Board endorses amendments to Gazprom's articles and Board of Directors guidelines

Background

The need to amend the corporate Articles has been largely driven by the enforcement of the Directive (effective from 15 December 2004) by the Federal Financial Markets Agency on the Securities Market Trading Provision Approval. The Directive imposes specific requirements towards articles of association of the companies listing their shares on stock exchanges.

In particular, the draft amendments to the Articles prescribe the General Shareholders’ Meeting Advisory publication deadline to be not later than within 30 days of the Meeting date.

In addition, the draft amendments stipulate Gazprom’s reserve fund to be fixed in the amount of 7.3% of the authorized capital instead of setting the lower fund margin (not less than 5% of the authorized capital).

Gazprom’s Articles are proposed to potentially include the provision to publish the Shareholders’ Meeting advisories in the Trud and/or Tribuna newspapers with the view of reinforcing the shareholders’ right to obtain information on the Meetings. At present, the Meeting advisories can be published in the Trud paper only.

The draft amendments to the Gazprom’s Articles and Board of Directors Guidelines are also proposed to exclude the quarterly report approval standards due to the absence of such requirements in the legislation.

In addition, the draft amendments are projected to include the Board activity specifications.