On December 11, 2006, Udmurtneft (controlled jointly by Rosneft and the China Petroleum and Chemical Corp (Sinopec)) held a general extraordinary meeting of shareholders in Moscow, according to a company statement.

Among other things, shareholders adopted amendments and addenda to the company’s charter, as well as regulations for its board of directors. These documents call for increasing the number of board members from seven to nine individuals. Shareholders dissolved Udmurtneft’s current board of directors ahead of schedule and elected a new board, which, according to previously reached agreements, is made up of five representatives from the Russian side and four from Sinopec.

1. Mikhail Stavsky, Vice President, Rosneft

2. Alexey Bogdanov, Director, Department for Export of Oil and Oil Products, Rosneft

3. Vadim Egorov, Director, Department for Capital Construction, Rosneft

4. Sergey Khotochkin, Director, Department for Property and Corporate Governance

5. Gani Gilayev, General Director, Udmurtneft

6. Vu Minlin, Vice President, Sinopec

7. Chzhai Hueihai, Director, Department of Production and Development, Sinopec

8. Sun Yukhua, Head, HR Department, Sinopec

9. Tsze Veitsyan, Head, Department for Planning and Development, Sinopec

Background information

Udmurtneft was established in 1973. At present, the company is producing over 60% of the oil in the Volga-Ural region of Russia. In 2005, the company produced 5.98 million tons of oil (43.6 million barrels), with daily production standing at 16,400 tons (115,000 barrels). As of December 31, 2005, Udmurtneft’s proved reserves stand at 78.4 million tons (551 million barrels), proven and probable reserves — at more than 131 million tons (922 million barrels) of oil equivalent, as estimated by DeGolyer and MacNaughton.

In March 2006, Sinopec and Rosneft signed a Memorandum of Cooperation and agreed upon the joint acquisition of Udmurtneft assets planned to be sold by TNK-BP. In April 2006, Rosneft and Sinopec entered an Option Agreement whereby Rosneft would acquire the shares of Udmurtneft from the Chinese company, should the latter (Sinopec) have won a tender on the Udmurtneft acquisition from ?N?-??. Rosneft and Sinopec under the said Agreement were to establish a joint venture to manage Udmurtneft production activities with the Russian company holding a 51% stake and the Chinese — 49%. In June 2006, Sinopec was pronounced the winner by TNK-?? upon the open auction for the shares of Udmurtneft, and in August the company completed the acceptance of properties from the previous owner.

On November 11, 2006, Rosneft and Sinopec signed a shareholder agreement establishing the joint management principles for the jointly acquired Russian company of OJSC Udmurtneft, and on November 13, the companies signed a share transfer agreement regarding Udmurtneft shares allocation to the joint management venture through which Rosneft and Sinopec would control Udmurtneft.