Informational Statement Regarding the Holding of an Annual General Shareholders' Meeting of OAO Gazprom
The Board of Directors of Open Joint Stock Company Gazprom (the place of location of the Company being: 16 Nametkina St., City of Moscow, Russian Federation) is giving notice of the holding of an annual General Shareholders' Meeting of OAO Gazprom on June 30, 2006. The meeting will be held at the place of location of the Company in the conference hall of the building CD.
The meeting will commence at 10 a.m. The meeting will be conducted in the form of collective presence of shareholders to discuss the matters on the agenda and adopt decisions on the matters put to the vote.
The list of shareholders that are entitled to participate in the annual General Shareholders' Meeting has been compiled on the basis of data appearing in the shareholders' register of OAO Gazprom as at the end of the operating day on May 12, 2006.
The registration of participants in the meeting will be carried out by the Counting Commission on June 28 from 10 a.m. to 5 p.m. and on June 30 from 9 a.m. at the following address: 16 Nametkina St., City of Moscow, Russian Federation, the conference hall of the building CD.
The telephone number of the Counting Commission is +7 (495) 719-40-15.
In order to be registered, a participant in the meeting shall present:
As at May 12, 2006, approximately 500,000 holders of shares, residing in the Russian Federation or abroad, were registered in the shareholders' register of OAO Gazprom, which would make it difficult for all shareholders to participate in the meeting.
Taking into account the foregoing, shareholders are being advised to exercise their right to participate in the annual General Shareholders' Meeting through their representatives using a power of attorney made out in writing or by means of delivering filled-in voting ballots to the Company. Ballots may be delivered by mail to, or handed over at, the following address: OAO Gazprom, 16 Nametkina St., City of Moscow, V-420, GSP-7, 117997. In determining whether a quorum for the meeting is present and establishing the results of a vote, only ballots received by the Company prior to 6 p.m. on June 27, 2006 will be taken into account.
Agenda for the Meeting:
1. Approval of the annual report of the Company.
2. Approval of the annual accounting statements, including the profit and loss reports (profit and loss accounts) of the Company.
3. Approval of the distribution of profit of the Company based on the results of 2005.
4. Regarding the amount of, time for and form of payment of dividends based on the results of 2005.
5. Regarding the remuneration of members of the Board of Directors and Audit Commission of the Company.
6. Approval of the external auditor of the Company.
7. The making of changes and additions to the Charter of the Company.
8. Regarding the making of changes to the Charter of OAO Gazprom that have been proposed by the Board of Directors of the Company.
9. Regarding the approval of interested-party transactions that may be entered into by OAO Gazprom in the future in the Ordinary course of business.
10. Election of members of the Board of Directors of the Company.
11. Election of members of the Audit Commission of the Company.
The information (materials) to be provided in connection with the preparation for the meeting are available for review starting from June 9 on OAO Gazprom's premises at 16 Nametkina St., City of Moscow, Russian Federation, the telephone number for queries being (495) 719-26-01; in regional depositaries of CB Gazprombank (ZAO) and in the specialised registrar (register holder) at 71/32 Novocheryomushkinskaya St., City of Moscow, 117420; and in the case of shareholders who are OAO Gazprom's employees, also at the place of their employment.
Recommendations by the Board of Directors of the Company with respect to the distribution of profit, including the amount of dividend on the Company's shares and the procedure for payment thereof based on the results of the financial year
The Board of Directors of OAO Gazprom recommends that the annual General Shareholders' Meeting adopt the decision to pay annual dividends, based on the results of the Company's activities in 2005, in the amount of 1.5 rubles per ordinary share with a nominal value of 5 rubles and set December 31, 2006 as the final date for dividend payments.
The calculation of dividends has been carried out in accordance with the Dividend Policy of OAO Gazprom approved by Decision of the Board of Directors No. 219 dated as of April 24, 2001.
THE BOARD OF DIRECTORS