TO THE ATTENTION OF SHAREHOLDERS

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1 TO THE ATTENTION OF SHAREHOLDERS of Open Joint Stock Company Surgutneftegas! (Location: Russian Federation, Tyumenskaya Oblast, Khanty-Mansiysky Autonomous Okrug - Yugra, Surgut, ul.grigoriya Kukuyevitskogo, 1, bld. 1) The Board of Directors of OJSC Surgutneftegas notifies shareholders that the Annual General Shareholders Meeting in the form of a meeting (joint presence of shareholders to discuss issues on the agenda and adopt resolutions put to vote) is to be held on June 29, 2012, 10:00 a.m., at the address: ul. Gubkina, 13, Surgut, Khanty-Mansiysky Autonomous Okrug - Yugra, Tyumenskaya Oblast, Russian Federation, Registration of the participants of the meeting starts at 8:00 a.m., June 29, 2012, local time. In order to be registered as participants, OJSC Surgutneftegas shareholders are requested to provide their passports. Shareholders proxies shall have a Power of Attorney entitling them to participate in the meeting. Such Power of Attorney shall be issued in compliance with Paragraph 1, Article 57 of the Federal Law On Joint Stock Companies and Paragraphs 4 and 5 of Article 185 of the Civil Code of the Russian Federation. Shareholders may exercise their right to participate in the meeting by sending completed ballot papers by mail (or delivering them in person) to: ZAO Surgutinvestneft, ul.entuziastov 52/1, Surgut, Khanty-Mansiysky Autonomous Okrug - Yugra, Tyumenskaya Oblast, Ballot papers received by the Company by June 26, 2012 at the latest will be taken into account to determine a quorum of the meeting and count the votes. The date when the list of persons entitled to participate in the Annual General Shareholders Meeting of OJSC Surgutneftegas is compiled is 14 May Agenda of the Annual General Shareholders Meeting: 1. Approval of the annual report of OJSC Surgutneftegas for Approval of the annual accounting statements of OJSC Surgutneftegas, including profit and loss accounts, for Approval of distribution of profit (loss) of OJSC Surgutneftegas for 2011, including payment (declaration) of dividends, approval of the size, form, period, and procedure for dividend payment on shares of each category. 4. Election of members to the Board of Directors of OJSC Surgutneftegas. 5. Election of members to the Auditing Committee of OJSC Surgutneftegas. 6. Approval of the Auditor of OJSC Surgutneftegas. 7. Approval of interested party transactions which may be conducted by OJSC Surgutneftegas in the course of general business activity (as stipulated by Paragraph 6, Article 83 of the Federal Law of the RF On Joint Stock Companies ). 8. Amendments to the Regulations on the Auditing Committee of OJSC Surgutneftegas. Shareholders may review the information (materials) subject to presentation to shareholders while preparing for the annual general shareholders meeting at: ul.entuziastov 52/1, Room No. 152, Surgut, Khanty-Mansiysky Autonomous Okrug - Yugra, Tyumenskaya Oblast, , starting from June 08, 2012, every working day from 09:00 a.m. till 12:30 p.m. and from 14:00 p.m. till 17:00 p.m. Telephone in Surgut: (3462) Shareholders entitled to reduced tax rates, or exemption from corporate profits tax on income in the form of the dividends, shall submit prior to the dividend payout date to OJSC Surgutneftegas the documents confirming the applicability of tax benefit, or exemption from the tax. A list of the documents and documentation requirements stipulating the application of reduced tax rates, or exemption from corporate profits tax on income in the form of the dividends, are available at the website of OJSC Surgutneftegas : The documents shall be submitted to: ul.grigoriya Kukuyevitskogo 1, bld. 1, Surgut, Khanty- Mansiysky Autonomous Okrug Yugra, Tyumenskaya Oblast, , Securities Division of OJSC Surgutneftegas. All the submitted documents shall contain relevant and accurate information and shall meet the requirements available at the website of OJSC Surgutneftegas. Unless the shareholders submit the aforementioned documents within the specified period of time, OJSC Surgutneftegas will apply general taxation procedure to dividends paid to such shareholders. Board of Directors, OJSC Surgutneftegas

2 APPROVED by the Board of Directors of Open Joint Stock Company Surgutneftegas Minutes No. dtd 2012 ANNUAL REPORT OF OJSC Surgutneftegas FOR 2011 Director General V.L.Bogdanov (signature) Chief Accountant A.V.Druchinin (signature) Surgut 2

3 TABLE OF CONTENTS THE COMPANY AND THE OIL AND GAS SECTOR 4 BUSINESS PRIORITIES 10 KEY RISKS RELATED TO THE COMPANY S OPERATIONS 12 Industry risks 12 Country and regional risks 15 Financial risks 15 Legal risks 17 REPORT OF THE BOARD OF DIRECTORS OF OJSC SURGUTNEFTEGAS ON THE COMPANY S PERFORMANCE AND BUSINESS PRIORITIES DEVELOPMENT 19 PROSPECTS Production operation Resource policy 19 Oil and gas production 25 Oil refining and gas processing 31 Sales of petroleum products 35 Power generation 38 Research and technology 40 R&D profile 40 Innovations 41 Information technologies 43 Social responsibility 47 Environmental industrial safety 47 Personnel development 53 Charity and social activities 57 CORPORATE GOVERNANCE AND SECURITIES 66 The Company s compliance with the Code of Corporate Behavior 66 Board of Directors 66 Individual executive body 67 Remuneration paid to the Company s executive bodies and 67 members of the Board of Directors Report on declared dividend payments 68 ADDITIONAL INFORMATION 69 A list of the Company s transactions carried out in the reporting 69 year The energy resources utilized by the Company 70 3

4 Full Company name Open Joint Stock Company Surgutneftegas Address: ul.grigoriya Kukuyevitskogo 1, bld. 1, Surgut, Khanty-Mansiysky Autonomous Okrug - Yugra, Tyumenskaya Oblast, Russian Federation, Representative office Moscow representative office of Open Joint Stock Company Surgutneftegas Address: ul.myasnitskaya 34, Moscow, Russian Federation Representative office Saint Petersburg representative office of Open Joint Stock Company Surgutneftegas Address: ul.podkovyrova 37, St. Petersburg, Russian Federation Representative office Yakutsk representative office of Open Joint Stock Company Surgutneftegas Address: ul.ordzhonikidze 36, Yakutsk, Republic of Sakha (Yakutia), Russian Federation 4

5 THE COMPANY AND THE OIL AND GAS SECTOR Development trends in the sector in the reporting year In 2011, the global economy continued its recovery although the revival of the economic growth is still unstable. The global economy grew by 3.8% against 5.2% in 2010, with both developed and developing countries affected by the slowdown. While China and India remained the driving forces behind the growth of global GDP, Brazil lost this status. Emerging markets mostly demonstrate fast economic growth but there is a growing concern about the overheating of some of these economies due to increasing inflation. Many advanced economies continue to show relatively weak growth limited by high unemployment rates, poor financial conditions, and the concern about the future of the national budget and the financial sector. A number of European countries are facing serious difficulties as a result of the outstanding debt problems. The Arab revolutions and instability involving Syria and Iran amplified the fluctuations in the global oil supply and demand even more: the increase in the global oil demand in 2011 was a mere third of the 2010 figure (1% vs. 3%, respectively). Prices for most exchange commodities in 2011 went down on the back of a weaker world demand. On the contrary, crude prices were pushed up, mainly by geopolitical risks: the annual average Brent price soared by 40% to 111 USD/bbl; the average Urals price, by 39% to 109 USD/bbl. In 2011, price volatility remained quite high: minimum Brent price was 93.7 USD/bbl and maximum price was USD/bbl. Higher oil prices and the growing demand led to an increase in hydrocarbon exploration all over the world. In 2011, global oil reserves increased by 7 bn tons (+3.2%) to 223 bn tons. The top ten countries with the largest oil reserves were the same; their share in the world reserves remained at the same level (85.3%), with Saudi Arabia still leading the field. Global production in 2011 totaled 3.6 bn tons of crude oil, which is slightly less than in the previous year. Global production of liquid hydrocarbons amounted to 3.9 bn tons, including liquid hydrocarbons from gas processing. Just like before, 5

6 ten oil producing countries account for more than 63% of the global crude production. Despite the production decline in Libya by 70%, OPEC increased its oil output by 11 mn tons, although the available OPEC production capacity decreased to 3.8 mn bbl/day in The output from the North Sea continues to fall, with UK and Norway fields suffering from the largest decline. The world gas demand in 2011 rose by 3%. In the year under review, global gas reserves increased by 1.5% to 191 tn cub m, with Iran, Indonesia, and the USA demonstrating the highest growth in gas reserves (mostly thanks to shale gas). The top ten countries with the largest gas reserves remained the same; their share in the global gas reserves at 2011 end exceeded 79%. Russia is still the first in the world in terms of gas reserves: it accounts for over 25% of the world reserves. Gas production in 2011 totaled 3.1 tn cub m. The rate of production growth has slowed to 3% compared to 5% in The USA (+40 bcm), Qatar, Russia, Turkmenistan, and China were the leaders in production growth. The accelerated growth in shale gas production in the United States was the key contributor to the record-high increase in gas output in this country. Natural gas prices in 2011 continued their recovery but are still below the pre-crisis level. Demand for all sources of energy is on the rise, though the share of fossil fuels in global energy consumption has been gradually (yet slowly) shrinking. Renewable energy growth is driven by subsidies granted for alternative energy projects by governments of different states (US, EU, China). Alternative sources of oil are gaining wider presence in total fuel production. The development of shale oil fields is currently gaining momentum in the United States. According to some estimates, by the end of this decade its output may grow by 25%, to approximately 2 mn bbl/day. An increasing number of companies acknowledge the potential of this market and start investing more heavily in unconventional oil sources. Oil sands production also has great potential and sees higher rates year on year in Canada. Russia leads the world in crude output. In 2011, crude and gas condensate production amounted to mn tons, up by 6.3 mn tons from Rosneft and Surgutneftegas were the major contributors to the production growth. As in the previous year, Eastern Siberia and Far East projects became the key growth drivers 6

7 adding 8.5 mn tons (+17.8% to the 2010 level). Non-VIOC companies also contributed to higher output by increasing their production in 2011 by 3.2 mn tons (+7.7%). At the same time, the output in 2011 grew more slowly compared to the previous year (1.2% against 2.2% in 2010). Lower production growth is mostly due to natural depletion of major fields coupled with higher costs of production and poorer quality of new reserves. Above all, it affects the key producing regions, including Western Siberia which brings almost 60% of oil produced in Russia. The number of fields put on stream in 2011 was also on the decrease: 16 fields in Russia compared to 23 fields the year before. The share of new fields in the total Russian output was down to 7.7% (8.2% in 2010), which is another proof that the quality of new reserves is getting poorer. Meterage drilled by Russian oil companies in 2011 was 18,742 thousand m (+8.8%). As a result, the number of wells brought on stream in 2011 went up by 5.9% to 6,146 wells. At the end of 2011, the number of oil producing wells in operation increased slightly to thousand wells (+0.6%). The companies continue optimizing the structure of their well stock; as a result, the number of idle wells in the industry decreased by 937 wells (-3.8%) to 23.5 thousand wells. Over the last years, transport infrastructure has undergone a rapid development. In 2011, the Purpe-Samotlor pipeline came onstream; the first oil was delivered by pipeline to China; the Baltic Pipeline System-2 project approached its final stage; the construction of the Zapolyarye-Purpe pipeline was approved for financing. Russia is the second largest exporter of crude oil in the world accounting for 12% of the international oil trade. Most of the Russian hydrocarbons are supplied to Europe where Russia has a 30% market share. In 2011, crude supplies to non-cis countries decreased by 3.9% to mn tons due to a decline in supplies to Europe. However, the ESPO pipeline made it possible to increase export supplies to the Asia-Pacific Region to 30 mn tons, with supplies to China many times larger than before because the Skovorodino - Daqing pipeline received the first oil after the Chinese section was commissioned. Exports to CIS countries went up by 3.6 mn tons (+13.7%) to 29.9 mn tons, primarily driven 7

8 by a 40.8% increase in supplies to Belorussian refineries. In total, Russia exported mn tons in 2011, which is 2% less than in the previous year. Russian refineries increased the volume of primary crude oil distillation: crude oil refining and condensate processing in 2011 reached mn tons, which means that Russia refines more than half of the produced oil. In 2011, oil was refined by 29 major refineries and several dozens of mini refineries in Russia. As in the previous year, the oil conversion ratio in 2011 decreased slightly to 70.8% vs. 71.1% in Diesel fuel and fuel oil still account for a large share in the output mix: their production in 2011 rose to 73.3 mn tons (+4.9%) and 70.6 mn tons (+0.3%), respectively. The bulk of these petroleum products is exported as fuel and feed stock for further processing. Gasoline production reached 36.6 mn tons (a 1.7% increase) but this growth was not enough to meet the needs of the domestic market. Despite the protective export duties, there were times when the regional markets experienced the shortage of gasoline. Over the last years, higher quality of gasoline reflected a positive trend in the industry. As a result, high-octane gasolines accounted for 89.6% in the total gasoline output in 2011 compared to 84.8% in the previous year. During the year, the country produced 9.3 mn tons of jet kerosene (+2.3%). The domestic consumption of jet kero was at an all-time high: air transportation in Russia has expanded significantly, which led to the shortage of this product on the domestic market in late In recent years, the government has been paying closer attention to the Russian refining sector, in particular, to the quality of the product output. This led to the applicable Technical Regulations on oil products, differentiated excise duties on gasoline and diesel fuel based on their environmental class, and more stringent control over refineries upgrades. As a result of these processes, oil companies increased their investments in re-equipment of their production facilities. In 2011, the industry made a transition to a new model for calculation of export duties equalizing duty rates for light and dark oil products (the system), which also provides for an increase in export duty rates for dark oil products to 100% of the crude oil duty from The duty rate on mogas was increased (90%) to restrict the export of mogas which was in deficit in As a result, gasoline export in 2011 remained limited (less than 3.1 mn tons), diesel fuel 8

9 export decreased from 40.6 mn tons to 35.4 mn tons, and fuel oil export was at the same level (71.7 mn tons). In 2011, Russia produced bcm of gas (+3.3%) setting a new record after the breakup of the Soviet Union. NOVATEK, the second largest gas producer in Russia, was leading the upward trend. PSA operators also did well (+8.3%) whereas Gazprom increased gas production by 0.2% only, which is well below the general industry performance. Vertically integrated oil companies boosted gas output by 9.2% bringing their share in the total gas production from 10.7% in 2010 to 11.4% in Gas production by oil companies totaled 78.1 bcm, including 58.9 bcm of associated petroleum gas (APG). APG utilization remains one of the most sensitive issues for vertically integrated oil companies: while APG production grows, the level of its value-added use at year end dropped to 76%. In search of lower transit risks, the industry continues expansion of gas transport infrastructure. In 2011, the first line of the Nord Stream gas pipeline connecting Russia and Germany through the Baltic Sea was commissioned with a throughput of 27.5 bcm/year. The commissioning of the second line which will double the pipeline throughput is scheduled for October Export supplies of Russian gas in 2011 increased by 6.7%; supplies to the domestic market, by 2.9%. Therefore, the main development trends in the oil and gas industry in the reporting year were: higher hydrocarbon prices; increased oil and gas production; increased exploratory and development drilling; continuing development of transport infrastructure; expanded Russian presence on the Asia-Pacific market and increased oil supplies to China. The Company among its peers OJSC Surgutneftegas is the fourth largest oil producing company in Russia. In 2011, the Company increased crude oil output to 60.8 mn tons, which is more than 12% of the domestic oil production. Gas production totaled 13.0 bcm (more than 20% of all gas produced by Russian vertically integrated oil companies). 9

10 In 2011, the Company increased production by 2.1% (outperforming an industry average) and commissioned 5 new fields. The Company pioneered the full life-cycle for APG processing and APGbased energy production in Russia. As a result, for many years Surgutneftegas has maintained the highest ratio of associated petroleum gas utilization in the sector, which reached its record high of 97.8% in Traditionally, Surgutneftegas is far ahead of its industry peers in terms of development and exploratory drilling. In 2011, development drilling amounted to more than 4,530 thousand m (or over 25% of the meterage drilled in the sector); exploratory drilling, to thousand m (or 29% of exploratory drilling in Russia). Accordingly, the Company accounts for over 46% of all exploration wells constructed in Russia. The Company has the smallest number of idle wells. The share of idle wells in the total operating well count was 6.8% at year end. For years, Surgutneftegas has kept the ratio of idle wells below 10%. Refining throughput at LLC KINEF, the Company s refinery, amounted to 21.1 mn tons, or 8.2% of the domestic throughput. The refinery is the largest one in Russia in terms of throughput. Annually, the Company maintains 100% utilization of its capacities. The Company s marketing units, with their network of 298 fuel stations, are leaders in the north-west of Russia. In 2011, the Company sold 1,600 thousand tons of oil products. 10

11 BUSINESS PRIORITIES Oil and gas production: to replace and improve the quality of mineral resources on an expanded scale through geological exploration in existing license areas and acquisition of new promising areas; to develop and apply innovative solutions and introduce advanced field development technology and equipment in order to enhance efficiency of oil and gas exploration and production; to maintain the existing level of production in the traditional area of operations (Western Siberia), increase crude output in Eastern Siberia, and develop Timano-Pechora extensively; to take a comprehensive approach to gas sector development: to provide for a high utilization level and maximize efficient use of associated petroleum gas; to control costs. Oil refining and gas processing: to improve the quality of products and ensure compliance with Russian and international quality standards; to enhance refining and processing efficiency through modernization and reconstruction of production facilities; to extend the range of products. Marketing: to diversify product supplies by entering new markets and developing Russian transportation infrastructure; to expand petroleum products markets through construction and modernization of gas stations; to boost sales of associated goods and services. Power sector: 11

12 to develop small-scale power generation by expanding in-house generation capacity for reliable power supply to production facilities, efficient utilization of associated petroleum gas, and additional technological and economic benefits; to introduce energy-saving and energy efficient solutions and technology. Social responsibility: to mitigate the environmental impact of production facilities and use natural resources in a responsible and rational way; to assure high industrial and occupational safety standards; to contribute to the social and economic development of the areas where the Company operates; to offer extra social benefits and guarantees for the employees, their families, and retired employees. 12

13 KEY RISKS RELATED TO THE COMPANY S OPERATIONS In the course of its activities, OJSC Surgutneftegas is exposed to different risks, including industry, country, financial, and legal risks, which may adversely affect the Company s operating and financial performance. In line with its operating principles, the Company seeks to minimize the risks under the Company s control and mitigate any negative consequences of the risks in cases when the Company s ability to control is limited. Industry risks The most substantial risks for OJSC Surgutneftegas are industry risks that include the following: changes in prices for the Company s products, materials and services used in the Company s operations, as well as technological and environmental risks related to specific production processes and industry competition. The Company s operating results depend on hydrocarbon market condition to large extent. Lower hydrocarbon prices may deteriorate the Company s financial and economic performance. Crude oil and petroleum products, the source of the Company s primary income, are exchange commodities. The world prices for such commodities are affected by a great number of global economic and political factors including global and regional economic growth, balance between the global and regional demand and supply, geopolitical situation in oil and gas producing regions, as well as development of alternative energy sources. Besides, the pricing environment is vulnerable to long-term market speculations. In 2011, we saw the risk of economic slowdown, especially in euro-zone countries which are the main consumers of the Russian energy resources. Many of them are facing budget deficit and suffering from a heavy debt load. Recently, the credit ratings of some of the countries have been lowered and one may expect the crisis of the banking sector in the euro region. Moreover, such factors as the US budget deficit and risks related to the economy slowdown in China and other oil consuming countries are still a matter of concern. The economy recession may 13

14 bring forth an oil price drop. The current prices for energy resources include a significant premium for political instability in the Middle East region which also may negatively affect oil prices in the future. As for the long-term perspective, the prices can be impacted by development of unconventional oil reserves, advanced technologies, and wider utilization of the alternative energy sources. Currently, we see the continuous investment being made in solar and wind energy projects. Shale oil production technology is under development, which is expected to enable the USA to stop almost all crude oil imports in the near future. Other countries may start developing shale oil as well. The same changes occurred on the North American gas market where the oil prices slumped due to a sharp increase in shale gas production. Prices for crude oil and petroleum products in Russia are set under the influence of the global prices for hydrocarbons and internal factors including, firstly, tax policy in respect of the oil and gas industry and energy resources export regulation. The risk of changes in energy prices is beyond the Company s control. At the same time, Surgutneftegas is quite flexible in terms of target market outlets and its production structure as well as able to optimize operating costs and capital investments in response to continuous price reduction. In case of a short-term drop in oil prices, the Company is financially stable and has sufficient reserves to meet its obligations and maintain the necessary investment level considering industry specific long-term production cycle. Surgutneftegas applies a wide range of materials, equipment and facilities. Therefore, any increase in prices for such products may considerably impact the Company s operating costs. Surgutneftegas is striving to mitigate these risks through tenders for supply of equipment, direct contracts with manufacturers, and long-term contracts with suppliers. Besides, the Company is implementing programs aimed at better use of resources and lower operating costs, which make it possible to reduce materials consumption and enhance energy efficiency of its operations. Expenditures for products and services of natural monopolies account for a significant part of the Company s operating costs; the tariff policy of such 14

15 monopolies can be regulated by the state. Any further increase in tariffs may negatively affect the Company s financial results. The Company is unable to influence the pricing process in these industries, but it mitigates risks by developing in-house facilities with due account for investment effectiveness, including construction of energy supply facilities, communication lines, and data transmission lines. Surgutneftegas is limited in terms of selection of the service companies engaged in transportation of crude oil and petroleum products. The bulk of the Company s products is transported via the main trunk pipeline system of OJSC AK Transneft and ОАО AK Transnefteproduct. Cargoes are delivered by the railway system of OJSC Russian Railways. Underdevelopment of transportation systems in outlying regions, operational failures, and other infrastructure breakdowns and technogenic disasters may result in disruptions and extra costs for supplies of the Company s products, as well as make oil field development more expensive and time consuming. Surgutneftegas is exposed to the risk of increased competition among its peers in terms of access to hydrocarbon fields, pipeline systems, refineries, and markets. The most critical issue for the oil companies is competition for oilfield development and production licenses, which results in reserves and production decline and deterioration of economic efficiency of projects due to higher license costs. Today, this type of risk is becoming more crucial due to reserves deterioration and a decreased number of licenses put up for tenders and auctions for oil fields with proved hydrocarbon reserves. The Company s exploration activities are linked to uncertainty involving probabilistic assessment of quantitative and qualitative characteristics of petroleum reserves, reservoir structure and properties, and a potential failure to discover commercial reserves. These factors may result in additional costs, revision of the projects investment efficiency, and abandonment of unpromising license areas. Complex production processes of reservoir management, oil and gas processing and transportation are fraught with technological and environmental risks. Severe weather conditions of the regions where the Company operates and the need to develop hard-to-recover reserves are driving the growth of these risks. 15

16 However, Surgutneftegas manages to mitigate the impact by strictly adhering to the industry-related requirements and standards, monitoring production facilities, applying cutting-edge techniques and technologies, and improving the competence of personnel in the area of industrial and environmental safety. Country and regional risks The Company carries out its core business in the Russian Federation, and the Company s country risks therefore include political, economic, and social risks existing in Russia. Political risks in Russia depend on changes in the country s foreign and domestic policy and the government s strong impact on the industry, including energy strategy, tariff formation, asset nationalization, or economic liberalization. The economic situation in the country is relatively stable but at the same time high oil price volatility creates significant risks for the Russian budget as its considerable part is formed from oil and gas revenues. Therefore, long-term price reduction may cause budget deficit and deterioration of the country s macroeconomic indicators. The risks connected with worsening of the economic, political and social situation in the regions of the Company s presence may impact its economic performance. Being a responsible operator, Surgutneftegas duly fulfils its obligation on salary and tax payments and other binding payments. As the Company is focused on sustainable and planned development of the territories of its operation, regional risks are considered to be low. Surgutneftegas operates mainly in Western and Eastern Siberia, and its refinery and marketing divisions are located in northwestern and central parts of Russia. Traditionally, the Company does not operate in regions prone to earthquakes or natural disasters. However, hydrocarbons production is carried out in regions with harsh climatic conditions which may adversely affect the Company's performance. Products are exported through ports on the Black Sea and the Baltic Sea, which may be closed because of storms or difficult ice conditions. One may also expect material delivery interruptions to territories with limited access. Financial risks 16

17 Surgutneftegas sells its products on foreign and domestic markets. The Company earns a significant part of its revenue from its operating activities in foreign currency while its production costs are denominated mostly in rubles. In addition, investments in foreign currency form a large part of the Company s financial reserves. Therefore, any fluctuations in the ruble exchange rate create risks for the Company. These risks may to some extent be mitigated through multicurrency investment of the Company s financial reserves and currency risk assessment and accounting when planning its activities. The Company also incurs moderate inflation risk since inflation growth may result in additional expenses and reduction of profits, as well as loss of actual value of its accounts receivable. Although unable to influence the inflation rate, the Company is striving to optimize consequences of inflation risks through regular evaluation of possible price fluctuation scenarios and their impact on the operating activities and investment projects. Moreover, the Company focuses on production cost optimization, tenders, development of in-house and auxiliary services, suppliers diversification, and long-term cooperation with its contractors. Fluctuations in the market interest rates do not have a significant impact on the Company s financial performance since the Company does not raise borrowed funds and finances its activities itself. Changes related to bank interest rates may create the risk of lower rate of return on deposits. To manage the risk, the Company monitors and reviews the current interest rates, implements maturity diversification of its monetary funds, and conducts business transactions at a fixed deposit rate, which results in mitigation of interest risks. The Company also incurs moderate risks of lost profit since most funds are deposited in bank accounts and the Company may earn less profit due to fluctuations in exchange rates and deposit interest rates. Surgutneftegas manages credit risks which mostly affect the accounts receivable via their monitoring and assessment. To this end, the Company takes into account the financial position of the buyers and their credit history, controls the contracting process, and forms reserves for accounts receivable depreciation. The Company s liquidity position remains strong. Surgutneftegas takes a wellbalanced approach to current capital financing and controls planned cash flows and 17

18 payments on a regular basis. The Company s short-term liabilities mainly involve accounts payable. Thus, Surgutneftegas is able to settle its liability in a timely manner, and the value at risk is minimal. The Company does not hedge financial risks but indemnifies some of its assets and transactions against obligation risks. Legal risks The Company s development prospects may be limited by changes in the legal and regulatory system for the oil and gas sector. Such changes may result from major events in the political, economic, and social spheres. The Company s legal risks include risks in the area of exchange, customs and antimonopoly regulation, tax risks, and possible changes in licensing requirements for core operations. Substantial risks for the Company also include changes in the forestry, water, and land law and more stringent environmental regulations. Surgutneftegas earns a significant part of its revenue in foreign currency from foreign trade transactions. Therefore, any changes related to currency control may adversely affect the Company s financial performance. However, the recent initiatives of the Russian Government towards currency control liberalization mitigate these potential risks. The Company is exposed to the risk of possible changes in customs and tax regulation. For example, the decree of the Russian Government dated 1 May 2011 increased the export duty on gasoline (to 90% of the crude oil duty) to boost deliveries to the domestic market, which made gasoline exports less profitable. The taxation system is not stable enough, with various modification options discussed from time to time, which affects the reliability of the Company s plans and estimates. Surgutneftegas closely follows all changes to the customs and tax legislation, evaluates their possible implications, and adjusts its operations as appropriate. The Company runs the risk of increasingly stringent competition law with regard to sales of oil products, which may undermine the performance of the Company s marketing sector. In an effort to develop market pricing mechanisms, 18

19 the Company is taking an active part in trading of oil products on St. Petersburg International Mercantile Exchange. Surgutneftegas operates on the basis of subsoil licenses; therefore, any changes in licensing requirements and procedures may have adverse consequences for the Company. When carrying out its operations, Surgutneftegas complies with the requirements of the applicable law and license agreements, fulfills its obligations to partners, and minimizes the risk of early termination, suspension, or restrictions on subsoil rights, as well as the impact of other legal risks. Moreover, the Company takes part in discussing proposed legislation concerning its business and includes any prospective changes in its plans and estimates. 19

20 REPORT OF THE BOARD OF DIRECTORS OF OJSC SURGUTNEFTEGAS ON THE COMPANY S PERFORMANCE AND BUSINESS PRIORITIES DEVELOPMENT PROSPECTS PRODUCTION OPERATION RESOURCE POLICY Extended reserve replacement creates sustainable growth for the Company. Our unrivalled operational experience in Western Siberia allows us to succeed in reserve replacement in the region and consider it as the basis for future development. Moreover, Surgutneftegas steadily keeps extending its license portfolio and is engaged in geological exploration in Eastern Siberia and Timano- Pechora oil and gas provinces to implement its strategy in terms of geological diversification of production assets. As of the end of 2011, the Company s license portfolio comprised 153 licenses for subsoil use, including 53 licenses for exploration and production, 60 licenses for geological survey, exploration and production of oil and gas, and 40 licenses for prospecting and evaluation of hydrocarbon fields. In the reporting year, the Company carried out geological exploration in 102 license areas within three regions of its operation Western Siberia, Eastern Siberia and Timano-Pechora. In 2011, the Company obtained 6 licenses for the right to produce hydrocarbons, including 4 licenses gained on tender basis and 3 licenses acquired for the fields discovered earlier, and 2 licenses for geological survey, prospecting and evaluation of fields, including 1 license gained within the government contract. Regional breakdown of OJSC Surgutneftegas licenses Region Number of licenses Western Siberia 118 Eastern Siberia 26 Timano-Pechora 9 20

21 To enhance efficiency of prospecting and exploration of hydrocarbon reserves and mitigate geological risks, the Company applies cutting-edge seismic techniques. In 2011, 2D seismic acquisition increased by 30% and reached 6.5 thousand linear km and 3D seismic acquisition grew by 78% to 1.2 thousand sq km. Six wells underwent vertical seismic profile survey. Based on the survey results, 114 sites in 19 structures with 49 mn tons of recoverable oil reserves were prepared for deep exploratory drilling. In the year under review, prospecting and exploration drilling reached thousand meters with 84 wells completed. Due to high quality of exploration works, the exploratory drilling efficiency accounted for over 70%. In 2011, Surgutneftegas discovered 2 oil fields in Khanty-Mansiysky Autonomous Okrug Yugra, as well as 33 oil deposits including 29 in Western Siberia, 3 in Eastern Siberia, 1 in Timano-Pechora and 1 gas-condensate deposit in the Eastern Siberian region. Exploration is a complex production process involving highly qualified personnel and teamwork, as well as innovative solutions and technologies. To support and analyze its exploration activities, in 2011 Surgutneftegas established the Geological Support Center. The mission of the Center is to support and assess the exploration works that have been performed by the Company, estimate hydrocarbon reserves, carry out detailed survey of geological structure of oil fields to determine resource potential of residual oil and gas zones and further design geological and engineering operations to enhance production efficiency. The Company places great emphasis on research and development activities. In 2011, we performed more than 80 appraisal surveys on geological structure of areas and fields, gained expert review of the State Reserves Commission on our reserve estimation reports for 3 oil and gas fields, and submitted materials for on-going estimate of 35 fields. As a result of the activities, in the year under review recoverable C1+C2 oil reserves increment reached 136 mn tons including as much as 95 mn tons of C1 reserves. To this end, commercial reserve replacement allowed the Company to replenish its annual production output by 1.5 times. 21

22 For the last 5 years, the Company has increased remaining recoverable reserves of ABC1 categories by 9% and produced over 300 mn tons of oil. WESTERN SIBERIA Western Siberia remains the key area of the Company s operation. Surgutneftegas is further engaged in exploration activities in the region aimed at stable reserve increment able to replenish current production level. In 2011, exploratory drilling operations reached 150 thousand meters, which translates into almost 70% of total meterage of exploratory drilling. In the reporting year, 52% or thousand meters of total exploratory drilling were performed in Khanty-Mansiysky Autonomous Okrug Yugra. The operations covered 59 license areas including 19 exploration areas. The Company completed 36 wells, discovered 2 fields, the Khoshiplorskoye field and the Logachev field, and 29 new oil deposits at the fields discovered earlier. We are following our program for additional exploration of underlying beds by sidetracking from wells under development due to which 4 oil fields yielded commercial inflow. Thus, the cumulative C1+C2 reserves growth in the Okrug exceeded 93 mn tons. Surgutneftegas owns 8 licenses for the right to use subsoil resources sites within Yamalo-Nenetsky Autonomous Okrug. In the year under review, prospecting and exploratory drilling reached 20.8 thousand meters with 9 wells completed. Surgutneftegas performed field seismic surveys of 990 linear kilometers, as well as office study involving data obtained from the Soimlorsky, Severo-Soimlorsky, Vostochno-Soimlorsky and Maloperevalny license areas. In 2011, prospecting and exploration drilling in other West Siberian regions exceeded 17 thousand meters with 6 wells completed. To keep reserves geological structure current, we carried out reprocessing and reinterpretation of the seismic data of past years, and obtained detailed specification of the structures which had been discovered earlier. In the reporting year, due to the results of exploration activities within a number of license areas, the Company resolved to terminate the right to use subsoil resources earlier and transfer the areas at which further exploration had been found inexpedient to non-licensed stock of areas. 22

23 EASTERN SIBERIA Surgutneftegas owns 26 subsoil licenses in Eastern Siberia. The Company is striving to increase exploration to develop the resource potential of the region and create sound foundation for future production activities. In 2011, prospecting and exploration drilling grew by 14% vs and totaled over 50 thousand meters. Meanwhile, 2D seismic surveys rose by 34% and covered almost 5 thousand linear kilometers and 3D seismic surveys increased by 3.5 times to 840 sq km. Surgutneftegas owns 19 licenses for use of subsoil resources in the Republic of Sakha (Yakutia). In the year under review, prospecting and exploratory drilling within the region amounted to 43.6 thousand meters; 13 prospecting wells and 16 exploration wells were completed. The drilling efficiency reached 79%. The Company carried out 2D and 3D seismic surveys covering 4.8 thousand linear km and 840 sq km, respectively. Besides, 2 wells underwent vertical seismic profile survey. Two new oil deposits were discovered at the Talakanskoye field, 1 oil deposit at the Severo-Talakanskoye field and 1 gas condensate deposit at the Vostochno-Alinskoye field. The cumulative growth of C1+C2 reserves including oil and gas condensate amounted to 41.7 mn tons that is 7.7 times higher than annual crude output in the region. Surgutneftegas owns 5 licenses in Irkutskaya Oblast acquired to explore and produce crude hydrocarbons. In 2011, exploratory drilling meterage reached 6.4 thousand meters. Seismic surveys of the Pilyudinsky, Ichersky, Nizhnenepsky and Rassokhinsky license areas, allowed the Company to ensure increment of prospective oil reserves. The seismic survey program was completed at all Company s licensed areas in the Oblast. In Krasnoyarsky Krai, we own the Studeny and Agapsky license areas. In the reporting year, the Company performed analysis of G&G data and revised seismic profiles of the Studeny license area to make the research more study and discover new oil deposits. As for the Agapsky license area, in 2011 Surgutneftegas covered 100 linear km of seismic profiles being well ahead of the schedule specified in the licensing agreement for seismic surveys. 23

24 TIMANO-PECHORA Timano-Pechora oil and gas province is the Company s promising area. Thus, our main objective for today is to discover, assess and prepare reserves for hydrocarbon production in the area. Surgutneftegas has 9 licenses for use of subsoil resources. In the year under review, prospecting and exploration drilling reached 16.4 thousand meters with 2 wells completed. As the result of its prospecting and exploration efforts, the Company discovered 1 oil deposit. As part of R&D program, Surgutneftegas reprocessed and reinterpreted primary seismic data obtained from the Nenetsky and Korobkovsky license areas and created 3D geological models of 7 productive formations. The Company continued to perform core treatment, feature composition and properties of formation fluids and justify reserve estimate parameters. INTERNATIONAL PROJECTS OJSC Surgutneftegas participates in the project of the development of Junin-6 block located in the Orinoco Oil Belt in the Bolivarian Republic of Venezuela. The Company is the owner of 20 per cent stake in LLC National Petroleum Consortium (LLC NNK ) which promotes interests of the Russian oil companies within JV PetroMiranda established to develop Junin-6 block. Forty per cent of PetroMiranda belongs to LLC NNK and 60 per cent is owned by Corporacion Venezolana del Petroleo S.A., a subsidiary of the state-owned oil and gas company Petroleos de Venezuela S.A. The block is located in the central part of the Orinoco Oil Belt within the territory of sq km and has estimated reserves of bn barrels of recoverable heavy oil. In 2011, the joint venture continued implementing the first phase of the project related to the seismic surveys and design studies. The joint venture was also engaged in preparation of strat well drill sites, at one of which it lunched assembling of a drilling rig at the end of the reporting year. The project participants 24

25 are considering options of oil production acceleration in the northern part of the block to be started in as early as Plans and prospects In 2012, OJSC Surgutneftegas will continue its additional exploration operations in the existing license areas, as well as acquiring new reserves in every region of its presence to expand its license portfolio and ensure long-term sustainability. Prospecting and exploratory drilling is expected to grow by about 4% to thousand meters and the main scope of operations (67%) is to be performed in Western Siberia. 2D seismic surveys are planned to cover over 3.1 thousand linear km. The Company intends to increase detailed 3D surveys by 1.6 times to 1.9 thousand sq km. 25

26 OIL AND GAS PRODUCTION In the upstream sector, Surgutneftegas follows balanced development policy based on complete resource extraction possible and advanced technologies of hydrocarbons production and EOR methods. In the year under review, the Company increased its oil production by 2.1% against the previous year to 60.8 mn tons and produced 13.0 bcm of gas. The investments in oil and gas production amounted to RUB bn with 5.8% of organic investment growth. The remaining increase relates to the 2011 year changes in accounting of sidetracking operations. As for the investment structure, the largest part of investment (85.6%) was made in the core region of Company s operation Western Siberia, 13.7% - in Eastern Siberia and 0.6% - in Timano-Pechora oil and gas province. Crude oil production In 2011, OJSC Surgutneftegas was engaged in development of 60 oil fields including 57 fields in Western Siberia and 3 fields in Eastern Siberia. Over 66% of the total production output come from the Company s ten largest fields many of which are mature, with hard-to-recover reserves and high water cut, which requires secondary and tertiary stimulation as their production rate is declining. However, the Talakanskoye, Severo-Labatyuganskoye and Rogozhnikovskoye fields which have been commissioned recently make a significant contribution to the Company s oil production. We are striving to develop new hydrocarbon reserves on a stable and continuous basis. To this end, in the reporting year, Surgutneftegas commissioned 5 oil fields including the Vostochno-Studenoye, Zapadno-Sukuryaunskoye, Losevoye and Suryeganskoye fields in Western Siberia, and Severo-Talakanskoye field in Eastern Siberia. For five last years, the Company commissioned 13 new oil fields. Oil production in 2011, by field 26

27 Output, Fields thousand tons Fedorovskoye 8,457 Talakanskoye 5,271 Severo-Labatyuganskoye 4,952 Lyantorskoye 4,950 Zapadno-Surgutskoye 3,349 Bystrinskoye 3,235 Rogozhnikovskoye 2,767 Konitlorskoye 2,581 Vachimskoye 2,406 Russkinskoye 2,226 Other 20,587 In 2011, the Company s production increased by 1.2 mn tons mostly due to production growth of 62% in Eastern Siberia. The Company showed minimum decline of production rate (less than 1.5%) for the last 5 years in Western Siberia, a traditional region of its operation, mostly by virtue of expanded exploration drilling scope and various EOR methods. In the year under review, exploratory drilling exceeded 4,530 thousand meters (a 7.9% increase vs. 2010). The Company commissioned 1,403 new oil wells with average daily well flow rate of 26 tons. The Company s drilling divisions which have both extensive experience and developed material and technical base, and are able to perform drilling operations promptly and to a high standard contribute greatly to oil production growth. Thus, in the year under review, 26 drilling crews drilled over 100 thousand m of meterage. The average active well count increased by 4.0% and amounted to 18,668 wells. Inactive well count accounted for 1,372 wells or 6.8% of the operating well stock. In 2011, the Company kept maintaining the stock utilization at high level of due to better efficiency of the operating conditions and methods. As part of efforts to enhance reliability of oilfield and pumping equipment, and introduce new facilities and technologies, in the year under review, average time between maintenance of the Company s producing wells reached 827 days. To enhance oil recovery, we implement workover programs to stimulate productive formation taking into account geological structure and physical parameters of every deposit. In 2011, the Company performed 693 sidetracking 27

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