Exhibit 1.1    APPROVED
by General Shareholders Meeting
June 9, 2008
Minutes No. 1 dated June 24, 2008  CHARTER  of OPEN
JOINT STOCK COMPANY 
LONG-DISTANCE AND INTERNATIONAL TELECOMMUNICATIONS ROSTELECOM  (restated
version No. 9)  registered
by the Moscow Registration Chamber on  September 23, 1993, Registration No. 0
2 1. 8 3 3  OGRN
1027700198767   Moscow 2008


Open
Joint Stock Company Long-Distance and International Telecommunications Rostelecom
(hereinafter - the Company) is established in accordance with the Law of the
Russian Federation No. 1531-I On Privatization of State and Municipal
Enterprises in the Russian Federation, dated July 3, 1991 as amended by
the Law of the Russian Federation, dated June 5, 1992, and pursuant to the
State Program for Privatization of State and Municipal Enterprises of the
Russian Federation for the Year 1992 approved by Resolution No. 2980-1 of
the Supreme Council of the Russian Federation, dated  July 11, 1992.  The
founder of the Company is the State Committee of the Russian Federation for
Management of State Property.  The
Company is the legal successor of the State Communications Enterprise Rostelecom,
and has thus acquired the rights and obligations arising from the participation
in AO Intertelecom, as well as the rights and obligations formerly held by the
state enterprises incorporated into the State Enterprise Rostelecom.  Based
on the decision adopted by the General Shareholders Meeting of Rostelecom on
June 26, 1999, the Company was reorganized by way of merger to it of Open
Joint Stock Company Moscow International and Long-Distance Telephone (OJSC
MMT), registered by the Moscow Registration Chamber on September 22, 1993,
Registration No. 6316.  In
accordance with the Transfer Certificate, dated June 17, 1999 and Merger
Agreement No. 465, dated June 17, 1999, between the Company and JSC
MMT, approved by the General Shareholders Meeting of OJSC Rostelecom on June 26,
1999 and by the General Shareholders Meeting of JSC MMT on June 29, 1999,
the Company is a legal successor to all rights and obligations of the Open
Joint Stock Company Moscow International and Long-Distance Telephone in respect
of all debtors and creditors, including obligations in dispute.  On August 28,
2000, the Moscow Registration Chamber registered the termination of JSC MMT as
a result of its reorganization by way of merger with OJSC Rostelecom.  The
legal status of the Company is determined by the Civil Code of the Russian
Federation, the Law of the Russian Federation On Joint Stock Companies, other
laws of the Russian Federation, other legal acts of the Russian Federation
adopted by appropriate state bodies within their competence, and by this
Charter.  In the
event that the applicable federal laws and other legal acts of the Russian
Federation are further amended or supplemented, this Charter will remain
effective in all respects not contradicting the binding rules thereof.  In
respect of issues not covered by this Charter, the Company shall be guided by
the applicable laws of the Russian Federation, as well as by other legal acts
adopted by appropriate state bodies within their authority.  The
Company is established for an unlimited term.  Article 1. 
Name and Location of the Company  1.1.
  
  ThefullofficialnameoftheCompanyisThe
  abbreviated official name of the Company is1.2.
  
  The
  full (official) name of the Company in English is Open Joint Stock Company
  Long-Distance and International Telecommunications Rostelecom.The
  abbreviated (official) name of the Company in English shall be OJSC
  Rostelecom.1.3.
  
  The
  Companys location is: 15, Ulitsa Dostoevskogo, Saint-Petersburg, 191002,
  Russian Federation.At
  the above address shall be located the Management Board, the standing collective
  executive body of the Company.The
  sole executive body of the Company  the General Director shall be located at
  the following address: 14, Ulitsa 1-st Tverskaya-Yamskaya, Moscow, 125047,
  Russian Federation.1.4.
  
  The
  Company has been assigned the following General State Registration Number
  (OGRN): 1027700198767.  Article 2.  Legal Status of the Company  2.1.
  
  The
  Company is a legal entity under the laws of the Russian Federation, it
  maintains a separate balance sheet, has round corporate seals showing its
  full official name in the Russian language and  2


indicating
  its location, has current, currency and other bank accounts, has stamps,
  letterheads bearing its official name, operates its own emblem, has duly
  registered trademarks and other means of visual identification.The
  Company is entitled to have an unlimited number of round seals intended, in
  particular, for use by the Directorate General, separate and other
  subdivisions constituting the Companys structure, for certification of bills
  (invoices), financial documents and other documents. Apart from the
  information required by the applicable laws, the Companys seals may also
  bear a legend pointing to the special purpose thereof. The procedure for the
  manufacture and use of the Companys seals and stamps is established in the
  Regulations On the Procedure for Manufacture and Use of the Seals and Stamps
  of the Company.  2.2.
  
  The
  Company acquired the rights of a legal entity from the moment of its state
  registration on September 23, 1993.2.3.
  
  To
  attain its business goals, the Company enters into transactions on its own
  behalf, acquires property and non-property rights, undertakes obligations,
  may sue and be sued at court, arbitrazh court and arbitration court.2.4.
  
  The
  Company owns property reflected on its separate balance sheet, including the
  property contributed to its charter capital by the founders in the course of
  the Companys foundation, as well as the property contributed to the Company
  as payment for its shares.2.5.
  
  The
  Company is liable for its obligations with all its property and property
  rights, which may be recovered under the applicable laws of the Russian
  Federation. The shareholders shall be liable for the Companys obligations in
  amount of their contributions to the Companys property as payment for its
  shares (their holdings of shares) unless the applicable laws of the Russian
  Federation and this Charter provide for otherwise. Shareholders who have not
  paid for their shares in full shall bear joint and several liability for the
  Companys obligations, to the extent that they have not paid for the shares
  they hold.2.6.
  
  The
  Company is not liable for obligations of the state and of its shareholders,
  and the state is not liable for obligations of the Company.2.7.
  
  The
  Company has the right to establish, both in the territory of the Russian
  Federation and abroad, branches and representative offices, as well as
  subsidiaries and dependent companies, and the Company may have participation
  interest in the charter capitals thereof up to 100%.2.8.
  
  The
  Company is entitled to organize business companies and partnerships jointly
  with Russian and (or) foreign individuals and (or) legal entities.The
  Company is entitled to found or have interest in any legal entities in which
  Joint-Stock companies are entitled to participate in compliance with the
  applicable laws of the Russian Federation.2.9.
  
  Branches
  are separate subdivisions of the Company located in places other than the
  Companys location and performing a part of the Companys functions,
  including the functions of a representative office. Representative offices
  are separate subdivisions of the Company located outside the Companys
  location and representing and protecting the Companys interests. Decisions
  on the foundation and liquidation of branches (opening and closing of
  representative offices) are adopted by the Board of Directors of the Company.2.10.
  
  The
  Company allocates to the branches the fixed and working assets required for
  the performance of relevant Company functions. The property provided by the
  Company to the branches, as well as the property acquired by the branches
  themselves, shall be in the Companys ownership and reflected on its balance
  sheet. Being an integral part of the Company, the branches use and dispose of
  the aforesaid property within the scope of their rights and authorities
  provided for by this Charter, internal documents of the Company, the
  Regulations on a Branch, and General Powers of Attorney issued by the Company
  to directors of branches.2.11.
  
  Branches
  and representative offices are not legal entities and participate in the
  Companys business on behalf of the Company, on the basis of individual
  Regulations of the Branch, approved by the General Director.2.12.
  
  The
  Company is liable for obligations arising in the process of the branches
  participation in business on behalf of the Company.2.13.
  
  Subsidiaries
  and dependent companies are separate legal entities, which are not liable for
  the Companys obligations, and the Company is not liable for the obligations
  of its subsidiaries unless the applicable laws of the Russian Federation
  provide otherwise.  3


2.14.
  
  The
  Company independently devises plans of production, business and other
  activities, as well as programs for the social development of its employees.
  The Companys plans are generally based on contracts made with consumers of
  products and services, and with suppliers of logistical and other resources,
  as well as on decisions of the Companys Executive Bodies and Board of
  Directors adopted within their authority established by this Charter.2.15.
  
  The
  sale of products, performance of work and provision of services is regulated
  by prices and rates established by the Company at its own discretion, unless
  otherwise provided by the applicable laws.2.16.
  
  The
  Company is authorized to join, at its own discretion, the existing or/and
  newly created unions, associations, inter-industry, regional and other
  affiliations, on terms complying with the applicable antimonopoly laws of the
  Russian Federation and through the procedures stipulated by the laws and
  other legal acts of the Russian Federation.2.17.
  
  The
  Company is authorized to hire, for its business, Russian and foreign
  specialists and independently decide on the form, system, amount and type of
  their remuneration.  The
  Company is entitled to reimburse members of the Companys Board of Directors
  and Management Board and other officers for the damages incurred by them in
  the course of performance of their assigned responsibilities and/or the
  Companys representative functions, arising out of claims, suits and demands
  raised against members of the Companys Board of Directors and Management
  Board and other officers, and as a result of imposition of sanctions of a
  pecuniary nature, by third persons, including sanctions imposed by state and
  municipal authorities.The
  Company is entitled to enter into agreements to insure against liability for
  damage of members of the Companys Board of Directors and Management Board
  and other officers, which they may cause to third persons during performance
  of their assigned functions and/or the Companys representative functions.  2.18.
  
  The
  Company is entitled to perform other activities not prohibited by the law.2.19.
  
  To
  comply with the state, social, economic and tax policy of the state, the
  Company undertakes to arrange for the safekeeping of documents (managerial,
  financial, business, staff-related, and others), to transfer, for the
  safekeeping by the state, documents of historic and scientific value, and to
  provide for safekeeping and use, through an established procedure, of
  staff-related documents and personal information of the Companys employees.  Article 3.  Goals and Scope of the Business of the
Company  3.1.
  
  The
  primary goal of the Company is to create a profit.3.2.
  
  The
  Company provides services of long-distance and international communications
  in compliance with its licenses, arranges for, on a contractual basis, the
  transfer of information through backbone and central office networks, leases
  (by means of rendering services) communication lines, line links, group and
  network paths, voice frequency channels, lines and means of sound and visual
  broadcast and data transfer channels, and carries out marketing research and
  sales of services.3.3.
  
  The
  Company operates, acquires, rents, and performs design and research works,
  functions as a general building contractor, reconstructs and builds new
  communication lines, data transfer networks and switch equipment, television,
  radio and radio broadcast systems and other objects of communications in the
  territory of the Russian Federation and abroad to satisfy consumer demands
  for various services of long-distance and international communications,
  television, and radio broadcasts.The
  Company, for its own incentives, performs design, prospecting and
  construction works in connection with construction and restoration of
  housing, social warehouse buildings, transport communications and other
  infrastructures.3.4.
  
  The
  Company arranges for transportation of goods and passengers to maintain operation
  of its existing and newly constructed communication facilities (shipping
  within suburbs and the cities, territories (krai, oblast) and republics
  within the borders of the Russian Federation).3.5.
  
  As
  an entity with full legal capacity, the Company has civil rights and performs
  obligations necessary to conduct all types of activities, which are not
  prohibited by the applicable laws of the Russian Federation.3.6.
  
  In
  cases provided for by the applicable laws of the Russian Federation, the Company
  shall perform certain activities on the basis of licenses obtained through
  the established procedure.  4


3.7.
  
  The
  Company assures that all consumers have equal access to its proprietary
  communication lines and facilities, and provides priority access thereto to
  defense, government, security and law enforcement bodies, including access in
  emergency cases.3.8.
  
  The
  Company performs foreign economic activities in accordance with the
  applicable laws of the Russian Federation.3.9.
  
  The
  Company ensures the protection of state secrets, communication secrets and
  other secrets protected by applicable laws of the Russian Federation.  Article 4.  Branches and Representative Offices of the
Company  4.1.
  
  The
  Company has various branches and representative offices listed in the
  Attachment, which is an integral part hereof.4.2.
  
  The
  opening of other branches and other representative offices of the Company, as
  well as the liquidation of branches and closing of representative offices,
  shall be effected upon a decision of the Board of Directors of the Company,
  adopted by a simple majority of votes of the directors taking part in the
  meeting or in the absentee vote.The
  opening of other branches and representative offices of the Company, as well
  as the liquidation of branches and closing of representative offices, shall
  not be deemed as the Companys reorganization.4.3.
  
  Introduction
  of amendments and additions to the Companys Charter in connection with the
  opening of branches and representative offices of the Company and the
  liquidation of branches and closing of representative offices is effected
  upon the decision of the Board of Directors, adopted by a simple majority of
  votes of the directors present at the Board of Directors meeting, or by
  absentee voting.4.4.
  
  After
  a decision on the foundation (liquidation) of a branch or a representative
  office is adopted by the Board of Directors of the Company, the General
  Director approves (declares ineffective) the Regulations on the relevant
  branch (representative office), in accordance with the Model Regulations on
  the Companys Branch (Representative Office) as approved by the Board of
  Directors of the Company. Amendments and additions to the Regulations on
  Branches (Representative Offices) shall be made pursuant to the order of the
  General Director, also in accordance with the Model Regulations on the
  Companys Branch (Representative Office), as approved by the Board of
  Directors of the Company. Regulations on Branches (Representative Offices) as
  approved by the General Director and amendments and additions thereto within
  5 days are to be provided to the Board of Directors of the Company.4.5.
  
  The
  director of each Branch and the head of a representative office (hereinafter,
  Branch Director) is appointed by the General Director and acts on the basis
  of a General Power of Attorney, which is issued to him/her and which defines
  the limits of his/her authority, as well as on the basis of other powers of
  attorney issued to the Branch Director for the performance of functions not
  provided for under the General Power of Attorney. The director of a branch is
  a deputy of the General Director of the Company, in the event that it is
  expressly provided for in the Regulations on this particular branch. The
  General Director shall enter into (terminate or amend) the employment
  contract with the head/director appointed (dismissed) of the branch
  (representative office).4.6.
  
  The
  director of a branch shall act on behalf of the Company within the scope of
  authority granted to him (her) by the General Power of Attorney and the
  Regulations on the Branch. In the event that a director of a branch causes
  damages to the Company, he (she) shall reimburse the Company for the full
  amount of damages, in accordance with Clause 3 of Article 53 of the
  Russian Federation Civil Code.4.7.
  
  A
  branch participates in business on behalf of the Company, in the territory
  constituting the branch operation area (hereinafter Operation Area of the
  Branch) set by the Company. The Operation Area of the Branch may cover
  territories of several constituent entities of the Russian Federation. In the
  Operation Area of the Branch, the Company opens subdivisions included in the
  branch structure and subject to its administrative control.4.8.
  
  A
  branch is financed solely from the Companys funds.4.9.
  
  The
  operation of a Branch is financed on the basis of the budgets approved by the
  Company for the relevant period.4.10.
  
  In
  order to finance a Branch, the Company may open and close bank accounts, if
  necessary, for different types of financing, at the location of the Branch,
  including the subdivisions that comprise the structure of, and
  administratively report to, the Branch, arrange for a cash office and provide
  the  5


Branch
  Director with the authority to dispose of the funds available on these
  accounts and in the cash office.  4.11.
  
  To
  facilitate settlements with the buyers (consumers) of goods (work, services),
  the Company may open and close, at the location of the Branch, including the
  subdivisions comprising the structure of, and administratively reporting to,
  the Branch, bank accounts and arrange cash offices for settlements in cash. A
  Brach Director is not authorized to dispose of funds held in such accounts
  and in such cash offices.4.12.
  
  A
  branch is not an independent tax payer, nor does it have the right to sell
  goods (works, services) independently. A branch shall perform the Companys
  obligations to pay taxes and duties in accordance with applicable tax laws of
  the Russian Federation, Accounting Policy of the Company and Regulations on
  the Branch.  Article 5.  Charter Capital.  Placed and Authorized Shares  5.1.
  
  The
  Charter Capital of the Company has an amount of 2,428,819.4725 (two million
  four hundred twenty eight thousand eight hundred nineteen and four thousand
  seven hundred twenty five ten-thousandths) Rubles and is defined as a total
  of the nominal values of the placed shares.Following
  the Companys registration, holding of the cheque and cash auctions,
  cancellation of shares bought-out from shareholders in the process of the
  reorganization, and placement of the shares following its reorganization, the
  Company has the following placed shares:·
  seven
  hundred twenty eight million six hundred ninety six thousand three hundred
  twenty (728,696,320) ordinary shares;·
  two
  hundred forty two million eight hundred thirty one thousand four hundred
  sixty nine (242,831,469) preferred shares (Class A).  5.2.
  
  The
  nominal value of a share of either category is 0.0025 (twenty five
  ten-thousandths) Rubles each.All
  shares of the Company are registered shares in non-documentary form.Preferred
  shares are issued within twenty five (25) percent of the amount of the
  Charter Capital specified in Clause 5.1. hereof.In
  accordance with this Charter, the nominal value of the placed preferred
  shares of all types may not be established in an amount exceeding twenty five
  (25) percent of the Charter Capital of the Company.5.3.
  
  The
  Charter Capital shall determine the minimum amount of the Companys property
  securing interests of the creditors of the Company.5.4.
  
  The Company
  has nine hundred five million, three hundred thirty thousand two hundred
  twenty one (905,330,221) units of authorized ordinary shares with a nominal
  value of 0.0025 (twenty five ten-thousandths) Rubles each, which the Company
  is entitled to place in addition to the placed ordinary shares, through the
  procedure established in this Charter, and which, upon placement, shall
  provide to the owners thereof the same rights as those provided by the
  ordinary shares.5.5.
  
  The
  Company has five hundred thirty one (531) units of authorized preferred
  shares of Type A with a nominal value of twenty five ten-thousandths (0.0025)
  Rubles each, which the Company is entitled to place in addition to the placed
  preferred shares through the procedure established in this Charter, and
  which, upon the placement, shall provide to the owners thereof the same
  rights as those provided by the preferred shares of Type A.  Article 6.  Increase of the Charter Capital  6.1.
  
  The
  Companys Charter Capital may be increased through the procedure stipulated
  by the applicable laws of the Russian Federation and by this Charter, as
  follows:6.1.1.
  
  by
  increasing the nominal value of shares;6.1.2.
  
  by
  placing additional shares.6.2.
  
  The
  Charter Capital may be increased without payment by the shareholders for the
  shares in cash of in other form, within the limits of the value of the
  Companys net assets, by revaluating the fixed assets or by applying one of
  the procedures for increasing the Companys property stipulated in Clause
  6.1. hereof.  6


6.3.
  
  A
  decision to increase the Companys Charter Capital by increasing the nominal
  value of shares is adopted at the General Shareholders Meeting of the
  Company solely upon a proposal made by the Board of Directors of the Company.6.4.
  
  Any
  decision to increase the Charter Capital by placing additional shares shall
  be adopted by unanimous vote of all members of the Board of Directors; votes
  of retired members of the Board of Directors shall not be counted in the
  voting.At
  that voting, the Board of Directors establishes:·
  the
  number of the authorized ordinary shares scheduled for placement (in case of
  issuance of ordinary shares);·
  the
  number of authorized preferred shares of a definite class scheduled for
  placement (in case of issuance of preferred shares);·
  the
  date of commencement of the placement of shares, which may not be set as a
  date earlier than forty five (45) days following the moment of adopting such
  decision by the Board of Directors, where shares are to be placed through
  public subscription, as well as the period of placement of the shares, which
  may not be established later than six months following the moment of
  commencement of the shares placement;·
  the
  placement price in the event that the Company intends to place voting shares
  and securities convertible into voting shares through a public subscription
  with the payment in monetary form, or a method for determination of such
  price;·
  the
  placement price or a procedure to determine the price of additional shares to
  be placed among the persons enjoying a preemptive right to acquire the shares
  placed by the Company;·
  the
  procedure for placing shares through a public or closed subscription;·
  the
  term and procedure for payment of the placed shares;·
  the
  form of payment for shares;·
  other
  terms of placement of the shares not contradicting the applicable laws of the
  Russian Federation, other legal acts, or this Charter.  6.5.
  
  An
  increase of the charter capital of the Company through placement of
  additional shares by way of the closed subscription, as well as an increase
  of the charter capital of the Company through the placement of additional
  ordinary shares by way of open subscription, in the event that the amount of
  ordinary shares additionally placed by way of an open subscription exceeds
  twenty-five (25) percent of the ordinary shares previously placed by the
  Company, shall be made upon decision of the General Shareholders Meeting of
  the Company, approved by a three-quarters majority vote of the shareholders
  holding the Companys voting shares and participating in the meeting.An
  increase of the charter capital of the Company through placement of
  additional ordinary shares by way of open subscription shall be made upon a
  decision of the Board of Directors of the Company unanimously approved by all
  the members of the Board of Directors without regard for the retired members
  of the Board of Directors in the event that the amount of the additionally
  placed ordinary shares is twenty-five (25) or less percent of the shares
  previously placed by the Company.An
  increase of the charter capital of the Company through placement of additional
  shares at the cost of the Companys property shall be made upon a decision of
  the Board of Directors of the Company, approved unanimously by all the
  members of the Board of Directors of the Company, without regard for the
  votes of the retired members of the Board of Directors.6.6.
  
  The
  amount of authorized shares intended for placement in the event that the
  Charter Capital is increased by placing additional shares shall not exceed
  the amount stipulated in Clauses 5.4 and 5.5. hereof.6.7.
  
  Following
  the expiration of the term for placement of shares established in accordance
  with Article 6 hereof, or following the placement of the last of the
  additional shares allocated for placement, the Board of Directors shall,
  within twenty days, approve the results of the placement of additional
  shares. Such approval shall be made by a majority of votes of the members of
  the Board of Directors participating in the meeting.  7


Article 7.  Decrease of the Charter Capital  7.1.
  
  The
  Companys Charter Capital may be decreased through the procedure stipulated
  by the applicable laws of the Russian Federation and by this Charter, as
  follows:7.1.1.
  
  by
  decreasing the nominal value of the placed shares of the Company;7.1.2.
  
  by
  canceling the shares bought-out by the Company upon the decision of the Board
  of Directors and not sold by the Company within 1 (one) year from the date of
  their redemption by the Company;7.1.3.
  
  by
  acquiring a part of the shares to reduce their total number upon a decision
  of the General Shareholders Meeting;7.1.4.
  
  by
  canceling the shares redeemed by the Company through a procedure stipulated
  in this Charter.7.2.
  
  The decision to decrease the Charter Capital of
  the Company by acquiring a part of the shares to reduce their total number or
  by canceling the shares acquired or redeemed by the Company and not sold by
  the Company within one year following such acquisition or redemption shall be
  adopted at the General Shareholders Meeting by a simple majority of votes of
  the shareholders holding voting shares and participating in the General
  Shareholders Meeting.The decision to decrease the Charter of the
  Company by decreasing the nominal value of the shares of the Company shall be
  adopted at the General Shareholders Meeting by a three-quarters majority of
  votes of the shareholders holding voting shares and participating in the
  General Shareholders Meeting.The decision to decrease the Charter of the
  Company in a situation where, based on the findings of an audit, the amount
  of the net assets of the Company falls below the amount of its Charter
  Capital shall be adopted at the General Shareholders Meeting by a simple
  majority of votes of the shareholders holding voting shares and participating
  in the General Shareholders Meeting, except that when such reduction is made
  at the proposal of the Board of Directors to an amount below the amount of
  the net assets of the Company, such decision shall be adopted by a
  three-quarters majority of votes of the shareholders holding voting shares
  and participating in the General Shareholders Meeting.7.3.
  
  In
  the event that the Companys balance sheet reflects shares acquired upon the
  decision of the Board of Directors or bought-out through the procedure
  provided for herein, shares (other than the shares bought-out during the
  Companys reorganization), the General Shareholders Meeting shall be
  entitled to decide to reduce the charter capital by redemption of all or part
  of such shares. In the event that the aforementioned shares are maintained on
  the Companys balance sheet longer than one year, the Board of Directors must
  include the issue of reducing the charter capital by redemption of all such
  shares in the agenda of the next annual or extraordinary General
  Shareholders Meeting.+7.4.
  
  Not
  later than thirty (30) days following the date of the General Shareholders
  Meeting decision to reduce the Charter Capital through the procedure
  stipulated herein, the General Director determines all creditors of the
  Company and notifies them on the said decision by sending registered letters.Herewith,
  the creditors, not later than thirty (30) days from the date of sending a
  notice on the Charter Capital decrease, may request from the Company to
  discharge or prematurely fulfill its obligations and reimburse them for the
  losses incurred.7.5.
  
  The
  Company shall not be entitled to decrease its Charter Capital if, as a result
  of such decrease, the amount of the Charter Capital becomes less than a
  thousand minimum monthly wages, as established by the federal law as of the
  date of the appropriate amendments to this Charter submitted for the state
  registration, and in the event that the Company must decrease its Charter
  Capital subject to the requirements of the applicable laws  as of the date
  of the state registration of the Company.  Article 8.  Placement and Payment of the Shares  8.1.
  
  The
  Company is entitled to place its shares, and other securities that are
  convertible into shares through both public and closed subscriptions, except
  in cases when the applicable laws of the Russian Federation permit the
  placement of shares only through public subscription.The
  procedure and term of the shares placement through public or closed
  subscription shall be determined by the Board of Directors or the General
  Shareholders Meeting of the Company, as stipulated in Clause 6.4. and Clause
  6.5. hereof.  8


8.2.
  
  When
  increasing the Charter Capital by placing additional shares, the placed
  shares should be paid for at a market value, which shall be established by
  the Board of Directors together with the decision to increase the Charter
  Capital, through the procedure and by methods stipulated by the applicable
  laws of the Russian Federation. The market value of the shares being placed
  may not be established lower than their nominal value.The
  Company shall place shares at a uniform market price which shall be applicable
  to all buyers of the securities during the whole term of placement.8.3.
  
  When
  additional shares are placed, the Company and any buyer of shares execute a
  civil law agreement on the purchase of shares. Pursuant to such agreement,
  the placed shares shall be paid for within the term specified pursuant to the
  decision on their placement, but not later than one year following the moment
  of placement thereof. The shares payable in monetary form shall be paid for
  at the moment of acquisition thereof in accordance with the decision on
  placement of such shares. The shares which are not paid in monetary form, are
  to be paid in full at their acquisition unless the decision on placement of
  additional shares provides for otherwise.8.4.
  
  The
  shares being placed may be paid for in money, securities, other property or
  property rights, or other rights evaluated in monies.Herewith,
  the shares being placed may not be paid by offsetting the buyers claims to
  the Company, nor may such shares be paid with other securities of the
  Company.The
  form of payment for the additional shares is to be determined by the decision
  on the placement of such shares.In
  the event that additional shares are placed through public subscription,
  payment for the shares shall be effected only in monetary form unless the
  decision on the placement of additional shares provides otherwise.8.5.
  
  Where
  the shares are to be paid for in non-monetary form, the monetary value of the
  property contributed as payment for the shares shall be determined by a
  majority of votes of the members of the Board of Directors taking part in the
  meeting or in the absentee vote. The market value of the property contributed
  as payment for the shares shall be determined through a procedure established
  by the applicable laws.8.6.
  
  The
  Audit Commission of the Company shall select and retain an independent
  appraiser whose participation in assessing the market value of the
  contributed property is a mandatory requirement of the applicable laws of the
  Russian Federation for the payment of shares with non-monetary means.  Article 9.  Rights and Obligations of Shareholders
Holding Ordinary Shares  9.1.
  
  Each
  ordinary share of the Company shall provide to its holder an equal scope of
  rights.9.2.
  
  Each
  holder of ordinary shares of the Company shall be entitled:9.2.1.
  
  to
  sell and otherwise dispose of the shares held at any time without the consent
  of other shareholders or approval from the bodies of the Company;9.2.2.
  
  to
  participate in a General Shareholders Meeting with the right to vote on all
  issues within its competence. In the event that the shareholder has acquired
  the ownership of the shares after the approval by the Board of Directors of
  the list of shareholders entitled to participate in the General Shareholders
  Meeting, the shareholder shall be entitled to participate in the meeting only
  on the basis of a power of attorney issued by the former holder of the
  shares;9.2.3.
  
  to
  receive dividends if such are declared and paid out through the procedure
  stipulated by this Charter;9.2.4.
  
  to
  receive a part of the property or the value of a part of the Companys
  property remaining during the Companys liquidation, after the settlements
  with creditors, in proportion to the shares held by the shareholder, through
  the procedure and in the order stipulated by the applicable laws of the
  Russian Federation and this Charter;9.2.5.
  
  to
  receive from the Companys registrar extracts from the shareholders register
  certified with the registrars seal, to receive information on its personal
  account as well as other information provided for by the legal acts of the
  Russian Federation, in the form, on the conditions, through the procedure and
  within the term established in the Regulations on Maintaining the
  Shareholders Register approved by the Companys registrar within its
  authority;  9


9.2.6.
  
  to
  obtain information contained in this Charter, the Certificate of State
  Registration of the Company and other Company documents other than documents
  containing state or commercial secrets;9.2.7.
  
  in
  cases provided for by the applicable laws of the Russian Federation, to
  defend, through legal procedures, its infringed civil rights and demand
  recovery for damages suffered from the Company;9.2.8.
  
  to
  require from the Company redemption of all or a part of the holders shares,
  in cases and through the procedure stipulated by the applicable laws of the
  Russian Federation;9.2.9.
  
  to
  sell shares to the Company in the event that the Company decides to redeem
  such shares;9.2.10.
  
  to
  require from the Company an extract from the list of persons entitled to
  participate in the general meeting of the shareholders, containing
  information on the shareholder.A
  shareholder has to pay for the services related to the provision of the
  required documents in accordance with the price list approved by the
  Management Board of the Company. The prices for such services shall not
  exceed the cost of making copies of the documents and sending the documents
  by mail.9.3.
  
  A
  shareholder or a group of shareholders holding, in aggregate, not less than
  two (2) percent of the ordinary shares of the total number of the placed
  voting ordinary shares of the Company, as of the date of proposing issues to
  the agenda, are entitled to introduce issues into the agenda for the annual
  shareholders meeting, as well as to propose candidates to the Board of
  Directors, the Audit Commission and the counting commission of the Company
  for the election, at the annual or extraordinary General Shareholders
  Meeting, through the procedure, on conditions and within the term established
  by this Charter.9.4.
  
  A
  shareholder or a group of shareholders holding, in aggregate, not less than
  ten (10) percent of the ordinary shares of the total number of the
  placed voting ordinary shares of the Company, is entitled:·
  to
  require the convening of and, in cases stipulated by the applicable laws of
  the Russian Federation, to convene an extraordinary General Shareholders
  Meeting of the Company;·
  to
  require a review (audit) of the financial and business activities of the
  Company.  9.5.
  
  Each
  holder of the ordinary shares of the Company is obliged to:·
  pay
  for the purchased Companys placed shares through the procedure, in the
  amount, form and within the term established by this Charter and the decision
  on the placement of such securities;·
  not
  disclose confidential information relating to the Companys activities;·
  fulfill
  other obligations provided for in this Charter, internal documents of the
  Company, as well as to comply with the decisions of the General Shareholders
  Meeting and of the Board of Directors adopted within their authority.9.6.
  
  In
  the event of placement by the Company of additional shares and the issuance
  of securities that are convertible into shares, which are placed through
  public subscription, the Companys shareholders shall have the preemptive
  rights to acquire such shares to the extent proportional to their
  shareholdings of the respective category (type), which shall be exercised in
  accordance with the procedure established under federal law.9.7
  
  The
  Companys shareholders shall have the right of access to the documents
  provided for under Section 35.1 of this Charter in the manner determined
  under Article 91 of the Federal Law On Joint Stock Companies and
  Article 35 of this Charter.  Article 10.  Rights and Obligations of Holders of
Preferred Shares of Class A  10.1.
  
  Each
  preferred share of Class A shall provide to its holder an equal scope of
  rights.10.2.
  
  The
  holders of preferred shares of the Company shall not be entitled to vote at a
  General Shareholders Meeting unless the applicable laws of the Russian
  Federation and this Charter provide for otherwise.10.3.
  
  The
  holders of preferred shares of Class A shall be entitled to receive a
  fixed annual dividend, unless this Charter stipulates otherwise. The total
  amount payable as a dividend on each preferred share of Class A shall be
  established as ten (10) percent of the Companys net profits upon
  results of the last financial year, divided by the number of shares
  constituting twenty-five (25) percent of the Charter Capital of the Company.
  Herewith, if the amount of dividends payable by the Company on each  10


ordinary
  share in a given year exceeds the amount payable as dividend on each
  preferred share of Class A, the amount of the latter dividend may be
  increased up to the amount of the dividend payable on ordinary shares.10.4.
  
  Each
  holder of a preferred share of Class A shall be entitled:10.4.1.
  
  to
  sell and otherwise dispose of the shares held at any time without the consent
  of the other shareholders or the bodies of the Company;10.4.2.
  
  to
  participate in a General Shareholders Meeting with the right to vote on
  issues relating to reorganization and liquidation of the Company;10.4.3.
  
  the
  holders of preferred shares of Class A are entitled to vote at the
  meetings of shareholders in cases when the adoption of amendments or
  additions to this Charter shall involve restriction of rights of the holders
  of preferred shares, including establishment or increase of the amount of the
  dividend and (or) establishment or increase of the liquidation quota payable
  on preferred shares of the previous order of priority, or in the case of
  providing to the holders of preferred shares of other types of privileges in
  respect of the order of priority for paying the dividend and (or) liquidation
  value of the shares.The
  holders of preferred shares of Class A, the amount of dividend on which
  is established in this Charter, shall be entitled to participate in a General
  Shareholders Meeting with the right to vote on all issues on the meetings
  agenda, starting from the meeting following an annual General Shareholders
  Meeting, which has decided not to pay out the dividends or has decided to pay
  out only a part of the dividends on preferred shares of Class A. The
  right of holders of preferred shares of Class A to participate in a
  General Shareholders Meeting shall be terminated as of the moment the
  dividends on such shares are paid in full;  10.4.4.
  
  in
  the event of the Companys liquidation, to receive a part of the property or
  the value of a part of the property remaining after settlements with the
  Companys creditors. The property remaining after the creditors claims have
  been satisfied shall be used to effectuate payments through the following
  procedure:·
  available
  unpaid dividends on preferred shares of Class A shall be paid out;·
  holders
  of preferred shares of Class A shall be paid the nominal value of the
  shares they hold;·
  the
  remaining property shall be distributed among the holders of preferred shares
  of Class A and of ordinary shares in proportion to their shareholdings
  in the total number of the shares placed by the Company, adjusted for the
  value of the preferred shares of Class A (liquidation value of preferred
  shares of Class A) paid out earlier;  10.4.5.
  
  to
  receive from the Companys Registrar extracts from the shareholders register
  and other information through the procedure stipulated for the holders of
  ordinary shares of the Company in Clause 9.2.5. hereof;10.4.6.
  
  to
  receive information contained in the Companys documents listed in Clause
  9.2.6. hereof, through the procedure stipulated by this Charter for the
  holders of ordinary shares of the Company;10.4.7.
  
  to
  exercise rights specified in Clauses 9.2.1., 9.2.7., 9.2.8., 9.2.9. hereof,
  in accordance with the applicable laws of the Russian Federation and this
  Charter.10.5.
  
  Each
  holder of preferred shares of Class A is obliged:·
  
  not
  to disclose confidential information relating to the Companys activities;·
  
  to
  perform other obligations stipulated by this Charter, internal regulations of
  the Company and comply with the decisions of the General Shareholders
  Meetings and the Board of Directors, adopted within their authority.  Article 11.  Distribution of Profits; Funds  11.1.
  
  Company
  Profits shall be subject to taxation through the procedure stipulated by the
  applicable laws of the Russian Federation. The remaining profits of the
  Company, after payment of taxes and other compulsory payments payable to the
  budget, shall be at the sole disposal of the Company and shall be used by the
  Company at its own discretion.11.2.
  
  The
  Company shall establish a reserve fund, allocating five (5) percent of
  the Companys net profits every year until the reserve fund constitutes
  fifteen (15) percent of the Charter Capital of the Company.  11


The
  reserve fund shall be used to cover the Companys losses as well as to redeem
  the Companys shares in case other funds are unavailable in such events and
  through such procedures as stipulated in this Charter.The
  reserve fund may not be used for other purposes.  11.3
  
  In
  order to secure the Companys obligations and assure its production-related
  and social development, at the expense of the Companys profits and other
  revenues, the General Shareholders Meeting may, by deciding on the issue
  specified in Section 14.2.9 of this Charter, decide to establish other
  funds.  Article 12.  Dividends of the Company  12.1.
  
  Once
  a year, the Company is entitled to make a decision on (declare) the payment
  of dividends of placed shares. The Company shall not guarantee the payment of
  dividends on the ordinary shares unless the General Shareholders Meeting
  adopts an appropriate decision.A
  decision on paying the annual dividends, the amount and form of the dividend
  payable on the shares of each category (class) shall be adopted by the
  General Shareholders Meeting upon approval of the distributed profit.  12.2.
  
  Dividends
  on the preferred shares shall be paid out in an amount established in Clause
  10.3. hereof.12.3.
  
  Dividends
  shall be paid out of the Companys net profits (profit after taxes) based on
  the financial year results as specified in the annual profit and loss
  statement of the Company. Dividends on Class A preferred shares may be
  paid out of the funds specially designated for the purpose; the amount of
  such funds shall be determined so that the amount of dividends paid out of
  such funds not be lower than what is specified in Section 10.3 of this
  Charter.12.4.
  
  To
  exercise the payment of dividends, the Companys Board of Directors shall
  draw up the list of persons entitled to receive the annual dividends. Such
  list shall include shareholders and nominee holders registered with the
  Register of Shareholders of the Company as of the date of the drawing up of
  the list of persons entitled to participate in the annual General
  Shareholders Meeting.12.5.
  
  Annual dividends shall be paid not later than
  October 31 of the fiscal year during which the decision to pay such
  annual dividends is made. The payment of annual dividends on preferred shares
  shall commence not later than sixty (60) days following the date of the
  decision adopted at the Shareholders Meeting in respect of payment of such
  dividends.12.6.
  
  When
  adopting a decision on (declaring) the payment of dividends, the Company
  shall be guided by limitations on the payment (declaration) of dividends,
  established by the applicable law of the Russian Federation.12.7.
  
  The
  Company shall pay out dividends in monetary form, with the exception of the
  case when the General Shareholders Meeting may decide, in respect of the
  annual dividend on the ordinary shares, to pay out dividends in another form.
  Dividends on the preferred shares of Class A shall be paid out only in
  monetary form.  Article 13.  Register of Shareholders.  Registrar of the Company  13.1.
  
  The
  Company shall provide for maintaining a register of the Companys
  shareholders in accordance with the requirements of the legal acts of the
  Russian Federation.13.2.
  
  The
  shareholders register for the Company is held by a professional participant
  of the securities market (Registrar), who maintains registers of shareholders
  as an exclusive activity and holds a license to perform such duties.The
  maintaining of the register shall comply with the Regulations on Maintaining
  the Shareholders Register, approved by the Registrar of the Company.13.3.
  
  A
  person registered in the shareholders register shall notify the Registrar of
  any changes in a timely manner. In the event that such person fails to notify
  the Registrar of the changes, the Company and the Registrar will not be
  responsible for the damages arising in connection therewith.13.4.
  
  In
  cases stipulated by the laws of the Russian Federation, the Companys
  Registrar shall perform functions of the Counting Commission of the Company.  12


The
  Registrar ascertains powers of and registers persons intending to participate
  in the General Shareholders Meeting of the Company, determines quorum of the
  General Shareholders Meeting, provides for the settlement of questions
  relating to the exercise by shareholders (their representatives) of the right
  to vote at the General Shareholders Meeting, explains the procedure for
  voting on the items included into the meeting agenda, counts votes and
  summarizes the balance of votes, draws up the protocol on voting results, and
  transfers the voting ballots to the archive.While
  performing functions of the Counting Commission, the Registrar complies with
  the requirements contained in the internal documents of the Company.  Article 14.  Competence of the General Shareholders
Meeting  14.1.
  
  The
  General Shareholders Meeting is the chief management body of the Company and
  all major decisions are taken at the General Shareholders Meeting.14.2.
  
  The
  competence of the General Shareholders Meeting includes the following
  matters, which may not be transferred for consideration of the Board of
  Directors, General Director or the Management Board:14.2.1.
  
  introduction
  of amendments and additions to this Charter with the exception of cases
  stipulated in Clause 4.3. hereof, or approval of a restated version of the
  Charter of the Company, which is adopted by not less than three quarters of
  the votes of shareholders holding voting shares of the Company and
  participating in the meeting, with the exception of cases stipulated in
  Clause 31.3. hereof;14.2.2.
  
  the
  Companys reorganization, the decision on which shall be adopted by not less
  than three quarters of the voting shares of the Company participating in the
  meeting;14.2.3.
  
  the
  Companys liquidation, appointment of the Liquidation Commission, approval of
  the interim and final liquidation balance sheets, the decisions on which
  shall be adopted by shareholders holding voting shares not less than three
  quarters of the Companys voting shares participating in the meeting;14.2.4.
  
  election
  of members to the Board of Directors, the decision on which is adopted by
  cumulative voting. Premature termination of powers of the members of the
  Board of Directors, the decision on which shall be adopted by a simple
  majority of the shareholders holding voting shares of the Company
  participating in the meeting;14.2.5.
  
  determination
  of amount, nominal value, category (class) of authorized shares, the decision
  on which shall be adopted by not less than three quarters of the shareholders
  holding voting shares of the Company participating in the meeting;14.2.6.
  
  decrease of the Charter Capital of the Company:14.2.6.a)
  
  by acquiring a part of the shares to reduce
  their total number or by canceling the shares acquired or redeemed by the
  Company and not sold by the Company within one year following such
  acquisition or redemption, in which case the decision shall be adopted by a
  simple majority of votes of the shareholders holding voting shares and
  participating in the meeting;14.2.6.b)
  
  by decreasing the nominal value of the shares of
  the Company, in which case the decision shall be adopted by a three-quarters
  majority of votes of the shareholders holding voting shares and participating
  in the meeting.14.2.6.c)
  
  in a situation where, based on the findings of
  an audit, the amount of the net assets of the Company falls below the amount
  of its Charter Capital, in which case the decision shall be adopted by a
  simple majority of votes of the shareholders holding voting shares and
  participating in the General Shareholders Meeting, except that when such
  reduction is made at the proposal of the Board of Directors to an amount
  below the amount of the net assets of the Company, such decision shall be
  adopted by a three-quarters majority of votes of the shareholders holding
  voting shares and participating in the meeting.14.2.7.
  
  election
  of members to the Audit Commission and premature termination of their powers,
  the decision on which shall be adopted by a simple majority of the
  shareholders holding voting shares of the Company participating in the
  meeting;14.2.8.
  
  approval
  of the external auditor of the Company, the decision on which shall be
  adopted by a simple majority of the voting shares of the Company
  participating in the meeting;  13


14.2.9.
  
  approval
  of the annual reports of the Company; annual accounting statements, including
  the profit and loss statements of the Company; distribution of profit,
  including the payment (declaration) of dividends, approval of the amount,
  form and term of dividends payable in each category and class of shares,
  approval of losses upon the results of a financial year, the decisions on
  which shall be adopted by a simple majority of the Shareholders holding
  voting shares of the Company participating in the meeting;14.2.10.
  
  approval
  of the Regulations on the Board of Directors, Regulations on the Audit
  Commission, Regulations on the General Director, Regulations on the General
  Shareholders Meeting, as well as of amendments and additions to such
  Regulations, the decisions on which shall be adopted by a simple majority of
  the shareholders holding voting shares of the Company participating in the
  meeting;14.2.11.
  
  determination
  of the procedure for holding a General Shareholders Meeting drawn up in the
  form of the Regulations on the General Shareholders Meeting, introduction of
  amendments and additions to such Regulations, the decision on which shall be
  adopted by a simple majority of the shareholders holding voting shares of the
  Company participating in the meeting;14.2.12.
  
  increase
  of the Charter Capital of the Company through increase of the nominal value
  of shares, the decision on which shall be adopted by a simple majority of
  shareholders;14.2.13
  
  increase
  of the charter capital of the Company through placement of additional ordinary
  shares by way of public subscription in the event the number of additionally
  placed ordinary shares exceeds twenty-five (25) percent of the ordinary
  shares previously placed by the Company; such decision shall be adopted by at
  least three-quarters of votes of the shareholders holding the Companys
  voting shares and participating in the meeting;14.2.14
  
  increase
  of the charter capital of the Company through placement of additional Company
  shares by way of closed subscription; such decision shall be adopted by at
  least three-quarters of votes of the shareholders holding the Companys
  voting shares and participating in the meeting;14.2.15
  
  placement
  by the Company of bonds convertible into shares and of other securities
  convertible into shares in the event such bonds (other securities) are placed
  by way of closed subscription or public subscription provided that, in the
  event of public subscription, bonds convertible into Company shares (other
  issue securities) may be converted into ordinary shares of the Company
  totaling more than twenty-five (25) percent of the previously placed ordinary
  shares; such decision shall be approved by at least three-quarters of votes
  of the shareholders holding the Companys voting shares and participating in
  the meeting;14.2.16.
  
  splitting
  and consolidation of the Companys shares, the decision on which shall be
  adopted by a simple majority of the Shareholders holding voting shares of the
  Company participating in the meeting;14.2.17.
  
  approval
  of transactions in cases and through the procedures stipulated in Clause 32
  of this Charter;14.2.18.
  
  approval
  of major transactions in cases and through the procedure stipulated in Clause
  31 of this Charter;14.2.19.
  
  decision
  on the payment (declaration) of annual dividends, approval of the amount,
  form and term of payment of the dividends payable for each category and class
  of shares, which is adopted upon the distribution of the Companys profit and
  loss, upon results of the financial year;14.2.20.
  
  decision
  on participation in financial and industrial groups, associations and other
  affiliations of commercial organizations, which shall be adopted by a simple
  majority of the shareholders holding voting shares of the Company
  participating in the meeting;14.2.21.
  
  decision
  on matters on which members of the Board of Directors have failed to vote
  unanimously, as required by this Charter or the law On Joint Stock
  Companies, in order to adopt such decision;14.2.22.
  
  reimbursement,
  at the Companys expense, of expenses in connection with the preparation and
  holding of an extraordinary General Shareholders Meeting in the event that,
  in violation of the requirements of the applicable laws of the Russian
  Federation, the Board of Directors has failed to adopt the decision on
  convening the extraordinary General Shareholders Meeting and such meeting
  has been convened by third persons, the decision on which is to be adopted by
  a simple majority of the Shareholders holding voting shares of the Company
  participating in the meeting;14.2.23.
  
  decisions
  on other matters referenced by this Charter, to the competence of a General
  Shareholders Meeting.  14


14.3.
  
  The
  General Shareholders Meeting shall be entitled to adopt decisions on the
  matters stipulated in Clauses 14.2.2, 14.2.6.b),14.2.10,
  14.2.12, 14.2.13, 14.2.14, 14.2.15, 14.2.16, 14.2.17, 14.2.18, 14.2.19,
  14.2.20, 14.2.21, and 14.2.22, if proposed by the Board of Directors only.14.4.
  
  The
  General Shareholders Meeting shall also be competent to decide on other
  issues which are regarded by the law On Joint Stock Companies, as within
  the competence of a General Shareholders Meeting.14.5.
  
  Apart
  from the Board of Directors, no other persons are entitled, under this
  Charter, to propose issues for the agenda of an annual or extraordinary
  General Shareholders Meeting, or to request, from the Board of Directors,
  the inclusion of the items listed in Clause 14.3 hereof, into the agenda.14.6.
  
  The
  General Shareholders Meeting is not entitled to consider and adopt decisions
  on matters not referred by this Charter to its competence.14.7.
  
  The
  General Shareholders Meeting shall not be entitled to adopt decisions on
  items not included in the meeting agenda, nor shall it be entitled to amend
  the agenda.  Article 15.  Annual General Shareholders Meeting  15.1.
  
  The
  Company convenes an annual General Shareholders Meeting through the
  procedure stipulated by this Charter and the Regulations on the General
  Shareholders Meeting.15.2.
  
  The
  annual General Shareholders Meeting shall be held within a term determined
  by the Board of Directors and may not be held earlier than 4 (four) months or
  later than 6 (six) months following the end of the Companys financial year.15.3.
  
  Decisions
  on the following issues are to be taken by the annual General Shareholders
  Meeting:  15.3.1.
  
  approval
  of the Companys annual report, submitted by the Board of Directors; approval
  of the annual accounting statements, profit and loss statements of the
  Company; distribution of profit, including the payment (declaration) of
  dividends, approval of the amount, form and term of payment of dividends
  payable on each category and class of shares, approval of losses of the
  Company upon results of the financial year;15.3.2.
  
  election
  of members of the Board of Directors;15.3.3.
  
  election
  of members of the Audit Commission;15.3.4.
  
  approval
  of the Companys external auditor.  The
  agenda of the annual General Shareholders Meeting may include other issues
  of an annual General Shareholders Meeting falling within its competence
  pursuant to the law On Joint Stock Companies.  15.4.
  
  The
  procedure for conducting the annual General Shareholders Meeting and
  notifying the shareholders of the convening of such a meeting, and the list
  of materials provided for the shareholders reference (information on the
  forthcoming General Shareholders Meeting) shall be determined by the Board
  of Directors and approved by a majority of present votes of members of the
  Board of Directors in accordance with the provisions of this Charter and the
  Regulations on the General Shareholders Meeting.  Article 16.  Extraordinary General Shareholders Meeting  16.1.
  
  All
  General Shareholders Meetings of the Company, other than the annual meeting,
  are deemed extraordinary meetings.16.2.
  
  An
  extraordinary General Shareholders Meeting is held upon the decision of the
  Board of Directors, adopted by a majority of votes of its members
  participating in the meeting, upon its own initiative, upon a request of the
  Audit Commission, external auditor of the Company, or upon the request of a
  shareholder (shareholders) owning, as of the date of the request, not less
  than 10 (ten) percent of the voting shares of the Company.A
  request for the convocation of an extraordinary shareholders meeting may be
  submitted by way of:·
  mailing
  it to the address of the Company;·
  delivering
  it against signature to the person performing the functions of the sole
  executive body of the Company, the Chairman of the Board of Directors of the
  Company or other person authorized  15


under
  the Companys internal documents to accept correspondence in writing
  addressed to the Company.  If
  such notice is given as a letter via regular mail or otherwise by regular
  mail, the date of submission of such request will be the date indicated in
  the imprint of the calendar stamp evidencing the date of receipt of such
  mail; in the event the request for the convocation of an extraordinary
  General Shareholders Meeting is given by registered mail or other certified
  mail,  the date, on which such mail is delivered to the addressee against signature
  of the authorized person. If such notice is delivered against signature, the
  delivery date will be the date of acceptance signature.  Other
  matters related to the submission of notice are governed under the
  Regulations on the General Shareholders Meeting.  16.3.
  
  The
  Board of Directors initiating the convention of an extraordinary General
  Shareholders Meeting, must approve:·
  wording
  of the agenda issues;·
  a
  clear statement of the reasons for submitting the issues for discussion at
  the meeting;·
  the
  form of holding of the meeting.  16.4.
  
  Within
  5 (five) days of the date the request is submitted to the Board of Directors,
  it shall decide either to convene the extraordinary General Shareholders
  Meeting or reject the aforementioned request.16.5
  
  The
  Board of Directors may adopt a decision rejecting the convening of an
  extraordinary General Shareholders Meeting or refusing the inclusion of some
  of the proposed issues into the agenda only in the following cases:·
  the
  issue (all issues) proposed for the agenda of the General Shareholders
  Meeting is not referred by the law On Joint Stock Companies to the
  competence of the meeting;·
  shareholders,
  initiating the request, do not hold, as of the date such request is submitted
  to the Company, the necessary number of voting shares to convene an
  extraordinary General Shareholders Meeting;·
  initiators
  of the convention are persons who are not registered, including through a
  nominee holder, with the register of shareholders, and (or) do not hold the
  powers of a representative of the relevant shareholders;·
  the
  request to convene an extraordinary General Shareholders Meeting contains
  insufficient information or the documents that are required to be enclosed
  therein by this Charter and the Regulations on the General Shareholders
  Meeting are missing;·
  issues
  which, in accordance with this Charter, are allowed to be submitted for
  discussion at a General Shareholders Meeting only upon the initiative of the
  Board of Directors, have been proposed by other persons initiating the
  convention of the extraordinary General Shareholders Meeting;·
  an
  issue of the agenda contained in the request for convening an extraordinary
  General Shareholders Meeting has already been included in the agenda of the
  extraordinary or annual General Shareholders Meeting, which is convened in
  accordance with the Board of Directors decision adopted earlier than such
  request has been received;·
  an
  item (all items) proposed for the agenda of the General Shareholders Meeting
  does not comply with the requirements of the Law of the Russian Federation
  On Joint Stock Companies and other legal acts of the Russian Federation;·
  the
  procedure for submitting a request for convening a General Shareholders
  Meeting established by the Law of the Russian Federation On Joint Stock
  Companies and this Charter has not been complied with.  16.6.
  
  A
  substantiated decision rejecting the extraordinary meeting convention or an
  issue proposed for the agenda shall be sent to the persons initiating the
  convention of such meeting, not later than 3 (three) days following the
  adoption of the relevant decision.  Article 17.  Forming the Agenda of a General Shareholders
Meeting  17.1.
  
  The
  agenda of the General Shareholders Meeting is to be approved by the Board of
  Directors of the Company.  16


The
  procedure for submitting proposals and approving the agenda of an extraordinary
  General Shareholders Meeting is established by this Charter and the
  Regulations on the General Shareholders Meeting.  17.2.
  
  Shareholders
  (a shareholder) holding, in aggregate, not less than 2 (two) percent of the
  voting shares of the Company may propose items to be included in the agenda
  of the annual General Shareholders Meeting. Such proposals should be
  accepted by the Company no later than sixty (60) days following the end of
  the financial year.17.3.
  
  Proposals
  on the inclusion of items in the agenda may be submitted by way of:·
  mailing
  to the address of the Company;·
  delivery
  against signature to the person performing the functions of the Companys
  sole executive body, the Chairman of the Board of Directors of the Company,
  the Corporate Secretary or other person authorized under the Companys
  internal documents to accept correspondence in writing addressed to the
  Company.  If
  an item proposed for inclusion in the agenda of the General Shareholders
  Meeting is mailed, the date of submission of such proposal will be the date
  indicated in the imprint of the calendar stamp evidencing the mailing date;
  if the proposal for inclusion in the agenda of the General Shareholders
  Meeting is delivered against signature  it will be the date of acceptance
  signature.  17.4.
  
  A
  proposal of the items for the agenda of the annual General Shareholders
  Meeting should contain:·
  wording
  of the issues proposed for the agenda;·
  full
  name (corporate name) of the shareholder (shareholders) submitting the issue,
  and information on the owned shares (number, category, class);·
  signature
  of the shareholder (shareholders) or authorized representatives. In the event
  that the proposal is signed on behalf of the shareholder by an authorized
  representative, the items proposed for the agenda shall be enclosed with a
  notarized copy of the power of attorney or other evidence of the shareholder
  representatives authority (including the protocol on the election as a
  person authorized to represent the legal entity shareholder without a power
  of attorney).  17.5.
  
  The
  Board of Directors must consider the duly proposed items and decide either to
  include the items into the agenda or reject the items, not later than 5
  (five) days following the end of the term for accepting the proposal of
  issues established by this Charter.  17.6.
  
  The
  Board of Directors is entitled to refuse to include an issue into the agenda
  of a General Shareholders Meeting only in such cases as follows:·
  the
  deadline established by this Charter for the acceptance of a proposal has not
  been met;·
  the
  proposed issue does not meet requirements established herein;·
  shareholders
  proposing issues do not hold, as of the date the items are submitted, a
  sufficient number of the voting shares of the Company;·
  initiators
  of the proposed issues are persons which are not registered, including
  through a nominee, with the shareholder registry, and/or do not hold powers
  of representative of the relevant shareholders;·
  the
  issue proposed for the agenda is not referred to by the applicable laws of
  the Russian Federation and this Charter to the competence of the General
  Shareholders Meeting;·
  the
  issue proposed for the agenda does not comply with the requirements of the
  Law of the Russian Federation On Joint Stock Companies or other legal acts
  of the Russian Federation;·
  the
  issue proposed for the agenda may be accepted for consideration at the
  General Shareholders Meeting only if, as established by this Charter,
  submitted by the Board of Directors.  17.7.
  
  A
  substantiated decision rejecting the issue proposed for the agenda or the
  candidates nominated to the bodies of the Company shall be sent to the
  shareholders initiating the issue proposal (nomination of the candidates),
  not later than 3 (three) days following the adoption of the relevant negative
  decision.17.8.
  
  The
  agenda of the General Shareholders Meeting may not be amended after the
  shareholders have been notified of the holding of a General Shareholders
  Meeting through the procedure stipulated herein.  17


17.9.
  
  Shareholders
  (shareholder) holding, in aggregate, at least two (2) percent of the
  Companys voting shares shall have the right to nominate candidates to the
  Board of Directors, the Audit Commission and the Counting commission of the
  Company unless its functions are performed by the Company Registrar; the
  number of such candidates may not exceed the number of members of the
  relevant body as determined under this Charter. Such proposals should be
  accepted by the Company no later than sixty (60) days following the end of
  the financial year.17.10.
  
  Proposals
  nominating candidates may be submitted by way of:·
  mailing
  to the address of the Company;·
  delivery
  against signature to the person performing the functions of the Companys
  sole executive body, the Chairman of the Board of Directors of the Company,
  Corporate Secretary or other person authorized under the Companys internal
  documents to accept correspondence in writing addressed to the Company.  If a
  proposal nominating candidates is mailed, the date of submission of such
  proposal will be the date indicated in the imprint of the calendar stamp
  evidencing the mailing date; if a proposal nominating candidates is delivered
  against signature - it will be the date of acceptance signature.  17.11.
  
  A
  nominated candidate proposal (including the case of self-nomination) shall
  state:·
  the
  full name of the candidate, ID document (series and/or number, date and place
  of issue, issuing body);·
  the
  full name (corporate name) of the shareholders nominating the candidate,
  number and category (class) of shares held by them;·
  the
  name of the body of the Company to which the candidate is nominated;·
  other
  information on the candidates required by this Charter and applicable
  internal documents;·
  the
  signature of the shareholder (shareholders) or authorized representatives
  thereof. In the event that the nominated candidate proposal is signed on
  behalf of the shareholder by its authorized representative, the issues
  proposed for the agenda are submitted together with a notarized copy of the
  power of attorney or other evidence of the powers of the shareholder
  representative (including the minutes on election as a person authorized to
  represent the shareholders interests without a power of attorney).  17.12.
  
  The
  issues proposed for the agenda of the General Shareholders Meeting and
  nominations of candidates to the Board of Directors and the Audit Commission
  may be revoked by the shareholders (the shareholder) which have submitted
  such proposals.17.13.
  
  The
  Board of Directors considers the submitted proposals and decides whether to
  include them in the nominated candidates list for voting on elections to the
  Board of Directors, Audit Commission, office of General Director or to refuse
  them not later than five (5) days following the final term for the
  acceptance of proposals as established by this Charter.17.14.
  
  The
  Board of Directors may refuse to include the nominated candidates into the
  list of candidates in the following cases:·
  the
  term established by this Charter for the acceptance of nominated candidate
  proposals has not been complied with;·
  the
  shareholders submitting the proposals do not hold, as of the date the
  proposal is submitted, a sufficient number of the voting shares of the
  Company;·
  the
  initiators of the submitted proposals are persons who are not registered,
  including through a nominee, in shareholder registry and/or are not
  authorized to represent the relevant shareholders;·
  the
  candidates included in the proposal do not meet the requirements established
  by the Law of the Russian Federation On Joint Stock Companies and this
  Charter for candidates to the relevant bodies of the Company;·
  the
  proposal does not comply with the requirements of the Law of the Russian
  Federation On Joint Stock Companies or other legal acts of the Russian
  Federation.  17.15.
  
  A
  substantiated decision refusing to include the nominated candidate into the
  list of candidates for the election to the Board of Directors, Audit
  Commission, the office of the General Director of the Company shall be sent
  to the shareholder (shareholders) initiating the nomination of the
  candidates, not later than three (3) business days following the date of
  adoption of the relevant negative decision.  18


Article 18.  Convening the General Shareholders Meeting  18.1.An
extraordinary General Shareholders Meeting convened upon the request of the
Audit Commission of the Company, external auditor of the Company or
shareholders owning, in aggregate, not less than ten (10) percent of the
voting shares is to be convened not later than 40 calendar days following the
date of the request for holding the extraordinary General Shareholders
Meeting.  In the event that the
agenda of the extraordinary General Shareholders Meeting proposed by the Audit
Commission, external auditor of the Company or by the shareholders holding, in
aggregate, not less than 10 (ten) percent of the voting shares of the Company
includes an issue of electing members of the Board of Directors, such
extraordinary General Shareholders Meeting must be held within 70 (seventy)
calendar days from the date of request for holding the extraordinary General
Shareholders Meeting.  In the event that, in
accordance with the Law of the Russian Federation On Joint Stock Companies,
the Board of Directors must adopt the decision on holding an extraordinary
General Shareholders Meeting for the election of members of the Board of
Directors, such extraordinary General Shareholders Meeting shall be held within ninety (90) calendar days following the date on which
the Board of Directors adopted the decision to hold such a meeting.  18.2.Information
on holding the General Shareholders Meeting shall be communicated by way of a
written notice to each person included in the list of persons entitled to
participate in the General Shareholders Meeting and/or shall be published in
the form of a proper announcement in the Rossiskaya Gazeta
newspaper or in any other national newspaper circulated in the whole territory
of the Russian Federation.  The Company may also
inform the shareholders on holding a General Shareholders Meeting by other
means of the mass media, including the Internet.  18.3.The
following documents shall be forwarded to the persons entitled to participate
in the General Shareholders Meeting to inform them of the General Shareholders
Meeting to be held through absentee voting:  ·the text announcing the holding of the General
Shareholders Meeting;  ·voting ballots.  In the event that the
meeting agenda includes items, the voting on which may, in accordance with the
Law of the Russian Federation On Joint Stock Companies, confer to the
shareholders the right to request from the Company redemption of their shares,
the shareholders shall also receive a special form to execute a written request
to the Company to redeem the shares held by the shareholder.  In the event that the
meeting agenda includes issues on decreasing the Charter Capital through
redemption of a part of the placed shares with the purpose of reducing the
total amount thereof, the shareholders shall receive a special form to execute
a written request to the Company to redeem the shares held by the shareholder.  18.4.Information
on holding the General Shareholders Meeting in the form of a meeting shall be
communicated to the shareholders not later than thirty (30) calendar days
before the final date of accepting the voting ballots.  In cases stipulated for
in Clauses 2 and 8 of Article 53 of the Federal Law On Joint-Stock
Companies notice about extraordinary General Shareholders Meeting should be
made at least seventy (70) calendar days before the meeting.  The following documents
shall be sent to the persons entered into the list of persons entitled to
participate in the General Shareholders Meeting by registered mail:  ·the text of the announcement of the holding of the
General Shareholders Meeting;  ·voting ballots.  In the event that the
meeting agenda includes items the voting on which may, in accordance with the
Law of the Russian Federation On Joint Stock Companies, confer to the
shareholders the right to request from the Company redemption of their shares,
the shareholders shall also be provided with a special form to execute a
written request to the Company to redeem the shares held by the shareholder.  19


In the event that the
agenda includes items on decreasing the Charter Capital through redemption of
part of the placed shares with the purpose of reducing the total number
thereof, the shareholders shall receive a special form to execute a written
request to the Company to redeem the shares held by the shareholder.  The date of informing the
shareholders of the holding of a General Shareholders Meeting is the date on which
the registered mail is dispatched, or the date of the announcement publication,
in accordance with Clause 18.2. hereof.  18.5.The
information to be sent to the shareholders arranging for the General
Shareholders Meeting shall include the following:  18.5.1.annual
balance sheets of the Company;  18.5.2.opinions
of the Audit Commission and external auditor of the Company on the results of
the audit of the annual accounting records of the Company;  18.5.3.information
on the candidates nominated to the Companys Board of Directors;  18.5.4.information
on the candidates nominated to the Companys Audit Commission;  18.5.5.information
about the proposed external auditor of the Company;  18.5.6.draft
amendments and additions proposed to be incorporated in the Charter and
internal documents of the Company, and (or) drafts of the restated Charter and
internal documents;  18.5.7.draft
resolutions of the General Shareholders Meeting proposed by persons authorized
by this Charter to incorporate items into the agenda of a shareholders
meeting, or request the convention of an extraordinary General Shareholders
Meeting;  18.5.8.other
information (materials) necessary to adopt decisions on issues on the agenda of
the General Shareholders Meeting, included by the Board of Directors into the
list of information (materials) to be provided to the General Shareholders
Meeting.  Information mentioned in
Clauses 18.5.1.  18.5.7. of this Charter is to be provided through the
procedure established herein, in the event that the relevant items are included
into the agenda of a General Shareholders Meeting.  18.6.Materials
to be provided in preparation for the General Shareholders Meeting to persons
entitled to participate in the General Shareholders Meeting shall not be sent
out to the shareholders. A person entitled to participate in the General
Shareholders Meeting may review such materials at the addresses indicated in
the notice.  A person entitled to
participate in the General Shareholders Meeting may receive, at the indicated
addresses, copies of all materials of the meeting, and request to send such
materials to its address by mail, provided the mail costs shall be paid by the
receiver.  18.7.The
General Shareholders Meeting shall be legally qualified (shall have a quorum)
provided that shareholders holding, in aggregate, more than half of the placed
voting shares of the Company participate therein.  The shareholders
registered to attend the meeting and the shareholders, the ballots from whom
have been received not later than two days prior to the date of holding the
General Shareholders Meeting, are deemed as having participated in the general
meeting. The shareholders from whom the ballots have been received prior to the
final date of accepting the ballots are deemed to have participated in the
meeting in the form of absentee voting.  18.8.In the event that the agenda of the General
Shareholders Meeting includes items to be voted on by holders of different
categories of shares, the quota for voting on such items shall be determined
separately. Herewith, the absence of a quota for voting on the items to be
voted on by shares of one category shall not prohibit the voting on the issues
which may be voted on by shares of the other categories constituting a quorum
required for voting on such issues.  18.9.If the quorum for holding an annual General
Shareholders Meeting is not available, the Board of Directors must announce
the date for holding a repeated General Shareholders Meeting.  If the quorum for holding
an extraordinary General Shareholders Meeting is not available, the Board of
Directors is authorized to announce the date for holding a repeated General
Shareholders Meeting.  In the event that the
General Shareholders Meeting is convened upon the initiative of the Board of
Directors, the latter shall be authorized to change, in its decision on the
repeated meeting, the form of holding the meeting.  20


18.10.
Information on holding a repeated General Shareholders Meeting shall be
communicated through the procedure stipulated in this Charter. In such cases,
the terms for communicating this information may be established not later than
twenty (20) days prior to the final date of accepting the ballots for voting at
the repeated meeting, and the information on holding the repeated general
meeting, the agenda of which includes the issue of the Companys
reorganization, shall be communicated not later than thirty (30) days prior to
the final date of accepting the voting ballots.  18.11.
A repeated General Shareholders Meeting convened instead of the originally
scheduled meeting shall be deemed legally qualified (shall have a quorum) in
the event that it is attended by the shareholders (shareholders representatives)
holding, in aggregate, not less than thirty (30) percent of votes provided by
the voting shares of the Company, adjusted for the procedure of quorum
determination in accordance with Clauses 18.7. and 18.8. of this Charter.  18.12.
In the event that a repeated General Shareholders Meeting is held earlier than
20 (twenty) days following the date of the original meeting which was not held,
the persons entitled to participate in the General Shareholders Meeting shall
be qualified as such in accordance with the list of persons entitled to attend
the original meeting which was not held.  Article 19.  The Right to Participate in the General
Shareholders Meeting  19.1.The list
of persons entitled to participate in the General Shareholders Meeting shall
be prepared on the basis of the information contained in the Companys Register
as of the date established by the Board of Directors.  19.2.The date
of preparing the list of persons entitled to participate in the General
Shareholders Meeting may not be established earlier than the date of the
adopted decision on holding the General Shareholders Meeting or later than
fifty (50) calendar days prior to the date of holding the General Shareholders
Meeting and, if the agenda of the extraordinary General Shareholders Meeting
includes the election of members of the Board of Directors, not later than
sixty five (65) calendar days prior to the date of holding the General
Shareholders Meeting. Herewith, the actual date shall be established not
earlier than thirty five (35) calendar days prior to the date of holding the
General Shareholders Meeting.  In all cases, the date of
preparing the list of persons entitled to participate in the General
Shareholders Meeting must precede the date of informing those persons on
holding of the general meeting in accordance with Clause 18.4 hereof.  19.3.For the
purpose of composing the list of the shareholders entitled to participate in
the General Shareholders Meeting, a nominee holder of shares shall provide
information with respect to the persons for which benefit it is holding the
shares as of the date of preparing the list.  19.4.The list
of persons entitled to participate in the General Shareholders Meeting shall
contain data stipulated by the Regulations on the General Shareholders
Meeting.  19.5.The list
of persons entitled to participate in the General Shareholders Meeting shall
include:  ·shareholders holding fully paid ordinary
shares of any issue of the Company;  ·shareholders holding fully paid preferred shares of
the Company of any category in cases when the agenda of the General
Shareholders Meeting includes an issue on which the preferred share of that
particular class is entitled to vote, or when the holders of preferred shares
have been conferred the right to vote on all issues within the competence of
the General Shareholders Meeting, in accordance with Article 32 of the
Law of the Russian Federation On Joint Stock Companies; and  ·other persons in accordance the current legislation.  19.6.Amendments to the list of persons entitled to
participate in the General Shareholders Meeting may be introduced only in the
case of restoration of the violated rights of persons not included in the
aforementioned list as of the date of its preparation, or in the case of
correction of errors, incurred in the course of preparation of such list.  19.7.In the event that shares are transferred after the
date of preparation, the list of persons entitled to participate in the General
Shareholders Meeting and prior to the date of holding the General Shareholders
Meeting, the persons included in such list must issue to the acquirer of shares
a power of attorney for voting or to vote at the General Shareholders Meeting
in compliance with the written instructions of the acquirer of the shares. The
above provision shall also apply to each of the subsequent cases of the shares
transfer.  21


19.8.The
right to participate in the General Shareholders Meeting may be exercised by
the shareholder, both independently or through a representative.  A shareholder may
participate in a meeting through the following procedures:  ·participating personally in the discussion of issues
on the agenda and the vote on such issues;  ·directing its authorized representative to participate
in the discussion of issues on the agenda and to vote on such issues;  ·exercising absentee voting (by sending voting
ballots);  ·delegating the right of absentee voting to an
authorized representative.  19.9.Transfer
of rights (powers) to the shareholders representative shall be exercised by
issuing a power of attorney.  A power of attorney
authorizing participation in the voting shall be executed in accordance with
the requirements stipulated by the Law of the Russian Federation On Joint
Stock Companies.  Article 20.  Holding of the General Shareholders Meeting  20.1.The
General Shareholders Meeting may be held in the following forms:  20.1.1.a
meeting  joint presence of shareholders for the purpose of discussing the
issues on the agenda and adopting decisions on the issues put on vote, in
accordance with which the shareholders or their legally qualified
representatives may, at their own discretion, submit their votes on the issues
on the agenda, either by attending the general meeting in person or by sending
their executed ballots to the Company;  20.1.2.absentee
voting, in accordance with which decisions on the issues on the agenda shall be
adopted without holding General Shareholders Meeting, by poll.  20.2.An
annual General Shareholders Meeting may only be held in the form of a meeting.  20.2.1.The
Board of Directors shall not be authorized to amend the form of holding of an
extraordinary General Shareholders Meeting, which is required by the persons
initiating the convention of such a meeting.  20.3.Apart
from the shareholders and their authorized representatives, a General
Shareholders Meeting may be attended by other persons as envisaged in the
Regulations on the General Shareholders Meeting, holding rights provided by
the above Regulations.  20.4.A
decision of the Board of Directors on holding the General Shareholders Meeting
approves:  ·wording of the issues put on the agenda of the General
Meeting;  ·form and text of the voting ballot;  ·a list of information (materials) to be provided to
the shareholders in preparation for the General Shareholders Meeting;  ·date of preparation of the list of persons entitled to
participate in the General Shareholders Meeting;  ·date, place and time for holding of the General
Shareholders Meeting;  ·mailing address to which the executed voting ballots
shall be dispatched;  ·date, place and time of commencement of registration
of participants of the General Shareholders Meeting;  ·text of the announcement of holding of the General
Shareholders Meeting, to be sent to the shareholders;  ·procedure for informing the shareholders on the
holding of the General Shareholders Meeting.  In the event that the
agenda includes issues, the voting on which may, in accordance with the Law of
the Russian Federation On Joint Stock Companies, result in conferring to the
shareholders the right to request from the Company redemption of the shares
they hold, the Board of Directors shall establish:  ·price of the shares for the redemption;  22


·procedure and terms for exercising the redemption  The decision of the Board
of Directors to hold a General Shareholders Meeting in the form of a meeting
should also resolve other matters provided for under applicable law.  20.5.The decision of the Board of Directors on holding the
General Shareholders Meeting by absentee vote approves:  ·wording of the issues on the agenda of the General
Shareholders Meeting;  ·form and text of the voting ballot;  ·list of information (materials) to be provided to the
shareholders;  ·date of preparation of the list of persons entitled to
participate in the General Shareholders Meeting;  ·date of providing voting ballots and other information
(materials) to the shareholders;  ·final date for accepting voting ballots by the
Company;  ·mailing address to which the executed voting ballots
shall be dispatched;  ·text announcing the holding of the General Meeting, to
be sent to the shareholders;  ·procedure for informing the shareholders of the
holding of the General Shareholders Meeting.  In the event that the
agenda includes issues, the voting on which may, in accordance with the Law of
the Russian Federation On Joint Stock Companies, result in conferring to the
shareholders the right to request from the Company redemption of the shares
they hold, the Board of Directors shall establish:  ·price of the shares for the redemption;  ·procedure and terms for exercising the redemption.  The decision of the Board
of Directors to hold a General Shareholders Meeting in the form of an absentee
vote should also resolve other matters provided for under applicable law.  20.6.A
General Shareholders Meeting, the agenda of which includes issues stipulated
in Clauses 15.3.1., 15.3.2., 15.3.3., 15.3.4. of this Charter, may not be held
by absentee vote.  20.7.The
requirements for the form and text of the voting ballot, for the text of the
announcement on holding the General Shareholders Meeting by absentee voting,
as well as the procedure for accepting the absentee voting ballots, shall be
determined by this Charter and the Regulations on the General Shareholders
Meeting.  20.8.The
shareholders which ballots have been received not later than two days prior to
the date of holding of the General Shareholders Meeting, or have been
submitted not later than the established final date of acceptance of the
absentee voting ballots, shall be considered as having participated in the
voting.  A decision adopted by the
General Shareholders Meeting by absentee voting is deemed effective in respect
to each individual issue if shareholders, holding in aggregate, not less than
half of the Companys voting shares entitled to vote on the given issue,
participate in the voting.  20.9.The
holding of the General Shareholders Meeting and summarization of the voting
results is performed by the Counting Commission of the General Shareholders
Meeting, the function of which, in cases when the number of the Companys
shareholders is more than five hundred (500), shall be performed by the Companys
Registrar.  The procedure for forming
the authority for and requirements applicable to the members of the Counting
Commission or to a person performing functions of the Counting Commission for
the General Shareholders Meeting shall be determined by the Regulations on
General Shareholders Meetings.  20.10A General
Shareholders Meeting may be held in any settlement within the territory of the
Russian Federation where is the Company or its branches or representatives
offices are located.  Article 21.  Voting at the General Shareholders
Meeting.  Voting Ballot.  
Counting Votes upon Voting.  Protocol and
Report on Voting Results.  
Results of a General Shareholders Meeting  21.1.Voting
at the General Shareholders Meeting shall be exercised based on the principle one
voting share of the Company, one vote, save for the cases of cumulative voting
on the election of members  23


of the Board of Directors
of the Company and other cases stipulated by the Law of the Russian Federation On
Joint Stock Companies.  21.2.Voting
at a General Shareholders Meeting on the issues of the meeting agenda shall be
exercised only with the use of voting ballots.  The Company must send the
voting ballots to the shareholders within the term and through the procedure
stipulated by Article 52 of the Law of the Russian Federation On Joint
Stock Companies and this Charter, and accept the voting ballots in accordance
with Clause 18.7. hereof. The voting ballots shall be sent out by registered
mail.  The form and text of the
voting ballot shall be approved by the Board of Directors of the Company. A
voting ballot shall be issued to the shareholder (its representative) which has
registered to participate in the General Shareholders Meeting save for the
case stipulated in the second paragraph of this Clause.  21.3.A voting
ballot shall contain:  ·full official name and address of the Company;  ·information on the form of holding the General
Shareholders Meeting (a meeting or absentee voting);  ·date, place and time of the General Shareholders
Meeting and the mailing address to which the executed bulletins shall be sent
or, in case of holding the meeting in the form of absentee voting, the final
date for accepting the voting ballots and the mailing address to which the
executed bulletins shall be sent;  ·wording of each issue put on vote and the order of
priority of consideration thereof;  ·wording of resolutions on each issue (full name of
each candidate to the Board of Directors, Audit Commission, office of General
Director) which shall be voted on by the given ballot;  ·voting options for each issue on the agenda of the
meeting put to the vote, expressed by for, against or abstained;  ·indication that the ballot must be signed by the
shareholder;  ·manner in which the chosen voting option is to be
marked.  In cases where the voting
concerns electing a member of the Board of Directors or the Audit Commission of
the Company, the voting ballot must also contain other information on the
candidate (candidates).  In the event of
cumulative voting, in accordance with section 21.1. of this Charter, the voting
ballot shall point to such methods of voting and provide for explanations of
cumulative voting. The voting ballot may also contain the number of votes by
which a person having the right to participate in the General Shareholders
Meeting can vote on each issue on the agenda of the Meeting, and other
information determined by the Board of Directors.  Voting ballot shall
contain the information provided for under applicable law.  21.4.When
counting the votes, only the ballots where only one voting option is marked,
are taken into consideration. The voting ballots executed in violation of the
above requirements shall be recognized as invalid and votes on the issues
included therein shall not be counted.  In the event that a
voting ballot contains several issues put on vote, violation of the above
requirements in respect to one or several issues shall not result in
recognizing the voting ballot as entirely invalid.  21.5.Based on
the voting results, the Counting Commission or the person performing its
functions shall draw up the protocol on voting results, to be signed by the
members of the Counting Commission or by the person performing its functions.  Following the drawing up
of the protocol on voting results and the signing of the minutes of the General
Shareholders Meeting, the voting ballots shall be sealed by the Counting
Commission and transferred for safekeeping to the Companys archive.  A protocol on voting
results shall be subject to filing, together with the minutes of the General
Shareholders Meeting.  Decisions adopted by the
General Shareholders Meeting as well as the voting results shall be announced
at the General Shareholders Meeting at which the voting took place, or be
communicated  24


to the persons included
in the list of persons entitled to participate in the General Shareholders
Meeting, no later than ten (10) business days following the date of the drawing
up of the protocol on the results of the voting, which usually consists of a
report pursuant to the procedures stipulated in the announcing of the holding
of the General Shareholders Meeting.  21.6.The
minutes of the General Shareholders Meeting shall be drawn up, in duplicate,
no later than fifteen (15) days following the closing of the General
Shareholders Meeting. Both copies shall be signed by the person presiding at
the meeting and by the secretary of the General Shareholders Meeting.  21.7.The
minutes of a General Shareholders Meeting shall specify:  ·place and time of the holding of the General
Shareholders Meeting;  ·total number of votes held by the shareholders holding
voting shares of the Company;  ·number of votes held by the shareholders participating
in the meeting;  ·chairman (presidium) and secretary of the meeting, and
the meeting agenda.  The minutes of the
General Shareholders Meeting shall highlight the main points of the reports,
issues voted on and the voting results on such issues and resolutions adopted
at the General Shareholders Meeting.  The minutes of the
General Shareholders Meeting shall contain the information provided for under
applicable law.  21.8.Based on
absentee voting results, no later than fifteen (15) days following the final
date of acceptance of the voting ballots, the Counting Commission or the person
performing its functions, shall draw up a relevant protocol on the absentee
voting results, in duplicate.  Article 22.  Regulations on the General Shareholders
Meeting  22.1Matters concerning the convening, holding
and recording of the results of the General Shareholders Meeting and other
matters related to preparation for, and holding of the General Meetings of
Shareholders of the Company not covered hereunder shall be governed under the
Companys Regulations on the General Shareholders Meeting, approved at the
General Shareholders Meeting by a simple majority vote of the shareholders
holding the Companys voting shares and participating in the meeting.  Article 23.  Board of Directors  23.1The Board of Directors consists of eleven members.  The numerical composition
of the Board of Directors provided for under this Clause of the Charter may be
increased to an odd number of members by a decision taken at the General
Shareholders Meeting, provided that such issue was placed on the agenda in the
manner determined hereunder. Simultaneously with the making of the decision to
increase the number of the Board of Directors the General Meeting shall decide
to make relevant amendments to this Charter. The decision to change the
numerical composition of the Board of Directors shall enter into force for all
of the shareholders of the Company from the time of inception.  23.2The competence of the Board of Directors
of the Company shall include decision-making on matters of the overall
management of the Companys operations, except in matters cited hereunder,
which are relegated to the competence of the General Shareholders Meeting.  23.3The following issues shall be within the
competence of the Board of Directors:  23.3.1determination
of the priority aspects of the Companys activities, including the approval of
the Companys budgets, business plans and development strategies and programs, as well as consideration of other issues which are to be resolved by
the Board of Directors pursuant to the aforementioned documents;  23.3.2convening
of the annual and extraordinary General Shareholders Meetings of the Company,
except in instances provided for under Section 55.8 of the Law of the
Russian Federation On Joint Stock Companies;  23.3.3approval
of the agenda of the General Shareholders Meeting;  25


23.3.4determination
of the date for the preparation of the list of persons entitled to take part in
the General Shareholders Meeting and other issues relegated to the competence
of the Board of Directors of the Company pursuant to the law of the Russian
Federation and this Charter, and related to the preparation and conduct of the
General Shareholders Meeting;  23.3.5submission
of the matters provided for under Clause 14.3 hereof to the General
Shareholders Meeting for decision;  23.3.6increase
of the Companys charter capital by having the Company place additional shares,
within the limits of the number and categories of authorized shares, as
determined hereunder;  23.3.7determination
of the market value of property under applicable law of the Russian Federation
and this Charter;  23.3.8decision-making
pertaining to the acquisition of shares, bonds and other securities placed by
the Company;  23.3.8.a)determination of the price of acquisition of bonds placed by the
Company, or procedures for the determination thereof;  23.3.9determination
of the tenure of office and numerical
membership of the Management Board of the Company and appointment and early
termination of the powers of its members;  23.3.10recommendations
pertaining to the amount of the remuneration and compensation payable to the
members of the Audit Commission and ratification of the agreement with the
external auditor including the determination of the amount to be paid for audit
services;  23.3.11recommendations
pertaining to the distribution of profits, including the amount of dividends on
the Company shares and procedure for their payment, as well as the Companys
losses; approval of the Companys dividend policy;  23.3.12decision-making
pertaining to the use of the reserves and other funds of the Company;  23.3.13approval
of the Companys internal documents governing the matters within the competence
of the Board of Directors of the Company, in accordance with the laws of the
Russian Federation, this Charter and the Regulations of the Board of Directors,
except the documents for which approval is relegated to the competence of the
General Shareholders Meeting;  23.3.14establishment
and liquidation of branches; establishment and closing of the Companys
representative offices, approval of the Model Regulations on the Company Branch
(Representative Office);  23.3.15decision-making pertaining to the Companys participation in other
organizations in the form of:  ·establishment by incorporation;  ·joining as a member;  ·termination of participation, with the exception of winding up of an
organization wherein the Company has a participatory interest;  ·change of participatory interest amount, nominal value of participatory
interest, change in the number of shares or nominal value of shares held by the
Company, except where such changes occur as a consequence of a resolution of
the competent body of the organization wherein the Company has a participatory
interest, or as a result of a court decision;  23.3.15.a)
determination of the position of the Company when voting on matters lying
within the scope of competence of general shareholder meetings of commercial
organizations wherein the Company has a participatory interest where such
voting results in termination of participation of the Company in such
organizations, change of participatory interest amount, nominal value of
participatory interest, change in the number of shares or nominal value of
shares held by the Company;  23.3.16decision-making
pertaining to the approval of major transactions in the instance provided for
under Article 31 hereof;  23.3.17decision-making
pertaining to the approval of the transactions in the instance provided for
under Article 32 hereof;  26


23.3.18appointment
of the General Director of the Company,determination
of his/her term of office, and early dismissal and termination of the contract
with the General Director;  23.3.19approval
of decisions to issue securities, prospectuses for securities and reports on
the results of the acquisition of the Company shares subject to redemption,
reports on the results of share redemption, reports on the results of the call
to shareholders to redeem their shares;  23.3.20approval
of the registrar and the terms of the agreement on maintaining the Companys
shareholder register; decision-making on the termination of such an agreement
with the registrar;  23.3.21decision-making
pertaining to the reimbursement to the members of the Companys Management
Board and other officers for losses incurred by them in connection with the
performance of their official duties and/or the exercise of the powers of the
Company as its representative as a result of claims, complaints, demands or
amounts of liability against the members of the Companys Management Board or
other officers from any third parties, including the government and municipal
agencies;  23.3.22decision-making
pertaining to the concluding of D&O liability insurance agreements to cover
the liability of members of the Board of Directors of the Company and its
officers for losses inflicted on third parties by the Companys officers in the
performance of their official duties and/or exercise of the powers of the
Companys representatives;  23.3.23consideration
of the opinions of the Audit Commission and the external auditor of the
Company;  23.3.24approval
of the material terms of the agreements made with the General Director and
members of the Management Board;  23.3.25consideration
of matters in accordance with the Board of Directors responsibility pursuant to
the terms of the agreements with the General Director and members of the
Management Board;  23.3.26decision-making
pertaining to the placement by the Company of bonds, and other issuable
securities where, under the terms of the placement of such shares and other
issuable securities, they are not convertible into Company shares;  23.3.26.a)decision-making pertaining to
determination of procedures for the setting of interest (coupon rate) on the
bonds of the Company;  23.3.26.b)decision-making pertaining to
early redemption, at the option of the Company, of the bonds issued by the
Company, where the decision authorizing the issue of such bonds provides for
such early redemption;  23.3.27decision-making
pertaining to the placement, by the Company, of bonds convertible into shares
and of other issued securities convertible into shares where such bonds (other
issue securities) are placed by way of public subscription and may be converted
into the Companys ordinary shares, amounting to twenty five (25) or less
percent of the Companys previously placed ordinary shares;  23.3.28decision-making
pertaining to the introduction of amendments and additions hereto related to
the establishment and liquidation of branches, to the establishment and closing
of representative offices of the Company;  23.3.29election
(re-election) of the Chairman and Vice-Chairman of the Board of Directors;  23.3.30appointment
and dismissal of the Corporate Secretary of the Company and determination of
the amount of his/her remuneration, approval of Regulations on Corporate
Secretary and Corporate Secretarys Department, approval of the terms and
conditions of the Corporate Secretarys employment contract;  23.3.31increase
of the charter capital of the Company by way of the Companys placement of
additional shares by public subscription, within the limits of the number of
authorized shares, if the number of additionally placed shares is twenty-five
(25) or less percent of the ordinary shares previously placed by the Company;  23.3.32determining
the procedure for interacting with organizations in which the Company
participates, approval of the Companys managing policy with respect to its
subsidiaries and associated companies, including the passing of decisions on
matters within the competence of the general meetings of participants of
subsidiaries (the highest governing bodies of organizations having other legal
or organizational forms) in which the Company is the sole participant;  27


23.3.33preliminaryapproval of the simultaneous holding by the person performing the functions of
the Companys sole executive body or members of the Companys Management Board
of positions in the governing bodies of other organizations;  23.3.34permission
to the person performing the functions of the Companys sole executive body to
be simultaneously employed in other organizations;  23.3.35establishment
of standing or ad hoc committees (for consideration of certain issues) of the
Board of Directors and approval of their regulations;  23.3.36approval
of the internal document on the disclosure of information about the Company;  23.3.37decision-making
pertaining to the payment of premium to the members of the Companys Management
Board pursuant to the document to be approved by the Board of Directors;  23.3.38approval
of the Regulations on the Companys structural subdivision exercising internal
control functions; pre-approval of candidates to the position of its head and
his/her firing; and consideration of other matters to be decided by the Board
of Directors pursuant to the Regulations on the said subdivision;  23.3.39approval
of the internal document (documents) on
internal control over financial and operational activity of the Company, as
well as risk management system within the Company;  23.3.39.a)preliminary approval of
appointment of the person responsible for organization and maintenance of risk
management in the Company and dismissal of such person at the initiative of the
Company, approval of the terms and conditions of the labor agreement
(supplementary agreements) executed with such person, and consideration of
matters which, pursuant to such labor agreement, are to be resolved by the
Board of Directors;  23.3.40approval
of the material terms of the employment contract (supplementary agreements)
made by the Company with the head of the Companys structural subdivision
exercising internal control functions; and  23.3.41approval
of the Model employment contract (amendments) made by the Company with the
heads of the Companys Branches and Representative Offices.  23.3.42approval
of the internal documents aimed to the Companys compliance with applicable
legislation and listing rules of the stock exchanges on which the Companys
shares and derivative securities are listed;  23.3.43pre-approval
of the engagement by the Audit Commission of the contracted external
specialists and determination of the payment and other material terms of its
contracts;  23.3.44other
matters relegated to the competence of the Board of Directors under this
Charter and the Federal Law On Joint Stock Companies.  23.4Resolutions at meetings of the Board of
Directors shall be approved by a majority vote of the members of the Board of
Directors taking part in the meeting or in the absentee vote (by poll), except
where this Charter requires a different number of votes for the approval of a
resolution.  In the event of a tie
vote, the Chairman of the Board of Directors shall have the deciding vote.  In the event there is no
unanimity among the members of the Board of Directors on a matter to be voted
on unanimously in accordance with the laws of the Russian Federation or this
Charter, such matters may be submitted to the General Shareholders Meeting for
approval by a decision of the Board of Directors, approved by a majority of
votes of the members of the Board of Directors taking part in the meeting, or
by absentee vote.  23.5Issues relegated hereunder to the
exclusive competence of the Board of Directors may not be referred to the
General Director or the Management Board of the Company for approval.  23.6In exercising their rights and performing
their duties, members of the Board of Directors shall act in the best interests
of the Company, in good faith and reasonably. Otherwise members of the Board of
Directors shall be jointly and severally liable to the Company in accordance
with the applicable laws of the Russian Federation.  23.7Matters of the legal status of the Board
of Directors of the Company not covered hereunder shall be governed under the
Companys Regulations on the Board of Directors, approved at the General
Shareholders Meeting by a majority vote of those taking part in the meeting.  28


Article 24.  Election of the Board of Directors  24.1Members of the Board of Directors of the
Company shall be annually elected by the annual General Shareholders Meeting.  The term of office of
members of the Board of Directors shall be counted from the moment of their
election by the annual General Shareholders Meeting until the moment of
election of a new Board of Directors by the next annual shareholders meeting.  24.2Those elected to the Board of Directors
may be re-elected an unlimited number of times.  24.3Members of the Board of Directors shall
be elected by a cumulative vote in accordance with the Regulations on the
General Shareholders Meetings and the Regulations on the Board of Directors.  24.4The General Shareholders Meeting may
decide to terminate early the powers of the members of the Board of Directors.
Such decisions may only be made simultaneously with respect to all members of
the Board of Directors.  In the event of early
termination of the powers of the Board of Directors, the powers of the new
Board of Directors shall be valid until the nearest annual General Shareholders
Meeting.  24.5In the event that the numerical
membership of the Board of Directors becomes less than one-half of the number
provided for under Clause 23.1 hereof, the Board of Directors shall convene an
extraordinary General Shareholders Meeting to elect a new Board of Directors.
The remaining members of the Board of Directors shall be entitled to decide
only on the convening of such an extraordinary General Shareholders Meeting.  Members
of the Board of Directors whose powers in office have been early terminated
upon the decision of the General Shareholders Meetings or who have died shall
be deemed to be retired members the Board of Directors.  24.6Members of the Companys Management Board
may not comprise more than one-quarter of the membership of the Board of
Directors. The General Director may not serve as Chairman of the Board of
Directors.  Rights and
responsibilities of the members of the Board of Directors shall be determined
under the Regulations on the Board of Directors.  Article 25.  Chairman of the Board of Directors  25.1The Chairman of the Board of Directors of
the Company shall be elected by the members of the Board of Directors, from
among them, by a majority of votes of the total number of elected members of
the Board of Directors.  25.2The Board of Directors may re-elect its
Chairman, at any time, by a majority of votes of the total number of elected
members of the Board of Directors.  25.3The Chairman of the Board of Directors:  ·organizes the work of the Board of Directors;  ·convenes meetings of the Board of Directors or
arranges for absentee voting; and  ·organizes the keeping of minutes at Board of Directors
meetings.  25.4The Board of Directors has the right to
appoint a Vice-Chairman to the Board of Directors. In the absence of the
Chairman of the Board of Directors, his/her functions (including the right to
sign documents) shall be performed by the Vice-Chairman, and in the absence of
the latter, by a member of the Board of Directors appointed by a decision of
the Board of Directors of the Company, by a majority vote of the members taking
part in the meeting.  Article 26.  Meeting of the Board of Directors  26.1Meetings of the Board of Directors shall
be held as required, but at least quarterly. 
A meeting of the Board of Directors on the convening of the annual
General Shareholders Meeting, shall be held within one (1) month after
the last day of the period determined under the law of the Russian Federation
for the submission of accounting statements so as to consider the draft annual
reports, draft annual accounting statements, including the Companys profit and
loss statements, and the opinion of the external auditor.  29


At the annual meeting,
the Chairman shall furnish the Board with full current financial information
and a full report on the current state of affairs and on the main results and
plans of the Company.  A meeting
(absentee voting) of the Board of Directors shall be convened by the Chairman
of the Board of Directors on his/her own initiative or at the request of any
member of the Board of Directors, a committee of the Board of Directors, the
Audit Commission, the external auditor of the Company, the sole or collective
executive body of the Company, head of the internal control unit or a
shareholder(s) holding on the aggregate at least two (2) percent of
the Companys voting shares. The procedure for the convening and conduct of
meetings of the Board of Directors shall be determined pursuant to the
Regulations on the Board of Directors.  26.2The quorum for the meetings of the Board
of Directors shall be met by the presence of at least one-half of the number of
elected members of the Board of Directors of the Company.  In determining the quorum
and the results of voting by members of the Board of Directors, account shall
be taken of the written opinion of an absent member of the Board of Directors,
in accordance with the Regulations on the Board of Directors of OJSC
Rostelecom.  26.3For the purposes of decision-making at a
meeting of the Board of Directors, each member of the Board of Directors shall
have one vote.  A member of the Board of
Directors may not delegate his/her vote to another member of the Board of
Directors or another person under power of attorney.  26.4A resolution of the Board of Directors
may be approved by absentee voting (by poll) in accordance with the Regulations
on the Board of Directors.  26.5Minutes shall be kept at all meetings of
the Board of Directors. The minutes of a meeting of the Board of Directors
shall be drawn up within three (3) business days of the meeting. The
minutes shall specify:  ·place, date and time (of the meeting);  ·persons present at the meeting;  ·information on the written opinions of absent members
of the Board of Directors;  ·agenda of the meeting;  ·matters put to a vote and the results of the vote; and  ·decisions taken.  The minutes of a meeting
of the Board of Directors shall be signed by the presiding member who shall be
responsible for the accuracy of the minutes.  To reflect the results of
an absentee vote (by poll), the minutes shall be drawn up within three (3) business
days of the final date of acceptance of the questionnaires or other written
evidence of the views of members of the Board of Directors, in accordance with
the Regulations on the Board of Directors.  26.6The remuneration to the members of the
Board of Directors to be paid as resolved by the General Shareholders Meeting
in accordance with the Regulations on the Board of Directors except when the
General Shareholders Meeting regardless of the reasons for doing so has
decided not to pay any remuneration or the amount and payment procedure have
been changed.  The decision to
compensate the expenses incurred by the members of the Board of Directors while
performing their duties, including reimbursement of the losses suffered by the
members of the Board of Directors while performing their functions and/or
acting as the representatives of the Company, resulted in any claims or any
sanctions from the third parties including state and municipal authorities, is
to be taken by the General Shareholders Meeting.  Article 27. 
General Director (Sole Executive Body) and Management Board (Collective Executive Body)  27.1The Companys current operation shall be
managed by the Companys sole executive body (General Director) and the
collective executive body (Management Board).  The Companys executive bodies
shall be competent to decide all management matters pertaining to the Companys
current operation except those matters which are relegated to the competence of
the General Shareholders Meeting and the Board of Directors.  30


27.2The General Director shall be appointed
by the Board of Directors of the Company by a majority vote of the members of
the Board of Directors taking part in the meeting, for a term of no more than
five (5) years with the possibility of re-election an unlimited number of
times, as specified in the resolution of the meeting of the Board of Directors
of the Company. The proposal nominating the candidate for the
position of the General Director of the Company shall specify his/her name, the
company by which he/she is employed and the position in such company and
contain information on positions held by him/her in governing bodies of other
organizations. The rights, duties, term of office, liability and
remuneration of the General Director shall be determined pursuant to an
agreement between the General Director and the Company. The agreement with the
General Director shall be signed for the entire term of office as determined by
the Companys Board of Directors. The Board of Directors may, at any time,
terminate the powers of the General Director.  27.3The General Director shall manage the
current operations of the Company and shall be granted, in accordance with the
laws of the Russian Federation, all the necessary powers to accomplish those
purposes. The General Director shall be responsible for the maintenance of
secrecy of the conducted works and for the development and implementation of
the necessary measures to protect the Russian Federations state secrets. The
General Director shall act in strict compliance with all applicable laws and
this Charter.  The General Director
shall perform the functions of the chairman of the Management Board of the
Company.  27.4The General Director acts, without a
power of attorney, on behalf of the Company for the following:  ·representing the Company in the Russian Federation and
abroad;  ·presiding at the General Shareholders Meeting in
accordance with the Regulations on the General Shareholders Meeting unless
otherwise determined by the Board of Directors;  ·arranging for execution of the resolutions of the
General Shareholders Meeting and the Board of Directors;  ·supervising the Directorate General of the Company,
approving the Regulations on the Directorate General (the central apparatus of
corporate management of the Company) and determining the structure and
numerical composition of the Directorate General of the Company and the
amounts, procedures and forms of remuneration on the basis of the internal
document approved by the Management Board and governing the general provisions
for labor motivation;  ·exercising overall supervision of the operation of the
Companys branches and approving Regulations on branches and amendments and
additions thereto subject to approval by the Board of Directors of the Company
in accordance with the Model Regulations on the Branch (Representative Office)
of the Company;  ·approving and endorsing the Companys internal
regulations except those to be approved, in accordance with Clauses 14.2.11 and
23.3.13 hereof, by the General Shareholders Meeting and the Board of
Directors;  ·issuing orders, directives and instructions that are
binding on all the Companys employees;  ·hiring, transferring and dismissing the Company
employees, including branch directors and employees, and exercising other
rights and performing other obligations of the Company as the employer in labor
relations in the manner provided for under applicable laws and this Charter;  ·approving the List of the Company Employees, including
employees of the Companys branches, the authority to appoint (dismiss) whom
may not be delegated by the General Director to third parties;  ·performing any transactions on behalf of the Company
within the limits determined under the Federal Law of the Russian Federation On
Joint Stock Companies and this Charter;  ·the right to affix the first signature to financial
documents;  ·issuing powers of attorney on behalf of the Company,
including powers subject to delegation;  ·opening bank accounts for the Company;  ·approving the set, character and order of protection
of information that can be designated commercial secrets; issuing orders and
instructions on compliance with the requirements to protect such commercial
secrets;  ·approving the internal control procedures; and  31


·exercising other powers in accordance with applicable
law and this Charter.  27.5The Management Board, the Companys
collective executive body, is guided in its operation by this Charter and the
Regulations on the Management Board, which are approved at the General
Shareholders Meeting.  27.6The members of the Management
Board of the Company, with the exception of the Chairman of the Management
Board of the Company, shall be appointed by the Board of Directors. Pursuant to
the Federal Law On Joint Stock Companies, the powers of the Chairman of the
Management Board shall be exercised by the person performing the functions of
the General Director.  The
proposal nominating the candidates for the positions of members of the
Management Board of the Company shall specify his/her name, the company by
which he/she is employed and the position in such company and contain
information on positions held by him/her in governing bodies of other
organizations.  By
resolution of the Board of Directors of the Company, the powers of any member
(all members) of the Management Board of the Company appointed by the Board of
Directors may be subject to early termination.  In the
event of early termination of individual members of the Management Board of the
Company, newly appointed members shall continue to exercise their powers for
the term for which the Management Board of the Company was originally
appointed.  27.7The following matters of the management
of the Companys current operations fall within the competence of the
Management Board of the Company:  27.7.1determination of the Companys technical,
financial, economic and tariff policy;  27.7.2preparation of proposals on the main
aspects of the Companys operation, including the draft budgets, business
plans, development strategies and programs of the Company;  27.7.3arrangement of monitoring the Companys
financial and business operations;  27.7.4determination of the Companys personnel
and social policy;  27.7.5preparation of materials and draft
resolutions on matters to be considered by the General Shareholders Meeting
and the Board of Directors, including preparation of proposals on the
conclusion of transactions to be approved by the General Shareholders Meeting
and the Board of Directors of the Company, on the Companys participation in
other organizations, etc.;  27.7.6organizational and technical support of
the operations of the Companys bodies;  27.7.7approval of internal documents governing
matters falling within the competence of the Management Board of the Company
except for internal documents delegated to the competence of the General
Shareholders Meeting and the Board of Directors;  27.7.8analysis of performance results of the
Companys structural subdivisions, branches and other separate subdivisions and
issuance of compulsory instructions on improvement of their performance;  27.7.9discussion of organizational matters
related to the Companys branches and representative offices and of other
matters, in accordance with the Regulations on the Management Board;  27.7.10determination of the Companys planning
and budgeting methodology;  27.7.11determination of the Companys security
policy;  27.7.12approval
of the internal document governing the general provisions on labor motivation,
as well as consideration and decision-making on the execution of collective
bargaining agreements and arrangements;  27.7.13determination of the accounting policy;
monitoring of the improvement of book-keeping and accounting procedures in
accordance with the Russian Accounting Standards and International Financial
Reporting Standards as well as management accounting;  27.7.14establishment of standing or ad hoc
committees (for consideration of certain matters related to the preparation of
Management Board resolutions) under the Management Board which are not
independent bodies of the Company; approval of regulations thereon;  27.7.15preparation of the internal document
setting internal control procedures over financial and operational activity of
the Company to be approved by the Board of Directors, and;  32


27.7.16preparation
of the internal document setting risk management procedures to be approved by
the Board of Directors.  The Management Board of
the Company may also decide on other matters pertaining to the management of
the Companys current operations, based on instructions from the Board of
Directors, or as proposed by the Committees of the Board of Directors and the
General Director of the Company, except decisions on matters delegated to the
competence of the General Shareholders Meeting or the Board of Directors of
the Company.  27.8The Management Board shall hold its
meetings as necessary.  Minutes shall be kept at
the meetings of the Management Board.  The Chairman of the
Management Board shall arrange for the meetings of the Management Board and
sign their minutes.  27.9The person performing the functions of
the General Director and members of the Management Board may only hold office
in other organizations with the consent of the Board of Directors of the
Company.  The rights, duties,
amount of remuneration, term of office and liability of members of the
Management Board shall be determined under an agreement between each member of
the Management Board and the Company.  27.10Matters
concerning the legal status of the General Director and members of the
Management Board that are not covered hereunder shall be determined pursuant to
the Regulations on the General Director and the Regulations on the Management
Board, approved at the General Shareholders Meeting by a simple majority vote
among those participating in the meeting.  27.11The
Corporate Secretary of the Company. The Corporate Secretarys Department.  27.11.1    By the decision of the Board of Directors
the special person may be designated to assure the compliance by the Companys
executive bodies with applicable regulations and procedures aimed to protect
the legal rights and interests of shareholders.  27.11.2    Rights, responsibilities, term of office,
amount of remuneration and liability of the Corporate Secretary are determined
by the internal documents, by the Regulations on the Corporate Secretary and
the Corporate Secretarys Department, approved by the Board of Directors, and
by the employment agreement executed with the Company. The agreement with the
Corporate Secretary on behalf of the Company signed by the Chairman of the
Board of Directors.  27.11.3    In order to insure the efficiency of the
Corporate Secretary the Company creates the Corporate Secretarys Department.
Its structure, staffing and responsibilities are determined by the internal
document approved by the Board of Directors.  Article 28.  Control over the Companys Financial and
Business Operations  28.1With a view to controlling the Companys
financial and business operations, the Company shall establish the Audit
Commission, a special structural subdivision exercising internal control
functions, and approve an independent auditor.  28.2The Audit Commission shall be the Companys
autonomous controlling body elected at the annual General Shareholders Meeting
for the period until the next annual General Shareholders Meeting and
consisting of five (5) members.  The Audit
Commission shall be deemed to have been formed if at least one half of the
total number of members of the Audit Commission as stipulated by this Charter
have been elected.  28.3The powers of any or all members of the
Audit Commission may be terminated early by a decision made at the General
Shareholders Meeting, on the grounds and in the order provided for under the
Regulations on the Audit Commission.  If the
actual number of members of the Audit Commission becomes less than one half of
the total number of members of the Audit Commission stipulated by this Charter,
the Chairman of the Audit Commission shall, within 5 days following the
occurrence of such event, notify the Companys Board of Directors. The Board of
Directors shall then convene an extraordinary General Shareholders Meeting to
elect a new Audit Commission.  The
remaining members of the Audit Commissionshall only perform their functions pending the
election of a new Audit Commission at the extraordinary General Shareholders Meeting.  33


In the event of early
termination of the powers of the Audit Commission the powers of the new Audit
Commission shall be valid until the next annual General Shareholders Meeting.  28.4Membership in the Audit Commission may be
held by a shareholder or by any person proposed by a shareholder or the Board
of Directors in the event no candidates or an insufficient number of candidates
are proposed by shareholders for membership in the Audit Commission. Members of
the Audit Commission may not simultaneously serve as members of the Board of
Directors, General Director, members of the Management Board or the liquidation
commission.  28.5The Audit Commission shall elect a
Chairman and a Secretary from among its members.  28.6The following falls within the competence
of the Audit Commission:  ·verification of compliance of documents related to financial and
business operations of the Company, including executed agreements and
transactions, with the requirements of applicable laws and regulations;  ·verification of compliance of accounting and reporting procedures with
the requirements of existing regulatory documents;  ·analysis of the financial position of the Company;  ·analysis of promptness and accuracy of settlements with the budgets of
different levels and the shareholders of the Company;  ·evaluation of the economic efficiency of financial and business
operations of the Company.  28.7Inspection (audit) of the Companys
business operations shall be performed on the basis of the Companys annual
performance results.  An inspection (audit) of
the Companys business operations shall also be performed on the initiative of:  ·the Audit Commission of the Company;  ·the General Shareholders Meeting;  ·the Board of Directors of the Company;  ·or at the request of a shareholder/s holding, in
aggregate, at least ten (10) percent of the Companys voting shares on all
matters within the competence of the General Shareholders Meeting, as of the
date of the request.  The shareholders
initiating the inspection (audit) shall furnish the Company, addressed to the
Chairman of the Audit Commission, with a request in writing which shall
contain: the full name of the shareholder(s), information on the number and
category (class) of its (their) shares in the Company and the signature of the
shareholder or its authorized representative. If the request is signed by a
shareholders representative, the request shall be accompanied by a notarized
copy of the power of attorney, including one subdelegated, or other statutory
evidence in writing of the representatives powers.  The Audit Commission may
refuse to conduct an inspection (audit) in the event that:  ·the shareholder(s) making the request does (do)
not hold the number of the Companys voting shares required as of the date the
request is made (received by the Company);  ·the request is initiated by persons not registered in
the register of shareholders, including via a nominee holder, and (or) not
authorized to represent the relevant shareholders;  ·the request does not comply with this Charter or with
applicable legislation of the Russian Federation.  28.8At the request of the Audit Commission,
officers of the Companys governing bodies shall present documents on the
business operation of the Company.  28.9The Audit Commission shall have the right
to request the convening of an extraordinary General Shareholders Meeting in
accordance with the procedure provided for hereunder.  28.10In order to reflect the inspection of the
business operation of the Company, the Audit Commission shall draw up an
opinion to contain:  ·confirmation of the authenticity of the data contained
in the Companys statements and other financial documents;  34


·information of the actual instances of violations of
the statutory Russian Federation procedure for the keeping of accounts and the
submission of financial statements, as well as violations of legal acts of the
Russian Federation in the conduct of business.  28.11With a view to assuring continuous
internal control over the performance of any business operations, the Company
shall establish a special structural subdivision independent of the Companys
executive bodies and controlled directly by the Board of Directors of the
Company  The functions of the said
structural subdivisions, its regulations, the procedure for the appointment of
its employees and the requirements to them shall be determined under an
internal document approved by the Board of Directors of the Company.  28.12  An
individual or a properly licensed audit firm may be the Companys auditor. The
auditor shall, under the terms of the agreement made with it, inspect the
conduct of business in accordance with laws of the Russian Federation.  28.13With a
view to verifying and approving the correctness of its annual financial
statements, the Company shall annually engage an auditor not connected with the
Company or its shareholders by property-related interests.  The auditor of the
Company shall be approved by the General Shareholders Meeting. The amount to
be paid for the services of the auditor shall be determined by the Board of
Directors.  Article 29.  Acquisition by the Company of Placed Shares  29.1The Company shall have the right to
acquire its placed shares in the manner provided for hereunder in the following
instances:  29.1.1by a decision made at the General Shareholders
Meeting to reduce the charter capital of the Company by acquiring a part of the
placed shares so as to reduce their total number;  29.1.2by a decision of the Board of Directors, approved by a
simple majority of votes of those taking part in the meeting of the Board of
Directors. The Board of Directors may not take such decision if the par value
of the Companys outstanding shares is less than ninety (90) percent of the
Companys charter capital.  29.2A decision about reduction of the charter
capital by acquiring a part of the placed shares so as to reduce their total
number shall determine:  ·the categories (classes) of the shares to be acquired;  ·the number of shares of each category to be acquired;  ·the share acquisition price which shall be determined
on the basis of the market value of the shares, determined by the Board of
Directors under the applicable laws of the Russian Federation;  ·the form of payment for the shares, which may only be
in cash;  ·the term for payment of the shares which may not
exceed three months from the moment the shares are acquired; and  ·the period within which the shares are to be acquired.  29.3As it formulates the agenda for the
General Shareholders Meeting in which it is to consider the reduction of the
Companys charter capital by acquiring part of the placed shares in order to
reduce their total number, the Board of Directors shall propose at the General
Shareholders Meeting all of the terms of the decision provided for under
Clause 29.2 of this Charter.  29.4In the event the decision to acquire
shares in accordance with this charter is made by the Board of Directors, such
decision shall specify all of the terms and comply with all of the requirements
provided for under Clause 29.2 hereof. The number of the shares to be acquired
may not exceed the number as a result of the approval of which the par value of
the Companys outstanding shares, upon such acquisition, may be less than
ninety (90) percent of its charter capital.  29.5At least thirty (30) days before the
commencement of the period within which the shares are to be acquired, the
Company, acting through its General Director, shall notify the holders of the
categories (classes) of shares it has decided to acquire.  Such notice shall contain
the following information:  ·the official name and location of the Company;  35


·the categories (classes) of shares to be acquired;  ·the number of shares to be acquired in each category
(class);  ·the acquisition price of the shares;  ·the form of and term for the payment for the shares;  ·the officially established date for the commencement
of the share acquisition;  ·the officially established date for the completion of
the share acquisition; and  ·the address to which a completed, written shareholders
offer to sell such shareholders shares to the Company may be delivered.  Such notice shall be
accompanied by a special form, purposely designated for a shareholders written
offer to sell its shares to the Company.  Such notice shall be
given by registered mail addressed as specified in the list of shareholders and
nominee holders of the Company prepared as of the date on which the decision to
acquire shares is made by the General Shareholders Meeting or the Board of
Directors. In the event a nominee shareholder is registered in the register of
shareholders of the Company, such notice shall be delivered to the nominee
shareholder.  The responsibility for
the forwarding of such notice to the shareholder shall rest with the nominee
holder and shall be governed under the agreement between the nominee holder and
his client.  29.6Each shareholder holding shares of the
categories (classes) to be acquired shall have the right to sell them and the
Company shall acquire such shares.  29.7A shareholder holding shares of the
categories (classes) to be acquired may within the set term deliver to the
Company a filled-out offer to sell its Company shares.  The offer shall be sent
by registered mail or personally delivered to the Company at the address
specified in the notice. The shareholder shall have the notice specify the
banking details to which the Company shall transfer the monies for the shares
acquired from the shareholder.  The date on which the
Company receives the request shall be deemed to be the date of request.  29.8In the event the total number of shares
offered to the Company exceeds the number of shares the Company may acquire
pursuant to the decision of the General Shareholders Meeting or the Board of
Directors, shares shall be acquired from shareholders pro rata to the offers
made.  29.9A shareholders completed form of an
offer, in writing, to sell such shareholders shares to the Company is
considered to be the acceptance of the Companys offer to acquire the specified
number of such shares and the order of transfer to the Company Registrar to make
amendments to the register of shareholders of the Company with respect to the
number of shares to be acquired by the Company.  29.10Within
fifteen (15) days of the established final day of acceptance of the
shareholders offers to sell shares, the Board of Directors shall:  ·decide on the number of shares to be acquired from
each shareholder;  ·oblige the Company, through the General Director, to
pay for the shares being acquired in the manner and within the terms determined
in the decision to acquire shares;  ·furnish the Company Registrar with the necessary
documents for introducing of relevant amendments to the register of
shareholders.  29.11Shares
acquired by the Company pursuant to the decision taken at the General
Shareholders Meeting to reduce the charter capital by acquiring shares in
order to reduce their total number shall be redeemed at acquisition. The
charter capital of the Company shall be reduced and relevant amendments to this
Charter shall be made in accordance with the procedure provided for under Article 7
hereof for such instances.  29.12Shares
acquired by the Company by a decision of the Board of Directors shall not vote,
shall not be counted in the determination of the quorum or tallying of votes at
the General Shareholders Meeting, and shall earn no dividends. Such shares
shall be sold by the Companyat the price that is not
lower than their market value, via the General Director, within one
year of their acquisition; otherwise the General Shareholders Meeting shall
decide to reduce the charter capital of the Company in the manner provided for
under Article 7 of this Charter for such instances.  29.13   The Company may not acquire its placed shares
for any purpose:  36


·pending full payment of the entire charter capital of
the Company;  ·if, as of the moment of their acquisition, the Company
shows signs of insolvency (bankruptcy) as defined under the legal acts of the
Russian Federation on the insolvency (bankruptcy) of enterprises or if such
signs appear as a result of the acquisition of such shares;  ·if, as of the moment of their acquisition, the value
of the Companys net assets is, or as a result becomes, less than its charter
capital and reserve fund and the amount by which the liquidation value of the
placed preferred shares exceeds the par value as determined hereunder;  ·pending the redemption of all the shares submitted for
redemption in accordance with Article 30 hereof.  29.14The
Company may not decide to acquire part of its placed shares in order to reduce
their total number if, as a result, consequences provided for under Clause 7.7
hereof may arise.  29.15The
number of shares acquired to reduce their total number may not violate the
ratio between the Companys ordinary and preferred shares as determined under
Clause 5.2 hereof.  Article 30.  Redemption by the Company of Placed Shares  30.1Shareholders holding voting shares shall
have the right to request that the Company redeem all or part of their shares
in the event the General Shareholders Meeting takes the following decisions:  ·on the Companys reorganization; or  ·on the approval of a major transaction with respect to
property with a value exceeding fifty (50) percent of the book value of the Companys
assets as of the date the decision on such a transaction is made; and  ·if they voted against such decisions or did not take
part in the voting.  30.2Shareholders who failed to furnish the
Company with voting ballots within the time frame determined hereunder shall be
deemed not to have taken part in the vote, regardless of the form in which the
General Shareholders Meeting was held.  With a view towards
assuring the right of shareholders to request that the Company redeem their
shares, ballots in which the options for and abstained are expressly
crossed out and only the option against is left, shall be deemed to be against.
Invalid ballots shall not be deemed against in such instances.  30.3The list of shareholders entitled to
request that the Company redeem their shares shall be drawn up on the basis of
the data of the register of shareholders of the Company as of the date of
preparation of the list of those entitled to take part in the General
Shareholders Meeting with an agenda including issues which, if voted on in
accordance herewith, may give rise to the right to request redemption of
shares.  30.4The Company shall redeem shares at their
market value, determined by the Board of Directors in the manner provided for
under the applicable laws of the Russian Federation without regard for changes
resulting from the Companys actions, which gave rise to the right to request
evaluation and redemption of shares.  30.5In the event the agenda of the General
Shareholders Meeting includes items which, if voted on in accordance herewith,
may give rise to the shareholders right to request that the Company redeem
shares, the language of the announcement of such a General Shareholders
Meeting shall also contain the following information:  ·the shareholders right to request that the Company
redeem their shares;  ·the price of the shares to be redeemed; and  ·the procedure for and timeframe for such redemption.  In such instances, the
announcement of the General Shareholders Meeting shall be accompanied by a
special form of shareholder request that the Company redeem such shareholders
shares.  The form of the request
shall be approved by the Board of Directors of the Company.  30.6A shareholder shall have the right to
deliver its completed form of request, in writing, so that the Company redeems
its shares within forty-five (45) days of the date the relevant decision is
made by the General Shareholders Meeting.  37


The request shall be sent
by registered mail or delivered personally to the Company at the address
specified in the announcement of the General Shareholders Meeting.  The date on which the
request is mailed or directly delivered shall be deemed to be the date when the
request was sent by mail or actually submitted.  30.7A shareholders completed form of
request, in writing, that its shares be redeemed shall constitute acceptance of
the Companys offer to redeem the specified number of such shares and the order
of transfer to the Company registrar to make amendments to the register of
shareholders of the Company with respect to the number of shares to be redeemed
by the Company.  30.8The total amount of cash channeled by the
Company into the redemption of shares may not exceed ten (10) percent of
the value of the Companys net assets as of the date of the decision that
enabled shareholders to request that the Company redeem their shares.  In the event the total
number of shares requested to be redeemed exceeds the number of shares which
the Company may redeem in view of the above restriction, shares shall be
redeemed from the shareholders, pro rata to the requests made.  30.9Within thirty (30) business days of the
final date for the acceptance of written shareholders requests that their
shares be redeemed, the Board of Directors shall decide on the number of shares
to be redeemed from each shareholder and so notify the registrar of the
Company.  30.10  Shares
redeemed by the Company in the event of its reorganization shall be redeemed at
redemption. Shares redeemed by the Company in other instances provided under
Clause 30.1 hereof shall be at the disposal of the Company. Such shares shall
not vote, shall not be counted in the tallying of the quorum or voting results
at the General Shareholders Meeting and shall not earn dividends. Such shares
shall be sold at the price that is not lower than their nominal price within
one year from the date of transfer of the title to the redeemed shares to the
Company; otherwise the General Shareholders Meeting shall decide to reduce the
charter capital of the Company by redeeming such shares.  Article 31.  Major Transactions and Transactions Related
to the Companys Direct or Indirect Acquisition,
Alienation or Possible Alienation of the Property up to 25% of the Book Value
of the Companys Assets  31.1The following transactions (including
borrowing, lending, pledging and surety transactions) shall be deemed to be
major transactions:  a transaction or a series
of interrelated transactions connected with the acquisition, alienation or
possible alienation by the Company, directly or indirectly, of property with a
value of 25 or more percent of the book value of the Companys assets
determined according to its accounting statements as of the latest reporting
date except transactions performed in the usual course of business,
transactions related to the placement by subscription (sale) of the Companys
ordinary shares and transactions related to the placement of issued securities
and convertible into the Companys ordinary shares.  31.2The price of the property (services) to
be alienated or acquired (the market value of such property) in a major
transaction, including subsequent alienation or acquisition, shall be
determined by the Board of Directors in the manner provided for under the
applicable laws of the Russian Federation.  31.3The decision on the approval, including
subsequent approval, of a major transaction with respect to property valued at
twenty-five (25) to fifty (50) percent of the book value of the Companys
assets shall be made by the Board of Directors by a unanimous vote of all the
members of the Board of Directors; in this case the votes of retired members of
the Companys Board of Directors shall be disregarded.  In the event no unanimity
of the Board of Directors on the approval of a major transaction is achieved,
the Board of Directors may decide to submit the matter of such a major
transaction to the General Shareholders Meeting for decision.  In such instances the
decision to approve a major transaction shall be made by a majority of votes of
the shareholders holding voting shares and taking part in the General
Shareholders Meeting.  31.4The decision on the approval, including
subsequent approval, of a major transaction with respect to property valued
over fifty (50) percent of the book value of the Companys assets shall be made
at the General Shareholders Meeting by a three-quarters majority of votes of
the shareholders holding voting shares and taking part in the General Shareholders
Meeting.  31.5In the event a major transaction is also
an interested party transaction, only the provisions of Article 32 hereof
shall apply.  38


31.6.
A transaction or a series of interrelated transactions connected with the
acquisition, alienation or possible alienation by the Company, directly or
indirectly, of property with a value of 1 to 25 percent of the book value of
the Companys assets determined according to its accounting statements as of
the latest reporting date shall be preliminarily approved by the Companys
Board of Directors.  The
price of the property (services) to be alienated or acquired shall be compared
to the value of the Companys assets for the purpose of raising an issue
stipulated for in the first paragraph of this Clause 31.6 at the meeting of the
Board of Directors:  ·in case of
property acquisition, the purchase price including VAT and other indirect taxes
and dues;  ·in case of
alienation or possible alienation of property, the larger of either the
alienation price without VAT and other indirect taxes and dues to be defined by
the parties to the transaction, or book value of the property.  For
the purposes of this Clause 31.6. the property shall not include monetary
funds payable for services provided/works performed.  Article 32.  Interested Party Transaction  32.1Transactions (including borrowing,
lending, pledging and surety transactions) in which a member of the Board of
Directors, the person performing the functions of the Companys sole executive
body (including the provisional sole executive body of the Company, managing
company or manager), a member of the Management Board of the Company or a
shareholder holding, together with its affiliates, twenty (20) or more percent
of the Companys voting shares or the person entitled to issue binding
instructions to the Company, i.e., predominantly participating in the charter
capital of OJSC Rostelecom or having a relevant agreement with OJSC Rostelecom
pursuant to which, or pursuant to the OJSC Rostelecom Charter, such person is
entitled to issue binding instructions to OJSC Rostelecom, whos interests
shall be performed by the Company in accordance with the provisions of this
Article.  Such persons shall be
deemed interested in the Companys transaction if such persons, their spouses,
parents, children, brothers, sisters, half-brothers, half-sisters, adoptive
parents, adoptees and/or any of their affiliates:  ·are a party to, beneficiaries of, intermediaries or
representatives in such transaction;  ·hold (each separately or in aggregate) twenty (20) or
more percent of the voting shares (interest or equity participation) in a legal
entity which is a party to, beneficiary of, intermediary or representative in
such transaction; or  ·hold positions in the governing bodies of a legal
entity which is a party to, beneficiary of, intermediary or representative in
such transaction.  The provisions of this Article of
this Charter shall not apply and decision-making to approve the transaction by
the Board of Directors or the General Shareholders Meeting of the Company
under this Article shall not be required:  ·with respect to transactions in which all Companys
shareholders are interested;  ·with respect to the exercise of the preemptive right
to acquire shares placed by the Company;  ·with respect to the acquisition and redemption by the
Company of placed shares;  ·with respect to the reorganization of the Company in
the form of consolidation (merger) if the other company involved in the
consolidation (consolidation) holds more than three-quarters of all of the
Companys placed voting shares.  ·with respect to the transactions that are mandatory
for the Company pursuant to the federal laws and/or other legislative acts of the
Russian Federation and if settlements on those transactions are made on fixed
prices and tariffs defined by the authorized bodies in the sphere of
governmental regulation of prices and tariffs.  32.2The persons specified in Clause 32.1
hereof shall notify the Board of Directors, the Audit Commission and the
External Auditor of the Company:  ·of the legal entities in which they hold, separately
or jointly with their affiliate(s), twenty (20) or more percent of voting
shares (interest, equity participation);  ·of the legal entities in governing bodies of which
they serve; and  39


·of the transactions they are aware of, which they are
performing or are to perform and in which they may be recognized as interested
parties.  32.3The decision on the approval of an
interested party transaction shall be made by the Board of Directors or the
General Shareholders Meeting in the manner provided for under the Federal Law
of the Russian Federation On Joint Stock Companies.  In the event all members
of the Board of Directors are recognized as parties interested in a transaction
and/or are not disinterested directors, the Board of Directors may, by a
majority of votes of the members of the Board of Directors present at the
meeting or taking part in the absentee vote, submit the matter of the approval
of such transaction and determination of the market value of such property to
the General Shareholders Meeting of the Company for consideration.  32.4An interested party shall be liable to
the Company for the amount of losses inflicted by it on the Company. In the
event several parties are so liable, their liability to the Company shall be
joint and several.  32.5Transactions with legal entities in which
Company employees are participants (shareholders, members, contributors, etc.),
members of governing bodies or employees shall be performed by decision of the
Companys governing body so authorized under the Companys internal regulations
and, in the absence of such decision, may be declared invalid.  Article 33.  Affiliates  33.1A person shall be recognized as an
affiliate in accordance with the requirements of the laws of the Russian
Federation.  33.2The affiliates of the Company shall
notify the Company, in writing, of the amount of Company shares they hold,
specifying the number and categories (classes) of such shares, within ten (10) days
of the date of acquisition of such shares.  33.3In the event the Company sustains a loss
of property as a result of the failure of an affiliate to provide such
information or as a result of a delay in its provision, the affiliate shall be
liable to the Company for the loss so inflicted.  33.4The Company shall have its affiliates
recorded and information about them disclosed in accordance with the
requirements of the laws of the Russian Federation.  Article 34.  Companys Bookkeeping and Accounts  34.1The Company shall keep its books and
submit financial statements in accordance with the procedure determined under
the legal acts of the Russian Federation. The Company shall keep centralized
books to produce financial results for the Company as a whole; branches shall
not have separate independent balance sheets of their own.  34.2The General Director shall be responsible
under the legal acts of the Russian Federation for the organization, status and
authenticity of the Companys books, prompt submission of the annual statement
and financial statements to the relevant authorities and the providing of
information on the operations of the Company to the shareholders and creditors
and disclosed in accordance with the laws of the Russian Federation.  34.3The accounting policy and the
organization for the circulation of documents within the Company and its
branches and representative offices shall be determined under an order issued
by the General Director.  34.4The fiscal year of the Company shall be
from 1 January to 31 December.  34.5The accuracy of the data contained in the
annual statement of the Company and in its annual accounting statements shall
be confirmed by the Audit Commission of the Company.  Prior to the publication
by the Company of the above documents, the Company shall engage an External
Auditor without any property-related connections with the Company or its
shareholders in order to annually verify and confirm the Companys annual
financial statements.  34.6The Companys annual statements shall be
subject to preliminary approval by the Board of Directors at least thirty (30)
business days prior to the deadline for the acceptance of voting ballots at the
annual General Shareholders Meeting.  40


34.7The Company shall disclose the
information provided for under Clause 92.1 of the Federal Law of the Russian
Federation On Joint Stock Companies.  Article 35.  Companys Documents  35.1The Company shall keep the following
documents:  ·this Charter, duly registered amendments and additions
hereto, the resolution on the establishment of the Company and the certificate
of the Companys state registration;  ·documents evidencing the Companys rights to the
property on its balance sheet;  ·Company internal regulations approved by the General
Shareholders Meeting and other governing bodies of the Company;  ·regulations on the Companys branches and/or
representative offices;  ·annual statements;  ·prospectuses for the issuing of Company shares;  ·accounting records;  ·accounting statements submitted to relevant
authorities;  ·minutes
of General Shareholders Meeting of the Company and meetings of the Board of
Directors, the Audit Commission and the Management Board of the Company;  ·lists of the Companys affiliates;  ·opinions of the Audit Commission, the auditor of the
Company and state and municipal financial supervision authorities;  ·voting ballots;  ·powers of attorney (copies of powers of attorney)
issued to the shareholders representatives for participation in the General
Shareholders Meeting of the Company;  ·reports of independent assessors on matters to be reported
on by an independent assessor in accordance with this Charter and the laws of
the Russian Federation;  ·lists of persons entitled to take part in the General
Shareholders Meeting and entitled to receive dividends, as well as other lists
drawn up by the Company for the shareholders to exercise their rights in
accordance with the requirements of the Federal Law of the Russian Federation On
Joint Stock Companies;  ·issuers quarterly reports and other documents
containing information to be published or otherwise disclosed in accordance
with the applicable legislation; and  ·other documents provided for under the Companys
internal regulations, resolutions of the General Shareholders Meeting, the
Board of Directors and the Companys executive bodies, as well as documents
provided for under the laws and other legal acts of the Russian Federation.  35.2The Company shall keep the documents
provided for under Clause 35.1 hereof at the location of its executive body or
at another location known and accessible to the Companys shareholders,
creditors and other interested parties.  35.3Copies of the documents specified in
Clause 35.1 hereof shall be provided upon request containing information about
the full name and passport data of the requesting party (full name, location
and state registration details for a legal entity), number of the individual
account in the register of shareholders of the Company, number and categories
(classes) of its shares and title of the document requested or its copy; such copies
shall be provided in the manner and within the terms established under the
Companys internal regulations.  Article 36.  Reorganization of the Company  36.1The Company may be voluntarily
reorganized by a decision of the General Shareholders Meeting.  Other grounds and
procedures for the Companys reorganization shall be determined under the
current laws of the Russian Federation.  41


36.2The Company may be reorganized by way of
consolidation, consolidation, division, spin-off or transformation into a
different organizational and legal form in the manner provided for under the
Federal Law of the Russian Federation On Joint Stock Companies.  36.3Aside from instances of reorganization in
the form of merger, the Company shall be deemed reorganized as of the moment of
state registration of the newly established legal entities.  In the event of the
Companys reorganization by way of merger with another company, the former
shall be deemed reorganized as of the moment the state registration authority
makes an entry on the winding up of the acceded company in the unified state
register of legal entities.  36.4In the event of the Companys
reorganization, relevant amendments shall be made to this Charter, and an
acknowledgment of transfer or a separate balance sheet shall be drawn up.  The acknowledgment of
transfer or separate balance sheet shall contain a provision on succession with
respect to all of the Companys obligations and all of its creditors and debtors.  The acknowledgment of
transfer or separate balance sheet shall be approved at the General
Shareholders Meeting by a majority of votes of the holders of the Companys
voting shares taking part in the meeting.  36.5Within thirty (30) calendar days of the
date of the decision to reorganize or, in the event of the Companys
reorganization in the form of consolidation or merger, within 30 days of the
date the decision on such reorganization is made by the last company involved
in such consolidation or merger, the Company shall give notice of this in
writing to its creditors and publish an announcement of the Companys decision
on reorganization in a publication which publishes information on the state
registration of legal entities. A creditor shall have the right to claim early
termination or performance of the Companys obligations and reimbursement of
related damages by giving notice in writing within thirty (30) calendar days of
the date the Company notifies the creditor of the reorganization or within
thirty (30) calendar days of the date the announcement of the Companys
decision to reorganize is published.  In the event the
acknowledgment of transfer or separate balance sheet makes it impossible to
determine the Companys successor, the legal entities established as a result
of such reorganization shall be jointly and severally liable for the
obligations of the Company to its creditors.  Article 37.  Liquidation of the Company  37.1The Company may be liquidated voluntarily
by decision of the General Shareholders Meeting or by court decision in the
instances and in the manner provided for under the current laws of the Russian
Federation.  37.2In the event of the Companys voluntary
liquidation, the Board of Directors shall submit the matter of the Companys
liquidation and appointment of a liquidation commission to the General
Shareholders Meeting for decision.  The General Shareholders
Meeting shall decide to liquidate the Company and appoint a liquidation
commission with a numerical membership equal to that of the Board of Directors,
as determined hereunder.  In the event of
involuntary liquidation, the liquidation commission may be appointed by the
court which shall also determine its numerical membership.  37.3As of the moment of its appointment, the
liquidation commission shall assume all of the powers to manage the affairs of
the Company. The liquidation commission shall represent the Company in court.  The liquidation
commission shall be liable under the norms of the Russian Federations civil
law for losses inflicted on the Company, its shareholders and third parties.  37.4The liquidation commission shall publish
an announcement of the Companys liquidation and the procedure and deadline for
the filing of claims by its creditors. Such announcement shall be published in
publications which publish information on the registration of legal entities.
The term for the filing of creditors claims may not be less than two months
from the date of publication of the announcement of the Companys liquidation.  37.5In the event the Company has no
obligations to creditors as of the moment the decision to liquidate the Company
is made, its property shall be distributed among the shareholders in accordance
with Clause 10.4.3 hereof.  42


37.6The liquidation commission shall take
steps to identify its creditors and to recover accounts receivable and shall
notify its creditors in writing of the Companys liquidation.  37.7Upon the expiration of the period for the
filing of creditors claims, the liquidation commission shall draw up an
interim liquidation balance sheet which shall contain information on the
composition of the Companys property, the claims filed by creditors and the
results of their consideration.  The interim liquidation
balance sheet shall be approved by the General Shareholders Meeting with the
consent of the Companys state registration authority.  37.8In the event the value of the Companys
property is insufficient for settlements with all of the Companys creditors,
and in the event of its voluntary liquidation, the liquidation commission
Chairman appointed by the General Shareholders Meeting shall apply to an
arbitrazh court requesting that a simplified procedure for the bankruptcy of a debtor
being liquidated be applied to the Company.  37.9Payments of cash amounts to the Companys
creditors shall be made by the liquidation commission in the order determined
under Clause 64.1 Civil Code of the Russian Federation.  37.10Upon
completion of settlements with the creditors, the liquidation commission shall
draw up a liquidation balance sheet to be approved by the General Shareholders
Meeting with the consent of the Companys state registration authority.  37.11Company
property that remains after the completion of settlements with the creditors
shall be distributed by the liquidation commission among the shareholders in
the following order of priority:  ·first, payments shall be made on shares to be redeemed
in accordance herewith;  ·second, payments shall be made of dividends accrued
but not paid of Class A preferred shares and the par value of Class A
preferred shares (liquidation value of Class A preferred shares) shall be
paid; and  ·third, Company property shall be distributed among the
shareholders holding ordinary shares and Class A preferred shares with due
regard for the previously paid par value of Class A preferred shares.  37.12  Property
within each category shall be distributed after distribution of property within
the previous category is completed.  In the event the Companys
property is insufficient for the payment of accrued but not paid dividends and
the liquidation value as determined hereunder to all of the shareholders
holding preferred shares, the property shall be distributed among the
shareholders holding preferred shares pro rata to the number of their shares.  37.13Liquidation
of the Company shall be deemed completed and the Company shall be deemed to
have ceased to exist as of the moment the state registration authority
(registration authority) makes a relevant entry in the unified state register
of legal entities.  43


Exhibit to
the Charter of the
Open Joint Stock Company Long-Distance
and International Telecommunications Rostelecom  LIST
of Branches and Representative Offices
of the Open Joint Stock Company Long-Distance
and International Telecommunications Rostelecom  1.
Branches:  1.1
North-Western Branch of OJSC Rostelecom (St. Petersburg);  1.2
Volga Branch of OJSC Rostelecom (Samara);  1.3
Siberian Branch of OJSC Rostelecom (Novosibirsk);  1.4
Southern Branch of OJSC Rostelecom (Rostov-on-Don);  1.5
Urals Branch of OJSC Rostelecom (Yekaterinburg);  1.6
Far Eastern Branch of OJSC Rostelecom (Khabarovsk);  1.7
Central Branch of OJSC Rostelecom (Moscow);  1.8
Long-Distance and International Telephone (MMT) (Moscow);  1.9
Training and Production Center (UPTs RT) (Town of Bekasovo, Naro-Fominsk
District, Moscow Oblast).  2.
Representative Offices:  2.1
Representative Office in Geneva (Rue de Lausanne 94, 1202 Geneva, Switzerland).  44