SHAREHOLDERS’ MEETING RESOLVES TO AMEND GAZPROM’S ARTICLES AND BOARD GUIDELINES

The Annual General Shareholders’ Meeting has resolved to make the Board of Directors-proposed amendments №1 and №3 into the Gazprom’s Articles of Association as well as to amend the Board Guidelines.

Reference:

The need to amend the corporate Articles has been largely driven by the enforcement of the Directive (effective from 15 December 2004) by the Federal Financial Markets Agency on the Securities Market Trading Provision Approval. The Directive imposes specific requirements towards the articles of association of the companies listing their shares on stock exchanges.

Amendments №1 prescribe:

the General Shareholders’ Meeting notice being posted not later than within 30 days of the Meeting date;
the Shareholders’ Meeting advisories being published in the Trud and/or Tribuna newspapers with the view of reinforcing the shareholders’ right to receive corporate data on the Meetings. Until now, the Meeting advisories could have been published in the Trud paper only;
the quarterly report approval standards being excluded from the Gazprom’s Articles and Board Guidelines due to the absence of such requirements in the legislation.

Amendments №3 stipulate:

Gazprom’s reserve fund to be fixed in the amount of 7.3% of the authorized capital instead of setting the lower fund margin (not less than 5% of the authorized capital). As of 31 December 2004, Gazprom’s reserve fund accounted for 7.3% of the authorized capital.

Additionally, specific adjustments were made into business activities of the Board.

Amendments №2 haven’t been endorsed.

INFORMATION DIVISION, OAO GAZPROM

from first person:

SHAREHOLDERS’ MEETING RESOLVES TO AMEND GAZPROM’S ARTICLES AND BOARD GUIDELINES