APPROVED
By resolution of [●]

[●]2009

Chairman of the meeting

[signature] [●]

Secretary of the meeting

[signature] [●]

CHARTER

Open JointStock Company
TNK-BP Holding

(New Version)

Uvat

2009

Open Joint Stock CompanyTNK-BP Holding (hereinafter referred to as the Company), was established following a resolution of the founder dated October 5, 2004.

The Company was reorganisedin the form of accession to it ofClosed Joint Stock Company “UvatTrade” (CJSC “UvatTrade”) and Closed Joint Stock Company “IRTYSH-TRADE” (CJSC “IRTYSH-TRADE”) in accordance with an Agreement on reorganisation in the form of accession of CJSC “UvatTrade” and CJSC “IRTYSH-TRADE” to OJSC TNK-BP HOLDING approved by a resolution of the sole shareholder of OJSC TNK-BP Holding, a resolution of the sole shareholder of CJSC “UvatTrade”, and a resolution of the sole shareholder of CJSC “IRTYSH-TRADE” dated December22,2004. The Company is the universal legal successor of Closed Joint Stock Company “UvatTrade” (CJSC “UvatTrade”) and Closed Joint Stock Company “IRTYSH-TRADE” (CJSC “IRTYSH-TRADE”)for all civil and other obligations transferred by way of succession, including but not limited to obligations disputedby third parties withthe exceptions provided for in the effective Russian legislation.

The Company wasreorganised in the form of accession of Open Joint Stock Company “Tumenskaya Neftyanaya Companiya” (OJSC“TNK”), Open Joint Stock Company “Orenburgskaya Neftjanaya Companiya” (OJSC“ONAKO”) andOpen Joint Stock Company “SIDANKO” (OJSC“SIDANCO”) to itin accordance with an Agreementon reorganisation in the form of accession of OJSC“TNK”, OJSC“ONAKO” and OJSC“SIDANCO” to OJSC “TNK-BP HOLDING” approved by a resolution of the sole shareholder of OJSC “TNK-BP Holding”,aresolution of theExtraordinaryGeneral Shareholders meeting of OJSC“TNK”, a resolution of the ExtraordinaryGeneral Shareholders meetingof OJSC“ONAKO” and a resolution of the ExtraordinaryGeneral Shareholders meeting of OJSC“SIDANCO”dated. March 1, 2005. The Company is the universal legal successor of Open Joint Stock Company “Tumenskaya Neftjanaya Companiya” (OJSC“TNK”), Open Joint Stock Company “Orenburgskaya Neftyanaya Companiya” (OJSC“ONAKO”) andOpen Joint Stock Company “SIDANKO” (OJSC“SIDANCO”) for all civil and other obligations transferred by way of succession, including but not limited to, obligations disputed by third parties with the exceptions provided for in the effective Russian legislation.The Company is the successor of OJSC“TNK” with respect to the rights to the “TNK”brand.

The Company is reorganized in the form of accession of Closed Joint-Stock Company "SIDANCO-Investments" (JSC "SIDANCO-Investments"), Join-Stock Company "Sborsare Management" (JSC "Sborsare Management"), Closed Joint Stock Company "SIDANCO-Securities" (CJSC "SIDANCO-Securities") and Closed Joint Stock Company "Sidanko-Neftepererabotka" (CJSC "Sidanko-Neftepererabotka") in accordance with the Agreement of Accession of JSC "SIDANCO-Investments", JSC "Sborsare Management", CJSC "SIDANCO-Securities" and CJSC "Sidanko-Neftepererabotka" to OJSC TNK-BP Holding, approved by resolution of the Annual General Shareholders’ Meeting of OJSC TNK-BP Holding dated ______, resolution of the sole shareholder of JSC "SIDANCO-Investments" dated ______, resolution of the sole shareholder of JSC "Sborsare Management" dated ______, resolution of the sole shareholder of CJSC "SIDANCO-Securities" dated ______, resolution of the sole shareholder of CJSC "Sidanko-Neftepererabotka" dated ______. The Company is the universal legal successor to Closed Joint-Stock Company "SIDANCO-Investments" (JSC "SIDANCO-Investments"), Join-Stock Company "Sborsare Management" (JSC "Sborsare Management"), Closed Joint Stock Company "SIDANCO-Securities" (CJSC "SIDANCO-Securities") and Closed Joint Stock Company "Sidanko-Neftepererabotka" (CJSC "Sidanko-Neftepererabotka") for all civil and other obligations transferred to it by way of legal succession, including, without limitation, any obligations which are disputed by third parties, with exceptions provided for in the applicable laws of the Russian Federation.

The legal status of the Company, and the rights and obligations of its shareholders are defined by the Civil Code of the Russian Federation and Federal Law No.208-FZ of December 26, 1995 “On Joint Stock Companies” (hereinafter referred to as the Federal Law “On Joint Stock Companies”).

Article 1
NAME, REGISTERED OFFICE AND PERIOD OF OPERATION OF THE COMPANY

1.1The full name of the Company is:Открытоеакционерноеобщество “ТНК-ВР Холдинг”.

The abbreviated name of the Company is:OAO“ТНК-ВР Холдинг”.

The full name of the Company in English is: Open Joint-Stock Company TNK-BP Holding.

The abbreviated name of the Company in English is: OJSC TNK-BP Holding.

1.2The Company’s registered office is: 626170, Russian Federation, Tyumen Region, Uvat District, Uvat Village, 60 Oktyabrskaya str.

The Company’s postal address is: 626170, Russian Federation, Tyumen Region, Uvat District, Uvat Village, 60 Oktyabrskaya str.

1.3The Company has been setup to operate for an unlimited period of time.

Article 2
LEGAL STATUS OF THE COMPANY

2.1The Company is a legal entity and has in its ownership separate assets accounted for on its balance sheet, may in its own name acquire and exercise property and personal non-property rights, enter in its own nameintoany transactions permitted by law, have obligations, act as a claimant and defendant in court, including arbitration courts.The Company acquires the rights and obligations of a legal entity from the date of its state registration.

2.2The Company has a round seal bearing its full company name in Russian and indicating its registered office. The Company may have stamps and letterheads bearing its name and may have a duly registered trade mark, logo and other means of individualisation. The Company is entitled, following the procedure established bythe Russian legislation, to open bank accounts in roubles and foreign currency in the Russian Federation and abroad.

2.3The Company shall be liable for its obligations to the full extent of its property.

The Company shall not be liable for obligations of the state and its agencies, and the state and its agencies shall not be liable for the obligations of the Company.

The shareholders shall not be liable for the obligations of the Company and shall bear the risk of losses in relation to its activities to the extent of the value of the shares they own. The Company shall not be liable for the obligations of the shareholders.

Shareholders that have not fully paid for the shares shall be jointly and severally liable for the obligations of the Company to the extent of the unpaid part of the value of the sharesthey own.

2.4The Company may independently and jointly with Russian and foreign legal entities (irrespective of their form of ownership and legal status) and citizens, establish in the Russian Federation and foreign states legal entities and other organisations in any form of incorporation permitted by law.

2.5The Company may set up branches and open representative offices both in the Russian Federation and abroad.

Article 3
OBJECTIVES AND TYPES OF ACTIVITIES OF THE COMPANY

3.1The main objective of the Company as a commercial organisation is to generate profit.

3.2The types of activities of the Company are as follows:

  • funding and performance of work underinvestment projects of the Tyumen Region;
  • exploration and development of oil and gas fields;
  • drilling of parametric, exploration, appraisal, structural, observation and production wells for hydrocarbon resources and water;
  • production, transportation, treatment, acceptance, storage, processing and sale of hydrocarbon resources (including oil,gas and gas condensate) and refined products;
  • production of underground waters, commonly found minerals (sand and others);
  • maintaining the state balance of reserves of oil, gas, condensate and associated components,and recording of minerals occurring together with them within licensed areas;
  • construction of facilities at oil and gas fields;
  • oil processing, production and sale of oil products, gas, products of organic synthesis, products of inorganic chemistry, fertilizers, polymers, plastics, domestic chemicals, production of catalysts and metal items;
  • separation and fractionation of petroleum (associated) gas;
  • provision of other services related to oil and gas production;
  • wholesale trading of other liquid and gas fuel;
  • wholesale trading of gasoline, including aviation gasoline;
  • retail sales of motor fuel;
  • retail sales of liquid household boiler fuel, gas in cylinders, coal, firewood, fuel peat;
  • the activities of wholesale trading agents for a universal range of goods;
  • generation of electrical and thermal energy;
  • provision of services for the transmission of electrical and thermal energy;
  • supply of electrical and thermal energy to industrial and social facilities at the regional level;
  • production of consumer goods, food, engineering products, and provision of services to the public;
  • topographical-geodesic and cartographical operations in the context of land surveying work;
  • transportation activities, including the transportation of freight, passengers, repair and maintenance of road vehicles, transportation of hazardous freight, including oil and oil products, by, inter alia, rail, road and pipelines;
  • handling of other cargo;
  • production, repair and rental of equipment at the regional and inter-regional levels;
  • supply logistics for petroleum operations;
  • provision of other services related to oil and gas production;
  • management of all shares in joint stock companies and other securities belonging to the Company,and of interests in limited liability companies;
  • activities related tothe organisation of trading on financial markets;
  • repair and maintenance of oilfield and inter-field roads and public roads;
  • emergency, repair and rescue operations;
  • surveying, design, construction-installation, scientific-research, experimental design, technological, engineering and other operations, manufacture of construction materials, structures and items;
  • fulfilment of orders and deliveries for state needs and regional consumers of manufactured products;
  • procurement and sale of narcotic substances, strong-acting and poisonous substances for the Company’s needs, and also under commission agreements for third parties in compliance with the relevantRussian legislation and international obligations ensuing from the UN Convention;
  • organisation of advertising and publishing activities, exhibitions, exhibition-sales and auctions;
  • agency, consulting and marketing activities;
  • provision of accounting services;
  • provision of management services;
  • provision of communications services;
  • foreign trade activities, export-import operations;
  • charitable, cultural and public education and other non-profit activities;
  • retail sale of oil products through gas stations;
  • trading and procurement activities;
  • construction of civilian and industrial facilities;
  • development and implementation of investment programs for the creation of facilities for storage and sale through gas stations and shops of diesel fuel and other oil products;
  • analysis of demand for the Company’s main products and generation of a portfolio of orders;
  • supply and marketing activities;
  • collection of scrap and waste from precious metals, their primary treatment and processing for the production of concentrates and other semi-finished products intended for refining;
  • collection and processing of secondary raw material containing precious metals;
  • activities related to the purchase and sale of precious metals (including catalysts containingprecious metals) and wholesale trade of precious metals (including catalysts containing precious metals);
  • production of precious metals, including the extraction of precious metals from scrap and waste containing precious metals, and production of catalysts containing precious metals;
  • collection of scrap and waste of precious metals (including used catalysts containing precious metals), their treatment (processing) forrecycling (including the production of catalysts) or sale to organisations licensed for this type of activity for further production and refining of precious metals;
  • provision of precious metals storage services;
  • analysis of market conditions for goods and services, research, sociological and other activities;
  • protection of the economic and information security of the Company, preservation of its property, protection of commercial and company secrets;
  • manufacturing of consumer goods, foods, technical industrial goods, provision of services to public;
  • renovation and capital repair of oil and gas field facilities;
  • investment activities, including operations with securities and the provision of repayable or non-repayable loans, other financing activities;
  • disposal, warehousing andtransportation of environmentally hazardous materials and substances (except for radioactive ones);
  • environmental certification of equipment, facilities, industrial and natural-resource enterprises and territories;
  • activities relating to environment-oriented operations (services), including:

ecological monitoring of sources of environmental pollution;

assessment of environmental impact of planned and existing enterprises, including drafting of the Environmental Protection Sections of pre-design documentation;

elaboration of technical (unit) norms for the discharge (emission) of pollutants into the environment, waste disposal;

elaboration of maximum permissible emissions (discharges) (including radioactive) of pollutants into the environment, waste disposal, permissible levels of environmental impact; substantiation of the limits;

work and services to clear up the environmental consequences of man-made or natural emergencies (industrial accidents and natural disasters);

  • water usage (of surface water bodies) relating to the use of sections of water bodies for construction and operation of underwater crossings;
  • provision of services to the population;
  • provision of public catering services;
  • organisation of servicing facilities for passenger and freight vehicles, production of spare parts, vehicle fuelling machinery and equipment;
  • operation of pressurized boilers and vessels, and of pipelines for steam and hot water;
  • repair of blast- and fire-hazardous, chemically hazardous and unhealthy facilities;
  • installation, operation and repair of blast-proof electrical engineering equipment;
  • sale and lease of real estate and moveable assets, including production assets;
  • development, production and sale of programming products and technologies;
  • development of advanced technological processes, equipment, apparatus, instruments, devices, methodological and information material designs, scientific and technical documentation;
  • organization of pilot and small-scale manufacturing of scientific and technical products and consumer goods and their salethrough distribution networksin Russia and abroad;
  • design ofdata processing technologies and specialized computingprocesses usingcomputer systems and internetworks;
  • information services, all types of advertising;
  • sale of know-how on the domestic market and abroad;
  • joint investmentsin the Russian Federation and abroad;
  • training of specialists;
  • provision of hotel accommodation, secure parking for vehicles and buses, sale of materials for vehicle parts, accessories and other goods;
  • provision of services related to the lease, rental and sale of vehicles, unloading of imported cargo and onward delivery to its destination in Russian vehicles;
  • other types of activity not prohibited by law.
  • The Company may engage in certain types of activity, the list of which is defined by federal laws, only upon receipt of a special permit (license).

Article 4
CHARTER CAPITAL AND SHARES OF THE COMPANY. BONDS AND OTHER SECURITIES OF THE COMPANY

4.1The Company’s Charter capital comprises 16,296,807,136 (sixteen billion two hundred and ninety six million eight hundred and seven thousand one hundred and thirty six) roubles and consists of15,846,807,136(fifteen billion eight hundred andforty six million eight hundred and seven thousand one hundred and thirty six) ordinary registered shares with anominal value of 1 (one) rouble eachand450,000,000 (four hundred and fifty million) preference registered shares withanominal value of 1 (one) rouble each issued in non-documentary form.

4.2Shares may be paid for in cash, securities or other assets, and in property and other rights with a pecuniary value.

4.3The Company is entitled to issue shares, bonds and other securities in accordance with Russian legislation.

In addition to the 15,846,807,136 (fifteen billion eight hundred and forty six million eight hundred and seven thousand one hundred and thirty six) issued ordinary shares the Company is entitled to issue 42,353,192,864 (forty two billion three hundred and fifty three million one hundred and ninety two thousand eight hundred and sixty four) additional ordinary shares with a nominal value of 1 (one) rouble.

In addition to the 450,000,000 (four hundred and fifty million) issuedpreference shares the Company is entitled to issue1,350,000,000 (one billion three hundred and fifty million) additionalpreference shares with thenominal value of 1 (one) rouble.

The declared ordinary and preference shares grant to shareholders the full rights provided for in Article 5 of this Charter in relation to ordinary and preference shares respectively.

4.4The Company’s Charter capital may be increased by:

(a)issuing additional shares;

(b)increasing the nominal value of the shares.

Decisions onincreasing the Company’s Charter capital by way of increasing the nominal value of the shares shall be taken by the General Shareholders meeting.

Decisions on increasing the Company’s Charter capital byway of issuing additional shares shall be taken by the Board of Directors unless otherwise stipulated by the effective legislation and this Charter. Decision of the Board of Directors to increase the Company’s Charter capital by way of issuing additional shares shall be taken by the Board of Directors unanimously by all members of the Board of Directors. For these purposes, the votes of persons who have ceased to be members of the Company's Board of Directors shall not be taken into account.

Additional shares may be issued by the Company only up to the number of declared shares defined by this Charter.

The decision to increase the Company’s Charter capital by issuing additional shares shall specify the number of additional ordinary shares and preference shares of each type to be issued up to the number of declared shares of such category (type), the method of placement, the placement price for additional shares placed via subscription or the procedure for its determination, including the placement price or procedure for determination of the placement price of additional shares for persons with pre-emption rights to acquire the shares being issued and the form of payment for additional shares placed via subscription, and may also determine other terms and conditions of the issue.

The Company’s Charter capital may be increased by issuing additional shares on the basis of the Company’s assets. The Company’s Charter capital may be increased by increasing the nominal value of shares only on the basis of the Company’s assets.