The Directors

Russian corporate law states that the Board ofDirectors isresponsible for determining the Companys corporate priorities and setting main guidelines for its business. Inview ofthe strategic importance ofthe Board ofDirectors, itmust enjoy the confidence ofshareholders and its functions must beperformed inthe most efficient manner possible.

Inview ofthe structure ofthe Companys registered capital, which is95.68% held byJSC Gazprom (90.00% directly and 5.68% indirectly through Gazprom Finance B.V.), the presence onthe Board oftop executives ofthe majority owner isentirely justified.

The Board ofDirectors ofGazprom Neft islargely independent from the Companys management: the only executive director onthe Board isAlexander Dyukov, who isthe Chairman ofthe Management Board ofGazprom Neft.

Gazprom Neft has atransparent procedure for the election ofmembers ofthe Board ofDirectors:

  • The Company allows its shareholders two months tonominate their candidates tothe Board (the minimum period required bylaw isone month);
  • The Company makes timely disclosure ofinformation about current Directors and candidates tothe Board;
  • The Company regularly interacts with the depositary bank, which issues depositary receipts;
  • The Company uses and explains the cumulative voting procedure toelect Directors tothe Board;
  • The Company announces the results ofvoting onagenda items, stating the quorum and number ofvotes cast for each voting option;
  • The Company publishes the Minutes ofGeneral Meetings through apublicly accessible medium: its official website;
  • The Company discloses the agenda ofBoard meetings and decisions taken atthose meetings inpublicly accessible media: Interfax News Service, and the official Company website.
asofDecember31, 2011, the Company Board, elected bythe annual General Meeting onJune9, 2011, consisted ofthe following Directors:
Miller Alexey Borisovich

(Chairman of the Board of Directors)

B. 1962, graduate ofthe Leningrad Voznesenskiy Institute ofFinance and Economics.

Doctoral Candidate ofEconomic Science.

Since 2001, Chairman ofthe Management Committee ofJSCGazprom.

Since 2003, Deputy Chairman ofthe Board ofDirectors ofJSCGazprom.

Miller Alexey Borisovich
Golubev Valery Alexandrovich

B. 1952, graduate ofthe Leningrad Ulyanov Electrical Institute, and the National Economic Academy ofthe Russian Government.

Doctoral Candidate ofEconomic Science.

22003-2006, Member ofthe Management Board ofJSCGazprom.

20052006 2005-2006, Head ofthe Investment and Construction Department ofJSCGazprom, Chief Executive Offi cer ofLLC Gazkomplektimpex

Since 2006, Deputy Chairman ofthe Management Committee ofJSCGazprom.

Golubev Valery Alexandrovich
Kruglov Andrey Vyacheslavovich

B. 1969, graduate ofthe St. Petersburg Institute ofRefrigeration Technologies.

Since 2004, Deputy Chairman ofthe Management Committee ofJSCGazprom, Head ofthe Finance and Economics Department ofJSCGazprom.

Kruglov Andrey Vyacheslavovich
Seleznev Kirill Gennadievich

B. 1974, graduate ofthe Baltic Ustinov Technical University, and St. Petersburg State University.

Doctoral Candidate ofEconomic Science.

Since 2002, Head ofthe Department ofMarketing and Refi ning ofGas and Liquid Hydrocarbons atJSCGazprom.

Since 2003, Member ofthe Management Committee ofJSCGazprom.

Since 2004, Chief Executive Offi cer ofLLC Mezhrergiongaz (after 2010, LLC Gazprom Mezhregiongaz).

Seleznev Kirill Gennadievich
Cherepanov Vsevolod Vladimirovich

B. 1966, graduate ofMoscow Lomonosov State University.

1999 to2008, Chief Geological Engineer, Nadym Oil and Gas Production Branch ofLLCNadymGazprom.

2008, Chief Geological Engineer, Nadym Oil and Gas Production Branch ofLLC Gazprom Production Nadym.

20082010, Deputy CEO, Chief Geological Engineer, LLC Gazprom Production Nadym.

Since 2010, Head ofthe Department for Production ofGas, Condensate, and Petroleum, JSCGazprom, Member ofthe Management Committee ofJSCGazprom.

Cherepanov Vsevolod Vladimirovich
Dubik Nikolay Nikolaevich

B. 1971, graduate ofMoscow Lomonosov State University.

20052008, Deputy Head ofthe Legal Department atJSCGazprom.

2008, First Deputy Head ofthe Legal Department ofJSCGazprom.

Since 2008, Head ofthe Legal Department ofJSCGazprom, Member ofthe Management Committee ofJSCGazprom.

Honored Lawyer ofthe Russian Federation.

Dubik Nikolay Nikolaevich
Pavlova Olga Petrovna

B. 1953, graduate ofthe Far-Eastern State University, Doctoral Candidate ofLaw.

2003-2011, Head ofthe Department ofProperty Management and Corporate Relations.

2004-January 2012, Member ofthe Management Committee ofJSCGazprom.

Pavlova Olga Petrovna
Dyukov Alexander Valerievich

Share inregistered capital (asof31.12.2011) 0.005357%

B. 1967, graduate ofthe Leningrad Shipbuilding Institute.

In2001, MBA degree atthe International Management Institute ofSt. Petersburg.

2005-2006, President ofJSCSIBUR Holding.

2006, Chief Executive Officer, LLCSIBUR.

2006, Chairman ofthe Board, JSCSIBUR Holding.

2006-2008, President ofGazprom Neft.

Since January 2008, Chairman ofthe Management Board, Chief Executive Officer ofGazprom Neft.

Dyukov Alexander Valerievich
Mikheev Alexander Leonidovich

B. 1944, graduate ofthe Gas and Oil Production Department ofMoscow Gubkin Institute ofthe Petrochemical and Gas Industry.

Since 2003, First Deputy Head ofthe Department ofMarketing and Refining ofGas and Liquid Hydrocarbons atJSCGazprom.

Mikheev Alexander Leonidovich
Alisov Vladimir Ivanovich

B. 1960, graduate ofthe Law Faculty ofLeningrad Zhdanov State University.

2004-2007, Head ofthe Legal Department ofJSC Gazpromregiongaz

2007-2008, Deputy Head ofthe Legal Department ofJSCGazprom.

Since 2008, First Deputy Head ofthe Legal Department ofJSCGazprom.

Member ofthe Russian Bar Association, Member ofthe Corporate Governance Expert Council attached tothe Russian Federal Service for Financial Markets.

Honored Lawyer ofthe Russian Federation.

Alisov Vladimir Ivanovich

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