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April 26, 2004

Gazprom’s Management Committee assessed the Company’s readiness to hold the annual Shareholders’ Meeting

Gazprom’s Management Committee (MC) held today an ordinary meeting. The MC members examined issues related to preparing for and holding Gazprom’s annual General Shareholders’ Meeting.

The MC approved the proposal to conduct Gazprom’s annual General Shareholders’ Meeting on 25 June 2004, starting 10 am local time, at the Company’s Headquarters.

The MC also approved proposals regarding:

  • the wording of the General Shareholders’ Meeting formal notice to be published in the Trud newspaper not later 4 June 2004;
  • the contents and form of the ballots to be used during the voting procedure;
  • the composition of the Meeting Presidium;
  • the amount of remuneration to be awarded to the Board of Directors’ members not being public officials and the Revision Commission members;
  • the list of informative materials to be handed over to Gazprom’s shareholders, after being examined by the Board of Directors.

The materials will be submitted to the Company’s shareholders at Gazprom’s Headquarters and regional depositories 20 days before the Meeting takes place. The depository addresses will be published along with the Meeting notice.

The above-mentioned proposals will be submitted for the Board of Directors’ consideration.

The MC decided to forward to the Board of Directors the following draft projects on:

  • the Shareholders’ Meeting Agenda;
  • Gazprom’s (the parent’s) annual financial accounts for 2003, filed in accordance with Russian legislation;
  • distribution of Gazprom’s net profits.

The MC produced proposals (to be forwarded to the Board of Directors) on annual dividend payments to be made based on Gazprom’s operating results for 2003. It is the Shareholders’ Meeting that adopts the decision to pay out annual dividends (the dividend amount and payment method, inclusive), on the Board of Directors’ recommendation.

The MC also approved the composition of the Meeting Drafting Committee, which is responsible for producing draft decisions and resolutions on the Meeting Agenda, amending the former based on the Meeting Agenda discussions and preparing informative materials on the Meeting outcomes for the media.

For the time being, Gazprom’s Shareholders’ Register includes over 500 thousand Russian and foreign shareholders. Taking this into account, the shareholders are recommended to exercise their right to participate in the Meeting by written proxy vote, through their representatives, or to submit a ballot paper already filled out.

Today, the MC also examined the issue of producing legal documentation on the affiliated companies’ corporate management. Gazprom’s relevant units were commissioned to work out organizational measures to improve the legal basis of the affiliated companies’ corporate management.

In addition, the MC approved the Concept and Provision for using Gazprom’s trademarks within the Russian Federation and abroad. The Information Policy Department was commissioned to prepare Gazprom’s Management Committee Chairman’s Trademarks Order.





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