Share buyout offer



1. Target company

Public  joint  stock  company  "Latvijas Gāze", registered on March 22,

1991  at Enterprise Register of the Republic of Latvia, registration No

000300064,  legal  address  A.Briāna  iela  6, Riga, LV-1001, phone 371

7369132,

fax  371  7821406,  e-mail:  latvijas.gaze@lg.lv  (hereinafter  "target

company") 



2. Offerer

Ruhrgas  Energie  Beteiligungs-Aktiengesellschaft  ,  registration #HRB

10974,  the  Commercial  Register  of  the  Local Court Essen, Germany,

address:  Huttropstrasse  60,  D-45138,  Essen,  Germany,  phone  (+49)

201-184-2810,  fax:  (+49) 201-184-1550, on own behalf and on behalf of

E.ON  Energie AG , registration #HRB 132000, the Commercial Register of

the  Local Court of Munich, address: Brienner Strasse 40, 80333 Munich,

Germany, phone (+49) 89-1254-01, fax: (+49) 89-1254-1400,  (hereinafter

"Offerer")



3. Type of offer

Mandatory  buyout  offer  is  announced  pursuant  to the provisions of

Article  65  part  1  of  the  law  "On Securities", 651 and Item 10 of

Transitional Provisions.



The  offer  is  expressed  pursuant  to the terms and conditions of the

Agreement  signed  between  the target  company shareholders, signed on

April  2,  1997:  Ruhrgas  Energie  Beteiligungs-AG;  E.ON  Energie AG;

Gazprom and Government of Latvia, represented by Ministry of Economy.



4. Elibility to respond to the offer

The  offer  is addressed to target company public share holders, except

for  parties  in  the  Agreement  signed  on April 2, 1997 (Gazprom and

Ministry of Economy).



The  offer  is not addressed to the holders of closed issue shares: all

closed  issue  shares  are  held  by the parties of the above mentioned

agreement.



5.Securities code

LV0000100899

6. Buyout price

Target  company  share  buyout  price  is  LVL 5.50. The price has been

calculated proceeding FCMC "Regulations on buyout of shares".



7. Payment and settlement procedure and terms

7.1   Payment  for  shares will be made within five business days after

the  end  date  specified  in Item 8, following delivery versus payment

principle.



8. Validity of the offer

The  offer  is  valid  for  four weeks starting with publication of the

offer   in  the  official  newspaper  "Latvijas  Vēstnesis"  (identical

notification will appear in the newspaper "Diena").

9. Accepting procedure for the target company shareholders

The  shareholders willing to respond to the buyout offer have to submit

their bids, via the bank or brokerage company where the shareholder has

the  share  account  opened, to the Riga Stock Exchange by 14:00 of the

offer closing date, to be executed in the special buyout segment.

10. The intentions of the offerer with regard to takeover of the target

company, its business in future, management and employees

The Offerer is acting in order to comply with the provisions of the law

"On   Securities"   and  the  FCMC  Regulations.  In  the  capacity  of

shareholders,  Ruhrgas  Energie  Beteiligungs-AG  and  E.ON  Energie AG

support  the  Target  company  operations according to its Charter, and

does  not  plan  to make any changes in the management. Ruhrgas Energie

Beteiligungs-AG  and  E.ON Energie AG do not intend to make any changes

in the target comany with the respect to employees.

11. Other information

The  offer  document is available for inspection at "Hansabanka" office

Rīga,  Kaļķu  26,  at the administrator, and on the Riga Stock Exchange

website   <a href='http://www.rfb.lv.' target='_blank'>http://www.rfb.lv.</a>   Contact   person  Renārs  Karašs,  Director  of

Investment Product Department, "Hansabanka", phone 7024169.