ROSN.L Regulatory News (ROSN)

SUCCESSFUL CONCLUSION OF PRIVATIZATION WITH PARTICIPATION OF STRATEGIC INTERNATIONAL INVESTORS

SUCCESSFUL CONCLUSION OF PRIVATIZATION WITH PARTICIPATION OF STRATEGIC INTERNATIONAL INVESTORS - QATAR INVESTMENT AUTHORITY AND GLENCORE

ECONOMIC EFFECT FROM PRIVATIZATION (INCLUDING SYNERGIES BETWEEN ROSNEFT AND BASHNEFT) IN EXCESS OF 1.1 TRLN

PRIVATISATION OF ROSNEFT'S 19.5% STAKE TO PROVIDE BUDGET REVENUES OF 710.8 BN

 PARTNERSHIP WITH NEW SHAREHOLDERS IN UPSTREAM, LOGISTICS AND TRADING BUSINESS

IMPROVING INVESTMENT ATTRACTIVENESS OF ROSNEFT - DIVIDEND POLICY

The Company announces on the signing of the agreement for the sale of a 19.5% stake in Rosneft Oil Company owned by Rosneftegaz. The stake was sold to the consortium of international investors, which comprises Qatar Investment Authority, one of the world largest sovereign funds and Glencore, a leading commodities producer and trader.

The integrated privatization deal with the sale of a 19.5% stake in Rosneft and the sale of a controlling government stake in Bashneft is the largest privatization deal in Russian history and the largest M&A deal in the global oil and gas industry in 2016. The economic effect for the Russian Government from the successful completion of the privatisation, including the value of synergies between Rosneft and Bashneft, will exceed RUB 1.1trln with budget revenues in Q4 2016 equal to RUB 1,040 bn.

As the direct result of the disposal of a 19.5% stake sale in Rosneft total budget revenue will amount to RUB 710.8bn.

The acquisition of the Rosneft stake will be financed with investors' own funds and will also involve debt financing. Investors' equity in the acquiring vehicle will amount to EUR2.8 bn. The bulk of debt financing will be provided by Banca Intesa Sanpaolo that will arrange financing to the acquiring vehicle on non-recourse basis with a pledge of the acquired shares. Additionally, Glencore's equity exposure on its investment in Rosneft shares will be reduced to EUR300 mn with full indemnity to Glencore's balance sheet on other potential liabilities to the acquisition vehicle as through structured risk reduction instruments.

On December 7, 2016 Rosneft Board of Directors has also approved a strategic cooperation agreement with Qatar Investment Authority and Glencore, providing for further cooperation in upstream projects, logistics and global trading.

With a view to further improve the Company's investment story the Board of Directors of Rosneft has also approved changes to the dividend policy increasing the minimum payout ratio to 35% of IFRS net income. The new policy also implies a shift to semi-annual dividend payments.

Given the deepening strategic relationship with Rosneft Glencore will sign a new crude oil supply agreement, which will enhance its trading activity with Rosneft.

As a result of the transaction, two important world-class shareholders would be added to Rosneft's shareholder structure that further strengthen its shareholder following consisting of more than 500 Russian and international institutional investors.

Commenting on the successful signing of the transaction Rosneft Oil Company CEO and Chairman of the Board of Directors of Rosneftegaz, Igor Sechin said: «While being extremely complex to execute, this privatization deal marks itself as the largest in the history of Russia. Bashneft sale, follow-on synergies and enhancing Rosneft's story with new shareholders allows the Russian state to obtain considerable revenue, which also includes the increase in the value of government's residual controlling stake. Despite what was a challenging market environment we successfully completed a comprehensive project identifying strategic investors that match the long-term interests of the Government of Russian Federation and those of the Russian oil and gas industry. We welcome Qatar Investment Authority and Glencore in joining Rosneft as its new shareholders, these are true strategic investors. I am certain that our collaborative work, including potential further investments in joint projects will create additional synergies for all of Rosneft shareholders».

His Excellency Sheikh Abdulla bin Mohammed bin Saud Al-Thani, Qatar Investment Authority CEO commented: «This investment reflects our strategy of investing in high quality assets with strategic partners globally to generate long-term financial returns. It also demonstrates our commitment to diversifying our portfolio across geographies, sectors and asset classes. We are looking forward to working with our partners to ensure the success of this outstanding business».

Commenting on the transaction, Glencore CEO Ivan Glasenberg said: «We are delighted that the strong relationships that already exist between Rosneft, QIA and Glencore have enabled us to successfully enter into this transaction. Glencore looks forward to working with both parties to take advantage of the significant opportunities which are expected to be presented across the Russian and global oil markets».

The settlement is expected by December 15, 2016 subject to fulfillment of relevant closing conditions.

Note for editors:

Glencore - a leading integrated commodity producer and trader, operating worldwide and supplying over 90 commodity types. Glencore operations comprise around 150 mining and metallurgical, oil production and agricultural assets. The company industrial and marketing activities are supported by a global network of more than 90 offices located in over 50 countries. Glencore employs around 160,000 people, including contractors. Revenue for 2015 was over $170 bn.

Qatar Investment Authority (QIA) was founded by the State of Qatar in 2005 to strengthen the country's economy by diversifying into new asset classes. Building on the heritage of Qatar investments dating back more than three decades, its growing portfolio of long-term investments help complement the state's huge wealth in natural resources.

Headquartered in Doha, and now with a subsidiary in New York "QIA Advisory", QIA is structured to operate at the very highest levels of global investing. As a world class investor, QIA adheres to the strictest financial and commercial disciplines. It has a strong track record of investing in different asset classes, including listed securities, property, alternative assets and private equity in all the major capital markets as well as the newer emerging markets.

Information Policy Division

Rosneft Oil Company

Tel.: +7 (495) 411 54 20

Fax: +7 (495) 411 54 21

These materials contain statements about future events and expectations that are forward-looking in nature. Any statement in these materials that is not a statement of historical fact is a forward-looking statement that involves known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements expressed or implied by such forward-looking statements to differ. We assume no obligations to update the forward-looking statements contained herein to reflect actual results, changes in assumptions or changes in factors affecting these statements.