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GAZPROM

April 7, 2006

OAO Gazprom filed Form F-6 with SEC in connection with upgradeof its Regulation S Depositary Receipt program to a Level I program

Gazprom JSC filed a Form F-6 registration statement with the U.S. Securities and Exchange Commission (SEC) on April 7, 2006. The purpose of the filing is to upgrade the Company's Regulation S Depositary Receipt (DR) program to a Level I Depositary Receipt program and simultaneously to change the conversion ratio from one DR equals ten ordinary shares to one DR equals four ordinary shares. Current Regulation S DRs will be automatically converted into Level I DRs at the ratio given above.

Under the Level I DR program, the depository receipts will be freely tradable in the U.S. over-the-counter market, as well as in the European stock markets. The maximum number of ordinary shares underlying all DRs will be restricted to 35% of Gazprom's issued share capital.

The conversion ratio change will be implemented through the distribution of additional DRs among DR holders by the Gazprom DR program's depository – The Bank of New York - after the F-6 registration statement has been declared effective by the SEC.

The upgrade of Gazprom's DR program to Level I will enable the conversion of Gazprom's ordinary shares into DR and vice versa (under current laws).

Gazprom will make a formal announcement on the Level I DR program becoming effective, and a conference call for investors and analysts will be held by the company shortly after that date.


This press release is not an offer for sale of any securities in the United States. Any securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.

This press release is not a public offer or advertisement of securities in the Russian Federation, and is not an offer, or an invitation to make offers, to purchase any securities in the Russian Federation.

 

 

 

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