In the Agreement, Total committed to finance work on the OTG Concession totalling USD 70 million, including drilling the Koblandy-4 well on the Koblandy structure (the "Costs"). In exchange for the financing, OTG committed to transfer a 50% interest in the OTG Concession to Total.

In addition:
* after commercial production of hydrocarbons is commenced, OTG will refund 50% of Costs incurred by Total (plus interest equal to LIBOR + 5% p.a.) from OTG's share in the production or from proceeds from the sale of that production,
* after oil discovery in the Koblandy-4 well is officially confirmed, two more wells will be drilled and financed in proportion to Total's and OTG's interests in the OTG Concession; in this case, OTG will have the option of financing its share of the costs of drilling those wells from funds provided by Total; if OTG decides to use this option, Total will acquire another 30% interest in the OTG Concession, provided that an appropriate consent from the Ministry of Energy and Mineral Resources ("MEMR") is obtained.

Furthermore, as provided in the Agreement, the Company and OTG will continue to have exclusive operations on the Shyrak structure located on the OTG Concession while Total will retain the right to join those operations on the terms and conditions stipulated in an agreement. The Agreement provides that Total will become the operator for all the work on the OTG Concession (except for the work on the Shyrak structure) on the basis of a Joint Operations Agreement that will be concluded by and between the parties based on a model contract prepared by the Association of International Petroleum Negotiators ("JOA"), which is a recognised international standard in the oil industry, regulating the terms and conditions of cooperation among partners on the same concession.

The Agreement was concluded with the following conditions precedent:

1. obtaining a consent from the Kazakh MEMR to execute the agreement and MEMR's consent to extend the prospecting period of the OTG Concession by a minimum 3 years to ensure proper evaluation of discovered reserves, with the obligation to incur expenditures of up to USD 60 million that will involve making the Koblandy-4 well on the Koblandy structure,
2. OTG and Total signing an annex to the concession agreement relating to the OTG Concession,
3. terminating the agreement between the Company and PGNIG S.A. that was the subject of current report no. 105/2009 dated 25 November 2009 to the extent applicable to the OTG Concession,
4. obtaining appropriate consents from the Company's and OTG's financing banks and clearing the pledge over the OTG Concession,
5. concluding an agreement providing that a pledge over 50% of the OTG Concession owned by OTG should be established in favour of Total,
6. the Company providing a guarantee of performance by OTG of some of the obligations resulting from the Agreement,
7. obtaining other necessary consents, including documents confirming that such consents have been obtained, and delivering the documentation specified in the Agreement to Total.

The Management Board of PETROLINVEST S.A. announces that the offer to conclude a farm-out agreement whereby Total would commit itself to cover the costs of making a new exploration well on the Koblany structure in exchange for 50% of the OTG Concession was made to the Company during negotiations on 23 December 2009.

The Agreement meets the criteria of a significant agreement because its value exceeds 10% of the Company's equity.

The Management Board would like to stress that strategic partnership with TOTAL Group, one of the world's largest oil companies, confirms the success of the strategy adopted by the Management Board and the Company's shareholders in respect of the OTG Concession. The partnership with Total Group will allow for the geological and economical potential of the OTG Concession to be put to full use in the shortest possible timeframe.

Engaging TOTAL Group was preceded by an in-depth analysis of all available geological documentation accumulated during the Company's over 3 years' involvement on the OTG Concession, and in particular-the results of the K-3 well which confirmed the presence of hydrocarbons in the largest structure on the OTG Concession-Koblandy.

The investments and operating support of one of the largest oil companies in the world, with its experience, know-how, organizational and financial resources-and also present in the oil industry in Kazakhstan (Kashagan field)-will significantly accelerate the development of the field and reduce operating and financial risks, which will in effect contribute to the OTG Concession quickly gaining in value and production being started on commercial scale.

Download current report no. 16/2010