Russia / CIS Region: Oil and Gas Overview

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1 Particularly active in high-end corporate work for Chinese companies in the Russian market Legal 500 EMEA 2013 Enthusiastic client endorsements, noting above all the impeccable response time and the excellent quality-to-price ratio (Russia) Chambers Global 2010 Fantastic reputation in the oil and gas sector (Russia) Legal 500 EMEA 2009 #1 for oil and gas for mandates won for project finance Infrastructure Journal Full Year 2012 League Tables Very fine oil and gas practice Chambers UK 2013 Russia / CIS Region: Oil and Gas Overview Vinson and Elkins ( V&E ) has represented numerous national and international companies within Russia,, Turkmenistan, Uzbekistan, Azerbaijan, and other republics of the former Soviet Union, on a multitude of local and international oil and gas-related transactions. V&E's Russia/CIS practice group is comprised of Russian, European and American lawyers, many of whom are fluent in both English and Russian. The members of the Russia/CIS practice group have extensive experience in all types of oil and gas-related transactions including capital-raisings and reserve-based lending and the development of major energy projects. They are particularly strong in the upstream arena, having advised clients on the acquisition, development, financing and/or disposal of upstream assets in virtually every material basin in the region. Representative Experience: Clearly one of the premier legal firms in the exploration and production sector (UK) A U.S. oil company in connection with the US$7 billion divestiture of oil and gas properties in Azerbaijan, Brazil and the Gulf of Mexico Legal 500 EMEA 2013 Well-respected in the market, particularly in downstream oil and gas deals in the Caucasus region The project company and its sponsors in connection with the US$4.4 billion financing for the expansion project of the largest oilfield in and providing initial advice on potential multi-billion dollar financing of a further expansion (Nabil Khodadad) Chambers UK 2014 Excellent on nuts-and-bolts oil and gas projects Chambers UK 2014 An Asian financial investor in connection with a US$4 billion+ investment in a global exploration and production business, including Russia-related assets Various bidders in connection with the acquisition of Petro, Inc., valued at US$4 billion The project company and its sponsors in connection with the US$3.6 billion financing for its trans-border (Azerbaijan-Georgia-Turkey) oil pipeline project; named "Deal of the Year" by Project Finance International, Infrastructure Journal, Project Finance and IFLR 2012 A state-owned oil company and an Asian investor in connection with the construction and financing of the approximately US$2.5 billion Mubarek petrochemicals project in Uzbekistan

2 A Chinese company in connection with the approximately US$2.4 billion Sino-Russian Crude Oil Pipeline project, involving construction of a mile pipeline to bring Siberian crude oil to north-eastern China A Japanese trading company in connection with potential multi-billion dollar crude offtake agreement with Russian oil and gas company An affiliate of a large Russian oil and gas company in connection with the proposed syndicated multi-billion dollar financing for the intended acquisition of certain assets of Yukos, a major Russian oil and natural gas company Oman Oil Company S.A.O.C. in connection with the US$1.2 billion acquisition of an interest in MOL Hungarian Oil & Gas Plc in exchange for a package of upstream and pipeline assets in Russia and A majority shareholder in a large Russian oil and gas producer in connection with the US$1 billion+ sale of a 5 percent block of shares to a Luxembourg securitisation company A publicly-held Brazilian independent oil company in connection with the US$1 billion transfer of concession rights in 21 exploratory blocks in the Solimões basin covering 48,500 square kilometres to a Russian oil major OAO NOVATEK in connection with its disposal of 49 percent of its subsidiary, Terneftegaz, the holder of the license to develop the Termokarstovoye gas and condensate field in Northern Russia, to France's Total. The transaction also involves the negotiation of joint venture arrangements for the subsequent development of the field. Overall investment in the project is estimated at around US$1 billion OAO NOVATEK in connection with their US$950+ million Listing on the Main Market of the London Stock Exchange of the GDRs based on the ordinary shares of OAO NOVATEK A majority shareholder of the largest Russian independent natural gas production company in connection with a proposed sale of a blocking stake to a major French oil and gas company for approximately US$900 million Azerbaijan (ACG) Ltd, a subsidiary of the State Oil Company of the Azerbaijan Republic, in connection with a US$750 million loan facility arranged by BNP Paribas to finance its share of investment in the Azeri, Chirag, and deepwater Gunashli offshore oil and condensate fields; named "European Oil and Gas Deal of the Year" for 2006 by Project Finance magazine OAO NOVATEK in connection with the US$650 million purchase of a 51 percent stake in Yamal LNG, the holder of the subsoil license to South- Tambeyskoye gas field in northern Russia, one of the world's largest gas fields One of China s largest state-owned petroleum and petrochemical companies in connection with a US$615 million bid for an interest in the Kashagan oil field in the sector of the Caspian Sea Occidental Petroleum Corporation, a U.S. oil company, in connection with the US$485 million sale to TNK-BP of a 50 percent interest in joint venture company Vanyoganneft EBRD in connection with the US$350 million financing of LUKOIL's and the State Oil Company of the Azerbaijan Republic's investments in the Shah Deniz Gas Field and the South Caucasus Gas Pipeline A Russian gas producer in connection with two loan agreements with a western lender valued at over US$300 million, whereby the loans were then syndicated through a credit linked note structure A consortium of European companies in connection with the negotiation and implementation of a US$200 million project finance transaction (total project cost US$360 million) to develop the South Shapkinskoye oilfield in the Komi Republic of the Russian Federation EBRD, the IFC and the OPIC in connection with the US$200 million project financing in Russia for Polar Lights Company, a crude oil producer at the northern fields of the Timan-Pechora oil and gas province

3 Nations Energy Company Ltd. in connection with a US$200 million secured pre-export loan facility arranged by CSFB International with respect to production from the Karazhanbas oil field in A German joint stock company in connection with an international private placement of shares to finance development and operation of several major gas fields in Yamalo-Nenets region of Russia Power Mighty Limited (BVI), an indirect subsidiary of Polytec Assets Holding Limited, a Hong Kong listed company, in connection with the US$139.6 million acquisition through its subsidiaries of all the shares of Caspi Neft TME, a company owned by chapter 11 debtors, that holds oil and gas production rights and assets in and intercompany debt owed by Caspi Neft TME A shareholder of a Russian oil company in connection with the increase, amendment and extension to a revolving project finance US$65 million loan from EBRD A U.S. intermediary in connection with structuring a US$60 million financing for oilfield loping units under the Russian Framework Agreement to enhance the recovery of oil. The financing was made by a large U.S. bank and guaranteed by the Ex-Im Bank China Petro-Chemical Corporation in connection with the proposed purchase of liquefied natural gas from the Sakhalin II project in Russia A large Asian energy company in connection with the proposed acquisition of 100 percent of the shares of a Dutch company owning a controlling interest in a Russian company with interests in oil fields in Russia Several independent and publicly-held oil and gas companies in connection with establishing joint ventures with Russian production associations, joint stock companies, and other Russian entities to develop oil fields in the far north, western Siberia, Tatarstan, the far east, and the Perm regions of the Russian Federation including matters of various licenses, transportation and export financing, corporate reorganisation, and corporate financing A Cypriot company, which owns oil and gas assets in Russia, in connection with a US$32.5 million acquisition of 100 percent of shares in a medium-sized Russian oil company having oil fields on Kolguyev Island in Russia, from subsidiaries of LUKOIL Oil Company A U.S. investor in connection with the multimillion dollar acquisition and management of two Russian oil companies holding subsoil licenses and engaged in oil and gas exploration and production activities in the Perm Region and Komi Republic OAO NOVATEK, Russia's largest independent gas producer, in connection with the sale of a 19.9% equity stake to Gazprom A western investor in connection with the acquisition and financing of an upstream oil field project in the Yamalo-Nenets region of Russia The sellers in connection with the sale of three subsidiaries holding exploration licenses in the Tyumen region, in Russia to Sibir Energy Plc, a company listed on the Alternative Investment Market of the London Stock Exchange A Russian company, FinEx Plus, in connection with the auction sale of two subsidiaries holding a highly prospective exploration and production licence (oil/condensate) in the Yamal-Nenets region of northern Russia Fisher-Rosemount Systems, Inc. a subsidiary of Emerson Electric Co. in connection with the sale of process controls systems and related goods to a major Russian oil company Goldman Sachs in connection with sale of Urengoy Geo Resurs, which holds Russian exploration and production licenses An international energy company in connection with the acquisition of a drilling rig and the formation of a drilling company to drill in the Caspian Sea

4 Lime Rock Partners, a U.S. private equity group, in connection with the proposed significant investment in the Russian oil and gas sector A major U.S. drilling company in connection with the proposed acquisition of a Russian drilling company An international energy company in connection with an exploration and production investment in Russia A major international petrochemical company in connection with setting up business in Russia including preparation of corporate documents for the Russian subsidiary, implementation of the management structure and drafting and negotiating tolling agreements A public company in connection with the exchange of its ownership interests in a Russian oil producing company for publicly traded U.S. securities in an independent oil and gas company The Finnish state oil and chemical company in connection with the partial privatisation of the Finnish natural gas business through the formation of Gazum Oy, a Finnish company that is owned 75 percent by Neste Oy and 25 percent by Gazprom, the large Russian gas company One of the largest Russian gas producers in connection with the proposed private placement of securities and proposed Eurobonds issue A German joint stock company in connection with the private investments in Russian oil and gas companies A Nordic/Russian joint venture in connection with the implementation of a project involving the construction and operation of a new gas transportation route between Russia and Europe The purchaser in connection with a large greenfield LNG project in Northern Russia A large Japanese utility in connection with the negotiation of a master sale and purchase agreement for LNG with a large Russian energy company An investment company in connection with establishing a joint venture to develop adjacent oil fields in Russia A U.S. oil company in connection with the operations of its Russian joint venture with a major Russian oil company including advice on all matters of day-to-day operations of the joint venture, including tax investigations, commercial disputes and criminal investigations on the alleged over-production of oil A limited liability company in connection with the structuring and formation of a joint venture in Russia of to apply for an oil field geological research license and to conduct geological research of the oil fields once the subsoil license is granted UNOCAL Corporation in connection with the potential acquisition of shares of Triton-Vuko Energy Group, Ltd., whose principal assets are oil and gas properties in Russia and Oman Oil Company S.A.O.C. in connection with the sale to the Russian Government of a 7 percent shareholding in the Caspian Pipeline Consortium, a consortium of Governments and international oil companies which developed, own and operate the 1,500 - kilometre pipeline from the oilfields of western to a delivery port on the Russian Black Sea coast A Scandinavian start-up company in connection with the proposed acquisition of a Russian company owning producing oil assets in the Orenburg region The shareholder of OOO Geoilbent, a Russian oil producer, in connection with such shareholder's relations with EBRD, the lender pursuant to the pledge of shares agreement securing obligations of the borrower

5 A leading Russian petrochemical corporation in connection with the proposed joint venture with a gas processing company in relation to the acquisition of equity interests in synthetic rubber plant A European national oil and gas company in connection with contract matters relating to the purchase of natural gas from Russia A major Texas drilling company in connection with the intended acquisition of a Russian drilling company headquartered in the Volga region One of the largest Russian oil field service companies in connection with the acquisition of two Russian well workover companies located in the western Siberia EBRD and OPIC in connection with the Chernogorskoye Field financing, the first project financing of a privately-developed oil field in Russia A major Asian company in connection with the proposed joint venture for construction, operation and marketing of a world scale petrochemical facility in the far east of Russia A leading international natural resource company in connection with several proposed acquisitions of oil and gas and mineral assets and operations in Russia An investment company in connection with the intended sale of a Russian holder of the license to a large oil and gas condensate field in Yamalo-Nenets Autonomous District of Russia Two large Russian oil and gas companies in connection with the formation of joint venture with Shell to bid for a Russian oil company during the privatisation process A consortium of international oil companies in connection with the negotiation of crude oil export arrangements across Russia and Georgia, including transportation and government support arrangements A U.S.-based multinational in connection with its formation of a joint venture for the manufacture of gas field equipment in Russia A Norwegian start-up in connection with the acquisition of oil producing interests in Russia One of the largest Nordic oil companies in connection with its 50 percent interest in a Russian joint venture with the largest Russian oil company for the development and production of the Shapkino area fields in northwest Russia A group of western investors and their Russian partners in connection with the consolidation and restructuring of a group of Russian oil production companies An Asian financial investor in connection with the intended acquisition of bonds convertible into equity, the issuer of such bonds being the holding company of a Russian independent gas producer A Chinese energy company in connection with joint venture arrangements for the development of a petrochemicals facility in Siberia, Russia A large Chinese state-owned oil company in connection with the proposed acquisition of an interest in ZAO "Stimul", a Russian company with interests in oil fields in Russia The seller in connection with the sale of an interest in the largest independent gas producer in Russia to a multi-lateral financial institution The Russian oil services company, Integra Group, in connection with its joint venture with Schlumberger to establish a seismic business within Russia and the CIS ITOCHU Oil Exploration Inc., in connection with the various business and legal matters relating to their acquisition of 3.9% interest of the Azeri, Chirag and deepwater Gunashli offshore oil and condensate fields (ACG) off the coast of Baku, Azerbaijan

6 A UK-listed company in connection with production sharing agreements, farmouts, and various consortium issues relating to an oil and gas exploration and development program in the Republic of Georgia A major western energy company in connection with the development of an oil pipeline project to transport oil from, Uzbekistan, and Turkmenistan to a port on the coast of Pakistan A consortium of international oil companies in connection with the negotiation of crude oil export arrangements across Georgia and Russia including transportation agreements and government support arrangements A number of Chinese oil and gas companies (including Sinopec, China ZhenHua Oil and China National Petroleum Company) in connection with acquisitions and potential acquisitions in the oil and gas sector in High Hopes Resources Ltd, a BVI company, in connection with drafting and negotiating a share purchase agreement with the sellers to acquire all the equity interests in a Kazakh limited liability partnership that owned two petroleum fields in the Aktubinskaya Oblast region in China ZhenHua Oil Co., Ltd. in connection with the acquisitions of Amlon Trading Ltd. and Kuat Holding Company, which have oil and gas assets in China ZhenHua Oil Co., Ltd. in connection with the acquisition of CaspiNeft TME The Government of the Republic of in connection with the successful negotiation of petroleum agreements with two large European energy companies A Chinese oil company in connection with its acquisition by merger of First International Oil Corporation, which indirectly owns several exploration and production sharing contracts in A Chinese state-owned oil and gas company in connection with the acquisition of a company owning oil and gas interests in An international oil company in connection with a proposed pipeline project in to bring gas to Almaty An international oil and gas company in connection with the acquisition of a company with an indirect interest in two oil and gas fields in An Asian energy company in connection with the attempted purchase of half of a UK energy company s interest in the North Caspian Sea Project in Various Chinese petroleum companies in connection with acquisitions of oil and gas interests in, Australia, Côte d Ivoire, Niger, Nigeria, Angola and Morocco A Chinese energy company in connection with two successful acquisitions of companies owning producing oil and gas interests in An Asian oil company in connection with the acquisition of a U.S. company with producing oil and gas interests in The state-owned pipeline company in connection with contracts relating to the Baku-Tblisi-Ceyhan oil pipeline system The leading oil producer in in connection with a propane sale agreement with a leading national petrochemical company A national oil company in connection with production sharing arrangements in A Chinese state-owned oil company in connection with the acquisition of a 50% interest in a joint venture company owning producing interests in

7 A Kazakh state-owned oil company in connection with the joint venture arrangements with Chinese investors for the rehabilitation of the Uzen oil field in A national oil company in connection with the acquisition of a participating interest in the Satpayev Block located in the Republic of One of China's largest exploration and production companies in connection with the Sino- Crude Oil Pipeline For more information, please contact: Natalya Morozova Partner, Moscow nmorozova@velaw.com Nabil Khodadad Partner, London nkhodadad@velaw.com The Chinese state companies in connection with the acquisition of companies and assets in, Saudi Arabia, Algeria, and Ecuador An international energy company in connection with the proposed acquisition of a group of companies holding interests in upstream oil and gas exploration and producing assets in Latvia, Nigeria, Congo (Brazzaville), Angola, Guinea Bissau, Côte d Ivoire and Norway Rob Patterson Partner, Moscow/Beijing (Moscow) rpatterson@velaw.com A global exploration and production company in connection with the formation of an international consortium to construct a natural gas pipeline and a crude oil pipeline from Turkmenistan to Pakistan and India. The consortium included parties representing investors from Turkmenistan, the United States, Japan, Korea, Saudi Arabia and Pakistan Uz-Kor Gas Chemical LLC, a joint venture between Uzbekneftegaz UNG and a South Korean consortium comprising Honam Petrochemical Corp (part of the Lotte Group), Korea Gas Corporation and STX Energy Co Ltd, in connection with of the Surgil gas-topetrochemical Project in Uzbekistan A state-owned holding company of Uzbekistan's oil and gas industry in connection with the development of the Ustyurt petrochemicals project in Uzbekistan Prior results do not guarantee a similar outcome. Please note that some of these matters may have been undertaken by our lawyers whilst they were at previous firms. Vinson & Elkins RLLP Attorneys at Law Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York Palo Alto Riyadh San Francisco Tokyo Washington