A meeting of the Board of Directors took place at the Gazprom headquarters.

The meeting resolved to convene the Annual General Shareholders Meeting of Gazprom on June 25, 2010, starting from 10am, at the Gazprom headquarters in Moscow. The registration of participants will be held on June 23, from 10am till 5pm and on June 25, 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’s 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 2009, as well as the Gazprom (parent company) Annual Accounting Statements for 2009 prepared in accordance with the Russian legislation.

The Board recommended that the Shareholders Meeting approve the allocation of Gazprom’s net profit based on the 2009 operating results.

The Board recommended that the Shareholders Meeting approve the proposal to pay out RUB 2.39 per share in annual dividends based on the Gazprom 2009 operating results. The dividends have been calculated according to the approaches defined in the Company’s Dividend Policy and account for 17.5 per cent of Gazprom’s net profit for 2009 less the net profit received from revaluation of financial investments (largely – the share holding of Gazprom neft owned by Gazprom) and unsecured by the real cash flow. The dividends payment period will end on December 31, 2010.

The meeting endorsed the proposals on the amount of the remuneration for 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 the Company’s Auditor subject to the approval by the General Shareholders Meeting of Gazprom.

The Board also submitted for consideration by the Shareholders Meeting the draft amendments in the Gazprom Charter and the Regulation on the Company’s General Shareholders Meeting. The amendments in these documents are driven by the modifications and updates introduced into the Federal Law “On Joint-Stock Companies” in 2009.

In addition, the Board adopted decisions on other issues relative to preparation for and holding of the annual General Shareholders Meeting of Gazprom.

Background:

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

- approval of the Company’s Annual Report;

- approval of the Company’s Annual Accounting Statements including the Profit and Loss Statements (Profit and Loss Accounts);

- approval of the distribution of the Company’s profit based on the results of 2009;

- on the amount, time and form of  the dividend payment based on the results of 2009;

- approval of the Company’s Auditor;

- on the introduction of amendments into the Company’s Charter;

- on the introduction of amendments into the Regulation on the General Shareholders Meeting;

- on the remuneration for the Board of Directors (Supervisory Council) Members – non-government officials in the amount prescribed by  the Company’s regulatory documents;

- on the remuneration for the Audit Commission Members;

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

- election of the Board of Directors Members;

- election of the Audit Commission Members.