Notice of AGM

25 May 2006 08:14

Oao Gazprom25 May 2006 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 oflocation of the Company being: 16 Nametkina St., City of Moscow, RussianFederation) 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 placeof 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 formof collective presence of shareholders to discuss the matters on the agenda andadopt decisions on the matters put to the vote. The list of shareholders that are entitled to participate in the annual GeneralShareholders' Meeting has been compiled on the basis of data appearing in theshareholders' register of OAO Gazprom as at the end of the operating day on May12, 2006. The registration of participants in the meeting will be carried out by theCounting 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 (495) 719-40-15. In order to be registered, a participant in the meeting shall present; - in the case of a shareholder that is an individual, a document evidencing his or her identity; - in the case of the representative of a shareholder that is an individual, a power of attorney from the shareholder and a document evidencing the identity of the representative; - in the case of the representative of a shareholder that is a legal entity, a power of attorney from the legal entity and a document evidencing the identity of the representative; - in the case of an executive officer of a legal entity that is a shareholder in the company, a document confirming his or her powers to participate in the meeting and a document evidencing his or her identity; - the successors in title of persons included on the list of persons that are entitled to participate in the meeting shall also submit documents confirming their powers as such successors. As at May 12, 2006, approximately 500,000 holders of shares, residing in theRussian Federation or abroad, were registered in the shareholders' register ofOAO Gazprom, which would make it difficult for all shareholders to participatein the meeting. Taking into account the foregoing, shareholders are being advised to exercisetheir right to participate in the annual General Shareholders' Meeting throughtheir representatives using a power of attorney made out in writing or by meansof delivering filled-in voting ballots to the Company. Ballots may be deliveredby mail to, or handed over at, the following address: OAO Gazprom, 16 NametkinaSt., City of Moscow, V-420, GSP-7, 117997. In determining whether a quorum forthe meeting is present and establishing the results of a vote, only ballotsreceived by the Company prior to 6 p.m. on June 27, 2006 will be taken intoaccount. 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 preparationfor the meeting are available for review starting from June 9 on OAO Gazprom'spremises at 16 Nametkina St., City of Moscow, Russian Federation, the telephonenumber for queries being (495) 719-26-01; in regional depositaries of CBGazprombank (ZAO) and in the specialised registrar (register holder) at 71/32Novocheryomushkinskaya St., City of Moscow, 117420; and in the case ofshareholders who are OAO Gazprom's employees, also at the place of theiremployment. 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 GeneralShareholders' Meeting adopt the decision to pay annual dividends, based on theresults of the Company's activities in 2005, in the amount of 1.5 rubles perordinary share with a nominal value of 5 rubles and set December 31, 2006 as thefinal date for dividend payments. The calculation of dividends has been carried out in accordance with theDividend Policy of OAO Gazprom approved by Decision of the Board of DirectorsNo. 219 dated as of April 24, 2001. This information is provided by RNS The company news service from the London Stock Exchange