Alliance Oil Company Ltd: Alliance Group launches recommended Cash Offer for Alliance Oil Company

 Alliance Oil Company Ltd: Alliance Group launches recommended Cash Offer for
                             Alliance Oil Company

Lambros Overseas S.A., OJSC Alliance Group  and Alliance Oil Company Ltd.,  31 
October 2013, at 09.45 CET

For immediate publication

THIS PRESS RELEASE IS NOT AND MUST NOT, DIRECTLY OR INDIRECTLY, BE DISTRIBUTED
OR MADE PUBLIC IN AUSTRALIA, CANADA,  JAPAN, NEW ZEALAND OR SOUTH AFRICA.  THE 
TRANSACTION IS NOT BEING MADE TO  PERSONS IN THOSE JURISDICTIONS OR  ELSEWHERE 
WHERE THEIR PARTICIPATION REQUIRES FURTHER  OFFER DOCUMENTS, FILINGS OR  OTHER 
MEASURES.

Alliance Group launches recommended Cash Offer for Alliance Oil Company

The Boards  of Directors  of Lambros  Overseas S.A.  and OJSC  Alliance  Group 
(together  "Alliance  Group")  and  Alliance  Oil  Company  Ltd.  ("AOC",  the 
"Company") today announce a recommended cash offer, pursuant to which Alliance
Group, through its jointly owned  subsidiary Alford Financial Ltd  ("Alford"), 
would acquire  all of  the ordinary  shares in  AOC (the  "Ordinary  Shares"), 
represented by Swedish  Depositary Receipts ("SDRs"),  and all the  preference 
shares in AOC (the "Preference Shares"),  represented by SDRs, which are  held 
by parties other than Alliance Group and its affiliates (the "Transaction").

Prior to the Transaction, Alliance Group and its affiliated companies  control 
45 per cent. of the SDRs over Ordinary  Shares in AOC, and 7 per cent. of  the 
SDRs over Preference Shares in AOC.

SDRs representing the Ordinary Shares and the Preference Shares are listed  on 
NASDAQ OMX Stockholm Large Cap under the ticker symbols AOIL SDB and AOIL  SDB 
PREF, respectively. Upon successful completion of the Transaction, all of  the 
SDRs will be delisted and cancelled in exchange for cash payment.

Summary of the Transaction:

  *Under the  terms  of  the  Transaction, holders  of  Ordinary  Shares  and 
    Preference Shares (together  referred to  herein as the  "Shares") in  AOC 
    (the "Shareholders"), except  for the holder(s)  of Shares held  by or  on 
    behalf of Alliance Group and its affiliated companies, are offered a  cash 
    consideration consisting of: 

           *SEK 60 in cash for each Ordinary Share; and 

           *SEK 313 in cash for each Preference Share, plus SEK 7.5 for  each 
             Preference Share  multiplied  by  the percentage  of  the  period 
             between the most recent dividend  record date and the  subsequent 
             dividend record date,  which has elapsed  at the registration  of 
             the  Amalgamation[1]  (the  cash  consideration  for  all  Shares 
             together referred to as the "Cash Consideration"); 

  *The Independent  Directors (as  defined below)  unanimously recommend  the 
    Transaction.  Merrill  Lynch  International  ("BofA  Merrill  Lynch")  and 
    Carnegie Investment Bank ("Carnegie") have acted as financial advisors  to 
    the Company in connection with the Transaction, and BofA Merrill Lynch has
    provided the  Independent Directors  with an  opinion in  relation to  the 
    fairness of  the  value, from  a  financial point  of  view, of  the  Cash 
    Consideration to  be  received  by  the holders  of  Ordinary  Shares  and 
    Preference Shares. For more details, see Recommendation by the Independent
    Directors of AOC, page 4. 

  *The Independent Directors  have confirmed  that they  intend to  undertake 
    irrevocably to vote in favour of the Transaction at the SGM in respect  of 
    their  own  beneficial  holdings  of  264,718  of  AOC's  Ordinary  Shares 
    (representing approximately 0.2 per cent. of the total number of votes  in 
    AOC as of 30 September 2013).

  *Two of the directors of AOC, Arsen Idrisov (a beneficiary of Alliance
    Group) and Isa Bazhaev (Managing Director of one of Alliance Group's
    subsidiaries), have absented themselves from all deliberations of the
    board in connection with the Transaction. 
  *The cash offer represents a premium for each Ordinary Share of
    approximately:

       *4 per cent. to the closing price of the relevant SDRs on 30 October
         2013 (being the last trading day before this announcement);
       *17 per cent. to the volume weighted average closing price of the
         relevant SDRs over the 3 month period prior to 31 October 2013;
       *25 per cent. to the volume weighted average closing price of the
         relevant SDRs over the 6 month period prior to 31 October 2013; and
       *48 per cent. to the closing price on 24 July 2013, which is the last
         date prior to press speculation about a potential third party
         acquisition of a significant stake in the Company or its assets.

  *The cash offer represents a premium for each Preference Share of
    approximately:

       *4 per cent. to the closing price, net of accrued dividend, of the
         relevant SDRs on 30 October 2013; 
       *6 per cent. to the volume weighted average closing price, net of
         accrued dividend, of the relevant SDRs over the 3 month period prior
         to 31 October 2013; and
       *6 per cent. to the volume weighted average closing price, net of
         accrued dividend, of the relevant SDRs over the 6 month period prior
         to 31 October 2013.

  *The Transaction is proposed to be made by way of amalgamation between AOC
    and Alford under Bermuda law (the "Amalgamation"), which requires the
    approval of Shareholders at a Special General Meeting of AOC (the "SGM").
    The threshold for approval at the SGM is at least 75 per cent. of the
    votes cast at the SGM for which the required quorum is two persons at
    least holding or representing by proxy more than one third of the issued
    Shares. 

  *Upon approval  of the  Amalgamation at  the SGM,  AOC and  Alford will  be 
    permitted to amalgamate under Bermuda law and continue as one company (the
    "Amalco").

  *Alliance Group and its  affiliated companies controlling  45 per cent.  of 
    the total votes in AOC will utilize  their right to vote in favour of  the 
    Amalgamation at the SGM. 

  *An SGM has been scheduled for and is expected to take place on or around 2
    December 2013. 

  *The Transaction will be funded by a committed debt facility, as  described 
    in more  detail  below,  which  will  be  provided  by  Gazprombank  (Open 
    Joint-Stock Company) as lender (the "Lender").

  *The Transaction  is  conditional on,  inter  alia, approval  at  the  SGM, 
    receipt of relevant  antitrust clearances in  Russia, Germany and  Cyprus, 
    and that no bona fide third party offer is made for all the Shares that is
    deemed more attractive in the view of the Independent Directors.

  *The board of  directors of  Repsol Exploration  S.A., one  of the  largest 
    holders of SDRs,  representing 3  per cent. of  the total  number of  SDRs 
    representing the Shares, corresponding to 3 per cent. of the total  number 
    of votes in AOC as of 30 September 2013, has approved to vote in favour of
    the Transaction at the SGM.

  *An information  memorandum  detailing the  Transaction  (the  "Information 
    Memorandum") will be made available on AOC's website at the latest  around 
    4 November 2013.

  *As part of the Transaction, a tender  offer of a total of US$  278,250,000 
    in cash and a related  consent solicitation (the "Convertible Bond  Tender 
    Offer and Consent Solicitation") is intended to be launched on 4  November 
    2013 by AOC for its outstanding US$ 265,000,000 convertible bonds due 2014
    (the "Convertible Bonds"). 

  *"The Independent Directors of AOC have carefully considered the offer from
    Alliance   Group.   We    believe   the   offer    provides   all    AOC's 
    independentshareholders with  an opportunity  to  realise cash  value  of 
    their investment at a  fair price that reflects  the future prospects  for 
    the Company", says Eric Forss, Chairman of AOC.

Background to and reasons for Alliance Group making an offer

Alliance Group has been  a supportive and  committed long-term shareholder  of 
AOC as  a public  company since  the creation  of AOC  through the  merger  of 
Alliance Oil and West Siberian Resources in 2008.

Alliance Group began work on a potential take-private transaction as it became
clearer that  the  strategy  being  pursued  by  the  Company  was  not  being 
appropriately rewarded by  the public equity  market. Alliance Group  believes 
that AOC management's time would be best spent on the fundamental strategy and
challenges of  the  Company,  including  on-going  operational  challenges  in 
Timan-Pechora and the  impact of  fiscal changes on  the downstream  business, 
without the  additional and  simultaneous pressure  of addressing  the  market 
volatility these challenges can bring.

In the current environment, Alliance  Group believes public equity markets  do 
not represent the optimal ownership structure for AOC. As a private company:

  *It will be easier to take  a strategic approach to operational  challenges 
    and opportunities facing AOC today;

  *Earnings will be improved through  the increased leverage afforded by  the 
    high liquidity and low interest rates  the debt markets offer, which  will 
    be more easily accessed under private ownership; and

  *AOC's corporate structure, administration and corporate governance will be
    simplified, enabling more efficient operations and cost reductions.

Finally, Alliance Group believes that while  in the past access to the  public 
equity capital markets has been a  significant benefit, the relative value  of 
the optionality of  this access is  now significantly reduced  as funds  would 
only be available at a cost of unacceptable dilution to current shareholders.

Alliance Group would enter into the Transaction as a strategic investor,  with 
the aim of developing AOC as  an independent oil company under its  ownership. 
Alliance Group is acting as principal and not as agent in the Transaction, and
is not in discussion with any third parties about the on-sale of AOC or all or
significant parts of AOC's business.

Recommendation by the Independent Directors of AOC

Two of the directors of AOC,  Arsen Idrisov (a beneficiary of Alliance  Group) 
and Isa Bazhaev (Managing Director  of one of Alliance Group's  subsidiaries), 
have absented themselves  from all  deliberations of the  board in  connection 
with the Transaction. Accordingly, the Transaction has been considered only by
the Independent Directors: Eric Forss,  Raymond Liefooghe, Fred Boling,  Claes 
Levin and Fernando Martinez-Fresneda (the "Independent Directors").

The Independent  Directors  have,  together with  their  financial  and  legal 
advisors, evaluated  the  Transaction,  and  the  Independent  Directors  have 
determined that it is in the interest of the Shareholders that the cash  offer 
is presented to them for resolution at an SGM.

The Independent Directors unanimously recommend that the Shareholders vote  in 
favour of the  Transaction. In  making their  recommendation, the  Independent 
Directors have considered  a number of  factors, including the  considerations 
described in the section "Background to and reasons for the recommendation  by 
the Independent Directors."

BofA Merrill  Lynch and  Carnegie  have acted  as  financial advisors  to  the 
Company in  connection  with  the  Transaction, and  BofA  Merrill  Lynch  has 
provided the Independent Directors with an opinion in relation to the fairness
of the value, from a financial point of view, of the Cash Consideration to  be 
received by the holders of Ordinary Shares and Preference Shares. In providing
their advice,  BofA  Merrill  Lynch  has taken  into  account  the  commercial 
assessments of the Independent Directors as well as their consideration of the
Company's bye-laws with respect to  the provisions relating to the  Preference 
Shares.

The Independent  Directors  have  confirmed  that  they  intend  to  undertake 
irrevocably to vote  in favour of  the Transaction  at the SGM  in respect  of 
their  own  beneficial   holdings  of   264,718  of   AOC's  Ordinary   Shares 
(representing approximately 0.2 per cent. of the total number of votes in  AOC 
as of 30 September 2013).

Background to and reasons for the recommendation by the Independent Directors

Offer for Ordinary Shares

In evaluating  the  Transaction,  the Independent  Directors  have  considered 
several factors deemed  to be  relevant. These factors  include AOC's  current 
position, its future potential to realise value as well as the evolving  risks 
to that value.

The Independent Directors are  pleased with the  historic track-record of  the 
Company's upstream  and  downstream  volume  growth, as  well  as  EBITDA  and 
earnings growth, achieved since the merger of AOC with West Siberian Resources
in 2008. The  Independent Directors  also recognise the  potential for  future 
value creation from current  upstream projects as well  as from the  Company's 
substantial refinery modernisation programme, due to be completed in 2014. The
Independent Directors also believe, however, that there are a number of  risks 
to  realising  additional  value,  including  geological  complexity  in   the 
Timan-Pechora region,  changes  in  domestic  gas  tariffs  and  taxation  for 
independent oil  and gas  producers,  fiscal risks  for Russian  refiners  and 
market risk in the Company's domestic market for refined products.

The Independent Directors note that the offer price for the Ordinary Shares of
SEK 60 represents a modest premium of 4 per cent. to the closing price of  the 
relevant SDRs  on 30  October 2013  (being the  last trading  day before  this 
announcement) and  believe  that the  premium  level needs  to  be  considered 
against the background of the  SDR price increasing over  48 per cent. to  the 
closing price  on  24  July 2013,  which  is  the last  date  prior  to  press 
speculation about a potential third  party acquisition of a significant  stake 
in the  Company or  its assets.  The Independent  Directors have  based  their 
assessment of the offer from Alliance Group on their views on the  fundamental 
value of the Company, including the commercial prospects and risks facing AOC.

In arriving at their  decision to recommend  the Transaction, the  Independent 
Directors  have  also   taken  into  account   Alliance  Group's   significant 
shareholding in  AOC and  its  limiting effect  on  the Company's  ability  to 
attract an alternative offer.

In light of these considerations, the Independent Directors consider the terms
of Alliance  Group's offer  to be  fair and  reasonable and  believe that  the 
Transaction  represents   an  opportunity   for  all   of  AOC's   independent 
Shareholders to realise cash value for  their investment at a fair price  that 
reflects the future prospects of the Company.

Offer for Preference Shares

The Independent Directors believe  that the offer  for the Preference  Shares, 
including the payment of accrued dividend up to completion of the Transaction,
is fair and reasonable,  reflecting the fundamental debt-like  characteristics 
of Preference Shares  as well  as the  trading performance  of the  Preference 
Shares. In arriving at their recommendation  to the holders of the  Preference 
Shares, the Independent Directors have considered the Company's bye-laws  with 
respect to the provisions relating to the Preference Shares.

Alliance Group's ownership in AOC, support for the Transaction

Alliance Group currently  holds SDRs representing  76,700,878 Ordinary  Shares 
and 494,700 Preference Shares, representing 43  per cent. of the total  number 
of Shares and  45 per  cent. of  the total number  of votes  in AOC  as of  30 
September 2013.  Under  Bermuda  law,  Alliance  Group  is  entitled  to  vote 
regarding the Amalgamation and intends to vote in favour of the Transaction.

The board of directors of Repsol Exploration S.A., one of the largest  holders 
of SDRs, representing 3 per cent. of the total number of SDRs representing the
Shares, corresponding to 3 per cent. of the total number of votes in AOC as of
30 September 2013, has approved  to vote in favour  of the Transaction at  the 
SGM

The Transaction

Alliance  Group  has  decided  to  effect  the  Transaction  through   Alford. 
Affiliates of  Alliance  Group,  including  Alford, and  AOC  entered  into  a 
conditional implementation agreement on  30 October 2013  with respect to  the 
proposed  Amalgamation  (the  "Implementation  Agreement").  Pursuant  to  the 
Implementation Agreement, Alford  and AOC  also entered  into an  amalgamation 
agreement on  30 October  2013  (the "Amalgamation  Agreement"), in  order  to 
effect the Amalgamation if the conditions to the Implementation Agreement  are 
satisfied.

If the conditions to the Amalgamation are satisfied, the Independent Directors
and executive management of AOC expect the Amalgamation to be completed on  or 
about 11 December 2013.

Two of the directors of AOC,  Arsen Idrisov (a beneficiary of Alliance  Group) 
and Isa Bazhaev (Managing Director  of one of Alliance Group's  subsidiaries), 
have absented themselves  from all  deliberations of the  Board in  connection 
with the Transaction. Accordingly, the Transaction has been considered only by
the Independent Directors of AOC.

Alliance Group offers:

  *SEK 60 in cash for each Ordinary Share; and 

  *SEK 313  in  cash  for  each  Preference Share,  plus  SEK  7.5  for  each 
    Preference Share, multiplied by the  percentage of the period between  the 
    most recent dividend record date and the subsequent dividend record  date, 
    which has elapsed at the registration of the Amalgamation.

The  Transaction   represents   a  premium   for   each  Ordinary   Share   of 
approximately:

  *4 per cent. to the closing price  of the relevant SDRs on 30 October  2013 
    (being the last trading day before this announcement); 

  *17 per cent. to the volume weighted average closing price of the  relevant 
    SDRs over the 3 month period prior to 31 October 2013; 

  *25 per cent. to the volume weighted average closing price of the  relevant 
    SDRs over the 6 month period prior to 31 October 2013; and

  *48 per cent. to the closing price on 24 July 2013, which is the last  date 
    prior to press speculation about a potential third party acquisition of  a 
    significant stake in the Company or its assets.

The  Transaction  represents   a  premium   for  each   Preference  Share   of 
approximately:

  *4 per cent. to the closing price of the relevant SDRs on 30 October  2013; 
    

  *6 per cent. to the volume  weighted average closing price of the  relevant 
    SDRs over the 3 month period prior to 31 October 2013; and

  *6 per cent. to the volume  weighted average closing price of the  relevant 
    SDRs over the 6 month period prior to 31 October 2013.

The total  value  of  the  Transaction, excluding  the  value  of  the  Shares 
beneficially held by Alliance Group  and its affiliated companies, amounts  to 
approximately SEK  7,813,451,060 (excluding  the amount  of accrued  dividends 
relating to the Preference SDRs).

No brokerage fee will be charged of  those who tender Shares. Holders of  SDRs 
will be responsible for paying customary fees to custodians or  intermediaries 
through whom such SDR interests are held.

The Swedish Securities  Council (as  defined below) concluded  in AMN  2013:35 
that, as  AOC is  a Bermuda  company and  the Transaction  is made  by way  of 
amalgamation under Bermuda law, the Securities  Council did not, from a  sound 
stock market practice point  of view, have  any additional requirements  other 
than those required under Bermuda law. The Securities Council, emphasized  the 
importance of informing the  Shareholders, including the  holders of SDRs,  of 
the planned actions  in a  manner as similar  as possible  to the  information 
which would have be given had AOC been a Swedish listed company. Please  refer 
to www.aktiemarknadsnamnden.se for the full statement.

Financing

The Transaction  will be  funded  by a  committed  facility provided  under  a 
facility agreement between, among others,  the Lender and Daumier  Investments 
Limited as borrower (the "Borrower") (the "Facility Agreement"). 

Drawdown of the  facility is  conditional upon delivery  of certain  customary 
conditions precedent  to  funding,  the  majority  of  which  are  within  the 
Borrower's  control,  such  as  corporate  approvals,  delivery  of  financial 
statements and execution of security documents (which are in an agreed  form). 
Certain  other  conditions  precedent  to   funding  allow  the  Lender   some 
discretion, for  example,  provision of  satisfactory  legal opinions  of  the 
Lender's counsel  as  well  as  evidence  that  all  necessary  and  desirable 
authorisations  and  consents  have  been  obtained  in  connection  with  the 
Transaction. 

The representations, covenants and events of default contained in the Facility
Agreement are  customary  for a  facility  of  this nature.  The  facility  is 
provided on a committed basis and the Lender will therefore be obliged to fund
a loan if requested to do so (subject to delivery of the conditions  precedent 
referred to in  the previous  paragraph) provided  that no  misrepresentation, 
breach of covenant or other event  of default (actual or potential) exists  at 
the time of the request or when the  funds are due to be advanced. If such  an 
event has occurred then the Borrower is required to notify the Lender  thereof 
and  the  Lender  has  discretion  to   refuse  a  funding  request  in   such 
circumstances.

Examples of representations contained in the Facility Agreement include  those 
in relation to the  status of the obligors  under the Facility Agreement  (the 
Borrower, Alford, Geltome Financial Ltd. and Betino Investments Ltd.) and  AOC 
and its subsidiaries,  absence of insolvency,  absence of material  litigation 
and material breach of laws. Examples  of covenants contained in the  Facility 
Agreement include those  which restrict the  creation of security,  disposals, 
the  incurrence  of   financial  indebtedness,  a   change  of  business   and 
acquisitions.  Examples  of  events  of  default  contained  in  the  Facility 
Agreement  include   cross-default   over  certain   thresholds,   insolvency, 
misrepresentation, expropriation, litigation and moratorium.

Management and Employees

Alliance Group values  the skills,  experience and industry  knowledge of  the 
existing management and employees of  AOC. Alliance Group confirms that,  upon 
completion  of  the  Amalgamation,  the  existing  contractual  and  statutory 
employment rights, including in relation to  bonuses and pensions, of all  AOC 
employees will continue to be fully safeguarded.

AOC's Global Share Option Plan

Participants in AOC's Global Share Option Plan will be contacted regarding the
effect of the  Amalgamation on their  rights under AOC's  Global Share  Option 
Plan.

Pre-Amalgamation undertakings

The Implementation  Agreement includes  undertakings from  AOC that  it  will, 
during the  period  from the  date  of this  announcement  until the  date  of 
registration of the Amalgamation with  the Registrar of Companies in  Bermuda, 
carry on its business in the ordinary  course of business and will not,  other 
than as  publicly announced  at the  date hereof,  without the  prior  written 
consent of Alliance Group, take any of the following actions:

a.subject to dividends previously resolved at the AOC AGM 2013 to holders of
    Preference  Shares,  make  any  distributions  or  resolve  to  make   any 
    distributions to Shareholders or  to issue, sell,  purchase or redeem  any 
    financial instruments; 

b.commit  to  merge,  de-merge,  amalgamate  or  enter  into  any  corporate 
    restructuring,  liquidation,  dissolution  or  any  business   combination 
    transaction, or make any corporate acquisition or disposals or discontinue
    from Bermuda;

c.enter into, or announce an intention to enter into, any transaction  which 
    is material and outside the ordinary business of AOC; or

d.fail to  comply  in any  material  respect with  any  law or  any  of  its 
    regulatory obligations, including all filings in connection therewith,  or 
    include any  information in  such filings  that is  untrue, inaccurate  or 
    misleading in any material respect.

Conditions to the Transaction

The Transaction is subject to the following conditions:

(1)that the Amalgamation is approved at the SGM, as required under Bermuda
law (namely, approval at the SGM by 75 per cent. of the votes cast at the SGM
for which the required quorum is two persons at least holding or representing
by proxy more than one third of the issued Shares) (the"Approval");

(2)that all permits and approvals of the authorities that are necessary for
the Amalgamation have been obtained on terms that are acceptable for AOC,
Alford and Alliance Group, in the opinion of each respective Board of
Directors;

(3)that the pre-amalgamation undertakings made by AOC as set out under the
"Pre-amalgamation undertakings" section are not breached before the day of the
registration of the Amalgamation;

(4)Subject to what Alford and/or Alliance Group could reasonably have
foreseen or had knowledge of, that no event occurs which is outside the
control of Alliance Group and Alford, which will materially adversely affect
the results, liquidity or profit of AOC; and

(5)Subject to what Alford and/or Alliance Group could reasonably have
foreseen or had knowledge of, that the Amalgamation is not, in whole or in
part, made impossible, made materially more difficult or negatively affected
to a considerable extent by legislation, decisions of the courts, decisions by
public authorities or other circumstances outside the control of AOC, Alford
and Alliance Group in Sweden, Bermuda or Russia.

Alliance Group and Alford reserve the right to waive, in whole or in part, the
conditions to the Transaction other than the requirement for Shareholder
approval of the Amalgamation under Bermuda law. The Transaction may, however,
only be withdrawn with reference to condition 3 to 5 if the non-satisfaction
of such conditions is of material importance to Alford's acquisition of the
Shares.

Information regarding the SGM, implementation of the Amalgamation and Alliance
Group's voting at the SGM

Notice convening the SGM, which will be  held on 2 December 2013 at 3.00  p.m. 
CET at Nalen,  Regeringsgatan 74, Stockholm,  Sweden, will be  available on  4 
November 2013  (the "Notice").  Holders of  SDRs  in Sweden  will be  sent  an 
information brochure summarizing the Amalgamation and a form of instruction to
enable them  to cast  their votes  at  the SGM.  In addition,  an  information 
memorandum will be  made available  on AOC's webpage  around the  time of  the 
Notice.

SDR holders  who hold  their  interest in  Shares  through SDRs  will  require 
authorisation from Skandinaviska Enskilda Banken AB (publ) ("SEB") in order to
attend the SGM. The manner in  which this authorisation may be requested  will 
be set out in the Notice.

Alliance Group  and its  affiliated companies  will be  permitted to  vote  in 
favour of  the  Transaction  at the  SGM  in  respect of  all  of  the  Shares 
beneficially held through SDRs on their behalf.

Upon Approval of the Amalgamation at  the SGM, the record date for  settlement 
of the  Cash Consideration  (the  "Cash Consideration  Record Date")  will  be 
confirmed and notified to the market in  due course and in well in advance  of 
settlement. Within approximately 10 days following Approval, provided that all
other conditions  to  the  Transaction  have  been  satisfied  or  waived,  as 
appropriate, the Amalgamation will be registered with the Bermuda Registrar of
Companies,  which  will  issue   a  certificate  of  amalgamation   confirming 
implementation of the Amalgamation.  As a result  of the Amalgamation,  Alford 
and AOC will be amalgamated into Amalco and continue as one company. Following
registration of the Amalgamation, all of the Shares will be cancelled and  the 
SDRs will be delisted from NASDAQ OMX Stockholm.

Shareholders who  are entered  in  AOC's register  of  members kept  at  AOC's 
registered office  in  Bermuda  on  the Cash  Consideration  Record  Date  are 
entitled to  receive  the Cash  Consideration.  SEB will  be  responsible  for 
on-payment of the Cash Consideration to holders of SDRs who are entered in the
register of SDR holders kept by Euroclear Sweden AB on the Cash  Consideration 
Record Date.

Any SDR holders who hold their interest in Shares through SDRs who do not vote
in favour of the Amalgamation at the SGM are entitled, if they do not consider
the Cash Consideration to represent a fair price for their Shares, to apply to
the Court in Bermuda under  Section 106 of the  Companies Act 1981 of  Bermuda 
(as amended)  for  an  appraisal of  the  fair  value of  their  Shares.  Such 
dissenting shareholders are  advised to  obtain the advice  of counsel  before 
proceeding, and  the following  does not  constitute legal  advice. In  brief, 
dissenting shareholders will  likely be  required to exchange  their SDRs  for 
registered Shares, vote against the Amalgamation  at the SGM and apply to  the 
court for appraisal within one month of the giving of the Notice of SGM.

Right to postpone settlement of the Cash Consideration

Subject to relevant  antitrust clearances, Alliance  Group and Alford  reserve 
the right to defer the date for settlement of the Cash Consideration to a date
not occurring later than two weeks following completion of the Amalgamation.

Statement from the Swedish Securities Council

On 1 September  2013, Alliance Group  requested a statement  from the  Swedish 
Securities Council (Sw.  Aktiemarknadsnämnden) (the  "Securities Council")  in 
relation to interpretation  of the  NASDAQ OMX Stockholm  Takeover Rules  (Sw. 
NASDAQ  OMX  Stockholms  regler   rörande  offentliga  uppköpserbjudanden   på 
aktiemarknaden) (the  "TakeoverRules")  and  sound stock  market  practice  in 
Sweden in the context of the Transaction.

The Securities Council  concluded in  AMN 2013:35 that,  as AOC  is a  Bermuda 
company and the Transaction is made by way of amalgamation under Bermuda  law, 
the Securities Council did  not, from a sound  stock market practice point  of 
view, have any additional requirements other than those required under Bermuda
law. The Securities Council, however,  emphasised the importance of  informing 
the Shareholders of the planned actions in a manner as similar as possible  to 
the information which would have been  required had AOC been a Swedish  listed 
company. Please refer to www.aktiemarknadsnamnden.se for the full statement.

As the Stock Market  (Takeover Bids) Act (Sw.  lagen (2006:451) om  offentliga 
uppköpserbjudanden på aktiemarknaden) and the Takeover Rules will not apply to
the Transaction, the Information  Memorandum will not  be registered with,  or 
approved by, the Swedish Financial Supervisory Authority.

Alliance Group has  agreed to  comply with AOC's  bye-laws, mandatory  Bermuda 
law, any special directions given in the SGM and the information requirements,
as appropriate, set out in Chapter 2a, section 2 of the Financial  Instruments 
Trading Act (Sw. lagen  (1991:980) om handel  med finansiella instrument)  and 
rule II.3 of the Takeover Rules.

Delisting of SDRs and cancellation of Shares and SDRs

Following Approval of  the Amalgamation  by the  Shareholders at  the SGM  and 
registration of the Amalgamation  by the Bermuda  Registrar of Companies,  the 
SDRs will be cancelled,  delisted from NASDAQ  OMX Stockholm and  deregistered 
from Euroclear Sweden AB.

Convertible Bonds Tender Offer

AOC is  intending  to launch  a  Convertible  Bond Tender  Offer  and  Consent 
Solicitation for its  outstanding Convertible  Bonds on 4  November 2013.  The 
Convertible Bond Tender  Offer and  Consent Solicitation  will be  conditional 
upon Approval of the  Amalgamation being obtained at  the SGM. Holders of  the 
Convertible Bonds who  participate in  the Convertible Bond  Tender Offer  and 
Consent Solicitation by a specified early participation date will be  offered, 
by AOC, 105 of par, plus accrued  but unpaid interest, which represents a  2.3 
per cent. premium to the price of the Convertible Bonds as of 30 October 2013.
Holders of  the Convertible  Bonds  who participate  in the  Convertible  Bond 
Tender Offer and Consent Solicitation after such early participation date will
be offered, by AOC, 100 of par.

The Convertible Bond Tender Offer and Consent Solicitation is subject  amongst 
other things  to completion  of the  Amalgamation, at  the discretion  of  the 
Independent Directors, and sufficient financing.

Commitment and disputes

The Amalgamation (including the Implementation Agreement and the  Amalgamation 
Agreement) is  governed  by  Bermuda  law. Any  dispute  arising  out  of  the 
Transaction shall  be  subject  to  the jurisdiction  of  the  Bermuda  courts 
applying Bermuda law.

Preliminary timetable

31 October 2013  Announcement of the Transaction by AOC
4 November 2013  Notice of SGM and Information Memorandum published
2 December 2013  SGM
                 Announcement of SGM outcome, disclosure of last trading  day, 
                 delisting, record date and settlement date
10 December 2013 Confirmation regarding all  regulatory approvals expected  to 
                 be received
11 December 2013 Delisting of the SDRs
11 December 2013 The Bermuda  Registrar  of Companies  issues  certificate  of 
                 amalgamation for Amalco
13 December 2013 Cash Consideration Record Date
18 December 2013 Date for settlement of the Cash Consideration

All the  dates above  are preliminary  and, inter  alia, subject  to  relevant 
regulatory clearances being obtained.  A firm timetable  will be announced  by 
Alliance Group and AOC in due time if the above dates change.

Other Information

A conference call has been scheduled at 10.30 CET on Thursday October 31, 2013
to present the Transaction. The conference call will be hosted by Eric  Forss, 
Chairman of the Board, Alliance Oil Company, and Magomed A. Galaev, advisor to
the  CEO  of  Alliance  Group.  Presentations  slides  will  be  available  at 
www.allianceoilco.com.

To participate in the conference call you may choose one of the following
options:

Web
The conference will be webcasted live at Alliance Oil's website
www.allianceoilco.com.

Telephone
Dial one of the following numbers a few minutes before the conference starts:

Location       Local Number      Toll-Free
Russia         +7 (495) 580 9543
Sweden         + 46 8 505202 78 0200 125 058
United Kingdom +44 20 7190 1596  0800 358 5279

Conference ID: 4648577

Advisors

Morgan Stanley  &  Co.  International  plc ("Morgan  Stanley")  is  acting  as 
financial advisor  and  Linklaters  (Swedish, English  and  Russian  law)  and 
Appleby (Bermuda)  Limited  (Bermuda law)  are  acting as  legal  advisors  to 
Alliance Group and Alford in  connection with the Transaction. Morgan  Stanley 
is acting  as  financial advisor  to  Betino Investments  Ltd.  ("Betino"),  a 
wholly-owned indirect subsidiary  of OJSC  Alliance Group in  relation to  the 
Transaction and is not acting for any other person and accordingly will not be
responsible to  any person  other than  Betino for  providing the  protections 
afforded to clients of Morgan Stanley  or for providing advice in relation  to 
the contents of this document or  the Transaction or arrangements referred  to 
herein.

BofA Merrill  Lynch and  Carnegie  are acting  as  financial advisors  to  the 
Independent Directors in relation  to the Transaction and  are not acting  for 
any other person and accordingly will  not be responsible to any person  other 
than the  Independent  Directors for  providing  the protections  afforded  to 
clients of BofA Merrill Lynch and Carnegie or for providing advice in relation
to the contents of this document  or the Transaction or arrangements  referred 
to herein. Baker  & McKenzie (Swedish,  English and Russian  law) and  Conyers 
Dill & Pearman (Bermuda law) are acting as legal advisors to AOC in connection
with the Transaction.

[1]For example, if  the registration of  the Amalgamation takes  place on  11 
December 2013, each Preference Share holder  will be entitled to receive  from 
the Company  SEK 313  of principal  amount per  one Preference  Share plus  an 
accrued dividend  of  SEK  7.5  multiplied  by  12/91,  which  represents  the 
proportion  of  the  number  of  days  between  30-Nov-2013  and   11-Dec-2013 
(inclusive)  to  the  number  of  days  between  30-Nov-2013  and  28-Feb-2014 
(inclusive) (29-Nov-2013 and 28-Feb-2014 being the upcoming quarterly dividend
record dates).

For additional information please contact:
Alliance Group
Magomed A. Galaev, Advisor to the CEO             Phone: +7 495-212-2288
Andrei Roumyantsev, Chief of PR Department        Phone. +7495-745-5810
Morgan Stanley                                    
Gergely Voros, Managing Director                  Phone: +7 495 287-2280
E-mail: Gergely.Voros@morganstanley.com
Adrian Doyle, Managing Director                   Phone: +44 20 7425-7491
E-mail: Adrian.Doyle@morganstanley.com
AOC
Eric Forss, Chairman of the Board                 Phone + 46 8 61149 90
Pavel Kim, Head of Investor Relations             Phone. +7 495 777 18 08, ext
                                                  1056
E-mail: pkim@aoil.ru
Jakob Sintring, Investor Relations                Phone. +46 8 611 49 95
E-mail: sintring@allianceoilco.com
BofA Merrill Lynch                                
Thomas Westin, Managing Director                  Phone: +46 8 459 12 80
E-mail: Thomas.Westin@baml.com
Carnegie                                          
Lars-Erik Sjöberg, Head of Investment Banking     Phone: +46 8 5886 85 00
Sweden
E-mail: Lars-Erik.Sjoberg@carnegie.se

Information about Alford, Alliance Group and AOC

Alford

Alford is  a  newly created  subsidiary  of Alliance  Group,  incorporated  in 
Bermuda for the purpose of the Amalgamation as an exempted company limited  by 
shares (registration number 48233). Alford has never conducted, and at present
does not conduct, any business. Its registered office is at Canon's Court,  22 
Victoria Street, PO Box HM 1179, Hamilton HM EX, Bermuda.

Alliance Group

OJSC Alliance Group is incorporated and  existing under the laws of Russia  as 
an open  joint  stock company,  with  its  registered offices  at  39  Sivtsev 
Vrazhek, Moscow 119002, Russia, owning assets in a range of sectors.

Lambros Overseas  S.A. is  incorporated and  existing under  the laws  of  the 
British Virgin  Islands, with  its first  registered office  at Shirley  Trust 
Company Limited, P.O. Box 3099, Road Town, Tortola, British Virgin Islands.

AOC

Alliance Oil  Company Ltd.  is incorporated  and existing  under the  laws  of 
Bermuda as an exempted company  limited by shares (registration number  25413) 
with its registered office at Clarendon House,  2 Church Street, Hamilton  HM 
11,  Bermuda.  For   further  information,   please  see   AOC's  website   at 
www.allianceoilco.com.

                                   - END -

IMPORTANT INFORMATION

Certain statements included in this press  release constitute or are based  on 
forward-looking statements.  Examples of  forward-looking statements  include, 
among others,  statements  regarding  the Alliance  Group's  future  financial 
position, income growth, assets, business strategy, leverage, projected levels
of growth,  projected  costs,  plans and  objectives  for  future  operations, 
statements  related  to  the  planned  amalgamation  of  Alford  and  AOC  and 
anticipated benefits associated therewith, and  other statements that are  not 
historical fact. By their nature, forward-looking statements involve risk  and 
uncertainty because they relate to future events and circumstances, including,
but not limited to, domestic and global economic and business conditions,  the 
effects of continued volatility in  credit markets, market related risks  such 
as changes  in  interest rates  and  exchange  rates, effects  of  changes  in 
valuation of credit market  exposures, changes in  valuation of issued  notes, 
the policies and actions of  governmental and regulatory authorities,  changes 
in legislation, the further development of standards and interpretations under
International Financial Reporting Standards (IFRS) applicable to past, current
and future periods, evolving practices  with regard to the interpretation  and 
application of  standards  under  IFRS,  the outcome  of  pending  and  future 
litigation,  the   success  of   future  acquisitions   and  other   strategic 
transactions and the impact  of competition - a  number of such factors  being 
beyond  the  Alliance  Group's  control.  These  statements  as  they   appear 
throughout this press release are not guarantees of future performance and are
subject to inherent risks and uncertainties. Forward-looking statements may be
identified by  the fact  that they  do not  relate strictly  to historical  or 
current facts and include,  without limitation, words  such as "may,"  "will," 
"expects,"  "believes,"   "anticipates,"  "plans,"   "intends,"   "estimates," 
"projects," "targets," "forecasts," "seeks," "could," or the negative of  such 
terms, and other variations  on such terms  or comparable terminology.  Actual 
results could  differ  materially from  those  expressed or  implied  in  such 
forward-looking statements.

Any forward-looking statements made herein speak only as of the date they  are 
made. Except as required by NASDAQ  OMX Stockholm or applicable law,  Alliance 
Group expressly disclaims  any obligation or  undertaking to release  publicly 
any updates or revisions to  any forward-looking statements contained in  this 
announcement to reflect any change in Alliance Group expectations with  regard 
thereto or any change in events, conditions or circumstances on which any such
statement is  based.  The  reader  should,  however,  consult  any  additional 
disclosures that Alliance Group has made or may make in documents it has filed
or may file with the Securities Exchange Commission.

The Convertible Bonds  Tender Offer and  Solicitation is not  being made,  and 
will not be made, directly or indirectly in or into, or by use of the mail of,
or by any means or instrumentality of interstate or foreign commerce of or  of 
any facilities of a national securities  exchange of, the United States.  This 
includes, but  is not  limited to,  facsimile transmission,  electronic  mail, 
telex, telephone, the  internet and other  forms of electronic  communication. 
The Convertible Bonds  may not  be tendered  in the  Convertible Bonds  Tender 
Offer and Solicitation  by any  such use, means,  instrumentality or  facility 
from or within  the United States  or by  persons located or  resident in  the 
United States as defined in  Regulation S of the  U.S. Securities Act of  1933 
(the "Securities Act") or to  U.S. persons as defined  in Regulation S of  the 
Securities Act.

AOIL_2013_10_31

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Source: Alliance Oil Company Ltd via Thomson Reuters ONE
HUG#1739547