Corporate Governance 139 Full name Short name Country Iberdrola S.A. – Spain Korea Gas Corporation Kogaz South Korea Magyar Foldgaskereskedo MFGK Hungary N.V. Nederlandse Gasunie – Netherlands Naftna Industrija Srbije A.D. NIS Serbia OMV Aktiengesellschaft OMV Austria Pacific Rubiales Energy Corp. Pacific Rubiales Canada Vietnam Oil and Gas Group Petrovietnam Vietnam PIRA Energy Group PIRA USA RAG ES – Austria Royal Dutch Shell plc. Shell Great Britain Sakhalin Energy Investment Company Ltd. Sakhalin Energy Bermuda Salym Petroleum Development N.V. – Netherlands Statoil ASA Statoil Norway The Bank of New York Mellon – USA Total S.A. Total France Vemex s.r.o. – Czech Republic Vitol S.A. Vitol Switzerland VNG-Verbundnetz Gas AG – Germany Wintershall Holding GmbH – Germany Wintershall AG – Germany OAO <strong>Gazprom</strong> Annual Report 2014
140 Additional information List of Interested-Party Transactions in 2014, approved by OAO <strong>Gazprom</strong>’s Governance Bodies 1. Travel costs insurance contract for employees, travelling on business, signed with OAO SOGAZ INSURANCE. The contract provides for insurance coverage for travel costs of OAO <strong>Gazprom</strong> employees (the «Insured») going on business trips away from their permanent residence. The contract becomes effective on 1 January 2014 and is valid until 31 December 2014. The interested parties include OAO <strong>Gazprom</strong>’s executives A. B. Miller, N. N. Dubik, A. V. Kruglov. Approved by the Resolution of OAO <strong>Gazprom</strong>’s Annual General Shareholders Meeting dated 28 June 2013. 2. Contract for fixed assets stock-taking signed with OAO Druzhba. The cost of services is RUB 29,467.00 (net of VAT). The time of service delivery is from 1 November 2013 through 31 December 2013. The contract becomes effective on the execution date. The terms and conditions of the contract apply to the parties from 1 November 2013. The interested party is A. N. Kozlov, member of OAO <strong>Gazprom</strong>’s collegial executive body. Approved by the Resolution of OAO <strong>Gazprom</strong>’s Annual General Shareholders Meeting dated 28 June 2013. 3. Contract for gas transportation arrangement services within the Russian Federation in 2014, signed with TOO KazRosGaz. TOO KazRosGaz instructs, and OAO <strong>Gazprom</strong> undertakes to arrange the transportation of up to 6,916 mmcm of gas owned by TOO KazRosGaz through the gas transportation system of the Russian Federation. The contract comes into force on the date of its signing by the parties, applies to the parties from 1 January 2014, and is effective until 31 December 2014, and for settlements — until settlements are completed. The interested parties are members of OAO <strong>Gazprom</strong>’s collegial executive body: A. I. Medvedev, K. G. Seleznev, V. A. Golubev. Approved by the Resolution of OAO <strong>Gazprom</strong>’s Annual General Shareholders Meeting dated 28 June 2013. 4. Addendum No. 1 to Contract of Suretyship No. 46/10-V-P dated 16 July 2010, signed with OAO GPB. The Surety is OAO <strong>Gazprom</strong>; the Bank (Lender) is OAO GPB; the Beneficiary: the Debtor (Borrower) is OAO <strong>Gazprom</strong> Space Systems. Subject-matter: amendments to the Contract of Suretyship: amendments to certain material terms (of which OAO <strong>Gazprom</strong> is aware as the Surety) of Facility Agreement No. 46/10-V dated 16 July 2010, signed between OAO GPB and OAO <strong>Gazprom</strong> Space Systems (the “Facility Agreement”), due to amendments to the Facility Agreement; inclusion of certain rights and obligations of OAO GPB and OAO <strong>Gazprom</strong> in the Contract as follows: In the event of any changes in OAO GPB’s ownership structure, leading to changes in the details of shareholders owning more than 5% of OAO GPB’s voting shares and/or changes in the number of shareholders owning less than 5% of OAO GPB’s voting shares (except for changes in respect of listed shares), or changes in the structure of OAO GPB’s executive body, provided that in each case the relevant news were not published on OAO GPB’s official website (www.gazprombank.ru), the Bank shall, within 5 business days of becoming aware of any such change, notify OAO <strong>Gazprom</strong> accordingly (with supporting documents attached) via an email. OAO <strong>Gazprom</strong> may, at its own discretion, refuse to perform the Contract if OAO GPB fails to inform of such changes, making sure, however, that the obligations of OAO <strong>Gazprom</strong> Space Systems to repay the principal and pay interest for the use of the facility arising out of the Facility Agreement are met. If OAO <strong>Gazprom</strong> unilaterally withdraws from the Contract on the above grounds (and provided OAO <strong>Gazprom</strong> meets OAO <strong>Gazprom</strong> Space Systems’ obligations under the Facility Agreement), the Contract is deemed terminated from the date OAO GPB receives from OAO <strong>Gazprom</strong> a written notice of withdrawal from the Contract, or from any other date specified in such notice. Amended material terms of the Facility Agreement: 1. Rate of interest on actual outstanding debt: – 12.5% p.a. on facility tranches issued from the execution date of the Facility Agreement until 30 September 2010 (inclusive); – 10.5% p.a. on facility tranches issued from 1 October 2010. 2. The loan is disbursed in tranches (the “Tranches”). The last tranche may not be made available later than 52 months from the execution date of the Facility Agreement. The Addendum comes into force on the date of its signing by the parties. The interested parties include OAO <strong>Gazprom</strong>’s executives A. B. Miller, M. L. Sereda, E. A. Vasilieva, A. V. Kruglov, K. G. Seleznev, A. I. Akimov, S. F. Khomyakov, V. A. Markelov. Approved by Resolution of OAO <strong>Gazprom</strong>’s Board of Directors No. 2295 dated 27 December 2013. 5. Addendum No. 1 to Contract of Suretyship No. 47/10-R-P dated 16 July 2010, signed with OAO GPB. The Surety is OAO <strong>Gazprom</strong>; the Bank (Lender) is OAO GPB; the Beneficiary: the Debtor (Borrower) is OAO <strong>Gazprom</strong> Space Systems. Subject-matter: Amendments to the Contract of Suretyship: amendments to certain material terms (of which OAO <strong>Gazprom</strong> is aware as the Surety) of Facility Agreement No. 47/10-R dated 16 July 2010, signed between OAO GPB and OAO <strong>Gazprom</strong> Space Systems (the “Facility Agreement”), due to amendments to the Facility Agreement; inclusion of certain rights and obligations of OAO GPB and OAO <strong>Gazprom</strong> in the Contract as follows: In the event of any changes in OAO GPB’s ownership structure, leading to changes in the details of shareholders owning more than 5% of OAO GPB’s voting shares and/or changes in the number of shareholders owning less than 5% of OAO GPB’s voting shares (except for changes in respect of listed shares), or changes in the structure of OAO GPB’s executive body, provided that in each case the relevant news were not published on OAO GPB’s official website (www.gazprombank.ru), the Bank shall, within 5 business days of becoming aware of any such change, notify OAO <strong>Gazprom</strong> accordingly (with supporting documents attached) via an email. OAO <strong>Gazprom</strong> may, at its own discretion, refuse to perform the Contract if OAO GPB fails to inform of such changes, making sure, however, that the obligations of OAO <strong>Gazprom</strong> Space Systems to repay the principal and pay interest for the use of the facility arising out of the Facility Agreement are met. If OAO <strong>Gazprom</strong> unilaterally withdraws from the Contract on the above grounds (and provided OAO <strong>Gazprom</strong> meets OAO <strong>Gazprom</strong> Space Systems’ obligations under the Facility Agreement), the Contract is deemed terminated from the date OAO GPB receives from OAO <strong>Gazprom</strong> a written notice of withdrawal from the Contract, or from any other date specified in such notice. Amended material terms of the Facility Agreement: 1. Rate of interest on actual outstanding debt: – 12.5% p.a. on facility tranches issued from the execution date of the Facility Agreement until 30 September 2010 (inclusive); – 10.5% p.a. on facility tranches issued from 1 October 2010. 2. The loan is disbursed in tranches. The last tranche may not be made available later than 52 months from the execution date of the Facility Agreement. The Addendum comes into force on the date of its signing by the parties. The interested parties include OAO <strong>Gazprom</strong>’s executives A. B. Miller, M. L. Sereda, E. A. Vasilieva, A. V. Kruglov, K. G. Seleznev, A. I. Akimov, S. F. Khomyakov, V. A. Markelov. Approved by Resolution of OAO <strong>Gazprom</strong>’s Board of Directors No. 2295 dated 27 December 2013. OAO <strong>Gazprom</strong> Annual Report 2014
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