2421

7,005,983

11,732,817

2425

17,588,742

6,479,886

21

including fixed tax liabilities/(assets)


Income tax from previous reporting periods
Imputed income tax

2426

21

Change in deferred tax liabilities

2430

(24,539,000)

(3,112,157)

21

Change in deferred tax assets

2450

2,333,043

1,985,666

Other

2460

Income tax re-distribution within consolidated taxpayers group

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)

Total comprehensive income, net of tax

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

___________________________ I.I. Sechin


___________________________ V.A. Surkov

Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013|Annual Report 2013

261

Statement of Changes in Equity


Year 2013

Rosneft Oil Company


(in thousand of Russian rubles)

1. Changes in Equity
Indicator

Line
code

Authorized
capital

Shares
repurchased

Additional
capital

Reserve capital

Retained earnings
(uncovered loss)

Total

Capital value as of December 31, 2011

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

earnings allocated directly to capital increase

3213

4,141

4,141

additional issue of shares

3214

increase of shares par value

3215

legal entity reorganization

3216

Decrease of capital, including:

3220

(68,216,969)

(4,684)

(78,491,424)

(146,713,077)

net loss

3221

revaluation of assets

3222

expenses allocated directly to capital decrease

3223

(4,684)

(4,684)

decrease of shares par value

3224

decrease in number of shares

3225

(68,216,969)

(68,216,969)

legal entity reorganization

3226

dividends

3227

(78,491,424)

(78,491,424)

Change of additional paid-in capital

3230

Change of other funds and reserves

3240

Capital value as of December 31, 2012

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

earnings allocated directly to capital increase

3313

1,850

729

2,579

additional issue of shares, sale of own shares

3314

68,216,969

68,216,969

increase of shares par value

3315

legal entity reorganization

3316

Decrease of capital, including:

3320

(1,598)

(85,315,332)

(85,316,930)

net loss

3321

revaluation of assets

3322

expenses allocated directly to capital decrease

3323

(1,598)

(1,598)

decrease of shares par value

3324

decrease in number of shares

3325

legal entity reorganization

3326

dividends

3327

(85,315,332)

(85,315,332)

Change of additional capital

3330

Change of other funds and reserves

3340

Capital value as of December 31, 2013

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

___________________________ I.I. Sechin


___________________________ V.A. Surkov

Annual Report 2013|Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013

rosneft

Statement of Changes in Equity


Year 2013 (continued)

Rosneft Oil Company


(in thousand of Russian rubles)

2. Adjustments Due to Accounting Policy Change and Mistakes Correction


Indicator

Line
Code

As of Dec 31,
2011

3400

Change of Accounting Policy


Correction of mistakes

Change in equity in 2012

As of Dec 31,
2012

at the expense of net


profit (loss)

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

Change of Accounting Policy

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

Change of Accounting Policy

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

___________________________ I.I. Sechin


___________________________ V.A. Surkov

Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013|Annual Report 2013

263

Statement of Cash Flows


For Year 2013

Rosneft Oil Company


(in thousand of Russian rubles)

Indicator

Line
code

2013

2012

Cash provided by operating activities


Proceeds

4110

4,128,296,069

2,744,433,447

from sale of products, goods, work and services

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

from resale of financial investments

4113

10,120,384

other proceeds

4119

339,045,185

337,660,693

Cash disbursed, including:

4120

(3,331,718,495)

(2,442,952,875)

to suppliers (contractors) for feedstock, materials, work, services

4121

(2,718,801,264)

(1,837,129,276)

due to payment of employees' salaries and other benefits

4122

(15,933,017)

(13,764,786)

interest on loans

4123

(56,354,154)

(27,283,748)

income tax settlements

4124

(39,363,208)

(83,446,302)

settlements on taxes and dues (other than income tax)

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

Cash provided by investment activities


Proceeds, including:

4210

538,281,162

170,838,953

from sale of non-current assets (other than financial investments)

4211

8,500,949

2,724,595

from sale of interest in joint ventures and associates

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)

associated with acquisition of interest in joint ventures and associates

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)

interest on debt liabilities included into investment asset value

4224

other payments

4229

(90,458,377)

(45,010,581)

4200

(2,020,686,716)

(252,491,969)

Net cash issued in investing activities


Cash provided by financing activities
Proceeds, including:

4310

1,964,382,985

523,087,621

loans and borrowings received

4311

1,854,365,834

503,052,507

cash contributions from shareholders

4312

from issue of shares, increase of share in capital

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)

acquisition of non-controlling interests from shareholders

4321

dividends and other payments associated with income distribution

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)

Net cash provided by financing activities

other payments

4300

1,177,415,748

86,851,485

Net (decrease)/increase in cash and cash equivalents

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

Effect of foreign exchange on cash and cash equivalents

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

___________________________ I.I. Sechin


___________________________ V.A. Surkov

Annual Report 2013|Appendix 6: Auditors Report On Financial Statements of Rosneft Oil Company for Year 2013

rosneft

Notes to Rosneft oil company Financial statements


for the year ended 31 December 2013
These Notes to Balance Sheet and Statement of Comprehensive Income are an integral element of Rosneft Oil Companys 2013 financial statements prepared in accordance with the applicable
laws of the Russian Federation.
The reporting date of these financial statements, as of which they are prepared, is December 31, 2013.
1.

Entity and areas of activity

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.

Nekipelov, Aleksandr Dmitrievich

Chairman of Rosneft Board of Directors (since Sep. 13, 2011), Director, Moscow School of Economics, the Lomonosov State University.

2. Sechin, Igor Ivanovich

Deputy Chairman of Rosneft Board of Directors (since June 20, 2013), CEO and Management Board Chairman of Rosneft.

3.

Kostin, Andrey Leonidovich

Deputy Chairman of Rosneft Board of Directors (since June 20, 2013), CEO and Management Board Chairman, member of Supervisory Council of
VTB Bank.

4.

Chemezov, Sergey Viktorovich

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.

Laverov, Nikolay Pavlovich

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.

Sechin, Igor Ivanovich

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.

Sharipov, Rashid Ravelevich

Deputy Management Board Chairman, Vice-President Chief of Staff, Open joint-stock company Rosneft Oil Company

3.

Liron, Eric Maurice

First Vice-President of Open joint-stock company Rosneft Oil Company in charge of Upstream matters

4.

Kalanda, Larissa Vyacheslavovna

State Secretary Vice-President, Open joint-stock company Rosneft Oil Company

5.

Votinov, Andrey Valeryevich

Vice-President, Capital Construction, Open joint-stock company Rosneft Oil Company

6.

Casimiro, Didier

Vice-President, Commerce and Logistics, Open joint-stock company Rosneft Oil Company

7.

Maydannik, Igor Vladimirovich

Vice-President, Legal Open joint-stock company Rosneft Oil Company

8.

Kalinin, Yuri Ivanovich

Vice-President, HR and Social Matters, Open joint-stock company Rosneft Oil Company

9.

Mukhitov, Nail Mansurovich

Vice-President Head of Security, Open joint-stock company Rosneft Oil Company

10.

Pavlov, Igor Vladimirovich

Vice-President, Oil Refining and Petrochemicals, Open joint-stock company Rosneft Oil Company

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265

11.

Runje, Zeljko

Vice-President, Offshore Projects, Open joint-stock company Rosneft Oil Company

12.

Slavinsky, Svyatoslav Igorevich

Vice-President, Economics and Finance, Open joint-stock company Rosneft Oil Company

13.

Lazarev, Petr Ivanovich

Chief Financial Officer, Open joint-stock company Rosneft Oil Company

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.

Zenkov, Oleg Sergeevich

Deputy Head of Local Office Supervision Division, Advisor to Deputy Minister Head of Rosimushchestvo

2.

Kuzovlev, Mikhail Valeryevich

CEO-Management Board Chairman, member of the Board of Directors, OJSC Bank of Moscow

3.

Mironov, Aleksey Borisovich

General Director, LLC

4.

Nozadze, Georgy Avtandilovich

Assistant, Expert Office of the President of the Russian Federation

5.

Yugov, Aleksandr Sergeevich

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.

Company operating indicators

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;

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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.

Financial statements preparation methodology

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.

Changes in opening balances in 2013 financial statements


To achieve financial statements comparability, the opening balances were adjusted to match changes in the accounting policy approved by the Company Order No. 696 dated Dec. 25, 2012:
non-interest-bearing financial investments made inside the Rosneft Group of Companies are reflected as part of the Accounts Receivable (previously were reflected as part of Financial
Investments);
if shares depreciate to a value below acquisition cost, the valuation amount is charged to the profit and loss account as part of Other Expenses (previously charged to Additional paid-in
capital account);
amounts of customs duties related to the execution of temporary declarations for future export shipments of crude oil and oil products are reflected in the Accounts Receivable line of the
Balance Sheet (previously reflected in the Inventoriesline);
retirements of financial investments (loans, notes, bonds) in the form of redemption do not cause any increase/decrease in the Company economic benefits. Such transactions are reflected
without affecting the Other income and expenses account;
recognition of the environmental remediation provision and the estimated asset retirement obligation.
Table 1. Changes in Balance Sheet (Form No. 1) opening balances (RUB thousand)

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

Accounts receivable with payments


expected within 12
months after the
reporting date

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

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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)

Accounts receivable with payments


expected more
than 12 months
after the reporting
date

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)

Gross profit (loss)

2100

1,303,139,830

(1,060,075)

1,302,079,755

Operating income (loss)

2200

244,067,545

(1,060,075)

243,007,470

Interest payable

2330

(49,721,056)

(4,227,798)

(53,948,854)

Gain on disposal of assets

2331

399,962,850

(57,631,972)

342,330,878

Loss on disposal of assets

2332

(325,328,789)

58,683,079

(266,645,710)

Other expenses

2350

(246,135,109)

(1,077,870)

(247,212,979)

268

Explanation

In connection with the first recognition of provisions, the


following was included in costs: changes in present value of
provisions and ARO asset depreciation.
In connection with the first recognition of provisions, provisions
unwinding of discount was recognized.
In accordance with the accounting policy changes, retirements
of financial investments (loans, notes, bonds) in the form of redemption do not cause any increase/decrease in the Company
economic benefits. Such transactions are reflected without
affecting the other income and expenses account.
The use of the estimated ARO liability reduces the amount of
earlier recognized asset retirement obligations.
In accordance with 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.

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)

Income (loss) before tax

2300

345,561,542

(5,314,636)

340,246,906

Change in deferred tax assets

2450

1,187,968

797,698

1,985,666

Net income (loss)

2400

302,500,630

(4,516,938)

297,983,692

Explanation

Changes in deferred tax asset were the result of the transfer of


non-interest-bearing financial investment impairment provision
to accounts receivable and recognition of provisions.

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.

Accounting policy information

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.

Property, plant and equipment and capital construction in progress

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

At the beginning of period

Historical value changes over the period

Cost

Accumulated
depreciation

Additions

Disposals

At the end of the period


Cost

Accumulated
depreciation

Property, plant and equipment

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

Buildings and structures

Machinery, equipment, transportat


Other types of property, plant and
equipment, total
Of these, non-depreciable property,
plant and equipment

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

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269

Table 4. Details of property, plant and equipment requiring state registration (in RUB thousand)
As of Dec. 31, 2013

As of Dec. 31, 2012

As of Dec. 31, 2011

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

As of Dec. 31, 2013

As of Dec. 31, 2012

As of Dec. 31, 2011

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

Property, plant and equipment mothballed (at historical cost)

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

other types of property, plant and equipment


Changes in the value of property, plant and equipment resulting from extension, retrofitting, reconstruction, partial liquidation

5,551,650

3,556,783

2,042,886

15,451,296

9,226,507

9,389,501

As of Dec. 31, 2011

Table 6. Details of construction-in-progress in non-current assets (in RUB thousand)


As of Dec. 31, 2013

As of Dec. 31, 2012

Equipment to be installed

Construction-in-progress by type of assets

16,523,231

11,758,138

4,835,625

Construction-in-progress

279,910,164

265,106,296

173,835,256

including advances for capital construction purposes, including VAT refundable

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

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rosneft

Exclusive rights to software programs and data bases

from 2 to 5 years

Mineral licenses *

from 9 to 48 years

Licenses to geological exploration and production of mineral resources (mixed license) *

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

* provided commercial production of mineral resources in the license block is justified


Intangible assets which useful life is impossible to determine are not depreciated.
The method of depreciation of an intangible asset is annually reviewed by the Company during the inventory accounting process in order to see if revision is required. In the case of a significant change of the estimated future economic benefits from the use of an intangible asset, the method of depreciation of such intangible asset changes accordingly. The resulting adjustments are
recorded in the books and accounts as changes in estimated values.
If during the inventory process estimating the schedule of future economic benefits with sufficient reliability proves to be impossible, the method of depreciation and useful life do not change.
During the reporting period, no need to revise the method of intangible asset depreciation and useful life determination was discovered.
The Company does not have intangible assets for which useful life was not determined. On the Company balance sheet, intangible assets are recorded at their depreciated book value.
Table 7. Information on intangible assets (in RUB thousand)
Groups of intangible assets

Period

Total intangible assets:

Trademarks

Patents
Exclusive rights to software programs and
data bases
Mineral licenses (including mixed licenses for
exploration and production) *
Other licenses

Other intangible assets

At the beginning of the period

Changes in cost over the reporting


period

Cost

Accumulated
amortization

Additions

Closing of the period

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

* - provided commercial production of mineral resources in the license block is justified


Table 8. Information on intangible assets created in-house (in RUB thousand)
Initial value by the group of intangible assets

As of Dec. 31, 2013

As of Dec. 31, 2012

As of Dec. 31, 2011

963,056

781,742

439,485

21,527

12,852

5,340

Exclusive rights to software programs and data bases

834,491

662,755

421,793

Other

107,038

106,135

12,352

As of Dec. 31, 2013

As of Dec. 31, 2012

As of Dec. 31, 2011

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

As of Dec. 31, 2013

As of Dec. 31, 2012

Total, including

7,487,854

7,138,739

As of Dec. 31, 2011


6,587,888

Non-exclusive rights to software tools, access rights to information resources, trademarks of Olympic symbols

7,487,854

7,138,739

6,587,888

As of Dec. 31, 2013

As of Dec. 31, 2012

As of Dec. 31, 2011

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

Tangible exploration assets

Intangible exploration assets

At the beginning of the period


Cost

Accumulated impairment losses

2013

5,138,514

139

2012

4,884,176

2013

37,871,035

8,910,945

2012

34,783,222

Changes cost over the reporting period


Additions

At the end of the period

Additions

Initial value

Accumulated impairment losses

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.

Research and development Results

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

Research and development

Period

At the beginning of the period


Cost

Change in cost over reporting period

Part of value written


down to expenses

Disposals

At the end of the period

Disposals

Cost

Part of value written


down to expenses

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

Expenses on R&D work in


progress

272

At the beginning
of the period

Changes over reporting period


Costs capitalized
over the period

Costs written down


over the period

Entered in accounting records


as intangible assets, research
and development or property,
plant and equipment

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

10. Other Non-Current Assets


Other non-current assets include assets which are assumed to produce economic benefits over a period longer than 12 months. Other non-current assets include: deferred expenses, asset
retirement obligations (discounted) (hereinafter AROasset), and other assets.
Other non-current assets include deferred expenses if their write-down schedule exceeds 12 months after the reporting date.
The following write-down methods are used in respect of deferred expenses referring to several periods:
straight-line;
in proportion to product output.
In respect of deferred expenses referring to several periods, the straight-line method isused.
The ARO asset amount in respect of sites or facilities which, when abandoned, require disposal of materials and/or remediation of a land plot is determined based on the estimated costs, as
of the reporting date, which the Company is expected to incur when dismantling property, plant and equipment and remediating natural resources on land plots.
ARO asset is depreciated using units of production method. The monthly depreciation rate is determined as a ratio of a monthly production volume for a specific month to the overall oil and
gas reserves at the beginning of the reporting period. The units of production rate is applied to the depreciated book value of an ARO asset.
The value of other non-current assets is determined based on actual costs except for ARO asset which is an estimate.
Table 15. Information on other non-current assets (in RUB thousand)
Other non-current assets by the type
Deferred expenses with the write-down schedule exceeding 12 months total,
Including by the type:
Software
Rights to use Olympic symbols

As of Dec. 31, 2011

As of Dec. 31, 2012

As of Dec. 31, 2013

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

As of Dec. 31, 2013

As of Dec. 31, 2012

As of Dec. 31, 2011

96,060,770

50,246,678

43,945,312

Raw and other materials

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

Finished goods and goods for resale


Dispatched goods
Deferred expenses

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.

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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

Long-term investments total

2,401,568,509

424,432,357

319,035,452

Shares and other equity instruments

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

Short-term investments total

425,964,971

569,479,045

359,176,920

Short-term loans issued

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

Long-term loans issued


Other long-term financial investments

Promissory notes and bonds


Receivables under claim assignment agreements
Other short-term financial investments

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

Actual value of financial asset as of 31.12.2013


(in RUB thousand) Stake in the charter capital (%)

Companys stake
Stake in voting shares (%)

Oil producing entities


LLC RN-Sevedrnaya-neft

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

LLC Polyarnoye Siyanie Company

288,931

50.00

JSC Dagneftegaz

131,832

40.00

40.00

7,480,493

25.94

25.94

4,167

40.00

LLC RN-Tuapse Refinery

279,447

100.00

LLC RN-Komsomolsk Refinery

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

LLC OGC Itera

JSC VCNG
PETROVICTORIA S.A.
Refining entities

LLC RN-Primorsk Refinery


CJSC VNKH
JSC Rosneft MZ Nefteprodukt
Oil product supply 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

JSC Rosneft Kubannefteprodukt


JSC Rosneft Kabardino-Balkarskaya Fuel Company

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Name
of entity
JSC Rosneft Kurgannefteprodukt
JSC Rosneft Karachaevo-Cherkessknefteprodukt
JSC Rosneft Smolensknefteprodukt

Actual value of financial asset as of 31.12.2013


(in RUB thousand) Stake in the charter capital (%)

Companys stake
Stake in voting shares (%)

113,043

83.32

90.33

57,161

85.99

85.99
86.97

190,953

66.67

JSC Rosneft Altaynefteprodukt

51,260

64.18

64.18

JSC Rosneft Yamalnefteprodukt

48,622

49.52

49.52

JSC Rosneft Murmansknefteprodukt

6,676

45.38

45,38

JSC Rosneft ARTAG

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

LLC West Kamchatka Holding B.V.

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

LLC Zapad-Shmidt Invest

4,950

99.00

110

55.00

17,250,743

100.00

JSC Rosneft-Sakhalin

100.00

55.00

Foreign Projects Division


LLC RN-Foreign Projects
LLC RN-Foreign Investments
LLC RN-Exploration
LLC Rosneft Shell Caspian Ventures Ltd
LLC NPC

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

LLC PSC RN-Okhrana

32,021

99.98

30

100.00

LLC KNPZ-Service

100.00

61.54

Financial institutes group


JSC Russian Regional Development Bank
LLC Okhabank

2,758,375

84.67

23,489

33.40

84.67

Scientific entities group


LLC Arctic Scientific Center

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

CJSC Ordalia 2000

820

100.00

2,325

100.00

LLC PSC SKB

0,0001

100.00

LLC YUKOS CIS Investment

28,787

100.00

96

100.00

1,288,499

81.99

LLC FTT Service

LLC RN-Shelf-Abkhazia
JSC Okhinskaya Power Plant

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275

Name
of entity

Actual value of financial asset as of 31.12.2013


(in RUB thousand) Stake in the charter capital (%)

Companys stake
Stake in voting shares (%)

LLC Val Shatskogo

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

CJSC Neftyanoe Khozyaistvo Publishing House


CJSC Ros&Neft

85.86

12

25.00

LLC Neftyanik Kubani Health Resort

3,670,467

96.20

LLC RN-East Siberia

13,166,928

99.99992

30

100.00

Liquidation and bankruptcy


LLC Komsomolskneftegazvodremstroy
Total:

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

Actual value of financial


asset at the time of acquisition or retirement

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

Acquired financial assets


TNK-BP Limited (renamed as Rosneft Limited)
TNK Industrial Holdings Limited (renamed as Rosneft Industrial Holdings Limited)
PETROVICTORIA S.A.
Financial assets retired as a result of liquidation
LLC Uchet i Otchetnost
JSC Moscovskaya Gazovaya Kompaniya
The following changes in stakes and investments have occurred:
LLC OGC Itera financial investment growth by RUB 94,868,154 thousand, equity stake increase from 51.00% to 99.99%;
LLC NPC financial investment growth by RUB 6,007,105 thousand, equity stake increase from 20.00% to 40.00%;
LLC Arctic Scientific Center the financial investment has not changed; equity stake reduction from 100.00% to 66.67%;
LLC RN-Service financial investment growth by RUB 1,353,000 thousand; equity stake increase from 22.5855% to 34.8625%;
LLC RN-East Siberia financial investment growth by RUB 13,166,928 thousand; equity stake increase from 1.00% to 99.99992%.
Table 20. Information on long-term and short-term loans issued (in RUB thousand)
Granted
loans

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

incl. restricted cash


Deposits less than 91 days

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rosneft

15. Receivables and Payables


Receivables and payables are accounted for and recorded in financial statements in accordance with the terms and conditions of respective signed contracts.
The provision for doubtful debts is made on the basis of settlements with other organizations and individuals for products, goods, work and services, advances issued and other receivables,
amd is recorded in the statement of comprehensive income as other expenses.
Short-term receivables and payables turn into long-term items in case payment periods under existing contracts are revised and increased and as a result exceed 365 days.
Long-term receivables and payables turn into short-term items in case the outstanding debt recovery period under existing contracts is 365 days or less.
Similarly, receivables and payables turn into short-term items if the debt under existing contracts is repaid by installments in different periods.
Table 22. Information on accounts receivable (in RUB thousand)
Accounts Receivable (types)

As of 31.12.2013

As of 31.12.2012

As of 31.12.2011

Accounts Receivable total

847,683,278

418,546,528

621,048,304

Long-term accounts receivable

92,509,925

27,795,293

255,852,455

Other receivables, incl.

92,509,925

27,795,293

255,852,455

Loans issued to subsidiaries and associates

57,319,554

17,706,866

233,639,728

Interest receivable on long-term deposits and loans issued

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

Receivables from budget and state non-budgetary funds

41,977,131

25,118,825

17,876,291

Loans and promissory notes issuedto subsidiaries and associates

7,937,676

14,191,636

15,778,428

Short-term receivables
incl. Buyers and customers
Advances issued
Other receivables, incl.

Settlements under commission agreements

75,256,457

26,498,419

127,638,767

Interest receivable on long-term deposits and loans issued

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

Accounts Payable to the state budget and non-budgetary funds

39,881,520

39,015,725

32,862,447

Advances received

53,736,812

14,943,775

18,210,981

Other accounts payable

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

Long-term loans and borrowings, incl.:

Balance at 31.12.2013

168,675,303

436,294,375

184,635,286

( 73,672,304)

346,662,088

long-term interest accrued under loan and credit


agreements

2,326,336

4,587,947

264,666

( 3,427,770)

3,221,847

own long-term promissory notes

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

long-term interest accrued under promissory notes


own bonds
Short-term loans and borrowing, incl.:
short-term credits
short-term loans

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

Loans and borrowings (types)

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

short-term interest accrued under loan and credit


agreements

7,328,173

8,142,274

6,911,724

3,521,797

12,080,520

interest accrued under own bonds (coupon profit)

301,574

5,449,540

4,497,500

1,253,614

current portion of long-term loans and borrowings


current portion of long-term interest accrued under
loan and credit agreements

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

Total long-term debt:

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

Total long-term debt:

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)

Stake in the total securities value, %

Proceeds from crude and product sales

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

Other long-term liabilities, incl.:

470,151,376

470,151,376

Prepayment on long-term oil supply agreements

470,151,376

470,151,376

278

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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

Positive exchange rate difference

Exchange rate differences

227,356,450

205,926,096

Negative exchange rate difference

305,276,499

196,209,069

18. Tax Liabilities


The Companys tax liabilities are reflected in financial statements on the accrualbasis.
The rates of principal taxes paid in 2013 were as follows:
income tax 20 %;
value added tax 18 %.
In 2013, the number of participants of the consolidated taxpayer group with Rosneft responsible for income tax calculation and payment purposes, increased from 22 to 44 entities.
The mineral extraction tax (MET), included in the cost of products, goods, work and services, amounted to RUB 405,136 mln, and in 2012 RUB 395,297 mln.
The 2013 export duty was accrued in the amount of RUB 1,101,609 mln, and in 2012 RUB 864,881 mln.
Settlements with the budget and non-budgetary funds are presented in the table below:
Table 28. Settlements with the budget and non-budgetary funds (in RUB thousand)
As of 31.12.2013

As of 31.12.2012

Receivables related to the budget and non-budgetary funds total

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

Other receivables related to taxes and charges

42,979

568,422

693,626

Debt of state non-budgetary funds

86,652

11,126

4,206

Payables to the budget and non-budgetary funds total

39,881,520

39,015,725

32,862,447

Mineral extraction tax

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

Payables to state non-budgetary funds


Other debt related to taxes and charges

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

Amount, RUB, thou

68,216,969

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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

incl. core activities

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

Cost of goods, products, work, services sold:

(1,293,592,537)

(1,969,312,483)

incl. core activities

(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)

General and administrative expenses

(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)

Other income and expenses


incl.:
Interest receivable
Interest payable
Equity share in profits of joint ventures and associates

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

incl.: Income resulting from sales of short-term securities

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)

incl.: Cost of retired short-term securities

(232,172,324)

(65,221,936)

Gain on changes in the fair value of financial derivatives

10,499,503

18,925,153

Loss on changes in the fair value of financial derivatives

(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)

incl.: Exchange rate differences

(196,209,069)

(305,276,499)

Table 30. The Companys costs by elements (in RUB thousand)


Indicators

2012

2013

1,852,558,899

2,789,420,131

Payroll costs

8,391,387

11,427,350

Social security contributions

2,007,826

2,887,926

64,852,257

78,636,374

Tangible costs

Depreciation
Exploration expenses

13,866,463

19,689,828

Other costs, incl. MET

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


beginning of the year

Accrued for the reporting year

Repaid for the reporting


period

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

Permanent tax asset

32,804,686

Permanent tax liability

25,798,703

Deferred tax liability

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


beginning of the year

Accrued for the reporting year

Repaid for the reporting


period

Outstanding balance as
of the end of the year

Positive permanent margins

128,993,515

Negative permanent margins

164,023,430

Deductible temporary margins

45,307,340

28,134,000

16,468,785

56,972,555

Taxable temporary margins

95,984,960

143,576,725

20,881,725

218,679,960

22. Dividend Payments


Number and nominal value of shares
The shareholder capital is the Companys capital envisaged by foundation documents. The owners of ordinary shares are entitled to one voting right at the Shareholders Meeting per each
acquired share.
The Company has placed 10,598,177,817 ordinary shares with the nominal value of RUB 0.01 each, for the total amount of RUB 105,981,778.17.
Dividend amount
The Companys net income in 2013 amounted to RUB 136,279 mln. Net income per share in 2013 amounts to RUB 12.86.
Recommendations to the General Shareholders Meeting with regard to the amount of dividends payable for 2013 will be preliminarily determined by the Companys Board of Directors in 1H 2014.
Based on the Companys 2012 performance, the Rosneft Annual General Shareholders Meeting onJune 20, 2013 (Minutes w/o number as of June 25, 2013) resolved to allocate RUB 85,315
mln for payment of dividends related to Rosneft ordinary shares, which is RUB 8.05 per share. As of December 31, 2013, the Company had paid dividends in the amount of RUB 85,232 mln. Dividends were paid to all persons/entities included in the Rosneft security holders register, except those whose data were not fully provided by nominal holders and those who failed to provide timely
information to the issuers registrar regarding any changes in such person/entity data.
23. Events after the reporting date
In January 2014, the Company received advance payment under long-term crude supply agreements from a number of buyers (see Note 16).
24. Contingencies. Provisions
Contingent assets and liabilities
1. In 2006, YUKOS Capital S.a.r.l., former subsidiary of JSC NK YUKOS, initiated arbitration proceedings against JSC Yuganskneftegaz, which later on was integrated into the Company, in different
arbitration courts with the claim that the entity was not fulfilling its obligations regarding four loans in RUB. The International Commercial Arbitration Court (hereinafter ICAC) at the RF Chamber of
Commerce and Industry delivered four decisions in favor of YUKOS Capital S.a.r.l. in view of the aforementioned loans for the total amount of c. RUB 12.9 bln.
In 2007, the Company successfully challenged the ICAC decisions, which were withdrawn by the Russian courts, including the Supreme Arbitration Court of the RF. However, YUKOS Capital
S.a.r.l. filed an action to have the ICAC decisions recognized in the Netherlands. The district court of Amsterdam refused to enforce the above decisions on the territory of the Netherlands due to the
fact that they had been duly canceled by an authorized court. YUKOS Capital S.a.r.l. lodged an appeal, and on April 28, 2009, the Court of Appeal of Amsterdam revoked the district court decision
and allowed YUKOS Capital S.a.r.l. to put into effect the ICAC decision on the territory of the Netherlands. Rosneft filed a claim to the Supreme Court of the Netherlands for review of the decision
of the Amsterdam Court of Appeal.
In early 2010, YUKOS Capital S.a.r.l. lodged another claim against the Company to the High Court of Justice in London in order to have the ICAC decisions recognized and implemented in
England and Wales, as well as apply interest to amounts specified in the aforementioned decisions.
On June 25, the Supreme Court of the Netherlands delivered a decision stating that the Companys complaint regarding the decision of the Amsterdam Court of Appeal, which served as a
basis to implement the ICAC decision in the Netherlands, shall not be subject to review. Despite the fact that the Company did not agree with the decisions of the above courts of the Netherlands,
on August 11, 2010, it complied with the decisions and effected corresponding payments envisaged by the claim filed against the Company.
Apart from the aforementioned payments, YUKOS Capital S.a.r.l. was still urging the High Court of Justice in London to enforce payment of interest calculated with references to respective laws,
in the total amount of c. $160 mln as of the date of filing the claim.
On June 14, 2011, the High Court of Justice in London delivered an interim judgment regarding two preliminary matters which it agreed to review before delivery of a final judgment on the
claim. Despite the fact that the court resolved both matters in favor of YUKOS S.a.r.l., it however provided the Company with a possibility to challenge the decision. On June 27, 2012, the Court of
Appeal of England delivered a decision in favor of the Company regarding one of the aforementioned preliminary matters. Neither of the parties solicited further appeal proceedings. On February
27, 2013, the court delivered a procedural decision providing for hearings on further preliminary matters to decide whether the court possessed respective authority to put into effect the revoked
ICAC decisions in accordance with the English common law and whether YUKOS Capital S,a,r.l. had a right to seek payment of interest on the amounts awarded pursuant to the ICAC decisions in
English courts. The High Court of Justice scheduled the hearing regarding further preliminary matters on May 13-15, 2014. The Company intends to make all possible effort to defend its position
within the framework of remaining court proceedings in England.
In 2007, claims were filed to the Arbitration Court of Moscow regarding nullity of loan-related transactions with YUKOS Capital S.a.r.l. Pursuant to the resolution of the Arbitration Court of Moscow as of July 11, 2012, the loans were canceled. Pursuant to the resolution of the 9th Arbitration Court of Appeal as of October 9, 2012, the decision of the first-instance court was left unchanged.
Pursuant to the resolution of the Federal Arbitration Court of the Moscow District as of March 14, 2013, the above court rulings remained in force. On July 31, 2013, the Supreme Arbitration Court
dismissed the YUKOS Capital S.a.r.l. claim to revise the court rulings of lower-level courts in exercise of supervisory functions.
2. In 2007, Glendale Group Ltd filed a suit to the court of Amsterdam (Netherlands) against Rosneft with a view to collect circa RUB 3.53 bln of principal amount of debt, interest, penalties and
expenses. The basis was represented by 8 promissory notes of JSC Yuganskneftegaz issued in 2003. On November 21, 2012, hearings were held. Pursuant to the decision dated May 29, 2013, the
claim was partially satisfied, but the court denied the Glendale Group Ltd claims regarding 2 out of the 8 promissory notes which constituted the subject of the dispute, while supporting Glendale
Group Ltd claims regarding the other 6 promissory notes and obligating Rosneft to pay RUB 2.53 bln plus respective interest and penalties. The court allowed Rosneft to transfer the amount of debt
to an escrow account while awaiting the decision on appeal. Rosneft filed an appeal for the court decision made on May 29, 2013. Complete grounding documentation backing the appeal is to be
submitted by Rosneft by March 11, 2014.
3. Yukos International UK BV initiated proceedings against Rosneft and other codefendants non-related to Rosneft in the District Court of Amsterdam, claiming recovery of damages in the amount
up to $333 mln plus interest in the amount established by law, starting from February 7, 2011, as well as respective expenses. Within the framework of such proceedings Yukos International UK BV

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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

Amount of provision written


down due to
redundancy or
termination of
provisions for its
acknowledgement

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

Amount of planned compensations to employees


as a result of annual performance, incl. insurance
payments at an effective rate

Provision related to
future payments of
leave allowances

The Companys liability with regard to employees


in terms of leave allowance payments based on
the number of leave days pending at the end of the
reporting period, incl. insurance payments at an
effective rate

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

Formed for all types of environmental commitments.


Estimation is made for each site of occurrence. To be
reflected in accounting statements on the basis of the
present value index

Period

Outstanding as
of the beginning
of the period

Accrued for
the reporting
period

Amount of
the provision
written down
as costs or
payables

Amount of provision written


down due to
redundancy or
termination of
provisions for its
acknowledgement

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

Contingencies resulting from an increase in the asset value:


Total:

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

Formed for all types of immovable oil and gas assets.


The estimation is made for each field. To be reflected
in accounting statements on the basis of the present
value index.

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

Liabilities subject to inclusion in the asset value (08*)

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

Proceeds from sales and other income


Oil and gas sales

156,900,691

317,487,576

Petrochemical and petroleum product sales

382,977,426

737,455,102

Proceeds from property lease

85,143,607

102,811,702

Other sales (incl. goods) and income

73,475,557

73,871,257

698,497,281

1,231,625,637

230,789,950

811,806,402

Costs and expenses


Oil and gas purchases
Petrochemical and petroleum product purchases

4,631,868

6,653,225

Logistical services and transportation expenses

62,056,794

106,511,625

Oil and gas production services

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

Incoming short-term loans and borrowings

24,339,088

17,276,580

Repayment of short-term loans and borrowings

43,214,999

47,561,398

37,110,201

392,693,617

29,299,165

174,394,923

Incoming long-term loans and borrowings


Repayment of long-term loans and borrowings
Placed deposits

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

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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

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

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

Short-term and long-term loans and borrowings (incl. interest payable)

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

Proceeds from sales and other income


Oil and gas sales
Proceeds from property lease

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

Costs and expenses


Oil and gas purchases
Logistical services and transportation expenses
Property lease expenses
Processing cost
Other expenses

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

Information on compensations related to key managerial personnel


For information disclosure purposes, key managerial personnel shall include the following positions: President of the Company, Vice Presidents, members of the Board of Directors, members
of the Management Board, members of the Audit Commission, heads of independent structural units (departments and divisions) as well as other officials that possess respective authorities.
Short-term compensations for the key managerial personnel in 2013, including salary, bonuses and severance pay, amounted to RUB 7,951,188 thousand. This amount includes the individual
income tax and contributions to non-budgetary funds.

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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

Proceeds from sales and other income


Oil and gas sales

174,503,936

139,011,675

Petrochemical and petroleum product sales

32,935,266

60,444,723

12,492,887

2,179,918

Proceeds from operations with term transaction financial instruments


Other income

967,956

755,773

220,900,045

202,392,089

Costs and expenses


52,761,114

26,654,291

Logistical services and transportation expenses

Oil and gas purchases

156,263,468

194,653,165

Customs duties

945,608,526

1,273,993,137

Property lease expenses


Expenses related to operations with term transaction financial instruments
Other costs

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

Repayment of short-term loans and borrowings

62,350,156

281,803,940

129,328,200

Incoming long-term loans and borrowings


Repayment of long-term loans and borrowings

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

Granted guarantees and securities

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

Accounts receivable, incl.

21,637,443

31,983,074

long-term receivables

1,906

9,496,187

17,146,958

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

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

Short-term and long-term credits and loans (incl. interest payable)

100,118,033

124,343,528

115,141,319

144,358,406

2012

2013

Entities involved in joint activities


There are no transactions with companies involved in joint activities with Rosneft for the period of 2012-2013.
Other related parties
Other Related Parties include the non-state pension funds and insurance companies serving the interests on the Companys employees.
Table 40. Information on transactions with other related parties (in RUB thousand)

Proceeds from sales and other income


Oil and gas sales

227,439

72,181

403

299,620

403

Insurance-related expenses

915,219

445,052

Expenses under non-state pension provision agreements

311,080

343,964

1,226,299

789,016

Other income

Costs and expenses

rosneft

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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:

Net income for the reporting year


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

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rosneft

General Information
about Rosneft

Date of state registration and registration number of Oil Company Rosneft:

Date of state registration of the

Company as alegal entity: December


7, 1995;

Number of State Registration Certificate


of the Company: 024.537;

Date of entry in the Uniform State

Register of Legal Entities about alegal


entity established prior to July 1, 2002:
August 12, 2002;

Series and number of Certificate of Entry


in the Uniform State Register of Legal
Entities about alegal entity established prior to July 1, 2002: Series 77
No.004856711;

Primary State Registration Number

under which entry about establishment of the Company is made in the


Uniform State Register of Legal Entities:
1027700043502.
Constituent entity of the Russian
Federation in whose territory the
Company is registered: Moscow.

rosneft

Main types of operations of the


Company: 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 derivatives.
Pursuant to Decree of the Government
of the Russian Federation dated August
20, 2009, No. 1226-r, Rosneft has been
included into the list of strategic enterprises charged with implementation of
uniform public policy in those branches
of economy where such entities operate.
Pursuant to Decree of the President of
the Russian Federation dated May 21,
2012, No.688, Rosneft has been included into the list of strategic enterprises
and strategic joint stock companies.

General Information about Rosneft|Annual Report 2013

287

Glossary

2D seismic aseismic survey which


produces atwo-dimensional image of
the subsurface.
3D seismic aseismic survey which
produces athree-dimensional image of
the subsurface.
Associated petroleum gas (APG)
anatural gas found with oil, either
dissolved into it or as acap of free gas
above it. APG contains significant quantities of ethane, propane, butane and
other saturated hydrocarbons. APG can
be utilized in two areas:
a) energy to produce power for oil
field purposes
b) petrochemistry refined to produce
dry gas (supplied to main pipeline),
natural gasoline, natural gas liquids and
liquefied gas for domestic consumption.
bbl barrel (1 bbl = 0.134 metric tons)
boe barrels of oil equivalent. Boe is
ameasurement of gas by its thermal
equivalent in barrels of crude oil.
Condensate light hydrocarbons
produced with natural gas. Condensate
condenses into aliquid at normal temperatures and pressures.
EBITDA earnings before interest, taxes, depreciation and amortization.
ESP electric submersible pump.
Industrial accident
a) destruction of aconstruction and/or
technical equipment used at ahazardous facility, uncontrollable explosion
and/or release of hazardous substances;
b) dangerous man-caused incident creating at afacility, on acertain territory or
in water zone athreat to life and health
of people, leading to destruction of
buildings, constructions, equipment and
vehicles, affecting operating and transportation processes as well as causing
damage to environment.

288

Annual Report 2013|Glossary

Industrial incident afailure or damage


of atechnical device, used at ahazardous production facility, abnormal
operation, violations of the provisions of
the Federal Law # 116-FZ on Industrial
Safety of Hazardous Facilities, other
federal laws and regulations of the
Russian Federation, as well as regulatory
technical documents, prescribing work
rules at ahazardous facility.
Inhibition the action of treating pipelines with chemicals (inhibitors) to slow
down metal corrosion.
Inorganic capital expenditure capital
expenditure on acquisitions. Lost time
injuries rate is calculated in accordance
with the OSHA (Occupational Safety and
Health Administration) regulations as the
total number of injuries (including fatalities) relative to the total time worked,
multiplied by 200,000.
Net debt long-term and short-term
debt less cash and cash equivalents.
Organic capital expenditure capital
expenditure excluding acquisitions.
Possible reserves reserves that may
exist but are less well-defined by well
control than probable reserves. Possible
reserves include:
a) reserves based on log interpretation
and other evidence of hydrocarbon
saturation in zones behind the pipe in
existing wells
b) possible extensions to proven and
probable reserve areas where indicated
by geophysical and geological studies
c) those to be recovered by enhanced
recovery methods where data is insufficient to classify the reserves as proven
or probable.
Probable reserves reserves that are
based on reasonable evidence of producible hydrocarbons within the limits of
astructure or reservoir above known or
inferred fluid contacts. They have been

defined to alesser degree of certainty


than proven reserves because of limited
well control and/or the lack of definitive
production tests.
Proved reserves estimated quantities
of crude oil, and/or natural gas which,
based on geological and engineering
data, with reasonable certainty, can be
recovered in the future from known
reservoirs under existing economic and
operating conditions.
PRMS Petroleum Resources
Management System, formerly Society
of Petroleum Engineers (SPE); amethodology that provides areflection of
the total resources available to be
managed over the whole life of afield.
PRMS guidelines rely to alarge extent
on continuity of reservoir geology rather
that production.
Remediation the action of removing
pollution or contaminants from soil,
groundwater, sediment or surface water
to protect public health and the environment or from abrownfield site intended
for redevelopment.
Reserve replacement ratio ratio of
total proven reserves added in agiven
year to that years production.
ROACE return on average capital employed. This is calculated as the ratio of
net income to average capital employed;
average capital employed is calculated
as the average sum of total shareholder
equity, minority interest, long-term and
short-term debt at the beginning and
end of aperiod.
SEC the U.S. Securities and Exchange
Commission. The standard for proven
reserves requires that continuity of production be demonstrated.
SEC LOF (life of field) our total proved
reserves are quoted according to SEC
criteria taken to the economic life of the
field rather than license expiration.

rosneft

Abbreviations

mln million

2P (reserves) proved and probable


(reserves)

mmbbl million barrels


mmb/d mln barrels per day

3P (reserves) proved, probable and


possible (reserves)
APG associated petroleum gas

mmboe million barrels of oil equivalent


mmboe/d mln barrels of oil equivalent
per day

HSE health, safety and environment


mmcm million cubic meters
LOF life of field
RUR rouble
OGP The International Association
ofOil and Gas Producers
PRMS Petroleum Resources
Management System

sq. km square kilometer


th. thousand
tons/d tons per day

SEC US Securities and Exchange


Commission

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

Glossary|Annual Report 2013

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

IFRS Auditor of the Company:


LLC Ernst & Young
77 Sadovnicheskaya Embankment,
Bldg. 1, Moscow, 115035, Russia
Telephone: +7 (495) 705-97-00;
+7 (495) 755-97-00
Facsimile: +7 (495) 755-97-01
RAS Auditor of the Company:
LLC Ernst & Young
77 Sadovnicheskaya Embankment,
Bldg. 1, Moscow, 115035, Russia
Telephone: +7 (495) 705 9700;
+7 (495) 755 9700
Facsimile: +7 (495) 755 9701
Registrar of the Company:
LLC Reestr-RN
2/6, Podkopaevsky sidest , bldg. 3-4,
Moscow 109028, Russia
Telephone: +7 (495) 411-79-11
Facsimile: +7 (495) 411-83-12
E-mail: support@reestrrn.ru
Website: www.reestrrn.ru
GDR Depositary:
J. P. Morgan
Moscow Office:
10, Butyrskiy Val, Bldg. A, 13th Floor,
Moscow, 125047, Russia
Telephone: +7 495 967 7113
London Office:
25 Bank Street, Canary Wharf, 17th Floor,
London E14 5JP, UK
Telephone: +44 207 134 5518
Website of the Company:
Russian Version: www.rosneft.ru
English Version: www.rosneft.com

Annual Report 2013|Contact Information

rosneft

www.rosneft.com
292

Annual Report 2013|Glossary

rosneft

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