EVALUACIÓN ESTRUCTURAL.

Gazprombank was founded as a sector- based commercial bank of the state- owned gas concern GAzPROM in 1990 “for the purpose of promoting the role of lending and settlement relations in increasing the efficiency of production and business activities carried out by gas sector enterprises.” Gazprombank’s branch network, its depository network and product range were developed based on the priority of services provided to Gazprom Group.

until 1997, the Bank remained one of the many Russian banks providing banking services to Gazprom and its subsidiaries. The banking crisis of 1998 elevated the priority for ensuring the stability and manageability of gas sector’s financial flows, developing high-quality banking services for both industry enterprises and their employees, veterans and retirees. Along these lines, in September 1998,

Gazprombank obtained the status of Gazprom’s authorized bank for all principal types of banking and financial services (Order No.122). Transaction passports and export proceeds under contracts with vEP Gazexport were transferred from other banks to Gazprombank as well as shares in Gazprom from other custodians. The Bank also became the main settlement bank for OOO Mezhregiongaz.

In 2002 and 2003, a breakthrough stage of cooperation commenced in connection with the fact that the Bank was joined by a large number of highly skilled financers, having worked in major foreign banks, investment firms and auditing companies. Along with traditional banking services, a new impetus was received for other advisory services including financial advising on M&A transactions, investments, project and structured finance, syndication of large-scale loans,

objective in its strategic partnership with Gazprom became increasing the value of the banking business in the interests of shareholders and the largest strategic client. Gazprombank and Gazprom executed a Cooperation Agreement covering a period through 2015 which became documented evidence for a new phase in their relations on a mutually profitable basis.

The Bank is now providing services to nearly all Gazprom Group enterprises and the Bank’s regional network has offices in most regions where the Company

does business, expanding in accordance with its needs not only in Russia but also abroad. Gazprombank effectively performs the functions of a Custodian under the tier-1 ADR issue program related to Gazprom’s shares.

The settlement products offered to Gazprom Group are constantly being improved. For example, in 2009, a cash pooling service was developed and successfully introduced, and to which 43 subsidiaries of the Group have already been connected. In order to minimize the diversion of Gazprom’s own funds from its production process, and in the best interests of OOO Gazprom Komplektatsia, a settlement mechanism using letters of credit without any cash cover was implemented during the year. In 2009, at the request of Gazprom’s subsidiaries, a number of bank guarantees were issued.

with the direct involvement of the Bank, Gazprom completed its transactions to acquire a 20% stake in OAO Gazprom Neft and a 51% stake in SeverEnergiya from Eni and Enel, a consortium of Italian companies. An asset exchange transaction was also completed with the German concern E.ON AG.

The latest banking projects have been synchronized with the main areas of Gazprom’s investment program:

• A package of banking services has been  arranged for OOO Gazprom Invest vostok, both by the Bank’s head office and by

the Khabarovsk and yakutsk branches as part of implementing Gazprom’s Eastern Program. Most participants in the project to construct the Sakhalin-Khabarovsk- vladivostok gas-main pipeline, including contracting agencies, have been contracted for banking services.

• The  Bank  has  opened  credit  facilities  for a number of Gazprom Group’s key companies within its transportation facilities construction and overhaul program. In particular, credit resources have been provided for implementing maintenance and repair program regarding gas-main pipelines for exploration and production drilling on oil and gas fields.

• The Bank is participating in pre-development  activities at the Shtockman gas field. The Bank is inviting potential Russian participants from various sectors of economy for the project and they will be provided with bid guarantees for participating in the relevant tenders.

and favorable conditions to gas sector workers. Moreover, special bank card lending programs have been developed for the employees of Gazprom, its subsidiaries and organizations.

Projects for developing Russia’s finan- cial infrastructure have become new areas of cooperation between the Bank and Gazprom. Our specialists participate as members of the Temporary working Com- mittee established by Order No.33 issued by OAO Gazprom on January 31, 2008. They are responsible for arranging exchange trades in gas, and helping to develop set-

GAZPROM GROUP — the world’s largest oil and gas company providing a 1/6 share of world gas production.

GAZPROM GROUP’s AssETs include:

• rights to develop 20% of global gas reserves; • 160,000 km of gas transportation lines; • 50% of Russia’s gas processing capacity; • 13% of Russia’s oil processing capacity; • 16% of Russia’s power generating capacity; • more than 1500 fuel stations in Russia and abroad. GAZPROM GROUP iN 2009: • Revenues — RUR2,990 billion; • Profit — RUR780 billion; • Gas export — RUR1,413 billion (210 billion m3_).

GAZPROM GROUP’s PROdUcTiON shAREs iN RUssiA iN 2009: • 80% of gas output — 461.5 billion m3_;

• 9% of oil and gas-condensate output — 41.7 million tons; • 16% of power output — 138.5 billion kWh

tlement and clearing support for trades in commodities and commodity derivatives on Russian commodity exchanges. work to improve the record-keeping structure is being performed together with the issuer to ensure the uninterrupted and effective func- tioning of Gazprom’s share trading system, and a number of promising developments are also being implemented.

Being a strategic partner of Gazprom, Gazprom- bank maintains its leading position in providing services to Gazprom Group and enterprises from the gas sector (almost 1,000 companies). The bank products offered to Gazprom Group are constantly being developed and improved given the ever grow- ing demands of the Group, and today fully meet the requirements of all of Gazprom’s main business areas. That work is maintained within a long-term Cooperation Agreement between Gazprom and the Bank.

Today, Gazprom Group’s share in the corporate credit portfolio is about 8%, and accounts for 15% of all funds raised from corporate clients. In 2009, the highest demand was for high-tech settlement products as well as for financial advisory services related to major sector projects.

The Bank is a long-term strategic partner with the Russian Federation’s nuclear industry. The list of the Bank’s clients includes more than 100 enter- prises of the state corporation Rosatom including in- ter alia OAO Atomenergoprom, OAO Rosenergoatom Concern, OAO TVEL, OAO Atom red met zoloto, OAO Atomenergomash, OAO Techsnabexport, and all major regional production companies and re- search centers performing fundamental and applied research. In 2009, the Bank was contracted for serv- ices by more than 20 new member companies of Ros- atom; major projects in the nuclear industry were funded; the list of lending and settlement products offered was significantly expanded.

For the purposes of developing partnerships with the enterprises of the defense and machine-build- ing industries, master partnership agreements were signed with GK Rostechnologies and OAO United Ship-Building Corporation (OSC). The Bank’s rep- resentatives joined working teams established to handle GK Rostechnologies’ assets, set credit expo- sure limits for the corporations and create a single settlement center. In cooperation with OSC, a part- nership agreement was executed with OAO Far- Eastern Ship-Building Center.

Relying on the Russian government’s directions on developing the Russia’s automotive industry, including upgrading industrial capacities and sta- bilizing the financial position of OAO AVTOVAZ, Gazprombank executed a Memorandum of Stra- tegic Partnership with OAO AVTOVAZ on May 25, 2009, jointly with GK Rostechnologies, Savings Bank of Russia, VTB Bank and ZAO Investment Company Troyka Dialog.

In 2009, the Bank continued its operations with ma- jor enterprises in iron and non-ferrous metallur- gies, in particular, with holding companies such as NLMK, MMK, Mechel, Eurazholding, Rusal, UGMK and Russian Copper Company. Active partnership was maintained with the pipe-producing companies ChTPZ-PNTZ, OMK, TMK and Uraltrubprom. Apart from a significant increase in commercial lending to this sector, the Bank also increased the scope of settlement and FX transactions, and implemented a number of payroll card programs. This segment was also notable for the growing amount of financ- ing provided to support investment projects involv- ing structural, project and export financing prod- ucts.

The end of 2009 was notable for increasing activ- ity with companies in the coal industry, after that business area had been recognized as one of the top-priorities. Most major coal enterprises and holdings such as OAO SUEK, OAO MC Kuzbas- razrez ugol, Mechel Group (OAO South Kuzbass, OAO HC Yakutugol), OAO HC SDS-Ugol, OOO Vost- sibugol Company and OAO Zarechnaya Mine are the Bank’s clients.

The Bank actively developed relations with the lead- ing companies in the transportation and transport- building sectors (OAO RZD, OAO SC Volzhskoye Parokhodstvo, OAO AC Transaero, ZAO Inzhtrans- stroy, OAO Tonnelny Otriad No.44, OOO Gazprom- trans, OAO USK Most and OAO Mosto trest). The Bank actively participated in promoting the first Russian public-private partnerships (PPPs) established for road construction projects.

The Bank also took part in training the Working Team of the Russian Federation Ministry of Trans- portation responsible for monitoring the financial condition of enterprises operating in the transporta- tion industry.

Gazprombank continues to cooperate with High-Tech and Communication enterprises (OAO KOMSTAR-United TeleSystems, FGUP Rus- sian Mail, OAO Dalsviaz, OAO Central Telegraph and OAO MTS). GPB and GK Rosnano have execut- ed a Memorandum of Cooperation.

GPB actively partners with most companies operat- ing in the electric power industry. The Bank was one of the first to respond to the tragic events that affected the Sayano-Shushinskaya Hydro Power Plant by setting a borrowing limit and sending a RUR10 billion proposal to finance repair and res- toration work.

The Bank’s largest clients in this sector include OAO FSK UES (a partnership agreement was exe- cuted in 2009), Holding MRSK Group of companies, OAO INTER RAO UES, OAO RusGidro, wholesale and regional generating companies, OAO RAO UES Vostoka, Evrosibenergo Group, OAO Novosibirsk- energo, OAO Bashkirenergo, and major power mar- keters. In 2009 alone, 38 companies in the electric power industry contracted with the Bank for serv- ices. The Bank participated in and won the public tender to select financial organizations for servicing the Russian Federation’s Ministry of Energy’s ac- counts.

A priority in partnering with companies in the ag- ricultural and food industries is placed on large vertically integrated agro-holdings at a federal or regional level, having their own raw material base, processing capacity and steady ready-product sales system, as well as a stable financial position and acceptable debt burden. As of year-end 2009, the amount of financing provided to agricultural and food enterprises exceeded RUR20 billion with the majority being long-term loans with a term of 8 years.