Open Joint Stock Company Gazprom

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Gazprom's main subsidiaries were, as at 31 December 2001, as follows:Principal subsidiary undertakings, 100% ownedAstrakhangazprom Gazsviaz PermtransgazBashtransgaz Zarubezhgaz Erdgashandel GmbH (ZGG) SamaratransgazBurgaz Informgaz SevergazpromVNIIgaz IRTs Gazprom ServicegazpromVolgogradtransgaz Kavkaztransgaz Liquified gasVolgotransgaz Kaspygazprom SurgutgazpromGazkomplektimpex Kubangazprom TattransgazGaznadzor Leadville Investments Limited TomsktransgazGazobezopasnost Lentransgaz TyumenNllgiprogazGazpromavia Mezhregiongaz TyumentransgazGazprominvestholding Mostransgaz UraltransgazGazprom-Media Nadymgazprom UrengoygazpromGazprom Finance B.V. Nadymstroygazdobytcha YugtransgazGaztorgpromstroy Novourengoysky GCC YamalgazinvestGazfiot Noyabrskgazdobycha YamburggazdobychaGazexportOrenburggazpromAll of these subsidiaries are incorporated in the Russian Federation, with the exception ofGazprom Finance B.V., ZGG and Leadville Investments Limited, which are incorporated in theNetherlands, Germany and Cyprus, respectively. Gazprom Finance B.V. was established in February1999 for the purpose of obtaining financing for the Group outside Russia. ZGG acts as the holdingcompany for the Group's interests in a number of gas distribution, storage and transportation companiesoperating in Central Europe. Leadville Investments Limited was established in 2000 to manage theGroup's investments in Russian media companies. Other companies are mainly involved in production,transportation and sale of gas.Principal subsidiary undertakings, less than 100% ownedPercent of sharecapital held as of31 December2001 2000OAO Gazavtomatika 49 51OAO Gazenergoservice 51 51AB Gazprombank (ZAO) 98 97OAO Gazsibcontract 96 51ZAO Gerosgaz 51 51ZAO Kostromatrubinvest 99 99OAO Lebedinsky GOK — 57OAO AKB National Reserve Bank 40 40OAO AK Sibur 51 —ZAO AKB Sovfintrade 94 65OAO Spetsgazavtotrans 51 51OAO Volgogradneftemash 51 51OAO Vostokazprom 51 51OAO Zapsibgazprom 34 34In 2001 the Group's interest in OAO Gazavtomatika decreased from 51% to 49% as the Groupdid not participate in an additional share issue by OAO Gazavtomatika.In August 2001 the Group participated in the fourth stock issue of ZAO AKB Sovfintrade and asa result, the Group's interest in the bank's share capital increased from 65% to 94%, including 26% heldby AB Gazprombank (ZAO).24
As of 31 December 2001, the Group's interest in the equity capital of OAO AKB National ReserveBank was 40%, in OAO Zapsibgazprom – 34% and OAO Gazavtomatika – 49%. However, due to thefact that the Group continued to exercise control over activities of the above companies, they were stillconsidered as subsidiaries. As at the date of this Offering Circular, the Group has no interest in theequity capital of OAO AKB National Reserve Bank and has a 51% interest in the equity capital of OAOZapsibgazprom.Acquisition of OAO AK SIBURIn January 2001 the Group acquired 51% of the voting, shares of OAO AK Sibur. OAO AK Siburis a leading seller of petrochemical products in Russia, it is also involved in light hydrocarbonsprocessing. The consideration of RR 2,619 million was settled by a combination of cash, promissorynotes of Group companies and other securities.In December 2001 the Group subsidiary OAO AK Sibur purchased interests in the followingcompanies:Purchased interestas of 31 DecemberCompanies (subsidiaries and associated undertakings) 2001 (%)OAO Kautchuk 100OAO Kemerovsky Azot 75OAO Uralorgsintez 51OAO Volzhsky AKZ 51OAO Sibur-Tyumen 42OAO Stirol 42Interests in the above companies, all of which are involved in the petrochemical industry in theRussian Federation, were purchased from OOO IT. Total fair value of consideration paid to OOO IT wasRR 6,491 million, of which RR 3,691 million was attributable to acquired subsidiaries. The Groupmanagement is currently unable to assess whether the transaction with OOO IT is a related partytransaction or if OOO IT is a related company to former management of OAO AK Sibur.In 2001-2002 OAO AK Sibur experienced financial difficulties and as a result was put under thecontrol of a court appointed external administrator. On 10 September 2002 the creditors' meetingapproved a settlement agreement which was subsequently approved by the court and which providesfor the restructuring and rescheduling of OAO AK Sibur's debts. Certain subsidiaries of OAO AK Sibur(including, in particular, OAO Sibur-Tyumen) are also subject to disputes and proceedings involvingvarious parties. Gazprom's policy in relation to OAO AK Sibur's petrochemical assets is to ensure thatOAO AK Sibur retain all such assets that can be technologically and economically integrated into theGroup's business.Lebedinsky GOKIn January 2001 the Group exchanged a 57% interest in Lebedinsky GOK and a 17% interest inOskolsky EMK for a 48% interest in ZAO Gazmetall. ZAO Gazmetall is a metallurgical holding companywith controlling interests in Lebedinsky GOK and Oskolsky EMK. As the Group intends to sell its sharesof ZAO Gazmetall, the investment has been classified as an available-for-sale investment. During thethird quarter of 2001 management revalued the investment in ZAO Gazmetall to its estimated currentmarket value of RR 2,000 million, recognising the net effect of revaluation in gains and losses onavailable-for-sale securities in the consolidated statement of operations for the latest Annual Data. InMarch 2002 the Group made an agreement to sell its 48% interest in ZAO Gazmetall for USD70 million.In accordance with the agreement the buyer of the above shares is OAO Oskolsky Metallurgical Plant,a subsidiary of ZAO Gazmetall.25
Page 1: OFFERING CIRCULARJOINT-STOCKCOMPANY
Page 4 and 5: classifications and methodologies,
Page 6 and 7: INVESTMENT CONSIDERATIONSAn investm
Page 8 and 9: Relationship with the GovernmentThe
Page 10 and 11: elation to its assets and operation
Page 12 and 13: Ethnic and religious differences in
Page 14 and 15: TRANSACTION SUMMARYThe transaction
Page 16 and 17: SELECTED FINANCIAL INFORMATIONThe s
Page 18 and 19: CAPITALISATIONThe following table s
Page 20 and 21: OAO GAZPROMPrivatisation and Format
Page 22 and 23: Gazprom Shares. The Presidential De
Page 26 and 27: Management StructureIn accordance w
Page 28 and 29: The current membership of Gazprom's
Page 30 and 31: 1999 2000 2001(mtoe, except for per
Page 32 and 33: Central and Eastern EuropeGazprom e
Page 34 and 35: U.S.$43 million and from those cust
Page 36 and 37: Country% OFEUROPEANNATURALGAS SUPPL
Page 38 and 39: As at 31 December 2000, proved and
Page 40 and 41: The following table sets out, as at
Page 42 and 43: een put on stream at the Astrakhans
Page 44 and 45: Orenburg Helium Plant. This is Russ
Page 46 and 47: The following table sets forth some
Page 48 and 49: Gazprom provides the independent su
Page 50 and 51: INTERNATIONAL PROJECTS AND ALLIANCE
Page 52 and 53: major natural gas distributor in ea
Page 54 and 55: Other foreign associate undertaking
Page 56 and 57: Gazprom has developed and continues
Page 58 and 59: LOAN AGREEMENTThe following is the
Page 60 and 61: "Notes" means the U.S.$500,000,000
Page 62 and 63: "Subsidiary" means, with respect to
Page 64 and 65: 5 Repayment and Prepayment5.1 Repay
Page 66 and 67: the amount of any such payment and
Page 68 and 69: necessary to compensate the Bank fo
Page 70 and 71: 9.1.15 In any proceedings taken in
Page 72 and 73: 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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PRlCEWATERHOUSECOOPERSZAO Pricewate
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OAO GAZPROMINVESTOR RELATIONSThe Co
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LEGAL ADVISERSTo the CompanyAs to R
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