**Exhibit 1.1**

APPROVEDby the General Shareholders’ MeetingJune 24, 2006

CHARTER

of Open Joint StockCompany Long-Distance and International Telecommunications Rostelecom

(restated version No. 7)

registered by the MoscowRegistration Chamber

on  September 23, 1993, Registration No. 02 1. 8 3 3

OGRN 1027700198767

Moscow

2006

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Open Joint Stock CompanyLong-Distance and International Telecommunications “Rostelecom” (hereinafter -the “Company”) is established in accordance with the Law of the Russian FederationNo. 1531-I “On Privatization of State and Municipal Enterprises inthe Russian Federation”, dated July 3, 1991 as amended by the Law of theRussian Federation, dated June 5, 1992, and pursuant to the State Programfor Privatization of State and Municipal Enterprises of the Russian Federationfor the Year 1992 approved by Resolution No. 2980-1 of the SupremeCouncil of the Russian Federation, dated July 11, 1992.

The founder of theCompany is the State Committee of the Russian Federation for Management ofState Property.

The Company is the legalsuccessor of the State Communications Enterprise “Rostelecom”, and has thusacquired the rights and obligations arising from the participation in AOIntertelecom, as well as the rights and obligations formerly held by the stateenterprises incorporated into the State Enterprise “Rostelecom”.

Based on the decisionadopted 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 CompanyMoscow International and Long-Distance Telephone (OJSC MMT), registered by theMoscow Registration Chamber on September 22, 1993, Registration No. 6316.

In accordance with theTransfer Certificate, dated June 17, 1999 and Merger Agreement No. 465,dated June 17, 1999, between the Company and JSC MMT, approved by theGeneral Shareholders’ Meeting of OJSC “Rostelecom” on June 26, 1999 and bythe General Shareholders’ Meeting of JSC MMT on June 29, 1999, the Companyis a legal successor to all rights and obligations of the Open Joint StockCompany Moscow International and Long-Distance Telephone in respect of alldebtors and creditors, including obligations in dispute.

On August 28, 2000,the Moscow Registration Chamber registered the termination of JSC MMT as aresult of its reorganization by way of merger with OJSC “Rostelecom”.

The legal status of theCompany is determined by the Civil Code of the Russian Federation, the Law ofthe Russian Federation “On Joint Stock Companies”, other laws of the RussianFederation, other legal acts of the Russian Federation adopted by appropriatestate bodies within their competence, and by this Charter.

In the event that theapplicable federal laws and other legal acts of the Russian Federation arefurther amended or supplemented, this Charter will remain effective in allrespects not contradicting the binding rules thereof.

In respect of issues notcovered by this Charter, the Company shall be guided by the applicable laws ofthe Russian Federation, as well as by other legal acts adopted by appropriatestate bodies within their authority.

The Company isestablished for an unlimited term.

**Article 1.Name and Location of the Company**
| 1.1.   |   | The full official name of the Company is  Открытое  акционерное  общество  междугородной  и  международной  электрической  связи  “Ростелеком”. |
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|   |   | The abbreviated  official name of the Company is ОАО  “Ростелеком”.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 1.2.   |   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

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**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  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.                                                                                                                                                                                                                                   |
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|   |   | 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.     |

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| 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.                                                                                                                                                                                                                                                                                                                                                                   |
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| 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.                                                                                                                                                                                                                                                                                                                     |
| 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 ofthe Business of the Company**
| 3.1. |   | The primary goal of the Company is to create a  profit.                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| 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. |

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|      |   | 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.                                                   |
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| 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.                                                                                              |
| 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 andRepresentative Offices of the Company**

 
| 4.1.   |   | The Company has various branches and representative  offices listed in the Attachment, which is an integral part hereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| 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).                                                                                                                   |

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| 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.                                              |
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| 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 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. Placedand 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.   |
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|   |   | 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,                                                           |

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|      |   | 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.                                                                                                                                                                                          |
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| 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:                                                                                                                                                                 |
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| 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. |
| 6.3.   |   | 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 shareholders 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                            |

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|        |   | 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.                                                                                                    |
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|   |   | 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.                                                   |

**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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| 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  bought-out by the Company through a procedure stipulated in this Charter. |
| 7.2.   |   | The decision to  decrease the Charter Capital through any of the aforementioned procedures  shall be adopted at the General Shareholders’ Meeting by a 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

8

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|  |   | 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 Paymentof 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.                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 8.2.   |   | 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

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| 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;   |
| 9.2.6.  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 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.                                                                                                                                                                                                                                                       |

10

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| 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 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; |

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| 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.                                                                                                                                |
|   |   | 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.  |   | The term for paying out  the annual dividends (including the payment commencement date) shall be  determined by the decision adopted by the General Shareholders’ Meeting in  respect of the payment of the annual dividends.                                                                                                                                                                                                                                                            |

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|        |   | The annual dividends shall be paid within the  financial year during which the decision on payment of the annual dividends  was made.                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | The payment of  dividends on the preferred shares shall commence not later than 60 (sixty)  days following the date of the decision adopted at the Shareholders Meeting  in respect of payment of the dividends and, additionally, on the date of  commencing the payment of the dividends on the ordinary shares, if, in  compliance with Clause 10.3 hereof, the amount of the dividend payable on the  preferred shares must be increased to the amount of the dividend payable on  ordinary shares. |
| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | 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; |

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| 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, the decision on which shall be adopted by a simple  majority of the shareholders holding voting shares of the Company  participating in the meeting;                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 14.2.7.  |   |   | 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;                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 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

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| 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 holding companies, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 14.3.    |   | The General  Shareholders’ Meeting shall be entitled to adopt decisions on the matters  stipulated in Clauses 14.2.2, 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 |

15

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|         |   | 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 individual executive  body of the Company, the Chairman of the Board of Directors of the Company or  other person authorized 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:                                                                                                                                                                                                                                                                                                                                                                                              |

16

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|        |   | -                                                                                                                                                                                                                                                                      | 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 aGeneral Shareholders’ Meeting**
| 17.1.  |   | The agenda of the General Shareholders’ Meeting is  to be approved by the Board of Directors of the Company.                                                                                                                                                                                                                                                                                                       |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   | 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 individual  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. |

 

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| 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; |
|   |   | -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | the procedure for  proposing issues for the agenda of the annual General Shareholders’ Meeting  does not comply with the requirements of the Law of the Russian Federation  “On Joint Stock Companies”. |
| 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.                                                                                                                                                                                                                                                                                                                                                              |
| 17.9.  |   | 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 individual  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. |

 

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|               |   | 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; |
|          |   | -                                                                                                                                                                                                                                                                                                                                                                                                                                 | 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; |
|          |   | -                                                                                                                                                                                                                                                                                                                                                                                                                                 | the procedure for  nominating the candidates to the Company’s bodies stipulated by the Law of  the Russian Federation “On Joint Stock Companies” has not been complied with. |
| 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. |

**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. |
|-------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

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|         |   | 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 seventy (70) 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, by sending to the  shareholders a registered mail with:                                                                                                                                                                                                                                                     |
|    |   | -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 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.                                                                                                                |
|    |   | 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; |

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| 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 quora for voting on such items  shall be determined separately. Herewith, the absence of a quora 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.                                                                                                                                                                                                                                                                                                                                                                        |
| 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. |

 

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18.11.       Arepeated General Shareholders’ Meeting convened instead of the originallyscheduled meeting shall be deemed legally qualified (shall have a quorum) inthe event that it is attended by the shareholders (shareholders’representatives) holding, in aggregate, not less than thirty (30) percent ofvotes provided by the voting shares of the Company, adjusted for the procedureof quorum determination in accordance with Clauses 18.7. and 18.8. of thisCharter.

18.12.       Inthe 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 shallbe qualified as such in accordance with the list of persons entitled to attendthe original meeting which was not held.

**Article 19. The Right toParticipate in the General Shareholders’ Meeting**

19.1.             Thelist of persons entitled to participate in the General Shareholders’ Meetingshall be prepared on the basis of the information contained in the Company’sRegister as of the date established by the Board of Directors.

19.2.             Thedate of preparing the list of persons entitled to participate in the GeneralShareholders’ Meeting may not be established earlier than the date of theadopted decision on holding the General Shareholders’ Meeting or later thanfifty (50) calendar days prior to the date of holding the General Shareholders’Meeting and, if the agenda of the extraordinary General Shareholders’ Meetingincludes the election of members of the Board of Directors, not later thansixty five (65) calendar days prior to the date of holding the GeneralShareholders’ Meeting. Herewith, the actual date shall be established notearlier than forty five (45) calendar days prior to the date of holding theGeneral Shareholders’ Meeting.

In all cases, the date of preparing the list ofpersons entitled to participate in the General Shareholders’ Meeting mustprecede the date of informing those persons on holding of the general meeting.

19.3.             Forthe purpose of composing the list of the shareholders entitled to participatein the General Shareholders’ Meeting, a nominee holder of shares shall provideinformation with respect to the persons for which benefit it is holding theshares as of the date of preparing the list.

19.4.             Thelist of persons entitled to participate in the General Shareholders’ Meetingshall contain data stipulated by the Regulations on the General Shareholders’Meeting.

19.5.             Thelist of persons entitled to participate in the General Shareholders’ Meetingshall include:

-                    shareholdersholding fully paid ordinary shares of any issue of the Company;

-                    shareholdersholding fully paid preferred shares of the Company of any category in caseswhen the agenda of the General Shareholders’ Meeting includes an issue on whichthe preferred share of that particular class is entitled to vote, or when theholders of preferred shares have been conferred the right to vote on all issueswithin the competence of the General Shareholders’ Meeting, in accordance with Article 32of the Law of the Russian Federation “On Joint Stock Companies”; and

-                    otherpersons in accordance the current legislation.

19.6.             Amendmentsto the list of persons entitled to participate in the General Shareholders’Meeting may be introduced only in the case of restoration of the violatedrights of persons not included in the aforementioned list as of the date of itspreparation, or in the case of correction of errors, incurred in the course ofpreparation of such list.

19.7.             Inthe event that shares are transferred after the date of preparation, the listof persons entitled to participate in the General Shareholders’ Meeting andprior to the date of holding the General Shareholders’ Meeting, the personsincluded in such list must issue to the acquirer of shares a power of attorneyfor voting or to vote at the General Shareholders’ Meeting in compliance withthe written instructions of the acquirer of the shares. The above provisionshall also apply to each of the subsequent cases of the shares transfer.

19.8.             Theright to participate in the General Shareholders’ Meeting may be exercised bythe shareholder, both independently or through a representative.

A shareholder may participate in a meeting through thefollowing procedures:

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-                    participatingpersonally in the discussion of issues on the agenda and the vote on suchissues;

-                    directingits authorized representative to participate in the discussion of issues on theagenda and to vote on such issues;

-                    exercisingabsentee voting (by sending voting ballots);

-                    delegatingthe right of absentee voting to an authorized representative.

19.9.            Transferof rights (powers) to the shareholder’s representative shall be exercised byissuing a power of attorney.

A power of attorney authorizing participation in thevoting shall be executed in accordance with the requirements stipulated by theLaw of the Russian Federation “On Joint Stock Companies”.

**Article 20. Holding of theGeneral Shareholders’ Meeting**

20.1.            TheGeneral Shareholders’ Meeting may be held in the following forms:

20.1.1.                           ameeting — joint presence of shareholders for the purpose of discussing theissues on the agenda and adopting decisions on the issues put on vote, inaccordance with which the shareholders or their legally qualifiedrepresentatives may, at their own discretion, submit their votes on the issueson the agenda, either by attending the general meeting in person or by sendingtheir executed ballots to the Company;

20.1.2.                           absenteevoting, in accordance with which decisions on the issues on the agenda shall beadopted without holding General Shareholders’ Meeting, by poll.

20.2.            Anannual General Shareholders’ Meeting may only be held in the form of a meeting.

20.2.1.                           TheBoard of Directors shall not be authorized to amend the form of holding of anextraordinary General Shareholders’ Meeting, which is required by the personsinitiating the convention of such a meeting.

20.3.             Apartfrom the shareholders and their authorized representatives, a General Shareholders’Meeting may be attended by other persons as envisaged in the Regulations on theGeneral Shareholders’ Meeting, holding rights provided by the aboveRegulations.

20.4.             Adecision of the Board of Directors on holding the General Shareholders’ Meetingapproves:

-                    wordingof the issues put on the agenda of the General Meeting;

-                    formand text of the voting ballot;

-                    alist of information (materials) to be provided to the shareholders inpreparation for the General Shareholders’ Meeting;

-                    dateof preparation of the list of persons entitled to participate in the GeneralShareholders’ Meeting;

-                    date,place and time for holding of the General Shareholders’ Meeting;

-                    mailingaddress to which the executed voting ballots shall be dispatched;

-                    date,place and time of commencement of registration of participants of the GeneralShareholders’ Meeting;

-                    textof the announcement of holding of the General Shareholders’ Meeting, to be sentto the shareholders;

-                    procedurefor informing the shareholders on the holding of the General Shareholders’Meeting.

In the event that the agenda includes issues, thevoting on which may, in accordance with the Law of the Russian Federation “OnJoint Stock Companies”, result in conferring to the shareholders the right torequest from the Company redemption of the shares they hold, the Board ofDirectors shall establish:

-                    priceof the shares for the redemption;

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-                    procedureand terms for exercising the redemption

The decision of the Board of Directors to hold aGeneral Shareholders’ Meeting in the form of a meeting should also resolveother matters provided for under applicable law.

20.5.            Thedecision of the Board of Directors on holding the General Shareholders’ Meetingby absentee vote approves:

-                    wordingof the issues on the agenda of the General Shareholders’ Meeting;

-                    formand text of the voting ballot;

-                    listof information (materials) to be provided to the shareholders;

-                    dateof preparation of the list of persons entitled to participate in the GeneralShareholders’ Meeting;

-                    dateof providing voting ballots and other information (materials) to theshareholders;

-                    finaldate for accepting voting ballots by the Company;

-                    mailingaddress to which the executed voting ballots shall be dispatched;

-                    textannouncing the holding of the General Meeting, to be sent to the shareholders;

-                    procedurefor informing the shareholders of the holding of the General Shareholders’Meeting.

In the event that the agenda includes issues, thevoting on which may, in accordance with the Law of the Russian Federation “OnJoint Stock Companies, result in conferring to the shareholders the right torequest from the Company redemption of the shares they hold, the Board ofDirectors shall establish:

-                    priceof the shares for the redemption;

-                    procedureand terms for exercising the redemption.

The decision of the Board of Directors to hold aGeneral Shareholders’ Meeting in the form of an absentee vote should alsoresolve other matters provided for under applicable law.

20.6.             AGeneral Shareholders’ Meeting, the agenda of which includes issues stipulatedin Clauses 15.3.1., 15.3.2., 15.3.3., 15.3.4. of this Charter, may not be heldby absentee vote.

20.7.             Therequirements for the form and text of the voting ballot, for the text of theannouncement on holding the General Shareholders’ Meeting by absentee voting,as well as the procedure for accepting the absentee voting ballots, shall bedetermined by this Charter and the Regulations on the General Shareholders’Meeting.

20.8.             Theshareholders which ballots have been received not later than two days prior tothe date of holding of the General Shareholders’ Meeting, or have beensubmitted not later than the established final date of acceptance of theabsentee voting ballots, shall be considered as having participated in thevoting.

A decision adopted by the General Shareholders’Meeting by absentee voting is deemed effective in respect to each individualissue if shareholders, holding in aggregate, not less than half of the Company’svoting shares entitled to vote on the given issue, participate in the voting.

20.9.             Theholding of the General Shareholders’ Meeting and summarization of the votingresults is performed by the Counting Commission of the General Shareholders’Meeting, the function of which, in cases when the number of the Company’sshareholders is more than five hundred (500), shall be performed by the Company’sRegistrar.

The procedure for forming the authority for andrequirements applicable to the members of the Counting Commission or to aperson performing functions of the Counting Commission for the GeneralShareholders’ Meeting shall be determined by the Regulations on GeneralShareholders’ Meetings.

20.10.       AGeneral Shareholders’ Meeting may be held in any settlement within theterritory of the Russian Federation where is the Company or its branches orrepresentatives offices are located.

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**Article 21. Voting at theGeneral Shareholders’ Meeting. Voting Ballot. Counting Votes upon Voting. Protocol and Report on Voting Results. Results of a General Shareholders’ Meeting**

21.1.             Votingat the General Shareholders’ Meeting shall be exercised based on the principle “onevoting share of the Company, one vote,” save for the cases of cumulative votingon the election of members of the Board of Directors of the Company and othercases stipulated by the Law of the Russian Federation “On Joint Stock Companies”.

21.2.             Votingat a General Shareholders’ Meeting on the issues of the meeting agenda shall beexercised only with the use of voting ballots.

The Company must send the voting ballots to theshareholders within the term and through the procedure stipulated by Article 52of the Law of the Russian Federation “On Joint Stock Companies” and thisCharter, 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 beapproved by the Board of Directors of the Company. A voting ballot shall beissued to the shareholder (its representative) which has registered toparticipate in the General Shareholders’ Meeting save for the case stipulatedin the second paragraph of this Clause.

21.3.            Avoting ballot shall contain:

-                    fullofficial name and address of the Company;

-                    informationon the form of holding the General Shareholders’ Meeting (a meeting or absenteevoting);

-                    date,place and time of the General Shareholders’ Meeting and the mailing address towhich the executed bulletins shall be sent or, in case of holding the meetingin the form of absentee voting, the final date for accepting the voting ballotsand the mailing address to which the executed bulletins shall be sent;

-                    wordingof each issue put on vote and the order of priority of consideration thereof;

-                    wordingof resolutions on each issue (full name of each candidate to the Board ofDirectors, Audit Commission, office of General Director) which shall be votedon by the given ballot;

-                    votingoptions for each issue on the agenda of the meeting put to the vote, expressedby “for”, “against” or “abstained”;

-                    indicationthat the ballot must be signed by the shareholder;

-                    mannerin which the chosen voting option is to be marked.

In cases where the voting concerns electing a memberof the Board of Directors or the Audit Commission of the Company, the votingballot must also contain other information on the candidate (candidates).

In the event of cumulative voting, in accordance withsection 21.1. of this Charter, the voting ballot shall point to such methods ofvoting and provide for explanations of cumulative voting. The voting ballot mayalso contain the number of votes by which a person having the right toparticipate in the General Shareholders’ Meeting can vote on each issue on theagenda of the Meeting, and other information determined by the Board ofDirectors.

Voting ballot shall contain the information providedfor under applicable law.

21.4.             Whencounting the votes, only the ballots where only one voting option is marked,are taken into consideration. The voting ballots executed in violation of theabove requirements shall be recognized as invalid and votes on the issuesincluded therein shall not be counted.

In the event that a voting ballot contains severalissues put on vote, violation of the above requirements in respect to one orseveral issues shall not result in recognizing the voting ballot as entirelyinvalid.

21.5.             Basedon the voting results, the Counting Commission or the person performing itsfunctions shall draw up the protocol on voting results, to be signed by themembers of the Counting Commission or by the person performing its functions.

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Following the drawing up of the protocol on votingresults and the signing of the minutes of the General Shareholders’ Meeting,the voting ballots shall be sealed by the Counting Commission and transferredfor safekeeping to the Company’s archive.

A protocol on voting results shall be subject tofiling, together with the minutes of the General Shareholders’ Meeting.

Decisions adopted by the General Shareholders’ Meetingas well as the voting results shall be announced at the General Shareholders’Meeting at which the voting took place, or be communicated to the personsincluded in the list of persons entitled to participate in the GeneralShareholders’ Meeting, no later than ten (10) business days following thedate of the drawing up of the protocol on the results of the voting, whichusually consists of a report pursuant to the procedures stipulated in theannouncing of the holding of the General Shareholders’ Meeting.

21.6.             Theminutes of the General Shareholders’ Meeting shall be drawn up, in duplicate,no later than fifteen (15) days following the closing of the GeneralShareholders’ Meeting. Both copies shall be signed by the person presiding atthe meeting and by the secretary of the General Shareholders’ Meeting.

21.7.             Theminutes of a General Shareholders’ Meeting shall specify:

-                    placeand time of the holding of the General Shareholders’ Meeting;

-                    totalnumber of votes held by the shareholders holding voting shares of the Company;

-                    numberof 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 shallhighlight the main points of the reports, issues voted on and the votingresults on such issues and resolutions adopted at the General Shareholders’Meeting.

The minutes of the General Shareholders’ Meeting shallcontain the information provided for under applicable law.

21.8.             Basedon absentee voting results, no later than fifteen (15) days following the finaldate of acceptance of the voting ballots, the Counting Commission or the personperforming its functions, shall draw up a relevant protocol on the absenteevoting results, in duplicate.

**Article 22. Regulations on theGeneral Shareholders’ Meeting**

22.1                Mattersconcerning the convening, holding and recording of the results of the GeneralShareholders’ Meeting and other matters related to preparation for, and holdingof the General Meetings of Shareholders of the Company not covered hereundershall be governed under the Company’s Regulations on the General Shareholders’Meeting, approved at the General Shareholders’ Meeting by a simple majorityvote of the shareholders holding the Company’s voting shares and participatingin the meeting.

**Article 23. Board of Directors**

23.1                TheBoard of Directors consists of eleven members.

The numerical composition of the Board of Directorsprovided for under this Clause of the Charter may be increased to an odd numberof members by a decision taken at the General Shareholders’ Meeting, providedthat such issue was placed on the agenda in the manner determined hereunder.Simultaneously with the making of the decision to increase the number of theBoard of Directors the General Meeting shall decide to make relevant amendmentsto this Charter. The decision to change the numerical composition of the Boardof Directors shall enter into force for all of the shareholders of the Companyfrom the time of inception.

23.2                Thecompetence of the Board of Directors of the Company shall includedecision-making on matters of the overall management of the Company’soperations, except in matters cited hereunder, which are relegated to thecompetence of the General Shareholders’ Meeting.

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23.3               Thefollowing issues shall be within the competence of the Board of Directors:

23.3.1                       determinationof the priority aspects of the Company’s activities, including the approval ofthe Company’s budgets, business plans and development strategies and programs;

23.3.2                       conveningof the annual and extraordinary General Shareholders’ Meetings of the Company,except in instances provided for under Section 55.8 of the Law of theRussian Federation “On Joint Stock Companies”;

23.3.3                       approvalof the agenda of the General Shareholders’ Meeting;

23.3.4                       determinationof the date for the preparation of the list of persons entitled to take part inthe General Shareholders’ Meeting and other issues relegated to the competenceof the Board of Directors of the Company pursuant to the law of the RussianFederation and this Charter, and related to the preparation and conduct of theGeneral Shareholders’ Meeting;

23.3.5                       submissionof the matters provided for under Clause 14.3 hereof to the GeneralShareholders’ Meeting for decision;

23.3.6                       increaseof the Company’s charter capital by having the Company place additional shares,within the limits of the number and categories of authorized shares, asdetermined hereunder;

23.3.7                       determinationof the market value of property under applicable law of the Russian Federationand this Charter;

23.3.8                       decision-makingpertaining to the acquisition of shares placed by the Company, namely bonds andother securities;

23.3.9                       determinationof the numerical membership of the Management Board of the Company andappointment and early termination of the powers of its members, as proposed bythe General Director;

23.3.10                 recommendationspertaining to the amount of the remuneration and compensation payable to themembers of the Audit Commission and ratification of the agreement with theexternal auditor including the determination of the amount to be paid for auditservices;

23.3.11                 recommendationspertaining to the amount of dividends on the shares of each category and classand procedure for their payment;

23.3.12                 decision-makingpertaining to the use of the reserves and other funds of the Company;

23.3.13                 approvalof the Company’s internal documents governing the matters within the competenceof the Board of Directors of the Company, in accordance with the laws of theRussian Federation, this Charter and the Regulations of the Board of Directors,except the documents for which approval is relegated to the competence of theGeneral Shareholders’ Meeting;

23.3.14                 establishmentand liquidation of branches; establishment and closing of the Company’srepresentative offices, approval of the Model Regulations on the Company Branch(Representative Office);

23.3.15                 decision-makingpertaining to the Company’s participation (joining as a member, termination ofparticipation or change of participatory interest) in other organizations,including by the sale or purchase of shares or interest in other organizations,except for the instances provided under Clause 14.2.20 of this Charter;

23.3.16                 decision-makingpertaining to the approval of major transactions in the instance provided forunder Article 31 hereof;

23.3.17                 decision-makingpertaining to the approval of the transactions in the instance provided forunder Article 32 hereof;

23.3.18                 appointmentand early dismissal of the General Director of the Company;

23.3.19                 approvalof decisions to issue securities, prospectuses for securities and reports onthe results of the issuance of the Company securities; reports on the resultsof the acquisition of the Company shares subject to redemption; and amendmentsand additions thereto;

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23.3.20                 approvalof the registrar and the terms of the agreement on maintaining the Company’sshareholder register; decision-making on the termination of such an agreementwith the registrar;

23.3.21                 decision-makingpertaining to the reimbursement to the members of the Company’s ManagementBoard and other officers for losses incurred by them in connection with theperformance of their official duties and/or the exercise of the powers of theCompany as its representative as a result of claims, complaints, demands oramounts of liability against the members of the Company’s Management Board orother officers from any third parties, including the government and municipalagencies;

23.3.22                 decision-makingpertaining to the concluding of D&O liability insurance agreements to coverthe liability of members of the Board of Directors of the Company and itsofficers for losses inflicted on third parties by the Company’s officers in theperformance of their official duties and/or exercise of the powers of theCompany’s representatives;

23.3.23                 considerationof the opinions of the Audit Commission and the external auditor of theCompany;

23.3.24                 approvalof the material terms of the agreements made with the General Director andmembers of the Management Board;

23.3.25                 considerationof matters in accordance with the Board of Directors responsibility pursuant tothe terms of the agreements with the General Director and members of theManagement Board;

23.3.26                 decision-makingpertaining to the placement by the Company of bonds, and other issuedsecurities where, under the terms of the placement of such shares and otherissued securities, they are not convertible into Company shares;

23.3.27                 decision-makingpertaining to the placement, by the Company, of bonds convertible into sharesand of other issued securities convertible into shares where such bonds (otherissue securities) are placed by way of public subscription and may be convertedinto the Company’s ordinary shares, amounting to 25 (twenty five) or lesspercent of the Company’s previously placed ordinary shares;

23.3.28                 decision-makingpertaining to the introduction of amendments and additions hereto related tothe establishment and liquidation of branches, to the establishment and closingof representative offices of the Company;

23.3.29                 election(re-election) of the Chairman and Vice-Chairman of the Board of Directors;

23.3.30                 appointmentand dismissal of the Corporate Secretary of the Company and determination ofthe amount of his/her remuneration, approval of Regulations on CorporateSecretary and Corporate Secretary’s Department;

23.3.31                 increaseof the charter capital of the Company by way of the Company’s placement ofadditional shares by public subscription, within the limits of the number ofauthorized shares, if the number of additionally placed shares is twenty-five(25) or less percent of the ordinary shares previously placed by the Company;

23.3.32                 determiningthe procedure for interacting with organizations in which the Companyparticipates, including the passing of decisions on matters within thecompetence of the general meetings of participants of subsidiaries (the highestgoverning bodies of organizations having other legal or organizational forms)in which the Company is the sole participant;

23.3.33                 approvalof the simultaneous holding by the person performing the functions of theCompany’s individual executive body or members of the Company’s ManagementBoard of positions in the governing bodies of other organizations;

23.3.34                 permissionto the person performing the functions of the Company’s individual executivebody to be simultaneously employed in other organizations;

23.3.35                 establishmentof standing or ad hoc committees (for consideration of certain issues) of theBoard of Directors and approval of their regulations;

23.3.36                 approvalof the internal document on the disclosure of information about the Company;

23.3.37                 determinationof the aggregate amount of quarterly compensation to the members of the ManagementBoard pursuant to the Regulations on the Management Board;

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23.3.38                 approvalof the Regulations on the Company’s structural subdivision exercising internalcontrol functions; pre-approval of candidates to the position of its head andhis/her firing; and consideration of other matters to be decided by the Boardof Directors pursuant to the Regulations on the said subdivision;

23.3.39                 approvalof the internal document on internal control over financial and operationalactivity of the Company;

23.3.40                 approvalof the material terms of the employment contract (supplementary agreements)made by the Company with the head of the Company’s structural subdivisionexercising internal control functions; and

23.3.41                 approvalof the Model employment contract (amendments) made by the Company with theheads of the Company’s Branches and Representative Offices.

23.3.42                 approvalof the internal documents aimed to the Company’s compliance with applicablelegislation and listing rules of the stock exchanges on which the Company’sshares and derivative securities are listed;

23.3.43                 pre-approvalof the engagement by the Audit Commission of the contracted externalspecialists and determination of the payment and other material terms of itscontracts;

23.3.44                 othermatters relegated to the competence of the Board of Directors under thisCharter and the Federal Law “On Joint Stock Companies”.

23.4                Resolutionsat meetings of the Board of Directors shall be approved by a majority vote ofthe members of the Board of Directors taking part in the meeting or in theabsentee vote (by poll), except where this Charter requires a different numberof votes for the approval of a resolution.

In the event of a tie vote, the Chairman of the Boardof Directors shall have the deciding vote.

In the event there is no unanimity among the membersof the Board of Directors on a matter to be voted on unanimously in accordancewith the laws of the Russian Federation or this Charter, such matters may besubmitted to the General Shareholders’ Meeting for approval by a decision ofthe Board of Directors, approved by a majority of votes of the members of theBoard of Directors taking part in the meeting, or by absentee vote.

23.5                Issuesrelegated hereunder to the exclusive competence of the Board of Directors maynot be referred to the General Director or the Management Board of the Companyfor approval.

23.6                Inexercising their rights and performing their duties, members of the Board ofDirectors shall act in the best interests of the Company, in good faith andreasonably. Otherwise members of the Board of Directors shall be jointly andseverally liable to the Company in accordance with the applicable laws of theRussian Federation.

23.7                Mattersof the legal status of the Board of Directors of the Company not coveredhereunder shall be governed under the Company’s Regulations on the Board ofDirectors, approved at the General Shareholders’ Meeting by a majority vote ofthose taking part in the meeting.

**Article 24. Election of theBoard of Directors**

24.1                Membersof the Board of Directors of the Company shall be annually elected by theannual General Shareholders’ Meeting.

The term of office of members of the Board ofDirectors shall be counted from the moment of their election by the annualGeneral Shareholders’ Meeting until the moment of election of a new Board ofDirectors by the next annual shareholders’ meeting.

24.2                Thoseelected to the Board of Directors may be re-elected an unlimited number oftimes.

24.3                Membersof the Board of Directors shall be elected by a cumulative vote in accordancewith the Regulations on the General Shareholders’ Meetings and the Regulationson the Board of Directors.

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24.4                TheGeneral Shareholders’ Meeting may decide to terminate early the powers of themembers of the Board of Directors. Such decisions may only be madesimultaneously with respect to all members of the Board of Directors.

In the event of early termination of the powers of theBoard of Directors, the powers of the new Board of Directors shall be validuntil the nearest annual General Shareholders’ Meeting.

24.5                Inthe event that the numerical membership of the Board of Directors becomes lessthan one-half of the number provided for under Clause 23.1 hereof, the Board ofDirectors shall convene an extraordinary General Shareholders’ Meeting to electa new Board of Directors. The remaining members of the Board of Directors shallbe entitled to decide only on the convening of such an extraordinary GeneralShareholders’ Meeting.

Members of the Board of Directors who have died orhave been duly declared missing, dead or legally incapacitated, or whose powersin office as members of the Board of Directors have been terminated orsuspended under effective decision of a court or other authorized governmentagency, shall be deemed to be retired members the Board of Directors, pendingremoval of the grounds for retirement if such removal is possible.

24.6                Membersof the Company’s Management Board may not comprise more than one-quarter of themembership of the Board of Directors. The General Director may not serve asChairman of the Board of Directors.

The requirements applicable to persons elected to theBoard of Directors shall be determined under the Regulations on the Board ofDirectors.

**Article 25. Chairman of theBoard of Directors**

25.1                TheChairman of the Board of Directors of the Company shall be elected by themembers of the Board of Directors, from among them, by a majority of votes ofthe total number of elected members of the Board of Directors.

25.2                TheBoard of Directors may re-elect its Chairman, at any time, by a majority ofvotes of the total number of elected members of the Board of Directors.

25.3                TheChairman of the Board of Directors:

-                    organizesthe work of the Board of Directors;

-                    convenesmeetings of the Board of Directors or arranges for absentee voting; and

-                    organizesthe keeping of minutes at Board of Directors meetings.

25.4                TheBoard of Directors has the right to appoint a Vice-Chairman to the Board ofDirectors. In the absence of the Chairman of the Board of Directors, his/herfunctions (including the right to sign documents) shall be performed by theVice-Chairman, and in the absence of the latter, by a member of the Board ofDirectors appointed by a decision of the Board of Directors of the Company, bya majority vote of the members taking part in the meeting.

**Article 26. Meeting of the Boardof Directors**

26.1                Meetingsof the Board of Directors shall be held as required, but at least quarterly. Ameeting of the Board of Directors on the convening of the annual GeneralShareholders’ Meeting, shall be held within one (1) month after the lastday of the period determined under the law of the Russian Federation for thesubmission of accounting statements so as to consider the draft annual reports,draft annual accounting statements, including the Company’s profit and lossstatements, and the opinion of the external auditor.

At the annual meeting, the Chairman shall furnish theBoard with full current financial information and a full report on the currentstate of affairs and on the main results and plans of the Company.

A meeting of the Board of Directors shall be convenedby the Chairman of the Board of Directors on his/her own initiative or at therequest of any member of the Board of Directors, the Audit 

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Commission, the external auditor of the Company, theGeneral Director or a shareholder(s) holding, as of the date of therequest, at least two (2) percent of the Company’s voting shares. Theprocedure for the convening and conduct of meetings of the Board of Directorsshall be determined pursuant to the Regulations on the Board of Directors.

26.2                Thequorum for the meetings of the Board of Directors shall be met by the presenceof at least one-half of the number of elected members of the Board of Directorsof the Company.

In determining the quorum and the results of voting bymembers of the Board of Directors, account shall be taken of the writtenopinion of an absent member of the Board of Directors, in accordance with theRegulations on the Board of Directors of OJSC Rostelecom.

26.3                Forthe purposes of decision-making at a meeting of the Board of Directors, eachmember of the Board of Directors shall have one vote.

A member of the Board of Directors may not delegatehis/her vote to another member of the Board of Directors or another personunder power of attorney.

26.4                Aresolution of the Board of Directors may be approved by absentee voting (bypoll) in accordance with the Regulations on the Board of Directors.

26.5                Minutesshall be kept at all meetings of the Board of Directors. The minutes of ameeting of the Board of Directors shall be drawn up within three (3) businessdays of the meeting. The minutes shall specify:

-                    place,date and time (of the meeting);

-                    personspresent at the meeting;

-                    informationon the written opinions of absent members of the Board of Directors;

-                    agendaof the meeting;

-                    mattersput to a vote and the results of the vote; and

-                    decisionstaken.

The minutes of a meeting of the Board of Directorsshall be signed by the presiding member who shall be responsible for theaccuracy 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 finaldate of acceptance of the questionnaires or other written evidence of the viewsof members of the Board of Directors, in accordance with the Regulations on theBoard of Directors.

26.6                Theremuneration to the members of the Board of Directors to be paid as resolved bythe General Shareholders’ Meeting in accordance with the Regulations on theBoard of Directors except when the General Shareholders’ Meeting regardless ofthe reasons for doing so has decided not to pay any remuneration or the amountand payment procedure have been changed.

The decision to compensate the expenses incurred bythe members of the Board of Directors while performing their duties, includingreimbursement of the losses suffered by the members of the Board of Directorswhile performing their functions and/or acting as the representatives of theCompany, resulted in any claims or any sanctions from the third partiesincluding state and municipal authorities, is to be taken by the GeneralShareholders’ Meeting.

**Article 27. General Director(Individual Executive Body)and Management Board (Collective Executive Body)**

27.1                TheCompany’s current operation shall be managed by the Company’s individualexecutive body (General Director) and the collective executive body (ManagementBoard).

The Company’s executive bodies shall be competent todecide all management matters pertaining to the Company’s current operationexcept those matters which are relegated to the competence of the GeneralShareholders’ Meeting and the Board of Directors.

 

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27.2             The General Directorshall be appointed by the Board of Directors of the Company by a majority voteof the members of the Board of Directors taking part in the meeting, for a termof no more than five (5) years with the possibility of re-election anunlimited number of times, as specified in the resolution of the meeting of theBoard of Directors of the Company. The rights, duties, term of office,liability and remuneration of the General Director shall be determined pursuantto an agreement between the General Director and the Company. The agreementwith the General Director shall be signed on behalf of the Company by theChairman of the Board of Directors or a person authorized by the Board ofDirectors. The Board of Directors may, at any time, terminate the powers of theGeneral Director. The term in office of the General Director shall be countedfrom the moment he/she is appointed by the Board of Directors.

27.3             The General Directorshall manage the current operations of the Company and shall be granted, inaccordance with the laws of the Russian Federation, all the necessary powers toaccomplish those purposes. The General Director shall be responsible for themaintenance of secrecy of the conducted works and for the development andimplementation of the necessary measures to protect the Russian Federation’sstate secrets. The General Director shall act in strict compliance with allapplicable laws and this Charter.

The General Director shall perform the functions ofthe chairman of the Management Board of the Company.

27.4             The General Directoracts, without a power of attorney, on behalf of the Company for the following:

-                    representingthe Company in the Russian Federation and abroad;

-                    presiding atthe General Shareholders’ Meeting in accordance with the Regulations on theGeneral Shareholders’ Meeting unless otherwise determined by the Board ofDirectors;

-                    arranging forexecution of the resolutions of the General Shareholders’ Meeting and the Boardof Directors;

-                    supervisingthe Directorate General of the Company, approving the Regulations on theDirectorate General (the central apparatus of corporate management of theCompany) and determining the structure and numerical composition of theDirectorate General of the Company and the amounts, procedures and forms ofremuneration on the basis of the internal document approved by the ManagementBoard and governing the general provisions for labor motivation;

-                    exercisingoverall supervision of the operation of the Company’s branches and approving Regulationson branches and amendments and additions thereto subject to approval by theBoard of Directors of the Company in accordance with the Model Regulations onthe Branch (Representative Office) of the Company;

-                    approving andendorsing the Company’s internal regulations except those to be approved, inaccordance with Clauses 14.2.11 and 23.3.13 hereof, by the General Shareholders’Meeting and the Board of Directors;

-                    issuingorders, directives and instructions that are binding on all the Company’s employees;

-                    hiring,transferring and dismissing the Company employees, including branch directorsand employees, and exercising other rights and performing other obligations ofthe Company as the employer in labor relations in the manner provided for underapplicable laws and this Charter;

-                    approving theList of the Company Employees, including employees of the Company’s branches,the authority to appoint (dismiss) whom may not be delegated by the GeneralDirector to third parties;

-                    performing anytransactions on behalf of the Company within the limits determined under theFederal Law of the Russian Federation “On Joint Stock Companies” and thisCharter;

-                    the right toaffix the first signature to financial documents;

-                    issuing powersof attorney on behalf of the Company, including powers subject to delegation;

-                    opening bankaccounts for the Company;

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-                    approving theset, character and order of protection of information that can be designated “commercialsecrets”; issuing orders and instructions on compliance with the requirementsto protect such commercial secrets;

-                    approving theinternal control procedures; and

-                    exercisingother powers in accordance with applicable law and this Charter.
| 27.5. |   | The 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. |
|-------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 27.6. |   | The number and personal  membership of the Management Board of the Company is to be determined by a  decision of the Board of Directors, as proposed by the General Director.                                                |
| 27.7. |   | The following matters  of the management of the Company’s current operations fall within the  competence of the Management Board of the Company:                                                                        |

 
| 27.7.1.  |   | determination of the Company’s technical, financial,  economic and tariff policy;                                                                                                                                                                                                                                                                                                           |
|----------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 27.7.2.  |   | preparation of  proposals on the main aspects of the Company’s operation, including the draft  budgets, business plans, development strategies and programs of the Company;                                                                                                                                                                                                                 |
| 27.7.3.  |   | arrangement of  monitoring the Company’s financial and business operations;                                                                                                                                                                                                                                                                                                                 |
| 27.7.4.  |   | determination of the  Company’s personnel and social policy;                                                                                                                                                                                                                                                                                                                                |
| 27.7.5.  |   | preparation 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.; |
| 27.7.6.  |   | organizational and  technical support of the operations of the Company’s bodies;                                                                                                                                                                                                                                                                                                            |
| 27.7.7.  |   | approval 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;                                                                                                                                         |
| 27.7.8.  |   | analysis of performance  results of the Company’s structural subdivisions, branches and other separate  subdivisions and issuance of compulsory instructions on improvement of their  performance;                                                                                                                                                                                          |
| 27.7.9.  |   | discussion 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;                                                                                                                                                                                                      |
| 27.7.10. |   | determination of the  Company’s planning and budgeting methodology;                                                                                                                                                                                                                                                                                                                         |
| 27.7.11. |   | determination of the  Company’s security policy;                                                                                                                                                                                                                                                                                                                                            |
| 27.7.12. |   | approval 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;                                                                                                                                                                                   |
| 27.7.13. |   | determination 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;                                                                                                                                         |
| 27.7.14. |   | establishment 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;                                                                                                                                |
| 27.7.15. |   | determination of the  amount of personal quarterly compensation to each member of the Management  Board as proposed by the Management Board Chairman;                                                                                                                                                                                                                                            |
| 27.7.16. |   | preparation 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;                                                                                                                                                                                                                |
| 27.7.17. |   | preparation of the  internal document setting risk management procedures to be approved by the  Board of Directors.                                                                                                                                                                                                                                                                              |

 

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|                                                                                         |   | 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.                         |
|-----------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 27.8.                                                                                   |   | The 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.                                                                                                                                                                                                                                                                                                                                                       |
| 27.9.                                                                                   |   | The 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. Such agreements shall be signed by  the General Director on the Company’s behalf.                                                                                                                                                                   |
| 27.10.                                                                                  |   | Matters 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.                                                                                             |
| 27.11.                                                                                  |   | The 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** |
| 28.1.                                                                                   |   | With 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.                                                                                                                                                                                                                           |
| 28.2.                                                                                   |   | The 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.                                                                                                                                                                                                                   |
| 28.3.                                                                                   |   | The 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.                                                                                                                                                                                                                               |
|                                                                                    |   | In the event the  membership of the Audit Commission decreases to less than three (3), the  Board of Directors shall convene an extraordinary General Shareholders’  Meeting to elect a new Audit Commission.                                                                                                                                                                                                                                                          |
|                                                                                    |   | The remaining member of  the Audit Commission shall only perform his/her functions pending the  election of a new Audit Commission at the extraordinary General Shareholders’  Meeting.                                                                                                                                                                                                                                                                                |
|                                                                                    |   | 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.                                                                                                                                                                                                                                                                                  |

 

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28.4             Membership in theAudit Commission may be held by a shareholder or by any person proposed by ashareholder or the Board of Directors in the event no candidates or aninsufficient number of candidates are proposed by shareholders for membershipin the Audit Commission. Members of the Audit Commission may not simultaneouslyserve as members of the Board of Directors, General Director, members of theManagement Board or the liquidation commission.

28.5             The Audit Commissionshall elect a Chairman and a Secretary from among its members.

28.6             The following fallswithin the competence of the Audit Commission:

-                    verificationof the accuracy of the data contained in statements and other financialdocuments of the Company;

-                    discovery ofviolations of the procedures determined under legal acts of the RussianFederation for the bookkeeping and submission of financial statements;

-                    verificationof compliance with legal norms in the calculation and payment of taxes;

-                    discovery ofviolations of legislation of the Russian Federation governing the businessoperations of the Company;

-                    evaluation ofthe economic expediency of the Company’s business transactions.

28.7             Inspection (audit) ofthe Company’s business operations shall be performed on the basis of theCompany’s annual performance results.

An inspection (audit) of the Company’s businessoperations shall also be performed on the initiative of:

-                    the AuditCommission of the Company;

-                    the GeneralShareholders’ Meeting;

-                    the Board ofDirectors of the Company;

-                    or at therequest of a shareholder/s holding, in aggregate, at least ten (10) percentof the Company’s voting shares on all matters within the competence of theGeneral 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 theshareholder(s), information on the number and category (class) of its (their)shares in the Company and the signature of the shareholder or its authorizedrepresentative. If the request is signed by a shareholder’s representative, therequest shall be accompanied by a notarized copy of the power of attorney,including one subdelegated, or other statutory evidence in writing of therepresentative’s powers.

The Audit Commission may refuse to conduct aninspection (audit) in the event that:

-                    theshareholder(s) making the request does (do) not hold the number of theCompany’s voting shares required as of the date the request is made (receivedby the Company);

-                    the request isinitiated by persons not registered in the register of shareholders, includingvia a nominee holder, and (or) not authorized to represent the relevantshareholders;

-                    the requestdoes not comply with this Charter or with applicable legislation of the RussianFederation.

28.8             At the request of theAudit Commission, officers of the Company’s governing bodies shall presentdocuments on the business operation of the Company.

28.9             The Audit Commissionshall have the right to request the convening of an extraordinary GeneralShareholders’ Meeting in accordance with the procedure provided for hereunder.

28.10 In order to reflectthe inspection of the business operation of the Company, the Audit Commissionshall draw up an opinion to contain:

-                    confirmationof the authenticity of the data contained in the Company’s statements and otherfinancial documents;

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-                    information ofthe actual instances of violations of the statutory Russian Federationprocedure for the keeping of accounts and the submission of financialstatements, as well as violations of legal acts of the Russian Federation inthe conduct of business.

28.11 With a view toassuring continuous internal control over the performance of any businessoperations, the Company shall establish a special structural subdivisionindependent of the Company’s executive bodies and controlled directly by theBoard of Directors of the Company

The functions of the said structural subdivisions, itsregulations, the procedure for the appointment of its employees and therequirements to them shall be determined under an internal document approved bythe Board of Directors of the Company.

28.12 An individual or aproperly 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 businessin accordance with laws of the Russian Federation.

28.13         With a view to verifyingand approving the correctness of its annual financial statements, the Companyshall annually engage an auditor not connected with the Company or itsshareholders by property-related interests.

                                  The auditor of theCompany shall be approved by the General Shareholders’ Meeting. The amount tobe paid for the services of the auditor shall be determined by the Board ofDirectors.

**Article 29. Acquisition by theCompany of Placed Shares**

29.1             The Company shall havethe right to acquire its placed shares in the manner provided for hereunder inthe following instances:

29.1.1                            by adecision made at the General Shareholders’ Meeting to reduce the chartercapital of the Company by acquiring a part of the placed shares so as to reducetheir total number;

29.1.2                            by adecision of the Board of Directors, approved by a simple majority of votes ofthose taking part in the meeting of the Board of Directors. The Board ofDirectors may not take such decision if the par value of the Company’soutstanding shares is less than ninety (90) percent of the Company’s chartercapital.

29.2             A decision aboutreduction of the charter capital by acquiring a part of the placed shares so asto reduce their total number shall determine:

-                    the categories(classes) of the shares to be acquired;

-                    the number ofshares of each category to be acquired;

-                    the shareacquisition price which shall be determined on the basis of the market value ofthe shares, determined by the Board of Directors under the applicable laws ofthe Russian Federation;

-                    the form ofpayment for the shares, which may only be in cash;

-                    the term forpayment of the shares which may not exceed three months from the moment theshares are acquired; and

-                    the periodwithin which the shares are to be acquired.

29.3             As it formulates theagenda for the General Shareholders’ Meeting in which it is to consider thereduction of the Company’s charter capital by acquiring part of the placedshares in order to reduce their total number, the Board of Directors shallpropose at the General Shareholders’ Meeting all of the terms of the decisionprovided for under Clause 29.2 of this Charter.

29.4             In the event thedecision to acquire shares in accordance with this charter is made by the Boardof Directors, such decision shall specify all of the terms and comply with allof the requirements provided for under Clause 29.2 hereof. The number of theshares to be acquired may not exceed the number as a result of the approval ofwhich the par value of the Company’s outstanding shares, upon such acquisition,may be less than ninety (90) percent of its charter capital.

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29.5             At least thirty (30)days before the commencement of the period within which the shares are to beacquired, the Company, acting through its General Director, shall notify theholders of the categories (classes) of shares it has decided to acquire.

Such notice shall contain the following information:

-                    the officialname and location of the Company;

-                    the categories(classes) of shares to be acquired;

-                    the number ofshares to be acquired in each category (class);

-                    theacquisition price of the shares;

-                    the form ofand term for the payment for the shares;

-                    the officiallyestablished date for the commencement of the share acquisition;

-                    the officiallyestablished date for the completion of the share acquisition; and

-                    the address towhich a completed, written shareholder’s offer to sell such shareholder’sshares 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 tothe Company.

Such notice shall be given by registered mailaddressed as specified in the list of shareholders and nominee holders of theCompany prepared as of the date on which the decision to acquire shares is madeby the General Shareholders’ Meeting or the Board of Directors. In the event anominee shareholder is registered in the register of shareholders of theCompany, such notice shall be delivered to the nominee shareholder.

The responsibility for the forwarding of such noticeto the shareholder shall rest with the nominee holder and shall be governedunder the agreement between the nominee holder and his client.

29.6             Each shareholderholding shares of the categories (classes) to be acquired shall have the rightto sell them and the Company shall acquire such shares.

29.7             A shareholder holdingshares of the categories (classes) to be acquired may within the set termdeliver to the Company a filled-out offer to sell its Company shares.

The offer shall be sent by registered mail orpersonally delivered to the Company at the address specified in the notice. Theshareholder shall have the notice specify the banking details to which theCompany shall transfer the monies for the shares acquired from the shareholder.

The date on which the Company receives the requestshall be deemed to be the date of request.

29.8             In the event the totalnumber of shares offered to the Company exceeds the number of shares theCompany may acquire pursuant to the decision of the General Shareholders’Meeting or the Board of Directors, shares shall be acquired from shareholderspro rata to the offers made.

29.9             A shareholder’scompleted form of an offer, in writing, to sell such shareholder’s shares tothe Company is considered to be the acceptance of the Company’s offer toacquire the specified number of such shares and the order of transfer to theCompany Registrar to make amendments to the register of shareholders of theCompany with respect to the number of shares to be acquired by the Company.

29.10 Within fifteen (15)days of the established final day of acceptance of the shareholders’ offers tosell shares, the Board of Directors shall:

-                    decide on thenumber of shares to be acquired from each shareholder;

-                    oblige theCompany, through the General Director, to pay for the shares being acquired inthe manner and within the terms determined in the decision to acquire shares;

-                    furnish theCompany Registrar with the necessary documents for introducing of relevantamendments to the register of shareholders.

29.11 Shares acquired bythe Company pursuant to the decision taken at the General Shareholders’ Meetingto reduce the charter capital by acquiring shares in order to reduce theirtotal number shall be redeemed 

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at acquisition. The charter capital of the Companyshall be reduced and relevant amendments to this Charter shall be made inaccordance with the procedure provided for under Article 7 hereof for suchinstances.

29.12 Shares acquired bythe Company by a decision of the Board of Directors shall not vote, shall notbe counted in the determination of the quorum or tallying of votes at theGeneral Shareholders’ Meeting, and shall earn no dividends. Such shares shallbe sold by the Company, via the General Director, within one year of theiracquisition; otherwise the General Shareholders’ Meeting shall decide to reducethe charter capital of the Company in the manner provided for under Article 7of this Charter for such instances.

29.13 The Company may notacquire its placed shares for any purpose:

-                    pending fullpayment of the entire charter capital of the Company;

-                    if, as of themoment 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 theacquisition of such shares;

-                    if, as of themoment of their acquisition, the value of the Company’s net assets is, or as aresult becomes, less than its charter capital and reserve fund and the amountby which the liquidation value of the placed preferred shares exceeds the parvalue as determined hereunder;

-                    pending theredemption of all the shares submitted for redemption in accordance with Article 30hereof.

29.14 The Company may notdecide to acquire part of its placed shares in order to reduce their totalnumber if, as a result, consequences provided for under Clause 7.7 hereof mayarise.

29.15 The number ofshares acquired to reduce their total number may not violate the ratio betweenthe Company’s ordinary and preferred shares as determined under Clause 5.2hereof.

**Article 30. Redemption by theCompany of Placed Shares**

30.1             Shareholders holdingvoting shares shall have the right to request that the Company redeem all orpart of their shares in the event the General Shareholders’ Meeting takes thefollowing decisions:

-                    on the Company’sreorganization; or

-                    on theapproval of a major transaction with respect to property with a value exceedingfifty (50) percent of the book value of the Company’s assets as of the date thedecision on such a transaction is made; and

-                    if they votedagainst such decisions or did not take part in the voting.

30.2             Shareholders whofailed to furnish the Company with voting ballots within the time framedetermined 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 shareholdersto request that the Company redeem their shares, ballots in which the options “for”and “abstained” are expressly crossed out and only the option “against” isleft, shall be deemed to be “against.” Invalid ballots shall not be deemed “against”in such instances.

30.3             The list ofshareholders entitled to request that the Company redeem their shares shall bedrawn up on the basis of the data of the register of shareholders of theCompany as of the date of preparation of the list of those entitled to takepart in the General Shareholders’ Meeting with an agenda including issueswhich, if voted on in accordance herewith, may give rise to the right to requestredemption of shares.

30.4             The Company shallredeem shares at their market value, determined by the Board of Directors inthe manner provided for under the applicable laws of the Russian Federationwithout regard for changes resulting from the Company’s actions, which gaverise to the right to request evaluation and redemption of shares.

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30.5             In the event theagenda of the General Shareholders’ Meeting includes items which, if voted onin accordance herewith, may give rise to the shareholders’ right to requestthat the Company redeem shares, the language of the announcement of such aGeneral Shareholders’ Meeting shall also contain the following information:

-                    theshareholders’ right to request that the Company redeem their shares;

-                    the price ofthe shares to be redeemed; and

-                    the procedurefor and timeframe for such redemption.

In such instances, the announcement of the GeneralShareholders’ Meeting shall be accompanied by a special form of shareholderrequest that the Company redeem such shareholder’s shares.

The form of the request shall be approved by the Boardof Directors of the Company.

30.6             A shareholder shallhave the right to deliver its completed form of request, in writing, so thatthe Company redeems its shares within forty-five (45) days of the date therelevant decision is made by the General Shareholders’ Meeting.

The request shall be sent by registered mail ordelivered personally to the Company at the address specified in theannouncement of the General Shareholders’ Meeting.

The date on which the request is mailed or directlydelivered shall be deemed to be the date when the request was sent by mail oractually submitted.

30.7             A shareholder’scompleted form of request, in writing, that its shares be redeemed shallconstitute acceptance of the Company’s offer to redeem the specified number ofsuch shares and the order of transfer to the Company registrar to makeamendments to the register of shareholders of the Company with respect to thenumber of shares to be redeemed by the Company.

30.8             The total amount ofcash channeled by the Company into the redemption of shares may not exceed ten (10) percentof the value of the Company’s net assets as of the date of the decision thatenabled shareholders to request that the Company redeem their shares.

In the event the total number of shares requested tobe redeemed exceeds the number of shares which the Company may redeem in viewof the above restriction, shares shall be redeemed from the shareholders, prorata to the requests made.

30.9             Within 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 onthe number of shares to be redeemed from each shareholder and so notify theregistrar of the Company.

30.10 Shares redeemed bythe Company in the event of its reorganization shall be redeemed at redemption.Shares redeemed by the Company in other instances provided under Clause 30.1hereof 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 theGeneral Shareholders’ Meeting and shall not earn dividends. Such shares shallbe sold within one year of the time of their redemption; otherwise the GeneralShareholders’ Meeting shall decide to reduce the charter capital of the Companyby redeeming such shares.

**Article 31. Major Transactions**

31.1             The followingtransactions (including borrowing, lending, pledging and surety transactions)shall be deemed to be major transactions:

a transaction or a series of interrelated transactionsconnected with the acquisition, alienation or possible alienation by theCompany, directly or indirectly, of property with a value of 25 or more percentof the book value of the Company’s assets determined according to itsaccounting statements as of the latest reporting date except transactionsperformed in the usual course of business, transactions related to theplacement by subscription (sale) of the Company’s ordinary shares and transactionsrelated to the placement of issued securities and convertible into the Company’sordinary shares.

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31.2             The price of theproperty (services) to be alienated or acquired (the market value of suchproperty) in a major transaction, including subsequent alienation oracquisition, shall be determined by the Board of Directors in the mannerprovided for under the applicable laws of the Russian Federation.

31.3             The decision on theapproval, including subsequent approval, of a major transaction with respect toproperty valued at twenty-five (25) to fifty (50) percent of the book value ofthe Company’s assets shall be made by the Board of Directors by a unanimousvote of the members of the Board of Directors taking part in the meeting orvoting by absentee vote. The votes of retired members of the Board of Directorsshall be disregarded.

In the event no unanimity of the Board of Directors onthe approval of a major transaction is achieved, the Board of Directors maydecide to submit the matter of such a major transaction to the GeneralShareholders’ Meeting for decision.

In such instances the decision to approve a majortransaction shall be made by a majority of votes of the shareholders holdingvoting shares and taking part in the General Shareholders’ Meeting.

31.4             The decision on theapproval, including subsequent approval, of a major transaction with respect toproperty valued over fifty (50) percent of the book value of the Company’sassets shall be made at the General Shareholders’ Meeting by a three-quartersmajority of votes of the shareholders holding voting shares and taking part inthe General Shareholders’ Meeting.

31.5             In the event a majortransaction is also an interested party transaction, only the provisions of Article 32hereof shall apply.

**Article 32.Interested Party Transaction**

32.1             Transactions(including borrowing, lending, pledging and surety transactions) in which amember of the Board of Directors, the person performing the functions of theCompany’s individual executive body (including the provisional individualexecutive body of the Company, managing company or manager), a member of theManagement Board of the Company or a shareholder holding, together with itsaffiliates, twenty (20) or more percent of the Company’s voting shares or theperson entitled to issue binding instructions to the Company, i.e.,predominantly participating in the charter capital of OJSC Rostelecom or havinga relevant agreement with OJSC Rostelecom pursuant to which, or pursuant to theOJSC Rostelecom Charter, such person is entitled to issue binding instructionsto OJSC Rostelecom, who’s interests shall be performed by the Company inaccordance with the provisions of this Article.

Such persons shall be deemed interested in the Company’stransaction if such persons, their spouses, parents, children, brothers,sisters, half-brothers, half-sisters, adoptive parents, adoptees and/or any oftheir affiliates:

-                    are a partyto, beneficiaries of, intermediaries or representatives in such transaction;

-                    hold (each separatelyor in aggregate) twenty (20) or more percent of the voting shares (interest or equity participation) in alegal entity which is a party to, beneficiary of, intermediary orrepresentative in such transaction; or

-                    hold positionsin 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 Chartershall not apply and decision-making to approve the transaction by the Board ofDirectors or the General Shareholders’ Meeting of the Company under this Article shallnot be required:

-                    with respectto transactions in which all Company’s shareholders are interested;

-                    with respectto the exercise of the preemptive right to acquire shares placed by theCompany;

-                    with respectto the acquisition and redemption by the Company of placed shares;

-                    with respectto the reorganization of the Company in the form of consolidation (merger) ifthe other company involved in the consolidation (consolidation) holds more thanthree-quarters of all of the Company’s placed voting shares.

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32.2             The persons specifiedin Clause 32.1 hereof shall notify the Board of Directors, the Audit Commissionand the External Auditor of the Company:

-                    of the legalentities in which they hold, separately or jointly with their affiliate(s),twenty (20) or more percent of voting shares (interest, equity participation);

-                    of the legalentities in governing bodies of which they serve; and

-                    of thetransactions they are aware of, which they are performing or are to perform andin which they may be recognized as interested parties.

32.3             The decision on theapproval of an interested party transaction shall be made by the Board ofDirectors or the General Shareholders’ Meeting in the manner provided for underthe Federal Law of the Russian Federation “On Joint Stock Companies”.

In the event all members of the Board of Directors arerecognized as parties interested in a transaction and/or are not disinteresteddirectors, the Board of Directors may, by a majority of votes of the members ofthe Board of Directors present at the meeting or taking part in the absenteevote, submit the matter of the approval of such transaction and determinationof the market value of such property to the General Shareholders’ Meeting ofthe Company for consideration.

32.4             An interested partyshall be liable to the Company for the amount of losses inflicted by it on theCompany. In the event several parties are so liable, their liability to theCompany shall be joint and several.

32.5             Transactions withlegal entities in which Company employees are participants (shareholders,members, contributors, etc.), members of governing bodies or employees shall beperformed by decision of the Company’s governing body so authorized under theCompany’s internal regulations and, in the absence of such decision, may bedeclared invalid.

**Article 33. Affiliates**

33.1             A person shall berecognized as an affiliate in accordance with the requirements of the laws ofthe Russian Federation.

33.2             The affiliates of theCompany shall notify the Company, in writing, of the amount of Company sharesthey hold, specifying the number and categories (classes) of such shares,within ten (10) days of the date of acquisition of such shares.

33.3             In the event theCompany sustains a loss of property as a result of the failure of an affiliateto provide such information or as a result of a delay in its provision, theaffiliate shall be liable to the Company for the loss so inflicted.

33.4             The Company shall haveits affiliates recorded and information about them disclosed in accordance withthe requirements of the laws of the Russian Federation.

**Article 34. Company’sBookkeeping and Accounts**

34.1             The Company shall keepits books and submit financial statements in accordance with the proceduredetermined under the legal acts of the Russian Federation. The Company shallkeep centralized books to produce financial results for the Company as a whole;branches shall not have separate independent balance sheets of their own.

34.2             The General Directorshall be responsible under the legal acts of the Russian Federation for theorganization, status and authenticity of the Company’s books, prompt submissionof the annual statement and financial statements to the relevant authoritiesand the providing of information on the operations of the Company to theshareholders and creditors and disclosed in accordance with the laws of theRussian Federation.

34.3             The accounting policyand the organization for the circulation of documents within the Company andits branches and representative offices shall be determined under an orderissued by the General Director.

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34.4             The fiscal year of theCompany shall be from 1 January to 31 December.

34.5             The accuracy of thedata contained in the annual statement of the Company and in its annualaccounting statements shall be confirmed by the Audit Commission of theCompany.

Prior to the publication by the Company of the abovedocuments, the Company shall engage an External Auditor without anyproperty-related connections with the Company or its shareholders in order toannually verify and confirm the Company’s annual financial statements.

34.6             The Company’s annualstatements shall be subject to preliminary approval by the Board of Directorsat least thirty (30) business days prior to the deadline for the acceptance ofvoting ballots at the annual General Shareholders’ Meeting.

34.7             The Company shalldisclose the information provided for under Clause 92.1 of the Federal Law ofthe Russian Federation “On Joint Stock Companies.”

**Article 35. Company’s Documents**

35.1             The Company shall keepthe following documents:

-                    this Charter,duly registered amendments and additions hereto, the resolution on theestablishment of the Company and the certificate of the Company’s stateregistration;

-                    documentsevidencing the Company’s rights to the property on its balance sheet;

-                    Companyinternal regulations approved by the General Shareholders’ Meeting and othergoverning bodies of the Company;

-                    regulations onthe Company’s branches and/or representative offices;

-                    annualstatements;

-                    prospectusesfor the issuing of Company shares;

-                    accountingrecords;

-                    accountingstatements submitted to relevant authorities;

-                    minutes ofGeneral Shareholders’ Meeting of the Company and meetings of the Board ofDirectors, the Audit Commission and the Management Board of the Company;

-                    lists of theCompany’s affiliates;

-                    opinions ofthe Audit Commission, the auditor of the Company and state and municipalfinancial supervision authorities;

-                    votingballots;

-                    powers ofattorney (copies of powers of attorney) issued to the shareholders’representatives for participation in the General Shareholders’ Meeting of theCompany;

-                    reports ofindependent assessors on matters to be reported on by an independent assessorin accordance with this Charter and the laws of the Russian Federation;

-                    lists ofpersons entitled to take part in the General Shareholders’ Meeting and entitledto receive dividends, as well as other lists drawn up by the Company for theshareholders to exercise their rights in accordance with the requirements ofthe Federal Law of the Russian Federation “On Joint Stock Companies”;

-                    issuer’squarterly reports and other documents containing information to be published orotherwise disclosed in accordance with the applicable legislation; and

-                    otherdocuments provided for under the Company’s internal regulations, resolutions ofthe General Shareholders’ Meeting, the Board of Directors and the Company’sexecutive bodies, as well as documents provided for under the laws and otherlegal acts of the Russian Federation.

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35.2             The Company shall keepthe documents provided for under Clause 35.1 hereof at the location of itsexecutive body or at another location known and accessible to the Company’sshareholders, creditors and other interested parties.

35.3             Copies of thedocuments specified in Clause 35.1 hereof shall be provided upon requestcontaining information about the full name and passport data of the requestingparty (full name, location and state registration details for a legal entity),number of the individual account in the register of shareholders of theCompany, number and categories (classes) of its shares and title of thedocument requested or its copy; such copies shall be provided in the manner andwithin the terms established under the Company’s internal regulations.

**Article 36. Reorganization ofthe Company**

36.1             The Company may bevoluntarily reorganized by a decision of the General Shareholders’ Meeting.

Other grounds and procedures for the Company’sreorganization shall be determined under the current laws of the RussianFederation.

36.2             The Company may bereorganized by way of consolidation, consolidation, division, spin-off ortransformation into a different organizational and legal form in the mannerprovided for under the Federal Law of the Russian Federation “On Joint StockCompanies.”

36.3             Aside from instancesof reorganization in the form of merger, the Company shall be deemedreorganized as of the moment of state registration of the newly establishedlegal entities.

In the event of the Company’s reorganization by way ofmerger with another company, the former shall be deemed reorganized as of themoment the state registration authority makes an entry on the winding up of theacceded company in the unified state register of legal entities.

36.4             In the event of theCompany’s reorganization, relevant amendments shall be made to this Charter,and an acknowledgment of transfer or a separate balance sheet shall be drawnup.

The acknowledgment of transfer or separate balancesheet shall contain a provision on succession with respect to all of theCompany’s obligations and all of its creditors and debtors.

The acknowledgment of transfer or separate balancesheet shall be approved at the General Shareholders’ Meeting by a majority ofvotes of the holders of the Company’s voting shares taking part in the meeting.

36.5             Within thirty (30)calendar days of the date of the decision to reorganize or, in the event of theCompany’s reorganization in the form of consolidation or merger, within 30 daysof the date the decision on such reorganization is made by the last companyinvolved in such consolidation or merger, the Company shall give notice of thisin writing to its creditors and publish an announcement of the Company’sdecision on reorganization in a publication which publishes information on thestate registration of legal entities. A creditor shall have the right to claimearly termination or performance of the Company’s obligations and reimbursementof related damages by giving notice in writing within thirty (30) calendar daysof the date the Company notifies the creditor of the reorganization or withinthirty (30) calendar days of the date the announcement of the Company’sdecision to reorganize is published.

In the event the acknowledgment of transfer orseparate balance sheet makes it impossible to determine the Company’ssuccessor, the legal entities established as a result of such reorganizationshall be jointly and severally liable for the obligations of the Company to itscreditors.

**Article 37. Liquidation of theCompany**

37.1             The Company may beliquidated voluntarily by decision of the General Shareholders’ Meeting or bycourt decision in the instances and in the manner provided for under thecurrent laws of the Russian Federation.

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37.2             In the event of theCompany’s voluntary liquidation, the Board of Directors shall submit the matterof the Company’s liquidation and appointment of a liquidation commission to theGeneral Shareholders’ Meeting for decision.

The General Shareholders’ Meeting shall decide toliquidate the Company and appoint a liquidation commission with a numericalmembership equal to that of the Board of Directors, as determined hereunder.

In the event of involuntary liquidation, theliquidation commission may be appointed by the court which shall also determineits numerical membership.

37.3             As of the moment ofits appointment, the liquidation commission shall assume all of the powers tomanage the affairs of the Company. The liquidation commission shall representthe Company in court.

The liquidation commission shall be liable under thenorms of the Russian Federation’s civil law for losses inflicted on theCompany, its shareholders and third parties.

37.4             The liquidationcommission shall publish an announcement of the Company’s liquidation and theprocedure and deadline for the filing of claims by its creditors. Suchannouncement shall be published in publications which publish information on the registration of legal entities. Theterm for the filing of creditors’ claims may not be less than two months fromthe date of publication of the announcement of the Company’s liquidation.

37.5             In the event theCompany has no obligations to creditors as of the moment the decision toliquidate the Company is made, its property shall be distributed among theshareholders in accordance with Clause 10.4.3 hereof.

37.6             The liquidationcommission shall take steps to identify its creditors and to recover accountsreceivable and shall notify its creditors in writing of the Company’sliquidation.

37.7             Upon the expiration ofthe period for the filing of creditors’ claims, the liquidation commissionshall draw up an interim liquidation balance sheet which shall containinformation on the composition of the Company’s property, the claims filed bycreditors and the results of their consideration.

The interim liquidation balance sheet shall beapproved by the General Shareholders’ Meeting with the consent of the Company’sstate registration authority.

37.8             In the event the valueof the Company’s property is insufficient for settlements with all of theCompany’s creditors, and in the event of its voluntary liquidation, theliquidation commission Chairman appointed by the General Shareholders’ Meetingshall apply to an arbitrazh court requesting that a simplified procedure forthe bankruptcy of a debtor being liquidated be applied to the Company.

37.9             Payments of cashamounts to the Company’s creditors shall be made by the liquidation commissionin the order determined under Clause 64.1 Civil Code of the Russian Federation.

37.10         Upon completion ofsettlements with the creditors, the liquidation commission shall draw up aliquidation balance sheet to be approved by the General Shareholders’ Meetingwith the consent of the Company’s state registration authority.

37.11         Company property thatremains after the completion of settlements with the creditors shall bedistributed by the liquidation commission among the shareholders in thefollowing 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 Apreferred shares and the par value of Class A preferred shares(liquidation value of Class A preferred shares) shall be paid; and

-                    third, Companyproperty shall be distributed among the shareholders holding ordinary sharesand Class A preferred shares with due regard for the previously paid parvalue of Class A preferred shares.

37.12 Property withineach category shall be distributed after distribution of property within theprevious category is completed.

In the event the Company’s property is insufficientfor the payment of accrued but not paid dividends and the liquidation value asdetermined hereunder to all of the shareholders holding preferred shares, 

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the property shall be distributed among theshareholders holding preferred shares pro rata to the number of their shares.

37.13         Liquidation of theCompany shall be deemed completed and the Company shall be deemed to haveceased to exist as of the moment the state registration authority (registrationauthority) makes a relevant entry in the unified state register of legalentities.

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**Exhibit to the Charter**

**of the Open Joint Stock Company**

**Long-Distanceand International Telecommunications Rostelecom**

**LISTof Branches and Representative Officesof the Open Joint Stock Company**

**Long-Distanceand 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 ofBekasovo, Naro-Fominsk District, Moscow Oblast).

2. RepresentativeOffices:

2.1 Representative Officein Geneva (Rue de Lausanne 94, 1202 Geneva, Switzerland);

2.2 Representative Officein Yerevan, Republic of Armenia (Yerevan, 375010, Nalbadyana st., 28).

**GeneralDirector                                                                                                                             DmitryYe. Yerokhin**

 

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