Corporate Governance as a Component of Sustainable Development

The General Shareholders Meeting is the supreme body responsible for the most important matters, such as:

• electing the Board of Directors and Audit Commission;
• appointing an auditor;
• resolving on paying (announcing) dividends;
• approving annual reports and annual accounting (financial) statements;
• approving internal documents governing PJSC Gazprom’s bodies.

The Board of Directors engages in strategic governance of the Company’s activities and has the following key functions:

• defining the development strategy, policy, and key principles of PJSC Gazprom’s operations across various domains, including sustainability, and overseeing their implementation;
• defining priority business lines, approving forward-looking plans and major programs, including an annual budget and investment programs;
• ensuring effective controls over financial and business results;
• outlining risk management, internal audit and control principles and approaches;
• establishing a procedure for transactions;
• approving internal documents on matters within its remit, including sustainability (for instance, the Sustainable Development Policy, Code of Corporate EthicsApproved by resolution of the Board of Directors of OJSC Gazprom No. 2309 dated February 25, 2014 (as amended)., and AntiCorruption PolicyApproved by resolution of the Board of Directors of PJSC Gazprom No. 2846 dated November 15, 2016 (as amended).).

The composition of the Board of Directors is sufficiently balanced to achieve targets that benefit the shareholders and PJSC Gazprom at large. The members of the Board of Directors possess diverse competencies across a broad range of areas, including corporate governance and sustainable development, aligned with the scale and nature of PJSC Gazprom’s operations. Independent directors take an active part in the Board of Directors’ activities and propose matters for discussion, including those related to sustainability and corporate governance.

The General Shareholders Meeting determines the number of members of PJSC Gazprom’s Board of Directors, elects them, and may terminate their powers early. A shareholder (shareholders) collectively holding at least 2% of PJSC Gazprom’s voting shares may propose nominees to the Board of Directors, provided that the number of such nominees does not exceed the total number of seats on the Board.

The annual General Shareholders Meeting held on June 30, 2023 resolved to elect 11 directors to PJSC Gazprom’s Board of Directors for a term starting from the election date until the third annual General Shareholders Meeting thereafter.

Key functions:

• evaluating PJSC Gazprom’s auditor candidates and the auditor’s report;
• ensuring the independence and objectivity of internal and external audits;
• verifying PJSC Gazprom’s financial statements for completeness, accuracy, and reliability;
• checking risk management and internal controls for reliability and efficiency;
• reviewing compliance with the Code of Corporate Ethics of PJSC Gazprom.

Key functions:

• issuing recommendations to the Board of Directors on PJSC Gazprom’s remuneration policy for the Board of Directors, incentivizing the members of the Management Committee and the Chairman of the Management Committee, and control over its implementation;
• previewing nomination matters;
• issuing recommendations to the Board of Directors on an annual detailed formalized self-assessment or an external assessment of the Board of Directors, its members, and committees, and on defining priority areas for reinforcing the Board of Directors;
• engaging with shareholders (not limited to major shareholders), as mandated by the Board of Directors, to develop voting recommendations for shareho

The PJSC Gazprom Management Committee is a collegial executive body managing PJSC Gazprom’s day-to-day operations. Its competencies include:

• developing forward-looking plans and major programs submitted to the Board of Directors (an annual budget and investment programs), preparing relevant progress reports, and drafting and approving PJSC Gazprom’s current business plans;
• monitoring the implementation of forward-looking and current plans and programs along with investment, financial, and other projects of PJSC Gazprom;
• establishing the procedure for keeping the shareholders up-to-date with Company developments;
• approving the Company’s internal documents on matters within the Management Committee’s remit, including those related to sustainable development.

The Chairman of the Management Committee is the sole executive body responsible for implementing the resolutions of the General Shareholders Meeting, Board of Directors, and Management Committee, including those related to sustainable development.

PJSC Gazprom’s Audit Commission is a permanent elective body that oversees the Company’s financial and business operations, and drafts proposals on enhancing asset management efficiency, mitigating financial and operational risks, and improving internal controls.

PJSC Gazprom has in place a corporate secretary functionResolution of the Board of Directors of PJSC Gazprom No. 2817 dated September 30, 2016.. The corporate secretary duties are distributed among the Company’s several structural units to the extent required by the Russian Corporate Governance Code. Their activities are governed by respective regulations approved by the Board of Directors. In the reporting year, the Company approved amendments to regulations governing PJSC Gazprom’s structural unitsResolution of the Board of Directors of PJSC Gazprom No. 4137 dated November 19, 2024. that perform corporate secretary functions, establishing requirements for managers’ knowledge base and professional development frequency.

The General Shareholders Meeting may resolve to pay remuneration to members of the Board of Directors during their term in office. The remuneration amount is determined by the General Shareholders Meeting based on the Board of Directors’ recommendations issued in compliance with the Remuneration Procedure for PJSC Gazprom’s Board of Directors3 . This document establishes formulas for calculating remuneration payable to Board members and defines the conditions and procedure for its payment. It stipulates that the Board of Directors may recommend to the General Shareholders Meeting that either no remuneration be paid to Board members or that the remuneration be smaller than what is calculated under the Procedure. It also provides for the possibility of withholding remuneration of the Board of Directors entirely if the Board unilaterally resolves not to pay interest on perpetual bonds issued by PJSC Gazprom’s subsidiary.

Remuneration of the Board of Directors comprises three components: base, additional, and bonus.

Board of Directors members holding public or civil offices receive no remuneration from PJSC Gazprom.

As part of its key responsibilities, the Nomination and Remuneration Committee of the Board of Directors is tasked with making recommendations to the Board on the Company’s policy on Board member remuneration and financial incentives for Management Committee members and Chairman, as well as overseeing the policy adoption and implementation.

On June 28, 2024, the Annual General Shareholders Meeting resolvedVoting results are included in minutes No. 1 of the General Shareholders Meeting dated June 28, 2024. to pay a remuneration to the members of PJSC Gazprom’s Board of Directors who hold no public or civil office in Russia in the amount recommended by the Board of Directors.

According to the Regulation on YearEnd Bonus System for PJSC Gazprom’s Executives, the Board of Directors annually approves target and actual values of PJSC Gazprom’s corporate performance KPIs. The annual bonus for PJSC Gazprom’s Management Committee members (excluding the Chairman) comprises two components: corporate (80%) and individual (20%). The corporate component depends on achieving PJSC Gazprom’s corporate KPIs, while the individual component is determined by personal goal achievement. The annual bonus for the Management Committee Chairman consists solely of the corporate component.

When actual KPI (goal) performance falls below 50%, no annual bonus is paid for that indicator (goal) and the total annual bonus amount is reduced, ensuring a direct relationship between KPI (goal) achievement results and remuneration amounts.

The General Shareholders Meeting may resolve to pay remuneration to members of the Audit Commission during their term in office. The remuneration amount is determined by the General Shareholders Meeting based on the Board of Directors’ recommendations issued in compliance with the Remuneration Procedure for PJSC Gazprom’s Audit CommissionApproved by resolution of the Board of Directors of PJSC Gazprom No. 2641 dated December 9, 2015 (as amended)..

Remuneration is paid to Audit Commission members for performing their duties in the corporate year and depends on their degree of involvement in Audit Commission work, reflected through a personal contribution indicator. This indicator also accounts for additional duties performed as Chairman of the Audit Commission. In cases of early termination of powers or election of an Audit Commission member at an extraordinary General Shareholders Meeting, the remuneration amount is calculated based on the member’s actual participation in the Audit Commission meetings and paid proportionally to the time served.

Sustainability management is enshrined in the corporate governance system of PJSC Gazprom. Responsibilities in this area are assigned in accordance with Russian laws and internal documents to PJSC Gazprom’s governance bodies, structural units, subsidiaries, and entities.

Structural units of PJSC Gazprom and its subsidiaries and entities manage various sustainable development aspects and implement the Sustainable Development Policy of the Gazprom Group.

Coordination of sustainable development activities of PJSC Gazprom’s structural units, subsidiaries, and entities is the responsibility of PJSC Gazprom’s information policy unit.

PJSC Gazprom has in place the Coordinating Committee for Sustainable Resource ManagementEstablished by order of PJSC Gazprom No. 215 dated May 14, 2020.. It coordinates the efforts of PJSC Gazprom’s units and entities in rational use of natural resources, energy efficiency, environmental protection, and sustainable development.

To insure a comprehensive approach to environmental and energy management, relevant efforts of PJSC Gazprom’s structural units are coordinated by the Company’s standing Environmental Management Improvement Task ForceEstablished by order of PJSC Gazprom No. 16 dated January 14, 2021.and Energy Efficiency (Energy Management) Improvement Task ForceEstablished by order of PJSC Gazprom No. 547 dated December 23, 2022.. The Company also has the Coordinating Committee for Shareholder and Investor Relations of PJSC GazpromEstablished by order of OJSC Gazprom No. 292 dated November 17, 2008.. It ensures a comprehensive approach and coordination of efforts of structural units with the Gazprom Group’s shareholders and investors, including prospective ones. The Committee’s key tasks include development and implementation of a unified and consistent shareholder and investor engagement policy. Investor relations are based on an annual plan drafted by the Committee.

The Sustainable Development Council under the Chairman of PJSC Gazprom’s Science and Technology Council takes part in sustainability managementEstablished by order of PJSC Gazprom No. 715 dated November 16, 2016.. The Council reviews the industry’s R&D challenges, fuel and energy trends in Russia and abroad, and global energy landscape. It also helps make longterm forecasts on industry growth and PJSC Gazprom’s R&D development, and drafts proposals on the strategic development of PJSC Gazprom, including concept studies for promising projects. In addition, the Council develops recommendations on introducing advanced technologies, solutions, as well as new forms and methods of production and management.

2023 saw another external comprehensive assessment of PJSC Gazprom’s corporate governance by Kept Tax and AdvisoryA former Russian arm of KPMG International. and Horizon CF. Similarly to previous assessments, in 2024, PJSC Gazprom’s corporate governance framework received high scores, which is fully in line with the top rating annually assigned to the Company by Expert RA rating agency since 2021.

After foreign ESG ratings withdrew from the market, Russian companies shifted their focus to national assessment systems . The Bank of Russia supported this transition by developing a model methodology for ESG rating formation , designed to enhance transparency and standardize evaluations.

PJSC Gazprom actively works with rating agencies, strengthening its standing in Russian ESG ratings and demonstrating its commitment to sustainable development principles.

The Code is mandatory for all of PJSC Gazprom’s employees. Since 2019, the Code of Ethics also applies to the members of the Board of Directors, with relevant amendments made to the Regulation on the Board of Directors of PJSC GazpromApproved by resolution of the annual General Shareholders Meeting of PJSC Gazprom dated June 30, 2016, minutes No. 1 (as amended).. Every year, the Company’s executives, including members of the Management Committee, make formal written commitments to comply with the Code of Ethics.

Entities controlled by PJSC Gazprom have their own codes of corporate ethics that comply with the Code of Ethics of the parent company

Starting from 2021, measures have been taken to maximize the involvement of Gazprom’s counterparties that are not part of the Gazprom Group in its corporate values system, including by integrating a clause requiring them to comply with the Code of Ethics into the contracts.

In 2024, the Code of Conduct for Suppliers (Contractors, Service Providers) of PJSC Gazprom and Gazprom Group EntitiesResolution of PJSC Gazprom No. 300 dated August 9, 2024. was approved. This document aims to maximize the involvement of counterparties that are not part of the Gazprom Group in its corporate values system.

The Code of Conduct for Suppliers calls for compliance of professional activities with established requirements, standards and contractual obligations, adherence to principles of openness to interaction and cooperation based on equal partnership and mutual respect for interests, flexibility in economic activities, and social justice in employee relations.

Ensuring the implementation of the Code of Ethics is the responsibility of PJSC Gazprom’s standing Corporate Ethics Commission. It consists of seven members appointed by PJSC Gazprom’s order.

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

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

• 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.
• Members of the Board of Directors shall refrain from actions that will or may lead to a conflict of interest.
• 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.
• 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.

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 GazpromApproved by order of OJSC Gazprom No. 423 dated September 4, 2014; https://www.gazprom.com/f/ posts/74/562608/2014-09-04- regulation-hotline-en.pdf:

• 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 employees, in the event of a conflict of interest members of the Management Committee may contact the Ethics Commission.

• General management of the Group’s anti-corruption activities;
• Review of anti-corruption reports by executive bodies of Gazprom Group entities.

• Distribution of authority, obligations, and responsibilities in anticorruption among Deputy Chairmen of the Management Committee and PJSC Gazprom’s business units;
• Organizing initiatives to implement the Anti-Corruption Policy (including by appointing managers in charge of developing, implementing and monitoring anti-corruption procedures).

• Drafting proposals on improving the Group’s anti-corruption internal control procedures.

Employees of Gazprom Group entities undergo training in anti-corruption programs developed by Gazprom Corporate Institute, the Center for Entrepreneurial Risks, and other institutions.

Powers and obligations in this area are distributed among the governance bodies, structural units of PJSC Gazprom, and its subsidiaries and entities. A dedicated department in charge of risk management and internal controls (RMICD) is responsible for the development of the RMICS. It implements the unified policy, provides methodological support for its implementation, and coordinates risk management and internal control activities. The department is overseen by a Deputy Chairman of the Management Committee.

PJSC Gazprom’s corporate RMICS complies with Federal Law No. 208-FZ On Joint Stock Companies dated December 26, 1995, instructions and decrees of the Russian President, Russian Government’s directives, recommendations of the Federal Agency for State Property Management and the Bank of Russia, the Corporate Governance Code, and Risk Management and Internal Control Policy of PJSC GazpromApproved by resolution of the Board of Directors of PJSC Gazprom No. 3195 dated December 25, 2018. aimed at achieving the Company’s goals.

At PJSC Gazprom, risk management and internal controls are governed by its Risk Management and Internal Control Policy designed to ensure proper operation and development of the RMICS.

The Policy outlines goals and objectives, main principles, approaches to risk management and internal controls, as well as process participants, their roles, and relevant requirements.

Key risks are regularly identified and assessed, with mitigants put in place to maintain identified key risks within acceptable limits.

PJSC Gazprom’s internal controls provide a reasonable assurance of achieving the goals of business processes owned by relevant structural units.

Information on risk management and internal controls is collected and submitted to stakeholders in time to ensure substantiated decision-making by the management.

In the reporting year, in accordance with Federal Law No. 208-FZ On Joint Stock Companies dated December 26, 1995 and Clause 51.2 of PJSC Gazprom’s Articles of Association, information materials were prepared and submitted to PJSC Gazprom’s structural units and Gazprom Group entities to assess the reliability and efficiency of the RMICS. PJSC Gazprom’s Internal Audit Department prepared and submitted an opinion on the Company’s RMICS as part of the information materials for the General Shareholders Meeting.

The Gazprom Group regularly organizes advisory webinars on the operation of the RMICS. Additionally, an advisory hotline on risk management and internal control was established on PJSC Gazprom’s intranet portal. In 2024, the advisory line coordinated activities and provided advisory support to PJSC Gazprom’s structural units, subsidiaries, and entities. This included guidance on implementing, developing, and improving the RMICS through business process transformations and gap resolution initiatives.

The Gazprom Group’s Environmental, Process Safety, Procurement, HR, IT and IS, Quality Management, Import Substitution Risks, and Risks Related to Sanctions and Sales Markets