The Gazprom Board of Directors addressed the issues associated with arranging and holding the Company's annual General Shareholders Meeting.

The Board resolved to convene the annual General Shareholders Meeting of Gazprom at 10:00am (local time) on June 30, 2011 at the Company's headquarters in Moscow. Registration of the Meeting participants is to be carried out on June 28 (from 10:00am to 5:00pm) and on June 30 (from 9:00am).

The Board of Directors approved the agenda of Gazprom's annual General Shareholders Meeting.

The Board of Directors formed the Shareholders Meeting Presidium to be made up of the Company's Board Members and approved the Board Chairman Viktor Zubkov as the Shareholders Meeting Chairman.

The Board meeting took the decision to provisionally endorse the Company's Annual Report 2010 and 2010 Annual Accounting Statements of Gazprom (parent company) prepared in accordance with the Russian legislation as well as to submit the said documents to the Shareholders Meeting for approval.

The Board recommended that the Shareholders Meeting approve the allocation of Gazprom's net profit based on 2010 operating results.

The Board recommended that the Shareholders Meeting approve the proposal to pay out RUB 3.85 per share in annual dividends (61 per cent rise versus 2009) based on Gazprom's operating results in 2010. The meeting noted that the expected dividend amount was the largest one in the entire corporate history. It was recommended that the dividends payment period should end on August 29, 2011.

The meeting endorsed the proposals on the amount of the remuneration for the Board of Directors and the Audit Commission Members.

The Board reviewed the results of the open tender for the selection of an auditing company responsible for performing statutory annual audit of Gazprom and nominated the tender winner – PricewaterhouseCoopers Audit as the Company's Auditor subject to the approval by the General Shareholders Meeting of Gazprom.

The Board also submitted draft amendments in the Gazprom Articles of Association for consideration by the Shareholders Meeting. The amendments in the document are driven by the modifications and updates introduced into the Federal Law on Joint-Stock Companies in 2010.

In particular, the draft amendments in the Gazprom Articles of Association set out the new deadlines for the dividends distribution (up to 60 days from the day of the payout decision made by the General Shareholders Meeting) and the obligation undertaken by Gazprom on simultaneous dividends payout to all of the Company's shareholders.

At present, Gazprom's Register of Shareholders includes several hundred thousand Russian and foreign shareholders. Taking this into account, shareholders are advised to exercise their right to take part in the Meeting via their trustees by proxy or via a filled out voting ballot sent to the Company.

In addition, the Board adopted decisions on other issues associated with arranging and holding the annual General Shareholders Meeting of Gazprom.

Background

The Gazprom annual General Shareholders Meeting agenda endorsed by the Board of Directors includes the following items:

• approval of the Company's Annual Report;
• approval of the Company's Annual Accounting Statements including the Profit and Loss Statements (Profit and Loss Accounts);
• approval of the distribution of the Company's profit based on the results of 2010;
• on the amount, time and form of the dividends payment based on the results of 2010;
• approval of the Company's Auditor;
• on the introduction of amendments into the Company's Articles of Association;
• on the remuneration for the Board of Directors (Supervisory Council) Members – non-government officials in the amount prescribed by the Company's regulatory documents;
• on the remuneration for the Audit Commission Members;
• on the ratification of transactions of corporate interest, to be potentially executed by Gazprom while carrying on its usual business;
• election of the Board of Directors Members;
• election of the Audit Commission Members.