Level: 1 – From: 0 – Wednesday, July 12, 2006 – 11:06 am – mac5 – 3474 (3474a) : 3474 (3474a) IMPORTANT: You must read the following before continuing. The following applies to the Supplement to the Base Prospectus following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the Supplement to the Base Prospectus. In accessing this Supplement to the Base Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. THE FOLLOWING SUPPLEMENT TO THE BASE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED OTHER THAN AS PROVIDED BELOW AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. THE SUPPLEMENT TO THE BASE PROSPECTUS MAY ONLY BE DISTRIBUTED IN ‘‘OFFSHORE TRANSACTIONS’’ TO PERSONS THAT ARE NOT U.S. PERSONS AS DEFINED IN, AND AS PERMITTED BY, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933 (THE ‘‘SECURITIES ACT’’) OR WITHIN THE UNITED STATES TO QIBs (AS DEFINED BELOW) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”). ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO PERSONS THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES ARE QUALIFIED INSTITUTIONAL BUYERS (A ‘‘QIB’’) WITHIN THE MEANING OF RULE 144A, WHO REPRESENT THAT (A) THEY ARE QIBs WITHIN THE MEANING OF RULE 144A, AND (B) THEY ARE ACTING FOR THEIR OWN ACCOUNT, OR THE ACCOUNT OF ONE OR MORE QIBs OR (2) IN AN OFFSHORE TRANSACTION TO A PERSON THAT IS NOT A U.S. PERSON IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT. Confirmation of your Representation: In order to be eligible to view the Supplement to the Base Prospectus or make an investment decision with respect to the securities, you must be (i) a person other than a U.S. person (within the meaning of Regulation S under the Securities Act) or (ii) a QIB. By accepting the e-mail and accessing the Supplement to the Base Prospectus, you shall be deemed to have represented to us that you are not a U.S. person or that you are a QIB and that you consent to delivery of such Supplement to the Base Prospectus by electronic transmission. You are reminded that the Supplement to the Base Prospectus has been delivered to you on the basis that you are a person into whose possession the Supplement to the Base Prospectus may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the Supplement to the Base Prospectus to any other person. The materials relating to the offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the offering be made by a licensed broker or dealer and the permanent dealers or any affiliate of the permanent dealers is a licensed broker or dealer in that jurisdiction, the offering shall be deemed to be made by the permanent dealers or such affiliate on behalf of the Issuer or the Guarantor in such jurisdiction. Under no circumstances shall the Supplement to the Base Prospectus constitute an offer to sell or the solicitation of an offer to buy nor shall there by any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Supplement to the Base Prospectus may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply to the Issuer. The Supplement to the Base Prospectus has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of BNP Paribas, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited or UBS Limited nor any person who controls it nor any director, officer, employee nor agent of it or affiliate of any such person accepts any liability or responsibility whatsoever in respect of any difference between the Supplement to the Base Prospectus distributed to you in electronic format and the hard copy version available to you on request from BNP Paribas, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited or UBS Limited. Level: 8 – From: 0 – Wednesday, July 12, 2006 – 11:06 am – mac5 – 3474 Intro : 3474 Intro TNK-BP Finance S.A. (incorporated with limited liability in Luxembourg) and TNK-BP International Limited (incorporated with limited liability in the British Virgin Islands) U.S.$5,000,000,000 Guaranteed Debt Issuance Programme Unconditionally and irrevocably guaranteed by TNK-BP International Limited No Notes may be issued under the Programme which have a minimum denomination of less than €50,000 (or its equivalent in another currency) Supplement to the Base Prospectus dated 7 September 2005 Joint Arrangers BNP PARIBAS Credit Suisse Citigroup UBS Investment Bank 12 July 2006 Level: 8 – From: 0 – Wednesday, July 12, 2006 – 11:06 am – mac5 – 3474 Intro : 3474 Intro This Supplement (the “Supplement”) dated 12 July 2006 to the Base Prospectus dated 7 September 2005 (the “Base Prospectus”) constitutes a supplement to the Base Prospectus for the purpose of articles 13 of Chapter 1 of Part II of the Luxembourg Law dated 10 July 2005 on prospectuses for securities (the “Prospectus Law”) and is prepared in connection with the Guaranteed Debt Issuance Programme (the “Programme”) established by TNK-BP Finance S.A. (the “Issuer”) unconditionally and irrevocably guaranteed by TNK-BP International Limited (“TNK-BP International” or the “Guarantor”) under which the Issuer may issue and have outstanding at any time global medium term notes (the “Notes”) on the terms set out herein (the “Terms and Conditions of the Notes”) as supplemented by the final terms (the “Final Terms” and each a “Final Term”) setting out the specific terms of each issue up to a maximum aggregate amount of U.S.$5,000,000,000 or its equivalent in alternative currencies. On 7 September 2005, the Commission de Surveillance du Secteur Financier approved the Base Prospectus as a base prospectus for the purposes of Article 5.4 of Directive 2003/71/EC and the relevant implementing measures in the Grand Duchy of Luxembourg. In this Supplement, references to “TNK-BP” or the “Guarantor Group” mean the Guarantor and its consolidated subsidiaries, unless the context requires otherwise. Terms defined in the Base Prospectus have the same meaning when used in this Supplement. This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus and any other supplements to the Base Prospectus issued by the Issuer and the Guarantor. Each of the Issuer and the Guarantor accepts responsibility for the information contained in this Supplement. To the best of the knowledge of each of the Issuer and the Guarantor (which has taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail. Unless the context otherwise requires, references in this Supplement to sections of the Base Prospectus, refer to the relevant sections of the Base Prospectus, as modified or restated in its entirety by this Supplement. Save as disclosed in this Supplement, no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus has arisen or been noted, as the case may be, since the publication of the Base Prospectus. AN INVESTMENT IN THE NOTES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” IN THIS SUPPLEMENT. THE NOTES AND THE GUARANTEE (TOGETHER, THE “SECURITIES”) HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, SUBJECT TO CERTAIN EXCEPTIONS, MAY NOT BE OFFERED AND SOLD WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“REGULATION S”)). THE NOTES MAY BE OFFERED AND SOLD (I) WITHIN THE UNITED STATES TO QUALIFIED INSTITUTIONAL BUYERS (EACH, A “QIB”), AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), IN RELIANCE ON THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144A (SUCH NOTES SO OFFERED AND SOLD, THE “RULE 144A NOTES”) AND (II) TO NON-U.S. PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S (SUCH NOTES SO OFFERED AND SOLD, THE “REGULATION S NOTES”).