Open Joint Stock Company Gazprom

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OAO GAZPROMNOTES TO THE IAS CONSOLIDATED FINANCIAL STATEMENTS(In millions of Russian Roubles in terms of the equivalent purchasing power of the Rouble asof 31 December 2001)25 SUBSIDIARY UNDERTAKINGS–(Continued)Minority interestYear ended 31 December2001 2000Minority interest at the beginning of the reporting period 10,355 8,819Minority interest share of net profit of subsidiary undertakings 4,638 1,801Change in minority interest as a result of acquisitions/(disposals) 111 (265)Minority interest at the end of reporting period 15,104 10,35526 RELATED PARTIESParties are considered to be related if one party has the ability to control the other party orexercise 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' remunerationThe <strong>Company</strong> paid to members of the Board of Directors and Management Committeeremuneration (salary and bonuses) of approximately RR 73 and RR 67 for the years ended 31December 2001 and 2000, respectively. The remuneration of members of the Board of Directors issubject to approval by the General shareholders meeting. Compensation paid to members of theManagement Committee is determined by the terms of annual employment contracts.Associated undertakingsIncluded within associated undertakings (see Note 11) is the loan receivable from EuRoPol GAZS.A., in the amount of RR 27,030 and RR 27,855 as of 31 December 2001 and 2000, respectively,issued by AB <strong>Gazprom</strong>bank (ZAO), a subsidiary of the Group, at an interest rate of LIBOR + 2.6 %. Alsoincluded within associated undertakings (see Note 11) are USD denominated receivables fromEuRoPol GAZ S.A. as a component of the carrying amount of RR 10,854 and RR 14,405 as of 31December 2001 and 2000, respectively.Also included within associated undertakings (see Note 11) is a loan receivable from WINGASGmbH, in the amount of RR 11,928 and RR 15,399 as of 31 December 2001 and 2000, respectively.The interest rates vary for different loan tranches. As of 31 December 2001 the aggregate effectiveinterest rate for the loan receivable from WINGAS GmbH was LIBOR + 2.17%.Included within accounts receivable (see Note 8) are accounts receivable from Group associates(excluding EuRoPol GAZ S.A.) in the amount of RR 29,016 and RR 13,140 as of 31 December 2001and 2000, respectively.F-78
OAO GAZPROMNOTES TO THE IAS CONSOLIDATED FINANCIAL STATEMENTS(In millions of Russian Roubles in terms of the equivalent purchasing power of the Rouble asof 31 December 2001)26 RELATED PARTIES–(Continued)During periods ended 31 December 2001 and 2000 the Group recorded sales of gas to itsassociates in the amount of RR 72,407 and RR 64,669, respectively.Gas is sold to associates, except for that sold to AO Moldovagaz, on the basis of long-termcontracts, at index prices based on world oil and gas prices. Gas prices per thousand cubic meters forsuch sales ranged from USD 75 to USD 144 and from USD 64 to USD 133 in the year ended 31December 2001 and 2000, respectively. Gas is sold to AO Moldovagaz based on annual contracts withfixed prices. Prices of gas per thousand cubic meters sold to Moldova amounted to USD80 in the yearended 31 December 2001 and 2000, respectively.The Group's impairment provision on accounts receivable included RR 12,490 and RR 14,100 inrespect of amounts due from AO Moldovagaz as of 31 December 2001 and 2000, respectively.In addition, the Group purchased gas transportation services from certain of the associatedundertakings, principally EuRoPol GAZ S.A., which amounted to RR 8,738 and RR 10,166 for the yearended 31 December 2001 and 2000, respectively. The cost of these services was determined based onprices of gas sold to these companies.As of 31 December 2001, the Group had accounts payable as contribution to charter capital dueto ZAO Armrosgazprom of USD 126 million (RR 3,798). The Group expects to pay its contribution intothe charter capital of ZAO Armrosgazprom by July 2002, the date established under legislation of theArmenian Republic as the deadline for shareholders to settle their obligations.OAO AK SiburSet out below is condensed financial statement information for OAO AK Sibur as of and for theyear ended 31 December 2001, before Group intercompany eliminations and adjustments for minorityinterests:As of31 December2001Non-current assets 6,670Current assets 20,102Non-current liabilities (4,300)Current liabilities (40,017)Net liabilities (17,545)Years ended31 December2001Sales 49,694Operating expenses (57,935)Net loss (20,590)F-79
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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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Relationship with the GovernmentThe
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elation to its assets and operation
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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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to address these pressures. First,
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Balance of PaymentsThe following ta
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understanding that it would serve a
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GeneralAPPENDIX B - PART 1 - OVERVI
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most important recent piece of legi
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integrated objects managed on a cen
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• price regulation - setting pric
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APPENDIX B — PART II — EXTRACT
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APPENDIX C - GLOSSARY OF TERMS"Acco
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"State Gas Concern Gazprom"the Stat
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OAO GAZPROMIAS CONSOLIDATED FINANCI
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OAO GAZPROMIAS CONSOLIDATED BALANCE
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OAO GAZPROMIAS CONSOLIDATED STATEME
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OAO GAZPROMNOTES TO THE IAS CONSOLI
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Page 144 and 145: OAO GAZPROMNOTES TO THE IAS CONSOLI
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Page 202 and 203: OAO GAZPROMINVESTOR RELATIONSThe Co
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