AUDITORS’ OPINION

To the shareholders of Joint-Stock CompanyGazprom neft:

Audited Person

Joint-Stock Company Gazprom neft

Certificate of State Registration of Joint-Stock Company No. 1025501701686 issued on the 11th day of December, 2007 by the Interdistrict Inspectorate of the Federal Tax Service No.15 for Saint-Petersburg.

Address: 5A Galernaya Street, Saint-Petersburg, RF 190000

Auditor

Joint-Stock Company “PriceWaterhouseCoopers Audit” (JSC “PwK Adit”) having place of residence at: 10 Butyrsky val, Moscow, Russian Federation, 125047.

Certificate of State Registration of Joint-Stock Company No. 008.890 issued by the Moscow Registration Chamber on the 28th day of February, 1992.

Certificate of entering therecord about a legal entity registered before the 1st day of July,2002in the Unified State Register of Legal Entities, No. 1027700148431 dated the 22nd day of August, 2002 issued by the Interdistrict Inspectorate of the Ministry for Taxes and Levies of Russia No. 39 for Moscow.

Member of the Audit Chamber of Russia Non-profit Partnership (ACR NP), a self-governed organization of auditors – registration number 870 inthe ACR NP’s register of members.

Basic registration number of record (BRNR) in the register of auditors and auditor organizations -10201003683.

AUDITORS’ OPINION

To the shareholders of Joint-Stock Company Gazprom neft:

We have audited the attached accountingstatements of Joint-Stock Company Gazprom neft (hereinafter the “Company”) which contains the Balance Sheet as at the 31st day of December, 2010, Profit and Loss Account, Statement of Capital Changes, Cash Flow Statement for 2010, other Appendices to the Balance Sheet and Profit and Loss Account and Notes (hereinafter jointly referred to as the “Accounting Statements”).

Company’s responsibility for the Accounting Statements

The Company’s management is responsible for preparation and accuracy of the said Accounting Statements in compliance with the rules on preparing accounting statements set out in the Russian Federation and for the internal control system necessary to prepare the accounting statements that does are free of material misstatements as a consequence of unfair actions or mistakes.

Auditor’s responsibility

Our responsibility is to express an opinion on the accuracy in all materialaspects of these accounting statements based on our audit.We conducted our audit in compliance with the Federal Rules (Standards) of Audit Activity and International Standards on Auditing. These standards require the compliance with the applicable ethical rules as well as audit planning and carrying out in such a manner that gives sufficient confidence that the accounting statements are free of material misstatements.

The audit included auditing procedures aimed at obtaining the audit evidence that prove the numeric values in the accounting statements and disclose of the information contained therein. The choice of the auditing procedures is the subject matter of our judgment which is based on the risk of material misstatements as a consequence of unfair actions or mistakes assessment. During the assessment of the risk we considered the internal control system procuring preparation and accuracy of the Accounting Statements in order to select appropriate auditing procedures but not to express the opinion if the internal control system is efficient. The audit also included the assessment of the proper nature of the applied accounting policy and soundness of the estimates obtained by the management of the Company as well as the evaluation of the overall presentation of the Accounting Statements.

We believe that the Accounting Statements accurately reflect in all material aspectsthe Company’s financial standing as of 31st day of December, 2010, the results of its financial and economic activities and cash flow for 2010 in conformity with the rules on preparing the accounting statements set out in the Russian Federation.

Director of CJSC “PriceWaterhouseCoopers Audit”(signature)M.E. Timchenko

21st day of February, 2011