volgagas plc placing and admission to aim Sole Global Coordinator and Bookrunner, Joint Lead Manager and Joint Broker RENAISSANCE CAPITAL Nominated Adviser, Joint Lead Manager and Joint Broker KBC PEEL HUNT LTD THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this document or the action that you should take, you should consult a person authorised under the Financial Services and Markets Act 2000 (‘‘FSMA’’) if you are in the UK or, if not, from another appropriately authorised independent financial adviser who specialises in advising on the acquisition of shares and other securities. The directors (‘‘Directors’’) of Volga Gas plc (the ‘‘Company’’), whose names appear on page 9, and the Company, whose registered address appears on page 9 of this document, accept responsibility, individually and collectively, for the information contained in this document and compliance with the rules of the London Stock Exchange plc (the ‘‘London Stock Exchange’’) applicable to companies governing the admission to and operation of AIM (‘‘AIM’’), a market operated by the London Stock Exchange (the ‘‘AIM Rules for Companies’’). To the best of the knowledge and belief of the Company and the Directors, each of whom has taken all reasonable care to ensure that such is the case, the information contained in this document is in accordance with the facts and there is no omission likely to affect the import of such information. This document is an admission document which has been drawn up in accordance with the AIM Rules for Companies. This document has been issued in connection with the application for admission to trading of the Shares, as defined below, on AIM. This document does not comprise a prospectus for the purposes of the Prospectus Rules published by the Financial Services Authority of the United Kingdom (the ‘‘FSA’’) and a copy of it has not been, and will not be, approved by the FSA. Application will be made for all of the ordinary shares (together, the ‘‘Shares’’) of the Company in issue and to be issued pursuant to the placing (the ‘‘Placing’’) of certain Shares (the ‘‘Placing Shares’’), but excluding Shares which may be issued by the Company pursuant to the over-allotment option granted to KBC Peel Hunt on behalf of the Joint Lead Managers (the ‘‘Optional Shares’’), on behalf of the Company to be admitted to trading on AIM (‘‘Admission’’). It is expected that Admission will become effective and that unconditional dealings in the Shares will commence on AIM on or about 25 April 2007. The Shares are not dealt in on any other recognised investment exchange and no application has been made or will be made for the Shares to be admitted to any such exchange. VOLGA GAS PLC (a company incorporated in England and Wales with registered number 5886534) Placing of up to 20,833,333 Shares at a price of US$6 per Share to raise US$125,000,000 and Admission to trading on AIM Nominated Adviser, Joint Lead Manager Sole Global Coordinator and Bookrunner and and Joint Broker Joint Lead Manager KBC Peel Hunt Ltd Renaissance Securities (Cyprus) Limited Joint Broker Renaissance Capital Limited Share capital immediately following Admission Authorised Issued and fully paid Number Amount Shares of par value of 1p each Number Amount 330,720,100 £3,307,201 51,694,715 £516,947 The numbers set out above exclude any Optional Shares. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the official list of the United Kingdom Listing Authority (the ‘‘Official List’’). A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required, pursuant to the AIM Rules for Companies, to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. The whole of this document should be read. An investment in the Company involves a significant degree of risk, may result in the loss of the entire investment and may not be suitable for all recipients of this document. Investors should consider carefully the ‘‘Risk Factors’’ which are set out in Part IV of this document. All the Shares will, on Admission, rank pari passu in all respects and will rank in full for all dividends and other distributions declared, paid or made in respect of Shares after Admission. This document does not constitute an offer to sell, an invitation to subscribe for or the solicitation of an offer to buy or subscribe for securities in any jurisdiction in which such offer, invitation or solicitation is unlawful. In particular, this document may not be sent or forwarded to any legal or natural person in the United States, Canada, Australia, Japan, the Republic of South Africa or the Republic of Ireland, or any other jurisdiction in which it is not permissible to make an offer of or sell the Shares. KBC Peel Hunt Renaissance Capital KBC Peel Hunt Ltd (‘‘KBC Peel Hunt’’), which is authorised and regulated in the United Kingdom by the FSA, and Renaissance Securities (Cyprus) Limited (‘‘Renaissance’’ and together with KBC Peel Hunt, the ‘‘Joint Lead Managers’’), which is authorised by the Cyprus Securities and Exchange Commission and passported into and regulated in the United Kingdom by the FSA, are acting for the Company, and no one else, in connection with the Admission and the Placing, and will not be responsible to any person other than the Company for providing the protections afforded to their respective clients or for providing any advice in relation to the contents of this document and/or the Admission or the Placing. KBC Peel Hunt’s responsibilities as the nominated adviser to the Company are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person whether in respect of his decision to acquire Shares in reliance on any part of this document or otherwise. No representation or warranty, express or implied, is made by either of the Joint Lead Managers or any of their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of such person’s directors, officers or employees as to any of the contents of this document for which the Company and the Directors are solely responsible. Neither of the Joint Lead Managers has authorised the contents of, or any part of, this document and, without limiting the statutory rights of any person to whom this document is issued, no liability whatsoever is accepted by either of the Joint Lead Managers for the accuracy of any information or opinions contained in this document or for any omissions of any information, for which the Company and the Directors are solely responsible. In particular, the information contained in this document has been prepared solely for the purposes of the Placing and the Admission and is not intended to inform or be relied upon by any subsequent purchasers of Shares (whether on or off exchange) and accordingly no duty of care is accepted in relation to them. Each of the Company and the Joint Lead Managers has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) in connection with the issue or sale of the Shares in circumstances in which Section 21(1) of FSMA does not apply. No person has been authorised to give any information or make any representation other than those contained in this document and, if given or made, such information or representations must not be relied on as having been authorised by the Company or the Joint Lead Managers. Neither the delivery of this document nor any subscription or acquisition made under it shall, in any circumstances, create any implication that there has been no change in the affairs of the Company and its subsidiaries since the date of this document or that the information in it is correct as of any subsequent date. The distribution of this document and the offer of the Shares in certain jurisdictions may be restricted by law. No action has been or will be taken by any of the Company or the Joint Lead Managers to permit a public offering of the Shares. Other than in the United Kingdom, no action has been or will be taken to permit the possession or distribution of this document (or any other offering or publicity materials or application form(s) relating to the Shares) in any jurisdiction where action for that purpose may be required, or doing so is restricted or prohibited by law. The offer or sale of Shares to persons who are resident in, or citizens of, or which are corporations, partnerships or other entities created or organised under the laws of countries other than the United Kingdom may be affected by the laws and regulations of the relevant jurisdiction. No person receiving a copy of this document in any territory other than the United Kingdom may treat the same as constituting an offer or an invitation to him to subscribe, apply for or purchase Shares unless, in the relevant territory, such offer or invitation could lawfully be made without compliance with any registration or other legal requirements other than any such requirements which have been fulfilled.