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October 7, 2004

Gazprom has determined the advisers for the deal on the merge of the assets of the NK Rosneft Petroleum Company

In September, 2004 the Government of the Russian Federation proposed to increase the state share in the authorized capital of OAO Gazprom through the transfer of the shares of the state-owned company OAO “NK “Rosneft”.

Due to this, a working group was set up in Gazprom headed by Michael Sereda, the Deputy Chairman of the Management Committee of Gazprom, and the Plan of actions was approved aiming at NK Rosneft integration into the structure of the Company.

According to the Plan, Gazprom has made a choice of advisers for the deal on the merge of the assets of NK Rosneft. A number of applications was examined submitted by the companies offering their consultant services in the deal.

Dresdner Kleinwort Wasserstin will act as a financial adviser on the deal structure and will make evaluation of the assets value of Rosneft and the value of Gazprom’s shareholdings put on the balance sheet of the company’s subsidiaries. Three separate expert groups will be arranged in the Dresdner Kleinwort Wasserstin to perform the work: one for evaluation of the Rosneft’s assets, another one fro evaluation of Gazprom’s shareholdings and the third one for preparation of the deal structure.

Deutsche Bank and the City Group will prepare independent fairness opinion on the structure of the deal and evaluation of the assets.

Following the decision made, the Chairman of the Management Committee of Gazprom Alexey Miller held meetings with Andrew Pisker, the CEO of the Dresdner Bank AG, Josef Ackermann, the Chairman of the Management Committee of the Deutsche Bank Group, and Michael Klein, the Managing Director of the Citygroup.


Dresdner Kleinwort Wasserstin(DrKW) stands for the Dresdner Bank AG investment bank and the members of the Alliance Group. Having the headquarters in London and Frankfurt and a number of offices throughout the world, DrKW offers a complete range of investment and banking products and services to the European and cross-board clients in the frames of the Capital Market and Corporate Finance & Transactions Preparation business lines. As far as Russia is concerned, the DrKW has been rendering financial consulting services to the state bodies and Russian companies since 1994 through its offices in Moscow and St.-Petersburg.

The Citygroup holding companyis one of the world biggest financial entities. The company’s proceeds amounted to $ 94.7 billion in 2003 and the net profit to $ 17.9 billion. The Citygroup is rated to AA1 category at Moody’s Agency and AA category at the Standard&Poor’s Agency.

The Deutsche Bank AGis the biggest bank entity in Germany and belongs to 20 world major banks. Deutsche Bank is an adviser of the RF Government in what concerns the loan obligations at international markets. The Deutsche Bank group participated in an overwhelming majority of large syndicated loans drawn by Gazprom and granted a number of direct credits.





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