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GAZPROM

October 26, 2005

Deutsche Bank gives fairness opinion on purchase price of Sibneft’s 72.663% stake

JSC Gazprom has received a fairness opinion of Deutsche Bank AG (London branch) on the price of JSC Sibneft’s 72.663 per cent stake (worth US $13.091 bln) acquired by Gazprom Finance B.V., a Gazprom’s affiliated company.

To provide the opinion, Deutsche Bank scrutinized (including but not limited to) specific information on Sibneft’s financial & economic activity and standing on the Russian and global stock markets, looking into the exchange trading in and value of Sibneft’s shares and performing a comparative analysis of the company’s financial highlights and identical parameters recorded by a string of other firms operating in related industry branches with shares listed on a stock exchange. In addition the Bank’s experts performed a study and analysis of other factors perceived indispensable for the occasion.

In giving the opinion, Deutsche Bank also took into account (among other issues) the fact that upon finalization of this particular deal and with other deals already completed or pending execution, Gazprom together with its affiliates would own an excess of 75 per cent of Sibneft’s voting stock and that whatsoever existing and potential litigation would make no substantial unfavorable impact on Sibneft and its affiliates.

In accordance with the opinion given, Deutsche Bank drew up a conclusion that US $13.079 bln paid for the Sibneft 72.663 per cent stake was a fair price for Gazprom from a financial viewpoint.

Reference:

Deutsche Bank AG’s fairness opinion is exclusively intended for JSC Gazprom’s Board of Directors and its preparation represents a complex process (not always susceptible to brief description) involving subjective commercial decision making when identifying eligible ways of financial analysis and their use under concrete circumstances. In providing the opinion, Deutsche Bank has not attached specific significance to any particular factor of analysis.

The fairness opinion-related services of Deutsche Bank do not fall under the Appraising Activity definition formulated in the Federal Laws on the Licensing of Separate Businesses and Appraising Activity in the Russian Federation as well as in the RF Government’s Directive on the Appraising Activity Licensing. The method and scope of analysis performed by Deutsche Bank in giving the opinion as well as the scope, form and essence of the opinion itself have been identified at the sole discretion of Deutsche Bank. In particular, the Bank wasn’t acting as financial adviser on the deal for the customer.

Counting on EUR 901 bln in total assets and employing 64,500 people, the Deutsche Bank Group renders ultra-high quality financial services in 74 locations worldwide. Deutsche Bank AG strives to become a world’s leading provider of financial services to the most demanding customers and is aggressive in forming exclusive values for its shareholders and employees. Deutsche Bank has served for Gazprom as a joint lead manager on a number of Eurobond issues and large syndicated loans as well as furnished the Company with a handful of direct loans.

 

 

 

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