PROSECUTOR’S OFFICE
OF THE RUSSIAN FEDERATION

PROSECUTOR’S OFFICE.....................................General Director
Khanty-Mansiisk Autonomous District.................JSC Yugraneft Corporation
...........................................................................L.V. Kondrashina

1. Khanty-Mansiisk
   Chekhova St., 1 “a”
   Tel.: (34671)3-30-90 Fax: (34671)3-23-89
   

In response to your claim on illegal actions of the management of JSC TNK-Nizhnevartovsk I inform you that the Prosecutor’s office of the Khanty-Mansiisk district have analysed all documents related to the legality of the shareholders’ meeting of the JSC Yugraneft Corporation. In addition to that, we received explanations from both parties in dispute. As a result of this analysis we have concluded that TNK-Nizhnevartovsk’s participation in the shareholders’ meeting of Yugraneft Corporation was illegitimate.

In compliance with the article #51 of the Law of the Russian Federation “On Joint Stock Companies” only shareholders registered in the Registry of company’s shareholders can participate in the shareholders’ meeting. Despite the fact that the court has recognized TNK-Nizhnevartovsk’s right for part of shares in the Company, TNK-Nizhnevartovsk has not been registered in the Registry of company’s shareholders. This fact makes the meeting and decisions of the meeting illegal. However, only court can reverse the decisions of the shareholders’ meeting.

Our conclusions on the illegal nature of the meeting and its decisions were related to the Manager of TNK-Nizhnevartovsk. Moreover, the Manager received a warning that states our position. We also suggested that TNK-Nizhnevartovsk should abstain from implementation of decisions of the shareholders’ meeting of Yugraneft Corporation of June 28, 2001.

Deputy of the Prosecutor of the
Khanty-Mansiisk district

1. A.Belan