ISSUER S PROSPECTUS FOR ORGANIZING TRADE ON STOCK EXCHANGE

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Philomena Wheeler
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According to the Law, the Issuer shall be responsible for accuracy of information given in this Prospectus and other forms of public announcements with regard to issuing of and trade in issued

1 According to the Law, the Issuer shall be responsible for accuracy of information given in this Prospectus and other forms of public announcements with regard to issuing of and trade in issued securities. Belgrade Stock Exchange shall not check the accuracy of data submited by the Issuer. ISSUER S PROSPECTUS FOR ORGANIZING TRADE ON STOCK EXCHANGE Web page address the main Issuer s Prospecuts has been placed on (form and content whereof has been prescribed by the Securities Commission s rules) Prospectus submission date: Date of the last change to Prospectus: SYMBOL: NIIS 1. Main identification data: Društvo za istraživanje, proizvodnju, preradu, distribuciju i Full Issuer s name promet nafte i naftnih derivata i istraživanje i proizvodnju prirodnog gasa Naftna industrija Srbije a.d. Novi Sad Issuer s Legal status Open joint stock company Narodnog fronta 12 Address Novi Sad Srbija Web address Date of incorporation Registration number to the court Registry BD Company ID number Tax Identification number Vojvodjanska banka a.d. Erste bank a.d. Novi Sad Banca Intesa a.d. Beograd Alpha bank Srbija a.d. Beograd Accounts and banks holding the accounts Piraeus banka a.d. Eurobank EFG a.d. Beograd Moskovska banka UniCredit bank a.d. Beograd Core activity code Core activity Extraction of crude petroleum Name of the Director Kirill Kravchenko Contact person Marija Djosovic Telephone 011/ Fax 011/ marija.djosovic@nis.rs Corporate agent Vojvodjanska banka AD Novi Sad

2 2. Income statement IFRS (in thousand RSD): INCOME AND EXPENSES: TOTAL INCOME 171,821,720 Operating income 158,847,026 Sales revenue 159,051,572 Own work capitalized 480,094 Increase in inventory 281,492 Decrease in inventory 1,344,030 Оther operating income 377,898 Financial income 9,764,905 Other income 3,209,789 TOTAL EXPENSES 168,360,999 Operating expenses 155,433,531 Cost of goods sold 52,528,963 Cost of material 67,216,424 Cost of salaries, fringe benefits and other personal expenses Cost of depreciation, amortization and provisions 16,036,521 8,675,391 Other operating expenses 10,976,232 Financial expenses 7,784,811 Other expenses 5,142,657 PROFIT (LOSS) FROM REGULAR OPERATIONS BEFORE TAXATION NET GAINS (LOSS) FROM DISCONTINUED OPERATION 3,460,721 PROFIT (LOSS) BEFORE TAXATION 3,460,721 TAX ON PROFIT Tax expense for the period 592,865 Deferred tax expense for the period Deferred tax income for the period Personal earnings/salaries paid to employer Net profit Net profit belonging to minority shareholders Net profit belonging to owners of parent company I EARNINGS PER SHARE 1. Basic earnings per share 2. Diluted earnings per share

3 3. Balance sheet Assets IFRS (in thousand RSD): АSSETS: TOTAL ASSETS 162,696,639 Non-current assets 108,151,875 Subscribed capital, unpaid Goodwill Intangible assets 3,021,837 Property, plant, equipment and biological assets 96,843,356 Long-term financial investment 8,286,682 Investment in capital 4,305,285 Other long-term financial investments 3,981,397 Current assets 54,544,764 Inventories 30,322,007 Non-current assets held for sale and discontinued operation Short-term receivables, investments and cash 24,222,718 Deferred tax assets 39 Operating assets 162,696,639 Loss above equity Off-balance sheet assets 43,947,429

4 4. Balance sheet Liabilities (in thousand RSD): LIABILITIES TOTAL LIABILITIES 162,696,639 Equity 81,168,045 Basic capital 87,128,024 Subscribed capital, unpaid Reserves 484,601 Revaluation reserves 275,984 Retained earnings 3,205,707 Loss 9,926,271 Treasury shares Long-term provisions and liabilities 81,528,594 Long-term provisions 8,778,189 Long-term obligations 12,922,652 Long-term borrowings 12,751,908 Оther long-term liabilities 170,744 Short-term liabilities 55,257,061 Short-term financial liabilities 13,056,524 Liabilities derived from noncurrent assets held for sale and discontinued operation Operating liabilities 31,879,359 Other short-term liabilities 3,888,903 Value added tax and other duties payable and prepayments 5,839,410 Income taxes payable 592,865 Deferred tax liabilities 4,570,692 Off-balance sheet liabilities 43,947,429

5 5. Balance sheet - Assets - change of IAS 39 and IFRS 7 (in thousand RSD): АSSETS: TOTAL ASSETS 160,606, ,051, ,127, ,704,126 Non-current assets 112,752,770 95,734, ,326, ,188,695 Subscribed capital, unpaid Goodwill Intangible assets 5,453,480 4,792,744 4,835,761 4,779,504 Property, plant, equipment and biological assets 96,938,045 84,632,483 99,407, ,443,802 Property, plant and equipment 96,199,092 84,132,509 98,014, ,014,884 Capital investment 738, ,974 1,393,170 1,428,918 Biological assets Long-term financial investment 10,361,245 6,308,933 4,083,021 3,965,389 Investment in capital 4,063,090 2,918,864 2,578,753 2,583,240 Other long-term financial investments 6,298,155 3,390,069 1,504,268 1,382,149 Current assets 47,854,205 48,317,155 63,995,754 82,710,527 Inventories 24,525,882 23,056,296 33,999,967 42,180,126 Non-current assets held for sale and discontinued operation 135,649 Short-term receivables, investments and cash 23,328,323 25,125,210 29,995,787 40,530,401 Receivables 14,418,686 11,390,933 12,945,719 21,866,939 Income Tax receivables 507,352 41,689 Short term investment 2,645, ,839 2,513,880 2,043,979 Cash equivalents and 3,989,794 8,671,501 10,595,830 13,230,463 cash VAT and accruals 1,767,149 4,145,248 3,940,358 3,389,020 Deferred tax assets 4,804,904 4,804,904 Operating assets 160,606, ,051, ,127, ,704,126 Loss above equity - Off-balance sheet assets 106,528, ,211,899 88,793,346 84,597,244

6 6. Balance sheet Liabilities change of IAS 39 and IFRS 7 (in thousand RSD ): LIABILITIES: TOTAL LIABILITIES 160,606, ,051, ,127, ,704,126 Equity 69,981,542 32,283,167 47,018,714 68,420,912 Basic capital 87,128,024 87,128,024 87,128,024 87,128,024 Subscribed capital, unpaid Reserves 889, , , ,424 Revaluation reserves 60, Unrealized gains on securities 136, ,243 48,417 46,690 Unrealized losses on securities 33,169 28,172 49,236 58,128 Retained earnings 16,484,381 37,897,225 Loss 18,200,280 55,836,391 57,482,335 57,482,335 Treasury shares Long-term provisions and liabilities 86,810, ,836, ,649, ,418,731 Long-term provisions 7,846,215 16,040,464 18,501,540 18,422,144 Long-term obligations 12,340,006 40,653,678 48,927,154 49,444,398 Long-term borrowings 12,248,861 34,733,451 26,645,540 23,243,814 Оther long-term liabilities 91,145 5,920,227 22,281,614 26,200,584 Short-term liabilities 66,623,831 53,141,990 61,221,058 65,552,189 Short-term financial liabilities Liabilities derived from non-current assets held for sale and discontinued operation 47,407,595 18,566,832 21,805,638 17,341,195 Operating liabilities 11,655,148 23,367,446 24,944,688 34,433,473 Other short-term liabilities 4,031,732 3,884,567 6,394,456 6,034,532 Value added tax and other duties payable and prepayments 3,369,927 7,323,145 7,456,869 7,234,379 Income taxes payable 159, , ,610 Deferred tax liabilities 3,815,381 1,932,016 1,458,535 1,864,483 Off-balance sheet liabilities 106,528, ,211,899 88,793,346 84,597,244

7 7. Income statement- change of IAS 39 and IFRS 7 ( in thousand RSD ) INCOME AND EXPENSES: OPERATING INCOME 169,223, ,275, ,539,523 87,529,759 Sales revenue 168,458, ,375, ,148,850 83,057,785 Own work capitalized 694, ,015 2,906,606 1,356,198 Increase in inventory 5,357,982 2,983,189 Decrease in inventory 225,751 1,195, Оther operating income 296, , , ,587 ОPERATING EXPENSES 164,244, ,375, ,349,664 70,756,394 Cost of goods sold 39,400,747 6,008,675 5,384,481 5,933,319 Cost of material 93,188,785 68,609,999 95,345,034 44,592,864 Cost of salaries, fringe benefits and other personal expenses Cost of depreciation, amortization and provisions 14,087,407 19,834,025 21,269,895 10,026,035 6,914,861 13,951,527 8,383,146 3,757,377 Other operating expenses 10,652,354 11,971,665 12,967,108 6,446,799 OPERATING PROFIT 4,979,619 26,189,859 16,773,365 OPERATING LOSS 2,100,706 Financial income 8,524,544 11,121,612 6,311,641 7,999,286 Financial expenses 18,927,262 15,878,008 19,112,780 2,261,011 Other income 8,525,742 5,858,173 5,204,757 2,323,248 Other expenses 11,013,671 38,520,547 6,555,506 1,994,762 PROFIT FROM REGULAR OPERATIONS BEFORE TAXATION 12,037,971 22,840,126 LOSS FROM REGULAR OPERATIONS BEFORE TAXATION 7,911,028 39,519,476 Net gains from discontinued operation Net loss from discontinued operation PROFIT BEFORE TAXATION 12,037,971 22,840,126 LOSS BEFORE TAXATION 7,911,028 39,519,476 Tax on profit Tax expense for the period 111, ,975 1,021,333 Deferred tax expense for the period 405,949 Deferred tax income for the period 1,883,365 5,278,385 Personal earnings/salaries paid to employer NET PROFIT 16,484,381 21,412,844 NET LOSS 8,022,615 37,636,111 Net profit belonging to minority shareholders Net profit belonging to owners of parent company EARNINGS PER SHARE 16,484,381 Basic earnings per share Diluted earnings per share -

8 8. Factories/Plants: Name of the Location plant Pancevo Refinery Novi Sad Refinery Plant for preparation and transport of oil and gas in Elemir Plant for production of the drinking water Jazak Pancevo, Spoljnostarcevacka 199 Novi Sad, Put Sajkackog odreda 4 Elemir Proleterska bb Production area in m² Warehouse area in m² Office area in m² Other space area in m² Number of employees 165, ,127 1, ,274 2, , , Jazak 2, Other facilities: Facility name Location Purpose Petrol stations in total 536 facilities Storages, warehouses, deposits 67 facilities Buildings, business premises 654 facilities Energy facilities 217 facilities Other facilities 794 facilities IN TOTAL 2,268 (with plants from point 8) Reservoirs 360 reservoirs Roads 420 roads Pipelines pipelines 511; outside the territory of RS ; outside the territory of RS ; outside the territory of RS ,231; outside the territory of RS ,191 **REMARK 2. For point 14 NIS ownership right 201; NIS usage right 160; NIS possession right 7; Third parties rights 21; Not registered right 147 NIS ownership right 28; NIS usage right 23; NIS possession right 6; Third parties rights 6; Not registered right 4 NIS ownership right 351; NIS usage right 52; NIS possession right 41; Third parties rights 22; Not registered right NIS ownership right 60; NIS usage right 4; NIS possession right 17; Not registered right 136 NIS ownership right 402; NIS usage right 128; NIS possession right 37; Third parties rights - 22; Not registered right 205 NIS ownership right 1,042; NIS usage right 367; NIS possession right 108; Third parties rights 71; Not registered right NIS ownership right 277; NIS usage right 11; NIS possession right 39; Third parties rights 6; Not registered right 27 NIS ownership right 48; Third parties rights 1; Not registered right 371 NIS usage right 4; Third parties rights 1; Not registered right 1,185 Surface area in m² Number of employees 2,141,729 9,731

9 Complexes 84 facilities Wells 1,303 wells 84 1,303 NIS ownership right 83; Not registered right 1 NIS ownership right 182; NIS possession right 1; Not registered right 1, Representative offices: Affiliation Location Surface area in m ² Number of employees Branch NIS a.d.-nis NAFTAGAS Balkanbat Turkmenistan 1, NIS a.d. Novi Sad Moscow, Russian Federation NIS a.d. Novi Sad NIS NAFTAGAS Luanda, Angola 16 1 Branch office NIS a.d. Novi Sad I Nojabrsk NIS a.d. Novi Sad Nojabrsk, Russia Federation - - Brussels, The Kingdom of Belgium Land: Location Purpose Surface area in ha **REMARK 2. for point 14 Land (constructed and non constructed) 2,760 in total, 2,759 in the Republic of Serbia and 1 outside the territory of the Republic of Serbia NIS ownership right 492; NIS usage right 2,023; NIS possession right 14; Third parties rights 217; Not registered right ,269, In rem securities over the property 1.) Lien over real property (lots /1 and 11179/1 in the property sheet 539, Cadastral Municipality Srbobran - Atar) resolution no.323/70 as of 8 April 1970, mortgaged good in the value of RSD 461,635.02, secured claim RSD 1,500.00, creditor Municipality Srbobran, Trg Slobode 2.

10 13. Securities data: Shares data Number of issued securities 163,060,400 CFI code ESVUFR Type and class of securities Ordinary, regular voting shares The right to access legal and other documents and information of the company; the right to participate in the shareholders assembly; the right to vote at the shareholders assembly based on the principle that one share gives the right to one vote; the right to dividends payment, after full payment of dividends payable on preferential shares; the right Rights attached to shares to receive a distribution on liquidation surplus deriving from liquidation of the company, after the claims of creditors and holders of any preferred shares have been satisfied; pre-emptive rights to acquire newly-issued shares and convertible bonds; the right to dispose of all types of shares in accordance with the Law. ISIN number RSNISHE79420 Nominal value Share book value Date of dividend payment... Net amount of dividend per share Shareholders book is available on Central Securities Registry webpage Data on debt securities Number of issued shares Designation Type and class of securities Start date of primary trading End date of primary trading Date of entry into owners accounts Due date by days Maturity date CFI code ISIN number Nominal value of securities Total value of issue Interest rate Method of interest calculation Price from primary sale Other characteristics of the issue Warrant data Number of issued securities Designation Type and class of securities Security that warrant refers to Parity Price performance

11 Balancing Type of derivatives Type of performance Date of entry on owners accounts Maturity date CFI code ISIN number Primary trade price Other warrant characteristics

12 14. Issuer s notes: Method of calculating share book value Data on securities issued in the current year Data on shares not available to trading Method of covering loss Investment of the company in the capital of other legal entities: company name, % of investment in the total capital Name of authorized auditor Auditor s opinion If some issues are not included in the above items of this Prospectus, which are significant for understanding legal, finance and yield position of the Issuer, as well as for its securities value assessment. The issuer may state them here and explain them. Total assets are reduced for the amount of loss above the amount of capital and the amount of long-term reservations and obligations as well as the amount of deferred tax (if not contained in the amount of long-term reservations and obligations) and then divided with the total number of shares of the issuer. On 30 June 2011 share book value of share amounts to RSD Board of Directors has adopted the Decision on allocation of profit for 2010, according to which the profit is allocated to cover losses carried forward from previous years. O Zone a.d. Belgrade %; NIS Oversiz o.o.o. Moscow %; NIS OIL Trading Gmbh, Frankfurt am Main 100,00% (on 19. July 2011 the liquidation procedure was completed on the basis of the founder s decision issued in 2010); JADRAN NAFTAGAS d.o.o. Banja Luka 66.00%; JUBOS d.o.o. Bor - 51,00%; NIS SVETLOST d.o.o. Bujanovac 51.32%; OOO SP RANIS, Russian Federation 51%; EUROL International Bermuda ltd 50.00%; PINKI ZEMUN a.d. Beograd Zemun 48.7%; PROKONS d.o.o. Subotica 20.15%; MACO NAFTA DOO Skopje - 49%; LINDE GAS SRBIJE a.d. Becej 12.44%; RTV POLITIKA doo Beograd in bankruptcy proceedings 13.07% (according to data published on the web page of Business Registers Agency, ownership interest of NIS a.d. Novi Sad in share capital of RTV Politika doo amounts to 10.03%. According to the confirmation received in 2008 from RTV Politika doo, ownership interest of NIS a.d. Novi Sad in share capital of RTV Politika doo amounts to RSD 23,685,000, i.e %, and according to the confirmation from 2009 the amount of the ownership interest in the share capital is RSD 23,685,000. NIS a.d. Novi Sad does not possess data that the ownership interest of NIS a.d. Novi Sad in RTV Politika doo has been decreased). HIP PETROHEMIJA a.d. Pancevo in restructuring 12.72%. PricewaterhouseCoopers d.o.o. OPINION: In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of 31 December 2010, and of its financial performance and its cash flows for the year then ended in accordance with the Law on Accounting and Auditing of the Republic of Serbia. REMARK: The Report of independent auditor is adopted on NIS a.d. Third Annual Shareholders Assembly meeting held on 21 June *REMARK 1: Basic capital in the amount of RSD 87,128,024, is comprised of the share and the other capital. The value of the registered share capital in the amount of RSD 81,530,200,000 is based on the assessment of the value of in kind contribution on 31 May 2005, that was made for the purpose of preparation of division balance and establishment of NIS a.d Novi Sad by decision of the Government of the Republic of Serbia. Auditor of the financial statements for 2005 has determined that in the accountancy records

13 of NIS a.d Novi Sad the value of the share capital is higher for the amount of RSD 5,597,804,000 when compared to the amount registered with the Business Registers Agency and the Central Registry. Upon order of the auditor this difference is presented as the Other capital. In 2009, the amount of RSD 20,000 is moved to the position Other capital in order to bring into line position between the value of the share capital registered with the Central Registry (RSD 81,530,200,000) and the value in the business records (RSD 81,530,220,000) which is shown in the statement for 2009 as the changes in the capital. **REMARK 2: At the point 9 and 11 «PURPOSE OF THE OBJECTS» data are provided on the basis of the use of the respective facilities on 30 June All the objects on which the rights of usage of NIS a.d. Novi Sad is registered are the ownership of the Republic of Serbia; - The procedure of registration of the ownership rights of NIS a.d. Novi Sad on the real property is ongoing, according to dynamics determined by the Government of the Republic of Serbia and its competent bodies, which is the reason why registration of the ownership rights in favor of NIS a.d. Novi Sad is not completed. - The objects on which the third parties have the rights are the objects on which ownership relations are not regulated in relation to the land (e.g. objects built on the public surface with the temporary license, objects built on third parties land for which no legal basis for purchase has been made i.e. the land itself has not been paid); - Objects on which NIS a.d. Novi Sad has the possession rights are the objects for which e.g. no construction permit has been obtained, but that are recorded and inserted into the cadastral plans and public records on the real property. In the case of such objects, real property cadastres usually register the possession rights and in encumbrances sheet mark that these are the objects build without permit; - Objects on which no right is registered are mostly objects for which legal issues related to the land are not solved, objects for which there is no usage permit and geodetic shot, objects undergoing legalization procedures, mining objects constructed in accordance with the mining law, pipelines etc. ***REMARK 3: Gazprom Neft has, in accordance with the Agreement for Sale and Purchase of shares of NIS a.d. Novi Sad, on 31 January 2011 announced Takeover bid for NIS a.d. Novi Sad shares held by minority shareholders, i.e. 31,180,256 ordinary shares which in total amounts to 19,12% of the total number of ordinary shares. The bid was valid for 45 days, i.e. until 16 March 2011 And 8,405,087 shares is acquired, i.e. 5.15% of the total number of ordinary shares from the price of RSD per share which is counter value of EUR per share on 13 January After the bid completion Gazprom Neft holds 91,565,887 ordinary shares, i.e % share capital of NIS a.d. Novi Sad, while minority shareholders own 22,775,169 ordinary shares, i.e % share capital of NIS a.d. Novi Sad, and the number of shares held by the Republic of Serbia remained unchanged. **** REMARK 4: The company has conducted business with losses in the amount of RSD 8,022,615, The company has conducted business with losses in the amount of RSD 37,636,111,000.

14 Data on corporate agent The company has conducted business with profit in the amount of RSD 16,484,381,000 (Board of Directors has adopted the Decision on allocation of profit for 2010, according to which the profit is allocated to cover losses carried forward from previous years). *****REMARK 5: Semiannual consolidated financial statements of the issuer NIS Novi Sad for the period 1 January to 30 June 2011 are published on the Internet site of the company ( and Belgrade Stock Exchange ( Vojvodjanska banka a.d. Novi Sad, Function brokerage operations and financial counseling, Tel: 011/ , Fax: 011/ , broker@voban.groupbg.com Issuer s statement on accuracy and completeness of Prospectus data I hereby declare, under full substantive and criminal responsibility, that the Prospectus includes true, correct, full and all key data on the issuer and securities significant for investors decision making, and that they are fully identical to the data in the Main Prospectus. Kirill Kravchenko, General Director Sergey Fominykh, Deputy CEO, Director of Function for Legal and Corporate Affairs Kirill Kravchenko, General Director Vojvodjanska banka AD Novi Sad

P R O S P E C T U S. of the Issuer

P R O S P E C T U S. of the Issuer P R O S P E C T U S of the Issuer DRUŠTVO ZA ISTRAŽIVANJE, PROIZVODNJU, PRERADU, DISTRIBUCIJU I PROMET NAFTE I NAFTNIH DERIVATA I ISTRAŽIVANJE I PROIZVODNJU PRIRODNOG GASA NAFTNA INDUSTRIJA SRBIJE A.D.