A regular meeting of Rosneft’s Board of Directors took place in Moscow on April 26, 2005.

The Board set the date for the annual meeting of shareholders, June 24, 2005. The shareholders are to approve the annual report, annual financial statements (including the income statement), distribution of 2004 profits, the rate, deadline and method of payment of 2004 dividends, and to elect the company’s Board of Directors, the audit committee, and approve the auditor.

The Board decided to recommend that the annual meeting of shareholders pay 1,755.28 million rubles in dividends for 2004. This totals 10% of net profits, estimated at 17,552.86 million rubles.

The Board also decided to recommend that the Rosneft shareholders’ meeting approve the following composition of the Board of Directors:

• Sergei Oganesyan, Director of the Federal Power Engineering Agency;
• Igor Artemyev, Director of the RF Federal Antimonopoly Service;
• Sergei Naryshkin, Director of the RF Government Staff;
• Igor Sechin, First Deputy Head of the Presidential Administration;
• Yuri Medvedev, Deputy Head of the Federal Property Management Agency;
• Oleg Gordeev, Deputy Director of the Federal Energy Agency;
• Andrey Reus, Deputy Minister of Industry and Energy;
• Sergei Bogdanchikov, Rosneft President;
• Kirill Androsov, Head of Department of the RF Ministry of Economic Development and Trade;

The Board proposed that CBA Consulting Firms Association be appointed as auditor to examine Rosneft’s 2005 financial statements.

Rosneft’s charter capital currently totals 90,921,740 rubles and is divided into 90,921,740 common shares with a par value of 1 ruble each. The company is 100%-owned by the state, represented by the Federal Property Agency.