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06.11.2009 Issue of Debt

Issue of Debt  

LUKOIL Announces the Completion of the Issuance of US$1.5 Billion in Eurobonds
OAO LUKOIL announces the completion of the issuance of US$900,000,000 6.375% notes due 2014 and US$600,000,000 7.250% notes due 2019. The 2014 notes were issued at a price of 99.474% of their face value, resulting in a yield to maturity of 6.500%, and the 2019 notes were issued at a price of 99.127% of their face value, resulting in a yield to maturity of 7.375%.  The notes have been issued by LUKOIL International Finance B.V. and guaranteed by OAO LUKOIL, and an application has been made for the notes to be admitted to the Official List of the United Kingdom Financial Services Authority and to trading on the London Stock Exchange plc.  OAO LUKOIL intends to use the net proceeds of the offering for general corporate purposes, including the repayment of existing indebtedness.
The prospectus dated 3 November 2009 relating to the notes has been approved by the UK Listing Authority and is available at the registered office of LUKOIL International Finance B.V. at Atrium, Strawinskylaan 3105, 1077 ZX Amsterdam, The Netherlands.
This announcement is being issued outside the United States pursuant to and in accordance with Rule 135e under the United States Securities Act of 1933, as amended (the “Securities Act”). This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall there be any sale of the notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The notes have not been and will not be registered under the Securities Act and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. OAO LUKOIL does not intend to register any part of the offering under the applicable securities laws of the United States or to conduct a public offering of the notes in the United States.

This announcement is not an invitation nor is it intended to be an inducement to engage in investment activity for the purpose of section 21 of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom (the “FSMA”). To the extent that this announcement does constitute an inducement to engage in any investment activity included within this announcement, it is directed only at (i) persons who are outside the United Kingdom, (ii) persons who are investment professionals within the meaning of article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) of the United Kingdom (the “Financial Promotion Order”); (iii) persons who fall within articles 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order; and (iv) any other persons to whom this announcement for the purposes of section 21 of FSMA can otherwise lawfully be made (all such persons together being referred to as “relevant persons”), and must not be acted on or relied upon by persons other than relevant persons. Any invitation or inducement to engage in any investment activity included within this announcement is available only to relevant persons and will be engaged in only with relevant persons. Anyone other than a relevant person must not rely on this announcement.

This announcement is an advertisement and is not a prospectus for the purposes of EU Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the “Prospectus Directive”). A prospectus will be prepared and made available to the public in accordance with the Prospectus Directive if any securities are issued and, when published, can be obtained in accordance with the Prospectus Directive. Investors should not subscribe for or purchase any securities referred to in this announcement except on the basis of the information contained in the prospectus relating to the securities.

Information in this announcement does not constitute an advertisement or offering of securities in Russia within the meaning of Russian securities laws and must not be passed on to third parties or otherwise be made publicly available in Russia. The securities have not been and will not be registered in Russia and are not intended for “offering”, “placement” or “circulation” in Russia (each as defined in Russian securities laws).

This announcement contains forward-looking statements regarding future events or the future financial performance of OAO LUKOIL, including in relation to the sale of the notes.  We caution you that these statements are not guarantees of future performance and future performance involves risks, uncertainties and assumptions that we cannot predict with certainty.  Accordingly, our actual outcomes and results may differ materially from what we have expressed or forecasted in the forward-looking statements.  As a result of such risks and uncertainties, there can be no assurance that OAO LUKOIL will be able to use the proceeds from the transaction described above in the manner described in this announcement.  We do not intend to update these statements to make them conform with actual results.