Agreement reached with RoK on Karachaganak

14 December 2011

Agreement reached with Republic of Kazakhstan on Karachaganak

BG Group today announced that the Republic of Kazakhstan (RoK) and the contracting companies in the giant Karachaganak gas-condensate field in north-west Kazakhstan have reached an agreement that will support the further development of the field.

The agreement, effective from 30 June 2012 on satisfaction of conditions precedent, involves Kazakhstan's KazMunaiGas (KMG) acquiring a 10% interest in the project. This will be done by each of the contracting companies transferring 10% of their rights and interest in the Karachaganak Final Production Sharing Agreement (FPSA) to KMG.

The pre-tax consideration under the agreement to the Karachaganak contracting companies is $3 billion dollars. The key elements are:

·;  The contracting companies will receive $1.5 billion cash pre-tax consideration from RoK in exchange for a 5% interest, to be held by KMG, in the FPSA.

·; The contracting companies will receive a further $1.5 billion pre-tax consideration, comprising $500 million cash and $1 billion non-cash consideration, in exchange for transferring a second 5% interest in the FPSA to KMG. The non-cash consideration includes final and irrevocable settlement of cost recovery and other related claims and the allocation of an additional 2 million tonnes per annum capacity for the Karachaganak project in the Caspian Pipeline Consortium export pipeline.

·; The contracting companies will be responsible for paying tax of $1 billion on the total consideration.

·; The contracting companies will make a $1 billion loan to KMG to be repaid in instalments over a three-year period. The loan will be repaid from the proceeds of KMG's share of oil and gas sales from its 10% interest, backed by a guarantee from Samruk-Kazyna, the Kazakhstan sovereign wealth fund.

Sir Frank Chapman, BG Group Chief Executive, said: "BG Group looks forward to working with KMG as a partner in the Karachaganak project, one of the world's largest gas and condensate fields. This agreement represents an excellent outcome for the project partners as well as for the government and people of Kazakhstan".

Ashley Almanza, BG Group Executive Vice President, said: "Karachaganak is estimated to have hydrocarbons initially in place of 9 billion barrels of condensate and 48 trillion cubic feet of gas - to date less than 10% of that resource has been produced. Today's agreement ensures strong alignment with the Republic of Kazakhstan and provides the foundation for realising the vast remaining potential and value in Karachaganak".

From the effective date of 30 June 2012, BG Group's interest in the Karachaganak project will reduce to 29.25% from the 32.5% previously held. The Group will remain joint operator with Eni, which will also hold 29.25% (currently 32.5%). Chevron will hold 18% (20%); LUKOIL 13.5% (15%); and KMG 10%.

The terms and conditions of the Final Production Sharing Agreement signed in 1997 for the development of the Karachaganak field are unchanged. In addition, the contracting companies and RoK have reached agreement on all tax affairs up to the end of 2009.

-ends-

Notes to Editors:

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Mark Todd: +44 (0) 118 929 3110 mark.todd@bg-group.com

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There are matters set out within this announcement that are forward-looking statements. Such statements are only predictions, and actual events or results may differ materially. For a discussion of important factors which could cause actual results to differ from these forward-looking statements, refer toBG Group's Annual Report and Accounts for the year ended 31 December 2010. BG Group does not undertake any obligation to update publicly, or revise, forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.