Resolution of
Board of Directors of OAO TATNEFT
n.a. V.D. Shashin
«______» ______2011 г.
List of Information Referringtothe Insider Information of
OAO TATNEFT n.a. V.D. Shashin
This list of information referring to the insider information (hereinafterreferred to asthe "Insider Information") of the Open Joint Stock CompanyTATNEFT named after V.D. Shashin (hereinafter referred to as the "Company") has been adopted in accordance with Federal Law No. 224-FZ,dated July 27, 2010,"On CombatingMisuse of Insider Information and Market Manipulation and on Amending Certain Legislative Acts of the Russian Federation" and Order No.11-18/pz-n,dated May 12, 2011, of the Federal Financial Markets Service of Russia.
The Company's Insider Information shall include the following information:
1) onconvocation and holdingthe Company’s general meeting of shareholders, including the agenda, date of holding, date of compiling the list of persons entitled to participate in the general meeting, as well as the data aboutthe decisions taken by the general meeting of shareholders;
2) on the agenda for the Board of Directors meeting, as well as the data about the decisions taken;
3) on the facts of the Board of Directors failure to take the following decisions, which have to be taken in accordance with the Federal Lawsconcerning the following:
convocation of an annual (ordinary) general meeting of shareholders, which is a business entity, as well as other decisions relating to the preparation, convening and holding of the annual (ordinary) general meeting of shareholders;
convocation (holding) or refusal to convene (hold) anextraordinary general meeting of shareholders, which is a business entity at the request of the audit commission (controller), auditor or shareholders (shareholder) owning not less than 10 percent of the Company's voting shares;
inclusion of or refusal to include the items offered for the agenda of the general meeting of shareholders, which is a business entity, and nominated candidates in the voting list of nominees for election to the appropriate body, who have beenproposed by the shareholders (shareholder) holding in aggregate not less than 2 percent of theCompany'svoting shares;
formation of the sole executive bodyat two consecutive Board of Directors meetings or within two months from the date of powers termination or expiration of the previously formed sole executive body in the case stipulated by paragraph 6 of Article 69 of Federal Law No. 208-FZ "On Joint Stock Companies"dated December 26, 1995;
early termination of the sole executive body powersat two consecutive Board of Directors meetings in the case stipulated by paragraph 7 of Article 69 of the Federal Law "On Joint Stock Companies";
convocation (holding) of the extraordinary general shareholders meeting in the event, when the number of the Board of Directors members is less than the number constituting a quorum for the meeting of the Company'sBoard of Directors;
formation of a temporary sole executive body and holding the extraordinary general meeting of shareholders to decide on the early termination of the sole executive body or the managing organization (manager) and the formation of a new Company's sole executive body or the transfer of the sole executive body'sauthority to the managing organization (manager) in case, when the Board of Directors decides to suspend the powers of its sole executive body or the authority of the managing organization (manager);
4) on sending anapplicationto the Company for making entriesinto the unified state register of legal entities related to the reorganization, termination or liquidation of the Company, and in case the authority carrying out state registration of legal personstakesa decision to refuse making the requested entries - information on taking such a decision;
5) on emergence of an organization which is under the control of the Company that is of essential value for the Company, as well as termination of the grounds for the control over such organization;
6) on emergence of an entity having control over the Company, as well as termination of the grounds for such control;
7) on taking a decision about reorganization or liquidation by the organization that controls the Company, bythe organization controlled by the Company, which is of essentialvalue for the Company, or by the Company’s bonds security provider;
8) on sending an application by the organization having control over the Company,organization controlled by the Company, which is of essential value for the Company, or by the Company’s bonds security provider for making entries to the unified state register of legal entities related to the reorganization, termination or liquidation of the mentioned organizations;
9) on emergence of insolvency (bankruptcy) signs ofthe Company, of the entity having control over the Company, of the organization controlled by the Company, which isof essential value for the Company, or the Company’s bonds security provider, as stipulated by the legislation of the Russian Federation on insolvency (bankruptcy);
10) on the arbitration court's acceptanceof thebankruptcy notice from the Company, its controlling entity, the organization controlled by the Company,which is of essential value for the Company, or the Company’s bonds security provider, and adoption of the arbitration court's decision on recognition of the mentioned entities going bankrupt, introduction of one of the bankruptcy proceedings with respect tothem ortermination of their bankruptcyproceedings;
11) on bringing a suitagainst the Company, its controlling organization, the organization controlled by the Company, which is of essential value for the Company, or the Company’s bonds security provider, with the amount of claims there under making 10 percent or more of the assets book value of such entities as of the date of the reporting period (quarter, year) end preceding the claim filing,for which the deadline for submission of accounts (financial statements) has elapsed, or other action, which settling, in the opinion of the Company, may materially affect the financial and economic situation of the Company or the specified entities;
12) on the date of compiling the list of holders of the registeredCompany's equity securities or the certificated Company'sbearer securities with mandatory centralized custody for purposes of implementation (realization) of rights vested by such issued securities;
13) on taking the following decisions by the competent bodies of the Company:
on placement of the Company'sequity securities;
on approval ofthe decision on the issue (additional issue) of the Company'ssecurities;
on approval of the Company'sProspectus;
on the starting date of the Company's equity securities placement;
14) on completionof the Company's equity securities placement;
15) onsending (filing) by the Company an application for the state registration of the issue (additional issue) of securities, registration of theProspectus, registration of amendments introduced into the decision on the issue (additional issue) of the equity securities and/or into theirProspectus, the state registration of the report on the results of issuing (additional issue) of the equity securities;
16) onsending (filing) bythe Company a notice of the results of issuing (additional issue) of equity securities;
17) on the arbitration court's decision about recognition of the Company'sissue (additional issue) of equity securities null and void;
18) on redemption of the Company'sequity securities;
19) on the accrued and/or paid income on the Company'sequity securities;
20) on conclusion bythe Company of a contract with a Russian securities market operator to include the Company'sequity securities to the list of securities admitted by the Russian securities market operator to trading in the stock market, as well as an agreement witha Russian stock exchange for inclusion of the Company'ssecurities in the quotation list of the Russian stock exchange;
21) on conclusion bythe Company of a contract to include the Company'sequity securities or securities of a foreign issuer certifying the rights in respect of the Company'ssecurities, in the list of securities admitted to trading in a foreign organized (regulated) financial market, as well as acontract with a foreign stock exchange forinclusion of such securities in the quotation list of the foreign stock exchange;
22) on inclusionof the Company'sequity securities or securities of a foreign issuer certifying the rights in respect of the Company'sequity securities in the list of securities admitted to trading inthe foreign organized (regulated) financial market, and about exclusionof such securities from the above mentioned list, as well as about inclusion of such securities in the quotation list of the foreign stock exchangeor their exclusion from the above list;
23) on the contract conclusion for the maintenance (stabilization) of prices of the Company’s equity securities(the securities of the foreign issuer certifying the rights in respect of the Company'ssecurities), on the terms of the mentioned contract, as well as about the termination of this contract;
24) on filing anapplicationto obtain permission from the Federal Executive Bogyfor Securities Market onplacement and/or organization of the Company's equity securitiescirculation outside the Russian Federation;
25) onnon-fulfillmentby the Company of its obligations to the holders of the Company's equity securities;
26) on acquisition by the entity of the rightor termination of the rightto directly or indirectly (through its controlled persons), individually or jointly with other entitiesbound with the former by the contract of the property trust management and/or simple partnership, and/ormandate agreement, and/or shareholders' agreement, and/or any other agreement, the subject of which is to exercise the rights certified by the Company's shares to command a certain number of votes, falling on the voting shares being part of the Company'sauthorized capital, if the specified number of votes constitutes 5 percent or has become more or less than 5, 10, 15, 20, 25, 30, 50, 75 or 95 percent of the total number of votes falling on the voting shares constituting the authorized capital of the Company;
27) on a voluntaryoffer, including competitive or mandatory one,for acquisition ofthe Company's equity securities, as well as the changes made in theseoffers,sent to the Company in accordance with Chapter XI.1 of the Federal Law "On Joint Stock Companies";
28) on the notice addressed to the Company in accordance with Chapter XI.1 of the Federal Law "On Joint Stock Companies" of the right to demand redemption of equity securities of the Company or the request for repurchase of the Company'sequity securities;
29) on detection of errors in the previously disclosed or submitted financial (accounting) statements of the Company, if such errorscan have a significant impact on the price of the Company'sequity securities;
30) on the Company, or the Company’s bonds security provider having made a transaction for the amount of 10 percent or more of the Company's assets book value as of the date of the reporting period (quarter, year) end preceding the transaction for which the deadline for submission of accounts (financial statements)has elapsed;
31) on the transactionhaving been madeby the organization that controls the Company or by the Companycontrolled organization, which is of essential value for the Company, that is recognized as a major transaction under the laws of the Russian Federation;
32) on the Company having made a transaction, in which there is an interest and need for approval by an authorized managementbody of the Company required by the law of the Russian Federation, if the amount of such transaction exceeds 200 million rubles, or constitutes 2 or more percent of the Company' assets book value as of the date of the reporting period (quarter, year) end, prior to the approval of the transaction by the authorized Company's management body; and if the transaction has not been approved by the authorized Company's management body prior toits making, thenas of the closing date of the reporting period (quarter, year) preceding the Companyhaving made suchtransaction,for which the deadline for submission of accounts (financial statements)has elapsed;
33) on changing the composition and/or the amount of the collateral on theCompany'sbonds secured by the collateral coverage, and in case of changes in the composition and/or the amount of the collateral on the Company's mortgage-backed securities –the information about such changes, if they are caused by replacement of any secured by the mortgage requirementcomposing mortgage bonds' coverage, or replacement of other property constituting the mortgage–backed bonds with the value (cash value) amounting to 10 percent or more of the amount of the bonds'mortgage collateral;
34) on changing the value of the assets of the Company's bondssecurity provider, which is 10 percent or more, or any otherwise significant, in the opinion of the Company, changes in the financial and economic position of the collateralprovider;
35) onobtaining by the Company of the rightor termination of the right to directly or indirectly (through the persons controlled by the Company), individually or jointly with other entitiesbound with the Companyby the agreement on the property trust management, and/orsimple partnership, and/ormandate agreement, and/or shareholders' agreement, and/or any other agreement, the subject of which is to exercise the rights certified by stocks (shares) of the organization, the issued securities of which are included in the list of securities admitted to trading by the market operator in the securities market or the value of assets thereof exceeds5 billion rubles to command a certain number of votes falling on the voting stocks (shares) of the authorized capital of the specified organization, if the specified number of votes is 5 percent or has become more or less than 5, 10, 15, 20, 25, 30, 50, 75 or 95 percent of the total number of votes falling on the voting stocks (shares) in the authorized capital of the organization;
36) on acquisition by the entity of the right or termination of the right to directly or indirectly (through thepersons controlled by the entity), individually or jointly with other entitiesbound with the former by the contract of trust management of property and/orsimple partnership, and/ormandate agreement, and/or shareholders' agreement, and/or any other agreement, the subject of which is to exercise the rights certified by stocks (shares) of the organization, lodging of security forthe Company'sbonds, to command a certain number of votes falling on the voting stocks (shares) in the authorized capital of the organization, if the specified number of votes is 5 percent or has become more or less than 5, 10, 15, 20, 25, 30, 50, 75, or 95 percent of the votes, falling on the voting stocks (shares) in the authorized capital of the organization;
37) on the conclusion by theCompany, its controlling entity or the organization controlled by the Company of the contract providing for the liability to acquire equity securities of the Company;
38) on receipt, suspension, renewal of validity, reissue, revocation (cancellation) or termination for some reasonor other of the Company’spermit (license) to engage in certain activities,which are of essential financial and economic significance for the Company;
39) on the expiry of the powers of the Company's sole executive body and/or the members of the collegial executive body;
40) on changing the amount of the participation share in the authorized capital of the Company and the Company controlled organizations that are of essential value for the Company:
of the persons who are members of the Board of Directors, members of the collegial executive body, as well as the person holding a position (exercising the functions) of the sole executive body of the Company;
of persons who are members of the Board of Directors, members of the collegial executive body of the managing organization, as well as the person holding a position (exercising the functions) of the sole executive body of the managing organization, if the powers of thesoleCompany'sexecutive body have been delegated to the managing organization;
41) oncreationand/or termination of the Company's bondholders right to demand from the Companyearly redemption of the Company's bonds;
42) on involvementor replacement of organizations renderingmediator services to the Company in the Company'sfulfillmentof the obligations with regard to the Company'sbonds or other equity securities with indication of their names, locations and the amount of remuneration for services rendered, as well asthe changes in the informationindicated;
43) on the controversy regarding the creation of the Company, its management or participation in it, if the decision on this controversy can have a significant impact on the price of the Company'ssecurities;
44) onmaking demands to the Company’s bonds security provider relating to fulfillment of the obligations under such bonds;
45) on placementoutside the Russian Federation of the bonds or other financial instrumentscertifyingloan obligations, which are fulfilled by the Company;
46) on acquisition (alienation) of the Company's voting shares or securities of the foreign issuer certifying the rights in respect of the Company'svoting shares by the Company and/orthe Companycontrolled organizations, with the exception of the controlled organizations, whichbeingbrokersand/or trustees have made a transaction on their own behalf, but at the expense of the client, who is not theCompanyand/orits controlled organization;
47) information directed or provided by the Companyto the relevant authority (relevant organization) of a foreign state, foreign stock exchange and/or other organizations in accordance with a foreign law for purposes of its disclosure or provision to foreign investors in connection with the placement orcirculation of the Company'sequity securities outside the Russian Federation, including through direct acquisition of the foreign issuer's securities being placed (already placed) in accordance with the foreign law;
48) information composing the annual or interim (quarterly) financial (accounting) statements of the Company, including its annual or interim consolidated accounting (consolidated financial statements);
49) information composing the terms of equity securities placement, defined by the approvedCompany's competent body decision on the issue (additional issue) of securities in the following cases:
placement of securities at the auctions held by the securities market operator;
placement of the additional issue securities, if the securities of theissue with respect to which the offered securities make an additional issue, are admitted to trading at the securities market operator or an application has been filed in respect of them for admission to trading atthe securities market operator;
50) information contained in the report (notification) approved by the Company'sauthorized body on the equity securities issue results in the following cases:
placement of securities at the auctions held by the securities market operator;
placement of the additional issue securities, if the securities of the issue with respect to which the offered securities make an additional issue areadmitted to trading at the securities market operator or an application has been filed in respect of them for admission to trading atthe securities market operator;
51) information contained in the Prospectus approved by the Company'sauthorized body, except the information that has previously been disclosed or made available in accordance with the laws of the Russian Federation on securities;