HoA on Acquisition of Prime Shipping

Rosneft Announces Heads of Agreement on Acquisition of Prime Shipping Group of Companies from Pietro Barbaro Group

Rosneft President, Chairman of the Management Board Igor Sechin and Pietro Barbaro Group owner Giovanni Barbaro signed Heads of agreement on acquisition of 95% share of Prime Shipping group of companies, engaged in transportation of oil and oil products by inland water-ways of the Russian Federation and adjoining seas.

Heads of agreement envisage that investor in the project will be a joint venture of Rosneft and Sberbank Merchant Banking (acting by Sberbank Investments LLC), which is a financial partner of Rosneft in the transaction, and raising debt capital from Sberbank of Russia for the execution of the transaction. Pietro Barbaro Group has international practice in the river and sea transportation industry, and will remain the minority partner in Prime Shipping. Rothschild acts as a financial advisor of Pietro Barbaro Group on the transaction.

Commenting on the signing of Heads of agreement Rosneft President Igor Sechin said: 'This transaction will allow Rosneft, as one of Prime Shipping shareholders, to expand and strengthen capacities of Rosneft in oil and oil-products river transportation industry and to assure efficient supply of products to the best sales routes. This transaction is also attractive for us from the financial side as a result of partnership with Sberbank.'

Rosneft Information DivisionTel.: + 7 (499) 517-88-97May 23, 2014

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 obligation to update the forward-looking statements contained herein to reflect actual results, changes in assumptions or changes in factors affecting these statements.