A Board of Directors’ meeting is underway at Gazprom headquarters.

The meeting resolved to convene the annual General Shareholders Meeting of Gazprom on June 26, 2009, starting from 10am, at Gazprom headquarters in Moscow. The registration of participants will be held on June 24, from 10am till 5pm and on June 26, from 9am.

The Board approved the agenda of the Gazprom annual General Shareholders Meeting.

The Board formed the Shareholders Meeting Presidium to be made up of Gazprom Board Members and approved the Board Chairman Viktor Zubkov as the Shareholders Meeting Chairman.

The meeting took the decision to provisionally endorse and submit for the Shareholders Meeting approval the Gazprom Annual Report for 2008 as well as the Gazprom (parent company) Annual Accounting Statements for 2008 prepared in accordance with the Russian legislation.

The Board recommended that the Shareholders Meeting approve the allocation of Gazprom net profit based on the 2008 operating results.

Pursuant to the Russian Government’s directive the Board recommended that the Shareholders Meeting approve the proposal to pay out RUB 0.37 per share in annual dividends (5 per cent of the net profit) based on the Gazprom 2008 operating results and set December 31, 2009 as the dividend payment deadline.

The Board endorsed proposals on the remuneration of the Board of Directors and Audit Commission Members.

The Board reviewed the results of the open tender for the selection of an auditing company responsible for performing statutory annual audit of Gazprom and nominated the tender winner – PricewaterhouseCoopers Audit as Gazprom auditor subject to approval by the Shareholders Meeting.

The Board also adopted decisions on other matters relative to the Gazprom annual General Shareholders Meeting preparation and holding.

Background:

The agenda of the Gazprom annual General Shareholders Meeting endorsed by the Board of Directors includes the following items:

- approval of the Annual Report

- approval of the Annual Accounting Statements including Profit & Loss Statements (Profit & Loss Accounts)

- approval of the distribution of profit based on the results of 2008

- on the amount, time and form of payment of dividends based on the results of 2008

- approval of an auditor

- on the remuneration of the Board of Directors and Audit Commission Members

- on the ratification of transactions of corporate interest, to be potentially executed by Gazprom while carrying on usual business

- election of the Board of Directors Members

- election of the Audit Commission Members