News & Media releases

Gazprom and Shell sign Memorandum of Understanding to swap shares in Zapolyarnoye-Necomian and Sakhalin-2 projects

07/07/2005

Alexey Miller, Chairman of the Management Committee of Gazprom, and Jeroen van der Veer, Chief Executive of the Royal Dutch/Shell Group of Companies, signed a Memorandum of Understanding in London today regarding a swap of shares in Zapolyarnoye-Neocomian and Sakhalin-II projects.

The swap is strategically important to both parties. The Memorandum of Understanding sets out the high level principles of a transaction through which Gazprom would acquire up to 25 per cent plus one share in the Sakhalin II venture, and Shell would acquire a 50 per cent interest in the Zapolyarnoye Neocomian field. The difference in value, to be defined by the parties, will be compensated through a package of cash and other assets to be agreed by the parties.

Preparation for the execution of the swap will be coordinated by a steering committee and joint working groups. The steering committee will consist, on principles of parity, of representatives of Gazprom and Shell. According to the Memorandum, the parties intend to commence due diligence and evaluation on their respective assets and finalize the definitive arrangements for the transaction in 2006.

“In pursuit of its strategy, Gazprom becomes a player in the LNG sector and enters new markets. The document signed today opens the way for Gazprom to become in the nearest future a large shareholder of a fast growing project for hydrocarbons development, LNG production and sale to strategic markets in North America and Asia-Pacific Region," said Alexey Miller after the signing ceremony.

“We welcome Gazprom as a great Russian partner in the Sakhalin II project and are confident Gazprom will make significant contributions towards maximizing the long term value of the project. Joint development of the Zapolyarnoye-Neocomian field will build on our position in Western Siberia, where we already have our successful Salym project. Today strengthens the good relationship between Shell and Gazprom and is a basis for further cooperation on integrated gas projects both in Russia and internationally,” said Jeroen van der Veer.

Notes to Editors

The Royal Dutch/Shell Group of Companies,  "the Group", is a diverse group of energy companies with operations in around 140 countries. The Group's businesses include oil and gas exploration and production; power generation; manufacturing, marketing and shipping of oil products and chemicals and renewable energy projects including wind and solar power. The Group's parent companies are Royal Dutch Petroleum Company which has a 60% interest in the Group and The "Shell" Transport and Trading Company plc which has a 40% interest in the Group. Shares in the parent companies are traded on stock exchanges in Europe and the US.  On 28 October 2004 Royal Dutch Petroleum and Shell Transport and Trading announced proposals for their unification under a single company, Royal Dutch Shell plc, with one Board of Directors. For further information, visit www.shell.com.

Disclaimer statement

This announcement contains forward-looking statements, that are subject to risk factors associated with the oil, gas, power, chemicals and renewables business. It is believed that the expectations reflected in these statements are reasonable, but may be affected by a variety of variables which could cause actual results, trends or reserves replacement to differ materially, including, but not limited to: price fluctuations, actual demand, currency fluctuations, drilling and production results, reserve estimates, loss of market, industry competition, environmental risks, physical risk, risks associated with the identification of suitable potential acquisition properties and targets and the successful negotiation and consummation of transactions, the risk of doing business in developing countries, legislative, fiscal and regulatory developments including potential litigation and regulatory effects arising from recategorisation of reserves, economic and financial market conditions in various countries and regions, political risks, project delay or advancement, approvals and cost estimates.

Please refer to the Annual Report on Form 20-F for the year ended December 31, 2004 for a description of certain important factors, risks and uncertainties that may affect the Companies' businesses.  Neither of the Companies undertake any obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information, future events or otherwise.

Cautionary Note to US Investors:

The United States Securities and Exchange Commission ('SEC') permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions.  We use certain terms in this presentation, such as "expected producible resources" and "amount of reserves we expect to produce", that the SEC's guidelines strictly prohibit us from including in filings with the SEC.