Joint-Stock Company

Gazprom Neft

Auditors' Report
on the Financial Statements

2012


Auditors' Report

To the shareholders of Joint-Stock Company Gazprom Neft:

Audited Entity

Joint-Stock Company Gazprom Neft

Certificate of Entry of the Joint Stock Company into the State Register No.1025501701686 issued on December 11, 2007 by the Federal Tax Service Interdistrict Inspectorate No.15 in Saint-Petersburg.

5, lit. A, Galernaya Street, Saint-Petersburg, 190000, Russian Federation.

Auditors

Closed Joint-Stock Company PricewaterhouseCoopers Audit (CJSC PwC Audit) with a registered office at: 10, Butyrsky Val, Moscow, 125047, Russian Federation.

Certificate of State Registration of Joint Stock Company No.008.890 issued on February 28, 1992 byMoscow Registration Chamber.

Certificate of Entry into the Unified State Register of Legal Entities for a Legal Entity Registered before July 2002 No.10277001484З1 dated August 22, 2002 issued by the Russian Federation Ministry of Taxation Interdistrict Inspectorate No.39 in Moscow.

Member of Russian Auditing Chamber Non-Commercial Partnership (NP APR), a self-regulating organization of auditors, registration number 870 in the NP APR members register.

Main Entry Registration Number (ORNZ) in the register of auditors and audit firms: 10201003683.

Closed joint stock company PricewaterhouseCoopers Audit (CJSC PwC Audit)

White Square Business Center, 10, Butyrsky Val, Moscow, 125047, Russian Federation

Tel. +7(495)967-6000, fax: +7(495)967-6001, www.pwc.ru
Auditors' Report

To the shareholders of Joint-Stock Company Gazprom Neft:

We have audited the attached financial statements of the Joint-Stock Company Gazprom Neft (the ''Company'') which comprise the balance sheet as at December 31, 2012, the income statement, the statement of changes in equity, and the statement of cash flows for the year 2012, and the explanatory notes to the balance sheet and the income statement (hereinafter collectively referred to as the "financial statements).

Responsibility of the Company for the Financial Statements

The management of the Company is responsible for the preparation and integrity of the financial statements in accordance with the Russian financial reporting standards and for internal controls necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Responsibility of the Auditors

We are responsible for expressing an opinion on whether the financial statements, based on results of our audit, are true and accurate. We have performed our audit in accordance with Russian auditing standards and the International Auditing Standards. Those standards require that we comply with ethical norms and plan and perform our audit so as to obtain reasonable assurance about whether the financial statements are free from material misstatement.

Our audit involved performing procedures aimed at obtaining audit evidences about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments the auditor considers internal control relevant to the entity's preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Our audit also included evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the management of the Company as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidences obtained in the course of our audit give us sufficient basis to express our opinion on whether the financial statements are true and accurate.

Opinion

In our opinion, the financial statements give a true and fair vision, in all material respects, of the Company's financial standing as of December 31, 2012, operating results and cash flows for the year 2012 in accordance with the financial reporting rules established in the Russian Federation.

CJSC PricewaterhouseCoopers Audit, Director (seal, signature) T.S. Medvedeva

March 11, 2013

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