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REPORT of Related-Party Transactions Made by Rosneft in 2016

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REPORT of Related-Party Transactions Made by Rosneft in 2016 REPORT of Related-Party Transactions Made by Rosneft in 2016 All of the related-party transactions of Rosneft in 2016 were made on an arms-length basis. Related-party transactions approved by the Board of Directors of Rosneft: ## Subject and Essential Conditions of the Transaction Transaction Date of value, actual decision transaction price Transactions with the participation of VBRR Bank (formerly OJSC VBRR) Persons interested in the transactions: JSC ROSNEFTEGAZ – a shareholder of Rosneft owning more than 20% of voting shares in the Company (the Bank is an affiliate of JSC ROSNEFTEGAZ and a party to the transactions) 1 Provision by Rosneft (Service Provider) to VBRR Bank (Customer) Transaction May 25, 2016 of a range of services related to the sourcing and purchase of goods, value - work and services for the Customer for the total amount of RUB RUB 1,056.19 1,056.19 thousand (including VAT). thousand (including VAT) 2 Lease by Rosneft (Lessor) to VBRR Bank (Lessee) of fixed assets Transaction May 25, 2016 owned by the Lessor, for an annual lease fee of RUB 2,875.0 value - RUB thousand (including VAT). 2,875.0 thousand per annum (including VAT) 3 Granting by Rosneft (Licensor) to VBRR Bank (Licensee) of a 1- Transaction May 25, 2016 year license to use software for a fee of RUB 196,1 thousand (VAT value - RUB free). 196,1 thousand (VAT free) 4 Provision by VBRR Bank (Underwriter) of the following services to Transaction November Rosneft (Issuer) in connection with the offering of bonds under the value - 20, 2016 001R Rosneft Ruble Bond Program: underwriting services, up to RUB including the sale of bonds under orders received from bond 450.0 thousand purchasers, in accordance with the Rules for Trading in Securities in the Stock Exchange and pursuant to the Bond Program and the Offering Prospectus; transfer of the proceeds from the sale of bonds, from the Underwriter's account to the Issuer's account. The maximum fee payable to the Underwriter for the above services will not exceed RUB 450.0 thousand. 5 Provision by VBRR Bank (Broker) of the following services to Transaction November Rosneft (Issuer) in connection with the offering of bonds under the value - 20, 2016 001R Rosneft Ruble Bond Program: broker services, including up to RUB the purchase and sale of bonds under orders received from bond 450.0 thousand holders or under orders from the Issuer, in accordance with the Rules for Trading in Securities in the Stock Exchange and pursuant to the Bond Program and the Offering Prospectus; transfer of relevant cash amounts and bonds in the course of processing duly made offers for bonds. The maximum fee payable to the Broker for the above services will not exceed 450.0 thousand rubles. 6 Provision by VBRR Bank (Broker) of services related to Transaction December transactions with securities on and off the stock exchange to Rosneft value - up to 24, 2016 (Client). The Broker shall provide the above services on behalf of RUB 50,000.0 the Client or acting as a principal, but in the interest and at the thousand per expense of the Client. The maximum fee payable to the Broker for annum 2 the above services under the brokerage agreement will not exceed RUB 50,000.0 thousand per annum. Transactions with the participation of Gazprombank Persons interested in the transactions: JSC ROSNEFTEGAZ - a shareholder of Rosneft which owns more than 20% of voting shares in the Company. Its related party, A.I. Akimov, member of the Board of Directors of JSC ROSNEFTEGAZ, is the Deputy Chairman and the Chairman of the Management Board of Gazprombank, a party to the transactions. Akimov A.I. - member of the Board of Directors of Rosneft, Deputy Chairman of the Board of Directors and Chairman of the Management Board of Gazprombank, a party to the transactions. 1 Provision by Gazprombank (Lender) to Rosneft (Borrower) of a Transaction February 10, loan facility for up to 6 years from the date of the Loan Agreement. value - up to 2016 The total transaction amount, including loan interest, is up to RUB RUB 37,260,000.00 thousand. 37,260,000.00 thousand 2 Provision by Gazprombank (Lead Manager) of the following Transaction November services to Rosneft (Issuer) in connection with the offering of bonds value - up to 20, 2016 under the 001R Rosneft Ruble Bond Program: development of the RUB bond offering concept (deal structuring and parameters); projecting 173,200,000.0 aftermarket bond price dynamics; assistance with and involvement thousand in the preparation of deal documents related to the pre-marketing, placement, trading and redemption of bonds; arrangements related to the acceptance and recording of bids from potential buyers of bonds (under the auction or bookbuilding procedure); assistance with mandatory disclosures required for a bond issue under applicable Russian law; purchase of bonds from the Issuer in case of low or zero demand from the market at the time of offering, at nominal price and in the amount declared in the process of collecting and accumulating bids from potential buyers. The total transaction amount will be up to RUB 173,200,000.0 thousand. 3 Issue by Rosneft (Guarantor) of a guaranty to Gazprombank Transaction December (Lender) for obligations of Sibneftegaz (Borrower, Beneficiary) value - up to 24, 2016 under a loan agreement. The total amount of guaranteed obligations RUB (including loan interest) will be up to RUB 17,893,278 thousand. 17,893,278 thousand Transactions with the participation of VTB Bank (formerly OJSC VTB Bank) Persons interested in the transactions: Warnig M. - Deputy Chairman of Rosneft, member of the Supervisory Board of VTB Bank, a party to the transactions. 1 Provision by VTB (Bank) of banking services to Rosneft (Client), Transaction October 5, namely, banking support of government contracts and contracts value - none 2016 signed by Rosneft under the government defense orders. The deal has no monetary value. Transactions with the participation of JSC 82 SRZ (Shypyard 82) Persons interested in the transactions: Shishkin A.N. - member of the Management Board of Rosneft, member of the Board of Directors of JSC 82 SRZ, a party to the transactions. 1 Granting by Rosneft (Lender) of a 3-year interest-bearing loan of Transaction October 31, RUB 300,000.0 thousand to JSC 82 SRZ (Borrower) to finance value - up to 2016 investment activities. The total transaction amount, including loan RUB interest, is up to RUB 408,000.0 thousand. 408,000.0 thous and 2 Granting by Rosneft (Lender) of a 3-year interest-bearing loan of Transaction October 31, RUB 1,000,000.0 thousand to JSC 82 SRZ (Borrower) to finance value - up to 2016 3 investment activities. The total transaction amount, including loan RUB interest, is up to RUB 1,360,000.00 thousand. 1,360,000.0 thousand 3 Granting by Rosneft (Lender) of a 3-year interest-bearing loan of Transaction October 31, RUB 260,000.0 thousand to JSC 82 SRZ (Borrower) to finance value - up to 2016 operating activities. The total transaction amount, including loan RUB 353,600.0 interest, is up to RUB 353,600.0 thousand. thousand Transactions with the participation of JSC Vankorneft (formerly СJSC Vankorneft) Persons interested in the transactions: JSC ROSNEFTEGAZ – a shareholder of Rosneft owning more than 20% of voting shares in the Company (JSC Vankorneft is an affiliate of JSC ROSNEFTEGAZ and a party to the transactions) Liron E.M. - member of the Management Board of Rosneft, member of the Board of Directors of JSC Vankorneft, a party to the transactions. 1 Supply by Rosneft (Supplier) of 24.0 kt of oil products (gasoline Transaction February 10, and diesel fuel) to JSC Vankorneft (Buyer) for the total value of value - RUB 2016 RUB 1,365,775.2 thousand (including VAT). 1,365,775.2 thousand (including VAT) 2 Sale(s) by Rosneft (Commission Agent), acting in its own name but Transaction February 10, on behalf and at the expense of JSC Vankorneft (Principal) of crude value - RUB 2016 oil in the domestic market, on a commission basis. The fee for the 818,933.9 sale of 33,471.56 kt of oil in the name of the Agent, but on behalf thousand and at the expense of the Principal, is RUB 818,933.9 thousand (including VAT) (including VAT). 3 Sale(s) by Rosneft (Commission Agent), acting in its own name but Transaction February 10, on behalf and at the expense of JSC Vankorneft (Principal) of crude value - RUB 2016 oil in the export markets, on a commission basis. The fee for the 10,113,183.6 sale of 33,471.56 kt of oil in the name of the Agent, but on behalf thousand and at the expense of the Principal, is RUB 10,113,183.6 thousand (including VAT) (including VAT). 4 Cash contribution made by Rosneft (Sole Shareholder) to the assets Transaction March 15, of JSC Vankorneft (Subsidiary), up to RUB 145 billion. value - up to 2016 RUB 145,000,000.0 thousand 5 Organization by Rosneft (Agent), acting in its own name but on Transaction March 15, behalf and at the expense of JSC Vankorneft (Principal), of the value - RUB 2016 supply of materials and equipment, provision of equipment 24,074.08 installation, supervision, testing and start-up services, materials and thousand (includ equipment quality assessment services, and other services for a fee ing VAT) of RUB 24,074.08 thousand (including VAT). 6 Provision by Rosneft (Sole Shareholder) of financial support to Transaction March 15, JSC Vankorneft (Subsidiary), under a financial support agreement. value - up to 2016 RUB 185,000,000.0 thousand 7 Provision by Rosneft (Service Provider) to JSC Vankorneft Transaction March 15, (Customer) of a range of services related to the sourcing and value - RUB 2016 purchase of goods, work and services for the Customer for the total 63,328.19 amount of RUB 63,328.19 thousand (including VAT).
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