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GAZPROM

September 28, 2004

Gazprom’s Board of Directors resolves to convene Extraordinary Shareholders’ Meeting

An ordinary meeting of Gazprom’s Board of Directors is in progress at the Company’s Headquarters.

The Board of Directors resolved to hold an Extraordinary General Shareholders’ Meeting of Gazprom in absentia and identified 16 November 2004 as the filled out ballots submission deadline.

The Board of Directors approved the Extraordinary Shareholders’ Meeting Agenda to be focused on the issue on The Amendments to Gazprom’s Articles of Association.

The Board of Directors decided that the list of persons and entities entitled to take part in the Extraordinary General Shareholders’ Meeting of Gazprom will be composed based on the Company’s Shareholders’ Register as of the business day end of 30 September 2004.

The Board of Directors approved the Extraordinary Shareholders’ Meeting Presidium to be made up of Gazprom’s Management Committee Members. Alexey Miller, Gazprom’s Management Committee Chairman was named as the Shareholders’ Meeting Chairman.

The Board of Directors also addressed other issues related to the preparation and holding of Gazprom’s Extraordinary General Shareholders’ Meeting.

Reference:

Gazprom’s General Shareholders’ Meeting had earlier moved to abolish those items of the corporate Articles that were governing the procedure of buying out shares from other stakeholders by the member owning more than 30% of Gazprom’s share capital. In addition, the item imposing the liability to buy out shares when acquiring more than a 30% stake and every 5% to follow, was proposed to be amended as well by granting exemtion to corporate shareholders from said liability.

Under Article 80 of the Joint-Stock Companies Federal Act, a person/entity wishing to acquire 30% or more of shares in a company with over a thousand shareholders is committed to notify in writing said company of these intentions within a set period. After obtaining the right to purchase the shares, the person/entity is obliged by law to make a proposition to all other shareholders to sell their shares at a market-based price. Article 80 also applies to all the deals on acquisition of every 5% over a 30% stake.

The decision to amend Gazprom’s Articles of Association stemmed from the RF Government’s proposal to boost the State-held portion in Gazprom’s charter capital by transferring to the latter a 100% stake of the Rosneft state-run company. At present, Gazprom is more than 30% State-owned. Article 80 allows the State to exempt itself from the liability to buy out shares provided respective amendments are made to a firm’s corporate documentation.

DIVISION OF RELATIONS WITH MASS MEDIA

 

 

 

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