OAO GAZPROMNOTES TO THE IAS CONSOLIDATED FINANCIAL STATEMENTS—(Continued)(In millions of Russian Roubles in terms of the equivalent purchasing power of the Rouble at31 December 2001, except as noted)23 PRINCIPAL SUBSIDIARY UNDERTAKINGS (continued)Year ended 31 December2000 1999Minority interest at the beginning of the reporting period 8,819 6,763Minority interest share of net profit of subsidiary undertakings 1,801 261Change in minority interest as a result of (disposal) acquisition (265) 1,795Minority interest at the end of reporting period 10,355 8,81924 RELATED PARTIESRelated parties are considered to be related if one party has the ability to control the other partyor exercise significant influence over the other party in making financial and operating decisions.GovernmentThe Government of the Russian Federation, the principal shareholder of the Group, ownsapproximately 38.37% of the issued shares of the Group. Governmental economic and social policiesaffect the Group's financial position, results of operations and cash flows.As a condition of privatisation in 1992, the Government imposed an obligation on the Group toprovide an uninterrupted supply of gas to customers in the Russian Federation at government controlledprices.Directors' remunerationIn 2000 the <strong>Company</strong> paid to members of the Board of Directors and Management Committeeremuneration (salary and bonuses) for the total amount of approximately RR 66. The remuneration ofmembers of the Board of Directors is subject to approval by the General shareholders meeting.Compensation paid to members of the Management Committee is determined by the terms of annualemployment contracts.OtherIncluded within other long-term assets are USD denominated receivables from EuRoPolGaz s.a.in the amount of RR 14,404 and RR 17,502 at 31 December 2000 and 1999, respectively. Includedwithin associated undertakings (see Note 11) is an interest-bearing loan receivable from EuRoPolGazs.a., in the amount of RR 27,855 and RR 27,228 at 31 December 2000 and 1999, respectively, issuedby <strong>Gazprom</strong>bank, a subsidiary of the Group.Also included within associated undertakings (see Note 11) is an interest-bearing loan receivablefrom WINGAS GmbH, in the amount of RR 15,399 and RR 19,267 at 31 December 2000 and 1999,respectively. In determining the interest rates for related party financing, the Group follows a pricingpolicy which requires positive interest margins to be earned on all lendings to related parties.Included within accounts receivable (see Note 8) are accounts receivable from Group associates(excluding EuRoPolGaz s.a.) in the amount of RR 20,189 and RR 22,099 as at 31 December 2000 and31 December 1999 respectively.During 2000 and 1999 the Group supplied gas to its associates in the amount of RR 43,353 andRR 27,691, respectively.F-32
OAO GAZPROMNOTES TO THE IAS CONSOLIDATED FINANCIAL STATEMENTS—(Continued)(In millions of Russian Roubles in terms of the equivalent purchasing power of the Rouble at31 December 2001, except as noted)24 RELATED PARTIES (continued)Gas is sold to associates, except for that sold to ZAO Gazsnabtransit of Moldova, on the basis oflong-term contracts, at market prices based on world oil and gas prices. Gas prices per thousand cubicmeters ("tcm") for such sales ranged from USD 64 to USD 133 in 2000 and from USD 50 to USD 84 in1999. Gas is sold to ZAO Gazsnabtransit based on annual contracts with fixed prices. Prices of gas pertcm sold to Moldova amounted to USD 80 and USD 60 in 2000 and 1999, respectively.Amounts due from ZAO Gazsnabtransit at the reporting date are presented net of a bad debtprovision of RR 14,100.In addition, the Group purchased gas transportation services from certain of the associatedundertakings, principally EuRoPolGaz s.a., which amounted to RR 7,293 and RR 574 for 2000 and1999, respectively. The cost of these services was determined based on prices of gas sold to thesecompanies.In the normal course of business, the Group enters into transactions with OAO Stroytransgaz forthe construction of pipelines in the Russian Federation on the basis of the results of tenders. During2000 and 1999 certain representatives of the Group Board of Directors and members of their familiesowned significant shareholdings in OAO Stroytransgaz.OAO Stroytransgaz rendered constructions services for the Group in the amounts of RR 28,141and RR 23,767 for the years ended 31 December 2000 and 31 December 1999, respectively. As at 31December 2000 and 31 December 1999, the Group had advances and receivables due from OAOStroytransgaz in the amounts of RR 2,015 and RR 822, respectively. As at 31 December 2000 and 31December 1999, the Group had accounts payable to OAO Stroytransgaz in respect of construction ofRR 10,826 and RR 5,877 respectively. As at 31 December 2000 and 31 December 1999,<strong>Gazprom</strong>bank, the Group's principal banking subsidiary, had loans receivable from OAO Stroytransgazof RR 1,219 and RR 229, respectively. Included within other long-term assets is a receivable due fromOAO Stroytransgaz in connection with finance arrangements for construction for the Group undertakenby OAO Stroytransgaz in the amounts of RR 6,944 and RR 10,210 at 31 December 2000 and 1999,respectively.During 2000 and 1999 certain members of the families of certain members of the Board ofDirectors of the <strong>Company</strong> owned significant interests in OOO Interprokom.OOO Interprokom acts as an agent for the Group in the acquisition of equipment and isremunerated for those services based on a fixed commission percentage. OOO Interprokom acted asan agent in the Group's acquisition of RR 5,482 and RR 4,242 of equipment in the years ended 31December 2000 and 1999, respectively. As at 31 December 2000, the Group had advances andreceivables due from OOO Interprokom in the amount of RR 2,910. As at 31 December 1999 the Grouphad payables to OOO Interprokom in the amount of RR 3,107. Commission paid to OOO Interprokomamounted to RR 72 and RR 27 for the years ended 31 December 2000 and 1999, respectively.<strong>Gazprom</strong>bank, the Group's principal banking subsidiary, had outstanding import letters of creditissued on behalf of OOO Interprokom and sub-contractors of OOO Interprokom in the amount of RR9,630 and RR 5,555 at 31 December 2000 and 1999, respectively. These import letters of credit areissued to third party suppliers in connection with the purchase of equipment by OOO Interprokom onbehalf of the Group.During 2000, a member of the Council of <strong>Gazprom</strong>bank acquired from that bank an 8.5% interestin AEB for RR 254. AEB is an associated undertaking of the Group at 31 December 2000 (see Note11). A loss of RR 208 was recognized under IAS on the disposal. This loss was the result of a decreasein the Group's share in the net assets of AEB and translation differences recognised on the disposedshares.F-33
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OFFERING CIRCULARJOINT-STOCKCOMPANY
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classifications and methodologies,
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INVESTMENT CONSIDERATIONSAn investm
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Ethnic and religious differences in
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TRANSACTION SUMMARYThe transaction
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SELECTED FINANCIAL INFORMATIONThe s
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CAPITALISATIONThe following table s
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OAO GAZPROMPrivatisation and Format
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Gazprom Shares. The Presidential De
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Gazprom's main subsidiaries were, a
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Management StructureIn accordance w
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The current membership of Gazprom's
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1999 2000 2001(mtoe, except for per
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Central and Eastern EuropeGazprom e
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U.S.$43 million and from those cust
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Country% OFEUROPEANNATURALGAS SUPPL
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As at 31 December 2000, proved and
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The following table sets out, as at
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een put on stream at the Astrakhans
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Orenburg Helium Plant. This is Russ
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The following table sets forth some
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Gazprom provides the independent su
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INTERNATIONAL PROJECTS AND ALLIANCE
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major natural gas distributor in ea
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Other foreign associate undertaking
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Gazprom has developed and continues
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LOAN AGREEMENTThe following is the
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"Notes" means the U.S.$500,000,000
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"Subsidiary" means, with respect to
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5 Repayment and Prepayment5.1 Repay
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the amount of any such payment and
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necessary to compensate the Bank fo
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9.1.15 In any proceedings taken in
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10.6 Payment of Taxes and Other Cla
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ankruptcy law, or (iii) a bankruptc
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execution of this Agreement and all
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14.8 Contracts (Rights of Third Par
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TERMS AND CONDITIONS OF THE NOTESTh
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Under the Trust Deed, the obligatio
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Payments of interest shall be made
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The Trustee may agree, without the
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SUMMARY OF PROVISIONS RELATING TO T
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circumstances, if the disposal proc
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SALOMON BROTHERS AGThe Bank is lice
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GENERAL INFORMATION1. The Notes rep
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force is being formed to gradually
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