tmrux2012npx.htm

 Third Millennium Russia Fund
--------------------------------------------------------------------------------------------------------------------------
 BASHNEFT OJSC, UFA                                                                          Agenda Number:  703366876
--------------------------------------------------------------------------------------------------------------------------
    Security:  X0710V106                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  21-Nov-2011
        ISIN:  RU0007976957
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      Approval of a new edition of the Company's Charter        Mgmt          For                            For




--------------------------------------------------------------------------------------------------------------------------
 BASHNEFT OJSC, UFA                                                                          Agenda Number:  703650071
--------------------------------------------------------------------------------------------------------------------------
    Security:  X0710V106                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  27-Apr-2012
        ISIN:  RU0007976957
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      On approval of an order of conducting EGM JSC Bashneft    Mgmt          For                            For

2      On reorganization of the Company in the form of           Mgmt          For                            For
       joining of JSC                Bashkirnefteproduct, JSC
       UfaNeftehim, JSC Orenburgnefteproduct, JSC Ufa Oil
       Refinery, JSC Novo-Ufimsky Refinery to JSC Bashneft
       and approval of the       contract on joining

3      On increase of Company's charter capital by placing of    Mgmt          For                            For
       additional ordinary    shares by means of converting
       in them of ordinary shares of joining Companies

4      On increase of Company's charter capital by placing of    Mgmt          For                            For
       additional pref shares by means of converting in them
       of pref shares of joining Companies

       PLEASE NOTE THAT THE SHAREHOLDERS WHO VOTE AGAINST THE    Non-Voting
       REORGANIZATION OF THE COMPANY OR DO NOT PARTICIPATE IN
       VOTING WILL BE GRANTED WITH THE RIGHT TO SELL THE
       SHARES OWNED BY THEM BACK TO THE COMPANY. THE
       REPURCHASE PRICE IS FIXED AT RUB 1784.00 PER ORDINARY
       SHARE AND RUB 1397.00 PER PREFERRED SHARE. IF THE
       FUNDS NEEDED FOR THE REPURCHASE OF THE TOTAL AMOUNT OF
       SHARES REPRESENTED BY SHAREHOLDERS REPURCHASE DEMANDS
       EXCEED 10 PER CENT OF THE COMPANY'S NET ASSETS, THE
       DEMANDS WILL BE EXECUTED ON PRO RATA BASIS. 20 PERCENT
       TAX CAN BE WITHHELD FROM TENDER PROCEED OF NON
       RESIDENT SHAREHOLDER IN CASE THE IMMOVABLE PROPERTY
       VALUE OF THE ISSUER COMPANY IS MORE THEN 50 PERCENT OF
       COMPANY'S ASSETS VALUE. THANK YOU.

       PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF     Non-Voting
       ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR
       VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
       DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.

       PLEASE NOTE THAT IF THE SHAREHOLDER HOLDS BOTH            Non-Voting
       ORDINARY SHARES (ISIN RU0007976965) AND PREFERRED
       SHARES (ISIN RU0007976957) OF BASHNEFT AND THE
       SHAREHOLDER WISHES TO VOTE ON THE RESOLUTION 2 OF THE
       EGM AGENDA, THE SHAREHOLDER SHOULD VOTE WITH BOTH
       ORDINARY AND PREFERRED SHARES ON THIS RESOLUTION AS
       THE ORDINARY AND PREFERRED SHARES ARE SUMMED UP IN THE
       VOTING BALLOTS. THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 BASHNEFT OJSC, UFA                                                                          Agenda Number:  703759211
--------------------------------------------------------------------------------------------------------------------------
    Security:  X0710V106                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  29-Jun-2012
        ISIN:  RU0007976957
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      About definition of an order of conducting Annual         Mgmt          For                            For
       general meeting of shareholders of JSC ANK "Bashneft"
       following the results of 2011

2      About the approval of the annual report, the annual       Mgmt          For                            For
       accounting reporting, including the profit and loss
       report (profit and loss accounts) of JSC ANK
       "Bashneft" for 2011

3      About profit distribution (including payment              Mgmt          For                            For
       (announcement) of dividends) and JSC ANK losses
       "Bashneft" by results of 2011 fiscal years

4      About definition of quantitative structure of Board of    Mgmt          For                            For
       directors of JSC ANK "Bashneft"

5      About election of board members of JSC ANK "Bashneft"     Mgmt          For                            For

6      About election of members of Audit commission of JSC      Mgmt          For                            For
       ANK "Bashneft"

7      About the approval of the auditor of JSC ANK              Mgmt          For                            For
       "Bashneft" for carrying out audit on the Russian
       standards of accounting for 2012

8      About the approval of the auditor of JSC ANK              Mgmt          For                            For
       "Bashneft" for carrying out audit under the
       International Financial Reporting Standard for 2012

9      About the approval of the Statement About JSC ANK         Mgmt          For                            For
       Board of directors "Bashneft" in the new edition

10     About approval of transactions with interest              Mgmt          For                            For




--------------------------------------------------------------------------------------------------------------------------
 DIXY GROUP OJSC, MOSCOW                                                                     Agenda Number:  703324727
--------------------------------------------------------------------------------------------------------------------------
    Security:  X1887L111                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  30-Sep-2011
        ISIN:  RU000A0JRGU4
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


CMMT   PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID       Non-Voting
       870216 DUE TO RECEIPT OF DIRECTOR NAMES. ALL VOTES
       RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
       AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
       NOTICE. THANK YOU.

CMMT   PLEASE NOTE THAT THE SHAREHOLDERS WHO JOINTLY POSSESS     Non-Voting
       MORE THAN 2% OF VOTING SHARES HAVE THE RIGHTS TO
       PROPOSE CANDIDATES TO THE BOARD OF DIRECTORS. THANK
       YOU

1      On early termination of the power of Company's BoD        Mgmt          For                            For

2      On the number of BoD members                              Mgmt          For                            For

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE ELECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING. PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CONTACT YOUR CLIENT
       SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.

3.1    Election of Kesaev Igor Albertovich as a member to the    Mgmt          For                            For
       Company's Board of Directors

3.2    Election of Katsiev Sergey Soltanovich as a member to     Mgmt          For                            For
       the Company's Board of Directors

3.3    Election of Rishchenko Dmitry Viktorovich as a member     Mgmt          For                            For
       to the Company's Board of Directors

3.4    Election of Yakubson Ilya Adolfovich as a member to       Mgmt          For                            For
       the Company's Board of Directors

3.5    Election of Berzin Toms Uldisovich as a member to the     Mgmt          For                            For
       Company's Board of Directors

3.6    Election of Bubnov Valery Sergeevich as a member to       Mgmt          For                            For
       the Company's Board of Directors

3.7    Election of Havier Fernandes Rozado as a member to the    Mgmt          For                            For
       Company's Board of Directors

3.8    Election of Prisyazhnyuk Alexandr Mikhailovich as a       Mgmt          For                            For
       member to the Company's Board of Directors

3.9    Election of Krivoshapko Alexey Vladimirovich as a         Mgmt          For                            For
       member to the Company's Board of Directors

3.10   Election of Spirin Denis Alexandrovich as a member to     Mgmt          For                            For
       the Company's Board of Directors

3.11   Election of Kulikov Denis Viktorovich as a member to      Mgmt          For                            For
       the Company's Board of Directors

3.12   Election of Repin Igor Nikolaevich as a member to the     Mgmt          For                            For
       Company's Board of Directors

3.13   Election of Vlakhovich Stephano as a member to the        Mgmt          For                            For
       Company's Board of Directors

3.14   Election of Katsman Vladimir Leonidovich as a member      Mgmt          For                            For
       to the Company's Board of Directors




--------------------------------------------------------------------------------------------------------------------------
 DIXY GROUP OJSC, MOSCOW                                                                     Agenda Number:  703324739
--------------------------------------------------------------------------------------------------------------------------
    Security:  X1887L103                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  30-Sep-2011
        ISIN:  RU000A0JP7H1
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


CMMT   PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID       Non-Voting
       870217 DUE TO RECEIPT OF DIRECTOR NAMES. ALL VOTES
       RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
       AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
       NOTICE. THANK YOU.

CMMT   PLEASE NOTE THAT THE SHAREHOLDERS WHO JOINTLY POSSESS     Non-Voting
       MORE THAN 2% OF VOTING SHARES HAVE THE RIGHTS TO
       PROPOSE CANDIDATES TO THE BOARD OF DIRECTORS. THANK
       YOU

1      On early termination of powers of the Board of            Mgmt          For                            For
       Directors of the Company

2      Approval of quantitative structure of the Board of        Mgmt          For                            For
       Directors of the Company

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE ELECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING. PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CONTACT YOUR CLIENT
       SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.

3.1    Election of member to the Company's Board of              Mgmt          For                            For
       Directors: Kesaev Igor Albertovich

3.2    Election of member to the Company's Board of              Mgmt          For                            For
       Directors: Katsiev Sergey Soltanovich

3.3    Election of member to the Company's Board of              Mgmt          For                            For
       Directors: Rishchenko Dmitry Viktorovich

3.4    Election of member to the Company's Board of              Mgmt          For                            For
       Directors: Yakubson Ilya Adolfovich

3.5    Election of member to the Company's Board of              Mgmt          For                            For
       Directors: Berzin Toms Uldisovich

3.6    Election of member to the Company's Board of              Mgmt          For                            For
       Directors: Bubnov Valery Sergeevich

3.7    Election of member to the Company's Board of              Mgmt          For                            For
       Directors: Havier Fernandes Rozado

3.8    Election of member to the Company's Board of              Mgmt          For                            For
       Directors: Prisyazhnyuk Alexandr Mikhailovich

3.9    Election of member to the Company's Board of              Mgmt          For                            For
       Directors: Krivoshapko Alexey Vladimirovich

3.10   Election of member to the Company's Board of              Mgmt          For                            For
       Directors: Spirin Denis Alexandrovich

3.11   Election of member to the Company's Board of              Mgmt          For                            For
       Directors: Kulikov Denis Viktorovich

3.12   Election of member to the Company's Board of              Mgmt          For                            For
       Directors: Repin Igor Nikolaevich

3.13   Election of member to the Company's Board of              Mgmt          For                            For
       Directors: Vlakhovich Stephano

3.14   Election of member to the Company's Board of              Mgmt          For                            For
       Directors: Katsman Vladimir Leonidovich




--------------------------------------------------------------------------------------------------------------------------
 DIXY GROUP OJSC, MOSCOW                                                                     Agenda Number:  703886878
--------------------------------------------------------------------------------------------------------------------------
    Security:  X1887L103                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  28-Jun-2012
        ISIN:  RU000A0JP7H1
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


CMMT   PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID       Non-Voting
       989609 DUE TO ADDITION OF RESOLUTION. ALL VOTES
       RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
       AND  YOU WILL NEED TO REINSTRUCT ON THIS MEETING
       NOTICE. THANK YOU.

1      The approval of the annual report, the annual             Mgmt          For                            For
       accounting reporting, including the profit and loss
       report (profit and loss accounts) of the Company for
       2011,  and also profit distribution (including payment
       (announcement) of dividends) and losses of the Company
       by results of 2011 fiscal years

2      The statement of the auditor of the Company for 2012      Mgmt          For                            For

3      About compensation payment to board members of the        Mgmt          For                            For
       Company

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE EL ECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING.  PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CON TACT YOUR
       CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY
       QUESTIONS.

4.1    Definition of quantitative structure of Board of          Mgmt          For                            For
       directors and election of boa rd member of the
       Company: Kesaev IA

4.2    Definition of quantitative structure of Board of          Mgmt          For                            For
       directors and election of boa rd member of the
       Company: Katsiev SS

4.3    Definition of quantitative structure of Board of          Mgmt          For                            For
       directors and election of boa rd member of the
       Company: Rishenko DV

4.4    Definition of quantitative structure of Board of          Mgmt          For                            For
       directors and election of boa rd member of the
       Company: Yakubson IA

4.5    Definition of quantitative structure of Board of          Mgmt          For                            For
       directors and election of boa rd member of the
       Company: Berzin TW

4.6    Definition of quantitative structure of Board of          Mgmt          For                            For
       directors and election of boa rd member of the
       Company: Bubnov VS

4.7    Definition of quantitative structure of Board of          Mgmt          For                            For
       directors and election of boa rd member of the
       Company: Havier FR

4.8    Definition of quantitative structure of Board of          Mgmt          For                            For
       directors and election of boa rd member of the
       Company: Prisyazhnyuk AM

4.9    Definition of quantitative structure of Board of          Mgmt          For                            For
       directors and election of boa rd member of the
       Company: Krivoshapko AV

4.10   Definition of quantitative structure of Board of          Mgmt          For                            For
       directors and election of boa rd member of the
       Company: Spirin DA

4.11   Definition of quantitative structure of Board of          Mgmt          For                            For
       directors and election of boa rd member of the
       Company: Kulikov DV

4.12   Definition of quantitative structure of Board of          Mgmt          For                            For
       directors and election of boa rd member of the
       Company: Gushina EV

4.13   Definition of quantitative structure of Board of          Mgmt          For                            For
       directors and election of boa rd member of the
       Company: Katsman VL

5      Election of members of Audit commission of the Company    Mgmt          For                            For

6      About approval of a large deal (transactions) with        Mgmt          For                            For
       interest

7      About approval of new edition of the Charter of the       Mgmt          For                            For
       Company

8      About approval of a large deal                            Mgmt          For                            For




--------------------------------------------------------------------------------------------------------------------------
 DRAGON OIL PLC, DUBLIN                                                                      Agenda Number:  703668751
--------------------------------------------------------------------------------------------------------------------------
    Security:  G2828W132                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  18-Apr-2012
        ISIN:  IE0000590798
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      To receive the financial statements for the year ended    Mgmt          For                            For
       31 December 2011

2      To declare a dividend                                     Mgmt          For                            For

3.a    To re-elect Mr. Mohammed Al Ghurair as a Director         Mgmt          For                            For

3.b    To re-elect Dr. Abdul Jaleel Al Khalifa as a Director     Mgmt          For                            For

3.c    To re-elect Mr Nigel McCue as a Director                  Mgmt          For                            For

3.d    To re-elect Ahmad Sharaf as a Director                    Mgmt          For                            For

3.e    To re-elect Ahmad Al Muhairbi as a Director               Mgmt          For                            For

3.f    To re-elect Saeed Al Mazrooei as a Director               Mgmt          For                            For

3.g    To re-elect Thor Haugnaess as a Director                  Mgmt          For                            For

4      To receive the Directors' Remuneration report for the     Mgmt          For                            For
       year ended 31 December  2011

5      To authorise the Directors to fix the Auditors'           Mgmt          For                            For
       remuneration

6      To authorise general meetings outside the Republic of     Mgmt          For                            For
       Ireland

7      To authorise the calling of general meetings on not       Mgmt          For                            For
       less than 14 days' notice

8      To authorise the Directors to allot equity securities     Mgmt          For                            For

9      To authorise the repurchase of the Company's shares       Mgmt          For                            For

       PLEASE NOTE THAT THIS IS A REVISION DUE TO                Non-Voting
       MODIFICATION IN THE TEXT OF THE RESOLUTION 3C.IF YOU
       HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
       THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
       ORIGINAL INSTRUCTIONS. THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 FEDERAL HYDROGENERATING COMPANY - RUSHYDRO OJSC, M                                          Agenda Number:  703912926
--------------------------------------------------------------------------------------------------------------------------
    Security:  X2393H107                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  29-Jun-2012
        ISIN:  RU000A0JPKH7
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


CMMT   PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID       Non-Voting
       992449 DUE TO RECEIPT OF A UDITORS' NAMES. ALL VOTES
       RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
       AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
       NOTICE. THANK YOU.

1      Approve the annual report of JSC RusHydro for 2011,       Mgmt          For                            For
       annual financial statement s including profit and loss
       statement for 2011

2      Approve the specified profit (loss) distribution for      Mgmt          For                            For
       the results of 2011; Pay dividends on ordinary shares
       of the company on the basis of results for 2011 t o
       the amount of 0.00789317 rubles per share

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE EL ECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING.  PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CON TACT YOUR
       CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY
       QUESTIONS.

3.1    Election of member of the Board of Directors of the       Mgmt          For                            For
       Company: Boris Ilyich Ayue v

3.2    Election of member of the Board of Directors of the       Mgmt          For                            For
       Company: Eduard Petrovich Volkov

3.3    Election of member of the Board of Directors of the       Mgmt          For                            For
       Company: Viktor Ivanovich Danilov-Danilyan

3.4    Election of member of the Board of Directors of the       Mgmt          For                            For
       Company: Evgeny Vyacheslav ovich Dod

3.5    Election of member of the Board of Directors of the       Mgmt          For                            For
       Company: Victor Mikhailovi ch Zimin

3.6    Election of member of the Board of Directors of the       Mgmt          For                            For
       Company: Boris Yuryevich K ovalchuk

3.7    Election of member of the Board of Directors of the       Mgmt          For                            For
       Company: Grigory Markovich  Kurtser

3.8    Election of member of the Board of Directors of the       Mgmt          For                            For
       Company: Andrey Borisovich  Malyshev

3.9    Election of member of the Board of Directors of the       Mgmt          For                            For
       Company: Mikhail Igorevich  Poluboyarinov

3.10   Election of member of the Board of Directors of the       Mgmt          For                            For
       Company: Vladimir Vitalyev ich Tatsy

3.11   Election of member of the Board of Directors of the       Mgmt          For                            For
       Company: Evgeny Aleksandro vich Tugolukov

3.12   Election of member of the Board of Directors of the       Mgmt          For                            For
       Company: Rashid Ravelevich  Sharipov

3.13   Election of member of the Board of Directors of the       Mgmt          For                            For
       Company: Michail Evgenievi ch Shelkov

3.14   Election of members of the Board of Directors of the      Mgmt          For                            For
       Company: Sergey Vladimiro vich Shishin

4.1    Election of member of the Audit Commission of the         Mgmt          For                            For
       Company: Adelya Inskanderovn a Vyaseleva

4.2    Election of member of the Audit Commission of the         Mgmt          For                            For
       Company: Dmitry Mikhailovich  Gorevoy

4.3    Election of member of the Audit Commission of the         Mgmt          For                            For
       Company: Anna Valeryevna Dro kova

4.4    Election of member of the Audit Commission of the         Mgmt          For                            For
       Company: Elena Yuryevna Litv ina

4.5    Election of member of the Audit Commission of the         Mgmt          For                            For
       Company: Alan Fedorovich Kha dziev

5      Approve Closed Joint-Stock Company                        Mgmt          For                            For
       PricewaterhouseCoopers Audit (Primary state
       registration number 1027700148431) as an auditor of
       JSC RusHydro

6      Pay remuneration to the members of the Board of           Mgmt          For                            For
       Directors of JSC RusHydro acco rding to the results of
       work in the Board of Directors period from 30.06.2011
       to 28.06.2012 in the amount and in the order
       established by the Regulation on payment of
       remuneration to the members of the Board of Directors
       of JSC RusHyd ro

7      Approve the Company's Articles of Association in a new    Mgmt          For                            For
       edition

8      Approve the Statement on Procedure for Convening and      Mgmt          For                            For
       Running the General share holders' meetings of JSC
       RusHydro in a new edition

9      Approval of a contract for insurance of liability and     Mgmt          For                            For
       financial risks of Direc tors, Executive Officers and
       the company concluded between JSC RusHydro and OJ SIC
       Ingosstrakh representing an interested party
       transaction




--------------------------------------------------------------------------------------------------------------------------
 GAZPROM NEFT                                                                                Agenda Number:  933539643
--------------------------------------------------------------------------------------------------------------------------
    Security:  36829G107                                                             Meeting Type:  Special
      Ticker:  GZPFY                                                                 Meeting Date:  26-Jan-2012
        ISIN:  US36829G1076
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


01     APPROVAL OF THE NEW VERSION OF THE ARTICLES OF            Mgmt          For
       ASSOCIATION OF JSC GAZPROM NEFT.




--------------------------------------------------------------------------------------------------------------------------
 GAZPROM NEFT                                                                                Agenda Number:  703516560
--------------------------------------------------------------------------------------------------------------------------
    Security:  36829G107                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  26-Jan-2012
        ISIN:  US36829G1076
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      Approval of the new version of the Articles of            Mgmt          No vote
       Association of JSC Gazprom     neft.

CMMT   PLEASE NOTE THAT THIS IS A REVISION DUE TO                Non-Voting
       MODIFICATION OF TEXT IN RESOLUTION 1. IF YOU HAVE
       ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
       PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
       INSTRUCTIONS. THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 GAZPROM NEFT                                                                                Agenda Number:  933633643
--------------------------------------------------------------------------------------------------------------------------
    Security:  36829G107                                                             Meeting Type:  Consent
      Ticker:  GZPFY                                                                 Meeting Date:  08-Jun-2012
        ISIN:  US36829G1076
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1.     APPROVAL OF THE ANNUAL REPORT OF JSC GAZPROM NEFT FOR     Mgmt          Split 59% For
       2011.

2.     APPROVAL OF THE ANNUAL FINANCIAL STATEMENTS OF JSC        Mgmt          Split 59% For
       GAZPROM NEFT FOR 2011 INCLUDING PROFIT AND LOSS
       STATEMENT.

3.     ON DISTRIBUTION OF THE PROFIT OF JSC GAZPROM NEFT FOR     Mgmt          Split 59% For
       2011.

4.     ON SIZE, TIMEFRAME AND FORM OF DIVIDENDS PAYMENT FOR      Mgmt          Split 59% For
       2011.

5.A    ELECTION OF THE BOARD OF DIRECTORS OF JSC GAZPROM         Mgmt          Split 59% For
       NEFT: ALISOV VLADIMIR IVANOVICH

5.B    ELECTION OF THE BOARD OF DIRECTORS OF JSC GAZPROM         Mgmt          Split 59% For
       NEFT: GARAEV MARAT MARSELEVICH

5.C    ELECTION OF THE BOARD OF DIRECTORS OF JSC GAZPROM         Mgmt          Split 59% For
       NEFT: GOLUBEV VALERY ALEKSANDROVICH

5.D    ELECTION OF THE BOARD OF DIRECTORS OF JSC GAZPROM         Mgmt          Split 59% For
       NEFT: DUBIK NIKOLAI NIKOLAEVICH

5.E    ELECTION OF THE BOARD OF DIRECTORS OF JSC GAZPROM         Mgmt          Split 59% For
       NEFT: DYUKOV ALEXANDER VALERIEVICH

5.F    ELECTION OF THE BOARD OF DIRECTORS OF JSC GAZPROM         Mgmt          Split 59% For
       NEFT: KALINKIN ALEXANDER VYACHESLAVOVICH

5.G    ELECTION OF THE BOARD OF DIRECTORS OF JSC GAZPROM         Mgmt          Split 59% For
       NEFT: KRUGLOV ANDREI VYACHESLAVOVICH

5.H    ELECTION OF THE BOARD OF DIRECTORS OF JSC GAZPROM         Mgmt          Split 59% For
       NEFT: MILLER ALEXEI BORISOVICH

5.I    ELECTION OF THE BOARD OF DIRECTORS OF JSC GAZPROM         Mgmt          Split 59% For
       NEFT: MIKHAILOVA ELENA VLADIMIROVNA

5.J    ELECTION OF THE BOARD OF DIRECTORS OF JSC GAZPROM         Mgmt          Split 59% For
       NEFT: MIKHEYEV ALEXANDER LEONIDOVICH

5.K    ELECTION OF THE BOARD OF DIRECTORS OF JSC GAZPROM         Mgmt          Split 59% For
       NEFT: SELEZNEV KIRILL GENNADIEVICH

5.L    ELECTION OF THE BOARD OF DIRECTORS OF JSC GAZPROM         Mgmt          Split 59% For
       NEFT: CHEREPANOV VSEVOLOD VLADIMIROVICH

6.1    ELECTION OF THE AUDIT COMMISSION OF JSC GAZPROM NEFT:     Mgmt          Split 59% For
       ARKHIPOV DMITRY ALEXANDROVICH

6.2    ELECTION OF THE AUDIT COMMISSION OF JSC GAZPROM NEFT:     Mgmt          Split 59% For
       DELVIG GALINA YURIEVNA

6.3    ELECTION OF THE AUDIT COMMISSION OF JSC GAZPROM NEFT:     Mgmt          Split 59% For
       KOVALEV VITALY ANATOLIEVICH

6.4    ELECTION OF THE AUDIT COMMISSION OF JSC GAZPROM NEFT:     Mgmt          Split 59% For
       FROLOV ALEXANDER ALEXANDROVICH

6.5    ELECTION OF THE AUDIT COMMISSION OF JSC GAZPROM NEFT:     Mgmt          Split 59% For
       TSETLINA EKATERINA ALEXANDROVNA

7.     APPROVAL OF THE AUDITOR OF JSC GAZPROM NEFT IN 2012.      Mgmt          Split 59% For

8.     PAY REMUNERATION TO THE MEMBERS OF THE BOARD OF           Mgmt          Split 59% For
       DIRECTORS OF JSC GAZPROM NEFT, WHO ARE NOT OFFICIALS
       OF JSC GAZPROM NEFT EXECUTIVE BODIES (NON-EXECUTIVE
       DIRECTORS); PAY EXTRA REMUNERATION TO THE CHAIRMAN OF
       THE BOARD OF DIRECTORS OF JSC GAZPROM NEFT; PAY EXTRA
       REMUNERATION TO THE MEMBERS OF THE BOARD OF DIRECTORS'
       COMMITTEES OF JSC GAZPROM NEFT; ADDITIONAL TO THE
       REMUNERATION TO THE MEMBERS OF THE BOARD COMMITTEES OF
       JSC GAZPROM NEFT PAY REMUNERATION TO THE CHAIRMEN OF
       THE BOARD OF DIRECTORS' COMMITTEES OF JSC GAZPROM
       NEFT.

9.     PAY REMUNERATION TO THE MEMBERS OF THE AUDIT              Mgmt          Split 59% For
       COMMISSION OF JSC GAZPROM NEFT IN THE AMOUNTS
       RECOMMENDED BY THE BOARD OF DIRECTORS OF JSC GAZPROM
       NEFT: THE CHAIRMAN OF THE AUDIT COMMISSION - 1.200.000
       ROUBLES; THE MEMBERS OF THE AUDIT COMMISSION   830.000
       ROUBLES (EACH).




--------------------------------------------------------------------------------------------------------------------------
 GAZPROM NEFT OJSC, ST.PETERSBURG                                                            Agenda Number:  703842105
--------------------------------------------------------------------------------------------------------------------------
    Security:  36829G107                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  08-Jun-2012
        ISIN:  US36829G1076
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


CMMT   PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID       Non-Voting
       971698 DUE TO CHANGE IN SE QUENCE OF ELECTION ITEMS.
       ALL VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE D
       ISREGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS
       MEETING NOTICE. THANK YOU.

1      Approval of the Annual report of JSC Gazprom neft for     Mgmt          For                            For
       2011

2      Approval of the annual financial statements of JSC        Mgmt          For                            For
       Gazprom neft for 2011 inclu ding profit and loss
       statement

3      On distribution of the profit of JSC Gazprom neft for     Mgmt          For                            For
       2011

4      On size, timeframe and form of dividends payment for      Mgmt          For                            For
       2011

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE EL ECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING.  PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CON TACT YOUR
       CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY
       QUESTIONS.

5.1    Election of Alisov Vladimir Ivanovich to the Board of     Mgmt          For                            For
       Directors of JSC Gazprom  neft

5.2    Election of Garaev Marat Marselevich to the Board of      Mgmt          For                            For
       Directors of JSC Gazprom neft

5.3    Election of Golubev Valery Aleksandrovich to the Board    Mgmt          For                            For
       of Directors of JSC Gaz prom neft

5.4    Election of Dubik Nikolai Nikolaevich to the Board of     Mgmt          For                            For
       Directors of JSC Gazprom  neft

5.5    Election of Dyukov Alexander Valerievich to the Board     Mgmt          For                            For
       of Directors of JSC Gazp rom neft

5.6    Election of Kalinkin Alexander Vyacheslavovich to the     Mgmt          For                            For
       Board of Directors of JS C Gazprom neft

5.7    Election of Kruglov Andrei Vyacheslavovich to the         Mgmt          For                            For
       Board of Directors of JSC Ga zprom neft

5.8    Election of Miller Alexei Borisovich to the Board of      Mgmt          For                            For
       Directors of JSC Gazprom neft

5.9    Election of Mikhailova Elena Vladimirovna to the Board    Mgmt          For                            For
       of Directors of JSC Gaz prom neft

5.10   Election of Mikheyev Alexander Leonidovich to the         Mgmt          For                            For
       Board of Directors of JSC Ga zprom neft

5.11   Election of Seleznev Kirill Gennadievich to the Board     Mgmt          For                            For
       of Directors of JSC Gazp rom neft

5.12   Election of Cherepanov Vsevolod Vladimirovich to the      Mgmt          For                            For
       Board of Directors of JSC  Gazprom neft

6.1    Election of Arkhipov Dmitry Alexandrovich to the Audit    Mgmt          For                            For
       Commission of JSC Gazpr om neft

6.2    Election of Delvig Galina Yurievna to the Audit           Mgmt          For                            For
       Commission of JSC Gazprom neft

6.3    Election of Kovalev Vitaly Anatolievich to the Audit      Mgmt          For                            For
       Commission of JSC Gazprom  neft

6.4    Election of Frolov Alexander Alexandrovich to the         Mgmt          For                            For
       Audit Commission of JSC Gazp rom neft

6.5    Election of Tsetlina Ekaterina Alexandrovna to the        Mgmt          For                            For
       Audit Commission of JSC Gaz prom neft

7      Approve JSC "PriceWaterHouseCoopers Audit" as the         Mgmt          For                            For
       auditor of JSC Gazprom neft in 2012

8      On remuneration to the members of the Board of            Mgmt          For                            For
       Directors of JSC Gazprom neft

9      On remuneration to the members of the Audit Commission    Mgmt          For                            For
       of JSC Gazprom neft




--------------------------------------------------------------------------------------------------------------------------
 GAZPROM OAO, MOSCOW                                                                         Agenda Number:  703926519
--------------------------------------------------------------------------------------------------------------------------
    Security:  368287207                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  29-Jun-2012
        ISIN:  US3682872078
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


CMMT   PLEASE NOTE THAT BECAUSE OF THE SIZE OF THE AGENDA        Non-Voting
       [148 RESOLUTIONS] FOR THE G AZPROM OF RUSSIA MEETING.
       THE AGENDA HAS BEEN BROKEN UP AMONG TWO INDIVIDUAL M
       EETINGS. THE MEETING IDS AND HOW THE RESOLUTIONS HAVE
       BEEN BROKEN OUT ARE AS F OLLOWS: MEETING ID 999132
       [RESOLUTIONS 1 THROUGH 8.71] AND MID 100215 [RESOLUT
       IONS 8.72 THROUGH 10.11]. IN ORDER TO VOTE ON THE
       COMPLETE AGENDA OF THIS MEET ING YOU MUST VOTE ON BOTH
       THE MEETINGS.

1      Approve the Annual Report of OAO Gazprom for 2011         Mgmt          For                            For

2      Approve the annual accounting statements, including       Mgmt          For                            For
       the profit and loss report  of the Company based on
       the results of 2011

3      Approve the distribution of profit of the Company         Mgmt          For                            For
       based on the results of 2011

4      Approve the amount of, time for and form of payment of    Mgmt          For                            For
       annual dividends on the  Company's shares that have
       been recommended by the Board of Directors of the
       Company

5      Approve Closed Joint Stock Company                        Mgmt          For                            For
       PricewaterhouseCoopers Audit as the Company 's auditor

6      Pay remuneration to members of the Board of Directors     Mgmt          For                            For
       in the amounts recommend ed by the Board of Directors
       of the Company

7      Pay remuneration to members of the Audit Commission in    Mgmt          For                            For
       the amounts recommended  by the Board of Directors of
       the Company

8.1    Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and
       Gazprombank ( Open Joint Stock Company) regarding
       receipt by OAO Gazprom of funds with a max imum amount
       of 500 million U.S. Dollars or its equivalent in
       Rubles or Euros, for a term not exceeding five years,
       with interest for using the loans to be p aid at a
       rate not exceeding 12% per annum in the case of loans
       in U.S. Dollars  / Euros and at a rate not exceeding
       the Bank of Russia's refinancing rate in effect on the
       date of entry into the applicable loan agreement, plus

8.2    Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO Bank
       VTB regarding receipt by OAO Gazprom of funds with a
       maximum amount of one billion  U.S. Dollars or its
       equivalent in Rubles or Euros, for a term not
       exceeding f ive years, with interest for using the
       loans to be paid at a rate not exceedin g 12% per
       annum in the case of loans in U.S. Dollars / Euros and
       at a rate not  exceeding the Bank of Russia's
       refinancing rate in effect on the date of entr y into
       the applicable loan agreement, plus 3% per annum, in

8.3    Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Transactions between OAO Gazprom and
       Gazprombank  (Open Joint Stock Company), to be entered
       into under a loan facility agreemen t between OAO
       Gazprom and the bank, involving receipt by OAO Gazprom
       of funds with a maximum amount of 60 billion Rubles,
       or its equivalent in U.S. Dollars or Euros, for a term
       not exceeding 90 calendar days, with interest for
       using t he loans to be paid at a rate not exceeding
       the reference offered rate for Rub le loans (deposits)
       in the Moscow money market (MosPrime Rate) for the

8.4    Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Transactions between OAO Gazprom and
       Sberbank of  Russia, to be entered into under a loan
       facility agreement between OAO Gazpro m and the bank,
       involving receipt by OAO Gazprom of funds with a
       maximum amoun t of 60 billion Rubles, or its
       equivalent in U.S. Dollars or Euros, for a term  not
       exceeding 90 calendar days, with interest for using
       the loans to be paid at a rate not exceeding the
       reference offered rate for Ruble loans (deposits) in
       the Moscow money market (MosPrime Rate) for the loans

8.5    Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Transactions between OAO Gazprom and OAO
       Bank VT B, to be entered into under a loan facility
       agreement between OAO Gazprom and the bank, involving
       receipt by OAO Gazprom of funds with a maximum amount
       of 3 0 billion Rubles, or its equivalent in U.S.
       Dollars or Euros, for a term not e xceeding 90
       calendar days, with interest for using the loans to be
       paid at a r ate not exceeding the reference offered
       rate for Ruble loans (deposits) in the  Moscow money
       market (MosPrime Rate) for the loans in Rubles, or the

8.6    Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Transactions between OAO Gazprom and OAO
       BANK RO SSIYA, to be entered into under Loan Facility
       Agreement No. ID00117/9 dated Ju ly 16, 2009 between
       OAO Gazprom and the bank, involving receipt by OAO
       Gazprom  of funds with a maximum amount of 100 million
       U.S. Dollars, for a term not ex ceeding 30 calendar
       days, with interest for using the loans to be paid at
       a ra te not exceeding the London Interbank Offered
       Rate (LIBOR) established for loa ns with a maturity
       equal to the period of using the applicable loan,

8.7    Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Transactions between OAO Gazprom and OAO
       BANK RO SSIYA, to be entered into under a loan
       facility agreement between OAO Gazprom and the bank,
       involving receipt by OAO Gazprom of funds with a
       maximum amount of 10 billion Rubles, or its equivalent
       in U.S. Dollars or Euros, for a term n ot exceeding 90
       calendar days, with interest for using the loans to be
       paid at  a rate not exceeding the reference offered
       rate for Ruble loans (deposits) in  the Moscow money
       market (MosPrime Rate), or the London Interbank

8.8    Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and
       Gazprombank ( Open Joint Stock Company), pursuant to
       which Gazprombank (Open Joint Stock Com pany) will
       accept and credit, upon the terms and conditions
       announced by it, f unds transferred to accounts opened
       by OAO Gazprom and conduct operations thro ugh the
       accounts, acting upon OAO Gazprom's instructions, as
       well as agreement s between OAO Gazprom and
       Gazprombank (Open Joint Stock Company) regarding mai
       ntenance in the account of a non-reducible balance

8.9    Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and Sberbank
       of R ussia OAO, OAO Bank VTB, OAO BANK ROSSIYA, and
       OAO Bank Rosselkhozbank, pursua nt to which the banks
       will accept and credit, upon the terms and conditions
       an nounced by the banks, funds transferred to accounts
       opened by OAO Gazprom and conduct operations through
       the accounts acting upon OAO Gazprom's instructions

8.10   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and Sberbank
       of R ussia OAO, OAO Bank VTB, OAO BANK ROSSIYA, and
       OAO Bank Rosselkhozbank, pursua nt to which the banks
       will provide services to OAO Gazprom making use of
       elect ronic payments system of the respective bank,
       including receipt from OAO Gazpr om of electronic
       payment documents for executing payment operations
       through th e accounts, provision of electronic
       statements of accounts and conduct of othe r
       electronic document processing, and OAO Gazprom will

8.11   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Foreign currency purchase/sale transactions
       betw een OAO Gazprom and Gazprombank (Open Joint Stock
       Company), to be entered into  under General Agreement
       on the Conduct of Conversion Operations No. 3446 betw
       een OAO Gazprom and the bank dated September 12, 2006,
       with a maximum amount o f 500 million U.S. Dollars or
       its equivalent in Rubles, Euros or other currenc y for
       each transaction

8.12   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Foreign currency purchase/sale transactions
       betw een OAO Gazprom and OAO Bank VTB to be entered
       into under General Agreement on  the Conduct of
       Conversion Operations No. 1 between OAO Gazprom and
       the bank d ated July 26, 2006, with a maximum amount
       of 500 million U.S. Dollars or its e quivalent in
       Rubles, Euros or other currency for each transaction

8.13   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       SOGAZ, pu rsuant to which OAO SOGAZ undertakes - in
       the event that any harm is caused to  the life or
       health of OAO Gazprom's employees ("insured persons")
       as a result  of an accident that occurs during the
       insured period or a disease having been  diagnosed
       during the effective period of the respective
       agreements ("insured events"), to make an insurance
       payment to the insured person or to the person
       designated by him (her) as his (her) beneficiary or to

8.14   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreement for deposit transactions procedure
       bet ween OAO Gazprom and OAO Bank VTB and deposit
       transactions between OAO Gazprom  and the bank to be
       entered into in accordance therewith, for the amount
       not e xceeding 30 billion Rubles or its equivalent in
       a foreign currency for each tr ansaction, at the rate
       not less than the product of 0.8 and the reference
       offe red rate for Ruble loans (deposits) in the Moscow
       money market (MosPrime Rate)  for the relevant period
       for Ruble-denominated transaction, or the product of

8.15   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreement for deposit transactions procedure
       bet ween OAO Gazprom and Gazprombank (Open Joint Stock
       Company) and deposit transa ctions between OAO Gazprom
       and the bank to be entered into in accordance there
       with, for the amount not exceeding 30 billion Rubles
       or its equivalent in a fo reign currency for each
       transaction, at the rate not less than the product of
       0.8 and the reference offered rate for Ruble loans
       (deposits) in the Moscow mo ney market (MosPrime Rate)
       for the relevant period for Ruble-denominated trans

8.16   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and
       Gazprombank ( Open Joint Stock Company), pursuant to
       which OAO Gazprom will grant suretyship s to secure
       performance by OAO Gazprom's subsidiary companies of
       their obligat ions to Gazprombank (Open Joint Stock
       Company) with respect to the bank's guar antees issued
       to the Russian Federation's tax authorities in
       connection with t he subsidiary companies challenging
       such tax authorities' claims in court, wit h an
       aggregate maximum amount equivalent to 500 million

8.17   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and
       Gazprombank ( Open Joint Stock Company), pursuant to
       which OAO Gazprom will issue suretyship s to secure
       performance by OAO Gazprom's subsidiary companies of
       their obligat ions to Gazprombank (Open Joint Stock
       Company) with respect to the bank's guar antees issued
       to the Russian Federation's tax authorities to secure
       obligation s of the above-mentioned companies to pay
       excise taxes in connection with expo rts of excisable
       oil products and eventual penalties, with a maximum

8.18   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Beltransg az whereby OAO Gazprom grants to OAO
       Beltransgaz temporary possession of Yamal -Europe
       trunk gas pipeline facilities and the relevant
       machinery located in th e Republic of Belarus, for a
       term of not more than 3 years, and OAO Beltransga z
       makes payments for the use of property in the amount
       not exceeding 270 milli on U.S. Dollars

8.19   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OOO
       Gazpromtr ans, pursuant to which OAO Gazprom will
       grant OOO Gazpromtrans temporary posse ssion and use
       of the infrastructure facilities of the railway
       stations of the Surgutskiy Condensate Stabilization
       Plant, of the Sernaya railway station and of the
       Tvyordaya Sera railway station, the facilities of the
       railway station s ituated in the town of
       Slavyansk-na-Kubani, as well as the software and
       hardwa re solutions "System for Managing OAO Gazprom's

8.20   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and DOAO
       Tsentren ergogaz of OAO Gazprom, pursuant to which OAO
       Gazprom will grant DOAO Tsentren ergogaz of OAO
       Gazprom temporary possession and use of the building
       and equipm ent of the repair and machining shop at the
       home base of the oil and gas produ ction department
       for the Zapolyarnoye gas-oil-condensate field,
       situated in th e Yamalo-Nenetskiy Autonomous Area,
       Tazovskiy District, township of Novozapoly arnyi, and
       the building and equipment of the repair and machining

8.21   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Tsentrgaz , pursuant to which OAO Gazprom will grant
       OAO Tsentrgaz temporary possession and use of the
       software and hardware solutions "System for Managing
       OAO Gazpro m's Property and Other Assets at OAO
       Tsentrgaz Level (ERP)", "OAO Gazprom Long -Term
       Investments Reporting and Analysis System (LTIAA) at
       OAO Tsentrgaz Level ", "System of Reporting and
       Analysis of Information on Non-Core Assets within OAO
       Gazprom System (RAINCA) at OAO Tsentrgaz Level" and

8.22   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom will
       grant OAO Gazprom Promgaz temporary  possession and
       use of experimental prototypes of gas-using equipment
       (self-co ntained modular boiler installation,
       recuperative air heater, mini-boiler unit , radiant
       panel heating system, U-shaped radiant tube,
       modularized complete fu ll-function small-sized gas
       and water treatment installations for coal bed met
       hane extraction wells, well-head equipment, borehole

8.23   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and
       Gazprombank ( Open Joint Stock Company), pursuant to
       which OAO Gazprom will grant Gazpromban k (Open Joint
       Stock Company) temporary possession and use of the
       non-residenti al premises in a building that are
       situated at 31 Lenina Street, Yugorsk, Tyum en Region
       and are used to house a branch of Gazprombank (Open
       Joint Stock Comp any), with a total floor space of
       1,600 square meters, and the plot of land oc cupied by
       the building and required for the use of that

8.24   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom N eftekhim Salavat, pursuant to which OAO
       Gazprom will grant OAO Gazprom Neftekh im Salavat
       temporary possession and use of the gas condensate
       pipeline running  from the Karachaganakskoye gas
       condensate field to the Orenburg Gas Refinery for a
       period not exceeding 12 months, and OAO Gazprom
       Neftekhim Salavat will m ake payment for using such
       property up to a maximum amount of 240,000 Rubles

8.25   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Transactions between OAO Gazprom and OAO
       Rosselk hozbank, to be entered into under a loan
       facility agreement between OAO Gazpro m and the bank,
       involving receipt by OAO Gazprom of funds with a
       maximum amoun t of 50 billion Rubles, or its
       equivalent in U.S. Dollars or Euros, for a term  not
       exceeding 90 calendar days, with interest for using
       the loans to be paid at a rate not exceeding the
       reference offered rate for Ruble loans (deposits) in
       the Moscow money market (MosPrime Rate), or the London

8.26   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OOO
       Gazprom E xport, pursuant to which OAO Gazprom will
       grant OOO Gazprom Export temporary p ossession and use
       of the software and hardware solutions "OAO Gazprom
       Long-Ter m Investments Reporting and Analysis System
       (LTIAA) at OOO Gazprom Export Leve l" and "System of
       Reporting and Analysis of Information on Non-Core
       Assets wit hin OAO Gazprom System (RAINCA) at OOO
       Gazprom Export Level" for a period not exceeding 12
       months, and OOO Gazprom Export will make payment for

8.27   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom N eft, pursuant to which OAO Gazprom will
       grant OAO Gazprom Neft temporary posse ssion and use
       of an M-468R special-purpose communications
       installation, as wel l as the software and hardware
       solutions "System for Managing OAO Gazprom's Pr operty
       and Other Assets at OAO Gazprom Neft Level (ERP)",
       "OAO Gazprom Long-Te rm Investments Reporting and
       Analysis System (LTIAA) at OAO Gazprom Neft Level ",
       "System of Reporting and Analysis of Information on

8.28   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom S pace Systems, pursuant to which OAO Gazprom
       will grant OAO Gazprom Space Syste ms temporary
       possession and use of the software and hardware
       solutions "System  for Managing OAO Gazprom's Property
       and Other Assets at OAO Gazprom Space Sys tems Level
       (ERP)", "OAO Gazprom Long-Term Investments Reporting
       and Analysis S ystem (LTIAA) at OAO Gazprom Space
       Systems Level" and "Electronic Archive Modu le at OAO
       Gazprom Space Systems Level" for a period not

8.29   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and ZAO
       Yamalgazi nvest, pursuant to which OAO Gazprom will
       grant ZAO Yamalgazinvest temporary p ossession and use
       of the software and hardware solutions "System for
       Managing OAO Gazprom's Property and Other Assets at
       ZAO Yamalgazinvest Level (ERP)" and  "Electronic
       Archive Module at ZAO Yamalgazinvest Level" for a
       period not exce eding 12 months, and ZAO
       Yamalgazinvest will make payment for using such prope
       rty up to a maximum amount of 4 million Rubles

8.30   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and ZAO
       Gazprom I nvest Yug, pursuant to which OAO Gazprom
       will grant ZAO Gazprom Invest Yug tem porary
       possession and use of the software and hardware
       solutions "System for M anaging OAO Gazprom's Property
       and Other Assets at ZAO Gazprom Invest Yug Leve l
       (ERP)" and "Electronic Archive Module at ZAO Gazprom
       Invest Yug Level" for a  period not exceeding 12
       months, and ZAO Gazprom Invest Yug will make payment
       for using such property up to a maximum amount of 4.1

8.31   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OOO
       Gazprom M ezhregiongaz, pursuant to which OAO Gazprom
       will grant OOO Gazprom Mezhregiong az temporary
       possession and use of the software and hardware
       solutions "System  for Managing OAO Gazprom's Property
       and Other Assets at OOO Gazprom Mezhregio ngaz Level
       (ERP)", "OAO Gazprom Long-Term Investments Reporting
       and Analysis S ystem (LTIAA) at OOO Gazprom
       Mezhregiongaz Level", "System of Reporting and An
       alysis of Information on Non-Core Assets within OAO

8.32   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OOO
       Gazprom K omplektatsiya, pursuant to which OAO Gazprom
       will grant OOO Gazprom Komplektat siya temporary
       possession and use of the software and hardware
       solutions "Syst em for Managing OAO Gazprom's Property
       and Other Assets at OOO Gazprom Komplek tatsiya Level
       (ERP)", "OAO Gazprom Long-Term Investments Reporting
       and Analysi s System (LTIAA) at OOO Gazprom
       Komplektatsiya Level", "System of Reporting an d
       Analysis of Information on Non-Core Assets within OAO

8.33   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OOO
       Gazprom T sentrremont, pursuant to which OAO Gazprom
       will grant OOO Gazprom Tsentrremont  temporary
       possession and use of the software and hardware
       complexes "System f or Managing OAO Gazprom's Property
       and Other Assets at OOO Gazprom Tsentrremon t Level
       (ERP)", "OAO Gazprom Long-Term Investments Reporting
       and Analysis Syst em (LTIAA) at OOO Gazprom
       Tsentrremont Level", and "Electronic Archive Module at
       OOO Gazprom Tsentrremont Level" for a period not

8.34   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and ZAO
       Gazprom t elecom, pursuant to which OAO Gazprom will
       grant ZAO Gazprom telecom temporary  possession and
       use of communications facilities comprised of
       buildings, commu nications lines, communications
       networks, cable duct systems and equipment, wh ich are
       located in the city of Moscow, the city of Saint
       Petersburg, the city of Maloyaroslavets, the city of
       Rostov-on-Don, the city of Kaliningrad, the Mo scow
       Region and the Smolensk Region of the Russian

8.35   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: An agreement between OAO Gazprom and OAO
       Gazprom  Promgaz, whereby OAO Gazprom Promgaz
       undertakes to provide services to OAO Ga zprom in
       respect of the development of the schedule of events
       to transition to  the operation of gas distribution
       systems on the basis of their actual techni cal
       condition, within 18 months from the date of
       execution, and OAO Gazprom wi ll make payments for
       such services up to a maximum amount of 9.7 mln Rubles

8.36   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom G azoraspredeleniye, pursuant to which OAO
       Gazprom will grant OAO Gazprom Gazora spredeleniye
       temporary possession and use of the property complex
       of a gas-dis tribution system comprised of facilities
       intended for the transportation and f eeding of gas
       directly to consumers (gas pipeline branches,
       distribution gas p ipelines, inter-township and
       intra-street gas pipelines, high-, medium-, and l
       ow-pressure gas pipelines, gas control units, and

8.37   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Druzhba, pursuant to which OAO Gazprom will grant OAO
       Druzhba temporary possession and use of the facilities
       of Druzhba vacation center (hotels, effluent treatment
       f acilities, transformer substations, entrance
       checkpoints, cottages, utility ne tworks, metal
       fences, parking areas, ponds, roads, pedestrian
       crossings, sites , sewage pumping station, sports
       center, roofed ground-level arcade, servicing
       station, diesel-generator station, boiler house

8.38   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OOO
       Gazprom I nvestproekt, whereby OOO Gazprom
       Investproekt undertakes to provide to OAO Gaz prom
       research, analytical, consulting, organizational, and
       management services  in the sphere of organizational
       and contractual structuring of projects, arra ngement
       of borrowings, supervision of target application, and
       timely commissio ning of sites as part of various
       investment projects, acting in the interests of OAO
       Gazprom, within 5 years from the date of execution,

8.39   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OOO
       Gazprom E xport, pursuant to which OOO Gazprom Export
       undertakes, acting upon OAO Gazpro m's instructions
       and for a total fee not exceeding 300 million Rubles,
       in its own name, but for OAO Gazprom's account, to
       accept commercial products owned b y OAO Gazprom,
       including crude oil, gas condensate, sulphur and
       refined produc ts (gasoline, liquefied gases, diesel
       oil, fuel oil etc.) and sell them in the  market
       outside the territory of the Russian Federation, in

8.40   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and ZAO
       Northgas,  pursuant to which ZAO Northgas will
       deliver, and OAO Gazprom will accept (tak e off), gas
       in the amount not exceeding 70 million cubic meters,
       deliverable o n a monthly basis, and OAO Gazprom will
       make payment for the gas up to an aggr egate maximum
       amount of 102 million Rubles

8.41   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Severneft egazprom, pursuant to which OAO
       Severneftegazprom will deliver, and OAO Gazpro m will
       accept (take off), gas in the amount not exceeding 30
       billion cubic met ers, and OAO Gazprom will make
       payment for the gas up to an aggregate maximum amount
       of 48.6 billion Rubles

8.42   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       NOVATEK, pursuant to which OAO NOVATEK will deliver,
       and OAO Gazprom will accept (take off), gas in the
       amount not exceeding 40 billion cubic meters, and OAO
       Gazprom  will make payment for the gas up to an
       aggregate maximum amount of 81.1 billi on Rubles

8.43   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OOO
       Gazprom M ezhregiongaz, pursuant to which OAO Gazprom
       will provide services related to a rranging for the
       transportation of gas in a total amount not exceeding
       4 billi on cubic meters across the territory of the
       Russian Federation and the Republi c of Kazakhstan,
       and OOO Gazprom Mezhregiongaz will make payment for
       the servi ces related to arranging for the
       transportation of gas via trunk gas pipelines  up to
       an aggregate maximum amount of 7.8 billion Rubles

8.44   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Tomskgazp rom, pursuant to which OAO Gazprom will
       provide services related to arranging for the
       transportation of gas in a total amount not exceeding
       3.5 billion cubi c meters, and OAO Tomskgazprom will
       make payment for the services related to a rranging
       for the transportation of gas via trunk gas pipelines
       up to an aggreg ate maximum amount of 2 billion Rubles

8.45   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom N eft, pursuant to which OAO Gazprom will
       provide services related to arranging for the
       transportation of gas in a total amount not exceeding
       7 billion cubic meters and OAO Gazprom Neft will make
       payment for the services related to arra nging for the
       transportation of gas via trunk gas pipelines up to an
       aggregate  maximum amount of 6.3 billion Rubles

8.46   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       NOVATEK, pursuant to which OAO Gazprom will provide
       services related to arranging for t he injection of
       gas owned by OAO NOVATEK into underground gas storage
       faciliti es and its storage in such facilities in the
       amount not exceeding 12.75 billio n cubic meters, and
       OAO NOVATEK will make payment for the services related
       to arranging for gas injection and storage up to an
       aggregate maximum amount of 1 0.75 billion Rubles, as
       well as OAO Gazprom will provide services related to a

8.47   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and
       Gazprombank ( Open Joint Stock Company), pursuant to
       which the bank will provide guarantees to the customs
       authorities of the Russian Federation in regard to the
       obligati ons of OAO Gazprom as a customs broker
       (representative) to the extent concerni ng the payment
       of customs duties and eventual interest and penalties
       up to a m aximum amount of 1 million Euros, with a fee
       due to the bank at a rate not exc eeding 1% per annum
       of the amount of the guarantee

8.48   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OOO
       Gazprom M ezhregiongaz, pursuant to which OAO Gazprom
       undertakes, acting on behalf of OO O Gazprom
       Mezhregiongaz and upon its instructions, to declare
       for customs purp oses the natural gas transported by
       pipeline across the customs border of the Russian
       Federation, and OOO Gazprom Mezhregiongaz undertakes
       to pay for such s ervices in the amount not exceeding
       3,000 Rubles per cargo customs declaration , as well
       as the value added tax at the rate required by the

8.49   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       NOVATEK, pursuant to which OAO Gazprom undertakes,
       acting on behalf of OAO NOVATEK and upon its
       instructions, to declare for customs purposes the
       natural gas transpo rted by pipeline across the
       customs border of the Russian Federation, and OAO
       NOVATEK undertakes to pay for such services in the
       amount not exceeding 1.58 R ubles per thousand cubic
       meters of natural gas, as well as the value added tax
       at the rate required by the effective legislation of

8.50   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom N eft, pursuant to which OAO Gazprom
       undertakes, acting on behalf of OAO Gazprom  Neft and
       upon its instructions, to declare for customs purposes
       the natural g as transported by pipeline across the
       customs border of the Russian Federation , and OAO
       Gazprom Neft undertakes to pay for such services in
       the amount not e xceeding 1.58 Rubles per thousand
       cubic meters of natural gas, as well as the value
       added tax at the rate required by the effective

8.51   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and ZAO
       Kaunas He at-Electric Generating Plant whereby OAO
       Gazprom will sell, and ZAO Kaunas Hea t-Electric
       Generating Plant will buy in 2013 not less than 410
       million cubic m eters of gas, for a total of up to 185
       million Euros

8.52   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and a/s
       Latvijas Gaze, pursuant to which OAO Gazprom will
       sell, and a/s Latvijas Gaze will purc hase, gas in the
       amount not exceeding 1.5 billion cubic meters for an
       aggregat e maximum amount of 675 million Euros in 2013
       and pursuant to which a/s Latvij as Gaze will provide
       services related to injection into and storage in the
       Inc ukalna underground gas storage facility of gas
       owned by OAO Gazprom, and relat ed to its off-taking
       and transportation across the territory of the

8.53   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and AB
       Lietuvos D ujos, pursuant to which OAO Gazprom will
       sell, and AB Lietuvos Dujos will purc hase, gas in the
       amount not exceeding 1.5 billion cubic meters with an
       aggrega te maximum amount of 675 million Euros in 2013
       and pursuant to which AB Lietuv os Dujos will provide
       services related to the transportation of gas in
       transpo rt mode across the territory of the Republic
       of Lithuania in the amount not ex ceeding 2.5 billion
       cubic meters in 2013 and OAO Gazprom will make payment

8.54   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and AO
       Moldovagaz , pursuant to which OAO Gazprom will sell
       and AO Moldovagaz will purchase gas in the amount not
       exceeding 10.4 billion cubic meters for an aggregate
       maximum  amount of 3.9 billion U.S. Dollars in 2012 -
       2014 and pursuant to which AO Mo ldovagaz will provide
       services related to the transportation of gas in
       transpo rt mode across the territory of the Republic
       of Moldova in the amount not exce eding 70 billion
       cubic meters in 2012 - 2014, and OAO Gazprom will make

8.55   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and KazRosGaz
       LLP , pursuant to which OAO Gazprom will provide
       services related to arranging for  the transportation
       of 8 billion cubic meters of gas in 2013, and
       KazRosGaz LL P will make payment for the services
       related to arranging for the transportati on of gas
       via trunk gas pipelines up to an aggregate maximum
       amount of 40 mill ion U.S. Dollars

8.56   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Beltransg az, pursuant to which OAO Gazprom sells, and
       OAO Beltransgaz buys, gas in 2013  in the amount not
       exceeding 23 billion cubic meters with an aggregate
       maximum  amount of 4.1 billion U.S. Dollars and
       pursuant to which OAO Beltransgaz in 2 013 will
       provide gas-transportation services in the transit
       mode in the territ ory of the Republic of Belarus in
       an aggregate maximum amount of 60 billion cu bic
       meters, while OAO Gazprom will make payment for such

8.57   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and GAZPROM
       Germa nia GmbH, pursuant to which OAO Gazprom will
       provide services related to arran ging for the
       transportation of natural gas owned by GAZPROM
       Germania GmbH acro ss the territory of the Republic of
       Kazakhstan, the Republic of Uzbekistan, th e Russian
       Federation, and the Republic of Belarus in the amount
       not exceeding 2 billion cubic meters, and GAZPROM
       Germania GmbH will make payment for the se rvices
       related to arranging for the transportation of gas via

8.58   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OOO
       Gazpromtr ans, pursuant to which OOO Gazpromtrans
       undertakes, acting upon OAO Gazprom's instructions and
       for a fee with an aggregate maximum amount of 1.24
       billion Ru bles, in its own name, but for the account
       of OAO Gazprom, to ensure in 2012-2 013 arrangement of
       operations related to the development and assessment
       of cos t estimate documentation, start-up and
       commissioning work at OAO Gazprom's fac ilities,
       commissioned under investment project implementation

8.59   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and ZAO
       Gazprom I nvest Yug, pursuant to which ZAO Gazprom
       Invest Yug undertakes, acting upon OA O Gazprom's
       instructions and for a fee with an aggregate maximum
       amount of 5.6 6 million Rubles, in its own name, but
       for the account of OAO Gazprom, to ensu re in
       2012-2013 arrangement of operations related to the
       development and asses sment of cost estimate
       documentation, start-up and commissioning work at OAO
       G azprom's facilities, commissioned under investment

8.60   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OOO
       Gazprom T sentrremont, pursuant to which OOO Gazprom
       Tsentrremont undertakes, acting upo n OAO Gazprom's
       instructions and for a fee with an aggregate maximum
       amount of  1.06 million Rubles, in its own name, but
       for the account of OAO Gazprom, to ensure in 2012-2013
       arrangement of operations related to the development
       and a ssessment of cost estimate documentation,
       start-up and commissioning work at O AO Gazprom's
       facilities, commissioned under investment project

8.61   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and ZAO
       Yamalgazi nvest, pursuant to which ZAO Yamalgazinvest
       undertakes, acting upon OAO Gazpro m's instructions,
       for a fee with an aggregate maximum amount of 7.41
       million R ubles, in its own name, but for the account
       of OAO Gazprom, to ensure in 2012- 2013 arrangement of
       operations related to the development and assessment
       of co st estimate documentation, start-up and
       commissioning work at OAO Gazprom's fa cilities,
       commissioned under investment project implementation

8.62   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom S pace Systems, pursuant to which OAO Gazprom
       Space Systems undertakes, during t he period between
       July 1, 2012 and December 31, 2013, acting upon OAO
       Gazprom' s instructions, to provide services related
       to the implementation of OAO Gazpr om's investment
       projects involving construction and commissioning of
       facilitie s, and OAO Gazprom undertakes to pay for
       such services up to a maximum amount of 170 thousand
       Rubles

8.63   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and ZAO
       Gazprom t elecom, pursuant to which ZAO Gazprom
       telecom undertakes, during the period be tween July 1,
       2012 and December 31, 2013, acting upon OAO Gazprom's
       instructio ns, to provide services related to
       implementation of OAO Gazprom's investment projects
       involving construction and commissioning of
       facilities, and OAO Gazpr om undertakes to pay for
       such services up to a maximum amount of 130 thousand
       Rubles

8.64   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and ZAO
       Gazprom I nvest Yug, pursuant to which ZAO Gazprom
       Invest Yug undertakes, during the per iod between July
       1, 2012 and December 31, 2013, acting upon OAO
       Gazprom's inst ructions, to provide services related
       to implementation of OAO Gazprom's inves tment
       projects involving construction and commissioning of
       facilities, and OAO  Gazprom undertakes to pay for
       such services up to a maximum amount of 4,109.9
       million Rubles

8.65   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OOO
       Gazpromtr ans, pursuant to which OOO Gazpromtrans
       undertakes, during the period between July 1, 2012 and
       December 31, 2013, acting upon OAO Gazprom's
       instructions, to  provide services related to
       implementation of OAO Gazprom's investment projec ts
       involving construction and commissioning of
       facilities, and OAO Gazprom und ertakes to pay for
       such services up to maximum amount of 320.53 million
       Rubles

8.66   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Master Agreement on conversion forward and
       swap transactions between OAO Gazprom and OAO Bank
       VTB, as well as currency forward  and swap
       transactions between OAO Gazprom and OAO Bank VTB
       entered into under  the Master Agreement, up to the
       maximum amount of 300 million US Dollars or i ts
       equivalent in Rubles, Euro or any other currency for
       each transaction

8.67   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Deposit transactions procedure agreement
       between  OAO Gazprom and OAO Rosselkhozbank as well as
       deposit transactions between OA O Gazprom and OAO
       Rosselkhozbank thereunder, up to the maximum amount of
       30 bi llion Rubles or its equivalent in any other
       currency for each transaction, at the rate of at least
       the product of 0.8 and the reference offer rate for
       loans  (deposits) in Rubles in the Moscow money market
       (MosPrime Rate) for the relev ant maturity, for
       transactions in Rubles, or the product of 0.8 and

8.68   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OOO
       Gazprom T sentrremont, pursuant to which OOO Gazprom
       Tsentrremont undertakes, during the  period between
       July 1, 2012 and December 31, 2013, acting upon OAO
       Gazprom's instructions, to provide services related to
       implementation of OAO Gazprom's i nvestment projects
       involving construction and commissioning of
       facilities, and  OAO Gazprom undertakes to pay for
       such services up to a maximum amount of 777 .15
       million Rubles

8.69   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Tsentrgaz , pursuant to which OAO Tsentrgaz
       undertakes, during the period between July 1 , 2012
       and December 31, 2013, acting upon OAO Gazprom's
       instructions, to provi de services related to
       implementation of OAO Gazprom's investment projects
       inv olving construction and commissioning of
       facilities, and OAO Gazprom undertake s to pay for
       such services up to a maximum amount of 500 thousand
       Rubles

8.70   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OOO
       Gazprom K omplektatsia, pursuant to which OOO Gazprom
       Komplektatsia undertakes, during t he period between
       July 1, 2012 and December 31, 2013, acting upon OAO
       Gazprom' s instructions, for a total fee not exceeding
       150 million Rubles, in its own n ame, but for the
       account of OAO Gazprom, to provide services related to
       suppli es of well-repair equipment for the specialized
       subsidiaries of OAO Gazprom

8.71   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       SOGAZ, pu rsuant to which OAO SOGAZ undertakes, in the
       event of loss or destruction of, or damage to,
       including deformation of the original geometrical
       dimensions of the structures or individual elements
       of, machinery or equipment; linear porti ons,
       technological equipment and fixtures of trunk gas
       pipelines, petroleum pi pelines or refined product
       pipelines; property forming part of wells; natural gas
       held at facilities of the Unified Gas Supply System in

CMMT   PLEASE NOTE THAT THIS AGENDA IS CONTINUED ON MEETING      Non-Voting
       100215, WHICH WILL CONTAI N RESOLUTION ITEMS 8.72 TO
       10.11. THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 GAZPROM OAO, MOSCOW                                                                         Agenda Number:  703921913
--------------------------------------------------------------------------------------------------------------------------
    Security:  368287207                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  29-Jun-2012
        ISIN:  US3682872078
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


CMMT   PLEASE NOTE THAT BECAUSE OF THE SIZE OF THE AGENDA        Non-Voting
       [148 RESOLUTIONS] FOR THE G AZPROM OF RUSSIA MEETING.
       THE AGENDA HAS BEEN BROKEN UP AMONG TWO INDIVIDUAL M
       EETINGS. THE MEETING IDS AND HOW THE RESOLUTIONS HAVE
       BEEN BROKEN OUT ARE AS F OLLOWS: MEETING ID 999132
       [RESOLUTIONS 1 THROUGH 8.71] AND MID 100215 [RESOLUT
       IONS 8.72 THROUGH 10.11]. IN ORDER TO VOTE ON THE
       COMPLETE AGENDA OF THIS MEET ING YOU MUST VOTE ON BOTH
       THE MEETINGS.

8.72   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       SOGAZ, pu rsuant to which OAO SOGAZ undertakes, in the
       event that harm is caused to the life, health or
       property of other persons or the natural environment
       as a resu lt of an incident occurring in the course of
       the conduction by OAO Gazprom, it s subsidiaries and
       dependent companies (whether existing or those
       becoming a s ubsidiary or a dependent company of OAO
       Gazprom during the term of the agreeme nt) of their
       respective statutory activities ("insured events"), to

8.73   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       SOGAZ, pu rsuant to which OAO SOGAZ undertakes, in the
       event that harm is caused to the life, health or
       property of other persons or the natural environment
       as a resu lt of an emergency or incident occurring,
       among other things, as a result of a  terrorist act at
       a hazardous industrial facility operated by OAO
       Gazprom ("in sured events"), to make an insurance
       payment to physical persons whose life, h ealth or
       property has been harmed, to legal entities whose

8.74   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and ZAO
       Yamalgazi nvest, pursuant to which ZAO Yamalgazinvest
       undertakes, during the period betw een July 1, 2012
       and December 31, 2013, acting upon OAO Gazprom's
       instructions , to provide services related to
       implementation of OAO Gazprom's investment pr ojects
       involving construction and commissioning of
       facilities, and OAO Gazprom  undertakes to pay for
       such services up to maximum amount of 18,392.8 million
       Rubles

8.75   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes, during the period be tween
       December 1, 2012 and March 30, 2016, acting upon OAO
       Gazprom's instructi ons, to provide services related
       to the monitoring of OAO Gazprom's gas facili ties,
       and OAO Gazprom undertakes to pay for such services up
       to maximum amount  of 34.9 million Rubles

8.76   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       SOGAZ, pu rsuant to which OAO SOGAZ undertakes, in the
       event that any employees of OAO G azprom or members of
       their families or retired former employees of OAO
       Gazprom  or members of their families (insured persons
       who are beneficiaries) apply to  a health care
       institution for medical services ("insured events"),
       to arrange  and pay for such medical services to the
       insured persons up to the aggregate insurance amount
       not exceeding 550 billion Rubles, and OAO Gazprom

8.77   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreement between OAO Gazprom and OAO SOGAZ,
       pur suant to which OAO SOGAZ undertakes, in the event
       of: assertion of claims agai nst members of the Board
       of Directors or the Management Committee of OAO Gazpr
       om who are not persons holding state positions in the
       Russian Federation or po sitions in the state civil
       service (insured persons), by physical persons or l
       egal entities for whose benefit the agreement will be
       entered into and who cou ld suffer harm, including
       shareholders of OAO Gazprom, debtors and creditors o f

8.78   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreement between OAO Gazprom and OAO SOGAZ,
       pur suant to which OAO SOGAZ undertakes, in the event
       of any liability incurred by  OAO Gazprom in its
       capacity as a customs broker as a result of any harm
       cause d to the assets of any third persons represented
       by OAO Gazprom in connection with the conduct of
       customs operations (beneficiaries) or as a consequence
       of any breaches of the contracts signed with such
       persons ("insured events"), to make an insurance
       payment to the persons concerned up to an aggregate

8.79   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       SOGAZ, pu rsuant to which OAO SOGAZ undertakes, in the
       event that any harm (damage or de struction) is caused
       to a transportation vehicle owned by OAO Gazprom or
       that such vehicle is stolen or hijacked or that any of
       the individual components, p arts, units, devices, and
       supplementary equipment installed on such transporta
       tion vehicle is stolen ("insured events"), to make an
       insurance payment to OAO  Gazprom (as the beneficiary)
       up to the aggregate insurance amount of 1,291 mi llion

8.80   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreement between OAO Gazprom and OAO
       Gazprom Pr omgaz, pursuant to which OAO Gazprom
       Promgaz undertakes to provide for a perio d of 18
       months after the execution date of the agreement,
       acting upon OAO Gazp rom's instructions, services
       involved in the production of a reference book on  the
       legislative and other legal regulation of gas
       distribution operations, wh ile OAO Gazprom undertakes
       to make payment for such services up to an aggregat e
       maximum amount of 4.2 million Rubles

8.81   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Vostokgaz prom, Gazprombank (Open Joint Stock
       Company), ZAO Gazprom Telecom, OAO Gazprom  Promgaz,
       OAO Gazprom Gazoraspredeleniye, OOO Gazprom Export,
       OOO Gazpromtrans , ZAO Gazprom Invest Yug, OAO Gazprom
       Space Systems, OOO Gazprom Komplektatsiy a, OAO
       Gazprom Neft, OAO Druzhba, OOO Gazprom Mezhregiongaz,
       OAO Gazprom Nefte khim Salavat, OAO SOGAZ, DOAO
       Tsentrenergogaz of OAO Gazprom, OAO Tsentrgaz, O OO
       Gazprom Tsentrremont, ZAO Yamalgazinvest, OAO Gazprom

8.82   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes to perform during the  period of
       three years after their execution, acting upon OAO
       Gazprom's instru ctions, pre-investment research work
       for OAO Gazprom covering the following su bjects:
       "Substantiation of investments in the construction of
       an experimental commercial LNG unit using national
       technologies and equipment", "Substantiatio n of
       investments in the commercial development and

8.83   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes during the period of three years
       after their execution, acting upon OAO Gazprom's
       instructions, to provide services involved in the cost
       analysis of design and surveying works a s part of the
       estimated value of the construction project in
       accordance with t he approved project documents with
       due regard for the type and capacity of the
       respective facility on the basis of the relevant

8.84   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes during the period of three years
       after their execution, acting upon OAO Gazprom's
       instructions, to provide services involved in the
       production of collected cost estimates for se rial
       equipment, logistical support, and human resources by
       the concentrated co nstruction clusters to the extent
       concerning OAO Gazprom facilities as at Janu ary 1,
       2012, the normative-cost support for the Comprehensive

8.85   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes during the period of three years
       after their execution, acting upon OAO Gazprom's
       instructions, to provide services involved in the
       implementation of programs for the scientific  and
       technical cooperation of OAO Gazprom with foreign
       partner companies, and OAO Gazprom undertakes to make
       payment for such services up to an aggregate ma ximum
       amount of two million Rubles

8.86   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes to perform during the  period of
       three years after their execution, acting upon OAO
       Gazprom's instru ctions, research work for OAO Gazprom
       covering the following subjects: "Drafti ng of
       regulatory documents relating to electric power
       business of OAO Gazprom,  "Development of guidelines
       to determine budget cost variation indices for oil
       and gas well construction, abandonment, suspension and

8.87   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes to perform during the  period of
       three years after their execution, acting upon OAO
       Gazprom's instru ctions, research work for OAO Gazprom
       covering the following subjects: "Improv ements to the
       pricing and rate setting methods for the works
       relating to the c onstruction of gas production
       facilities at the Northern seas by OAO Gazprom",
       "Selection of methods of enhancement of power

8.88   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes to perform during the  period of
       three years after their execution, acting upon OAO
       Gazprom's instru ctions, research work for OAO Gazprom
       covering the following subjects: "Analys is of changes
       in the properties and characteristics of polyethylene
       pipes of t he existing gas pipelines which determine
       their service life", "Development of  OAO Gazprom gas
       facilities reconstruction and technical re-equipment

8.89   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes to perform during the  period of
       three years after their execution, acting upon OAO
       Gazprom's instru ctions, research work for OAO Gazprom
       covering the following subjects: "Develo pment of
       basic principles and methods for the development of
       minor-reserve fie lds in order to optimize hydrocarbon
       production costs using investment designi ng
       instruments on the basis of the project financing

8.90   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes to perform during the  period of
       three years after their execution, acting upon OAO
       Gazprom's instru ctions, research work for OAO Gazprom
       covering the following subjects: "Analyt ical research
       to determine the cost of 1 km of drilling at OAO
       Gazprom fields and sites", "Development multi-method
       geophysical technology of examination of  a
       coal-methanol strip mine and oil shale", "Information

8.91   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes to perform during the  period of
       three years after their execution, acting upon OAO
       Gazprom's instru ctions, research work for OAO Gazprom
       covering the following subjects: "Develo pment of
       methodological recommendations in relation to the
       determination of ap propriate terms for the beginning
       of reconstruction of gas transportation faci lities",
       "Marketing research and determination of potential

8.92   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes to perform during the  period of
       three years after their execution, acting upon OAO
       Gazprom's instru ctions, research work for OAO Gazprom
       covering the following subjects: "Develo pment of
       Gazprom Corporate Standard "Regulations on the
       start-up and commissio ning of the heat-and-power
       equipment of heat-supply systems", "Development of
       Gazprom Corporate Standard "OAO Gazprom Water Supply

8.93   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes to perform during the  period of
       three years after their execution, acting upon OAO
       Gazprom's instru ctions, research work for OAO Gazprom
       covering the following subjects: "Concep t for the
       development of the gas-chemical industry in the
       Yamalo-Nenetsky Auto nomous District", "Concept for
       the comprehensive development of power supplies  in
       the Yamalo-Nenetsky Autonomous District",

8.94   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes to perform during the  period of
       three years after their execution, acting upon OAO
       Gazprom's instru ctions, research work for OAO Gazprom
       covering the following subjects: "Resear ch into the
       possibility to use non-conventional gas-supply sources
       (coal-bed m ethane, gas hydrates, shale gas,
       small-sized fields, etc.). Relevant recommend ations",
       "Forecast as to the commissioning of a gas pipeline

8.95   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes to perform during the  period of
       three years after their execution, acting upon OAO
       Gazprom's instru ctions, research work for OAO Gazprom
       covering the following subjects: "Assess ment of the
       possibility to use liquefied natural gas with a view
       to evening ou t seasonal vacillations in
       gas-distribution systems", Preparation of a program
       for the reconstruction and technical re-equipment of

8.96   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes to perform during the  period of
       three years after their execution, acting upon OAO
       Gazprom's instru ctions, research work for OAO Gazprom
       covering the following subjects: "Improv ements to the
       regulatory and methodological basis for increases in
       the energy efficiency of buildings and structures and
       to the utilization of fuel and ener gy resources at
       OAO Gazprom facilities", "Preparation of procedures

8.97   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes to perform during the  period of
       three years after their execution, acting upon OAO
       Gazprom's instru ctions, research work for OAO Gazprom
       covering the following subjects: "Prepar ation of
       technical proposals for efficient power plant use on
       the basis of ren ewable energy sources and
       non-conventional hydrocarbon energy resources", Prep
       aration of collected labor cost estimates for the

8.98   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes to perform during the  period of
       one year after their execution, acting upon OAO
       Gazprom's instructi ons, research work for OAO Gazprom
       covering the following subjects: "Preparati on of
       draft programs to put motor transport and agricultural
       machinery to usin g gas motor fuel in Sakhalin, in
       Khabarovsk, Primorsk, and Kamchatka provinces ",
       "Preparation of feasibility studies and proposals to

8.99   Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: An agreement between OAO Gazprom and OAO
       Gazprom  Promgaz, pursuant to which OAO Gazprom
       Promgaz undertakes within the period f rom the
       execution date and up to July 1, 2015, following OAO
       Gazprom's instruc tions, to provide services related
       to the evaluation of current level of gasif ication of
       the Russian regions, and OAO Gazprom will make
       payments for a total  of up to 26.1 million Rubles

8.100  Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes to perform during the  period of
       two years after their execution, acting upon OAO
       Gazprom's instruct ions, research work for OAO Gazprom
       covering the following subjects: "Preparat ion of
       collections of estimated prices for the equipment,
       inventory and fuel, used in the construction of wells
       as of January 1, 2012", "Increase of seismic
       resolution using second harmonics at coal-methanol

8.101  Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes to perform during the  period of
       two years after their execution, acting upon OAO
       Gazprom's instruct ions, research work for OAO Gazprom
       covering the following subjects: "Developm ent of
       regulatory framework for use of geosynthetics at OAO
       Gazprom's faciliti es", "Updating of project
       indicators and project solutions for the development
       of Kovykta and Chikansky gas and condensate fields",

8.102  Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes to perform during the  period of
       three years after their execution, acting upon OAO
       Gazprom's instru ctions, research work for OAO Gazprom
       covering the following subjects: "Review  of OAO
       Gazprom Standard 2-1.13-317-2009 "Graphic display of
       facilities of the  unified gas supply system on the
       process flow charts", and development of sec tions on
       graphic display of equipment on the layouts of

8.103  Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom P romgaz, pursuant to which OAO Gazprom
       Promgaz undertakes during the period of 18 months
       after their execution, acting upon OAO Gazprom's
       instructions, to pr ovide services involved in
       maintaining the information portal of the Office fo r
       Conversion to Gas Services and Gas Uses in order to
       monitor, diagnose, and m anage gas facilities, while
       OAO Gazprom undertakes to make payment for such se
       rvices up to an aggregate maximum amount of 3.7

8.104  Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and Gazprom
       EP In ternational B.V. (the "Licensee"), pursuant to
       which OAO Gazprom will provide the Licensee with an
       ordinary (non-exclusive) license to use its trademarks
       "G azprom" and , as registered with the World
       Intellectual Property Organization (Nos. of
       international registration 807841, 807842, date of
       international regi stration - April 22, 2003), on
       goods and on the labels or packaging of goods, or
       during the performance of work or the provision of

8.105  Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreement between OAO Gazprom and OAO
       Gazprom Ga zoraspredeleniye, pursuant to which OAO
       Gazprom Gazoraspredeleniye within the time from its
       execution and up to December 31, 2013, acting upon OAO
       Gazprom's  instructions, undertakes to provide
       services involved in the organization and  conduct of
       a conference on distribution and gas consumption,
       while OAO Gazpro m undertakes to make payment for such
       services up to an aggregate maximum amou nt of 2.2
       million Rubles

8.106  Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Beltransg az (the "Licensee"), pursuant to which OAO
       Gazprom will provide the Licensee w ith an ordinary
       (non-exclusive) license to use its trademarks
       [Gazprom], "Gazp rom" and , as registered with the
       World Intellectual Property Organization (No s. of
       international registration 807841, 807842, 807840,
       date of international  registration - April 22, 2003),
       on goods and on the labels or packaging of go ods, or
       during the performance of work or the provision of

8.107  Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OOO
       Gazpromvi et, OOO Gaz-Oil, ZAO Yamalgazinvest, and the
       Gazpromipoteka foundation ("Licen sees"), pursuant to
       which OAO Gazprom will grant the Licensees an ordinary
       (no n-exclusive) license to use its trademarks
       [Gazprom], "Gazprom" and , as regis tered in the State
       Register of Trade Marks and Service Marks of the
       Russian Fe deration (certificates of trademarks
       (service marks) No. 228275 of November 19 , 2002, No.
       228276 of November 19, 2002, and No. 220181 of

8.108  Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom G azenergoset whereby OAO Gazprom provides to
       OAO Gazprom Gazenergoset for tempo rary use facilities
       of the KS Portovaya NGV-refuelling compressor station
       (tec hnological gas pipelines, and the site of the
       station itself), facilities of K S Elizavetinskaya
       NGV-refuelling compressor station (technological gas
       pipelin es, the site of the station, on-site
       communication lines, sewerage, cable elec trical
       supply network, technical security equipment, electric

8.109  Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Gazprom G azoraspredeleniye ("Licensee"), pursuant to
       which OAO Gazprom will grant the L icensees an
       ordinary (non-exclusive) license to use its trademarks
       [Gazprom], "Gazprom" and , as registered in the State
       Register of Trade Marks and Service  Marks of the
       Russian Federation (certificates of trademarks
       (service marks) N o. 228275 of November 19, 2002, No.
       228276 of November 19, 2002, and No. 22018 1 of
       September 3, 2002), on goods and on the labels or

8.110  Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreement between OAO Gazprom and OAO
       Gazprom Ne ft (the "Licensee"), pursuant to which the
       Licensee is entitled, subject to pr ior written
       consent from OAO Gazprom, to enter into sublicense
       agreements with  third persons ("Sublicensees") to use
       the following trademarks of OAO Gazprom : as
       registered in the blue, and white color /color
       combination in the State R egister of Trade Marks and
       Service Marks of the Russian Federation, (certifica
       tes of trademarks (service marks) No. 441154 of July

8.111  Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       Vostokgaz prom, pursuant to which OAO Gazprom will
       grant OAO Vostokgazprom temporary pos session and use
       of an M-468R special-purpose communications
       installation for a  period not exceeding 12 months,
       and OAO Vostokgazprom will make payment for u sing
       such property up to a maximum amount of 274,000 Rubles

8.112  Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: An agreement between OAO Gazprom and Societe
       Gen eral, whereby OAO Gazprom assumes an obligation to
       Societe Generale to secure the performance by OOO
       Gazprom export of its obligations under a direct
       contra ct in connection with the agreement for
       transportation of gas between Nord Str eam AG and OOO
       Gazprom export, entered into between OOO Gazprom
       export, Nord S tream AG and Societe Generale
       (hereinafter, Transportation Direct Contract) in
       cluding obligations to pay a termination fee in

8.113  Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and State
       Corpora tion "Bank for Development and Foreign
       Economic Affairs (Vnesheconombank)" reg arding receipt
       by OAO Gazprom of funds with a maximum amount of 6
       billion U.S.  Dollars or its equivalent in Rubles or
       Euros, for a term not exceeding five y ears, with
       interest for using the loans to be paid at a rate not
       exceeding 12%  per annum in the case of loans in U.S.
       Dollars / Euros and at a rate not exce eding the Bank
       of Russia's refinancing rate in effect on the date of

8.114  Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OAO
       NOVATEK, pursuant to which OAO Gazprom will provide
       services related to arranging for t he transportation
       of gas in a total amount not exceeding 140 billion
       cubic met ers and OAO NOVATEK will make payment for
       the services related to arranging fo r the
       transportation of gas via trunk gas pipelines up to an
       aggregate maximum  amount of 224 billion Rubles

8.115  Approve, in accordance with Chapter XI of the Federal     Mgmt          For                            For
       Law "On Joint Stock Comp anies" and Chapter IX of the
       Charter of OAO Gazprom, the following interested-
       party transaction that may be entered into by OAO
       Gazprom in the future in the  ordinary course of
       business: Agreements between OAO Gazprom and OOO
       Gazprom M ezhregiongaz, pursuant to which OAO Gazprom
       will deliver, and OOO Gazprom Mezh regiongaz will
       accept (take off), gas in an aggregate maximum amount
       of 305 bi llion cubic meters (subject to applicable
       monthly delivery deadlines) with an aggregate maximum
       amount of 1.240 trillion Rubles

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE EL ECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING.  PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CON TACT YOUR
       CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY
       QUESTIONS.

CMMT   PLEASE NOTE THAT FOR RESOLUTION 9, 11 DIRECTORS WILL      Non-Voting
       BE ELECTED OUT OF THE 12 CANDIDATES..

9.1    Elect the following person to the Board of Directors      Mgmt          For                            For
       of OAO "Gazprom": Andrei Igorevich Akimov

9.2    Elect the following person to the Board of Directors      Mgmt          For                            For
       of OAO "Gazprom": Farit R afikovich Gazizullin

9.3    Elect the following person to the Board of Directors      Mgmt          For                            For
       of OAO "Gazprom": Viktor Alekseevich Zubkov

9.4    Elect the following person to the Board of Directors      Mgmt          For                            For
       of OAO "Gazprom": Elena E vgenievna Karpel

9.5    Elect the following person to the Board of Directors      Mgmt          For                            For
       of OAO "Gazprom": Timur K ulibaev

9.6    Elect the following person to the Board of Directors      Mgmt          For                            For
       of OAO "Gazprom": Vitaly Anatolyevich Markelov

9.7    Elect the following person to the Board of Directors      Mgmt          For                            For
       of OAO "Gazprom": Viktor Georgievich Martynov

9.8    Elect the following person to the Board of Directors      Mgmt          For                            For
       of OAO "Gazprom": Vladimi r Alexandrovich Mau

9.9    Elect the following person to the Board of Directors      Mgmt          For                            For
       of OAO "Gazprom": Aleksey  Borisovich Miller

9.10   Elect the following person to the Board of Directors      Mgmt          For                            For
       of OAO "Gazprom": Valery Abramovich Musin

9.11   Elect the following person to the Board of Directors      Mgmt          For                            For
       of OAO "Gazprom": Mikhail  Leonidovich Sereda

9.12   Elect the following person to the Board of Directors      Mgmt          Against                        Against
       of OAO "Gazprom": Igor Kh anukovich Yusufov

CMMT   PLEASE NOTE THAT ALTHOUGH THERE ARE 11 CANDIDATES TO      Non-Voting
       BE ELECTED AS AUDIT COMMI SSION MEMBERS, THERE ARE
       ONLY 9 VACANCIES AVAILABLE TO BE FILLED AT THE MEETIN
       G. THE STANDING INSTRUCTIONS FOR THIS MEETING WILL BE
       DISABLED AND, IF YOU CHO OSE, YOU ARE REQUIRED TO VOTE
       FOR ONLY 9 OF THE 11 AUDIT COMMISSION MEMBERS. T HANK
       YOU.

10.1   Elect the following person to the Audit Commission of     Mgmt          For                            For
       OAO "Gazprom": Dmitry Al eksandrovich Arkhipov

10.2   Elect the following person to the Audit Commission of     Mgmt          For                            For
       OAO "Gazprom": Andrei Vi ktorovich Belobrov

10.3   Elect the following person to the Audit Commission of     Mgmt          For                            For
       OAO "Gazprom": Vadim Kas ymovich Bikulov

10.4   Elect the following person to the Audit Commission of     Mgmt          For                            For
       OAO "Gazprom": Aleksey B orisovich Mironov

10.5   Elect the following person to the Audit Commission of     Mgmt          For                            For
       OAO "Gazprom": Lidiya Va silievna Morozova

10.6   Elect the following person to the Audit Commission of     Mgmt          For                            For
       OAO "Gazprom": Anna Bori sovna Nesterova

10.7   Elect the following person to the Audit Commission of     Mgmt          For                            For
       OAO "Gazprom": Georgy Av tandilovich Nozadze

10.8   Elect the following person to the Audit Commission of     Mgmt          For                            For
       OAO "Gazprom": Yury Stan islavovich Nosov

10.9   Elect the following person to the Audit Commission of     Mgmt          For                            For
       OAO "Gazprom": Karen Ios ifovich Oganyan

10.10  Elect the following person to the Audit Commission of     Mgmt          No vote
       OAO "Gazprom": Maria Gen nadievna Tikhonova

10.11  Elect the following person to the Audit Commission of     Mgmt          No vote
       OAO "Gazprom": Aleksandr  Sergeyevich Yugov

CMMT   REMINDER PLEASE NOTE IN ORDER TO VOTE ON THE FULL         Non-Voting
       MEETING AGENDA YOU MUST ALSO  VOTE ON MEETING ID
       999132 WHICH CONTAINS RESOLUTIONS 1 TO 8.71.

CMMT   PLEASE NOTE THAT THIS IS A REVISION DUE TO                Non-Voting
       MODIFICATION IN THE COMMENT.IF YOU HAVE ALREADY SENT
       IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
       UNLESS Y OU DECIDE TO AMEND YOUR ORIGINAL
       INSTRUCTIONS. THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 LUKOIL OIL COMPANY,MOSCOW                                                                   Agenda Number:  703886690
--------------------------------------------------------------------------------------------------------------------------
    Security:  677862104                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  27-Jun-2012
        ISIN:  US6778621044
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      To approve the Annual Report of Oao "Lukoil" for 2011     Mgmt          For                            For
       and the annual financial  statements, including the
       income statements (profit and loss accounts) of the
       Company, and the distribution of profits as specified

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE EL ECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING.  PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CON TACT YOUR
       CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY
       QUESTIONS.

2.1    To elect member of the Board of Directors of Oao          Mgmt          For                            For
       "Lukoil": Alekperov, Vagit Yu sufovich

2.2    To elect member of the Board of Directors of Oao          Mgmt          For                            For
       "Lukoil": Belikov, Igor Vyach eslavovich

2.3    To elect member of the Board of Directors of Oao          Mgmt          For                            For
       "Lukoil": Blazheev, Victor Vl adimirovich

2.4    To elect member of the Board of Directors of Oao          Mgmt          For                            For
       "Lukoil": Grayfer, Valery Isa akovich

2.5    To elect member of the Board of Directors of Oao          Mgmt          For                            For
       "Lukoil": Ivanov, Igor Sergee vich

2.6    To elect member of the Board of Directors of Oao          Mgmt          For                            For
       "Lukoil": Maganov, Ravil Ulfa tovich

2.7    To elect member of the Board of Directors of Oao          Mgmt          For                            For
       "Lukoil": Matzke, Richard

2.8    To elect member of the Board of Directors of Oao          Mgmt          For                            For
       "Lukoil": Mikhailov, Sergei A natolievich

2.9    To elect member of the Board of Directors of Oao          Mgmt          For                            For
       "Lukoil": Mobius, Mark

2.10   To elect member of the Board of Directors of Oao          Mgmt          For                            For
       "Lukoil": Moscato, Guglielmo Antonio Claudio

2.11   To elect member of the Board of Directors of Oao          Mgmt          For                            For
       "Lukoil": Pictet, Ivan

2.12   To elect member of the Board of Directors of Oao          Mgmt          For                            For
       "Lukoil": Shokhin, Alexander Nikolaevich

3.1    To elect the Audit Commission from the list of            Mgmt          For                            For
       candidate approved by the Board  of Directors of Oao
       "Lukoil": Maksimov, Mikhail Borisovich

3.2    To elect the Audit Commission from the list of            Mgmt          For                            For
       candidate approved by the Board  of Directors of Oao
       "Lukoil": Nikitenko, Vladimir Nikolaevich

3.3    To elect the Audit Commission from the list of            Mgmt          For                            For
       candidate approved by the Board  of Directors of Oao
       "Lukoil": Surkov, Aleksandr Viktorovich

4.1    To pay remuneration and reimburse expenses to members     Mgmt          For                            For
       of the Board of Director s of Oao "Lukoil" pursuant to
       the appendix hereto

4.2    To deem it appropriate to retain the amounts of           Mgmt          For                            For
       remuneration for members of th e Board of Directors of
       Oao "Lukoil" established by decision of the Annual Gen
       eral Shareholders Meeting of Oao "Lukoil" of 23 June
       2011 (Minutes No. 1)

5.1    To pay remuneration to each of the members of the         Mgmt          For                            For
       Audit Commission of Oao "Luk oil" in the amount
       established by decision of the Annual General
       Shareholders Meeting of Oao "Lukoil" of 23 June 2011
       (Minutes No. 1)-2,730,000 roubles

5.2    To deem it appropriate to retain the amounts of           Mgmt          For                            For
       remuneration for members of th e Audit Commission of
       Oao "Lukoil" established by decision of the Annual
       Gener al Shareholders Meeting of Oao "Lukoil" of 23
       June 2011(Minutes No. 1)

6      To approve the independent auditor of Oao                 Mgmt          For                            For
       "Lukoil"-Closed Joint Stock Company KPMG

7      To approve Amendments and addenda to the Charter of       Mgmt          For                            For
       Open Joint Stock Company " Oil company "Lukoil",
       pursuant to the appendix hereto

8      To approve Amendments to the Regulations on the           Mgmt          For                            For
       Procedure for Preparing and Ho lding the General
       Shareholders Meeting of Oao "Lukoil", pursuant to the
       append ix hereto

9      To approve Amendments to the Regulations on the Board     Mgmt          For                            For
       of Directors of Oao "Luk oil", pursuant to the
       appendix hereto

10     To approve an interested-party transaction-Policy         Mgmt          For                            For
       (contract) on insuring the l iability of directors,
       officers and corporations between Oao "Lukoil" and Oao
       Kapital Strakhovanie, on the terms and conditions
       indicated in the appendix he reto




--------------------------------------------------------------------------------------------------------------------------
 MAGNIT JSC, KRASNODAR                                                                       Agenda Number:  703458768
--------------------------------------------------------------------------------------------------------------------------
    Security:  55953Q202                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  08-Dec-2011
        ISIN:  US55953Q2021
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      Approval of the related party transaction                 Mgmt          For                            For

2      Approval of the major related party transaction           Mgmt          For                            For




--------------------------------------------------------------------------------------------------------------------------
 MAGNIT JSC, KRASNODAR                                                                       Agenda Number:  703776786
--------------------------------------------------------------------------------------------------------------------------
    Security:  55953Q202                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  28-May-2012
        ISIN:  US55953Q2021
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      Ratification of the annual report, annual accounting      Mgmt          For                            For
       reports, including the profit and loss statements
       (profit and loss accounts) of OJSC "Magnit"

2      Profit and loss distribution of OJSC "Magnit"             Mgmt          For                            For
       according to the results of the 2011 financial year

3      Payment of dividends on shares of OJSC "Magnit"           Mgmt          For                            For
       according to the results of the first quarter of 2012
       financial year

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE ELECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING. PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CONTACT YOUR CLIENT
       SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.

4.1    Election of the board of directors of OJSC                Mgmt          For                            For
       "Magnit":Andrey Aroutuniyan

4.2    Election of the board of directors of OJSC                Mgmt          For                            For
       "Magnit":Valery Butenko

4.3    Election of the board of directors of OJSC                Mgmt          For                            For
       "Magnit":Sergey Galitskiy

4.4    Election of the board of directors of OJSC                Mgmt          For                            For
       "Magnit":Alexander Zayonts

4.5    Election of the board of directors of OJSC                Mgmt          For                            For
       "Magnit":Alexey Makhnev

4.6    Election of the board of directors of OJSC                Mgmt          For                            For
       "Magnit":Khachatur Pombukhchan

4.7    Election of the board of directors of OJSC                Mgmt          For                            For
       "Magnit":Aslan Shkhachemukov

5.1    Election of the OJSC "Magnit" revision commission:        Mgmt          For                            For
       Roman Efimenko

5.2    Election of the OJSC "Magnit" revision commission:        Mgmt          For                            For
       Angela Udovichenko

5.3    Election of the OJSC "Magnit" revision commission:        Mgmt          For                            For
       Denis Fedotov

6      Approval of the Auditor of OJSC "Magnit"                  Mgmt          For                            For

7      Approval of the IFRS Auditor of OJSC "Magnit"             Mgmt          For                            For

8      Election of the Counting Board of OJSC "Magnit"           Mgmt          For                            For

9      Ratification of the Charter of OJSC "Magnit" in the       Mgmt          For                            For
       new edition

10     Approval of the major related-party transactions          Mgmt          For                            For

11.1   Approval of the related-party transaction                 Mgmt          For                            For

11.2   Approval of the related-party transaction                 Mgmt          For                            For

11.3   Approval of the related-party transaction                 Mgmt          For                            For

11.4   Approval of the related-party transaction                 Mgmt          For                            For

11.5   Approval of the related-party transaction                 Mgmt          For                            For

11.6   Approval of the related-party transaction                 Mgmt          For                            For

11.7   Approval of the related-party transaction                 Mgmt          For                            For

11.8   Approval of the related-party transaction                 Mgmt          For                            For

11.9   Approval of the related-party transaction                 Mgmt          For                            For




--------------------------------------------------------------------------------------------------------------------------
 MECHEL OAO                                                                                  Agenda Number:  933499231
--------------------------------------------------------------------------------------------------------------------------
    Security:  583840103                                                             Meeting Type:  Special
      Ticker:  MTL                                                                   Meeting Date:  09-Sep-2011
        ISIN:  US5838401033
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


01     APPROVE THE FOLLOWING INTERESTED PARTY TRANSACTIONS       Mgmt          For
       (TRANSACTION) SUCH AS: (I) UNDERWRITING AGREEMENT (THE
       "UNDERWRITING AGREEMENT") (II) AGREEMENTS CONTEMPLATED
       BY, AND RELATED TO, THE UNDERWRITING AGREEMENT (III)
       OTHER TRANSACTIONS CONTEMPLATED BY, AND RELATED TO,
       THE UNDERWRITING AGREEMENT, STABILIZATION AGREEMENTS
       AND OTHERWISE RELATED TO THE OFFERING.




--------------------------------------------------------------------------------------------------------------------------
 MECHEL OAO                                                                                  Agenda Number:  933654902
--------------------------------------------------------------------------------------------------------------------------
    Security:  583840103                                                             Meeting Type:  Annual
      Ticker:  MTL                                                                   Meeting Date:  29-Jun-2012
        ISIN:  US5838401033
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1.     TO APPROVE 2011 ANNUAL REPORT OF MECHEL OAO.              Mgmt          For

2.     TO APPROVE 2011 ANNUAL ACCOUNTING REPORT INCLUDING        Mgmt          For
       PROFIT AND LOSS ACCOUNT OF MECHEL OAO.

3.     TO PAY OUT DIVIDENDS ON ORDINARY REGISTERED               Mgmt          For
       NON-DOCUMENTARY SHARES BASED ON THE COMPANY'S
       OPERATIONAL RESULTS FOR 2011 IN THE AMOUNT OF RUB 8.06
       PER SHARE. ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

4.     DIRECTOR
       JOHNSON, A.D.                                             Mgmt          For                            For
       GUSEV, V.V.                                               Mgmt          For                            For
       YEVTUSHENKO, A.E.                                         Mgmt          For                            For
       ZYUZIN, I.V.                                              Mgmt          For                            For
       KOZHUKHOVSKY, I.S.                                        Mgmt          For                            For
       MIKHEL, Y.V.                                              Mgmt          For                            For
       PROSKURNYA, V.V.                                          Mgmt          For                            For
       ROGER IAN GALE                                            Mgmt          For                            For
       TRIGUBCO, V.A.                                            Mgmt          For                            For

5.1    TO ELECT AUDIT COMMITTEE MEMBER OF MECHEL OAO:            Mgmt          For
       PAVLOVSKAYA-MOKNATKINA, ELENA VLADIMIROVNA

5.2    TO ELECT AUDIT COMMITTEE MEMBER OF MECHEL OAO:            Mgmt          For
       MIKHAYLOVA, NATALYA GRIGORYEVNA

5.3    TO ELECT AUDIT COMMITTEE MEMBER OF MECHEL OAO:            Mgmt          For
       RADISHEVSKAYA, LYUDMILA EDUARDOVNA

6.     TO APPROVE ZAO ENERGYCONSULTING/AUDIT AS AUDITOR OF       Mgmt          For
       MECHEL OPEN JOINT STOCK COMPANY.

7.     TO APPROVE A NEW VERSION OF STATEMENT ON REMUNERATION     Mgmt          For
       AND COMPENSATION FOR EXPENSES OF MEMBERS OF BOARD OF
       DIRECTORS

8.     TO APPROVE CONCLUSION OF THE GUARANTEE AGREEMENT(S) AS    Mgmt          For
       THE TRANSACTION(S) OF INTEREST BY MECHEL OAO ON TERMS
       & CONDITIONS




--------------------------------------------------------------------------------------------------------------------------
 MHP S A                                                                                     Agenda Number:  703353019
--------------------------------------------------------------------------------------------------------------------------
    Security:  55302T204                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  19-Oct-2011
        ISIN:  US55302T2042
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      Approval of a share buy back program of the shares of     Mgmt          For                            For
       the Company in the form of global depositary receipts
       ("GDRs") in the open market with the following  terms
       and conditions: Purchase of up to 11,077,000 fully
       paid up ordinary     shares in the form of GDRs of the
       Company; Purchases may be carried at any    time
       during a period of up to five (5) years after the date
       of approval of    the Share Buy Back Program by the
       general meeting of shareholders of the      Company to
       be held on October 19, 2011; Purchases will be made
       for at a       market price ranging between USD 1 and
       maximum USD 18 per GDR

2      Authorisation to the board of directors to                Mgmt          For                            For
       subsequently implement the share   buy back program in
       accordance with its terms and conditions upon
       favourable  voting by the shareholders of the Company
       with the holding of the             extraordinary
       general meeting of shareholders

3      Approval of the appointment of up to 9 members of the     Mgmt          For                            For
       board of directors of   the Company

4      Acknowledgement of the resignation of Mr. Yevhen H.       Mgmt          For                            For
       Shatohin from the board   of directors of the Company,
       with effect as of 10 May 2011 and of Mr. Artur
       Futyma as of 20 September 2011

5      Appointment of three new members of the board of          Mgmt          For                            For
       directors, including a       Luxembourg resident,
       until the annual general meeting to be held in 2013 to
       approve the annual accounts of the Company for the
       accounting year ending 31  December 2012

6      Renewal of the mandates of Mr. Yuriy A. Kosyuk, Mr.       Mgmt          For                            For
       Charles Adriaenssen, Ms   Victoria B. Kapelyushna, Mr.
       John Clifford Rich and Mr. John Grant as
       directors of the Company until the annual general
       meeting to be held in 2013  to approve the annual
       accounts of the Company for the accounting year ending
       31 December 2012

7      Amendment of the articles of incorporation of the         Mgmt          For                            For
       Company in order to comply  with the provisions of the
       law of 24 May 2011 implementing the Directive
       2007/36 EC of the European Parliament and of the
       Council of 11 July 2007 on   the exercise of certain
       rights of shareholders of listed companies

8      Amendment of article 5 of the articles of                 Mgmt          For                            For
       incorporation of the Company

9      Amendment of article 6 of the articles of                 Mgmt          For                            For
       incorporation of the Company

10     Amendment of article 14 of the articles of                Mgmt          For                            For
       incorporation of the Company

11     Amendment of article 20 of the articles of                Mgmt          For                            For
       incorporation of the Company

12     Renumbering of the paragraphs of the articles of          Mgmt          For                            For
       incorporation and of the     cross references within
       the articles of incorporation to the extent necessary
       further to the amendment of the articles of
       incorporation

13     Miscellaneous                                             Mgmt          For                            Against




--------------------------------------------------------------------------------------------------------------------------
 MINING AND METALLURGICAL COMPANY NORILSK NICKEL JS                                          Agenda Number:  703891487
--------------------------------------------------------------------------------------------------------------------------
    Security:  46626D108                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  29-Jun-2012
        ISIN:  US46626D1081
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


CMMT   PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID       Non-Voting
       991697 DUE TO RECEIPT OF D IRECTOR AND REVISION
       COMMISSION NAMES. ALL VOTES RECEIVED ON THE PREVIOUS
       MEET ING WILL BE DISREGARDED AND YOU WILL NEED TO
       REINSTRUCT ON THIS MEETING NOTICE . THANK YOU.

1      To approve MMC Norilsk Nickel's 2011 Annual Report        Mgmt          For                            For

2      To approve MMC Norilsk Nickel's 2011 Annual Accounting    Mgmt          For                            For
       Statements including Pr ofit and Loss Statement

3      1. To approve the distribution of profits and losses      Mgmt          For                            For
       of OJSC MMC Norilsk Nicke l for 2011 in accordance
       with the Board of Directors recommendations outlined
       in the report of the Board of Directors of MMC Norilsk
       Nickel, containing the motivated position of the Board
       regarding the Agenda of the Annual General Mee ting of
       Shareholders of the Company to be held on 29 of June,
       2012. 2. To pay dividends on ordinary registered
       shares of MMC Norilsk Nickel for 2011 in cash  in the
       amount of RUB 196 per ordinary share

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE EL ECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING.  PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CON TACT YOUR
       CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY
       QUESTIONS.

4.1    Election of the Board of Director: Banda Enos Ned         Mgmt          For                            For

4.2    Election of the Board of Director: Barbashev Sergey       Mgmt          For                            For
       Valentinovich

4.3    Election of the Board of Director: Bashkirov Alexey       Mgmt          For                            For
       Vladimirovich

4.4    Election of the Board of Director: Bougrov Andrey         Mgmt          For                            For
       Yevgenyevich

4.5    Election of the Board of Director: Voytovich Olga         Mgmt          For                            For
       Valeryevna

4.6    Election of the Board of Director: Voloshin Alexander     Mgmt          For                            For
       Stalievich

4.7    Election of the Board of Director: Volynets Artem         Mgmt          For                            For
       Olegovich

4.8    Election of the Board of Director: Deripaska Oleg         Mgmt          For                            For
       Vladimirovich

4.9    Election of the Board of Director: Dauphin Claude         Mgmt          For                            For

4.10   Election of the Board of Director: Zakharova Marianna     Mgmt          For                            For
       Alexandrovna

4.11   Election of the Board of Director: Zelkova Larisa         Mgmt          For                            For
       Gennadievna

4.12   Election of the Board of Director: Collins Simon          Mgmt          For                            For
       Matthew

4.13   Election of the Board of Director: Mills Bradford Alan    Mgmt          For                            For

4.14   Election of the Board of Director: Misharov Stalbek       Mgmt          For                            For
       Stepanovich

4.15   Election of the Board of Director: Moshiri Ardavan        Mgmt          For                            For

4.16   Election of the Board of Director: Pivovarchuk Oleg       Mgmt          For                            For
       Modestovich

4.17   Election of the Board of Director: Prinsloo Gerhard       Mgmt          For                            For

4.18   Election of the Board of Director: Razumov Dmitry         Mgmt          For                            For
       Valerievich

4.19   Election of the Board of Director: Sokov Maxim            Mgmt          For                            For
       Mikhailovich

4.20   Election of the Board of Director: Strashko Vladimir      Mgmt          For                            For
       Petrovich

4.21   Election of the Board of Director: Strzhalkovsky          Mgmt          For                            For
       Vladimir Igorevich

5.1    Election of the Revision Commission: Voznenko Petr        Mgmt          For                            For
       Valerievich

5.2    Election of the Revision Commission: Gololobova           Mgmt          For                            For
       Natalya Vladimirovna

5.3    Election of the Revision Commission: Kargachov Alexey     Mgmt          For                            For
       Anatolievich

5.4    Election of the Revision Commission: Pershinkov Dmitry    Mgmt          For                            For
       Viktorovich

5.5    Election of the Revision Commission: Sirotkina Tamara     Mgmt          For                            For
       Alexandrovna

6      To approve Rosexpertiza LLC as Auditor of MMC Norilsk     Mgmt          For                            For
       Nickel's 2012 Russian ac counting statements

7      To approve CJSC "KPMG" as Auditor of MMC Norilsk          Mgmt          For                            For
       Nickel's 2012 consolidated an nual financial
       statements prepared in accordance with International
       Financial Reporting Standards

8      1.1 To establish that the basic amount of remuneration    Mgmt          For                            For
       to be quarterly paid to  an Independent Director shall
       be USD 120 000 per year (to be paid in equipart ition
       mode in Russian Rubles at the exchange rate fixed by
       the Bank of Russia on the last working day of the
       reporting quarter), and that their travel expen ses
       shall be reimbursed upon presentation of documental
       proof in accordance wi th the Company standards set
       for the I category of job positions. The amount s hown
       above shall be gross of taxes imposed under the
       current laws of the Russi an Federation. 1.2. If an
       Independent Director presides over a Board Committee
       (Committees), the additional remuneration in the
       amount of USD 150 000 per ye ar shall be paid in
       equipartition mode quarterly to such Independent

9      To approve interrelated transactions, which are           Mgmt          For                            For
       interested party transactions for all members of OJSC
       MMC Norilsk Nickel's Board of Directors and Management
       Board, a subject of which is an obligation of OJSC
       MMC Norilsk Nickel to inde mnify members of the Board
       of Directors and Management Board for damages that
       they may suffer in connection with their appointment
       to corresponding position s, in the amount not
       exceeding USD 115,000,000 (one hundred fifteen million
       US  dollars) for each member

10     To approve the transaction, to which all members of       Mgmt          For                            For
       MMC Norilsk Nickel Board o f Directors and Management
       Board are interested parties and the subject of whi ch
       is MMC Norilsk Nickel's liability to indemnify members
       of MMC Norilsk Nicke l Board of Directors and
       Management Board acting as beneficiaries to the trans
       action, by a Russian insurance company for the term of
       1 year with the indemni fication limit of USD
       200,000,000 (two hundred million), the limit of USD
       6,00 0,000 in excess of the total limit for
       Independent Directors, and the limit of  USD
       25,000,000 (twenty five million) for additional
       coverage of the principal  agreement, at a premium not
       exceeding USD 1,200,000 (one million two hundred
       thousand)




--------------------------------------------------------------------------------------------------------------------------
 MINING AND METALLURGICAL COMPANY NORILSK NICKEL JSC, DUDINKA                                Agenda Number:  703537639
--------------------------------------------------------------------------------------------------------------------------
    Security:  46626D108                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  01-Feb-2012
        ISIN:  US46626D1081
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      To introduce amendments and additions to the Charter      Mgmt          For                            For
       of OJSC MMC Norilsk      Nickel




--------------------------------------------------------------------------------------------------------------------------
 MINING AND METALLURGICAL COMPANY NORILSK NICKEL JSC, DUDINKA                                Agenda Number:  703537641
--------------------------------------------------------------------------------------------------------------------------
    Security:  46626D108                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  03-Feb-2012
        ISIN:  US46626D1081
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      I 1.1 To establish that the basic amount of               Mgmt          For                            For
       remuneration to be paid to an     Independent Director
       shall be USD 62,500 per quarter, which will be paid in
       rubles at the rate set by the Central Bank of the
       Russian Federation on the   last day of the accounting
       quarter. The amount shown above shall be after
       taxes and duties in accordance with current RF tax
       laws. Also, expenses of    independent directors in
       the amount of up to RUB 2 million a year shall be
       reimbursed upon presentation of documental proof. 1.2
       If an Independent       Director presides over a Board
       Committee (Committees), the additional
       remuneration in the amount of USD 31,250 per quarter
       shall be paid to such    Independent Director in
       rubles at the rate set by the Central Bank of the

CONT   CONTD which he/she presides. The amount shown above       Non-Voting
       shall be after taxes and  duties in accordance with
       current RF tax laws. 1.3 Remuneration amount
       mentioned in pp. 1.1 of this resolution shall be paid
       in the period from June 21, 2011 and to the date, on
       which the term of the respective Independent
       Director will end, or to the date of the loss of
       Independent Director's       status. 1.4 Remuneration
       amount mentioned in p.1.2 of this resolution shall
       be paid in the period from the day of election of an
       Independent Director as  the Committee Chairman and to
       the date, on which the term of the respective
       Committee Chairman will end, or to the date of the
       loss of Independent        Director's status. II To
       approve Remuneration Program for independent

CONT   CONTD to be paid out after signing by an Independent      Non-Voting
       Director of the          Confidentiality-Agreement in
       form approved by the Board of Directors of MMC
       Norilsk Nickel




--------------------------------------------------------------------------------------------------------------------------
 NOVATEK JT STK CO                                                                           Agenda Number:  703340858
--------------------------------------------------------------------------------------------------------------------------
    Security:  669888109                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  14-Oct-2011
        ISIN:  US6698881090
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      Approval of the company's dividend for the first half     Mgmt          For                            For
       of 2011 in the amount   of RR 7,590,765,000, which
       constitutes RR 2.5 per one ordinary share (or RR
       25.0 per GDR)




--------------------------------------------------------------------------------------------------------------------------
 NOVATEK OAO, TARKO-SALE                                                                     Agenda Number:  703745084
--------------------------------------------------------------------------------------------------------------------------
    Security:  669888109                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  27-Apr-2012
        ISIN:  US6698881090
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


CMMT   PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID       Non-Voting
       967678 DUE TO SPLITTING OF RESOLUTION. ALL VOTES
       RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
       AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
       NOTICE. THANK YOU.

1.1    To approve Joint Stock Company (JSC) NOVATEK's 2011       Mgmt          For                            For
       annual report, annual financial statements, including
       the Company's RSA profit and loss statement as well as
       profit allocation. To allocate for the total 2011
       dividend payment 18,217,836,000 (Eighteen billion two
       hundred and seventeen million eight hundred and thirty
       six thousand) rubles (incl. dividend paid for IH2011).

1.2    To pay dividends on ordinary shares of JSC NOVATEK for    Mgmt          For                            For
       FY2011 (RSA) in the amount of RR 3.50 (three rubles
       fifty kopecks) per one ordinary share which
       constitutes 10,627,071,000 (Ten billion six hundred
       and twenty seven million seventy one thousand) rubles
       (net of dividends in size of 2.50 (two rubles fifty
       kopecks) per one ordinary share paid for IH2011). To
       determine the size, schedule, form and procedure of
       paying dividends

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE ELECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING. PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CONTACT YOUR CLIENT
       SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.

2.1    To elect members of the Board of Director of JSC          Mgmt          For                            For
       NOVATEK: Andrei Igorevich Akimov

2.2    To elect members of the Board of Director of JSC          Mgmt          For                            For
       NOVATEK: Burckhard Bergmann

2.3    To elect members of the Board of Director of JSC          Mgmt          For                            For
       NOVATEK: Ruben Karlenovich Vardanian

2.4    To elect members of the Board of Director of JSC          Mgmt          For                            For
       NOVATEK: Ives Louis Darricarrere

2.5    To elect members of the Board of Director of JSC          Mgmt          For                            For
       NOVATEK: Mark Gyetvay

2.6    To elect members of the Board of Director of JSC          Mgmt          For                            For
       NOVATEK: Leonid Viktorovich Mikhelson

2.7    To elect members of the Board of Director of JSC          Mgmt          For                            For
       NOVATEK: Alexander Egorovich Natalenko

2.8    To elect members of the Board of Director of JSC          Mgmt          For                            For
       NOVATEK: Kirill Gennadievich Seleznev

2.9    To elect members of the Board of Director of JSC          Mgmt          For                            For
       NOVATEK: Gennady Nikolaevich Timchenko

3.1    To elect member of the Revision Commission of JSC         Mgmt          For                            For
       NOVATEK: Maria Alexeyevna Panasenko

3.2    To elect member of the Revision Commission of JSC         Mgmt          For                            For
       NOVATEK: Igor Alexandrovich Ryaskov

3.3    To elect member of the Revision Commission of JSC         Mgmt          For                            For
       NOVATEK: Sergey Egorovich Fomichev

3.4    To elect member of the Revision Commission of JSC         Mgmt          For                            For
       NOVATEK: Nikolai Konstantinovich Shulikin

4      To elect Leonid Viktorovich Mikhelson as Chairman of      Mgmt          For                            For
       JSCNOVATEK's Management Board for the period of 5
       years effective 25 May 2012

5      To approve ZAO PricewaterhouseCoopers Audit as auditor    Mgmt          For                            For
       of JSC NOVATEK for 2012

6      To pay remuneration to the elected members of JSC         Mgmt          For                            For
       NOVATEK's Board of Directors and compensate their
       expenses in the form and in the amount set forth by
       the Regulation on Remuneration and Compensations
       Payable to the Members of JSC NOVATEK's Board of
       Directors

7      To establish the size of remuneration to the members      Mgmt          For                            For
       of JSC NOVATEK's Revision Commission during the period
       of exercising their duties in the amount of RUB
       1,500,000 (one million five hundred rubles each)

8      To approve a related party transaction (Amendment         Mgmt          For                            For
       Agreements to the Gas Supply Agreement
       N30Pk-2010/2009-690-M of 27.01.2010) between JSC
       NOVATEK (Supplier) and OAO Gazprom (Buyer) subject to
       the following material terms and conditions: Subject
       of the transaction: natural gas supply. Gas supply
       volume: not more than 23,600,000,000 (Twenty three
       billion six hundred million) cubic meters. Price of
       the transaction: not more than 44,900,000,000 (Forty
       four billion nine hundred million) roubles including
       18% VAT. The gas price is calculated for the period of
       2012-2013 based on the forecasted increase in gas
       prices for the RF industrial consumers. Delivery
       period: 2012-2013




--------------------------------------------------------------------------------------------------------------------------
 NOVOLIPETSK IRON & STL CORP - NLMK                                                          Agenda Number:  703308444
--------------------------------------------------------------------------------------------------------------------------
    Security:  67011E204                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  29-Sep-2011
        ISIN:  US67011E2046
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      Approve interim dividends of RUB 1.40 per share for       Mgmt          For                            For
       first six months of fiscal 2011

2      Approve new edition of corporate documents                Mgmt          For                            For




--------------------------------------------------------------------------------------------------------------------------
 NOVOLIPETSK STEEL OJSC NLMK, LIPETSK                                                        Agenda Number:  703799986
--------------------------------------------------------------------------------------------------------------------------
    Security:  67011E204                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  30-May-2012
        ISIN:  US67011E2046
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1.1    To approve the Company's Annual Report 2011, Annual       Mgmt          For                            For
       Financial Statements, Income Statement and Profit and
       Loss distribution upon the Company's financial
       performance in 2011

1.2    To declare dividends for 2011 upon issued common          Mgmt          For                            For
       shares in cash in the amount of RUR 2 per one common
       share. Considering the interim paid-in dividends for
       H1 2011 in the amount of 1 rouble and 40 kopecks per
       one common share, to pay additionally 60 kopecks per
       one common share. The dividends shall be paid before
       July 30, 2012 by means of funds transfer

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE ELECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING. PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CONTACT YOUR CLIENT
       SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.

2.1    To elect member of the Company's Board of Director:       Mgmt          For                            For
       Oleg V. Bagrin

2.2    To elect member of the Company's Board of Director:       Mgmt          For                            For
       Helmut Wieser (independent  director)

2.3    To elect member of the Company's Board of Director:       Mgmt          For                            For
       Nikolai A. Gagarin

2.4    To elect member of the Company's Board of Director:       Mgmt          For                            For
       Karl Doering

2.5    To elect member of the Company's Board of Director:       Mgmt          For                            For
       Vladimir S. Lisin

2.6    To elect member of the Company's Board of Director:       Mgmt          For                            For
       Karen R. Sarkisov

2.7    To elect member of the Company's Board of Director:       Mgmt          For                            For
       Vladimir N. Skorokhodov

2.8    To elect member of the Company's Board of Director:       Mgmt          For                            For
       Benedict Sciortino (indepe ndent director)

2.9    To elect member of the Company's Board of Director:       Mgmt          For                            For
       Franz Struzl (independent director)

3      To elect of the President of the Company (Chairman of     Mgmt          For                            For
       the Management Board)-Alexey A. Lapshin

4.1    To elect the Company's Audit Commission : Lyudmila V.     Mgmt          For                            For
       Kladienko

4.2    To elect the Company's Audit Commission: Valery S.        Mgmt          For                            For
       Kulikov

4.3    To elect the Company's Audit Commission: Sergey I.        Mgmt          For                            For
       Nesmeyanov

4.4    To elect the Company's Audit Commission : Larisa M.       Mgmt          For                            For
       Ovsyannikova

4.5    To elect the Company's Audit Commission: Galina I.        Mgmt          For                            For
       Shipilova

5.1    To approve Close Joint Stock Company                      Mgmt          For                            For
       "PricewaterhouseCoopers Audit" as the Company's
       Auditor

5.2    CJSC "PricewaterhouseCoopers Audit" shall be engaged      Mgmt          For                            For
       to audit the Company's financial statements in
       accordance with (US GAAP)

6      To approve the resolution on payment of remuneration      Mgmt          For                            For
       to the members of the Company's Board of Directors

       PLEASE NOTE THAT THIS IS A REVISION DUE TO                Non-Voting
       MODIFICATION IN THE TEXT OF THE RES OLUTION 2.IF YOU
       HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
       THIS PR OXY FORM UNLESS YOU DECIDE TO AMEND YOUR
       ORIGINAL INSTRUCTIONS. THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 OAO GAZPROM                                                                                 Agenda Number:  933658936
--------------------------------------------------------------------------------------------------------------------------
    Security:  368287207                                                             Meeting Type:  Consent
      Ticker:  OGZPY                                                                 Meeting Date:  29-Jun-2012
        ISIN:  US3682872078
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


01     APPROVE THE ANNUAL REPORT OF OAO GAZPROM FOR 2011.        Mgmt          For

02     APPROVE THE ANNUAL ACCOUNTING STATEMENTS, INCLUDING       Mgmt          For
       THE PROFIT AND LOSS REPORT OF THE COMPANY BASED ON THE
       RESULTS OF 2011.

03     APPROVE THE DISTRIBUTION OF PROFIT OF THE COMPANY         Mgmt          For
       BASED ON THE RESULTS OF 2011.

04     APPROVE THE AMOUNT OF, TIME FOR AND FORM OF PAYMENT OF    Mgmt          For
       ANNUAL DIVIDENDS ON THE COMPANY'S SHARES THAT HAVE
       BEEN RECOMMENDED BY THE BOARD OF DIRECTORS OF THE
       COMPANY.

05     APPROVE CLOSED JOINT STOCK COMPANY                        Mgmt          For
       PRICEWATERHOUSECOOPERS AUDIT AS THE COMPANY'S AUDITOR.

06     PAY REMUNERATION TO MEMBERS OF THE BOARD OF DIRECTORS     Mgmt          For
       IN THE AMOUNTS RECOMMENDED BY THE BOARD OF DIRECTORS
       OF THE COMPANY.

07     PAY REMUNERATION TO MEMBERS OF THE AUDIT COMMISSION IN    Mgmt          For
       THE AMOUNTS RECOMMENDED BY THE BOARD OF DIRECTORS OF
       THE COMPANY.

8A     AGREEMENTS BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN      Mgmt          For
       JOINT STOCK COMPANY), ALL AS MORE FULLY DESCRIBED IN
       THE PROXY STATEMENT.

8B     AGREEMENTS BETWEEN OAO GAZPROM AND OAO BANK VTB, ALL      Mgmt          For
       AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8C     TRANSACTIONS BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN    Mgmt          For
       JOINT STOCK COMPANY), ALL AS MORE FULLY DESCRIBED IN
       THE PROXY STATEMENT.

8D     TRANSACTIONS BETWEEN OAO GAZPROM AND SBERBANK OF          Mgmt          For
       RUSSIA, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8E     TRANSACTIONS BETWEEN OAO GAZPROM AND OAO BANK VTB, ALL    Mgmt          For
       AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8F     TRANSACTIONS BETWEEN OAO GAZPROM AND OAO BANK ROSSIYA,    Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8G     TRANSACTIONS BETWEEN OAO GAZPROM AND OAO BANK ROSSIYA,    Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8H     AGREEMENTS BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN      Mgmt          For
       JOINT STOCK COMPANY), ALL AS MORE FULLY DESCRIBED IN
       THE PROXY STATEMENT.

8I     AGREEMENTS BETWEEN OAO GAZPROM AND SBERBANK OF RUSSIA     Mgmt          For
       OAO, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8J     AGREEMENTS BETWEEN OAO GAZPROM AND SBERBANK OF RUSSIA     Mgmt          For
       OAO, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8K     FOREIGN CURRENCY PURCHASE/SALE TRANSACTIONS BETWEEN       Mgmt          For
       OAO GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK
       COMPANY), ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8L     FOREIGN CURRENCY PURCHASE/SALE TRANSACTIONS BETWEEN       Mgmt          For
       OAO GAZPROM AND OAO BANK VTB, ALL AS MORE FULLY
       DESCRIBED IN THE PROXY STATEMENT.

8M     AGREEMENTS BETWEEN OAO GAZPROM AND OAO SOGAZ, ALL AS      Mgmt          For
       MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8N     AGREEMENT FOR DEPOSIT TRANSACTIONS PROCEDURE BETWEEN      Mgmt          For
       OAO GAZPROM AND OAO BANK VTB, ALL AS MORE FULLY
       DESCRIBED IN THE PROXY STATEMENT.

8O     AGREEMENT FOR DEPOSIT TRANSACTIONS PROCEDURE BETWEEN      Mgmt          For
       OAO GAZPROM AND GAZPROMBANK (OPEN JOINT STOCK
       COMPANY), ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8P     AGREEMENTS BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN      Mgmt          For
       JOINT STOCK COMPANY), ALL AS MORE FULLY DESCRIBED IN
       THE PROXY STATEMENT.

8Q     AGREEMENTS BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN      Mgmt          For
       JOINT STOCK COMPANY), ALL AS MORE FULLY DESCRIBED IN
       THE PROXY STATEMENT.

8R     AGREEMENTS BETWEEN OAO GAZPROM AND OAO BELTRANSGAZ,       Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8S     AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROMTRANS,      Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8T     AGREEMENTS BETWEEN OAO GAZPROM AND DOAO                   Mgmt          For
       TSENTRENERGOGAZ OF OAO GAZPROM, ALL AS MORE FULLY
       DESCRIBED IN THE PROXY STATEMENT.

8U     AGREEMENTS BETWEEN OAO GAZPROM AND OAO TSENTRGAZ, ALL     Mgmt          For
       AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8V     AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM            Mgmt          For
       PROMGAZ, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8W     AGREEMENTS BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN      Mgmt          For
       JOINT STOCK COMPANY), ALL AS MORE FULLY DESCRIBED IN
       THE PROXY STATEMENT.

8X     AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM            Mgmt          For
       NEFTEKHIM SALAVAT, ALL AS MORE FULLY DESCRIBED IN THE
       PROXY STATEMENT.

8Y     TRANSACTIONS BETWEEN OAO GAZPROM AND OAO                  Mgmt          For
       ROSSELKHOZBANK, ALL AS MORE FULLY DESCRIBED IN THE
       PROXY STATEMENT.

8Z     AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROM EXPORT,    Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8AA    AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM NEFT,      Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8AB    AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM SPACE      Mgmt          For
       SYSTEMS, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8AC    AGREEMENTS BETWEEN OAO GAZPROM AND ZAO YAMALGAZINVEST,    Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8AD    AGREEMENTS BETWEEN OAO GAZPROM AND ZAO GAZPROM INVEST     Mgmt          For
       YUG, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8AE    AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROM            Mgmt          For
       MEZHREGIONGAZ, ALL AS MORE FULLY DESCRIBED IN THE
       PROXY STATEMENT.

8AF    AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROM            Mgmt          For
       KOMPLEKTATSIYA, ALL AS MORE FULLY DESCRIBED IN THE
       PROXY STATEMENT.

8AG    AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROM            Mgmt          For
       TSENTRREMONT, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8AH    AGREEMENTS BETWEEN OAO GAZPROM AND ZAO GAZPROM            Mgmt          For
       TELECOM, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8AI    AN AGREEMENT BETWEEN OAO GAZPROM AND OAO GAZPROM          Mgmt          For
       PROMGAZ, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8AJ    AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM            Mgmt          For
       GAZORASPREDELENIYE, ALL AS MORE FULLY DESCRIBED IN THE
       PROXY STATEMENT.

8AK    AGREEMENTS BETWEEN OAO GAZPROM AND OAO DRUZHBA, ALL AS    Mgmt          For
       MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8AL    AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROM            Mgmt          For
       INVESTPROEKT, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8AM    AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROM EXPORT,    Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8AN    AGREEMENTS BETWEEN OAO GAZPROM AND ZAO NORTHGAS, ALL      Mgmt          For
       AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8AO    AGREEMENTS BETWEEN OAO GAZPROM AND OAO                    Mgmt          For
       SEVERNEFTEGAZPROM, ALL AS MORE FULLY DESCRIBED IN THE
       PROXY STATEMENT.

8AP    AGREEMENTS BETWEEN OAO GAZPROM AND OAO NOVATEK, ALL AS    Mgmt          For
       MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8AQ    AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROM            Mgmt          For
       MEZHREGIONGAZ, ALL AS MORE FULLY DESCRIBED IN THE
       PROXY STATEMENT.

8AR    AGREEMENTS BETWEEN OAO GAZPROM AND OAO TOMSKGAZPROM,      Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8AS    AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM NEFT,      Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8AT    AGREEMENTS BETWEEN OAO GAZPROM AND OAO NOVATEK, ALL AS    Mgmt          For
       MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8AU    AGREEMENTS BETWEEN OAO GAZPROM AND GAZPROMBANK (OPEN      Mgmt          For
       JOINT STOCK COMPANY), ALL AS MORE FULLY DESCRIBED IN
       THE PROXY STATEMENT.

8AV    AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROM            Mgmt          For
       MEZHREGIONGAZ, ALL AS MORE FULLY DESCRIBED IN THE
       PROXY STATEMENT.

8AW    AGREEMENTS BETWEEN OAO GAZPROM AND OAO NOVATEK, ALL AS    Mgmt          For
       MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8AX    AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM NEFT,      Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8AY    AGREEMENTS BETWEEN OAO GAZPROM AND ZAO KAUNAS             Mgmt          For
       HEAT-ELECTRIC GENERATING PLANT, ALL AS MORE FULLY
       DESCRIBED IN THE PROXY STATEMENT.

8AZ    AGREEMENTS BETWEEN OAO GAZPROM AND A/S LATVIJAS GAZE,     Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8BA    AGREEMENTS BETWEEN OAO GAZPROM AND AB LIETUVOS DUJOS,     Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8BB    AGREEMENTS BETWEEN OAO GAZPROM AND AO MOLDOVAGAZ, ALL     Mgmt          For
       AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8BC    AGREEMENTS BETWEEN OAO GAZPROM AND KAZROSGAZ LLP, ALL     Mgmt          For
       AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8BD    AGREEMENTS BETWEEN OAO GAZPROM AND OAO BELTRANSGAZ,       Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8BE    AGREEMENTS BETWEEN OAO GAZPROM AND GAZPROM GERMANIA       Mgmt          For
       GMBH, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8BF    AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROMTRANS,      Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8BG    AGREEMENTS BETWEEN OAO GAZPROM AND ZAO GAZPROM INVEST     Mgmt          For
       YUG, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8BH    AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROM            Mgmt          For
       TSENTRREMONT, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8BI    AGREEMENTS BETWEEN OAO GAZPROM AND ZAO YAMALGAZINVEST,    Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8BJ    AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM SPACE      Mgmt          For
       SYSTEMS, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8BK    AGREEMENTS BETWEEN OAO GAZPROM AND ZAO GAZPROM            Mgmt          For
       TELECOM, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8BL    AGREEMENTS BETWEEN OAO GAZPROM AND ZAO GAZPROM INVEST     Mgmt          For
       YUG, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8BM    AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROMTRANS,      Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8BN    MASTER AGREEMENT ON CONVERSION FORWARD AND SWAP           Mgmt          For
       TRANSACTIONS BETWEEN OAO GAZPROM AND OAO BANK VTB, ALL
       AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8BO    DEPOSIT TRANSACTIONS PROCEDURE AGREEMENT BETWEEN OAO      Mgmt          For
       GAZPROM AND OAO ROSSELKHOZBANK, ALL AS MORE FULLY
       DESCRIBED IN THE PROXY STATEMENT.

8BP    AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROM            Mgmt          For
       TSENTRREMONT, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8BQ    AGREEMENTS BETWEEN OAO GAZPROM AND OAO TSENTRGAZ, ALL     Mgmt          For
       AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8BR    AGREEMENTS BETWEEN OAO GAZPROM AND OOO GAZPROM            Mgmt          For
       KOMPLEKTATSIA, ALL AS MORE FULLY DESCRIBED IN THE
       PROXY STATEMENT.

8BS    AGREEMENTS BETWEEN OAO GAZPROM AND OAO SOGAZ, ALL AS      Mgmt          For
       MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8BT    AGREEMENTS BETWEEN OAO GAZPROM AND OAO SOGAZ, ALL AS      Mgmt          For
       MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8BU    AGREEMENTS BETWEEN OAO GAZPROM AND OAO SOGAZ, ALL AS      Mgmt          For
       MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8BV    AGREEMENTS BETWEEN OAO GAZPROM AND ZAO YAMALGAZINVEST,    Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8BW    AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM            Mgmt          For
       PROMGAZ, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8BX    AGREEMENTS BETWEEN OAO GAZPROM AND OAO SOGAZ, ALL AS      Mgmt          For
       MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8BY    AGREEMENT BETWEEN OAO GAZPROM AND OAO SOGAZ, ALL AS       Mgmt          For
       MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8BZ    AGREEMENT BETWEEN OAO GAZPROM AND OAO SOGAZ, ALL AS       Mgmt          For
       MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8CA    AGREEMENTS BETWEEN OAO GAZPROM AND OAO SOGAZ, ALL AS      Mgmt          For
       MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8CB    AGREEMENT BETWEEN OAO GAZPROM AND OAO GAZPROM PROMGAZ,    Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8CC    AGREEMENTS BETWEEN OAO GAZPROM AND OAO VOSTOKGAZPROM,     Mgmt          For
       ALL AS MORE FULLY DESCRIBED IN THE PROXY STATEMENT.

8CD    AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM            Mgmt          For
       PROMGAZ, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8CE    AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM            Mgmt          For
       PROMGAZ, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8CF    AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM            Mgmt          For
       PROMGAZ, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8CG    AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM            Mgmt          For
       PROMGAZ, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8CH    AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM            Mgmt          For
       PROMGAZ, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8CI    AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM            Mgmt          For
       PROMGAZ, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8CJ    AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM            Mgmt          For
       PROMGAZ, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8CK    AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM            Mgmt          For
       PROMGAZ, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

8CL    AGREEMENTS BETWEEN OAO GAZPROM AND OAO GAZPROM            Mgmt          For
       PROMGAZ, ALL AS MORE FULLY DESCRIBED IN THE PROXY
       STATEMENT.

ZZZ    THIS IS A NON VOTEABLE RESOLUTION.                        Mgmt          Take No Action




--------------------------------------------------------------------------------------------------------------------------
 OAO TATNEFT, TATARSTAN                                                                      Agenda Number:  703905224
--------------------------------------------------------------------------------------------------------------------------
    Security:  670831205                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  29-Jun-2012
        ISIN:  US6708312052
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      To approve the annual report of the Company for 2011      Mgmt          For                            For

2      To approve the annual financial statements, including     Mgmt          For                            For
       profit and loss statement (profit and loss account) of
       the Company for 2011

3      The AGM approves the distribution of net income based     Mgmt          For                            For
       on the financial statements of the Company for 2011
       prepared under Russian Accounting Regulations. The net
       income of the Company for 2011 under the said
       financial statements was 54.9 bln Russian Rubles; 30%
       (approx. 16.5 bln Russian Rubles) is proposed to be
       paid as dividends to the shareholders (see Item 4 of
       the AGM's agenda), the remaining portion to be
       retained by the Company to finance its capital
       expenditure and other expenses

4      To pay dividends for the year 2011 in the amount of:      Mgmt          For                            For
       a) 708% of the nominal value per OAO Tatneft preferred
       share b) 708% of the nominal value per OAO Tatneft
       ordinary share To determine that dividends shall be
       paid within 60 days after the AGM. Dividends shall be
       paid in cash

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE ELECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING. PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CONTACT YOUR CLIENT
       SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.

5.1    Election of member of the Board of Directors of OAO       Mgmt          For                            For
       Tatneft: Shafagat Fahrazovich Takhautdinov

5.2    Election of member of the Board of Directors of OAO       Mgmt          For                            For
       Tatneft: Radik Raufovich Gaizatullin

5.3    Election of member of the Board of Directors of OAO       Mgmt          For                            For
       Tatneft: Sushovan Ghosh

5.4    Election of member of the Board of Directors of OAO       Mgmt          For                            For
       Tatneft: Nail Gabdulbarievich Ibragimov

5.5    Election of member of the Board of Directors of OAO       Mgmt          For                            For
       Tatneft: Rais Salikhovich Khisamov

5.6    Election of member of the Board of Directors of OAO       Mgmt          For                            For
       Tatneft: Vladimir Pavlovich Lavushchenko

5.7    Election of member of the Board of Directors of OAO       Mgmt          For                            For
       Tatneft: Nail Ulfatovich Maganov

5.8    Election of member of the Board of Directors of OAO       Mgmt          For                            For
       Tatneft: Renat Haliullovich Muslimov

5.9    Election of member of the Board of Directors of OAO       Mgmt          For                            For
       Tatneft: Rinat Kasimovich Sabirov

5.10   Election of member of the Board of Directors of OAO       Mgmt          For                            For
       Tatneft: Valery Yurievich Sorokin

5.11   Election of member of the Board of Directors of OAO       Mgmt          For                            For
       Tatneft: Mirgazian Zakievich Taziev

5.12   Election of member of the Board of Directors of OAO       Mgmt          For                            For
       Tatneft: Azat Kiyamovich Khamaev

5.13   Election of member of the Board of Directors of OAO       Mgmt          For                            For
       Tatneft: Maria Leonidovna Voskresenskaya

5.14   Election of member of the Board of Directors of OAO       Mgmt          For                            For
       Tatneft: David William Waygood

6.1    Elect to the Revision Commission of the Company           Mgmt          For                            For
       candidate proposed by the Company's shareholders :
       Nazilya Faizrakhmanovna Galieva

6.2    Elect to the Revision Commission of the Company           Mgmt          For                            For
       candidate proposed by the Company's shareholders :
       Ferdinand Rinatovich Galiullin

6.3    Elect to the Revision Commission of the Company           Mgmt          For                            For
       candidate proposed by the Company's shareholders :
       Ranilya Ramilyevna Gizatova

6.4    Elect to the Revision Commission of the Company           Mgmt          For                            For
       candidate proposed by the Company's shareholders :
       Venera Gibadullovna Kuzmina

6.5    Elect to the Revision Commission of the Company           Mgmt          For                            For
       candidate proposed by the Company's shareholders :
       Nikolai Kuzmich Lapin

6.6    Elect to the Revision Commission of the Company           Mgmt          For                            For
       candidate proposed by the Company's shareholders :
       Liliya Rafaelovna Rakhimzyanova

6.7    Elect to the Revision Commission of the Company           Mgmt          For                            For
       candidate proposed by the Company's shareholders :
       Alfiya Azgarovna Sinegaeva

6.8    Elect to the Revision Commission of the Company           Mgmt          For                            For
       candidate proposed by the Company's shareholders :
       Tatiana Victorovna Tsyganova

7      To approve Zao Energy Consulting/Audit as external        Mgmt          For                            For
       auditor of OAO Tatneft to conduct statutory audit of
       the annual financial statements for 2012 prepared
       under Russian Accounting Standards for the term of one
       year

8      To approve the following amendment to the Charter of      Mgmt          For                            For
       OAO Tatneft: Paragraph 3 of Article 5.9 of the Charter
       shall read as follows: Dividends unclaimed by
       shareholders within three years after their accrual
       shall be reinstated by the Company as part of
       undistributed profit




--------------------------------------------------------------------------------------------------------------------------
 OIL CO LUKOIL                                                                               Agenda Number:  933642553
--------------------------------------------------------------------------------------------------------------------------
    Security:  677862104                                                             Meeting Type:  Consent
      Ticker:  LUKOY                                                                 Meeting Date:  27-Jun-2012
        ISIN:  US6778621044
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      TO APPROVE THE ANNUAL REPORT OF OAO "LUKOIL" FOR 2011     Mgmt          For                            For
       AND THE ANNUAL FINANCIAL STATEMENTS, INCLUDING THE
       INCOME STATEMENTS (PROFIT AND LOSS ACCOUNTS) OF THE
       COMPANY, AND THE DISTRIBUTION OF PROFITS, ALL AS MORE
       FULLY DESCRIBED IN THE PROXY STATEMENT.

2A     ELECTION OF DIRECTOR: ALEKPEROV, VAGIT YUSUFOVICH         Mgmt          For

2B     ELECTION OF DIRECTOR: BELIKOV, IGOR VYACHESLAVOVICH       Mgmt          For

2C     ELECTION OF DIRECTOR: BLAZHEEV, VICTOR VLADIMIROVICH      Mgmt          For

2D     ELECTION OF DIRECTOR: GRAYFER, VALERY ISAAKOVICH          Mgmt          For

2E     ELECTION OF DIRECTOR: IVANOV, IGOR SERGEEVICH             Mgmt          For

2F     ELECTION OF DIRECTOR: MAGANOV, RAVIL ULFATOVICH           Mgmt          For

2G     ELECTION OF DIRECTOR: MATZKE, RICHARD                     Mgmt          For

2H     ELECTION OF DIRECTOR: MIKHAILOV, SERGEI ANATOLIEVICH      Mgmt          For

2I     ELECTION OF DIRECTOR: MOBIUS, MARK                        Mgmt          For

2J     ELECTION OF DIRECTOR: MOSCATO, GUGLIELMO ANTONIO          Mgmt          For
       CLAUDIO

2K     ELECTION OF DIRECTOR: PICTET, IVAN                        Mgmt          For

2L     ELECTION OF DIRECTOR: SHOKHIN, ALEXANDER NIKOLAEVICH      Mgmt          No vote

3A     TO ELECT THE AUDIT COMMISSION FROM THE LIST OF            Mgmt          For                            For
       CANDIDATES APPROVED BY THE BOARD OF DIRECTORS OF OAO
       "LUKOIL" ON 3 FEBRUARY 2012 (MINUTES NO. 3): MAKSIMOV,
       MIKHAIL BORISOVICH

3B     TO ELECT THE AUDIT COMMISSION FROM THE LIST OF            Mgmt          For                            For
       CANDIDATES APPROVED BY THE BOARD OF DIRECTORS OF OAO
       "LUKOIL" ON 3 FEBRUARY 2012 (MINUTES NO. 3):
       NIKITENKO, VLADIMIR NIKOLAEVICH

3C     TO ELECT THE AUDIT COMMISSION FROM THE LIST OF            Mgmt          For                            For
       CANDIDATES APPROVED BY THE BOARD OF DIRECTORS OF OAO
       "LUKOIL" ON 3 FEBRUARY 2012 (MINUTES NO. 3): SURKOV,
       ALEKSANDR VIKTOROVICH

4A     TO PAY REMUNERATION AND REIMBURSE EXPENSES TO MEMBERS     Mgmt          For                            For
       OF THE BOARD OF DIRECTORS OF OAO "LUKOIL" PURSUANT TO
       THE APPENDIX HERETO.

4B     TO DEEM IT APPROPRIATE TO RETAIN THE AMOUNTS OF           Mgmt          For                            For
       REMUNERATION FOR MEMBERS OF THE BOARD OF DIRECTORS OF
       OAO "LUKOIL" ESTABLISHED BY DECISION OF THE ANNUAL
       GENERAL SHAREHOLDERS MEETING OF OAO "LUKOIL" OF 23
       JUNE 2011 (MINUTES NO. 1).

5A     TO PAY REMUNERATION TO EACH OF THE MEMBERS OF THE         Mgmt          For                            For
       AUDIT COMMISSION OF OAO "LUKOIL" IN THE AMOUNT
       ESTABLISHED BY DECISION OF THE ANNUAL GENERAL
       SHAREHOLDERS MEETING OF OAO "LUKOIL" OF 23 JUNE 2011
       (MINUTES NO. 1) - 2,730,000 ROUBLES.

5B     TO DEEM IT APPROPRIATE TO RETAIN THE AMOUNTS OF           Mgmt          For                            For
       REMUNERATION FOR MEMBERS OF THE AUDIT COMMISSION OF
       OAO "LUKOIL" ESTABLISHED BY DECISION OF THE ANNUAL
       GENERAL SHAREHOLDERS MEETING OF OAO "LUKOIL" OF 23
       JUNE 2011(MINUTES NO. 1).

6      TO APPROVE THE INDEPENDENT AUDITOR OF OAO "LUKOIL"-       Mgmt          For                            For
       CLOSED JOINT STOCK COMPANY KPMG.

7      TO APPROVE AMENDMENTS AND ADDENDA TO THE CHARTER OF       Mgmt          For                            For
       OPEN JOINT STOCK COMPANY "OIL COMPANY "LUKOIL",
       PURSUANT TO THE APPENDIX HERETO.

8      TO APPROVE AMENDMENTS TO THE REGULATIONS ON THE           Mgmt          For                            For
       PROCEDURE FOR PREPARING AND HOLDING THE GENERAL
       SHAREHOLDERS MEETING OF OAO "LUKOIL", PURSUANT TO THE
       APPENDIX HERETO.

9      TO APPROVE AMENDMENTS TO THE REGULATIONS ON THE BOARD     Mgmt          For                            For
       OF DIRECTORS OF OAO "LUKOIL", PURSUANT TO THE APPENDIX
       HERETO.

10     TO APPROVE AN INTERESTED-PARTY TRANSACTION - POLICY       Mgmt          For                            For
       (CONTRACT) ON INSURING THE LIABILITY OF DIRECTORS,
       OFFICERS AND CORPORATIONS BETWEEN OAO "LUKOIL" AND OAO
       KAPITAL STRAKHOVANIE, ON THE TERMS AND CONDITIONS
       INDICATED IN THE APPENDIX HERETO.




--------------------------------------------------------------------------------------------------------------------------
 OJSC OC ROSNEFT                                                                             Agenda Number:  703305385
--------------------------------------------------------------------------------------------------------------------------
    Security:  67812M207                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  13-Sep-2011
        ISIN:  US67812M2070
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      To terminate the powers of the members of Rosneft         Mgmt          For                            For
       Board of Directors

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE ELECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING. PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CONTACT YOUR CLIENT
       SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.

2.1    Elect the members of Rosneft Board of Directors :         Mgmt          For                            For
       Vladimir Leonidovich Bogdanov

2.2    Elect the members of Rosneft Board of Directors :         Mgmt          For                            For
       Matthias Warnig

2.3    Elect the members of Rosneft Board of Directors :         Mgmt          For                            For
       Andrey Leonidovich Kostin

2.4    Elect the members of Rosneft Board of Directors :         Mgmt          For                            For
       Alexander Dmitrievich Nekipelov

2.5    Elect the members of Rosneft Board of Directors :         Mgmt          For                            For
       Hans-Joerg Rudloff

2.6    Elect the members of Rosneft Board of Directors :         Mgmt          For                            For
       Nikolay Petrovich Tokarev

2.7    Elect the members of Rosneft Board of Directors :         Mgmt          For                            For
       Eduard Yurievich Khudainatov

2.8    Elect the members of Rosneft Board of Directors :         Mgmt          For                            For
       Sergey Vladimirovich Shishin

2.9    Elect the members of Rosneft Board of Directors :         Mgmt          For                            For
       Dmitry Evgenievich Shugayev




--------------------------------------------------------------------------------------------------------------------------
 PHOSAGRO OJSC                                                                               Agenda Number:  703440672
--------------------------------------------------------------------------------------------------------------------------
    Security:  71922G209                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  01-Dec-2011
        ISIN:  US71922G2093
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      On the Company's share split (12,447,708 ordinary         Mgmt          For                            For
       registered undocumentary    shares), making changes to
       Company's Charter in relation to the share split,  to
       reflect the share split into 124,477,080 ordinary
       registered undocumentary shares with the nominal value
       of 2 RUB 50 kopecks per share, and that the
       Company shall have the right to allocate additional
       1,000,000,000 of ordinary registered undocumentary
       shares with the nominal value of 2 RUB 50 kopecks
       per share, as set forth in the Company's Notice about
       holding the             Extraordinary General Meeting
       of Shareholders

2      On payment (declaring) dividends in the amount of         Mgmt          For                            For
       3,111,927,000 RUB on the    Company's shares (250 RUB
       per share) for the 9 months ended September 30,
       2011, to be made within 60 days from the date of
       making the resolution on     their payment, as set
       forth in the Company's Notice about holding the
       Extraordinary General Meeting of Shareholders




--------------------------------------------------------------------------------------------------------------------------
 PHOSAGRO OJSC, MOSCOW                                                                       Agenda Number:  703814714
--------------------------------------------------------------------------------------------------------------------------
    Security:  71922G209                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  30-May-2012
        ISIN:  US71922G2093
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      Approving the annual report of the Company as of 2011     Mgmt          For                            For

2      Approving the annual financial report, including the      Mgmt          For                            For
       profit and loss statement (profit and loss account) of
       the Company as of 2011

3      Profit distribution, including payment (declaration)      Mgmt          For                            For
       of dividends and losses of the Company as of 2011

4      Determining the quantitative composition of the           Mgmt          For                            For
       Company's Board of Directors

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE ELECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING. PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CONTACT YOUR CLIENT
       SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.

5.1    Electing the member of the Company's Board of             Mgmt          For                            For
       Directors: Antoshin Igor Dmitrievich

5.2    Electing the member of the Company's Board of             Mgmt          For                            For
       Directors: Volkov Maxim Viktorovich

5.3    Electing the member of the Company's Board of             Mgmt          For                            For
       Directors: Litvinenko Vladimir Stefanovich

5.4    Electing the member of the Company's Board of             Mgmt          For                            For
       Directors: Loginov Vasily Juryevich

5.5    Electing the member of the Company's Board of             Mgmt          For                            For
       Directors: Ombudstvedt Sven

5.6    Electing the member of the Company's Board of             Mgmt          For                            For
       Directors: Osipov Roman Vladimirovich

5.7    Electing the member of the Company's Board of             Mgmt          For                            For
       Directors: Rodionov Ivan Ivanovich

5.8    Electing the member of the Company's Board of             Mgmt          For                            For
       Directors: Rhodes Marcus J.

6.1    Electing the Review Committee of the Company: Kalinina    Mgmt          For                            For
       Galina Aleksandrovna

6.2    Electing the Review Committee of the Company: Lizunova    Mgmt          For                            For
       Olga Jurjevna

6.3    Electing the Review Committee of the Company: Sinitsa     Mgmt          For                            For
       Maxim Pavlovich

7      Approving the Company's auditor for 2012                  Mgmt          For                            For

8      On paying remuneration and compensation to the            Mgmt          For                            For
       Company's Board of Directors

9      On approval of an interested party transaction -          Mgmt          For                            For
       Guarantee Agreement between OJSC "PhosAgro" and OJSC
       "Nordea Bank" concerning the obligations of OJSC
       "Cherepovetsky Azot"

10     On approval of a major transaction which is               Mgmt          For                            For
       simultaneously an interested party transaction -
       Guarantee Agreement between OJSC "PhosAgro" and
       Societe Generale, Paris and OJSC "Rosbank" in relation
       to the obligations of OJSC "Ammophos"

11     On approval of an interested party transaction -          Mgmt          For                            For
       Guarantee Agreement between OJSC "PhosAgro" and CJSC
       "Natixis Bank" in relation to the obligations of OJSC
       "Ammophos"

12     On approval of a major transaction, which is              Mgmt          For                            For
       simultaneously an interested party transaction - Loan
       Agreement between OJSC "Ammophos" and OJSC "PhosAgro"

       PLEASE NOTE THAT THIS IS A REVISION DUE TO                Non-Voting
       MODIFICATION IN THE TEXT OF THE RES OLUTION 5.7.IF YOU
       HAVE ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN
       THIS PROXY FORM UNLESS YOU DECIDE TO AMEND YOUR
       ORIGINAL INSTRUCTIONS. THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 PIPE METALLURGICAL COMPANY, MOSCOW                                                          Agenda Number:  703899976
--------------------------------------------------------------------------------------------------------------------------
    Security:  87260R201                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  26-Jun-2012
        ISIN:  US87260R2013
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      To approve the following amendment to the Charter of      Mgmt          For                            For
       OAO TMK: Clause 15.7. of the Charter of the Company
       shall be read as follows: "The number of the members
       of the Board of Directors - 11 (eleven) members"

2      To approve the annual report, annual accounting           Mgmt          For                            For
       statements, including statements of revenues and
       losses in accordance with the results of 2011
       financial year

3      To approve the distribution of the profit for 2011        Mgmt          For                            For
       financial year. Not later than 24 August 2012 to pay
       to the shareholders of the Company annual dividends
       for the 2011 financial year in the amount of RUB 2.70
       per one ordinary share of the Company of par value 10
       Rubles, totaling 2,531,482,453 Rubles 80 Kopecks. The
       outstanding after the payment of the dividends amount
       is not distributable and remains in the possession of
       the Company

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE ELECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING. PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CONTACT YOUR CLIENT
       SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.

4.1    Election of the Company's Board of Director: Mr.          Mgmt          For                            For
       Pumpyansky

4.2    Election of the Company's Board of Director: Mr.          Mgmt          For                            For
       Shiryaev

4.3    Election of the Company's Board of Director: Mr.          Mgmt          For                            For
       Kaplunov

4.4    Election of the Company's Board of Director: Mr.          Mgmt          For                            For
       Khmelevsky

4.5    Election of the Company's Board of Director: Mr.          Mgmt          For                            For
       Alekseev

4.6    Election of the Company's Board of Director: Mr.          Mgmt          For                            For
       Shokhin

4.7    Election of the Company's Board of Director: Mr.          Mgmt          For                            For
       Foresman

4.8    Election of the Company's Board of Director: Mr.          Mgmt          For                            For
       O'Brein

4.9    Election of the Company's Board of Director: Mr.          Mgmt          For                            For
       Aganbegan

4.10   Election of the Company's Board of Director: Mr.          Mgmt          For                            For
       Shegolev

4.11   Election of the Company's Board of Director: Mr. Papin    Mgmt          For                            For

5.1    Election of the Company's Supervisory Board: Mr.          Mgmt          For                            For
       Maksimenko

5.2    Election of the Company's Supervisory Board: Mr.          Mgmt          For                            For
       Vorobiyev

5.3    Election of the Company's Supervisory Board: Mrs.         Mgmt          For                            For
       Pozdnyakova

6      To approve OOO "Ernst & Young" as the Company's           Mgmt          For                            For
       auditor

7.1    To approve in accordance with art. 83 of the Federal      Mgmt          For                            For
       Law "On joint-stock companies "No-208-FZ dated
       26.12.1995 settlement of the interested party
       transaction by OAO "TMK" (hereinafter referred to as
       OAO "TMK", Company)-conclusion of the contract (-s) of
       guarantee between the Company and Open Joint Stock
       Company "Sberbank of Russia" as security of
       fulfillment of obligations by "Trade House "TMK"
       Closed Joint Stock Company (hereinafter referred to as
       "Trade House "TMK") under the General Agreement on
       opening of a renewable frame credit line with
       differentiated rates (hereinafter referred to as the
       Agreement), concluded between "Trade House "TMK" and
       Open Joint Stock Company "Sberbank of Russia" and on
       each Credit Transaction, settled within the Agreement

CONT   CONTD Company "Sberbank of Russia"; Borrower - "Trade     Non-Voting
       House "TMK"; Guarantor - Company; Subject of the
       transaction: The Company's provision of the guarantee
       in favor of the Creditor as security of fulfillment of
       obligations by the Borrower under the Agreement and on
       each Credit Transaction, settled within the Agreement,
       between the Borrower and the Creditor. The guarantee
       shall be granted as security of the Borrower's
       obligations under the Agreement with the following
       essential conditions: Subject of the transaction: The
       Creditor shall open a renewable frame credit line to
       the Borrower at the rate and on conditions, specified
       in the Agreement and Confirmations, executed within
       the Agreement, and the Borrower shall repay the
       credit, pay interest on it and other fees in

CONT   CONTD Agreement. Limit of the credit line: maximum        Non-Voting
       6,000,000,000 (Six billion) rubles; Within the
       Agreement the Creditor and the Borrower shall conclude
       separate Credit Transactions by signing of the
       Confirmations by the Parties, which shall be an
       integral of the Agreement. The Credit Transactions
       shall mean: Granting of the credit funds by the
       Creditor to the Borrower at the rate and on
       conditions, agreed by the Borrower and the Creditor
       and specified in the Agreement and Confirmations,
       executed within the Agreement, as well as repayment of
       the received money amount by the Borrower to the
       Creditor within the period, agreed by the Parties.
       Maximum amount of the credit on each Credit
       Transaction: maximum 6,000,000,000 (Six billion)

CONT   CONTD replenishment of the working capital, repayment     Non-Voting
       of the current debt in other banks; Validity period of
       the credit line: up to 36 (Thirty six) months;
       Repayment date of the credit on each Credit
       Transaction maximum 12 (Twelve) months; Interest rate
       under the Agreement: maximum 13 (Thirteen) percent per
       year; Maximum interest rate on each Credit
       Transaction: maximum 13(Thirteen) percent per year.
       The Creditor can change the amount of the interest
       rate unilaterally (under the Agreement and on each
       Credit Transaction), including in connection with
       change of the refinancing rate by the Bank of Russia.
       Beginning from the date, coming after the date of
       emergence of the overdue arrears on interest and up to
       the date of their final repayment (inclusively), the

CONT   CONTD the discount rate (refinancing rate of the Bank     Non-Voting
       of Russia), increased by 2 (Two) times, in percent per
       year, charged on the amount of the overdue arrears on
       interest on each Credit Transaction or under the
       Agreement for each day of delay. Beginning from the
       date, coming after the date of emergence of the
       overdue arrears on the principal debt and up to the
       date of their final repayment (inclusively), the
       Borrower shall pay the penalty to the Creditor at the
       rate of the discount rate (refinancing rate of the
       Bank of Russia), increased by 2 (Two) times, in
       percent per year, charged on the amount of the overdue
       arrears on interest on each Credit Transaction or
       under the Agreement for each day of delay. Beginning
       from the date, coming after the date of emergence of

CONT   CONTD date of their final repayment (inclusively), the    Non-Voting
       Borrower shall pay the penalty to the Creditor at the
       rate of the discount rate (refinancing rate of the
       Bank of Russia), increased by 2 (Two) times, in
       percent per year, charged on the amount of the overdue
       arrears on interest on each Credit Transaction or
       under the Agreement for each day of delay. Order of
       repayment of the credit on each Credit Transaction:
       repayment of the credit on an individual Credit
       Transaction shall be made within the period, indicated
       in the corresponding Confirmations.  The Guarantor
       agrees to the Creditor's unilateral change of the
       interest rate under the secured Credit Agreement and
       on each specific Credit Transaction, including,
       without limitation, in case of the decisions, taken by

CONT   CONTD with notification of the Borrower thereof,          Non-Voting
       without documentation of this change by the
       supplementary agreement.  The Guarantor undertakes to
       be liable to the Creditor jointly with the Borrower
       for fulfillment of obligations under the Credit
       Agreements, including repayment of the principal debt,
       interest on the credit, penalties, reimbursement of
       court expenses on recovery of the debt and other
       losses of the Creditor, induced by the Borrower's
       non-fulfillment or improper fulfillment of his
       obligations under the Agreement.  The Guarantor
       undertakes to be liable to the Creditor jointly with
       the Borrower for fulfillment of obligations on each
       specific Credit Transaction, settled within the
       Agreement, including repayment of the principal debt,

CONT   CONTD recovery of the debt and other losses of the        Non-Voting
       Creditor, induced by the Borrower's non-fulfillment or
       improper fulfillment of his obligations on each
       specific Credit Transaction.  The Guarantor agrees to
       the right of the Creditor to claim both from the
       Borrower and Guarantor early repayment of the amount
       of the credit, interest on it, penalties and other
       fees, charged on the repayment date, under the Credit
       Agreements under the Credit Agreement and each
       specific Credit Transaction, in cases, provided for by
       the Agreement, as well as in the terms and conditions
       of each specific Credit Transaction

7.2    To approve in accordance with art. 83 of the Federal      Mgmt          For                            For
       Law "On joint-stock companies" No-208-FZ dated
       26.12.1995 conclusion of the supplementary agreement
       by OAO "TMK" (hereinafter referred to as OAO, "TMK"
       Company) with OJSC "Nordea Bank" (hereinafter referred
       to as Bank) to the contract of guarantee
       No-DP-136/11-1-VLF dated September 14, 2011, as per
       which the Company confirms its awareness of all the
       terms and conditions of the Supplementary Agreement
       No- 2 (hereinafter referred to as the Supplementary
       Agreement to the Credit Agreement), between "Volzhsky
       Pipe Plant" OJSC (hereinafter referred to as the
       Borrower) and the Bank, to the Credit Agreement on
       granting of the credit in foreign currency No
       VK-136/11-VLF dated    September 14, 2011 (hereinafter

CONT   CONTD the Borrower's fulfillment of obligations under     Non-Voting
       the Credit Agreement, co ncluded between the Borrower
       and the Bank, with account of amendments, introdu ced
       by the Supplementary Agreement to the Credit
       Agreement. The Supplementary Agreement to the Credit
       Agreement amends the following terms and conditions of
       the Credit Agreement: 2.1 The Credit Agreement shall
       be supplemented with the  following provision:
       Interest period shall mean the corresponding period of
       t ime, determined in accordance with the following
       schedule: as specified, 2.2 D uring the period of use
       of the credit, granted under the Credit Agreement, the
       interest rate shall be determined as follows: - in
       the period from 19 October  2011 (inclusively) to 16
       January 2012 the interest rate shall be determined b

CONT   CONTD in the period from 16 April 2012 (inclusively)      Non-Voting
       to 14 July 2012 - the int erest rate shall be
       determined based on LIBOR rate, published on 14 April
       2012 ;- in  the period from 15 July 2012 (inclusively)
       to 30 September 2012 - the  interest rate shall be
       determined based on LIBOR rate, published on 13 July
       2012; -in the period from 1 October 2012 (inclusively)
       to 30 January 2017 -  the interest rate shall be
       determined based on LIBOR rate, published on the
       earlier of two days, directly preceding to the
       commencement day of the  corresponding interest
       period. 2.3 Order of payment of interest: To 30
       September 2012 - in accordance with the terms and
       conditions, approved  earlier From 30 September 2012
       (not including this date) to 30 January 2017

CONT   CONTD date of payment of interest comes on a day off,     Non-Voting
       the next working day, coming after it, shall be
       considered as the day of payment of interest. Hereby
       irrespective of the date of payment of interest by the
       Borrower, the amount of interest is subject to
       payment, charged on the last days of the corresponding
       interest period, or on the repayment date of the
       credit, if interest is paid simultaneously with
       complete repayment of the amount of the credit. 2.4
       The credit shall be repaid in accordance with the
       following order: -the first payment shall be made on
       31 January 2014 at the rate of 10 (ten) million US
       dollars; -eleven equal payments in each 3 (three)
       subsequent months at the rate of 10 (ten) million US
       dollars each, paid on the last day of each third

CONT   CONTD rate of 80 (eighty) million US dollars              Non-Voting

7.3    To approve in accordance with the requirements of         Mgmt          For                            For
       article 83 of the Federal Law "On joint-stock
       companies" No-208-FZ dated 26.12.1995 settlement of
       inter-related transactions by OAO "TMK"-conclusion of
       the contract of guarantee No-0587/11-P-01 dated March
       22, 2012 and contract of guarantee No-0588/11-P-01
       dated March 22, 2012 between the Company and OJSC
       "URALSIB" (Contracts) under the Agreement
       No-0587/11-KL-V on granting of the credit line dated
       March 22, 2012 and Agreement No-0588/11-KL-V on
       granting of the credit line dated March 22, 2012
       correspondingly between "Trade House "TMK" and OJSC
       "URALSIB" on the following essential conditions:
       parties to the transaction: Creditor-OJSC "URALSIB",
       Guarantor - OAO "TMK" Subject of the transaction: The

CONT   CONTD TMK") fulfillment of obligations under the          Non-Voting
       Agreement No-0587/11-KL-V on granting of the credit
       line dated March 22, 2012 and Agreement
       No-0588/11-KL-V on granting of the credit line dated
       March 22, 2012 with the following conditions: Limit of
       the credit line under the Agreement No-0587/11-KL-V on
       granting of the credit line dated March 22, 2012:
       maximum 4,000,000,000 (Four billion) rubles; Limit of
       the credit line under the Agreement No-0588/11-KL-V on
       granting of the credit line dated March 22, 2012:
       maximum 136,949,250 (One hundred thirty six million
       nine hundred forty nine thousand two hundred fifty) US
       dollars; Validity period of the credit lines: to March
       22, 2014; Validity period of the tranches: maximum 12
       months; Interest rate under the Agreement

CONT   CONTD maximum 12 % per year; Interest rate under the      Non-Voting
       Agreement No-0588/11-KL-V on granting of the credit
       line dated March 22, 2012: maximum 12 % per year; The
       Guarantor shall be liable to the Creditor to the same
       extent as the Borrower, including the amount of money,
       granted to the Borrower, interest on it, possible
       forfeits (fines, penalties), reimbursement of court
       expenses on recovery of the debt and other losses of
       the Creditor, induced by the Borrower's
       non-fulfillment or improper fulfillment of obligations

7.4    To approve in accordance with the requirements of         Mgmt          For                            For
       article 83 of the Federal Law "On joint-stock
       companies" No-208-FZ dated 26.12.1995 settlement of
       the transaction (-s) by OAO "TMK" (OAO "TMK",
       Company)-conclusion of the loan agreement (-s),
       supplementary agreement (-s) to the loan agreements
       between the Company and any of the following persons:
       Public Joint Stock Company "Sinarsky Pipe Plant",
       "Volzhsky Pipe Plant" Open Joint Stock Company,
       "Seversky Tube Works" Joint Stock Company, Joint Stock
       Company "Taganrog Metallurgical Works", "Trade House,
       "TMK"IPSCO Tubulars Inc. (hereinafter refe rred to as
       the contract (-s)), which can be settled in future, on
       the followin g    essential conditions: Lender -  OAO
       "TMK"; Borrower - any of the followin g    persons:

CONT   CONTD Open Joint Stock Company, "Seversky Tube Works"     Non-Voting
       Joint Stock Company, Joint Stock Company "Taganrog
       Metallurgical Works", "Trade House "TMK", IPSCO
       Tubulars Inc.; Subject of the transaction: The Lender
       shall transfer the amount of money into the Borrower's
       ownership and the Borrower shall return the same
       amount of money (loan amount), as well as pay interest
       on the loan amount. Amount of the loan/loans for each
       Borrower-maximum 10,000,000,000 (Ten billion) rubles
       or equivalent of the indicated amount in foreign
       currency; Interest for use of the loan amount -
       minimum 8% per year and maximum 15% per year; Period
       of the loan/loans - maximum 60 months

7.5    To approve in accordance with the requirements of         Mgmt          For                            For
       article 83 of the Federal Law "On joint-stock
       companies" No-208-FZ dated 26.12.1995 settlement of
       the transaction (-s) by OAO "TMK" (OAO "TMK",
       Company)-conclusion of the loan agreement (-s),
       supplementary agreement (-s) to the loan agreements
       between the Company and any of the following persons:
       Public Joint Stock Company "Sinarsky Pipe plant",
       "Volzhsky Pipe Plant" Open Joint Stock Company,
       "Seversky Tube Works" Joint Stock Company, Joint Stock
       Company "Taganrog Metallurgical Works", "Trade House
       "TMK", IPSCO Tubulars Inc. (hereinafter referred to as
       the contract (-s)), which can be settled in future, on
       the following essential conditions: Lender - any of
       the following persons: Public Joint Stock Company

CONT   CONTD Company, "Seversky Tube Works" Joint Stock          Non-Voting
       Company, Joint Stock Company "Taganrog Metallurgical
       Works", "Trade House "TMK", IPSCO Tubulars Inc.;
       Borrower - OAO "TMK"; Subject of the transaction: The
       Lender shall transfer the amount of money into the
       Borrower's ownership and the Borrower shall return the
       same amount of money (loan amount), as well as pay
       interest on the loan amount. Amount of the loan/loans
       from each Lender-maximum 10,000,000,000 (Ten billion)
       rubles or equivalent of the indicated amount in
       foreign currency; Interest for use of the loan amount
       - maximum 15% per year; Period of the loan/loans -
       maximum 60 months

       PLEASE NOTE THAT THIS IS A REVISION DUE TO                Non-Voting
       MODIFICATION IN TEXT OF RESOLUTION 7.2.IF YOU HAVE
       ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
       PROXY FO RM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
       INSTRUCTIONS. THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 PROTEK OJSC, MOSCOW                                                                         Agenda Number:  703349464
--------------------------------------------------------------------------------------------------------------------------
    Security:  X6943X108                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  10-Oct-2011
        ISIN:  RU000A0JQU47
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


CMMT   PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID       Non-Voting
       863014 DUE TO RECEIPT OF DIRECTORS NAMES. ALL VOTES
       RECEIVED ON THE PREVIOUS MEETING WILL BE DISREGARDED
       AND YOU WILL NEED TO REINSTRUCT ON THIS MEETING
       NOTICE. THANK YOU.

1      Approval of early power termination of members of the     Mgmt          For                            For
       Company's BoD

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE ELECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING. PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CONTACT YOUR CLIENT
       SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.

2.1    Election of V. Yakunin to the Company's BoD               Mgmt          For                            For

2.2    Election of V. Muzyaev to the Company's BoD               Mgmt          For                            For

2.3    Election of Y. Yakunina to the Company's BoD              Mgmt          For                            For

2.4    Election of L. Novoselsky to the Company's BoD            Mgmt          For                            For

2.5    Election of L. Sevastianov to the Company's BoD           Mgmt          For                            For

2.6    Election of A. Sukhoruchenko to the Company's BoD         Mgmt          For                            For

2.7    Election of V. Gorbunov to the Company's BoD              Mgmt          For                            For

       PLEASE BE ADVISED THAT THE SHAREHOLDERS OF PROTEK WHO     Non-Voting
       JOINTLY POSSESS MORE THAN 2 PERCENT OF VOTING SHARES
       HAVE THE RIGHT TO PROPOSE CANDIDATES TO THE COMPANY'S
       BOARD OF DIRECTORS WHO WILL BE INCLUDED IN THE LIST OF
       THE BOARD OF DIRECTORS TO BE ELECTED AT THE COMPANY'S
       EGM SCHEDULED FOR 10 OCTOBER 2011.

       PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF     Non-Voting
       ADDITIONAL INFORMATION. IF YOU HAVE ALREADY SENT IN
       YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY FORM
       UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS.
       THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 ROSNEFT OIL COMPANY OJSC, MOSCOW                                                            Agenda Number:  703664753
--------------------------------------------------------------------------------------------------------------------------
    Security:  67812M207                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  10-Apr-2012
        ISIN:  US67812M2070
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


CMMT   PLEASE NOTE THAT THIS IS A POSTAL BALLOT MEETING.THANK    Non-Voting
       YOU.

1      Approval of major transaction amendment: To approve       Mgmt          For                            For
       the transaction executed earlier - Crude Oil Sales -
       Purchase Agreement No. 0000709/0674K/IN09COD009
       between China National Petroleum Corporation and
       Rosneft of 17.02.09 (Sales-Purchase Agreement),
       approved by the General Shareholders Meeting of
       Rosneft on June 19, 2009 as part of a major
       transaction comprising the series of related
       transactions, by way of execution of Addendum 1 to the
       Sales-Purchase Agreement (the Addendum), containing
       the specified material terms

2.1    Approval of related-party transactions and amendments     Mgmt          For                            For
       thereof: To approve the amendment of a related-party
       transaction executed earlier - the Crude Oil Delivery
       Agreement No. 0000609/0675(as specified)/176/16/9
       between Rosneft and Transneft of 10.04.2009 (Delivery
       Agreement), approved by the General Shareholders
       Meeting of Rosneft on June 19, 2009 by way of
       execution of Addendum 4 (the Addendum), containing the
       specified material terms

2.2    Approval of related-party transactions and amendments     Mgmt          For                            For
       thereof: To approve the related-party transaction,
       which is executed by Rosneft Oil Company (the Company)
       as part of the ordinary economic and business activity




--------------------------------------------------------------------------------------------------------------------------
 ROSNEFT OIL COMPANY OJSC, MOSCOW                                                            Agenda Number:  703863818
--------------------------------------------------------------------------------------------------------------------------
    Security:  67812M207                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  20-Jun-2012
        ISIN:  US67812M2070
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      Approval of the Annual Report of the Company              Mgmt          For                            For

2      Approval of the financial (accounting) statements,        Mgmt          For                            For
       including profit and loss statements (profit and loss
       accounts) of the Company

3      Approval of the distribution of the Company profits       Mgmt          For                            For
       for 2011

4      On amount, timing, and form of payment of dividends       Mgmt          For                            For
       for 2011

5      On remuneration and reimbursement of expenses for         Mgmt          For                            For
       members of the Board of Directors of the Company

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE ELECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING. PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CONTACT YOUR CLIENT
       SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.

6.1    Election of members of the Board of Director of the       Mgmt          For                            For
       Company: Warnig, Matthias

6.2    Election of members of the Board of Director of the       Mgmt          For                            For
       Company: Kuzovlev, Mikhail Valerievich

6.3    Election of members of the Board of Director of the       Mgmt          For                            For
       Company: Laverov, Nikolay Pavlovich

6.4    Election of members of the Board of Director of the       Mgmt          For                            For
       Company: Nekipelov, Alexander Dmitrievich

6.5    Election of members of the Board of Director of the       Mgmt          For                            For
       Company: Rudloff, Hans-Joerg

6.6    Election of members of the Board of Director of the       Mgmt          For                            For
       Company: Khudainatov, Eduard Yurievich

6.7    Election of members of the Board of Director of the       Mgmt          For                            For
       Company: Shishin, Sergey Vladimirovich

6.8    Election of members of the Board of Director of the       Mgmt          For                            For
       Company: Shugaev, Dmitry Evgenievich

6.9    Election of members of the Board of Director of the       Mgmt          For                            For
       Company: Scherbovich, Ilya Viktorovich

7.1    Election of member of the Internal Audit Commission of    Mgmt          For                            For
       the Company: Litvina, Elena Yurievna

7.2    Election of member of the Internal Audit Commission of    Mgmt          For                            For
       the Company: Nozadze, Georgy Avtandilovich

7.3    Election of member of the Internal Audit Commission of    Mgmt          For                            For
       the Company: Pakhomov, Sergey Alexandrovich

7.4    Election of member of the Internal Audit Commission of    Mgmt          For                            For
       the Company: Fisenko, Tatiana Vladimirovna

7.5    Election of member of the Internal Audit Commission of    Mgmt          For                            For
       the Company: Yugov, Alexander Sergeevich

8      Approval of the auditor of the Company                    Mgmt          For                            For

9.1.1  To approve the related party transactions, which may      Mgmt          For                            For
       be executed by OJSC Rosneft Oil Company (the Company)
       in the future as part of the ordinary economic and
       business activity: Execution by the Company (client),
       within the scope of the General Agreement on General
       Terms of Deposit Operations, of transactions with OJSC
       VBRR (bank) involving the placement by the Company of
       cash funds in Russian rubles, and/or US dollars,
       and/or EURO in the maximum total amount of
       493,000,000.0 thousand rubles on the following
       conditions: term - from one day to one year; interest
       rate for rubles - no lower than MosPrime (MIBOR) for
       the respective term minus 15%; for US dollars - no
       lower than Libor (US dollars) for the respective term
       minus 10%; for EURO - no lower than Libor (EURO) for

9.1.2  To approve the related party transactions, which may      Mgmt          For                            For
       be executed by OJSC Rosneft Oil Company (the Company)
       in the future as part of the ordinary economic and
       business activity: Execution by the Company (client),
       within the scope of the General Agreement on General
       Terms of Deposit Operations, of transactions with OJSC
       VTB (bank) involving the placement by the Company of
       cash funds in Russian rubles, and/or USA dollars,
       and/or EURO in the maximum total amount of
       493,000,000.0 thousand rubles on the following
       conditions: term - from one day to one year; interest
       rate for rubles - no lower than MosPrime (MIBOR) for
       the respective term minus 15%; for US dollars - no
       lower than Libor (US dollars) for the respective term
       minus 10%; for EURO - no lower than Libor (EURO) for

9.1.3  To approve the related party transactions, which may      Mgmt          For                            For
       be executed by OJSC Rosneft Oil Company (the Company)
       in the future as part of the ordinary economic and
       business activity: Execution by the Company (client),
       within the scope of the General Agreements on General
       Terms of Deposit Operations and on General Terms of
       Deposit Operations with Conversion, of transactions
       with OJSC GPB (bank) involving the placement by the
       Company of cash funds in Russian rubles, and/or US
       dollars, and/or EURO in the maximum total amount of
       493,000,000.0 thousand rubles with potential
       conversion of the deposit on the following conditions:
       term - from one day to one year; interest rate for
       rubles - no lower than MosPrime (MIBOR) for the
       respective term minus 15%; for US dollars - no lower

CONT   CONTD 10%; for EURO - no lower than Libor (EURO) for      Non-Voting
       the respective term minus 10%

9.1.4  To approve the related party transactions, which may      Mgmt          For                            For
       be executed by OJSC Rosneft Oil Company (the Company)
       in the future as part of the ordinary economic and
       business activity: Execution by the Company (client),
       within the scope of the General Agreement on General
       Terms of Deposit Operations, of transactions with OJSC
       AB Russia involving the placement by the Company of
       cash funds in Russian rubles, and/or US dollars,
       and/or EURO in the maximum total amount of
       493,000,000.0 thousand rubles on the following
       conditions: term - from one day to one year; interest
       rate for rubles - no lower than MosPrime (MIBOR) for
       the respective term minus 15%; for US dollars - no
       lower than Libor (US dollars) for the respective term
       minus 10%; for EURO - no lower than Libor (EURO) for

9.1.5  To approve the related party transactions, which may      Mgmt          For                            For
       be executed by OJSC Rosneft Oil Company (the Company)
       in the future as part of the ordinary economic and
       business activity: Execution by the Company (client),
       within the scope of the General Agreement on General
       Terms of Conversion Operations, of transactions with
       OJSC VBRR (bank) involving foreign currency sale and
       purchase (conversion operations) with US dollar/ruble,
       EURO/ruble, and EURO/US dollar currency pairs in the
       maximum total amount of 238,000,000.0 thousand rubles
       at the following exchange rates: for transactions with
       the US dollar/ruble pair - no lower than weighted
       average rate at MICEX-RTS as at the day of settlements
       minus 0.7 rubles; for transactions with the EURO/ruble
       pair - no lower than weighted average rate at

CONT   CONTD minus 0.8 rubles; for transactions with the         Non-Voting
       EURO/US dollar pair - no lower than weighted average
       rate at MICEX-RTS as at the day of settlements minus
       0.5 EURO

9.1.6  To approve the related party transactions, which may      Mgmt          For                            For
       be executed by OJSC Rosneft Oil Company (the Company)
       in the future as part of the ordinary economic and
       business activity: Execution by the Company (client),
       within the scope of the General Agreement on Futures
       Transactions on the Financial Markets and the General
       Agreement on General Terms of Conversion Operations
       Using the Electronic Communication Tools, of
       transactions with OJSC Bank VTB (bank) involving
       foreign currency sale and purchase (conversion
       operations) with US dollar/ruble, EURO/ruble, and
       EURO/US dollar currency pairs in the maximum total
       amount of 578,000,000.0 thousand rubles at the
       following exchange rates: for transactions with the US
       dollar/ruble pair - no lower than weighted average

CONT   CONTD for transactions with the EURO/ruble pair - no      Non-Voting
       lower than weighted average rate at MICEX-RTS as at
       the day of settlements minus 0.8 rubles; for
       transactions with the EURO/US dollar pair - no lower
       than weighted average rate at MICEX-RTS as at the day
       of settlements minus 0.5 EURO

9.1.7  To approve the related party transactions, which may      Mgmt          For                            For
       be executed by OJSC Rosneft Oil Company (the Company)
       in the future as part of the ordinary economic and
       business activity: Execution by the Company (client)
       of transactions with OJSC GPB (bank) involving foreign
       currency sale and purchase (conversion operations)
       with US dollar/ruble, EURO/ruble, and EURO/US dollar
       currency pairs in the maximum total amount of
       578,000,000.0 thousand rubles at the following
       exchange rates: for transactions with the US
       dollar/ruble pair - no lower than weighted average
       rate at MICEX-RTS as at the day of settlements minus
       0.7 rubles; for transactions with the EURO/ruble pair
       - no lower than weighted average rate at MICEX-RTS as
       at the day of settlements minus 0.8 rubles; for

CONT   CONTD weighted average rate at MICEX-RTS as at the day    Non-Voting
       of settlements minus 0.5 EURO

9.1.8  To approve the related party transactions, which may      Mgmt          For                            For
       be executed by OJSC Rosneft Oil Company (the Company)
       in the future as part of the ordinary economic and
       business activity: Execution by the Company (client)
       of transactions with OJSC AB Russia involving foreign
       currency sale and purchase (conversion operations)
       with US dollar/ruble, EURO/ruble, and EURO/US dollar
       currency pairs in the maximum total amount of
       238,000,000.0 thousand rubles at the following
       exchange rates: for transactions with the US
       dollar/ruble pair - no lower than weighted average
       rate at MICEX-RTS as at the day of settlements minus
       0.7 rubles; for transactions with the EURO/ruble pair
       - no lower than weighted average rate at MICEX-RTS as
       at the day of settlements minus 0.8 rubles; for

CONT   CONTD weighted average rate at MICEX-RTS as at the day    Non-Voting
       of settlements minus 0.5 EURO

9.1.9  To approve the related party transactions, which may      Mgmt          For                            For
       be executed by OJSC Rosneft Oil Company (the Company)
       in the future as part of the ordinary economic and
       business activity: Execution by the Company (client)
       of transactions with OJSC VBRR (bank) involving the
       attraction by the Company of short-term loans in
       rubles, and/or US dollars, and/or EURO in the maximum
       total amount of 216,000,000.0 thousand rubles on the
       following conditions: term: up to 30 days; interest
       rate for rubles - no higher than MosPrime (MIBOR) for
       the respective term plus 15%; for US dollars - no
       higher than Libor (US dollars) for the respective term
       plus 10%; for EURO - no higher than Libor (EURO) for
       the respective term plus 10%

91.10  To approve the related party transactions, which may      Mgmt          For                            For
       be executed by OJSC Rosneft Oil Company (the Company)
       in the future as part of the ordinary economic and
       business activity: Execution by the Company (client)
       of transactions with OJSC Bank VTB (bank) involving
       the attraction by the Company of short-term loans
       (within the scope of the Agreement on the Procedure
       for Concluding Credit Transactions using the "Reuter
       Dealing" system and other remote banking systems) and
       long-term loans in rubles and/or US dollars and/or
       EURO in the maximum total amount of 373,050,000.0
       thousand rubles on the following conditions: 1)
       short-term loans: maximum total amount - 216,000,000.0
       thousand rubles; term - up to 30 days; interest rate
       for rubles - no higher than MosPrime (MIBOR) for the

CONT   CONTD higher than Libor (US dollars) for the              Non-Voting
       respective term plus 10%; for EURO - not higher than
       Libor (Euro) for the respective term plus 10% 2)
       long-term loans: maximum total amount-157,050,000.0
       thousand rubles; term - from 31 days to 7 years;
       interest rate-no higher than 10% annually; financing
       arrangement fee-no higher than 1% of the credit
       amount; credit use fee-no higher than 0.5% annually

91.11  To approve the related party transactions, which may      Mgmt          For                            For
       be executed by OJSC Rosneft Oil Company (the Company)
       in the future as part of the ordinary economic and
       business activity: Execution by the Company (client)
       of transactions with OJSC GPB (bank) involving the
       attraction by the Company of short-term loans (within
       the scope of the General Agreement on the Procedure
       for Concluding Credit Transactions) and long-term
       loans in rubles and/or US dollars and/or EURO in the
       maximum total amount of 320,700,000.0 thousand rubles
       on the following conditions: 1) short-term loans:
       maximum total amount-216,000,000.0 thousand rubles;
       term - up to 30 days; interest rate for rubles - no
       higher than MosPrime (MIBOR) for the respective term
       plus 15% for US dollars - no higher than Libor (US

CONT   CONTD no higher than Libor (EURO) for the respective      Non-Voting
       term plus 10% 2) long-term loans: maximum total
       amount-104,700,000.0 thousand rubles; interest rate-no
       higher than 10% annually; financing arrangement fee-no
       higher than 1% of the credit amount; credit use fee-no
       higher than 0.5% annually term - from 31 days to 7
       years

91.12  To approve the related party transactions, which may      Mgmt          For                            For
       be executed by OJSC Rosneft Oil Company (the Company)
       in the future as part of the ordinary economic and
       business activity: Execution by the Company (client)
       of transactions with OJSC AB Russia (bank) involving
       the attraction by the Company of short-term loans in
       rubles, and/or US dollars, and/or EURO in the maximum
       total amount of 216,000,000.0 thousand rubles on the
       following conditions: term: up to 30 days; interest
       rate for rubles - no higher than MosPrime (MIBOR) for
       the respective term plus 15%; for US dollars - no
       higher than Libor (US dollars) for the respective term
       plus 10%; for EURO - no higher than Libor for the
       respective term plus 10%

91.13  To approve the related party transactions, which may      Mgmt          For                            For
       be executed by OJSC Rosneft Oil Company (the Company)
       in the future as part of the ordinary economic and
       business activity: Sale by the Company (seller) to LLC
       RN-Vostoknefteprodukt (buyer) of petroleum products in
       the amount of 2,238.2 thousand tons for the total
       value of 67,789,867.1 thousand rubles, including:
       gasoline - 981,3 thousand tons; diesel and jet fuel -
       1,060.7 thousand tons; other petroleum products -
       196.2 thousand tons

91.14  To approve the related party transactions, which may      Mgmt          For                            For
       be executed by OJSC Rosneft Oil Company (the Company)
       in the future as part of the ordinary economic and
       business activity: Sale by the Company (seller) to LLC
       RN-Bunker (buyer) of petroleum products in the amount
       of 3,568.6 thousand tons for the total value of
       63,964,123.0 thousand rubles, including: diesel fuel -
       580 thousand tons; other petroleum products -2,988.6
       thousand tons

91.15  To approve the related party transactions, which may      Mgmt          For                            For
       be executed by OJSC Rosneft Oil Company (the Company)
       in the future as part of the ordinary economic and
       business activity: Rendering by LLC RN-Yuganskneftegaz
       of services (works) involving hydrocarbon production
       at oil-and-gas fields to which the Company holds the
       respective development licenses, including: crude oil
       in the amount of 65,383.2 thousand tons; associated
       gas in the amount 4,584.3 million cubic meters and
       transfer of produced hydrocarbons to the Company for
       further realization for a maximum total fee of
       180,632,631.7 thousand rubles

91.16  To approve the related party transactions, which may      Mgmt          For                            For
       be executed by OJSC Rosneft Oil Company (the Company)
       in the future as part of the ordinary economic and
       business activity: Transfer of fixed assets (as per
       the list) belonging to the Company (lessor) to LLC
       RN-Yuganskneftegaz (lessee) for temporary use and
       utilization (lease) for a maximum total fee of
       77,000,000.0 thousand rubles

91.17  To approve the related party transactions, which may      Mgmt          For                            For
       be executed by OJSC Rosneft Oil Company (the Company)
       in the future as part of the ordinary economic and
       business activity: Rendering by OJSC AK Transneft of
       services to the Company involving the transportation
       of 123,180.0 thousand tons of crude oil by trunk
       pipelines in 2013 for a maximum total fee of
       208,000,000.0 thousand rubles

9.2.1  To approve the transaction in which all members of the    Mgmt          For                            For
       Board of Directors of the Company are related parties:
       To set the price of the related party transaction
       (insurance premium amount), which is the conclusion of
       the Insurance Agreement between the Company (insurant)
       and OJSC SOGAZ (insurer) covering the liability of
       OJSC Rosneft Oil Company, any subsidiary of OJSC
       Rosneft Oil Company, the members of the Board of
       Directors, managers and employees of OJSC Rosneft Oil
       Company, , at 1,200,000 US dollars

9.2.2  To approve the transaction in which all members of the    Mgmt          For                            For
       Board of Directors of the Company are related parties:
       To approve the Insurance Agreement between the Company
       (insurant) and OJSC SOGAZ (insurer) covering the
       liability of OJSC Rosneft Oil Company, any subsidiary
       of OJSC Rosneft Oil Company, the members of the Board
       of Directors, managers and employees of OJSC Rosneft
       Oil Company, as a related party transaction on the
       following conditions: Subject of the Agreement: on the
       basis of all terms of the Insurance Agreement, the
       Insurer shall, in the event of any insured occurrence
       stipulated in the Agreement, pay the insurance to the
       insured person and/or beneficiary and/or any other
       third party that may be entitled to receive such a
       compensation. Insured persons: 1. OJSC Rosneft Oil

CONT   CONTD Rosneft Oil Company (as stipulated in the           Non-Voting
       Agreement); 3. any person, who prior to the start of
       the insurance period was, as of the start of the
       insurance period is, or in the course of the insurance
       period becomes a member of the Rosneft's Board of
       Directors, as well as a director according the
       securities issue prospectus or an executive mentioned
       as such in any information on the listing or in the
       prospectus of the securities issued by Rosneft; 4. any
       person, who prior to the start of the period was, as
       of the start of the insurance period is, or during the
       insurance period becomes (A) a director or an
       executive (including but not limited to: a member of a
       collective executive body, the sole executive body) of
       OJSC Rosneft Oil Company, except for an external

CONT   CONTD shadow or de facto director, (d) director of a      Non-Voting
       stand-alone/subsidiary entity and/or a representative
       office/branch, ( ) chief accountant, as well as (f) a
       person that occupied, occupies, or will occupy the
       post of director/executive of OJSC ROSNEFTEGAZ to the
       extent of action (inaction) in respect to making
       managerial decisions in relation to to the Insurant
       emanating from the ownership by OJSC ROSNEFTEGAZ of
       the securities of the Insured, (f) the wife/husband or
       common-law partner of the insured person, as well as
       (g) an external administrator, hair, lawful
       representative or executor of the will of a diseased,
       legally incompetent or bankrupt entity in respect to
       losses arising out of a claim for remedy in view of a
       wrongful action of such an Ensured entity. Beneficiary

CONT   CONTD , as well as any third parties which may suffer     Non-Voting
       damage/loss. The price of the Agreement (insurance
       premium amount): 1,200,000 US dollars The insurance
       period: from July 10, 2012 to July 10, 2013. This
       Agreement, however, applies to events/actions/events
       occurred/conducted from July 10, 2006 (the date the
       continual insurance cover started). Insurance amount
       under the Agreement (Limit of liability): 150,000,000
       US dollars: Additional limits for independent
       directors (in excess of the general limit of
       liability): 1,000,000 US dollars - a special
       additional limit for each independent director,
       6,000,000 US dollars - an additional insurance amount
       for all independent directors. Insurance objects:
       property interests of the Insured entities, related to

CONT   CONTD and/or other persons, as well as related to any     Non-Voting
       costs and expenses by the Insured entities. Insurance
       events under the Agreement: the advent of all
       following circumstances: (A) the appearance of an
       obligation of Insured entities to repay monetary or
       any other damage or any other legal or objective
       compensation in view of wrongful action of the Insured
       entities in any jurisdiction, (b) claims against the
       Insured entities in view of losses of other entities
       specified in item (A) above. Deductible amount (to be
       deducted in the event the Insurant pays compensation
       upon claims against the Insured entities including the
       Insured itself): in respect to claims on securities,
       filed in the US or Canada: 500,000 US dollars: in
       respect to claims on securities, filed in other

CONT   CONTD other claims filed in the USA or Canada: 100,000    Non-Voting
       US dollars: in respect to all other claims filed all
       over the world, except for the US and Canada: 100,000
       US dollars




--------------------------------------------------------------------------------------------------------------------------
 ROSTELECOM LONG DISTANCE & TELECOMM.                                                        Agenda Number:  933636839
--------------------------------------------------------------------------------------------------------------------------
    Security:  778529107                                                             Meeting Type:  Consent
      Ticker:  ROSYY                                                                 Meeting Date:  14-Jun-2012
        ISIN:  US7785291078
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


01     APPROVAL OF THE COMPANY'S ANNUAL REPORT.                  Mgmt          For                            Against

02     APPROVAL OF ANNUAL FINANCIAL STATEMENTS, INCLUDING        Mgmt          For                            Against
       PROFIT AND LOSS STATEMENT (PROFIT AND LOSS ACCOUNT) OF
       THE COMPANY, UPON THE RESULTS OF THE REPORTING FISCAL
       YEAR 2011.

03     APPROVAL OF PROFIT DISTRIBUTION UPON THE RESULTS OF       Mgmt          For                            Against
       THE REPORTING FISCAL YEAR 2011.

4A     ELECTION OF DIRECTOR: DENIS AFANASYEV                     Mgmt          For

4B     ELECTION OF DIRECTOR: SERGEI AZATYAN                      Mgmt          Abstain

4C     ELECTION OF DIRECTOR: VLADIMIR BONDARIK                   Mgmt          Abstain

4D     ELECTION OF DIRECTOR: YURI BULATOV                        Mgmt          For

4E     ELECTION OF DIRECTOR: PAVEL GRACHEV                       Mgmt          Abstain

4F     ELECTION OF DIRECTOR: ANTON ZLATOPOLSKY                   Mgmt          For

4G     ELECTION OF DIRECTOR: ANTON INSHUTIN                      Mgmt          Abstain

4H     ELECTION OF DIRECTOR: ANTON KOLPAKOV                      Mgmt          For

4I     ELECTION OF DIRECTOR: YURI KUDIMOV                        Mgmt          For

4J     ELECTION OF DIRECTOR: SERGEI KUZNETSOV                    Mgmt          Abstain

4K     ELECTION OF DIRECTOR: PAVEL KUZMIN                        Mgmt          For

4L     ELECTION OF DIRECTOR: DENIS KULIKOV                       Mgmt          Abstain

4M     ELECTION OF DIRECTOR: DMITRY LEVKOVSKY                    Mgmt          For

4N     ELECTION OF DIRECTOR: MIKHAIL LESHCHENKO                  Mgmt          For

4O     ELECTION OF DIRECTOR: ANATOLY MILYUKOV                    Mgmt          For

4P     ELECTION OF DIRECTOR: ANDREY MOROZOV                      Mgmt          Abstain

4Q     ELECTION OF DIRECTOR: ALEXANDER PERTSOVSKY                Mgmt          Abstain

4R     ELECTION OF DIRECTOR: ALEXANDER PROVOTOROV                Mgmt          Abstain

4S     ELECTION OF DIRECTOR: IVAN RODIONOV                       Mgmt          Abstain

4T     ELECTION OF DIRECTOR: VLADIMIR RUMYANTSEV                 Mgmt          Abstain

4U     ELECTION OF DIRECTOR: VICTOR SAVCHENKO                    Mgmt          For

4V     ELECTION OF DIRECTOR: VADIM SEMENOV                       Mgmt          Abstain

4W     ELECTION OF DIRECTOR: ANATOLY TIKHONOV                    Mgmt          Abstain

4X     ELECTION OF DIRECTOR: EVGENY YURCHENKO                    Mgmt          For

5A     ELECTION OF THE AUDIT COMMISSION OF THE COMPANY: OLEG     Mgmt          For                            Against
       ASHURKOV

5B     ELECTION OF THE AUDIT COMMISSION OF THE COMPANY:          Mgmt          For                            Against
       SERGEI BOLTENKOV

5C     ELECTION OF THE AUDIT COMMISSION OF THE COMPANY:          Mgmt          For                            Against
       SVETLANA BOCHAROVA

5D     ELECTION OF THE AUDIT COMMISSION OF THE COMPANY:          Mgmt          Abstain                        For
       VALENTINA VEREMYANINA

5E     ELECTION OF THE AUDIT COMMISSION OF THE COMPANY:          Mgmt          Abstain                        For
       BOGDAN GOLUBITSKY

5F     ELECTION OF THE AUDIT COMMISSION OF THE COMPANY: IRINA    Mgmt          For                            Against
       ZELENTSOVA

5G     ELECTION OF THE AUDIT COMMISSION OF THE COMPANY: OLGA     Mgmt          Abstain                        For
       KOROLEVA

5H     ELECTION OF THE AUDIT COMMISSION OF THE COMPANY:          Mgmt          For                            Against
       ANDREY KUROCHKIN

5I     ELECTION OF THE AUDIT COMMISSION OF THE COMPANY:          Mgmt          For                            Against
       VYACHESLAV ULUPOV

5J     ELECTION OF THE AUDIT COMMISSION OF THE COMPANY:          Mgmt          Abstain                        For
       ALEXANDER SHEVCHYUK

06     APPROVAL OF THE COMPANY'S AUDITOR.                        Mgmt          For                            Against

07     APPROVAL OF THE RESTATED CHARTER OF THE COMPANY.          Mgmt          For                            Against

08     APPROVAL OF THE RESTATED REGULATIONS ON THE BOARD OF      Mgmt          For                            Against
       DIRECTORS OF THE COMPANY.

09     APPROVAL OF THE RESTATED REGULATIONS ON THE AUDIT         Mgmt          For                            Against
       COMMISSION OF THE COMPANY.

10     REMUNERATION FOR MEMBERS OF THE BOARD OF DIRECTORS FOR    Mgmt          For                            Against
       THE DUTIES AS MEMBERS OF THE COMPANY'S BOARD OF
       DIRECTORS, WHO ARE NOT PUBLIC OFFICIALS, IN THE AMOUNT
       SPECIFIED BY INTERNAL DOCUMENTS OF THE COMPANY.




--------------------------------------------------------------------------------------------------------------------------
 RUSGREYN HOLDING JSC, MOSCOW                                                                Agenda Number:  703359124
--------------------------------------------------------------------------------------------------------------------------
    Security:  X74365101                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  21-Oct-2011
        ISIN:  RU000A0JPNP4
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      Approval of a transaction with the interested party -     Mgmt          For                            For
       guarantee contract with OJSC Sberbank of Russia

2      Approval of a transaction with the interested party -     Mgmt          For                            For
       guarantee contract with OJSC Sberbank of Russia

3      Determination of the person, authorised to sign           Mgmt          For                            For
       relevant guarantee agreements with OJSC Sberbank of
       Russia on the Company's behalf




--------------------------------------------------------------------------------------------------------------------------
 RUSGREYN HOLDING JSC, MOSCOW                                                                Agenda Number:  703602929
--------------------------------------------------------------------------------------------------------------------------
    Security:  X74365101                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  01-Mar-2012
        ISIN:  RU000A0JPNP4
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      On granting by JSC "The Savings Bank of Russia"           Mgmt          For                            For
       guarantee to JSC "Rusgrejn Holding" in volume of
       obligations equal with the borrower (Open Company
       "Russian Field") as maintenance of execution of
       obligations of the borrower for all sum of the credit
       and percent on the contract on opening of the
       non-renewable demand line of credit with a limit in
       the sum 70,000,000 (Seventy millions) Roubles for no
       more than 1 year, to asked Open Company "Russian
       Field" JSC "Savings Bank of Russia" under the interest
       rate of bank and on other conditions of bank

2      On granting by JSC"The Savings Bank of Russia"            Mgmt          For                            For
       guarantee JSC "Rusgrejn Holding" in volume of
       obligations equal with the borrower (Open Company
       "Agrofirm" the Small Earth ") as maintenance of
       execution of obligations of the borrower for all sum
       of the credit and percent on the contract on opening
       of the non-renewable demand line of credit with a
       limit in the sum 75,000,000 (Seventy five millions)
       Roubles for no more than 1 year, to asked Open
       Company" Agrofirm "the Small Earth" in JSC "The
       Savings Bank of Russia" under the interest rate of
       bank and on other conditions of bank

3      On definition of the proxy person on signing of           Mgmt          For                            For
       contracts of guarantees

CMMT   PLEASE NOTE THAT THIS IS NOW AN INFORMATION ONLY          Non-Voting
       MEETING. THANK YOU.

CMMT   PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF     Non-Voting
       ADDITIONAL COMMENT. IF YOU HAVE ALREADY SENT IN YOUR
       VOTES, PLEASE DO NOT RETURN THIS PROXY FORM UNLESS YOU
       DECIDE TO AMEND YOUR ORIGINAL INSTRUCTIONS. THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 RUSGREYN HOLDING JSC, MOSCOW                                                                Agenda Number:  703933867
--------------------------------------------------------------------------------------------------------------------------
    Security:  X74365101                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  29-Jun-2012
        ISIN:  RU000A0JPNP4
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


CMMT   PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID       Non-Voting
       991433 DUE TO RECEIPT OF A UDIT COMMISSION NAMES. ALL
       VOTES RECEIVED ON THE PREVIOUS MEETING WILL BE DISR
       EGARDED AND YOU WILL NEED TO REINSTRUCT ON THIS
       MEETING NOTICE. THANK YOU.

1      Early termination of powers of Counting board of the      Mgmt          For                            For
       Company

2      Election of Counting board of the Company (statement      Mgmt          For                            For
       of its quantitative and p ersonal structure)

3      The approval of the annual report of the Company for      Mgmt          For                            For
       2011

4      The approval of the annual accounting reporting of the    Mgmt          For                            For
       Company, including repo rts on profits and on the
       Company losses by results of financial 2011

5      Distribution of profit and the Company losses             Mgmt          For                            For
       (including about dividends for 2 011) by results of
       financial 2011

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE EL ECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING.  PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CON TACT YOUR
       CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY
       QUESTIONS.

6.1    Election of board member of the Company: Akimochkin MM    Mgmt          For                            For

6.2    Election of board member of the Company: Verhoturov AV    Mgmt          For                            For

6.3    Election of board member of the Company: Zhiznenko OM     Mgmt          For                            For

6.4    Election of board member of the Company: Louvrier         Mgmt          For                            For
       Pierre Michelle

6.5    Election of board member of the Company: Tirishkin IA     Mgmt          For                            For

7.1    Election of member of Audit commission of the Company:    Mgmt          For                            For
       Gulyaev

7.2    Election of member of Audit commission of the Company:    Mgmt          For                            For
       Egorova

7.3    Election of member of Audit commission of the Company:    Mgmt          For                            For
       Minakov

8      Approval of the auditor of the Company                    Mgmt          For                            For




--------------------------------------------------------------------------------------------------------------------------
 SBERBANK OF RUSSIA                                                                          Agenda Number:  933627979
--------------------------------------------------------------------------------------------------------------------------
    Security:  80585Y308                                                             Meeting Type:  Consent
      Ticker:  SBRCY                                                                 Meeting Date:  01-Jun-2012
        ISIN:  US80585Y3080
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


01     APPROVE THE ANNUAL REPORT FOR 2011.                       Mgmt          For

02     APPROVE THE ANNUAL REPORT FOR 2011, INCLUDING:            Mgmt          For
       ACCOUNTING BALANCE, PROFIT AND LOSS STATEMENT
       (DISCLOSURE FORMS).

03     APPROVE DISTRIBUTION OF PROFITS FOR 2011: PAY             Mgmt          For
       DIVIDENDS FOR ORDINARY SHARES IN THE AMOUNT OF RUB
       2.08 PER ONE SHARE, AND FOR PREFERRED SHARES IN THE
       AMOUNT OF RUB 2.59 PER ONE SHARE.

04     APPROVE CJSC ERNST & YOUNG VNESHAUDIT AS THE AUDITOR      Mgmt          For
       FOR 2012 AND THE 1ST QUARTER OF 2013.

5A     ELECTION OF DIRECTOR: GREF HERMAN OSKAROVICH              Mgmt          For

5B     ELECTION OF DIRECTOR: GURIEV SERGEI MARATOVICH            Mgmt          For

5C     ELECTION OF DIRECTOR: DANILOV-DANILYAN ANTON              Mgmt          For
       VIKTOROVICH

5D     ELECTION OF DIRECTOR: DMITRIEV MIKHAIL EGONOVICH          Mgmt          No vote

5E     ELECTION OF DIRECTOR: ZLATKIS BELLA ILYINICHNA            Mgmt          For

5F     ELECTION OF DIRECTOR: IVANOVA NADEZHDA YURIEVNA           Mgmt          For

5G     ELECTION OF DIRECTOR: IGNATIEV SERGEI MIKHAILOVICH        Mgmt          No vote

5H     ELECTION OF DIRECTOR: LUNTOVSKY GEORGY IVANOVICH          Mgmt          For

5I     ELECTION OF DIRECTOR: MATOVNIKOV MIKHAIL YURIEVICH        Mgmt          For

5J     ELECTION OF DIRECTOR: MAU VLADIMIR ALEKSANDROVICH         Mgmt          For

5K     ELECTION OF DIRECTOR: PROFUMO ALESSANDRO                  Mgmt          For

5L     ELECTION OF DIRECTOR: SAVATYUGIN ALEXEI LVOVICH           Mgmt          For

5M     ELECTION OF DIRECTOR: SIMONYAN RAYR RAYROVICH             Mgmt          For

5N     ELECTION OF DIRECTOR: SINELNIKOV-MURYLEV SERGEI           Mgmt          For
       GERMANOVICH

5O     ELECTION OF DIRECTOR: TKACHENKO VALERY VIKTOROVICH        Mgmt          For

5P     ELECTION OF DIRECTOR: TULIN DMITRY VLADISLAVOVICH         Mgmt          For

5Q     ELECTION OF DIRECTOR: ULYUKAEV ALEXEI VALENTINOVICH       Mgmt          For

5R     ELECTION OF DIRECTOR: FREEMAN RONALD                      Mgmt          For

5S     ELECTION OF DIRECTOR: SHVETSOV SERGEI ANATOLIEVICH        Mgmt          For

6A     ELECT THE MEMBER OF THE AUDITING COMMITTEE: BORODINA      Mgmt          For
       NATALIA PETROVNA

6B     ELECT THE MEMBER OF THE AUDITING COMMITTEE: VOLKOV        Mgmt          For
       VLADIMIR MIKHAILOVICH

6C     ELECT THE MEMBER OF THE AUDITING COMMITTEE: DOLZHNIKOV    Mgmt          For
       MAXIM LEONIDOVICH

6D     ELECT THE MEMBER OF THE AUDITING COMMITTEE: ISAKHANOVA    Mgmt          For
       YULIYA YURIEVNA

6E     ELECT THE MEMBER OF THE AUDITING COMMITTEE: KREMLEVA      Mgmt          For
       IRINA VLADIMIROVNA

6F     ELECT THE MEMBER OF THE AUDITING COMMITTEE: MINENKO       Mgmt          For
       ALEXEI YEVGENIEVICH

6G     ELECT THE MEMBER OF THE AUDITING COMMITTEE: POLYAKOVA     Mgmt          For
       OLGA VASILIEVNA

07     PAY REMUNERATION TO THE MEMBERS OF THE SUPERVISORY        Mgmt          For
       BOARD OF SBERBANK OF RUSSIA OJSC, EXCEPT ALESSANDRO
       PROFUMO; PAY REMUNERATION TO THE MEMBER OF THE
       SUPERVISORY BOARD OF SBERBANK OF RUSSIA OJSC
       ALESSANDRO PROFUMO; PAY REMUNERATION TO THE CHAIRMAN
       OF THE AUDITING COMMISSION OF SBERBANK OF RUSSIA OJSC,
       AND TO THE MEMBERS OF THE AUDITING COMMISSION, SUBJECT
       TO THEIR CONSENT IN ACCORDANCE WITH THE LAWS OF THE
       RUSSIAN FEDERATION, ALL AS MORE FULLY DESCRIBED IN THE
       PROXY STATEMENT.

08     APPROVE THE NEW VERSION OF THE BANK'S CHARTER. COMMIT     Mgmt          For
       THE PRESIDENT AND THE CHAIRMAN OF THE BANK'S EXECUTIVE
       BOARD TO SIGN THE DOCUMENTS REQUIRED FOR THE STATE
       REGISTRATION OF THE NEW VERSION OF THE BANK'S CHARTER.




--------------------------------------------------------------------------------------------------------------------------
 SEVERSTAL CHEREPOVETS METAL FACTORY JSC, CHEREPOVE                                          Agenda Number:  703897388
--------------------------------------------------------------------------------------------------------------------------
    Security:  818150302                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  28-Jun-2012
        ISIN:  US8181503025
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE ELECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING. PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CONTACT YOUR CLIENT
       SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.

1.1    Approve the election of the Board of Director of OAO      Mgmt          For                            For
       Severstal: Alexey Alexandrovich Mordashov

1.2    Approve the election of the Board of Director of OAO      Mgmt          For                            For
       Severstal: Mikhail Vyacheslavovich Noskov

1.3    Approve the election of the Board of Director of OAO      Mgmt          For                            For
       Severstal: Sergei Alexandrovich Kuznetsov

1.4    Approve the election of the Board of Director of OAO      Mgmt          For                            For
       Severstal: Alexey Gennadievich Kulichenko

1.5    Approve the election of the Board of Director of OAO      Mgmt          For                            For
       Severstal: Alexander Dmitrievich Grubman

1.6    Approve the election of the Board of Director of OAO      Mgmt          For                            For
       Severstal: Christopher Richard Nigel Clark

1.7    Approve the election of the Board of Director of OAO      Mgmt          For                            For
       Severstal: Ronald Michael Freeman

1.8    Approve the election of the Board of Director of OAO      Mgmt          For                            For
       Severstal: Peter Kraljic

1.9    Approve the election of the Board of Director of OAO      Mgmt          For                            For
       Severstal: Martin David Angle

1.10   Approve the election of the Board of Director of OAO      Mgmt          For                            For
       Severstal: Rolf Wilhelm Heinrich Stomberg

2      Approve the Company's Annual Report, Annual Accounting    Mgmt          For                            For
       Statements including Profit and Loss Account for 2011
       results

3      Allocate the Company's profit based on 2011 financial     Mgmt          For                            For
       year results. Pay (announce) dividends for 2011
       results in the amount of 3 rubles 56 kopecks per one
       ordinary registered share. Form of the dividend
       payment: bank transfer. Dividend payment procedure:
       the dividends shall be remitted to shareholders by
       means of bank transfer into their bank accounts.
       Profit based on 2011 results not earmarked for the
       payment of dividends for 2011 results shall not be
       allocated

4      Pay (announce) dividends for the first quarter 2012       Mgmt          For                            For
       results in the amount of 4 rubles 07 kopecks per one
       ordinary registered share. Form of the dividend
       payment: bank transfer. Dividend payment procedure:
       the dividends shall be remitted to shareholders by
       means of bank transfer into their bank accounts

5.1    Elect the Internal Audit Commission of OAO Severstal:     Mgmt          For                            For
       Roman Ivanovich Antonov

5.2    Elect the Internal Audit Commission of OAO Severstal:     Mgmt          For                            For
       Svetlana Viktorovna Guseva

5.3    Elect the Internal Audit Commission of OAO Severstal:     Mgmt          For                            For
       Nikholay Viktorovich Lavrov

6      Approve ZAO KPMG as OAO Severstal Auditor (INN            Mgmt          For                            For
       7702019950. The Principal Registration Number of the
       Entry in the State Register of Auditors and Audit
       Organisations: 10301000804)

7      Approve an execution in the future of an interested       Mgmt          For                            For
       party transaction (several interrelated transactions)
       in the normal course of business with OAO Sberbank of
       Russia (Bank) on placing temporary free cash on
       deposit (deposits) in the currency of the Russian
       Federation and foreign currency within the total
       amount of up to 25 (twenty five) billion Rubles (or an
       equivalent amount in other currencies) of cash
       deposited on a nonrecurring basis




--------------------------------------------------------------------------------------------------------------------------
 SEVERSTAL CHEREPOVETS METAL FACTORY JSC, CHEREPOVETS                                        Agenda Number:  703641248
--------------------------------------------------------------------------------------------------------------------------
    Security:  818150302                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  10-Apr-2012
        ISIN:  US8181503025
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      Reduce OAO Severstal (hereafter 'Company') share          Mgmt          For                            For
       capital by means of buy back (cancellation) the number
       of the Company's issued shares to decrease their total
       quantity at the following terms and conditions: 1)
       Category (type) of shares - ordinary nominal
       non-documentary shares of the Company (hereafter
       'shares'); 2) Quantity of shares - up to 170,000,000
       (one hundred seventy million); 3) Buy-back purchase
       price - 390 rubles per a share; 4) Time limits for the
       buy-back of shares: receipt of requests on the
       buy-back of shares from the Company's shareholders -
       from May 21, 2012 up to June 19, 2012 inclusively;
       examination of received requests from the Company's
       shareholders, determination of the quantity of shares
       to be bought out from each shareholder (including the




--------------------------------------------------------------------------------------------------------------------------
 SEVERSTAL JT STK CO                                                                         Agenda Number:  703321822
--------------------------------------------------------------------------------------------------------------------------
    Security:  818150302                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  30-Sep-2011
        ISIN:  US8181503025
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      Pay (announce) dividends for half year 2011 results in    Mgmt          For                            For
       the amount of 4 rubles 37 kopecks per one ordinary
       registered share. Form of the dividend payment:   bank
       transfer. Dividend payment procedure: the dividends
       shall be remitted to shareholders by means of bank
       transfer into their bank accounts




--------------------------------------------------------------------------------------------------------------------------
 SEVERSTAL JT STK CO                                                                         Agenda Number:  703495932
--------------------------------------------------------------------------------------------------------------------------
    Security:  818150302                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  30-Dec-2011
        ISIN:  US8181503025
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      Pay (announce) dividends for 9 months 2011 results in     Mgmt          For                            For
       the amount of 3 rubles  36 kopecks per one ordinary
       registered share. Form of the dividend payment:   bank
       transfer. Dividend payment procedure: the dividends
       shall be remitted to shareholders by means of bank
       transfer into their bank accounts

2      Approve the Charter of OAO Severstal in the new           Mgmt          For                            For
       edition




--------------------------------------------------------------------------------------------------------------------------
 SURGUTNEFTEGAS OJSC, SURGUT                                                                 Agenda Number:  703834817
--------------------------------------------------------------------------------------------------------------------------
    Security:  X8799U113                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  29-Jun-2012
        ISIN:  RU0009029524
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


CMMT   PLEASE NOTE THAT THESE SHARES HAVE NO VOTING RIGHTS,      Non-Voting
       SHOULD YOU WISH TO ATTEND THE MEETING PERSONALLY, YOU
       MAY APPLY FOR AN ENTRANCE CARD BY CONTACTING YOUR
       CLIENT REPRESENTATIVE. THANK YOU.

1      Approval of the annual report as of FY 2011               Non-Voting

2      Approval of the annual accounting report, profit and      Non-Voting
       losses report as of FY 2011

3      Approval of the distribution of profit and losses,        Non-Voting
       dividend payments as of FY 2011 at RUB 0.60 per
       ordinary share and 2.15 per preferred share

4      Election of the board of directors: 1. Ananev Sergei,     Non-Voting
       2. Bogdanov Vladimir, 3.  Bulanov Aleksandr, 4.
       Gorbunov Igor, 5. Egorov Oleg, 6. Erohin Vladimir, 7.
       K linovskaya Taisiya, 8. Matveev Nikolai, 9. Rezyapov
       Alexandr, 10. Shashkov Vla dimir

5      Election of the audit commission: 1.Komarova              Non-Voting
       Valentina, 2. Oleinik Tamara, and  3. Pozdnyakova Vera

6      Approval of the auditor                                   Non-Voting

7      Approval of interested party transactions which can be    Non-Voting
       concluded in the future in the process of business
       activity

8      Introduction of amendments intoprovision of the audit     Non-Voting
       commission

CMMT   PLEASE NOTE THAT THIS IS A REVISION DUE TO RECEIPT OF     Non-Voting
       DIRECTORS AND AUDITORS N AMES. IF YOU HAVE ALREADY
       SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS PROXY
       FORM UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
       INSTRUCTIONS. THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 SYNERGY OJSC, MOSCOW                                                                        Agenda Number:  703801591
--------------------------------------------------------------------------------------------------------------------------
    Security:  X7844S107                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  29-May-2012
        ISIN:  RU000A0HL5M1
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


CMMT   PLEASE NOTE THAT THIS IS AN AMENDMENT TO MEETING ID       Non-Voting
       971528 DUE TO RECEIPT OF L IST OF CANDIDATES FOR
       DIRECTORS AND AUDIT COMMISSION. ALL VOTES RECEIVED ON
       TH E PREVIOUS MEETING WILL BE DISREGARDED AND YOU WILL
       NEED TO REINSTRUCT ON THIS  MEETING NOTICE. THANK YOU.

1      On approval of the Annual report of the Company           Mgmt          For                            For

2      On approval of the annual accounting reporting of the     Mgmt          For                            For
       Company, including the S ociety profit and loss report
       for 2011

3      Profit distribution (including payment of dividends)      Mgmt          For                            For
       by results of 2011 fiscal  years

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE EL ECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING.  PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CON TACT YOUR
       CLIENT SERVICE REPRESENTATIVE IF YOU HAVE ANY
       QUESTIONS.

4.1    Election of board members of the Company: Mechetin A.A    Mgmt          For                            For

4.2    Election of board members of the Company: Molchanov S.    Mgmt          For                            For
       V

4.3    Election of board members of the Company: Belokopytov     Mgmt          For                            For
       N. V

4.4    Election of board members of the Company: Kuptsov S.A     Mgmt          For                            For

4.5    Election of board members of the Company: Malashenko      Mgmt          For                            For
       N. G

4.6    Election of board members of the Company: Gomzyakov       Mgmt          For                            For
       A.A

4.7    Election of board members of the Company  Aleevskiy       Mgmt          For                            For
       D.A

4.8    Election of board members of the Company: Timoshin D.     Mgmt          For                            For
       A

4.9    Election of board members of the Company: Vasilenko G.    Mgmt          For                            For
       V

5.1    Election of members of Revision commission of the         Mgmt          For                            For
       Company: Dmitriev I.A

5.2    Election of members of Revision commission of the         Mgmt          For                            For
       Company: Sorokin N. N

5.3    Election of members of Revision commission of the         Mgmt          For                            For
       Company: Anokhov A.S

5.4    Election of members of Revision commission of the         Mgmt          For                            For
       Company: Ivanov A.M

6      On approval of the Auditor of the Company                 Mgmt          For                            For

CMMT   PLEASE NOTE THAT THIS IS A REVISION DUE TO                Non-Voting
       MODIFICATION IN TEXT OF RESOLUTION 5. IF YOU HAVE
       ALREADY SENT IN YOUR VOTES, PLEASE DO NOT RETURN THIS
       PROXY FOR M UNLESS YOU DECIDE TO AMEND YOUR ORIGINAL
       INSTRUCTIONS. THANK YOU.




--------------------------------------------------------------------------------------------------------------------------
 TMK OAO                                                                                     Agenda Number:  703368692
--------------------------------------------------------------------------------------------------------------------------
    Security:  87260R201                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  07-Nov-2011
        ISIN:  US87260R2013
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      To approve the distribution of the profit for 6 (six)     Mgmt          For                            For
       months 2011 financial   year. Not later than 30
       December 2011 to pay to the shareholders of the
       Company interim dividends for 6 (six) months 2011
       financial year in the       amount of 93 Kopeks per
       one ordinary share of the Company of par value 10
       Rubles, totaling 871,955,067 Rubles 42 Kopeks. The
       outstanding after the      payment of the dividends
       amount is not distributable and remains in the
       possession of the Company




--------------------------------------------------------------------------------------------------------------------------
 TNK-BP HOLDING, MOSCOW                                                                      Agenda Number:  703308381
--------------------------------------------------------------------------------------------------------------------------
    Security:  X91025100                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  30-Sep-2011
        ISIN:  RU000A0HGPM9
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      Approval of the interim dividends for the first half      Mgmt          For                            For
       of FY 2011 at RUB 3.41   per ordinary and at RUB 3.41
       per preferred share




--------------------------------------------------------------------------------------------------------------------------
 TNK-BP HOLDING, MOSCOW                                                                      Agenda Number:  703837128
--------------------------------------------------------------------------------------------------------------------------
    Security:  X91025100                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  28-Jun-2012
        ISIN:  RU000A0HGPM9
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      About the approval of the annual report of JSC TNK-BP     Mgmt          For                            For
       Holding for 2011

2      About the approval of the annual accounting reporting,    Mgmt          For                            For
       including JSC TNK-BP Holding profit and loss report
       for 2011

3      About distribution of profit and losses JSC TNK-BP        Mgmt          For                            For
       Holding, including payment (announcement) of dividends
       by results of 2011

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE ELECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING. PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CONTACT YOUR CLIENT
       SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.

4.1    About election of board member JSC TNK-BP Holding:        Mgmt          For                            For
       Akimenko AD

4.2    About election of board member JSC TNK-BP Holding:        Mgmt          For                            For
       Bodon J

4.3    About election of board member JSC TNK-BP Holding:        Mgmt          For                            For
       Breim D

4.4    About election of board member JSC TNK-BP Holding:        Mgmt          For                            For
       Nazariyan PV

4.5    About election of board member JSC TNK-BP Holding:        Mgmt          For                            For
       Rene Robin

4.6    About election of board member JSC TNK-BP Holding:        Mgmt          For                            For
       Skidmor DB

4.7    About election of board member JSC TNK-BP Holding:        Mgmt          For                            For
       Cheremikin IV

4.8    About Election Of Board Member JSC TNK-BP Holding:        Mgmt          For                            For
       Cherou PA

4.9    About election of board member JSC TNK-BP Holding:        Mgmt          For                            For
       Shumilin DV

5      About election of members of Audit commission JSC         Mgmt          For                            For
       TNK-BP Holding

6      About approval of the auditor of JSC TNK-BP Holding       Mgmt          For                            For

7      About approval of the size and compensation payment to    Mgmt          For                            For
       board members JSC TNK-BP Holding in execution the of
       duties of board members by them JSC TNK-BP Holding,
       and also about establishment of the size and payment
       of compensations connected with execution by them of
       functions of board members of JSC TNK-BP Holding

8      About approval of transactions with interest              Mgmt          For                            For




--------------------------------------------------------------------------------------------------------------------------
 UNIMILK COMPANY JSC, MOSCOW                                                                 Agenda Number:  703341622
--------------------------------------------------------------------------------------------------------------------------
    Security:  X9427B105                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  24-Oct-2011
        ISIN:  RU000A0JPRR1
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      Approval of the order of the meeting                      Mgmt          For                            For

2      Approval of transaction with an interest                  Mgmt          For                            For




--------------------------------------------------------------------------------------------------------------------------
 UNIMILK COMPANY JSC, MOSCOW                                                                 Agenda Number:  703923727
--------------------------------------------------------------------------------------------------------------------------
    Security:  X9427B105                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  28-Jun-2012
        ISIN:  RU000A0JPRR1
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      Approval of the order of the meeting                      Mgmt          For                            For

2      Determination of the number of members of the board of    Mgmt          For                            For
       directors

3      Election of the board of directors                        Mgmt          For                            For

4      Election of the audit commission                          Mgmt          For                            For

5      Approval of the auditor                                   Mgmt          For                            For

6      Approval of the annual report as of FY 2011, the          Mgmt          For                            For
       annual accounting report, profit and losses report as
       of FY 2011, profit and loss distribution and
       non-payment of dividends as of FY 2011

7      Termination of the participation Unimilk Company in       Mgmt          For                            For
       the Russian Milk Companies Union

8      Termination of the participation Unimilk Company in       Mgmt          For                            For
       Uncommercial Organization - the Union of Participants
       of Consumers' Market

9      Termination of the participation Unimilk Company in       Mgmt          For                            For
       Uncommercial Organization - the Rusbrand

10     Approval of the entry into the uncommercial               Mgmt          For                            For
       organization - the Russian Union of Producers of
       Juices

11     Approval of transaction with an interest                  Mgmt          For                            For




--------------------------------------------------------------------------------------------------------------------------
 URALKALI JSC                                                                                Agenda Number:  703666656
--------------------------------------------------------------------------------------------------------------------------
    Security:  91688E206                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  16-Apr-2012
        ISIN:  US91688E2063
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      Approve reorganization via acquisition and merger         Mgmt          For                            For
       agreements with Zao         investment company
       Silvinit-Resurs, Zao Kama, Oao Kamskaya Gornaya
       Kompaniya

2      Approve reduction in share capital                        Mgmt          For                            For

3      Approve related-party transaction re: loan agreement      Mgmt          For                            For
       with Oao Sberbank Rossii

4      Approve related-party transaction re: guarantee loan      Mgmt          For                            For
       agreement with Oao       Sberbank Rossii

5      Approve related-party transaction re: cross currency      Mgmt          For                            For
       interest rate swap with  Oao Sberbank Rossii

6      Amend regulations on audit commission                     Mgmt          For                            For

7      Approve regulation on remuneration of directors           Mgmt          For                            For




--------------------------------------------------------------------------------------------------------------------------
 URALKALIY OJSC, BEREZNIKI                                                                   Agenda Number:  703439201
--------------------------------------------------------------------------------------------------------------------------
    Security:  91688E206                                                             Meeting Type:  EGM
      Ticker:                                                                        Meeting Date:  08-Dec-2011
        ISIN:  US91688E2063
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      To approve the distribution of 12,378,066.3 thousand      Mgmt          For                            For
       rubles from the          undistributed profits of past
       periods as follows: to pay dividends in the     amount
       of 4.00 rubles per each ordinary share of OJSC
       "Uralkali"

2      To approve the amendments to the Charter of OJSC          Mgmt          For                            For
       "Uralkali" by ratifying the  new edition of the
       Charter of the Open Joint Stock Company "Uralkali"

3.1    To establish the price of services under the agreement    Mgmt          For                            For
       for liability          insurance of the directors and
       officers of the Company due to the public
       offering of securities, with the total limit of
       liability being 100,000,000   (one hundred million) US
       dollars, as 450,000 (four hundred and fifty
       thousand) US dollars

3.2    To establish the price of services under the insurance    Mgmt          For                            For
       agreement - a          corporate guard directors and
       officers liability insurance-with the total     limit
       of liability being 100,000,000 (one hundred million)
       US dollars - as    250,000 (two hundred and fifty
       thousand) US dollars

4.1    To approve the interested-party transaction-agreement     Mgmt          For                            For
       for liability insurance of directors and officers due
       to the public offering of securities between    OJSC
       "Uralkali" (Policy Holder) and CJSC "Chartis"
       (Insurer) for the term     from 21 June 2011 until 21
       July 2017, with the total limit of liability being
       100,000,000 (one hundred million) US dollars and with
       the payment of an       insurance premium in the
       amount of 450,000 (four hundred and fifty thousand)
       US dollars, whose subject matter is property and
       liability insurance of the   directors and officers of
       OJSC "Uralkali" and its subsidiaries (Beneficiaries
       under this transaction), namely: individuals
       (including non-residents of the  Russian Federation)
       elected or appointed as past, present or future

CONT   CONTD subsidiaries, the sole executive body, members      Non-Voting
       of the Management Board, members of the Board of
       Directors, Supervisory Board or Advisory Board of
       OJSC "Uralkali" or any of its subsidiaries, as well as
       past, present or       future Chief Legal Counsels,
       Financial Directors, Chief Accountants,
       Corporate Secretaries, Secretaries of the Board of
       Directors and Heads of the Risk Management Department
       (or analogous posts) of OJSC "Uralkali" or its
       subsidiaries and other individuals holding posts in
       OJSC "Uralkali" or its    subsidiaries whose duties
       and area of competence are analogous to the
       posts/job titles indicated above or any analogous
       posts in compliance with    foreign legislation, and
       other individuals named as potential directors or

CONT   CONTD to Trading on the London Stock Exchange of          Non-Voting
       Global Depository Receipts,  including the financial
       information and the appendices included therein
       (hereinafter the Prospectus), connected with losses
       incurred due to failure   of the indicated directors
       and officer to perform their official duties
       including the costs of representation (legal defense),
       amounts of awarded     damages, amounts of settlements
       and losses, for which the insured are liable  under
       the law, incurred due to claims against the
       Prospectus, costs of        investigations and any
       other payments made by the insured under any
       extensions allowing for insurance coverage under the
       present agreement for    liability insurance of
       directors and officers due to the public offering of

4.2    To approve the interested-party transaction-the           Mgmt          For                            For
       insurance agreement - a       corporate guard
       directors and officers liability insurance-concluded
       by OJSC  "Uralkali" (Policy Holder) and CJSC "Chartis"
       (Insurer") for the period from  25 July 2011 until 24
       July 2012 with the total limit of liability being
       100,000,000 (one hundred million) US dollars and with
       the payment of an       insurance premium in the
       amount of 250,000 (two hundred and fifty thousand)
       US dollars and an additional limit of 5,000,000 (five
       million) US dollars for non-executive directors
       without payment of additional insurance premiums
       whose subject matter is property and liability
       insurance of directors and     officers of OJSC
       "Uralkali" and its subsidiaries (Beneficiaries under

CONT   CONTD elected or appointed as past, present or future     Non-Voting
       directors, officers,    administrators or managers of
       OJSC "Uralkali" and its subsidiaries, the sole
       executive body, members of the Management Board,
       members of the Board of      Directors, Supervisory
       Board or Advisory Board of OJSC "Uralkali" or any of
       its subsidiaries as well as past, present or future
       Chief Legal Counsels,     Financial Directors, Chief
       Accountants, Corporate Secretaries, Secretaries of the
       Board of Directors and Heads of the Risk Management
       Department (or        analogous posts) of OJSC
       "Uralkali" or its subsidiaries and other individuals
       holding posts in OJSC "Uralkali" or its subsidiaries
       whose duties and area of competence are analogous to
       the posts/job titles indicated above or any

CONT   CONTD losses due to the failure to perform their          Non-Voting
       official duties by the       indicated directors and
       officers, including costs of representation (legal
       defense), costs of investigations, amounts of awarded
       damages or payments     under out-ofcourt settlements,
       for which the insured are liable under the     law, as
       the result of claims against the insured in relation
       to any wrongful  act




--------------------------------------------------------------------------------------------------------------------------
 URALKALIY OJSC, BEREZNIKI                                                                   Agenda Number:  703827432
--------------------------------------------------------------------------------------------------------------------------
    Security:  91688E206                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  07-Jun-2012
        ISIN:  US91688E2063
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      To approve the Procedure of the Annual General Meeting    Mgmt          For                            For
       of Shareholders of OJSC "Uralkali"

2      To approve the annual report of OJSC "Uralkali" for       Mgmt          For                            For
       the year 2011

3      To approve the annual financial statements of OJSC        Mgmt          For                            For
       "Uralkali" for the year 2011

4      To approve the distribution of profits of OJSC            Mgmt          For                            For
       "Uralkali" based on the results of the year 2011 as
       follows: 1. To pay dividends based on the results of
       the year 2011 in the amount of 4 rubles per each
       ordinary share of OJSC "Uralkali"; 2. To pay
       remuneration to the members of the Revision Commission
       in the amount of 287.4 thousand rubles

5.1    To elect the following individual to the Revision         Mgmt          For                            For
       Commission of OJSC "Uralkali": Olga Vyatkina

5.2    To elect the following individual to the Revision         Mgmt          For                            For
       Commission of OJSC "Uralkali": Lidiya Nikonova

5.3    To elect the following individual to the Revision         Mgmt          For                            For
       Commission of OJSC "Uralkali": Valery Lepekhin

5.4    To elect the following individual to the Revision         Mgmt          For                            For
       Commission of OJSC "Uralkali": Natalya Prokopova

5.5    To elect the following individual to the Revision         Mgmt          For                            For
       Commission of OJSC "Uralkali": Artem Tkachev

6      To approve the Closed Joint Stock Company                 Mgmt          For                            For
       "PricewaterhouseCoopers Audit" as the auditor of the
       financial statements of OJSC "Uralkali" developed in
       compliance with the International Financial Reporting
       Standards (IFRS) for the year 2012

7      To approve the Limited Liability Company Audit Firm       Mgmt          For                            For
       "BAT-Audit" as the auditor of the financial statements
       of OJSC "Uralkali" developed in compliance with the
       Russian Standards of Accounting (RSA) for the year
       2012

8      To approve the new edition of the Charter of OJSC         Mgmt          For                            For
       "Uralkali"

9      To approve the Amendments to the Regulations on           Mgmt          For                            For
       Remuneration and Reimbursement of the Members of the
       Board of Directors of OJSC "Uralkali"

10     To approve the new edition of the Regulations on the      Mgmt          For                            For
       General Meeting of Shareholders of OJSC "Uralkali"

11     On establishment of the price of property which is the    Mgmt          For                            For
       subject matter of the Deeds of Indemnity between OJSC
       "Uralkali" and each of the members of the Board of
       Directors of OJSC "Uralkali"

12     On approval of interconnected transactions - Deeds of     Mgmt          For                            For
       Indemnity between OJSC "Uralkali" and each of the
       members of the Board of Directors of OJSC "Uralkali" -
       as related party transactions

13     On establishment of the price of insurance services -     Mgmt          For                            For
       liability insurance of the directors and officers of
       OJSC "Uralkali"

14     On approval of insurance transactions - liability         Mgmt          For                            For
       insurance of the directors and officers of OJSC
       "Uralkali"-as related party transactions

15.1   To approve the entry into contractor agreements           Mgmt          For                            For
       (including agreements for design and survey works),
       agreements for services on a non-gratis basis,
       agreements to conduct research and design works,
       testing and design and process works between Open
       Joint Stock Company "Uralkali" (Customer) and Open
       Joint Stock Company "Ural Scientific and Research
       Project Institute of Galurgia" (Contractor) as related
       party transactions that may be concluded in the future
       in the course of ordinary business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 1,300 million roubles

15.2   To approve the entry into contractor agreements           Mgmt          For                            For
       (including agreements for design and survey works),
       agreements for services on a non-gratis basis,
       agreements to conduct research and design works,
       testing and design and process works between Open
       Joint Stock Company "Uralkali" (Customer) and the
       Closed Joint Stock Company "VNII Galurgii"
       (Contractor) as related party transactions that may be
       concluded in the future in the ordinary course of
       business of Open Joint Stock Company "Uralkali" and to
       set the maximum value of the aforementioned
       transactions at 550 million roubles

15.3   To approve the entry into contractor agreements and       Mgmt          For                            For
       agreements for the provision of services on a
       non-gratis basis between Open Joint Stock Company
       "Uralkali" (Customer) and Limited Liability Company
       "Stroitelno-Montazhny Trest "Bereznikovskoye
       shakhtostroitelnoye upravleniye" (Contractor) as
       related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 4,700
       million roubles

15.4   To approve the entry into contractor agreements and       Mgmt          For                            For
       agreements for the provision of services on a
       non-gratis basis between Open Joint Stock Company
       "Uralkali" (Customer) and "Solikamsky Stroitelny
       Trest" (Contractor) as related party transactions that
       may be concluded in the future in the ordinary course
       of business of Open Joint Stock Company "Uralkali" and
       to set the maximum value of the aforementioned
       transactions at 2,400 million roubles

15.5   To approve the entry into contractor agreements and       Mgmt          For                            For
       agreements for the provision of services on a
       non-gratis basis between Open Joint Stock Company
       "Uralkali" (Customer) and Closed Joint Stock Company
       "Novaya Nedvizhimost" (Contractor) as related party
       transactions that may be concluded in the future in
       the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 340 million roubles

15.6   To approve the entry into contractor agreements and       Mgmt          For                            For
       agreements for the provision of services on a
       non-gratis basis between Open Joint Stock Company
       "Uralkali" (Customer) and Open Joint Stock Company
       "Baltic Bulker Terminal" (Contractor) as related party
       transactions that may be concluded in the future in
       the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 1,800 million roubles

15.7   To approve the entry into contractor agreements and       Mgmt          For                            For
       agreements for the provision of services on a
       non-gratis basis between Open Joint Stock Company
       "Uralkali" (Customer) and Limited Liability Company
       "Wagon Depot Balakhontsy" (Contractor) as related
       party transactions that may be concluded in the future
       in the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 2,000 million roubles

15.8   To approve the entry into agreements for the provision    Mgmt          For                            For
       of services on a non-gratis basis between Open Joint
       Stock Company "Uralkali" (Customer) and Closed Joint
       Stock Company "Registrator Intraco" (Contractor) as
       related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 8 million
       roubles

15.9   To approve the entry into agreements for the provision    Mgmt          For                            For
       of services on a non-gratis basis between Open Joint
       Stock Company "Uralkali" (Customer) and Closed Joint
       Stock Company "Avtrotranskali" (Contractor) as related
       party transactions that may be concluded in the future
       in the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 1,200 million roubles

15.10  To approve the entry into contractor agreements and       Mgmt          For                            For
       agreements for the provision of services on a
       non-gratis basis between Open Joint Stock Company
       "Uralkali" (Customer) and Limited Liability Company
       "Satellite-Service" (Contractor) as related party
       transactions that may be concluded in the future in
       the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 300 million roubles

15.11  To approve the entry into agreements for the provision    Mgmt          For                            For
       of services on a non-gratis basis between Open Joint
       Stock Company "Uralkali" (Customer) and Limited
       Liability Company "Vodokanal" (Contractor) as related
       party transactions that may be concluded in the future
       in the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 15 million roubles

15.12  To approve the entry into contractor agreements and       Mgmt          For                            For
       agreements for the provision of services on a
       non-gratis basis between Open Joint Stock Company
       "Uralkali" (Customer) and Limited Liability Company
       "Security agency "Sheriff-Berezniki" (Contractor) as
       related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 135
       million roubles

15.13  To approve the entry into contractor agreements and       Mgmt          For                            For
       agreements for the provision of services on a
       non-gratis basis between Open Joint Stock Company
       "Uralkali" (Customer) and Open Joint Stock Company
       "Kopeysky Mashinostroitelny Zavod" (Contractor) as
       related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 35 million
       roubles

15.14  To approve the entry into contractor agreements and       Mgmt          For                            For
       agreements for the provision of services on a
       non-gratis basis between Open Joint Stock Company
       "Uralkali" (Customer) and Limited Liability Company
       "EN-Resource" (Contractor) as related party
       transactions that may be concluded in the future in
       the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 400 million roubles

15.15  To approve the entry into contractor agreements and       Mgmt          For                            For
       agreements for the provision of services on a
       non-gratis basis between Open Joint Stock Company
       "Uralkali" (Customer) and Limited Liability Company
       "Centre of Automation and Measurements" (Contractor)
       as related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 295
       million roubles

15.16  To approve the entry into contractor agreements and       Mgmt          For                            For
       agreements for the provision of services on a
       non-gratis basis between Open Joint Stock Company
       "Uralkali" (Customer) and Limited Liability Company
       "Uralkali-Remont" (Contractor) as related party
       transactions that may be concluded in the future in
       the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 7,200 million roubles

15.17  To approve the entry into contractor agreements and       Mgmt          For                            For
       agreements for the provision of services on a
       non-gratis basis between Open Joint Stock Company
       "Uralkali" (Contractor) and Limited Liability Company
       "Wagon Depot Balakhontsy" (Customer) as related party
       transactions that may be concluded in the future in
       the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 30 million roubles

15.18  To approve the entry into agreements for the provision    Mgmt          For                            For
       of services on a non-gratis basis between Open Joint
       Stock Company "Uralkali" (Contractor) and Closed Joint
       Stock Company "Avtrotranskali" (Customer) as related
       party transactions that may be concluded in the future
       in the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 0.3 million roubles

15.19  To approve the entry into contractor agreements and       Mgmt          For                            For
       agreements for the provision of services on a
       non-gratis basis between Open Joint Stock Company
       "Uralkali" (Contractor) and Limited Liability Company
       "Satellite-Service" (Customer) as related party
       transactions that may be concluded in the future in
       the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 0.5 million roubles

15.20  To approve the entry into contractor agreements and       Mgmt          For                            For
       agreements for the provision of services on a
       non-gratis basis between Open Joint Stock Company
       "Uralkali" (Contractor) and Limited Liability Company
       "Centre of Automation and Measurements" (Customer) as
       related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 0.6
       million roubles

15.21  To approve the entry into contractor agreements and       Mgmt          For                            For
       agreements for the provision of services on a
       non-gratis basis between Open Joint Stock Company
       "Uralkali" (Contractor) and Limited Liability Company
       "Uralkali-Remont" (Customer) as related party
       transactions that may be concluded in the future in
       the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 9 million roubles

15.22  To approve the entry into rent agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Landlord) and Limited
       Liability Company "Stroitelno-Montazhny Trest
       "Bereznikovskoye shakhtostroitelnoye upravleniye"
       (Tenant) as related party transactions that may be
       concluded in the future in the ordinary course of
       business of Open Joint Stock Company "Uralkali" and to
       set the maximum value of the aforementioned
       transactions at 160 million roubles

15.23  To approve the entry into rent agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Landlord) and Closed
       Joint Stock Company "Solikamsky stroitelny trest"
       (Tenant) as related party transactions that may be
       concluded in the future in the ordinary course of
       business of Open Joint Stock Company "Uralkali" and to
       set the maximum value of the aforementioned
       transactions at 35 million roubles

15.24  To approve the entry into rent agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Landlord) and Closed
       Joint Stock Company "Novaya Nedvizhimost" (Tenant) as
       related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 10 million
       roubles

15.25  To approve the entry into rent agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Landlord) and Limited
       Liability Company "Wagon Depot Balakhontsy" (Tenant)
       as related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 270
       million roubles

15.26  To approve the entry into rent agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Landlord) and Limited
       Liability Company "Polyclinic Uralkali-Med" (Tenant)
       as related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 30 million
       roubles

15.27  To approve the entry into rent agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Landlord) and Limited
       Liability Company "Avtotranskali" (Tenant) as related
       party transactions that may be concluded in the future
       in the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 200 million roubles

15.28  To approve the entry into rent agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Landlord) and Limited
       Liability Company "Satellite-Service" (Tenant) as
       related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 20 million
       roubles

15.29  To approve the entry into rent agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Landlord) and Closed
       Joint Stock Company "SP Kama" (Tenant) as related
       party transactions that may be concluded in the future
       in the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 10 million roubles

15.30  To approve the entry into rent agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Landlord) and Limited
       Liability Company "Vodokanal" (Tenant) as related
       party transactions that may be concluded in the future
       in the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 30 million roubles

15.31  To approve the entry into rent agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Landlord) and Limited
       Liability Company "Security Agency "Sheriff-Berezniki"
       (Tenant) as related party transactions that may be
       concluded in the future in the ordinary course of
       business of Open Joint Stock Company "Uralkali" and to
       set the maximum value of the aforementioned
       transactions at 3.3 million roubles

15.32  To approve the entry into rent agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Landlord) and Open
       Joint Stock Company "Kamskaya Gornaya Kompaniya"
       (Tenant) as related party transactions that may be
       concluded in the future in the ordinary course of
       business of Open Joint Stock Company "Uralkali" and to
       set the maximum value of the aforementioned
       transactions at 1 million roubles

15.33  To approve the entry into rent agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Landlord) and Closed
       Joint Stock Company "Uralkali-Technology" (Tenant) as
       related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 3 million
       roubles

15.34  To approve the entry into rent agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Landlord) and Limited
       Liability Company "ENResource" (Tenant) as related
       party transactions that may be concluded in the future
       in the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 10 million roubles

15.35  To approve the entry into rent agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Landlord) and Limited
       Liability Company "Centre of Automation and
       Measurements" (Tenant) as related party transactions
       that may be concluded in the future in the ordinary
       course of business of Open Joint Stock Company
       "Uralkali" and to set the maximum value of the
       aforementioned transactions at 10 million roubles

15.36  To approve the entry into rent agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Landlord) and Limited
       Liability Company "Uralkali-Remont" (Tenant) as
       related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 200
       million roubles

15.37  To approve the entry into rent agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Tenant) and Open Joint
       Stock Company "Ural Scientific and Research Project
       Institute of Galurgia" (Landlord) as related party
       transactions that may be concluded in the future in
       the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 1 million roubles

15.38  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Seller, Supplier) and Limited Liability
       Company Stroitelno-montazhny trust "Bereznikovskoye
       shakhtostroitelnoye upravleniye" (Buyer) as related
       party transactions that may be concluded in the future
       in the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 500 million roubles

15.39  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Seller, Supplier) and Closed Joint Stock
       Company "Solikamsky Stroitelny Trust" (Buyer) as
       related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 260
       million roubles

15.40  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Seller, Supplier) and Closed Joint Stock
       Company "Novaya Nedvizhimost" (Buyer) as related party
       transactions that may be concluded in the future in
       the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 2.8 million roubles

15.41  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Seller, Supplier) and Limited Liability
       Company "Wagon Depot Balakhontsy" (Buyer) as related
       party transactions that may be concluded in the future
       in the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 220 million roubles

15.42  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Seller, Supplier) and Limited Liability
       Company "Polyclinic Uralkali-Med" (Buyer) as related
       party transactions that may be concluded in the future
       in the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 1 million roubles

15.43  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Buyer) and Closed Joint Stock Company
       "Belarusian Potash Company" (Buyer) as related party
       transactions that may be concluded in the future in
       the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 30,000 million roubles

15.44  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Seller, Supplier) and Limited Liability
       Company "Avtotranskali" (Buyer) as related party
       transactions that may be concluded in the future in
       the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 50 million roubles

15.45  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Seller, Supplier) and Limited Liability
       Company "Satellite-Service" (Buyer) as related party
       transactions that may be concluded in the future in
       the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 0.25 million roubles

15.46  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Seller, Supplier) and Closed Joint Stock
       Company "SP Kama" (Buyer) as related party
       transactions that may be concluded in the future in
       the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 0.02 million roubles

15.47  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Seller, Supplier) and Limited Liability
       Company "EN-Resource" (Buyer) as related party
       transactions that may be concluded in the future in
       the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 100 million roubles

15.48  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Seller, Supplier) and Limited Liability
       Company "Centre of Automation and Measurements"
       (Buyer) as related party transactions that may be
       concluded in the future in the ordinary course of
       business of Open Joint Stock Company "Uralkali" and to
       set the maximum value of the aforementioned
       transactions at 20 million roubles

15.49  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Seller, Supplier) and Limited Liability
       Company "Uralkali-Remont" (Buyer) as related party
       transactions that may be concluded in the future in
       the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 1,800 million roubles

15.50  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Buyer) and Limited Liability Company
       Stroitelno-montazhny trust "Bereznikovskoye
       shakhtostroitelnoye upravleniye" (Seller, Supplier) as
       related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 50 million
       roubles

15.51  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Buyer) and Closed Joint Stock Company
       "Solikamsky Stroitelny Trust" (Seller, Supplier) as
       related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 200
       million roubles

15.52  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Buyer) and Closed Joint Stock Company
       "Novaya Nedvizhimost" (Seller, Supplier) as related
       party transactions that may be concluded in the future
       in the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 9 million roubles

15.53  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Buyer) and Limited Liability Company
       "Wagon Depot Balakhontsy" (Seller, Supplier) as
       related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 0.5
       million roubles

15.54  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Buyer) and Limited Liability Company
       "Satellite-Service" (Seller, Supplier) as related
       party transactions that may be concluded in the future
       in the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 35 million roubles

15.55  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Buyer) and Open Joint Stock Company
       "Kopeysky Mashinostroitelny Zavod" (Seller, Supplier)
       as related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 1,200
       million roubles

15.56  To approve the entry into sale and purchase agreements    Mgmt          For                            For
       and supply agreements between Open Joint Stock Company
       "Uralkali" (Buyer) and Limited Liability Company
       "Uralkali-Remont" (Seller, Supplier) as related party
       transactions that may be concluded in the future in
       the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 100 million roubles

15.57  To approve the entry into loan agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Lender) and Closed
       Joint Stock Company "Solikasmky stroitelny trust"
       (Borrower) as related party transactions that may be
       concluded in the future in the ordinary course of
       business of Open Joint Stock Company "Uralkali" and to
       set the maximum value of the aforementioned
       transactions at 150 million roubles

15.58  To approve the entry into loan agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Lender) and Closed
       Joint Stock Company "SP Kama" (Borrower) as related
       party transactions that may be concluded in the future
       in the ordinary course of business of Open Joint Stock
       Company "Uralkali" and to set the maximum value of the
       aforementioned transactions at 10 million roubles

15.59  To approve the entry into loan agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Lender) and Open Joint
       Stock Company "Kamskaya Gornaya Kompaniya" (Borrower)
       as related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 235
       million roubles

15.60  To approve the entry into loan agreements between Open    Mgmt          For                            For
       Joint Stock Company "Uralkali" (Lender) and Closed
       Joint Stock Company "Uralkali-Technology" (Borrower)
       as related party transactions that may be concluded in
       the future in the ordinary course of business of Open
       Joint Stock Company "Uralkali" and to set the maximum
       value of the aforementioned transactions at 5.5
       million roubles

15.61  To approve the entry into licensing agreements between    Mgmt          For                            For
       Open Joint Stock Company "Uralkali" (Licensee) and
       Limited Liability Company "Satellite-Service"
       (Licensor) as related party transactions that may be
       concluded in the future in the ordinary course of
       business of Open Joint Stock Company "Uralkali" and to
       set the maximum value of the aforementioned
       transactions at 1.1 million roubles

15.62  To approve contributions by Open Joint Stock Company      Mgmt          For                            For
       "Uralkali" into the property of the following
       subsidiaries of Open Joint Stock Company "Uralkali":
       (1) Limited Liability Company "Media-Sphera" and/or
       (2) Limited Liability Company "Avtotranskali" and/or
       (3) Limited Liability Company "Stroitelno-montazhny
       trust "Bereznikovskoye shakhtostroitelnoye
       upravleniye" and/or (4) Limited Liability Company
       "Wagon Depot Balakhontsy" and/or (5) Limited Liability
       Company "Polyclinic Uralkali-Med" and/or (6) Limited
       Liability Company "Satellite-Service" and/or (7)
       Limited Liability Company "Vodokanal" and/or (8)
       Limited Liability Company "EN-Resource" and/or (9)
       Limited Liability Company "Centre of Automation and
       Measurements" and/or (10) Limited Liability Company

CONT   CONTD in the future in the ordinary course of business    Non-Voting
       of Open Joint Stock Company "Uralkali" and to set the
       maximum value of the aforementioned transactions at
       1,000 million roubles

CMMT   PLEASE NOTE THAT CUMULATIVE VOTING APPLIES TO THIS        Non-Voting
       RESOLUTION REGARDING THE ELECTION OF DIRECTORS.
       STANDING INSTRUCTIONS HAVE BEEN REMOVED FOR THIS
       MEETING. PLEASE NOTE THAT ONLY A VOTE "FOR" THE
       DIRECTOR WILL BE CUMULATED. PLEASE CONTACT YOUR CLIENT
       SERVICE REPRESENTATIVE IF YOU HAVE ANY QUESTIONS.

16.1   To elect the following individual to the Board of         Mgmt          For                            For
       Directors of OJSC "Uralkali": Anton Averin

16.2   To elect the following individual to the Board of         Mgmt          For                            For
       Directors of OJSC "Uralkali": Vladislav Baumgertner

16.3   To elect the following individual to the Board of         Mgmt          For                            For
       Directors of OJSC "Uralkali": Alexander Voloshin

16.4   To elect the following individual to the Board of         Mgmt          For                            For
       Directors of OJSC "Uralkali": Anna Kolonchina

16.5   To elect the following individual to the Board of         Mgmt          For                            For
       Directors of OJSC "Uralkali": Alexander Malakh

16.6   To elect the following individual to the Board of         Mgmt          For                            For
       Directors of OJSC "Uralkali": Vladislav Mamulkin

16.7   To elect the following individual to the Board of         Mgmt          For                            For
       Directors of OJSC "Uralkali": Robert John Margetts

16.8   To elect the following individual to the Board of         Mgmt          For                            For
       Directors of OJSC "Uralkali": Alexander Mosionzhik

16.9   To elect the following individual to the Board of         Mgmt          For                            For
       Directors of OJSC "Uralkali": Paul James Ostling

16.10  To elect the following individual to the Board of         Mgmt          For                            For
       Directors of OJSC "Uralkali": Gordon Holden Sage




--------------------------------------------------------------------------------------------------------------------------
 X5 RETAIL GROUP N.V., AMSTERDAM                                                             Agenda Number:  703819170
--------------------------------------------------------------------------------------------------------------------------
    Security:  98387E205                                                             Meeting Type:  AGM
      Ticker:                                                                        Meeting Date:  14-Jun-2012
        ISIN:  US98387E2054
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1      Open Meeting                                              Non-Voting

2      Receive Report of Management Board                        Non-Voting

3      Receive Explanation on Company's Reserves and Dividend    Non-Voting
       Policy

4      Adopt Financial Statements                                Mgmt          For                            For

5      Approve Allocation of Income and Omission of Dividends    Mgmt          For                            For

6      Approve Discharge of Management Board                     Mgmt          For                            For

7      Approve Discharge of Supervisory Board                    Mgmt          For                            For

8      Reelect A. Tynkovan to Supervisory Board                  Mgmt          For                            For

9      Reelect S. DuCharme to Supervisory Board                  Mgmt          For                            For

10     Elect D. Dorofeev to Supervisory Board                    Mgmt          For                            For

11     Approve Remuneration of Supervisory Board                 Mgmt          For                            For

12     Grant Board Authority to Issue Shares Up To 20 Percent    Mgmt          For                            For
       of Issued Capital

13     Authorize Board to Exclude Preemptive Rights from         Mgmt          For                            For
       Issuance under Item 12

14     Authorize Repurchase of Up to 10 Percent of Issued        Mgmt          For                            For
       Share Capital

15     Ratify PricewaterhouseCoopers as Auditors                 Mgmt          For                            For

16     Other Business                                            Non-Voting




--------------------------------------------------------------------------------------------------------------------------
 YANDEX NV                                                                                   Agenda Number:  933628010
--------------------------------------------------------------------------------------------------------------------------
    Security:  N97284108                                                             Meeting Type:  Annual
      Ticker:  YNDX                                                                  Meeting Date:  15-May-2012
        ISIN:  NL0009805522
--------------------------------------------------------------------------------------------------------------------------

Prop.# Proposal                                                  Proposal      Proposal Vote                  For/Against
                                                                 Type                                         Management


1.     APPROVAL OF 2011 ANNUAL STATUTORY ACCOUNTS OF THE         Mgmt          For                            For
       COMPANY.

2.     ADDITION OF 2011 PROFITS OF THE COMPANY TO RETAINED       Mgmt          For                            For
       EARNINGS.

3.     GRANTING DISCHARGE TO THE DIRECTORS FOR THEIR             Mgmt          For                            For
       MANAGEMENT DURING THE PAST FINANCIAL YEAR.

4.     PROPOSAL TO RE-APPOINT JOHN BOYNTON AS A NONEXECUTIVE     Mgmt          For                            For
       MEMBER OF THE BOARD OF DIRECTORS WITH EFFECT FROM MAY
       15, 2012.

5.     PROPOSAL TO RE-APPOINT ESTHER DYSON AS A NONEXECUTIVE     Mgmt          For                            For
       MEMBER OF THE BOARD OF DIRECTORS WITH EFFECT FROM MAY
       15, 2012.

6.     AUTHORIZATION TO CANCEL THE COMPANY'S OUTSTANDING         Mgmt          For                            For
       CLASS C SHARES.

7.     AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION TO     Mgmt          For                            For
       REDUCE THE NUMBER OF AUTHORIZED SHARES.

8.     AMENDMENT OF THE COMPANY'S EQUITY INCENTIVE PLAN.         Mgmt          For                            For

9.     APPOINTMENT OF THE EXTERNAL AUDITOR OF THE COMPANY'S      Mgmt          For                            For
       CONSOLIDATED FINANCIAL STATEMENTS AND STATUTORY
       ACCOUNTS.

10.    AUTHORIZATION TO ISSUE ORDINARY SHARES AND PREFERENCES    Mgmt          For                            For
       SHARES.

11.    AUTHORIZATION TO EXCLUDE PRE-EMPTIVE RIGHTS.              Mgmt          For                            For

12.    AUTHORIZATION OF THE BOARD TO ACQUIRE SHARES IN THE       Mgmt          For                            For
       COMPANY.

13.    CONFIRMATION THAT THE SHAREHOLDERS WILL NOT DESIGNATE     Mgmt          For                            For
       ANY OTHER PERSON TO REPRESENT THE COMPANY IN THE CASE
       OF CONFLICTS OF INTEREST IN CONNECTION WITH THE
       RESOLUTIONS ABOVE.



* Management position unknown