Rosneft’s Annual General Meeting of Shareholders was held in Moscow on June 19, 2009. Holders of 97.14% of Rosneft shares registered to participate in the meeting.

The 2008 annual report and accounts were approved at the meeting, as well as distribution of Company profit, totaling RUR 141,313.2 mln.

It was decided to pay 14.4% of RAS non-consolidated net profit, or RUR 20,348.5 mln, as dividends on Rosneft shares (RUR 1.92 per one ordinary share). The approved dividend payment is 20% higher than payment for 2007. Dividends will be paid by December 31, 2009.

Shareholders also approved the share-based compensation of independent directors for 2008 as proposed by the Board, and elected the following new Board of Directors:

- Vladimir Bogdanov (Director General of Surgutneftegas);

- Sergey Bogdanchikov (President of Rosneft);

- Andrey Kostin (President and Chairman of the Board of VTB);

- Alexander Nekipelov (Vice-President of the Russian Academy of Sciences);

- Yury Petrov (Head of the Federal Agency for State Property Management);

- Andrey Reus (Director General of Oboronprom);

- Hans-Joerg Rudloff (Chairman of the Board of Barclays Capital);

- Igor Sechin (Deputy Chairman of the Government of the Russian Federation);

- Nikolai Tokarev (President of Transneft).

Shareholders also approved composition of Rosneft’s 5-member Internal Audit Commission, appointed Rosexpertiza as auditor of the Company’s RAS annual financial statements for 2009, and approved new versions of Rosneft’s Charter and provisions on the Annual General Meeting, the Board of Directors, the Management Board, the Company President and the Internal Audit Commission.

Shareholders approved several transactions including agreements, which the Company is implementing as part of Russian-Chinese intergovernmental agreements on cooperation in the oil sector.

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After closing the Annual General Meeting, the newly elected Board of Directors held its first meeting. Deputy Chairman of the Russian Government, Igor Sechin, was re-elected as Chairman of the Board. Yury Petrov (Head of the Federal Agency for State Property Management) and Andrey Kostin (President and Chairman of the Board of VTB) were elected as his deputies.

The Board of Directors also approved composition of the three Board committees, each headed by an independent director: Hans-Joerg Rudloff (Chairman of the Board of Barclays Capital) will be in charge of the Audit Committee, Andrey Kostin (President and Chairman of the Board of VTB) will be in charge of the Personnel and Remuneration Committee, and Alexander Nekipelov (Vice-President of the Russian Academy of Sciences) will head the Strategic Planning Committee.