Expertise With Energy

7/30/2019 Expertise With Energy

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Energy & Resources

Expertise with EnergyIntegrated Solutions for the CIS Oil & Gas Industry


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Table of contents

Why Deloitte? .....................................................................................................................3

Deloitte Touche Tohmatsu ...............................................................................................3

Deloitte in the CIS ...........................................................................................................4

Deloitte Oil & Gas Industry Group ....................................................................................6

Assurance and Advisory Services ........................................................................................8

Enterprise Risk Services .......................................................................................................9

Consulting Services ...........................................................................................................11

Tax Services .......................................................................................................................14

Legal Services....................................................................................................................16

Financial Advisory Services ................................................................................................17

Climate Change & Sustainable Resources ..........................................................................19

Deloitte Academy .............................................................................................................20

Professional Standards ......................................................................................................21

Appendix 1. Representative Projects in the CIS Oil & Gas Sector ........................................22

Appendix 2. Our Leading Specialists ..................................................................................27

Office Locations ...............................................................................................................38


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Deloitte in the CIS is a member of Deloitte Touche Tohmatsu

(DTT), one of the worlds largest professional services firms. We

are a worldwide network of practices, which allows us to deliver

outstanding, consistent services wherever our clients operate.

We are focused on delivering maximum value to our clients by paying

close attention to their needs, and fully utilizing our resources and

industry specific experience to develop necessary solutions.

With more than 150,000 people in nearly 140 countries, the member

firms serve more than half of the worlds largest companies as well

as large national enterprises, public institutions, and successful, fast-

growing global companies.

Our mission is to help our clients and our people excel. We strive to

assist emerging businesses and established multinational clients in

understanding markets in other areas of the globe.

Deloitte enjoys a balanced presence and strong market share in major

world economies and is the premier firm in much of the developing

world. Our professionals work in multifunctional teams that combine

the broad range of skills needed to meet the diverse needs of our

clients. Individually and as a team our experts bring insight, business

knowledge and industry expertise to each professional assignment.

Why Deloitte?Deloitte Touche Tohmatsu

Global Profile with an Oil & Gas focus

Deloitte is the only fully integrated accounting/consulting firm

providing assurance and enterprise risk, tax and legal, consulting

and financial advisory services

150,000 people in more than 700 offices in nearly 140 countries

Global revenues of $ 20 billion for the fiscal year 2006

We are recognized as an employer of choice in more than 20

countries

Over 5,000 audit, tax, consulting and financial advisory

professionals focused on working with energy companies

across the world

Our Petroleum Services group is recognized as one of the

worlds leading providers of upstream and downstream oil

& gas information and analysis, as well as services such as

portfolio management, asset screening, economic modeling and

assistance with commercial due diligence and negotiations


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Deloitte in the CIS

Deloitte began serving clients in the former Soviet Union in

1988. Today Deloitte has more than 3000 local and expatriate

professionals working in its offices in CIS countries: in Moscow,

St.Petersburg, Kyiv, Minsk, Tbilisi, Almaty, Astana, Bishkek,

Tashkent and Dushanbe. As evidence of our commitment to the

energy and resources sector, we have also set up offices on the

ground to serve our clients in key locations such as Yuzhno-

Sakhalinsk, Baku, Ashkhabad and Atyrau.

At Deloitte CIS local and expatriate professionals work closely

together, enabling us to achieve the right balance of skills for

delivering premium client service.

The CIS is evolving rapidly and we are constantly tailoring our

services to fit this unique market and to match the needs of our

clients. We are often called upon to develop new solutions to

current business issues. We have real experience in the practical

problems faced by companies in the CIS.

Our practice in the CIS spans the full range of services expected

of a Deloitte office anywhere in the world. In addition, we have

placed a lot of emphasis on industry and service line specialization.

As a result, we have established specialized industry practice

groups for the oil & gas sector, mining sector, electricity and

utilities, banks, consumer and industrial products.

Deloitte stands out for its annual growth rate in the CIS, which has

exceeded 50 per cent per annum over each of the last 6 years

clear evidence that the high quality of our services is appreciated

by our clients.

The profile of our client experience makes us a perfect fit for your

requirements. We aim to provide the best professional services in

the region, and to be recognized, by our clients and by our staff,

as the most effective and reliable firm in our industry.

Deloitte stands out for its annualgrowth rate in the CIS, whichhas exceeded 50 per cent per

annum over each of the last 6years clear evidence that thehigh quality of our services isappreciated by our clients.


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Minsk

Kyiv

Baku

Tbilisi

BishkekTashkent

Almaty

St. Petersburg

Moscow

Astana

Yuzhno -Sakhalinsk

Atyrau

Dushanbe

Ashkhabad

Bill Page

Leader CIS Oil & Gas Practice,Partner, Tax

[email protected]


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Deloittes Oil & GasIndustry Group

The oil & gas industry is a global business, and our firm has

extraordinary credentials in helping both local and multinational

companies.

We monitor industry trends closely and listen carefully to what our

clients tell us about their need to ensure that they receive sound and

timely advice. In many cases we are the first to identify issues and

opportunities. We serve clients at all stages of distribution chain,

including oil & gas explorers, producers, refiners, distributors and

service companies. We work regularly with relevant government

agencies and industry associations. This diversity provides us with a

well balanced perspective and a tremendous base of experience.

We have built up a substantial team of advisers with extensive

experience in the oil & gas industries, including with the upstream

service sector and midstream and downstream projects, LNG andgas storage.

Deloittes global team is comprised of dedicated financial and

operational consulting advisers, auditors, and tax and legal

specialists who provide comprehensive, integrated solutions

designed specifically for the oil & gas industry.

Our Moscow office is recognized as a center of excellence in oil &

gas and can offer clients a single point of contact to al l of Deloittes

services and our global office network.

Our services address the range of challenges facing the industry in

todays CIS. These services are particularly in demand as business

process redesign, restructuring, deregulation, market liberalization,

competition, the implementation of new technologies, and

environmental issues are forcing major shifts in the sector.

Deloitte participates globally in many industry organizations,

including:

Independent Petroleum Association of America (IPAA)

National Petrochemical & Refiners Association (NPRA)

Oxford Institute for Energy Studies

United Kingdom Energy Institute

United States National Petroleum Council

American Gas Association World Petroleum Congress

United Kingdom Oil Industry Accounting Committee

In the CIS we are active in many organizations including local

branches of the American Chamber of Commerce and the European

Business Association.

Petroleum Services Group

The Petroleum Services Group (PSG) is a unique element of our

energy and resources credentials.

By using our Information Solutions and Consultancy Services and

drawing upon the expertise of energy professionals, PSG is perfectly

placed to help you analyze the latest activity and understand the

trends shaping the industry.

Our industry expertise, extensive databases, economic modeling

framework and data management technology is helping companies

to gain greater market insight and competitive advantage in this

fast-moving global industry. Our global decision support tools are:

PetroAsset upstream oil & gas licenses worldwide, by company

and by country

Ignite! enables users to visualize and analyze the entire

European gas value chain.

PetroView the leading desktop Geographic Information System

for major areas of oil & gas activity

PetroScope an Excel-based financial model capable of

analyzing oil & gas assets across the globe.

PetroReports: a suite of products designed to bring you factual

information and analysis of upstream activities within the oil & gas

industry.

CIS Experience in the Oil & Gas Sector

Our experience in the CIS extends through the whole sector, including exploration and production, transportation, refining and

marketing and the gas industry. Our expertise also extends to oil field services and related engineering and construction.

Our experience in Russia and in other countries in the CIS is wide-ranging and comprehensive, and our clients include major

international and local enterprises. We have a thorough understanding of the local enterprises as well as the financial and accounting

environment in which they operate. This knowledge has been accumulated through intensive work with national companies as well as

with major inbound investors.


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Assurance and Advisory

Accounting assistance

Financial statement audit (IFRS, US GAAP & RAS)

Accounting system implementation and reorganization

Enterprise Risk Services

Internal audit services

Sarbanes-Oxley services

Control assurance

Internal control systems (ICS)

Risk Management

Corporate governance

Consulting Services

Cost accounting & cost management

IT systems strategy: selection & implementationOperational excellence

Corporate strategy

Performance improvement

CFO Services (Financial management)

Fast close (the financial close and reporting optimization)

Budgeting & planning

Supply chain

Tax Services

Corporate taxation

Production Sharing Agreements /other special petroleum taxes

Indirect tax and customs

International tax

Transfer pricing

Environmental taxes

Compliance services

Tax dispute resolution

Mergers, acquisition and disposal taxation services

Tax due diligence

Tax planning, structuring, optimization and modeling

Tax audits

Legal Services

Corporate registration, structuring and reorganization

Corporate liquidation and bankruptcy

Due diligence

Contract analysisAdvice and preparation of supporting documents on labor matters

Mergers, acquisitions and disposals

Financial Advisory Services

Corporate finance

Corporate reorganization

Due diligence

Valuation services

Transaction support

Mergers, acquisitions and disposals

Financial modeling

Project financing

Petroleum Services

Worldwide asset analysis, modeling and scoping tools

On-call service

Multi- client studies

Gas strategy

Portfolio strategy and analysisTransaction support

Economic modeling

Geographic information services

IPO services

Pre-IPO: IPO readiness assessment, IPO strategy development, IFRS

compliance, legal restructuring

IPO process: IFRS reporting, prospectus preparation, long form

report and working capital report preparation

Post-IPO: Implementation of best practices for corporate

governance, fast close implementation, information disclosure

policy development

Human Capital Services

Compensation & benefits

Human resources optimization

Performance management

Staff training

Deloitte Academy

IFRS academy

Risks academy

Academy of strategy & management

Academy of talent management

Executive education

The services we provide to companies in theOil & Gas sector in the CIS include:


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Assurance and AdvisoryServices

Audit

With more than 75 years in serving clients in the oil & gas industry,

we have the breadth and depth of professional resources to meet the

needs of the industry. In Russia, our resources team meets monthly

and is regularly updated by Russias leading companies on oil & gas

trends. Internally we continue to develop courses that all our auditors

undertake to better understand the operational aspects of theindustry.

Our firm has created a unique industry audit methodology for oil &

gas companies which allows us to support our clients operation, and

to serve the growing needs of local and international enterprises.

All our audit professionals use our global risk-based audit software.

The consistent application of our audit methodology enables Deloitte

to reduce both the time needed to complete our audits and the

workload of our clients staff.

Understanding Industry challenges

Oil & gas companies today face continued pressure to increase

production, decrease costs, maintain compliance with numerous

government regulations and standards and apply appropriate

Corporate Governance. This takes place in a dynamic business

Environment, where markets are uncertain, people are geographically

dispersed, the workforce is maturing, and collaboration and

teamwork is essential. The industry also faces a number of complex

accounting issues.

Accounting issues include:

Allocation of costs of finding, acquiring and developing reserves

Depreciation (amortization) of capitalized costs

The extent to which quantities and values of reserves, rather thancosts, should affect recognition, measurement and disclosure

How to define, classify, and measure reserves

Recognition of end of field and environmental costs

Understanding of license commitments

Service offerings:

Our in-depth knowledge of the accounting specifics of the oil &

gas industry, as well as valuable experience in auditing, allows us to

provide high value-added services, including:

Statutory and international audits

Accompanying services including the review of financial

statements prepared under IFRS, US GAAP or other localstandards

Transformation of financial statements to IAS or US GAAP or

other local standards

Assignments related to a specific audit area

Agreed upon audit procedures as part of special engagements

Development and implementation of internal control structures

Our Assurance and Advisory Services department encompasses not only

traditional audit services but a number of other value-adding services,developed to address our clients business needs within the local oil &gas environment.

Contact name

Colin Brown

Partner, Audit

[email protected]


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Risk Management

Good risk management is good management. Oil & gas organizations

that can demonstrate that they manage risk well, have a clear

competitive advantage, through an optimal allocation of scarce

resources, rather than wasting management time fighting spot fires

and dealing with surprises. They are better able to withstand volatility

in their operating environment and appreciate the many financial

benefits of actively managing risk.

Deloitte offers the following services:

Development of enterprise risk intelligence

Process development and implementation for identifying,

assessing, mitigating and monitoring risk

Management capabilities with core management processes

Internal Audit Services

Senior managements need for timely and reliable business intelligence

has never been so acute. Management must therefore be in control

of all aspects of the organizations operations from the beginning of

upstream activities, through to final downstream activities. They need

to be able to quickly spot areas of potential risk and deal with them

before they arise. A professionally run,

vigorous internal audit function can not only identify risks, it can also

uncover previously hidden opportunities that can make organizations

more successful.

Deloittes internal audit services include:

Outsourcing/co-sourcing of internal audit

Establishment of internal audit function

Strategic assessments and transformation of internal audit

functions

Occupational Health and Safety assessments

Internal controls evaluation & testingSOX effectiveness testing

Compliance, treasury, supply chain and other types of internal

audits

Capital Markets

Deloittes Capital Markets group within the CIS offers services and

expertise in the following areas:

Review and assessment of the organizations trading and treasury

risk management systems

Technical design of specific philosophies, structures, methods and

processes of financial risk management

Identification and assessment of risk exposuresTreasury risk management and assessments regarding the

efficiency of the Treasury function

Control Assurance Services

Deloittes experience shows that organizations involved in frequent

M&As such as those in the oil & gas industry often inherit an array

of new IT systems and infrastructure that must be aligned to the

existing systems in place. Deloitte can assist companies to assess

and evaluate risks associated with the design and effectiveness of

IT controls to ensure the critical IT systems deployed throughout the

organizations are secure, available, protected and are functioning in

accordance with the companys management intentions and industry

best practices.

Corporate Responsibility and SustainableDevelopment Services

Corporate and social responsibility is about how an organization

generates shareholder value, whilst responsibly managing its activities

and their impact. Recent events in the oil & gas industry have

highlighted the importance of managing this area effectively and

transparently.

Taking a holistic view of an organizations Corporate and Social

Responsibility involves consideration of an organizations practices and

performance across the business value chain; in relation to businessethics, human capital, responsible trading, community development

and environmental matters.

Enterprise Risk ServicesDeloittes Enterprise Risk Services (ERS) practice is a global leaderin helping clients manage risk and uncertainty in every facet oftheir organizations. We provide a broad array of services that allowclients around the world to better measure, manage, and control risk

to enhance the reliability of systems and processes throughout theenterprise.


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ERP Assurance Services

Enterprise Resource Planning (ERP) assurance services provide security

and integrity assessment services on integrated IT systems that

support corporate-wide business processes. Our ERS team helps

clients to mitigate risk exposures and assure control performance,

including maximizing the benefits provided by ERP technology

through pre and post-implementation reviews and ERP audits.

SarbanesOxley Section 404 Readiness Services

Sarbanes-Oxley (SOX) 404 Readiness Services assist oil & gas

companies to comply with Section 404 of the Sarbanes-Oxley Act of

2002. This provides CEOs and CFOs with increased confidence in the

companys internal control environment. SOX readiness services can

provide the following:

Training on the application of Sarbanes Oxley requirements

Documentation of existing business processes, risks and controls

Development and documentation of control objectives and related

controls

Provide recommendations for improvement of internal controls

Establishment of internal control self-assessment processes

Forensic and Dispute Services

Deloitte can assist clients to identify cases of financial fraud and otherunlawful actions. We estimate the extent of this fraud, minimize

the potential consequences, and develop management and control

systems aimed at preventing and detecting future fraud. Our

specialists assist clients in developing a reliable and effective corporate

management system that meets all current international requirements.

Deloitte Forensic Services in the CIS are part of the Deloitte European

Forensic Services network and provide expertise in four areas:

Forensic investigations

Business intelligence services and information support for

businesses

Counter-money-laundering services

Electronic information analysis (using Deloittes proprietary

DTective software).

Corporate Governance Group

Our Corporate Governance Group provides companies with the best

practices on applicable regulations for Corporate Governance and

with guidance for the Board of Directors and the Audit Committee.

We also help to implement Corporate Governance rules and/or

establish an Audit Committee within your organization and to

benchmark your organization against the best practices and standards

of Corporate Governance.

Our services include:Board roles and responsibilities

Risk Management and Internal Control

Transparency and Disclosure

Contact name

Joanna Declercq

Partner, ERS

[email protected]


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Consulting Services

In the CIS we provide active support to our clients in order to

improve their business. We provide a full range of services to

improve client performance across the entire organization.

Strategy

Deloittes strategy practice helps senior executives address their

organizations most complex and challenging business issues,

enabling them to achieve and sustain superior overall performance

and returns.

The work we do includes:Defining a corporate vision

Linking vision to tangible actions, objectives and goals

Market and competitive positioning

Industry analysis

Merger and acquisition strategies

Customer, product, pricing and channel strategy

Fundamental organization design and resource allocation

Portfolio and business unit positioning and restructuring

Strategic performance measurement and management

The linking of strategic and operational management and

processes

Turn-around and restructuring

Operational Excellence

Given our practical experience with best-in-class operators, we

understand the best practices in the oil & gas industry and can assist

you across a spectrum of operational improvement initiatives.

Loss management

We help our clients to define and implement methodologies that

help identify, categorize, report, analyze and eliminate losses.

Lifting costs

We help to define and measure lifting costs. Accessing best-in-class

benchmarks we help our clients develop methodologies to control

and reduce lifting costs and improve processes for enhancing

efficiency.

G&A costs

We help to measure, report, and reduce G&A costs in order to help

our clients achieve best-in-class results.

Maintenance of equipment

In a typical field with thousands of wells, there are tens of thousands

of pieces of equipment. Key practices we help our clients to develop

include: a sound maintenance strategy for each type of equipment,

good planning and logistics processes and a solid maintenance

system to track work and analyze results. The impact of using these

key practices is shown in improved ROA (Return on Assets).

Financial and management reporting

We help our clients to achieve best practice at drawing up flash

reports (with key financial and non financial indicators for top

management) very early in the month. Data should be consistent,

with the same figures used in the accounting as in the management

reporting. A key element in achieving this is our Fast Close

methodology that integrates processes, people and technology.

Procurement and logistics

To get the right material or service at the right time in the right

place requires best-in-class logistics practices. We have extensive

experience with all the tools and processes that improve operational

results through better procurement and more efficient warehousing.

CAPEX efficiency

Budgeting, planning and control aimed at understanding the actuals

versus budgets for:

time for project completion

costs

expected results (in the case of drilling, expected additional

production per well)

Our key offering in this area is support in implementing effectiveAFE (Authorization for Expenditures) procedures. This was designed

for and by upstream operations, thus covering all the complex

functionalities required by an activity that demands strict CAPEX

control.

Significant changes in the oil & gas sector call for significant adjustmentsto strategies, business processes and information systems. Often thisprocess of change gives rise to unique questions which can only besuccessfully resolved by highly-skilled professionals.


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Finance Function Transformation

The role of the Chief Financial Officer (CFO) has never been more

important or more broadly defined. The finance organization must

forge a proactive, value-added partnership that supports decision-

making throughout the company. The CFO and finance organization

must continually improve the entire corporations efficiency. To do

that, an integrated infrastructure must be developed to acquire and

manage your companys business information.

Our solution

Today, when missing a quarterly EPS estimate by a penny can drive

a companys value down 10% or more in one day, your reach now

extends far beyond the traditional reporting role. Responsibility for

managing corporate information resources rests with the CFO. The

CFO needs to gather, report, analyze and understand key business

drivers. With an overabundance of information coming from

multiple sources, the CFO must integrate and simplify information

gathering, analysis and delivery systems. One strategy capitalizes

on current IT infrastructure to create a single source, integrating

financial and operating information. Another reduces the finance

functions total cost by increasing the time spent on analysis versus

transactional processes. A third increases corporate performance

by improving core financial processes. Our thought leaders have

developed unique services addressing these strategies.

CFO Services is a set of Deloitte consulting services focused on the

needs of the CFO and the finance function. CFO Services:

Ensures development and implementation of finance

methodologies, processes and tools consistent with the

organizations business strategy

Brings extensive experience, deep industry perspective and

innovative ideas

Assists in identification of a finance strategy and vision to guide

the organization in achieving long-term effectiveness

Helps to ensure integrity in financial processes, systems and data;

Assists in transformation of financial and accounting processes

and helps to manage these changes effectively

Provides finance leadership for financial Enterprise Resource

Planning (ERP) engagements and ensures effective use of current

information infrastructure

Provides consulting capabilities within the Sarbanes-Oxley

environment

Human Capital Advisory Services

The purpose of our Human Capital Services is to drive our client

business performance by realizing the true potential of people and

deliver real gains to the bottom line by helping people develop.

We enable clients to lead and support significant organizational andchange initiatives, including mergers and restructurings, regulatory

programs, technology and process transformation projects. We

provide a range of learning and leadership services to improve

executive and employee performance.


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Organizational designCorporate change and organizational transformation

Technology and process adoption

Learning and development

Corporate culture assessment and implementation

Talent management

Workforce strategy

Knowledge management

Development of an efficient corporate governance system

Enterprise ApplicationsEnterprise applications, commonly known as Enterprise Resource

Planning (ERP) systems, are the backbone of a companys

information systems. They can standardize and integrate all business

processes, as well as facilitate collaboration between the clients,

their customers and business partners.

The Consulting practices at Deloitte member firms have strong

alliances with all the leading enterprise applications vendors.

Deloitte helps clients IT organizations solve various challenges

through the integration of technology. Our Technology Integration

practice is categorized into three primary levels:

SolutionsServices

Support

Our specific areas of expertise include:

SAP

Oracle JDE

Technology Advisory

Technology Integration

Technology is a valuable strategic business resource, but alone it

can achieve nothing. We work with our colleagues from various

practices to solve our clients business challenges and implement

practical solutions.

Our solutions and services portfolio help our clients to:

Establish technology as a key enabler of business strategy through

the development of pragmatic IT strategic plans;

Shape, build, integrate and deploy solutions to drive

business performance;

Help IT organizations to achieve best-in-class performance;

Deliver specific technology solutions to address new business

issues.

Our service portfolio includes the following main service lines:

IT Strategy & Management

Information Dynamics

Architecture & Infrastructure

Outsourcing Advisory

Contact name

Omar ItcoviciPartner, Oil & Gas

Consulting

[email protected]


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Tax Services

We offer a full range of tax solutions to help clients comply with the

regulations imposed by the tax authorities, minimize the numerous

tax liabilities confronting them, and deal effectively with the tax

authorities when disputes arise.

Oil & Gas Taxation

We have built a team of experts with specific experience in the oil &

gas industry. Our team is a combination of both local national staff

and international oil & gas specialists who are experienced in tax

and accounting for oil & gas companies, including the drafting and

negotiation of mineral extraction contracts and other petroleum taxregimes.

We provide high value-added services, including:

Consultation on corporate taxation issues (profits tax, property

tax, oil & gas industry taxes, etc.)

Corporate tax structuring support in negotiating the tax aspects

of Production Sharing Agreements, and consulting on existing

PSAs

Tax reviews of company activities and the identification of possible

approaches to tax optimization

Tax structuring for investment projects

Assistance in obtaining and using regional tax concessions

Tax risk management and tax compliance reviews

Development of tax accounting principles and systems

Tax audits and tax compliance

Preparation of companies for IPOs or other ways of fundraising

International Tax

We offer a variety of creative ideas that can help maximize tax

efficiency.

We can help you:

Minimize the tax burden on your business transactions and

operations

Understand and keep pace with international tax developmentsMake more effective foreign investment decisions

Maximize tax and operating benefits derived from business

restructuring

Develop sound policies to prevent or minimize adjustments and

penalties

Indirect Tax and Customs

Our team of indirect taxes and customs consultants specializes in

helping companies comply with the complex and rapidly changing

requirements for VAT, excise and customs duties in Russia and other

CIS countries.

Our services include:

Review of company activity from the point of view of indirecttaxes and customs legislation with the identification of risk areas

and the possible optimization of tax and customs payments

Analysis of contractual arrangements and related VAT, excise and

customs payments issues

Analysis of various customs regimes and their combinations

Managing projects for obtaining VAT and customs duties

exemptions related to the contribution of equipment to the

charter capital of a company

On-going consultation on the application of tax and customs

legislation

Transfer PricingTransfer pricing is a key tax issue that multinationals face both in

the CIS and abroad. Deloitte has developed extensive experience in

the area of transfer pricing, particularly within the Oil & Gas sector.

Our professionals focus on providing the full range of transfer

pricing services, from assessing risks to coordinating negotiations

with authorities. Our transfer pricing services are driven by a three-

pronged strategic approach to our clients needs.

Optimization

Identification of transactions subject to transfer pricing regulations

Assessment of potential tax risk exposure through the tax and

economic analysis of transfer pricing

Design of the most effective tax structures through acorresponding alignment of transfer pricing

Advice on transfer pricing methods and on improving transfer

pricing strategy

The Oil & Gas industry in the CIS is unique, and any tax planning needsto reflect this. Deloitte focuses heavily on the energy and resourcesindustries, and we are well positioned to advise our oil & gas clients ontaxation and tax optimization.


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Support

Proactive documentation of the arms length character of transfer

pricing

Functional and transactional analysis, comparable searches

Preparation and delivery of information related to transfer pricing

and of supporting documentation for the tax authorities

Legislative Tracking, transfer pricing alerts, technical seminars and

training for clients

Defense

Assistance in negotiation of Advance Price Agreements

Assistance in disputes with tax authorities, development of tax

and economic arguments, design and implementation of defense

strategies

Support in litigation on transfer pricing issues

Tax Dispute Resolution

Tax risks and challenges from tax authorities can significantly affect

business operations, and often the very existence of a business,in the CIS. Tax laws are full of gaps and ambiguities which can

adversely affect the development of your business.

Our tax dispute resolution team consists of highly qualified lawyers

specializing in tax laws and the settlement of tax disputes. Our team

possesses unique experience in the pre-court settlement of claims,

the preparation of cases, and representation in court during tax

disputes.

We provide the following services:

Tax advice in complicated legal situations (e.g. legal reclassification

of a transaction by the tax authorities, the tax consequences of

business structures, and recommendations for optimizing these

structures)

Pre-court settlement of tax disputes (legal support during

tax audits, preparation of objections to tax audits, and

representation during discussions of tax audit findings with the

tax authorities)

Representation in tax disputes in all types of proceedings

(development of a defense strategy, implementing measures

to prevent the collection of funds, the preparation of court

documents, and participation in court hearings)

Legal support for defending clients in disputes regarding activities

performed by the tax enforcement authorities

Mergers and Acquisitions

The M&A Tax Group for Deloitte CIS serves our clients in this

specialized and complex area. We work with a cross functional team

of corporate finance advisers, accounting specialists, due diligence

and legal specialists, and appraisers to ensure that all your issues are

covered seamlessly.

Within this service, we provide:

Tax due diligence for purchasers and vendor tax due diligence

Tax-based restructuring of target companies

Transaction structuring

Negotiation support for sellers or buyers

Post-acquisition restructuring

Optimizing the sellers financial and tax positions

Global Employer Solutions

Our Global Employer and Individual Solutions specialists will help by

providing:Assistance with home and host country tax compliance,

representation, and negotiations with tax authorities

Advice on various matters related to the employment of foreign

staff

Long-term and short-term remuneration structuring

Tax advice on personal income tax, payroll taxes and other

individual taxes

Advising private clients

Advice on developing or extending a global stock or pension plan

Compliance Services

Deloitte provides all accounting and tax accounting services. The

typical services we provide, among others, include:

Full accounting and tax compliance services

Reviewing tax declarations prepared by the client

Preparation and submission of statutory tax reports to the

authorities

Restoration accounting and compliance consulting services

Secondment of personnel and the recruitment of financial and

accounting professionals

Payroll services

Just-in-time compliance services

Contact name

Bill PagePartner, Tax

[email protected]


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Our Legal Services experts work in an integrated team with Deloittestax and corporate finance specialists to offer you effective assistance

in establishing and operating a business presence in Russia and

other CIS countries.

Corporate Services

Corporate consulting

Review/preparation of corporate documents

Corporate registration/accreditation

Reorganization, liquidation and bankruptcy

Legal due diligence

Corporate governance

Commercial Services

Contracts & distributionDistribution schemes, including the preparation of contracts for

distribution chains

Consulting on wholesale, retail (direct sales), e-commerce

Preparation/review of different types of contracts (sales/supply,

service, warehouse services, agency, transportation & freight

forwarding, pledges, etc.)

Consulting on transactions with the Russian state authorities

Intellectual propertyCoordination of patents, trademarks, and the registration of

service marks

Preparation/review of franchising and license agreements and

software license agreements

Consulting on protecting IP rights, know-how and commercial

secrecy, and structuring IP ownership

Preparation/review of confidentiality agreements

Information technology consulting

Real estate & constructionStructuring of transactions with real estate, including legal

consulting on matters related to the acquisition of ownership

rights for land and other real estate owned by the local or

national governments

Preparation/review of contracts (lease, sale, mortgage, etc.) forland and other immovable property

Due diligence of real estate transactions and rights to land plots

and other real estate

Legal support for construction projects, including the preparation/

review of construction contracts, and consulting on shared

construction

Oil & Gas Industry OfferingsConsulting on environmental and subsoil use regulations

Consulting on certification and licensing issues

Preparation/review of mineral extraction agreements, contracts for

public needs, transportation contracts, drilling and other service

contracts, etc.

Due diligence of oil & gas companies regarding their compliance

with the law

Labor Services

Employment contracts

Pensions

Work permits

Financial Services

Securities

Insurance

Banking

Currency control

Stock option plans

Legal ServicesA thorough understanding of the requirements of laws currently in forceis a must for a successful business. This is why the demand for highlyqualified lawyers in the CIS is constantly growing.

Contact name

Tatiana Gromova

Partner, Legal Practice, CIS

[email protected]


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Financial Modeling

Identifying value drivers is key to estimating the value of your

business. We offer you a financial modeling service that can help to

accurately assess the financial implications of existing and potential

drivers and to develop tailored optimization strategies.

Deloittes specialists have considerable experience in building

business models, which can address both general investment

analysis issues, as well as handle more specific tasks, such as:

Scenario and factor analysis of a project or a business;

Simulation modelling;Valuation analysis;

Monitoring operations and investment efficiency.

Our in-depth industry knowledge allows us to offer industry-focused

financial models, as well as a state of the art cost and factor analysis

and shareholder value diagnostics.

Financial Strategies andReorganizationWe help our clients develop integrated programs to enhance

their value. Our assistance involves the development of growth

strategies, entry strategies for new countries and industry

markets, exit strategies, reorganization plans, and other

comprehensive financial instruments to help create value and

marketability.

Due diligenceDue diligence allow for the pre-sale diagnostics of a companys

operations. Due diligence provides:

An in-depth understanding of the companys operations

Identification and analysis of transaction risks

Support when negotiating the sale/acquisition of the company

Financial Advisory ServicesDeloitte is one of the largest providers of financial advisory services inthe CIS and around the world. Our client base includes local and foreigncompanies and banks, financial and industrial groups, investment fundsand other investors. Our team of experienced professionals ensures the

highest quality of services.


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During a due diligence project, we focus not only on the analysis

of the companys assets and liabilities, and its operational results,

but also assess the existing and potential risks related to the

acquisition/sale of the company. Based on these valuations, we

indicate further steps to arrange the transaction and assist in its

effective structuring.

Mediation Services

Deloitte employs top professional consultants, and does not

become involved in corporate conflicts. This allows us to facilitate a

constructive dialogue between parties involved in a transaction or a

dispute to find mutually beneficial solutions.

Mergers, Acquisitions and CapitalRaisingWe provide full assistance in M&A transactions, representing both

buyers and sellers. Representation of the seller usually includespreparation of an information memorandum, financial modeling,

valuation of the business, a search for potential buyers, negotiation

of the basic transaction terms, the preparation of legal documents,

structuring, and closing the transaction.

When representing a buyer, we can evaluate the strategic rationale

for the acquisition of a target company, conduct valuation and

due diligence, assist negotiations, prepare legal documents, and

structure the transaction.

We can assist in selling a stake in a business, in structuring an exit

from the company for one or several shareholders, and in arranging

management buy-outs.

Deloitte also specializes in raising capital, including equity and debt

financing.

Transaction Services

An essential element of every transaction is the evaluation of critical

issues. We help clients determine the key financial and business

risks, the quality of assets, and the recurring cash flows of the

target. Our analysis can extend to the trading results of the target,

the historical analysis of sales, and cost trends.

After a financial investigation of the target, we provide a duediligence report with detailed analysis and a summary for decision-

making. We can continue assisting a client through the transaction

process and help formulate financial clauses for a purchase and sales

agreement.

We also offer a full scope investigation of the transaction, including

an assessment of the tax and legal matters where identified financial

risks will be an integral part of our report.

Valuation Consulting

Value is a complex, multifaceted concept that must be properly

quantified and articulated for financing, transactions, strategic

management, and taxation and legal issues.

Our international experience and knowledge of the CIS market

provide us with the scope to estimate the value of a business or real

estate for:

Sales and acquisitions

Restructuring

Financing

Joint venture management buy-outs and buy-ins

Initial public offerings

Litigation

Statutory purposes

Contact name

Gerard Uijtendaal

Partner, FAS

[email protected]


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Climate change is a global issue which demands a global response.

Today, many companies operate on a global basis and are looking

for a service provider with a global presence and that can interpret

the various regulations, opportunities, and constraints.

Climate change creates needs that cut across conventional service

offerings and companies can benefit from receiving integrated

services across audit, risk management, tax, consulting, and financial

advisory. Deloitte is not an investor, or traders in emissions markets,

and is in a position to give truly independent advice.

While climate change and renewable energy are relatively newtopics, Deloitte member firm practitioners have amassed a

substantial amount of experience. Services are provided around

the world in clean development mechanism (CDM) validation,

joint implementation (JI) determination, emissions verification,

assurance, strategic and tax advice for renewable projects, emissions

trading risk management, advice to governments on carbon policy

development, and more.

If your company needs assistance on a climate change topic, Deloitte

can help.

Climate Change &

Sustainable Resources

Contact name

Peter Burnie

Partner, Tax

[email protected]


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Deloitte Academy

Deloitte Academy is the leader in professional education in the

CIS. Our work is focused on the provision of professional expertise,

allowing our clients staff to acquire the competence essential for

their positions. By competence, we mean not only knowledge and

skills, but also the attitude to changes taking place in the company,

and the ability to make decisions and professionally assess situations

in accordance business requirements and ethical standards.

Deloitte Academy offers the following programs:

IFRS Academy

Leadership Academy

Academy of Talent Management

Academy of Risk ManagementAcademy of Strategy and Management

Our services include:

Support in preparing financial reports (IFRS/US GAAP

transformation, Fast Close)

Implementation of risk management systems

Strategy development and deployment

Developing future executives for companies

Talent management

Investment projects management

Development of the CFO function

Professional development programs

Deloitte Academy helps our clients change their thinking paths, transferknowledge, and support their corporate initiatives. We work with realpeople and use real cases, statements from companies, strategies andpolices.

Contact name

Evgeny Kaluzhny

Partner, Academy

[email protected]


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Deloitte and its member firms are committed to the highest levels

of ethics, integrity and quality. This is demonstrated by the member

firms business practices and client service standards, our leadership

behavior, and shared values.

We strive to do not only what is legal, but what is right. The staff of

Deloitte member firms has high professional and ethical standards

and demonstrates these standards every day through the delivery

of quality professional services. We understand that doing the right

thing means operating within the letter and the spirit of the laws

that govern our professions and the global marketplace.

Our Professional ReputationWe appreciate and sustain the trust placed in our firm by clients

and society, both locally and globally. The reputation we have

gained by carrying out our responsibilities to clients is the principal

foundation on which our services are based. It is our duty to ensure

that the trust we are given is always justified. The Shared Values

and Professional Ethical Principles that we have adopted and

strictly follow on a day-to-day basis help us to position our firm as

a global organization with one of the most recognized and trusted

professional reputations in the world.

Restrictions and Conflict Checks

You can be assured that Deloittes professional behavior always

adheres to the letter and the spirit of all applicable laws, regulations

and policies, including Deloitte Touche Tohmatsus professional

standards and the Sarbanes-Oxley Act.

Professional StandardsEthics, integrity and quality are at the core of all activities in whichDeloitte member firms are involved.


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Appendix 1Representative Projects in theCIS Oil & Gas Sector

Audit Projects

We were engaged by several large CIS oil & gas companies to

perform the statutory audit and audit of financial statements

prepared under US GAAP, IFRS, RAS, KAS and Canadian GAAP.

We were engaged by one of largest private Azerbaijan oil & gas

companies to perform PSA audits in Azerbaijan.

We were engaged to perform an audit of IFRS financial

statements for an oil & gas company operating in Western

Kazakhstan.

We were engaged to perform audits of financial statements,

prepared under US GAAP and KAS for an upstream company.

We also performed an analysis of the companys working chart of

accounts and chart of accounts according to US GAAP and their

mapping to each other.

ERS and Consulting ProjectsWe were engaged to conduct a two-year project for improving

internal controls for a major Russian oil company. This entailed

the review and assessment of internal controls over a number of

locations and processes identified as being material to the company.

We implemented a costing model for a major gas transportation

company.

We were engaged by a major Russian oil & gas company to

develop their Upstream ERP strategy. Our specialists provided an

analysis of best practices and international standards for upstream

applications, taking into account special Russian characteristics

and produced a 10 year roadmap and applications map for bothbrownfields and greenfields.

We are currently helping to prepare a Group Financial Template

(GFT) for a major Russian oil & gas company and our team is re-

designing financial and back-office business processes as

preparation for a future ERP implementation.

We were engaged to perform a Gas base line audit for a major oil

& gas company. The project was aimed to maximize contribution

to shareholders value through the optimization of gas resources.

Our specialists established a transparent, accurate, comprehensive

and reliable system of gas (physical and data flows) measurementand reporting throughout the company.

We are rendering financial and operating consulting for a major

Kazakh oil & gas company. Our team is re-designing budgeting

and planning processes, defining the lifting cost methodology in

order to benchmark the company against international best-in-

class operators.

We were assigned to develop new budgeting and costing

methods for a leading Kazakh oil company. We designed ABC

(Activity Based Costing), ABB (Activity Based Budgeting) and

CAPEX methodology. We also helped develop budgeting and

managerial accounting methodologies, defining requirements for

SAP.

We performed an Accounting Transformation Project (ATP) for a

major Russian oil & gas company which was designed to deliver

faster, more accurate and comprehensive financial information for

both internal and external needs.

We delivered consulting services to a gas company, regarding

the implementation of a uniform accounting policy and the

optimization of its business processes in Ukraine. The services

delivered will enable the company and other companies in the

group to optimize its business processes, develop the features

required for an ERP System and save the time necessary for its

implementation, as well as build up an efficient internal controlssystem.

Deloitte CIS works as an integral part of Deloittes global energy andresources practice.


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Tax Projects

Tax Planning and Structuring

We advised an international consortium on the optimum tax

structure for a proposed cross-border gas pipeline.

We advised a number of Russian and international oil companies

on the development of tax-efficient oil trading structures both

offshore and within the Russian Federation.

We advised a mid-sized oil & gas company on options to

restructure its existing structure by shifting the location of

its intermediate holding companies from tax havens to the

Netherlands. Our work included step by step support with respect

to the implementation of the project, obtaining the relevant

clearances and advance rulings from the tax authorities, assistance

with closing down companies which were redundant in the new

structure and support with tax authority audits of the transaction.

We provided tax advice to a cross-border oil pipeline operator

including reviewing the tax implications of a proposed quality

bank.

We assisted a US based company involved in a major oil & gas

project to resolve a controversial audit by the tax authorities. Thisincluded advising the client on a number of contentious points for

interpreting domestic tax legislation and the relevant double tax

treaty, working closely with the clients legal counsel to prepare

for litigation both in the domestic courts and at the level of the

Competent Authority, appointed under the US double tax treaty

and assistance to the client and its legal counsel in presenting the

case in a court.

We advised an integrated oil company on tax restructuring and

privatization strategy, including the efficient consolidation of

assets to attract investors and ensure successful privatization.

We assisted a major international oilfield service group on

evaluating and structuring the acquisition of a Russian oilfield

service business.

We provided assistance to the operator and shareholders of a

major CIS oil & gas project in relation to a proposed structure

for financing future investments. This included working closely

with internal counsel and external legal advisers to integrate

our proposed structure into the legal framework of the project,

detailed analysis of tax legislation and negotiations with the

authorities to resolve areas of uncertainty.

We assisted oil & gas companies to evaluate and structure

investments in oil & gas projects in Russia, Kazakhstan,

Turkmenistan and Azerbaijan.

We prepared for an international oil & gas company a

comprehensive analysis and description of the utilization of

production sharing agreements/contracts in Ukraine.


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Tax Negotiation Support

We have produced detailed procedural rules for the tax treatment

and tax administration of certain transactions proposed by a large

Kazakh oil production company. We have clarified and confirmed

with officials contentious points that could have caused undue

exposure for the client. We also represented our client during the

negotiations of the agreement with the Kazakh government.

We have been involved in the negotiation of subsurface use

agreements. Work performed included reviewing and redrafting

contracts, optimization of fiscal terms, support with financial

modeling and face-to-face negotiation with the relevant

Governments.

We assisted a large foreign investor in resolving issues with the

Kazakh government regarding the interpretation of its investment

contract including confirming application of the most favorable

investors regime.

Tax Due Diligence

We performed a variety of tax due diligence projects for local and

international clients, including focusing on transfer pricing issues.

We performed tax due diligence of the joint activity of twoupstream companies operating in Ukraine for the purposes of an

IPO.

At the request of international financial institutions we performed

tax and financial due diligence of one of the largest distributors

and retailers of petroleum products in Ukraine.

Tax Dispute Resolution

We acted for contractors in major Russian PSAs in a variety of

disputes regarding VAT, property tax and turnover tax concessions.

We acted on behalf of a major US oil field service companys

Russian branch in court in a multi-million dollar VAT withholding

dispute.

We acted for a Russian oil pipeline consortium and its regional

subsidiaries in Russian courts and with other authorities on a

variety of tax matters, including double tax treaty protection, cost

deductibility, VAT recovery and enforcing property tax concessions

for pipeline equipment.

We assisted a Russian oil major in reducing tax and tax-related

criminal prosecution risks resulting from corporate restructuring.

We provided extensive support to a number of our energy

sector clients in the Caspian Region in negotiating a successfulconclusion to protracted and aggressive audits by the tax

authorities.

Transfer Pricing

We provided tax and transfer pricing advice on cross-border

transactions and cost reduction strategies involving many

countries including Russia for a major international oil, gas and

power trader. We helped the client incrementally reduce costs

through tax planning ideas and provided additional support

regarding the validity of internally generated tax advice.


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We have examined the transfer pricing utilized by a large oil

producer to test if it is compliant with the Kazakh transfer

pricing regulations. Our professionals have also reviewed the

results of the two transfer pricing tax audits conducted by the

tax authorities. We have developed a defense strategy and

counterarguments for the client, collected supporting contracting

parties and third parties, prepared and successfully filed appeals in

the courts on behalf of the client.

We provided assistance to a major Kazakhstan oil exporter

to evaluate the impact of new transfer pricing rules on its

business model and develop documentation, pricing policies and

procedures to enable it to satisfy tax authority requirements.

Legal Projects

Legal Advice

We render consulting services for a major Russian oil & gas

company on a regular basis regarding corporate and commercial

law issues, subsoil use licenses, corporate approvals for major

transactions or related party transactions, currency issues, tax

issues and others.

We rendered consulting services for a large international oil

company regarding antimonopoly issues and carried out state

registration of the companys funds.

We provided extensive general tax and legal consulting on the

establishment of a legal presence of an international oil major in

Ukraine.

Due Diligence

We carried out legal due diligence on two companies to be

acquired by our client, a major Russian oil company. This project

included analyzing the legal compliance of the companies

foundation documents, and their corporate and management

structure. We also verified their licenses for subsoil use and rights

for use of the corresponding land. The engagement included

reviewing all of the target companies contracts.

We conducted due diligence of several Russian companies in

connection with the contemplated partial acquisition of gas

stations owned by them in the Russian Federation. We reviewed

the foundation documents of the target companies in order to

determine the corporate procedures required for disinvesting

assets. We established the target companies rights to assets

and land, checked their due registration and determined existing

mortgages.

We conducted legal due diligence on a Kyrgyz oil company, which

included mainly corporate and real estate issues, as well as the

financial obligations of the target and litigation.

FAS Projects

Due Diligence

We conducted financial due diligence on an upstream company

located in the Tyumen region. We reviewed the companys

financial position, capital expenditures, and related party

transactions. In addition, we advised our client on the export

regime for oil companies in Russia.

We conducted a comprehensive post-acquisition due diligence

over a recently acquired oil company. The key areas of

investigation were net debt, related party transactions, working

capital, tax status and compliance with mineral extraction licenses.

Financial Modeling

We developed a financial model and prepared investment advice

on the exploration and development of gas deposits and the

construction of processing facilities for a company in Russia.

We developed a detailed working capital model for a company

based in Russia in accordance with IFRS for auditors and banks.

We provided assistance to a major oil & gas company in

developing a financial model to help it evaluate and manage ajoint venture project in Russia.

We revised the financial model for an energy group based in

Ukraine, conducted sensitivity analysis and prepared forecast

financial statements under various scenarios.

Valuation

We provided valuation analysis of both upstream and downstream

operations of major companies for strategic decision making

purposes, for share swaps and minority shareholder buyouts.

We valued all tangible and intangible assets of a major oil & gas

company for financial reporting purposes, for acquisition purposes

and for the purpose of charter capital contributions.

We performed an asset valuation of a gas-processing plant for

asset swap purposes.

We performed a valuation of a start-up oil producing company

with the emphasis on project risks, scenarios and sensitivity

analysis.

We performed a business valuation of several oil & gas producing

companies for strategic/investment planning purposes in order

to estimate the fair price payable for a majority stake.

We performed representation services: financial model

development, information memorandum preparation and

executive presentation as a part of Deloittes overall task to clarify

investment concepts and prepare documentation to raise EBRD


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financing for the construction of a large gas processing plant in

the Russian Far East.

Advisory

We provided financial advisory services for the Ministry of

Economic Development of one of the CIS states regarding the

privatization of its natural gas distribution network.

We provided financial advisory services for an oil companys debt

restructuring program.

Climate Change & SustainableResources Projects

CDM-JI projects

We assisted in the development of a pilot project to upgrade a

rural electricity distribution system. In addition to finalizing the

Detailed Project Report, analyzing risks, and preparing a financial

analysis.

A subsidiary of the Deloitte member firm in Japan, Tohmatsu

Evaluation and Certification Organization (TECO), is accreditedas a U.N. Designated Operational Entity under the Clean

Development Mechanism (CDM).

Emissions trading risk management

We develop and document transacting processes and internal

controls for enterprises that transact emissions allowances;

assessing existing internal controls relative to leading practices.

We conducted risk assessment and implementing risk

management infrastructure for start-up bio-fuel companies.

Strategy and tax advice for renewable projectsWe provided financial analysis support to an offshore wind

farm. The advice included the development of a complex project

financial model which was used to evaluate alternative financing

options, including separate funding for the construction and

operational phases and assessing the impact of the project on the

parent companys financial statements.

We provided support to a bio-methane producer who needed

to un-derstand the potential tax opportunities and challenges

associated with constructing new facilities outside its traditional

markets.

We assisted an agriculture co-op to prepare an independentanalysis of an ethanol terminal investment opportunity. A

market analysis was prepared and three demand scenarios were

developed for ethanol production. A competitive analysis of other

ethanol terminal investments in the target region was provided.

A high level analysis of potential margins for the client across the

supply chain was provided.

Emissions trading risk management

We developed and implemented an international structure

to minimize global taxes associated with a CDM project to

reduce emissions from multiple factories in the Middle East.

The engagement involved the evaluation of all potential income

flows, including the receipt of carbon credits, the development

of an efficient international structure, and the provision of

advice regarding corporate governance, treasury functions, and

accounting controls and reporting.

Emission verifications

Verification of emissions under the EU ETS. Member firms in

France, Germany, Hungary, and Austria are accredited and

conduct hundreds of emissions verifications each year.

We conduct verifications, establishment of baselines, and

assistance in reducing companies carbon footprints in markets

which do not yet have mandatory limits.

Assurance

We conduct risk assessments and assurance of energy and climate

policies, practices, and performance under international auditing

and assurance standards (IAAS).

Deloitte Academy Projects

We supported a program to transform financial reporting for

a major Russian oil company. Our experts participated in the

elaboration and delivery of programs on International Financial

Reporting Standards, comparison of IFRS and Russian Accounting

Standards and the new processes implemented in the project.

They also participated in developing and drawing up the notes to

the Unified Chart of Accounts for the groups companies.

Deloitte Academy conducted a seminar on IFRS for a large oil &

gas company.

We helped one of the major oil & gas companies to develop the

strategic potential of its executives. The program was developed

after an in-depth study of the current level of the participants

knowledge and skills. We based our solution on the individual and

group evaluation of the professional level of the executives with

high potential.

We develop a program methodology and delivered a testing and

training program to create within a major oil & gas companyawareness of its standard Integrated Risk Management System in

order to develop a common understanding of risk management

terminology and to clarify the necessity of identifying, assessing

and responding to risk environments.


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Deloitte has nearly 200 partners in the CIS Region and many of these areregularly involved in serving oil & gas companies. Here are a selection ofour most experienced specialists.

Bill Page Partner, CIS Oil & Gas Practice Leader, Tax

Bill Page is in the leader of CIS Oil & Gas practice and a Partner in the Tax & Legal Services department. He is a

tax professional with over 20 years experience. Bill has been working in the tax sphere since 1986, including 9

years in the CIS. Bill has extensive experience in the development and implementation of tax strategy and tactics

for multinational energy companies, the negotiation of hydrocarbon contracts, the management of due diligence

and tax reviews of target companies for foreign investors, and the management of various financing and business-

related issues, including the optimization of trading operations for energy and resources companies. Bill has alsoworked extensively with construction and oilfield service companies, providing advice on cross-border transactions

and support in negotiating with local tax authorities, and helping clients involved in litigation on tax issues. Bill is the former co-chairman

of the tax working group of the Kazakhstan Foreign Investors Council and the former chairman of the tax working group of the American

Chamber of Commerce in Kazakhstan. He is a regular speaker at international conferences and has served as a director of the International

Tax and Investment Center (ITIC). Bill is a graduate of Oxford University and prior to joining the accounting profession in 1989, was a tax

inspector with UK Inland Revenue.

Justin Bancroft Partner, Energy & Resources Leader, West Region, Audit

Justin has more than 19 years of professional experience, the last 12 of those with Deloitte. He is the practice leader

of the Energy & Resource Industry Group in Ukraine and Belarus and has provided audit and advisory services to

both multinational and domestic companies in the region. Over the past 19 years, Justin has worked throughout

Central and Eastern Europe and in the United States. Justin has extensive experience in consulting on organisational

restructuring and increase of work effectiveness, development and presentation on technical training to audit staff

and client personnel regarding audit and accounting standards, internal control systems and procedures, audit

quality control methods, analyses of financial statements and data, preparation of financial statements in accordance

with IAS and US GAAP, organizational restructuring. he is a Certified Public Accountant and Internal Auditor.

John McIntyre Partner, Energy & Resources Leader, Caspian Region, Tax

John McIntyre joined the Deloitte tax practice as a Partner in June 2007 after a career of over 30 years in

International and Australian taxation specializing in the resources industry. Prior to joining Deloitte, John has held

the Head of Tax positions at Exxon Mobil Australia and M.I.M. Holdings (Mt. Isa Mines) and has both a technical

appreciation of and corporate perspective on the application of domestic and international tax regimes to the oil and

gas and general mining industries. Earlier in his career, John was a Director at one of Big Four firms in Melbourne,and more recently a Consultant to Clayton Utz, Solicitors, Melbourne, with emphasis on advising clients in the

resources industry.

Appendix 2Our Leading Specialists

Industry Group Leaders


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Industry Group Leaders

James Balaschak Managing Partner, CIS Energy & Resources Leader CIS Client &Industries

James Balaschak is the Partner in charge of the Energy & Resources industry group for Deloitte & Touche CIS. He

has extensive experience in international market development and creation of business plans for global markets,

including Russia and the CIS, Eastern Europe, Asia, South America and the Middle East. Jim came to Deloitte &

Touche from the position of Managing Director at Teledyne Corporation where he was responsible for all of the

Companys operations, business planning and expansion activities throughout Russia and the CIS. Jim has published

extensively in professional journals and holds several US and international patents. He is frequently invited to speak

at high profile events and was the Chairman of the American Chamber of Commerce in Russia in 2000-2001. He

holds an MBA in Economics and Finance.

Bill Page Partner, CIS Oil & Gas practice leader, Tax

Bill Page is Deloittes leader in the CIS Oil & Gas practice and a Partner in the Tax & Legal Services department. He

is a tax professional with over 20 years experience. Bill has been working in the tax sphere since 1986, including

8 years in the CIS. Bill has extensive experience in the development and implementation of tax strategy and tactics

for multinational energy companies, the negotiation of hydrocarbon contracts, the management of due diligence

and tax reviews of target companies for foreign investors, and the management of various financing and business-

related issues, including the optimization of trading operations for energy and resources companies. Bill has also

worked extensively with construction and oilfield service companies, providing advice on cross-border transactions

and support in negotiating with local tax authorities, and helping clients involved in litigation on tax issues. Bill is the

former co-chairman of the tax working group of the Kazakhstan Foreign Investors Council and the former chairman of the tax working

group of the American Chamber of Commerce in Kazakhstan. He is a regular speaker at international conferences and is currently a director

of the International Tax and Investment Center (ITIC). Bill is a graduate of Oxford University and prior to joining the accounting profession in

1989, was a tax inspector with UK Inland Revenue.

Justin Bancroft Energy & Resources Leader, West, Audit

Justin has more than 19 years of professional experience, the last 12 of those with Deloitte. He is the practice leader

of the Energy & Resource Industry Group in Ukraine and Belarus and has provided audit and advisory services to

both multinational and domestic companies in the region. Over the past 19 years, Justin has worked throughout

Central and Eastern Europe and in the United States. Justin has extensive experience in consulting on organisational

restructuring and increase of work effectiveness, development and presentation on technical training to audit staff

and client personnel regarding audit and accounting standards, internal control systems and procedures, audit

quality control methods, analyses of financial statements and data, preparation of financial statements in accordance

with IAS and US GAAP, organizational restructuring. He is a Certified Public Accountant and Internal Auditor.

Appendix 2Deloitte Leading

James Balaschak Partner, CIS Energy & Resources Leader

Jim Balaschak is Managing Partner, Clients & Industries CIS, and CIS Leader, Energy & Resourses. He has extensive

experience in international market development and creation of business and market entry plans for global markets,

including Russia and the CIS, Eastern Europe, Asia, South America and the Middle East. Jim is currently serving a

number of large clients in the oil & gas and energy sector. Since 2003, he has been the Lead Client Service Partner

for TNK-BP. Jim has published extensively in professional journals and holds several US and international patents. He

is frequently invited to speak at high profile events.

Tax, Russia

Peter Burnie Partner, Tax

Peter Burnie is a tax partner within Deloittes Energy and Resources group in the CIS, and is based in Moscow. His

career includes time spent in Australia, South East Asia and more than 8 years in the CIS being based in Russia and

the Caspian. Throughout his career, he has worked with variety of energy and resources companies in the oil and

gas and mining sectors. As such he has extensive experience in advising on the tax aspects of a range of special tax

regimes applicable to extractive industries around the world. Peter has also led teams in a range of cross border due

diligence and tax review assignments. In addition, he has worked on the privatization of the power sector in the CIS

and continues to advise foreign investors in the sector. More recently, Peter has led the Climate Change practice for

the CIS with an emphasis on assisting companies in understanding the significant implications and opportunities arising from regulatory

developments in this arena.

Andrey Panin Partner, Tax

Andrey Panin is the partner in charge of the Deloitte Yuzhno-Sakhalinsk office. He is responsible to provide tax and

legal services to clients operating in Sakhalin and Russian Far East and manages a team of tax and legal professionals

working in our Yuzhno-Sakhalinsk office. Andrey started working for one of the Big Four audit and consulting firm

in 1995 and joined Deloitte in 2005. He has more than 12 years of experience in consulting companies operating on

the Russian and CIS energy and resources market. In the course of his career Andrey was responsible for consulting

major international and Russian companies in the area of Russian and international tax planning and tax optimization

(including issues related to operations under Production Sharing Agreements in Russia and CIS countries), structuring

of operations and establishment of business, cross border and domestic transactions, specific oil & gas tax regulations, as well as disputes

with tax authorities. Andrey graduated from the Moscow State University and holds a degree in Economics.


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Sergei Voropaev Partner, Tax Dispute Resolution

Sergei Voropaev, the leader of Deloittes Russian Tax Dispute Resolution Practice, is a tax professional with over 14

years of experience. Sergei started practicing tax law in 1993. He has unique experience in representing clients in

Russian courts and in discussions with the authorities regarding Russian and international tax issues in a variety

of industries. He has particularly extensive experience of advising and representing Oil & Gas companies including

companies operating in Russia under PSAs. Sergei also advises clients on reducing their tax and public liability risks in

complex transactions, operating structures and tax criminal prosecution. He has been involved in drafting legislative

acts in the spheres of Russian tax and tax criminal law, as well as in rendering expert opinions for Russian high court authorities on tax

matters. Sergei has Masters degrees in economics and law from Moscow State University. He is a member of the Moscow Bar.

Svetlana Meyer Partner, Global Employer Services

Svetlana has specialized in various aspects of individual taxation, employment structuring and compensation and

incentives planning for more than 9 years. She has worked for a major professional services firm in London, and

has extensive experience in international tax law. She has a very deep understanding of the personal tax issues

of expatriates employed by Oil & Gas companies and oil services firms throughout Russia and manages the local

delivery of expatriate tax services to Shell and Exxon Mobil amongst others. Svetlana has a Masters degree from St.

Petersburg State University.


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Audit, Russia

Natalia Golovkina Partner, Audit

Documents

Expertise With Energy