Open Joint Stock Company Gazprom

SUBSCRIPTION AND SALESalomon Brothers International Limited, Credit Suisse First Boston (Europe) Limited, OAO BankMenatep Saint Petersburg, Joint-Stock Commercial Bank Trust and Investment Bank, CommerzbankAktiengesellschaft, DEPFA Investment Bank Limited, Dresdner Bank AG London Branch, ING BankN.V., London Branch, Morgan Stanley & Co. International Limited and UBS AG, acting through itsbusiness group UBS Warburg (together the "Managers") have, pursuant to the terms and conditions setforth in a subscription agreement, dated 16 October 2002 (the "Subscription Agreement"), jointly andseverally agreed with the Bank, subject to the satisfaction of certain conditions set forth therein, tosubscribe and pay for the Notes at the issue price of 100% of the principal amount of the Notes. TheSubscription Agreement also provides for the Managers to receive commissions of 1% of the principalamount of the Notes. The Borrower has agreed to pay certain costs in connection with the offering ofthe Notes and to reimburse the Managers, the Bank and the Trustee for certain of their expenses inconnection with the offering of the Notes. The Managers are entitled to be released and discharged fromtheir obligations under the Subscription Agreement in certain circumstances prior to payment beingmade to the Bank.The Notes have not been and will not be registered under the United States Securities Act of1933 (the "Securities Act") and may not be offered or sold within the United States or to, or for theaccount or benefit of, any "U.S. person" as defined in Regulation S under the Securities Act, exceptpursuant to an exemption from, or in a transaction not subject to, the registration requirements of theSecurities Act. The Managers have represented and agreed that neither they nor any of their affiliatesnor any person acting on their behalf have offered or sold or will offer or sell any Notes as part of theirdistribution except outside the United States in offshore transactions (as defined in Regulation S underthe Securities Act) meeting the requirements of Rule 903 of Regulation S under the Securities Act. Inaddition, until 40 days after commencement of the offering, an offer or sale of Notes within the UnitedStates by any dealer (whether or not participating in the offering) may violate the registrationrequirements of the Securities Act.Each Manager has represented and agreed that (i) it has not offered or sold and prior to theexpiry of the period of six months from the payment date will not offer or sell any Notes to persons inthe United Kingdom except to persons whose ordinary activities involve them in acquiring, holding,managing or disposing of investments (as principal or agent) for the purposes of their business orotherwise in circumstances which have not resulted and will not result in an offer to the public in theUnited Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (ii) it has onlycommunicated or caused to be communicated and will only communicate or cause to be communicatedany invitation or inducement to engage in investment activity (within the meaning of section 21 of theFinancial Services and Markets Act 2000 (the "FSMA")) received by it in connection with the issue orsale of any Notes in circumstances in which section 21(1) of the FSMA does not apply to the Borrowerand (iii) it has complied and will comply with all applicable provisions of the FSMA with respect toanything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.No sales prospectus (Verkaufsprospekt) under the German Securities Sales Prospectus Act(Wertpapier-Verkaufsprospektgesetz) has been, or will be, prepared by the Bank or the Managers inconnection with the offering of the Notes. Each Manager has represented, warranted and undertakenthat it has offered and sold, and will offer and sell, the Notes only in full accordance with the GermanSecurities Sales Prospectus Act.Each Manager has agreed that the Notes will not be offered, transferred or sold as part of theirinitial distribution or at any time thereafter to or for the benefit of any persons (including legal entities)resident, incorporated, established or having their usual residence in the Russian Federation or to anyperson located within the territory of the Russian Federation unless to the extent otherwise permittedunder Russian law.Each Manager has agreed that it has complied and will comply with applicable laws andregulations in each jurisdiction which it offers, sells or delivers Notes or distributes this Offering Circular(and any amendments thereof and supplements thereto) or any other offering or publicity materialrelating to the Notes, the Bank or the Borrower.The Borrower is a party to the Subscription Agreement and has given certain representations andwarranties, covenants and indemnities to the Managers and the Bank therein.93