Conclusions of the Specialist

1. Conclusions of the Specialist S. Wesley Haun

2. QUESTIONS PRESENTED • How does the concept of vertical integration apply in the world wide oil and gas business? • Where did Yukos Oil Company fit in the context of the Russian and world wide oil and gas industry as it evolved from 1997 to 2004? How does the Yukos Oil Company vertically integrated structure as it evolved between 1997 and 2004 compare to the operations of major oil companies based in Russia and other countries? • Did Yukos Oil Company sell oil from its exploration and production companies to its marketing companies in the same manner that other international vertically integrated oil and gas companies would have been expected to sell their crude oil?

3. CONCLUSIONS • Khodorkovsky’s actions were consistent with those of company leadership intent on building a model company that would achieve sustained growth and long term profitability. • Yukos was comparable to other Russian & International vertically integrated oil and gas companies in both structure and operations. • Yukos adopted stringent accounting practices, became more transparent, and publicly presented its past performance and future plans.

4. CONCLUSIONS • The wellhead price of oil differs greatly with multiple bench mark or actual end-purchaser prices. • To compare the wellhead price to the end user price, in essence, is to compare apples to oranges. • The manner by which the marketing or trading companies within Yukos purchased oil from the exploration and production companies was consistent with industry standards, custom, and practice.

5. CONCLUSIONS • The charges are contradicted by the facts. Khodorkovsky’s leadership and Yukos’ performance do not reflect a plan to embezzle the company’s oil production. • Khodorkovsky’s failure to implement these management practices would have been contrary to the interest of all shareholders, as well as of the Russian Federation.

6. VERTICALLY INTEGRATED OIL & GAS COMPANIES • Upstream – exploration and production • Midstream – processing/treating and pipeline • Downstream – refining and marketing petrochemicals and petroleum products

7. SPECIFIC CHARACTERISTICS OF THE OIL & GAS INDUSTRY • Capital intensive • Cash flow driven • Need for free cash flow • High risk • World-wide market

8. SPECIFIC CHARACTERISTICS OF THE OIL & GAS INDUSTRY • World-wide prices reflect supply and demand • OPEC’s impact • Expansion/merger – economies of scale • VIO&GCs – use of foreign entities

9. YUKOS AND ITS RUSSIAN PEERS • TOP VIO&GCs • COMPARABLE STRATEGY AND OBJECTIVES

10. Source: Yukos Analyst Presentations 2002

11. Source: Lukoil Presentation, 9M 2006 Financial Results (US GAAP), January 12, 2006, www. lukoil.com

12. Source: Presentation TNK-BP: “Optimization of the Integrated Value Chain within TNK-BP”, Aspen World Conference, October 10-15, 2004, www.tnk-bp.com.

13. Source: Economics of Worldwide Petroleum Production, page 87.

14. ORGANIZATION • Yukos was a vertically integrated oil and gas company first organized by the Russian Government • Khodorkovsky organized Yukos in a manner similar to other VIOGCs: • Operating companies • E&P • R&M • Centralized corporate management • shared services

15. Source: Yukos Presentation, “Yuganskneftegaz Open JSC”, 2003.

16. Source: Yukos Presentation September 2, 2003, Lehman Brothers Conference, page 25.

17. Source: Lukoil: Efficient Growth, Conference “Russia and Growth”, June 24, 2002, www.lukoil.com.

18. Consolidated Structure Consolidated Structure Russian Federation (100%) Rosneftegas ( 88 . 15 %) Minority Shareholders (1 1 . 85 %) ROSNEFT E&P R&M Rosneft ’ s producing assets and Transshipment Joint Projects Refining Marketing assets being developed Vostoknefteproduct Sakhalin 1 Yuganskneftegaz Komsomolsk Refinery Arkhangelsknefteproduct Kubannefteproduct Sakhalin 3 ( Veninski Block ) Purneftegaz Tuapse Refinery Tuapsenefteproduct Stavropolnefteproduct Selkupneftegaz Sakhalin 4 Nakhodkanefteproduct Assets to be consolidated Murmansknefteproduct Severnaya Neft Sakhalin 5 Other Marketing Subs Sakhalinmorneftegaz Kurmangazy Krasnodarneftegaz West Kamchatka Stavropolneftegaz East Sugdinski Vankorneft Rosneft plans to adopt an “ operator structure ” following the Share Swap § Rosneft will hold a 100% interest in 12 limited liability compan ies § Dagneft Verkhnechonsky The Operating Companies will produce, refine or market crude oil , gas or § Dagneftegaz products based on services agreements with Rosneft Grozneftegaz Material assets will be directly owned by Rosneft which will lea se them to § the corresponding Operating Company Rosneft will hold or re - apply for all exploration and production licenses § previously held by the merging subsidiaries 58 Source: Rosneft IPO slides dated June 24, 2006.

19. Source: Lukoil 2004 Analyst Book, page 4

20. Source: TNK-BP Corporate Restructuring Memorandum (January 14, 2005).

21. Source: Shell Oil 2003 Annual Report, page 6.

22. YUKOS OPERATIONS RUSSIAN AND INTERNATIONAL PEERS • Lower lifting costs • Lower finding costs • Increase production • Increase reserves • Acquire international assets • Increase shareholder value

23. Source: Yukos Presentation, Renaissance Capital Annual Investor Conference June 21, 2004.

24. Yukos Peer Comparison SEC Proved Reserves as of Year - End Crude Oil (million barrels) 1998 - 2003 Company 1998 1999 2000 2001 2002 2003 Change ExxonMobil 10,953 11,260 11,561 11,491 11,823 12,075 1,122 10% Yukos 9,068 9,553 9,628 9,552 10,453 11, 833 2, 765 31% PetroChina 10,365 10,999 11,032 10,959 10,937 10,919 554 5% Shell 8,399 8,509 8,670 5,600 5,782 5,009 - 3,390 - 40% BP 8,432 7,572 7,643 8,376 9,165 10,081 1,649 20% Chevron 8,270 8,264 8,519 8,524 8,668 8,599 329 4% TotalFinaEl f 6,085 6,898 6,960 6,961 7,231 7,323 1,238 20% Lukoil 10,700 13,500 14,200 14,612 15,258 15,977 5,277 49% Note: Shell restated their reserves

25. Natural Gas (Bcf) Sources: Company financial statements, annual reports and SEC filings.

26. E&P RESULTS Crude oil output in millions of metric tons per year Source: “Russian Oil Sector: Fueled by Strong Prices . . .But Taxing Times Ahead” Troika Dialogue (February 9, 2004), p. 4

27. YUKOS versus Lukoil: free cash flow, dollars per bbl Source: “Russian Oil Sector: Fueled by Strong Prices . . . But Taxing Times Ahead” Troika Dialogue (February 9, 2004).

28. VIO&GC Intracompany Pricing • Pricing factors for transactions between E&P and R&M • Transportation • Logistics • Other costs • Supply and demand • E&P sale price ≠ downstream delivered price • Consistent with Russian and International VIO&GCs

30. Source: 2005 Performance Results, OAO TNK-BP (28 June 2006), www.tnk-bp.com.

31. Source: Rosneft Public Disclosures http://rosneft.ru/company/disclosure/ung-quarterly.html

32. SUMMARY • MBK turned Yukos into a successful, growing, sustainable, long-term company • Centralized Management • Engage International Professionals • Increase Production and Cut Costs • Enhance Corporate Governance – Independent Board of Directors • Acquire International Assets • Increase Shareholder Value

33. SUMMARY • Yukos: • collected revenues for the sale of oil and gas • paid billions of dollars in operating expenses • paid billions of dollars in taxes • spent billions of dollars on capital expenditures, dividends, and stock purchases • spent billions of dollars to grow subsidiary businesses through investments and acquisitions, and • had billions of dollars in cash in its accounts

34. Yukos Operational Statistics (Values in Millions of US dollars) 1998 1999 2000 2001 2002 2003 Year Total 3,140 4,177 9,032 9,461 11,373 16,522 Revenues 53,705 1,881 1,46 5 2,828 3,434 4,255 6,264 Total Operating Expenses excluding taxes, 20,127 goodwill, depreciation and amortization* 1,311 1,192 2,453 2,777 3,833 5,509 Taxes including income tax 17,075 (837) 1,152 3,724 3,156 3,058 4,700 Net - Profit 14,953 221 174 589 954 1,263 1,549 Capital Expenditures**, net 4,750 192 497 82 586 1,019 6 ,785 Other Long - term investments *** and 9,161 Treasury Stock purchases, net 202 447 1,939 1,409 1,647 1,294 Cash & cash equivalents at Dec 31 yearend x 0 0 105 473 280 1,724 Stock Dividends 2,582 Financial data is from 1999, 2001, 2002 and 2003 Yukos US GAAP consolidated financial statements. *Also excluding write - offs of property and investments **Additions to Property, Plant and Equipment ***Includes purchases of additional shares of subsidiaries and advances to investment dealers

35. 1998 1999 2000 2001 2002 2003 Acquisitions by Yukos Oil Company (in millions of USD)* Total Sibneft* * 6690 6690 VNK** * 300 510 256 32 1098 Arcticgaz 274.3 274.3 Yuganskneftegaz 120.4 31 49 200.4 AB Mazeikiu Na fta 164 164 ZAO Rospan International (part of acquisition began in 2001) 133 133 Angarsk Petrochemical Company 32 74 106 John Brown Hydrocarbons Limited and Davy Process technology 100 100 limited OAO Ne ftegaztechnologiya 97 97 Tomskneft VNK 49 10 17 76 OOO Geoilbent 75 75 ZAO Urengoil (part of acquisition began in 2001) 75 75 Transpetrol 74 74 Samaraneftegaz 54.8 7 11 72.8 Eastern Sib erian Oil and Gas Company 65 4 69 Sakhaneftegaz 50 50 Kvaerner ASA 37.5 37.5 Achinsk refinery 2 25 27 Novokuibyshevsk refinery 6 4 10 Syzran refinery 3 4 7 Kuibyshev refinery 4 3 7 Other 27.4 52.8 80.2 Total 300 734.2 187.4 381.3 1026.3 68 94 9523.2 *Acquisitions are compilations from the Notes to the Consolidated US GAAP reports and MD&A and may not include every acquisition **includes the loans and 2003 tre asury stock purchases for purposes of exchanging for Sibneft shares ***includes the loans for 53.3% acquisition in 98 - 99

36. SUMMARY • Oil production and revenues accounted for in Yukos financial reporting • Embezzlement is associated with secretive, hidden taking of assets. • Yukos performance was publicly disclosed, there were no objections to their accuracy by the auditors, government agencies, or investment institutions. • Khodorkovsky made Yukos more transparent

37. SUMMARY • Khodorkovsky’s reorganization and management of Yukos benefited all of the Yukos shareholders and the production subsidiaries and the Russian Federation.