Novy Neft II Limited - Notice Of Annual General Meeting And Resolution

Hamilton, Bermuda: 23rd June 2005 - The Directors of Novy Neft II Limited (the "Company"), wish to advise that the Company has today given notice of the Annual General Meeting (AGM) which is to be held on 27 July 2005.

Directors further wish to advise that at the AGM an ordinary resolution is to be proposed as is required, that the Company continue as an investment company.

Please see below the text of a letter from the Directors which has been distributed with the Annual Report:

'To:  All Shareholders of Novy Neft II Limited

Dear Shareholder,

Continuation Vote

As indicated in the Company's Placing memorandum, the first Annual General Meeting provides an opportunity for Shareholders to vote on the continuation of the Company.

The Company was structured to ensure that mechanisms were put in place designed to prevent the shares of the Company trading at a substantial discount to Net Asset Value.  The inclusion of a continuation resolution at each annual general meeting falling after the anniversary of the Company's launch is one such mechanism.  If the resolution is not passed, the Directors are required to formulate proposals to be put to Shareholders for the winding-up or other reorganisation or reconstruction of the Company.

Additionally, the Placing Memorandum provides that:

€˜The Directors believe that the investment rationale of the Company may cease to exist if the Russian Government lifts the current foreign ownership restrictions pertaining to the local shares of Gazprom.  In these circumstances the Directors currently would intend to call an extraordinary general meeting of the Company to propose to Shareholders that the Company proceed to a voluntary winding-up.'

Furthermore, the Directors have the authority to purchase Shares of the Company in the market, off market or by tender in order to address any imbalance between the supply of and demand for Shares and the Directors may at their absolute discretion redeem Shares at the request of Shareholders.  Over the course of the last year, the Directors have periodically exercised this discretion and bought back and cancelled 4,863,274 shares.

If shareholders vote in favour of the Company continuing in its current form, the Directors, using their discretion to buy-back or redeem Shares in accordance with guidelines which are designed to ensure that the Company is not open-ended for taxation or regulatory purposes, propose to buy back for cancellation up to a further 12.46% of the Company's issued share capital as at 19 August 2004 in late August 2005.  This would be equivalent to 23.75% of the current shares in issue.

In the event that all of the above shares were to be bought back and cancelled then there will be no further buy backs of shares

Yours faithfully,

Anderson Whamond

Director.'

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