Gazprom has received a fairness opinion of Deutsche Bank (London branch) and United Financial Group (UFG) 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.

To provide the opinion, Deutsche Bank and UFG scrutinized (including but not limited to) information on Gazprom’s financial & economic activity and standing on the Russian and global stock markets, looking into the exchange trade in and value of the Company’s ordinary shares & ADRs and performing a comparative analysis of the Company’s financial highlights & securities value and identical parameters recorded by a number of other energy companies listing shares on a stock exchange.

In giving the opinion, the companies also took into account (among other issues) the fact that the deal should substantially contribute to the Gazprom’s share market liberalization to be completed through 31 December 2005.

In accordance with the opinion given, the stake price (worth RUR 203,501,700,000) is fair for Gazprom’s unassociated shareholders 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.

Counting on over EUR 900 bln in total assets, the Deutsche Bank Group renders financial services in 74 locations worldwide. Deutsche Bank AG has served for Gazprom as a joint lead manager on a number of Eurobond issues and most large syndicated loans as well as furnished the Company with a handful of direct loans.

United Financial Group (UFG) is a leading investment bank in Russia, providing a full range of financial & advisory services to foreign and Russian firms.

Deutsche Bank and UFG have acted as financial advisers for Gazprom on the sale of its 10.74% stake to Rosneftegaz.

DIVISION OF RELATIONS WITH MASS MEDIA