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GAZPROM

August 2, 2005

Citigroup provides fairness opinion on Gazprom’s 10.74% stake sale to Rosneftegaz transaction

Gazprom has received a fairness opinion of Citigroup on the price of Gazprom’s 2,542,500,000 shares (10.7399 percent of the corporate charter capital) sold by its subsidiaries to Rosneftegaz.

In accordance with the opinion given, the stake price (worth RUR 203,501,700,000) is fair for Gazprom from a financial viewpoint.

Reference:

A fairness opinion on a stake sale/purchase deal is provided to confirm that the price, at which shares are or have been sold, fits with their market value and that the shareholders’ rights are not infringed.

In June 2005, Rosneftegaz and Gazprom’s subsidiaries (Gazprombank, Gazprominvestholding, Gazfond and Gazprom Finance BV) clinched the deals on sale/purchase of Gazprom’s 2,542,500,000 shares, which is 10.7399% of the Company’s authorized capital.

The transactions will be settled in three tranches, with the first one, worth more than RUR 16.2 bln, already received by the Gazprom Group in July, this year. The second and third tranches are due before 25 October and 25 December 2005, respectively.

The transactions were endorsed by the Rosneftegaz Shareholders’ Meeting and Gazprom’s Board of Directors on 16 June 2005.

Increasing the state’s share in Gazprom’s authorized capital to a controlling stake marks the initiation of the Company’s share market liberalization.

Citigroup is one of the world’s largest financial institutions. The company has acted as co-arranger of a range of syndicated loans taken by Gazprom to construct the Yamal-Europe gas pipeline as well as served as lead manager on the Gazprom’s debut Eurobond issue. In the fall of 2004, Gazprom and Citigroup entered into an agreement to come up with a fairness opinion on the deal aimed at increasing the state’s share in Gazprom’s authorized capital.

DIVISION OF RELATIONS WITH MASS MEDIA

 

 

 

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