Corporate Ethics and Anti-Corruption

The Gazprom Group has corporate mechanisms for identifying, preventing, and resolving conflicts of interest among members of PJSC Gazprom’s governance bodies.

Identifying, Preventing, and Resolving Conflicts of Interest Among Members of the Board of Directors of PJSC Gazprom

In accordance with Clause 5.5, Article 5 of the Regulation on the Board of Directors of PJSC Gazprom:

1. Members of the Board of Directors shall not use their position or information about the Company for their own benefit or allow its use by third parties for their own benefit.
2. Members of the Board of Directors should refrain from actions that will or may lead to a conflict of interest.
3. In case of a conflict of interest involving a member of the Board of Directors:
   • The member of the Board of Directors who has a conflict of interest must report it to the Board of Directors by sending a notice to the Chairman of the Board of Directors. The notice must detail the conflict of interest and its grounds.
   • The Chairman of the Board of Directors then sends the notice about the conflict of interest to all members of the Board of Directors prior to deciding on the item in which the member of the Board of Directors has a conflict of interest.
   • The member of the Board of Directors may abstain from voting on the item in which they have a conflict of interest. The Chairman of the Board of Directors may suggest that the member of the Board of Directors having a conflict of interest does not attend the discussion of the relevant item if the nature of the item under discussion or the specific nature of the conflict of interest so require.
4. If the member of the Board of Directors who has a conflict of interest abstains from voting or attending the discussion of the relevant agenda item at a meeting of the Board of Directors, this is reflected in the minutes of the meeting of the Board of Directors.

In accordance with Clause 45.1, Article 45 of PJSC Gazprom’s Articles of Association, members of the Board of Directors must notify the Company within two months from the date when they became aware or should have become aware of the circumstances due to which they may be deemed interested in the Company’s transactions:

• of legal entities in which they, their spouses, parents, children, full and half siblings, adoptive parents and adoptees and/or their controlled entities are controlling persons or have the power to issue binding orders;
• of legal entities in the governing bodies of which they, their spouses, parents, children, full and half siblings, adoptive parents and adoptees and/or their controlled persons hold positions;
• of known actual or potential transactions in which they may be deemed interested.

An interested party transaction would not give rise to a conflict of interest if it complies with Chapter XI of Federal Law On Joint Stock Companies.

Related parties (third parties) are disclosed by the Company in the consolidated annual IFRS financial statements.

Identifying, Preventing, and Resolving Conflicts of Interest Among Members of the Management Committee of PJSC Gazprom

In accordance with Articles 5–8 and 10 of the Code of Corporate Ethics, Clause 3.4, Article 3 and Clause 5.6, Article 5 of the Regulation on the Management Committee of PJSC Gazprom Approved by resolution of the annual General Shareholders Meeting of PJSC Gazprom dated June 30, 2016, minutes No. 1 (as amended).:

• Members of the Management Committee must not use their position or information about the Company for their own benefit or allow its use by third parties for their own benefit, and must refrain from actions that will or may lead to a conflict of interest
• Members of PJSC Gazprom’s Management Committee are subject to restrictions of the Code of Corporate Ethics on nepotism, employee engagement with PJSC Gazprom’s competitors, their serving on elected government bodies, acceptance of gifts, etc.
• Members of PJSC Gazprom’s Management Committee may only serve on governing bodies of other organizations with the consent of the Company’s Board of Directors.
• Similar to other PJSC Gazprom’s employees, in the event of a conflict of interest members of the Management Committee may contact the Ethics Commission.

PJSC Gazprom takes steps to identify and prevent conflicts of interest in the sole executive bodies of its controlled entities. According to an established practice, all sole executive bodies of controlled entities, on a regular basis (at least once every three years), submit information on the presence or absence of signs of a conflict of interest (through questionnaires) for further analysis. For newly appointed investee managers, questionnaires are filled after their appointment to the post.

Sole executive bodies of entities controlled by PJSC Gazprom that have conflicts of interest are required to bring the issue to the Corporate Ethics Commission’s attention.

Ensuring the implementation of the Code of Ethics is the responsibility of PJSC Gazprom’s standing Corporate Ethics Commission (the “Ethics Commission”). It consists of at least five members appointed by PJSC Gazprom’s order.

• Advising employees on the interpretation and implementation of the Code of Ethics;
• reviewing inquiries in a timely manner and based on the applicable laws of the Russian Federation, with assistance from dedicated units and subsidiaries, if necessary; taking response measures within its remit in case of violations of the Code of Ethics;
• identifying potential conflicts of interest involving sole executive bodies of entities controlled by PJSC Gazprom and providing recommendations on eliminating and mitigating negative implications of identified conflicts of interest;
• arranging for the Company’s executives, including members of PJSC Gazprom’s Board of Directors and Management Committee, to submit formal written commitments to comply with the Code of Ethics on an annual basis.

The Ethics Commission’s performance is reported to the Chairman of the Management Committee of PJSC Gazprom on an annual basis. With a view to becoming more efficient in preventing and resolving conflicts of interest in line with the national policy to combat corruption and improve business climate in Russia, in 2022 the Code of Corporate Ethics was supplemented with a provision requiring that information on the Company’s compliance with corporate ethics be submitted to PJSC Gazprom’s Board of Directors on a regular basis, and in either case at least once every three years. In line with the said provision, a relevant report was submitted to the Board of Directors of PJSC Gazprom in 2023.

For the clarification of the Code’s provisions and issues related to its application, or for details on the known violation of ethics rules, as well as in case of a conflict of interest, the Company’s employees can contact their immediate supervisor or the Ethics Commission. If the immediate supervisor fails to take measures to prevent or eliminate the conflict of interest or the measures taken are insufficient, employees are to inform the Commission thereof.

Employee sanctions for violating the Code of Ethics include:

• public censure;
• denouncement
• loss of bonuses (in line with the Company’s internal documents);
• disciplinary action (in cases where there is evidence of a disciplinary offence).

Entities controlled by PJSC Gazprom have in place own ethics commissions reviewing inquiries from their employees in line with local codes of corporate ethics.

The growth in the average number of hours of anti-corruption training at the Gazprom Group in 2023 was driven by an increase in the number of employees required to take the trainingOrder of PJSC Gazprom No. 331 dated September 1, 2022.