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Taking into account the foregoing, shareholders are being advised to exercise their right to participate in the annual General Shareholders’ Meeting through their representatives using a power of attorney or by means of delivering filled-in voting ballots to the Company. Ballots may be delivered by mail to the following address: OAO Gazprom, 16 Nametkina St., Moscow, GSP7, 117997, or handed over at the following address: 16 Nametkina St., City of Moscow. In determining whether a quorum for the meeting is present and establishing the results of a vote, only ballots received by the Company prior to 6 p.m. on June 23, 2009 will be taken into account.

Agenda for Annual General Shareholders’ Meeting of OAO Gazprom

  • 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 2008.

4. Regarding the amount of, time for and form of payment of dividends based on the results of 2008.

  • 5.

    Approval of the external auditor of the Company.

  • 6.

    Regarding the remuneration of members of the Board of Directors and Audit

Commission of the Company. 7. Regarding the approval of interested-party transactions that may be entered into by OAO Gazprom in the future in the ordinary course of business.

  • 8.

    Election of members of the Board of Directors of the Company.

  • 9.

    Election of members of the Audit Commission of the Company.

The information (materials) to be provided in connection with the preparation for the meeting are available for review starting from June 5 in OAO Gazprom’s premises at 16 Nametkina St., City of Moscow (the telephone number for queries being (495) 719-26-01); from the Company’s registrar, ZAO SR-DRAGa, and in regional depositaries of Gazprombank (Open Joint Stock Company); and in the case of shareholders who are OAO Gazprom’s employees, also at the place of their employment.


[Moscow #107798 v2]

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