Shares

Gazprom is the largest joint stock company in Russia. The total number of bank accounts holding 23,673,512,900 shares of Gazprom exceeds 2 million (as of June 5, 2023). The Russian Government controls over 50 per cent of the Company's shares.

*Companies controlled by the Russian Government 
 

Gazprom's shares are among the most liquid instruments in the Russian stock market. The Company's stock has the largest share in the RTS and MOEX Russia indexes. Gazprom's shares are included into the first (top) quotation lists of the Russian stock exchanges – the Moscow Exchange and the SPB Exchange.

The voting principle at the General Shareholders Meeting is 'one voting share of the Company – one vote,' except for cumulative voting in cases stipulated by the Federal Law on Joint Stock Companies.

History of equity capital

On May 20, 1993, Gazprom made an initial issue of its shares in the amount of 236,735,129 shares at a par value of RUB 1,000 each. The share issue was registered by the Ministry of Finance of the Russian Federation (registration No. MF73-1p-0204).

Pursuant to the Law of the Russian Soviet Federative Socialist Republic “On Privatization of Federal and Municipal Enterprises in the RSFSR” and for the implementation of the Russian Federation Presidential Decree “On Transformation of State Gas Concern Gazprom into Russian Joint Stock Company Gazprom” No. 1333 dated November 5, 1992, a closed cheque auction for selling a portion of Gazprom’s shares was held in 61 regions of the Russian Federation between April 25 and June 30, 1994.

For the above purposes, a private placement of a portion of Gazprom’s shares was also made for the employees and administration of Gazprom’s enterprises and entities making part of the Unified Gas Supply System and the persons entitled to purchase Gazprom’s shares through a private placement.

On September 22, 1994, the Russian Federal Property Fund approved the minutes of the meeting of the Commission on the adoption of the outcomes of the specialized cheque auction for selling Gazprom’s shares dated September 22, 1994. Pursuant to the adopted meeting minutes, taking into account the rates and par values that emerged as a result of the regional auctions, the uniform par value of Gazprom’s shares was set at RUB 10. In accordance with the Russian Federation Presidential Decree “On Expanding the Possibilities for Participation of the Population in Specialized Check Auctions” No. 1705 dated December 31, 1992, a split-up of the Company’s shares was carried out. The shares were split in the following way: 1 share with a par value of RUB 1,000 was split into 100 shares with a par value of RUB 10.

On August 19, 1998, in accordance with the Russian Government Resolution “On the Specifics of Securities Circulation Due to a Change in the Face Value of Russian Currency and the Scale of Prices” No. 217 dated February 18, 1998, the Russian Federal Securities Commission, by virtue of its Resolution No. 6 dated April 20, 1998 (“On the Procedure for Amending the Decision on Securities Issue, Emission Prospectuses, Privatization Plans and Incorporation Documents Due to the Changes in the Face Value of Russian Currency and the Scale of Prices”) and its Decision dated August 17, 1998, introduced and registered the amendments to the emission prospectus for ordinary registered uncertified shares (state registration No. MF73-1p-0204 dated May 20, 1993). As a result, the par value of Gazprom’s ordinary registered shares amounted to RUB 0.01.

Subsequently, all of Gazprom’s 23,673,512,900 ordinary registered uncertified shares of the first issue (state registration No. MF73-1p-0204 dated May 20, 1993), at a par value of RUB 0.01 per share, were cancelled because of their conversion (conducted on December 30, 1998) into the same number of ordinary registered uncertified shares of the second issue with a par value of RUB 5.0 per share.

Depositary receipts

DRs are depositary receipts representing the ordinary shares of PJSC Gazprom which are issued by The Bank of New York Mellon depository bank. DRs confirm the ownership to Gazprom's shares deposited on an account with The Bank of New York Mellon in the depository of Bank GPB (JSC).

Pursuant to Federal Law No. 114-FZ “On Making Amendments to the Federal Law 'On Joint Stock Companies' and Certain Acts of Law of the Russian Federation” dated April 16, 2022, the circulation of Gazprom's DRs has been terminated. As of December 31, 2023, shares represented by the depositary receipts made up 6.6 per cent of the equity capital of Gazprom.

The DRs of Gazprom were issued under two programs:

• First-level program, under which one depositary receipt represents two shares of Gazprom. This program was discontinued on August 3, 2022.
• Rule 144A program, under which one depositary receipt represents ten shares of Gazprom. This program was discontinued on June 9, 2022. 

Procedures for converting the depositary receipts into PJSC Gazprom's shares:

• standard procedure. If the DRs were not converted automatically and the investor did not use the declarative conversion procedure, then the standard conversion procedure can be used upon request made by the investor either to his broker/depository or to The Bank of New York Mellon;
• declarative procedure. This option was available for holders or beneficial owners of the DRs the rights to which were recorded in foreign depositories. The declarative conversion was completed on November 24, 2022;
• automatic conversion procedure was performed with regard to the DRs which are in the custody of Russian depositories (those are mostly the DRs that were purchased at SPB Exchange). The shares were credited to the accounts of investors in the same depositories where the respective DRs were placed.

Detailed information on the conversion of the DRs into PJSC Gazprom's shares is available on the https://adr.gazprom.com website.

¹ The effective date of Federal Law No. 114-FZ of April 16, 2022.
² Persons in whose interests the holders of the depositary receipts possess and/or manage the same.

ADR Program history

Gazprom's ADR Program was launched on October 21, 1996. In the late 1990s, Gazprom's shares and the Russian stock market in general were underrated. Because of the danger of a foreign takeover, the Russian Government imposed restrictions on the purchases of Gazprom's shares by foreign investors. At that time, there were two markets for Gazprom's shares: the Russian market of ordinary shares and the ADR market limited to 4.4 per cent of the equity capital. The prices of shares and ADRs differed significantly from one another.

The Russian Government and Gazprom's management joined efforts to liberalize the Company's stock market. In 2005, the Government gained control over Gazprom's shares, thus fulfilling the main condition for lifting the restrictions on the acquisition and trading of the Company's shares. In April 2006, a new ADR Program – the so-called first-level Program – was launched. The Program provides for the possibility of trading the issuer's receipts in the United States exclusively at the over-the-counter market and enables private investors to hold the receipts. Before that, Gazprom's receipts were issued in line with Rule 144A and Regulation S, meaning that institutional American investors with a portfolio of over USD 100 million, as well as non-US investors, were entitled to hold the Company's receipts.

Before 2006, one ADR represented 10 shares of Gazprom; starting from 2006, the ratio was reduced to 1:4, and from 2011 – to 1:2.

Capitalization

As of the end of 2023, Gazprom's market capitalization was RUB 3.8 trillion, which equates to USD 42.3 billion.