OGZD.L Regulatory News (OGZD)

1 Feb 2008 14:32

Oao Gazprom01 February 2008 February 01, 2008 Moscow ON ACQUISITION BY OAO "GAZPROM" OF ITS SHARES OUTSTANDING Open Joint-Stock Company Gazprom hereby notifies about an acquisition of itsordinary shares outstanding (state registration # 1-02-00028-A) in an amount of1 700 000 (one million seven hundred thousand) shares, which Gazprom willacquire as part of its program of top management motivation. Orders to purchase the shares will be collected through ZAO Stock Exchange MICEXfrom February 4, 2008, through March 5, 2008, with deals being made on March 5,2008. According to Article 72 of the Russian Federal Law "On Joint StockCompanies" and Article 9 of the Charter of Gazprom the resolution ofGazprom Board of Directors No. 1117 dated December 24, 2007, sets terms andprocedures for the Company to acquire its shares. In the case each shareholderhas the right to sell his/her shares, and the Company is obliged to purchase iton terms set out in the resolution and equal for all shareholders. Articles 3 and 12 of the Russian Federal Law "On Joint Stock Companies" allow only brokers, dealers and investment managers to act as tradeparticipants on a stock exchange. A person, not being a trade participant, canonly perform stock exchange transactions through a broker on the basis of acommutative agreement concluded with him (hereinafter broker agreement). Considering that the Company will purchase its Shares through ZAO Stock ExchangeMICEX, a shareholder with no broker agreement should conclude one to execute his/her right to sell the Shares under the resolution of the Board of Directors No.1117 dated December 24, 2007. Detailed information on pricing procedures, terms of filing orders andconcluding deals, trading sessions schedule and payment arrangements is given onthe Company Internet site (www.gazprom.ru, www.gazprom.com). This Notice has not been submitted to or reviewed by the United StatesSecurities and Exchange Commission ("SEC") or any state securities commissionand neither the SEC nor any such state securities commission has approved ordisapproved or determined whether this Notice is truthful or complete. Anyrepresentation to the contrary is a criminal offence in the United States ofAmerica. This Notice is being made for the ordinary shares of a Russian companyand this Notice complies with Russian disclosure requirements, which may differU.S. disclosure requirements. OAO "Gazprom" is incorporated under the laws of the Russian Federation. Most ofthe officers and directors of OAO "Gazprom" are residents of countries otherthan the U.S. and all or a substantial proportion of the assets of OAO "Gazprom"are located outside the United States. As a result, it may not be possible forU.S. shareholders to effect service of process within the United States upon OAO"Gazprom" or such persons or to enforce against any of them judgments of U.S.courts predicated upon the civil liability provisions of the federal securitieslaws of the United States. OAO "Gazprom" and any of their respective subsidiaries and any advisor, brokeror financial institution acting as an agent of or for the account or benefit ofOAO "Gazprom" may, subject to applicable Russian and U.S. securities laws, rulesand regulations and pursuant to exemptive relief granted by the SEC from Rule14e-5 under the Securities Exchange Act of 1934, as amended, make certainpurchases of, or arrangements to purchase, ordinary shares of OAO "Gazprom"outside the United States during the period in which the offer contemplated inthis Notice remains open for acceptance, including purchases in the open marketat prevailing prices or in private transactions at negotiated prices. OAO"Gazprom" will disclose promptly any information regarding such purchases of itsordinary shares, if and to the extent required under applicable Russian laws,rules and regulations. This information is provided by RNS The company news service from the London Stock Exchange