Replacement: Measures to increase capitalization

21.05.2013

Gazprom taking measures to increase its capitalization

The Gazprom Board of Directors took notice of the information on measures aimed at increasing the Company's capitalization.

It was mentioned that at present Gazprom's shares as well as the whole Russian stock market were strongly underestimated by the investment community. It is mainly explained by the high uncertainty in the global financial market and the risk of global deceleration of economic growth.

Under such complicated market conditions Gazprom introduces comprehensive measures aimed at increasing the Company's capitalization. In 2013 Gazprom approved the Order on Arrangements for Improving the Corporate Governance in Gazprom as well as the Order on Arrangements for Disclosing Information in the Form of Messages. Their objective is to enhance the Company's transparency and investment attractiveness. In the framework of these documents Gazprom implements a number of measures in several key areas.

In particular, with a view to achieve higher information transparency the work is underway for boosting the scope of information disclosed on Gazprom's activities. The Company also improves the quality and timeliness of information disclosure, for instance, stepping up the release of financial statements.

In addition, Gazprom jointly with specialized organizations has started auditing the corporate governance practice for further improving it and obtaining the National Rating of Corporate Governance.

Another important line of activities is the listing on the MICEX Stock Exchange. Including Gazprom's shares into the quotation list of securities qualified for trading in the MICEX Stock Exchange will make it possible to lift restrictions on the acquisition of the Company's shares by Russian institutional investors, namely pension and investment funds and insurance companies. It will raise the confidence in Gazprom's securities and increase the share of Russian financial structures among the Company's investors.

Gazprom also takes major efforts to build up long-term relations with representatives of the investment community. In particular, regular conference calls and meetings with the Company's top managers are held for them. The direct interaction with Gazprom's management enables the investment community members to get up-to-date in-depth information regarding the Company's development strategy, plans and latest achievements.

In recent years Gazprom has been taking sustained efforts aimed at enhancing the transparency and predictability of dividend payouts to shareholders. The new dividend policy adopted by the Company in 2010 made the calculation methods more comprehensible, and the proportion of Gazprom's investment and shareholder revenues became more balanced. Gazprom's endeavors targeted at increasing the dividend payout ratio are approved by the investors and enable the Company's shares to remain the most liquid securities in the Russian market.

Gazprom is not satisfied with what has been achieved and keeps on improving the dividend policy. In particular, the Company considers the possibility of using the consolidated net income under the IFRS as the basis for dividend calculation.

Moreover, Gazprom takes an active part in streamlining the Russian legislation in order to improve the investment climate and the rights of investors and ADR holders and, consequently, to increase the Company's capitalization.

The Gazprom Board of Directors tasked the Management Committee to carry on with the measures aimed at increasing the Company's market capitalization.