Exhibit1.2  REGULATIONS ON THE
GENERAL SHAREHOLDERS MEETINGOF  OPEN
JOINT STOCK COMPANY
LONG-DISTANCE AND INTERNATIONAL TELECOMMUNICATIONS ROSTELECOM  (restated
version No.3)   Moscow 2009


1.
  GENERAL PROVISIONS.1.1.
  These
  Regulations on the General Shareholders Meeting (hereinafter, these
  Regulations) shall, in accordance with the Civil Code of the Russian
  Federation, the Federal Law On Joint Stock Companies, other applicable
  legislation of the Russian Federation and the Charter of Open Joint Stock
  Company Long-Distance and International Telecommunications Rostelecom
  (hereinafter, the Company), govern the procedure for the conduct of the
  General Shareholders Meeting and other matters in connection with the
  preparation for and holding of, the annual and extraordinary General
  Shareholders Meetings of the Company.2.
  GENERAL SHAREHOLDERS MEETING: TYPES, FORMS AND TERMS OF HOLDING.2.1.
  The
  General Shareholders Meeting shall be the supreme governing body of the
  Company.2.2.
  The
  Company shall annually hold the annual General Shareholders Meeting.2.3.
  The
  authority of the General Shareholders Meeting is governed by the Federal Law
  On Joint Stock Companies. Items within the authority of the General
  Shareholders Meeting shall not be resolved by the executive body of the
  Company. Items within the authority of the General Shareholders Meeting
  shall not be resolved by the Board of Directors, expect for cases set out in
  the Federal Law On Joint Stock Companies. The General Shareholders Meeting
  shall not discuss and resolve items beyond its authority.2.4.
  The
  General Shareholders Meeting shall not resolve items not included in its
  agenda or amend the agenda.2.5.
  At
  the annual General Shareholders Meeting, the following matters shall be
  decided upon:·election of the
  Board of Directors of the Company;·election of the
  Auditing Commission of the Company;·approval of the
  external auditor of the Company;·approval of
  annual reports, annual financial statements, including the profit and loss
  statements (profit and loss accounts) of the Company, and distribution of
  profits, including payment (declaration) of dividends, and losses of the
  Company as per the results of the financial year;·decision-making
  on other matters relegated pursuant to the Federal Law On Joint Stock
  Companies to the competence of the General Shareholders Meeting.  2.6.
  The
  General Shareholders Meetings convened aside from the annual meeting shall
  be extraordinary meetings.The
  extraordinary General Shareholders Meeting shall be held upon decision of
  the Board of Directors on its own initiative or at the request of the
  Auditing Commission of the Company, of the external auditor of the Company or
  of a shareholder/s holding at least 10 (ten) percent of the Companys voting
  shares as of the date of the request, in accordance with the procedure
  established hereunder.2.7.
  The
  General Shareholders Meeting may be held in the form of:·a meeting,
  i.e., collective presence of shareholders to discuss items on the agenda and
  decide on the items put to a vote;·absentee
  voting.The
  General Shareholders Meeting with an agenda including the election of the
  Board of Directors of the Company, election of the Auditing Commission of the
  Company, approval of the external auditor of the Company, approval of annual
  reports and annual financial statements, including profit and loss statements
  (profit and loss accounts) of the Company, and matters concerning distribution
  of profits, including payment (declaration) of dividends, and losses of the
  Company as per the results of the fiscal year may not be held in the form of
  absentee voting.  2.8.
  The
  annual General Shareholders Meeting shall be held no sooner than 4 (four)
  months and no later than 6 (six) months from the end of the financial year.2.9.
  The
  extraordinary General Shareholders Meeting convened at the request of the
  Audit Commission of the Company, the external auditor of the Company or a
  shareholder/s holding at least 10 (ten)  2


percent
  of the Companys voting shares shall be held within 40 (forty) days from the
  moment of submission of the request for the convocation of the extraordinary
  General Shareholders Meeting.2.10.
  The
  extraordinary General Shareholders Meeting convened at the request of the
  Auditing Commission of the Company, the external auditor of the Company or a
  shareholder/s holding at least 10 (ten) percent of the Companys voting
  shares with an agenda including election of members of the Board of Directors
  of the Company shall be held within 70 (seventy) days from the moment of
  submission of the request for the convocation of the extraordinary General
  Shareholders Meeting.2.11.
  In
  the event the number of members of the Board of Directors of the Company is
  below the number constituting a quorum for meetings of the Board of Directors
  of the Company, the extraordinary General Shareholders Meeting convened by
  decision of the Board of Directors of the Company on its own initiative to
  decide on the election of the Board of Directors of the Company shall be held
  within 90 (ninety) days from the moment of adoption by the Board of Directors
  of the Company of the decision to hold such a meeting.2.12.
  Except
  for the case specified in Section 2.11 hereof, the extraordinary General
  Shareholders Meeting convened by decision of the Board of Directors of the
  Company on its own initiative to decide any matters within the competence of
  the General Shareholders Meeting, including:·early
  termination of the powers of the Board of Directors of the Company and
  election of the Board of Directors of the Company (when the number of  members of the Board of Directors of the
  Company is not below the quorum for holding meetings of the Board of
  Directors of the Company);·election of the
  Board of Directors of the Company (when the Board of Directors was not
  elected for any reason);shall
  be held within the period determined by the Board of Directors of the Company
  with due regard for the requirements of applicable law and the Company
  Charter.  2.13.
  If
  the Board of Directors did not decide to convene the extraordinary General
  Shareholders Meeting within the timeframe set by the applicable laws of the
  Russian Federation or rejected to convene the extraordinary General
  Shareholders Meeting, the extraordinary General Shareholders Meeting may be
  convened by those bodies or persons who have the authority to convene such
  meeting.The bodies or persons initiating convention of the extraordinary
  General Shareholders Meeting shall have documents proving the receipt of the
  request to convene the extraordinary General Shareholders Meeting by the
  Company. Otherwise, their right to convene the extraordinary General
  Shareholders Meeting may be limited.If the Companys Registrar receives a request from the Companys
  shareholder to provide him/her with the list of persons entitled to
  participate in the extraordinary General Shareholders Meeting, it shall
  obtain evidence proving the receipt of such request by the Company on the
  basis of documents provided by the shareholder or of the information provided
  by the Company.3.
  PROCEDURE FOR THE SUBMISSION OF
  PROPOSALS ON THE INCLUSION OF ITEMS IN THE AGENDA OF THE ANNUAL GENERAL
  SHAREHOLDERS MEETING AND ON THE NOMINATION OF CANDIDATES TO THE COMPANYS
  BODIES ELECTED BY THE GENERAL SHAREHOLDERS MEETING AND FOR THE SUBMISSION OF
  A REQUEST FOR THE CONVOCATION OF AN EXTRAORDINARY GENERAL SHAREHOLDERS
  MEETING.3.1.
  Proposals
  on the inclusion of items in the agenda of the annual General Shareholders
  Meeting, proposals on the nomination of candidates to the Companys bodies
  elected by the General Shareholders Meeting and requests for the convocation
  of an extraordinary General Meeting may be submitted:·by mailing same to the legal
  address of the Company as specified in the Companys Charter; or·by delivery against
  signature to the person performing the functions of the sole executive body
  of the Company, the Chairman of the Board of Directors of the Company or
  other person authorized under the Companys internal documents to accept
  correspondence in writing addressed to the Company  3.2.
  A proposal on the inclusion of items in the agenda of the annual
  General Shareholders Meeting and a proposal on the nomination of candidates
  to the Companys bodies elected by the General Shareholders Meeting shall
  contain the information provided for under Article 53 of the Federal Law
  On Joint Stock Companies and the Companys Charter.  3


A
  request for the convocation of an extraordinary General Shareholders Meeting
  shall contain the information provided for under Article 55 of the
  Federal Law On Joint Stock Companies and the Companys Charter.Relevant
  requirements of Article 53 of the Federal Law On Joint Stock Companies
  and the Companys Charter shall apply to a proposal on the nomination of
  candidates to the Companys bodies elected by the General Shareholders
  Meeting contained in a request for the convocation of an extraordinary
  General Shareholders Meeting.3.3.
  A
  proposal to the agenda of the annual General Shareholders Meeting, a
  proposal on the nomination of candidates to the Companys bodies elected by
  the General Shareholders Meeting and a request for the convocation of the
  extraordinary General Meeting shall be deemed submitted by the shareholders
  (shareholders representatives) who signed them.3.4.
  The
  percentage of voting shares held by the shareholder/s proposing an item of
  the agenda of the annual General Shareholders Meeting and/or nominating
  candidates to the Companys bodies elected by the General Shareholders
  Meeting shall be determined as of the date such proposal is submitted.The
  percentage of voting shares held by the shareholder/s requesting the
  convocation of an extraordinary General Meeting shall be ascertained as of
  the date such request is submitted.3.5.
  If
  a proposal to the agenda of the annual General Shareholders Meeting, a
  proposal on the nomination of candidates to the Companys bodies elected by
  the General Shareholders Meeting or a request for the convocation of the
  extraordinary General Meeting is signed by a shareholders representative,
  attached to such proposal (request) shall be a power of attorney (duly
  certified copy of a power of attorney) containing such information about the
  representative and the principal as shall be contained, under the Federal Law
  On Joint Stock Companies and these Regulations, in a power of attorney for
  voting drawn up in accordance with the requirements of the Federal Law On
  Joint Stock Companies to the drawing-up of powers of attorney for voting.In
  the event a power of attorney whereunder the shareholders representative who
  signed the proposal or request is acting has been issued by way of
  sub-delegation, in addition to the duly certified copy of such power of
  attorney the proposal (request) shall be accompanied by a duly certified copy
  of the power of attorney under which the sub-delegating power of attorney was
  issued.3.6.
  In
  the event a proposal to the agenda of the annual General Shareholders
  Meeting, a proposal on the nomination of candidates to the Companys bodies
  elected by the General Shareholders Meeting or a request for the convocation
  of an extraordinary General Meeting is signed by a shareholder
  (representative of a shareholder) whose rights to shares are registered in
  the depo account with a depositary, attached to such proposal (request) shall
  be an extract from such shareholders depo account with the depositary
  registering the rights to such shares.3.7.
  If
  candidates for the Board of Directors or the Auditing Commission of the
  Company are nominated, attached to the proposal shall be a written consent of
  the candidates nominated. In the event of self-nomination, the candidates
  written request shall be deemed to have been received.3.8.
  If
  a proposal on the agenda of the annual General Shareholders Meeting or a
  proposal on the nomination of candidates to the Companys bodies elected by
  the General Shareholders Meeting is mailed, the date on which such proposal
  is submitted shall be the date indicated in the imprint of the date-stamp
  evidencing the date of mailing.If
  a request for the convocation of an extraordinary General Shareholders
  Meeting is sent by unregistered mail, the date such request is submitted
  shall be the date indicated in the imprint of the date-stamp evidencing the
  date of receipt of such mailed item, and if a request for the convocation of
  an extraordinary General Shareholders Meeting is sent by registered mail, it
  shall be the date the mailed item is delivered to the addressee against
  signature.3.9.
  If
  a proposal to the agenda of the annual General Shareholders Meeting, a
  proposal on the nomination of candidates to the Companys bodies elected by
  the General Shareholders Meeting or a request for the convocation of an
  extraordinary General Shareholders Meeting is delivered against signature,
  the date of delivery shall be the date such proposal or request is submitted.3.10.
  The
  Board of Directors of the Company shall consider the proposals submitted with
  respect to the agenda of the annual General Shareholders Meeting or
  proposals submitted on the nomination of candidates to the Companys bodies
  elected by the General Shareholders Meeting and make relevant decisions
  within 5 (five) days of the expiry of the period for the submission of
  proposals as determined under the Companys Charter.   4


Proposals
  on the agenda of the annual General Shareholders Meeting or proposals on the
  nomination of candidates to the Companys bodies elected by the General
  Shareholders Meeting received by the Company after the established deadline
  for the consideration of proposals shall also be considered by the Board of
  Directors in accordance with the procedure provided for under applicable law.3.11.
  Proposals
  on the inclusion of items in the agenda of the annual General Shareholders
  Meeting, proposals on the nomination of candidates to the Companys bodies
  elected by the General Shareholders Meeting and requests for the convocation
  of the extraordinary General Shareholders Meeting received by the Company
  may be revoked by the persons submitting such proposals or requests. Such
  revocation shall be sent by any means provided for under Clause 3.1 hereof
  for the submission of proposals and requests. In such cases, the date the Company
  receives the mailed item or the date the revocation is delivered shall be
  deemed to be the date the revocation is received by the Company or the
  revocation is submitted to the Company.4.
  PREPARATION
  FOR THE HOLDING OF A GENERAL SHAREHOLDERS MEETING.4.1.
  When
  preparing to hold a General Shareholders Meeting, the Board of Directors of
  the Company shall determine:·the form in
  which the General Shareholders Meeting is to be held;·the date,
  location and time of the General Shareholders Meeting and the mailing
  address to which completed voting ballots may be sent or, if the General
  Shareholders Meeting is to be held in the form of absentee voting, the final
  date of acceptance of voting ballots and the mailing address to which completed
  voting ballots are to be sent;·the time at
  which registration of those participating in the General Shareholders
  Meeting is to commence;·the date on
  which the list of persons entitled to participate in the General
  Shareholders Meeting is to be prepared;·the agenda of
  the General Shareholders Meeting;·the type/s of
  preferred shares whose holders are entitled to vote on items of the agenda of
  the General Shareholders Meeting;·the procedure
  for notifying the shareholders of the holding of the General Shareholders
  Meeting;·the list of
  information (materials) to be provided to the shareholders in preparation for
  the General Shareholders Meeting and the procedure for the provision of such
  information; and·the form and
  the wording of the voting ballot.  4.2.
  In
  determining the time at which General Shareholders Meeting is to be held,
  account should be taken of the number of items on the agenda of the meeting.
  The time of a meeting shall be between 9.00 a.m. and 10.00 p.m.
  local time.4.3.
  In
  determining the time registration of those taking part in the General
  Shareholders Meeting is to commence, the number of such persons on the
  relevant list shall be taken into consideration.4.4.
  While
  approving the agenda of the General Shareholders Meeting, the Board of
  Directors of the Company shall have the right to consolidate two or more
  items within the competence of the General Shareholders Meeting into one
  item on the agenda of the meeting.Consolidation
  of items shall only be permitted if decision on one of such items is
  impossible without decision-making on other interrelated items.The
  following may not be consolidated:·items to be
  voted on by different groups of voters; and·items to be
  decided by dissimilar numbers of votes cast by shareholders holding voting
  shares and taking part in the meeting.  5


5.
  NOTIFICATION OF THE GENERAL SHAREHOLDERS MEETING.5.1.
  Notice
  of the General Shareholders Meeting shall be given in the manner and by the
  deadlines determined under the Companys Charter.5.2.
  Notice
  of the General Shareholders Meeting shall specify the following:·full official
  name and location of the Company;·form in which
  the General Shareholders Meeting is to be held (meeting or absentee voting);·date, location
  and time of the General Shareholders Meeting and the mailing address to
  which completed voting ballots may be sent or, in the event the General
  Shareholders Meeting is to be held in the form of absentee voting, the final
  date of acceptance of voting ballots and the mailing address to which
  completed voting ballots are to be sent;·time when
  registration of the persons (or their representatives) participating in the
  General Shareholders Meeting is to commence;·date for the
  preparation of the list of persons entitled to participate in the General
  Shareholders Meeting;·agenda of the
  General Shareholders Meeting;·procedure to be
  followed by representatives of persons entitled to participate in the General
  Shareholders Meeting to evidence their powers; and·procedure for
  review of the information (materials) to be provided, in preparation for the
  General Shareholders Meeting, to those entitled to take part in it and the
  address/es where such information is made available (address (location) of
  the Companys sole executive body and other addresses where such information
  (materials) will be available).  5.3.
  In
  addition to the information specified in Clause 5.2  4.4 hereof, notice of
  the General Shareholders Meeting may contain other information on the
  procedure for shareholders participation in the General Shareholders
  Meeting.6.
  QUORUM AT THE GENERAL SHAREHOLDERS MEETING; RECONVENED GENERAL
  SHAREHOLDERS MEETING.6.1.
  The
  General Shareholders Meeting shall have the right to take decisions (have a
  quorum) if shareholders holding, in aggregate, more than one-half of the
  votes of the Companys placed voting shares, participate in such General
  Shareholders Meeting.Shareholders
  registered for participation and shareholders whose voting ballots were
  received no later than 2 (two) days prior to the date of the General
  Shareholders Meeting shall be deemed to have participated in the General
  Shareholders Meeting. Shareholders whose voting ballots were received prior
  to the final ballot acceptance date shall be deemed to have participated in a
  General Shareholders Meeting held in the form of absentee voting.6.2.
  In
  the absence of a quorum for the annual General Shareholders Meeting a
  reconvened General Shareholders Meeting with the same agenda shall be held.
  In the absence of a quorum for an extraordinary General Shareholders Meeting
  a reconvened General Shareholders Meeting with the same agenda may be held.A
  reconvened General Shareholders Meeting shall have the right to take
  decisions (have a quorum), if shareholders holding, in aggregate, at least 30
  (thirty) percent of the Companys placed voting shares participate in such
  reconvened General Shareholders Meeting.In
  the event a reconvened General Shareholders Meeting is held within less than
  40 (forty) days of an adjourned General Shareholders Meeting, those entitled
  to participate in the General Shareholders Meeting shall be determined in
  accordance with the list of persons entitled to participate in the adjourned
  General Shareholders Meeting.6.3.
  To
  reflect the results of the determination of the quorum on the agenda items of
  the General Shareholders Meeting by Companys Registrar performing the
  functions of a tallying commission minutes on quorum determination shall be
  drawn up and signed by those authorized by the Registrar.  6


In
  the event a quorum is present for the General Shareholders Meeting, the
  quorum determination minutes shall be drawn up within 15 (fifteen) days of
  the closure of the meeting or of the final date for the acceptance of voting
  ballots if the meeting is held in the form of absentee voting.In
  the event there is no quorum for the General Shareholders Meeting, the
  quorum determination minutes shall be drawn up within 15 (fifteen) days of
  the originally planned date of the adjourned meeting or the originally
  planned final date for the acceptance of voting ballots if the meeting was to
  be held in the form of absentee voting.7.
  VOTING GROUPS AT THE GENERAL SHAREHOLDERS MEETING.7.1.
  If
  the agenda of a General Shareholders Meeting includes items to be voted on
  by different groups of voters, the quorum for decision-making on such items
  shall be determined separately. The absence of a quorum for decision-making
  on items to be voted on by one group of voters shall not prevent
  decision-making on items on which other groups of voters are to vote and for
  which the quorum is present.7.2.
  Matters
  within the competence of the General Shareholders Meeting for which the
  quorum shall be determined separately shall include the following:  7.2.1.
  election
  of members of the Auditing Commission and early termination of their powers;7.2.2.
  decision-making
  to approve related-party transactions;7.2.3.
  reorganization
  of the Company;7.2.4.
  liquidation
  of the Company, appointment of the liquidation commission and approval of the
  interim and final liquidation balance sheets;7.2.5.
  amendments
  and additions to the Companys Charter restricting the rights of shareholders
  holding preferred shares of a certain class, including determination or
  increase of the amount of dividends and/or liquidation value payable on the
  preferred shares of the preceding priority and granting to the shareholders
  holding preferred shares of other classes of preferences in the priority of
  dividend and/or share liquidation value payment.  7.3.
  The
  right to vote at the General Shareholders Meeting on the matter specified in
  Clause 7.2.1 hereof shall be granted to the shareholders holding Companys
  shares voting on all matters within the competence of the General Shareholders
  Meeting, with the exception of members of the Board of Directors of the
  Company and persons holding positions in the governing bodies of the Company.The
  right to vote at the General Shareholders Meeting on the matter specified in
  Clause 7.2.2 hereof shall be granted to the shareholders holding Companys
  shares voting on all matters within the competence of the General
  Shareholders Meeting and having no interest in the transaction.The
  right to vote at the General Shareholders Meeting on the matters specified
  in Clauses 7.2.3 and 7.2.4 hereof shall be granted to the shareholders
  holding the Companys ordinary shares and to the shareholders holding the
  Companys preferred shares of each class.The
  right to vote at the General Shareholders Meeting on the matter specified in
  Clause 7.2.5 hereof shall be granted to the shareholders holding the
  Companys ordinary shares voting on all matters within the competence of the
  General Shareholders Meeting and to the shareholders holding the Companys
  preferred shares of each class rights under which shares are restricted.7.4.
  The
  composition of those voting on agenda items of the General Shareholders
  Meeting shall be determined as of the date the list of those entitled to take
  part in the General Shareholders Meeting is drawn up.7.5.
  If
  the quorum on different agenda items of the meeting is to be determined
  separately, the quorum determination minutes shall state the presence/absence
  of a quorum for each of such items.8.
  BODIES ESTABLISHED TO HOLD THE GENERAL SHAREHOLDERS MEETING.8.1.
  The
  General Shareholders Meeting shall be presided over by the General Director
  of the Company unless the Board of Director decides otherwise. The Chairman
  of the General Shareholders Meeting shall conduct the meeting and, among
  other things:  8.1.1.
  declare
  the meeting open and closed;8.1.2.
  introduce
  those presenting information on agenda items;  7


8.1.3.
  control
  deliberations on agenda items; and8.1.4.
  perform other functions
  provided for hereunder.  8.2.
  For
  the purposes of participation in the conduct of a General Shareholders
  Meeting held in the form of a meeting, the Chairman of the meeting may decide
  to form a Presidium of the General Shareholders Meeting.The
  Chairman and members of the Presidium shall jointly conduct the General
  Shareholders Meeting and perform the functions provided for under Clauses
  8.1.1  8.1.3 hereof.8.3.
  If,
  at the extraordinary General Shareholders Meeting convened by decision of
  bodies and persons entitled to request the convocation of the extraordinary
  General Meeting, the person who is to preside at the General Shareholders
  Meeting in accordance with the Company Charter is absent, the General
  Shareholders Meeting shall be chaired by the person who made the decision to
  convene the extraordinary General Shareholders Meeting (or his/her
  representative) or, if the decision to convene the extraordinary General
  Shareholders Meeting was made by several persons or members of a joint body,
  by one of them in accordance with their decision which shall be reflected in
  the minutes of the General Shareholders Meeting.8.4.
  In
  order to keep minutes of the General Shareholders Meeting, the Chairman of
  the General Shareholders Meeting shall appoint a Secretary (Secretariat) of
  the General Shareholders Meeting.8.5.
  The
  Secretary (Secretariat) of the General Shareholders Meeting shall perform
  the following functions:·provide answers to questions
  asked by participants in the General Shareholders Meeting with respect to
  its rules of procedure and related to the application of these
  Regulations and compliance with the requirements of applicable law, as well
  as take measures to resolve conflicts connected with the rules of
  procedure of the General Shareholders Meeting;·arrange for the keeping of
  the minutes of the General Shareholders Meeting.  8.6.
  The
  functions of the Companys tallying commission shall be performed by the
  Registrar of the Company. Registrar of the Company performing the functions
  of the tallying commission shall verify the powers of and register persons
  participating in the General Shareholders Meeting, determine the quorum of
  the General Shareholders Meeting, clarify matters arising in connection with
  the exercise by shareholders (or their representatives) of voting rights at
  the meeting, clarify the voting procedure on matters to be voted on, ensure
  the observation of the established voting procedure and the rights of
  shareholders to participate in voting, tally the votes, sum up the voting
  results, draw up the minutes of the voting results, submit voting ballots to
  the archives and perform other functions provided for hereunder.Registrar
  of the Company performing the functions of the tallying commission shall have
  the right:·to keep books
  and other registers in any form at its discretion; and·to determine the form of the minutes to be kept in
  accordance with the requirements of applicable law and these Regulations.  9.
  PROCEDURE FOR HOLDING THE GENERAL SHAREHOLDERS MEETING AND VOTING ON
  THE AGENDA ITEMS OF THE GENERAL SHAREHOLDERS MEETING HELD IN THE
  FORM OF A MEETING (JOINT PRESENCE OF SHAREHOLDERS TO DISCUSS AGENDA ITEMS
  AND TAKE DECISIONS ON MATTERS PUT TO A VOTE).9.1.
  The
  persons included in the list of persons entitled to participate in the
  General Shareholders Meeting (or their representatives) shall be registered
  for the purposes of participation in the General Shareholders Meeting,
  except for persons (or their representatives) whose voting ballots were
  received no later than two days prior to the date of holding the meeting. The
  persons entitled to participate in the General Shareholders Meeting (or
  their representatives) whose voting ballots were received no later than 2
  (two) days prior to the date of holding the General Shareholders Meeting,
  have the right to attend the meeting.If,
  prior to the registration of a representative of a person entitled to take
  part in the meeting, the Company or the Registrar performing the functions of
  the tallying commission receives notice of such representatives replacement
  (withdrawal), the person entitled to take part in the meeting (including the
  new representative acting under a power of attorney for voting) shall be
  registered for participation in the meeting.  8


Acquirers
  of shares transferred after the date the list of those entitled to take part
  in the meeting was drawn up shall be registered for participation in the
  meeting provided the person included in the list of those entitled to take
  part in the meeting has issued the acquirers with powers of attorney to vote
  such shares.A
  shareholder holding the Companys voting shares may participate in the
  General Shareholders Meeting either in person or through his/her
  representative. A shareholder shall have the right to replace his/her
  representative at the General Shareholders Meeting at any time or to participate
  in the General Shareholders Meeting in person.Should
  a shareholder have several representatives, the powers of attorney issued to
  each of them shall clearly differentiate the powers of each representative,
  including the number of shares held by the shareholder and empowering each
  representative to vote on agenda items of the General Shareholders Meeting.A
  shareholder holding the Companys non-voting shares shall have the right to
  attend General Shareholders Meetings conducted in the form of a meeting.A
  shareholders representative at the General Shareholders Meeting shall act
  in accordance with the powers based on a written power of attorney. The power
  of attorney for the voting at the General Shareholders Meeting shall contain
  information about the shareholder being represented and about the
  representative (full name of an individual (or name and organizational and
  legal form of a legal entity), place of residence or location, passport data
  of an individual (or information on the state registration of a legal
  entity)).The
  head of a corporate shareholder may participate in the General Shareholders
  Meeting without a power of attorney, based on documents evidencing his/her
  powers as a person entitled to act on behalf of such organization without a
  power of attorney (protocol, minutes, order on appointment, etc.) and his/her
  personal identification documents.9.2.
  The
  General Shareholders Meeting held in the form of a meeting shall be declared
  open if by the time of its commencement there is a quorum with respect to at
  least one item on the agenda of the meeting. Registration of those who are
  entitled to take part in the General Shareholders Meeting and who did not
  register for participation in the General Shareholders Meeting prior to its
  commencement shall be terminated at the close of discussion of the last
  agenda item with respect to which there is a quorum.9.3.
  In
  the event there is no quorum on any of the agenda items as of the moment of
  the beginning of the General Shareholders Meeting, the Registrar performing
  the functions of tallying commission shall so inform the Chairman of the
  General Shareholders Meeting. The Chairman of the General Shareholders
  Meeting shall decide on the period of adjournment of the beginning of the
  General Shareholders Meeting. The beginning of the General Shareholders
  Meeting may not be adjourned for more than 2 (two) hours.In
  the event the beginning of the General Shareholders Meeting is adjourned,
  the minutes of the General Shareholders Meeting shall reflect the actual
  time of the beginning of the General Shareholders Meeting.9.4.
  Items
  shall be considered and voted on at the General Shareholders Meeting in the
  order of priority determined in the approved agenda.The
  order in which the items are to be considered may be changed by decision of
  the Chairman of the meeting.9.5.
  Discussion
  of items on the agenda of the General Shareholders Meeting shall consist of
  the provision to the persons participating in the meeting of information on
  the agenda items and of the provision to them (if required) of clarifications
  on agenda items and on the information furnished to them.Items
  of the agenda of the General Shareholders Meeting shall be discussed in
  accordance with the procedure established by Clauses 9.6  9.9 hereof.9.6.
  Persons
  participating in the General Shareholders Meeting shall receive information
  on the agenda item under discussion in the form of reports (statements)
  delivered by:·the speakers appointed and
  announced by the Chairman of the meeting;·persons (or their
  representatives) who participate in the meeting and have announced their
  intention to provide additional information on agenda items. Such
  announcements shall be submitted in writing to the Chairman of the General
  Shareholders Meeting prior to the  9


commencement
  of the consideration of the relevant agenda item. The announcement shall
  specify the name of the person, the wording of the agenda item to be reported
  on, the time required for the speech and the number of votes to be cast by
  such person on the agenda item under discussion.  9.7.
  Each
  person (or representative) taking part in the meeting shall have the right to
  request clarifications on any agenda item and on the information presented
  from the Chairman of the meeting, members of the Presidium or the person/s
  presenting such information. Such request shall be submitted in writing to
  the Chairman of the General Shareholders Meeting prior to the commencement
  of consideration of the next agenda item. The request shall specify the name
  of the person participating in the meeting and the number of votes to be cast
  by such person on the agenda item under discussion.Each
  request in writing duly filled out shall be considered at the meeting.If,
  in the opinion of the Chairman of the meeting, a member of the Presidium or a
  person/s providing information, it is impossible to immediately provide an
  exhaustive clarification or if a person (representative) taking part in the
  meeting requests a clarification in writing on the item of interest to
  him/her, such clarification in writing shall be furnished to the applicant
  within 10 (ten) days after the General Shareholders Meeting is closed.
  Clarification in writing may only be furnished if the request is duly filled
  out in accordance with the first paragraph of this clause.9.8.
  The
  time for the delivery of reports (information) on items of the meetings
  agenda and of clarifications in response to requests shall be determined by
  the Chairman of the meeting, provided that:·a speaker appointed by the
  Chairman of the meeting shall have at least 10 minutes but no more than 45
  minutes to speak;·a person (representative)
  taking part in the meeting and providing additional information on an agenda
  item shall have at least 5 minutes to speak;·a person making a
  clarification in response to a request shall have at least 10 minutes to
  speak.A speaker does not need to
  use up all the time allotted to him/her by the Chairman of the meeting.The Chairman of the meeting
  may not comment on a report or interrupt a speaker except where the speaker
  breaches the rules of procedure provided for hereunder.  9.9.
  The
  necessity for breaks during the General Shareholders Meeting and their
  duration shall be determined by the Chairman of the meeting.No
  break in the General Shareholders Meeting may be announced during the
  discussion of an agenda item.9.10.
  The
  persons (or their representatives) registered to participate in the General
  Shareholders Meeting shall be given an opportunity to vote on agenda items
  at any time from the moment of their registration until the expiry of the
  voting period determined pursuant to Section 9.11 hereof and the
  commencement of the tallying of the results of the vote.9.11.
  Following
  the discussion of the last item of the agenda of the General Shareholders
  Meeting with respect to which there is a quorum, the Chairman of the meeting
  shall additionally allot no more than 30 minutes for voting on the items of
  the agenda of the meeting.9.12.
  The
  results of the vote and the resolutions adopted at the General Meeting may
  be:·announced at the General
  Shareholders Meeting; or·duly communicated to the
  persons entitled to take part in the meeting.  9.13.
  The
  General Shareholders Meeting shall be closed:·when all the resolutions
  approved by the meeting and the results of the vote have been announced as
  provided for under subclause 1 of Clause 9.12 hereof; or·when the period of time
  allotted for voting on agenda items as per Clause 9.11 hereof expires as
  provided for under subclause 2 of Clause 9.12 hereof.  A
  General Shareholders Meeting by the beginning of which there was a quorum
  with respect to certain agenda items only may not be closed if by the moment
  registration is completed enough persons were registered to provide a quorum
  for decision-making on other items on the agenda of the General Shareholders
  Meeting.  10


9.14.
  After
  the minute on the results of the vote is drawn up and the minutes of the
  General Shareholders Meeting are signed, the voting ballots shall be sealed
  by the Registrar of the Company performing the functions of tallying
  commission and handed over to the Companys archives for safekeeping.10.
  VOTING BALLOT AT THE GENERAL SHAREHOLDERS MEETING.10.1.
  Agenda
  items of the General Shareholders Meeting shall only be voted on by voting
  ballots.The
  voting ballot shall be sent or handed out against signature to each person
  specified in the list of persons entitled to participate in the General
  Shareholders Meeting in accordance with the procedure and by the deadline
  determined for the notice of the General Shareholders Meeting.At
  the request of persons who are registering for participation in a General
  Shareholders Meeting to be held in the form of a meeting and whose voting
  ballots have not been received by the Company or were received later than 2
  (two) days prior to the date of the meeting, they may only be issued with
  voting ballots marked to show they are duplicates.In
  case a General Shareholders Meeting is held in the form of a meeting, if the
  Company or the Registrar performing the functions of tallying commission
  receives, from a person entitled to take part in the General Shareholders
  Meeting, notice of replacement (withdrawal) of his/her representative prior
  to such the registration of the representative whose powers are being
  terminated, the person entitled to take part in the meeting (including the
  new representative acting under a voting power of attorney) shall be issued
  with voting ballots.If
  a General Shareholders Meeting is held in the form of a meeting, the
  registered acquirers of shares transferred after the date of completion of
  the list of persons entitled to take part in the meeting shall be issued with
  voting ballots if the person included in the list of those entitled to take
  part in the meeting has issued powers of attorney to such acquirers to vote
  such shares.If
  a General Shareholders Meeting is held in the form of an absentee voting,
  the acquirers of shares transferred after the date of completion of the list
  of persons entitled to take part in the meeting, if the person included in
  the list of those entitled to take part in the meeting has issued powers of
  attorney to such acquirers to vote such shares, shall only be issued with
  voting ballots if such acquirers apply to:·the Company, if
  the Company itself sends (issues) voting ballots; or·the Registrar
  of the Company if voting ballots are sent (issued) by the Registrar under a
  contract with the Company.  10.2.
  The
  voting ballot shall contain:  10.2.1.
  the
  full official name and location of the Company;10.2.2.
  the
  form in which the meeting is to be held (meeting or absentee voting);10.2.3.
  date,
  location and time of the General Shareholders Meeting and the mailing
  address to which filled-out voting ballots may be sent or, in the event the
  General Shareholders Meeting is to be held in the form of an absentee
  voting, the final date of acceptance of voting ballots and the mailing
  address to which filled-out ballots are to be sent;10.2.4.
  the
  language of resolutions on each item (name of each candidate) on which such
  ballot is to vote;10.2.5.
  voting
  options with respect to each agenda item  for , against or abstain  
  and margins opposite each voting option to mark the number of votes cast for
  each voting option and, if the voting ballot is used in a cumulative vote to
  elect members of the board of directors, also containing:·an indication
  that the members of the Board of Directors of the Company are elected by a
  cumulative vote and an explanation of the nature of a cumulative vote;·a margin for
  marking, opposite the name of each candidate, the number of votes cast for
  the relevant candidate by the person taking part in the meeting and opting
  for ;·clarifications
  stating that the fraction of a vote obtained by multiplying the number of
  votes held by the shareholder of a fraction of a vote by the number of
  persons to be elected to the Board of Directors of the Company may only be
  cast in favor of one candidate;  11


10.2.6.
  an
  indication that the voting ballot is to be signed by the shareholder; and10.2.7.
  clarifications
  that:·the voter may
  only select one voting option except where the voting is in accordance with
  the instructions of persons who acquired shares after the date of the list of
  persons entitled to take part in the meeting or in accordance with the
  instructions of holders of depositary securities;·if the ballot
  contains more than one voting option, the margins for the number of votes
  cast for each voting option are to indicate the number of votes cast for the
  relevant voting option and that the voting is in accordance with the
  instructions of the acquirer of shares transferred after the date of the list
  of those entitled to take part in the meeting and/or in accordance with the
  instructions of holders of depositary securities;·the one voting
  under a power of attorney issued with respect to shares transferred after the
  date of the list of those entitled to take part in the General Shareholders
  Meeting shall, in the margin with the number of votes marked opposite the
  chosen voting option, indicate the number of votes cast for the chosen voting
  option and indicate that the voting is under a power of attorney issued with
  respect to shares transferred after the date of the list of those entitled to
  take part in the meeting;·if, after the
  date of the list of those entitled to take part in the meeting, not all of
  the shares were transferred, the voter shall, in the margin to indicate the
  number of votes opposite the chosen voting option, indicate the number of
  votes cast for the chosen voting option and note that part of the shares was
  transferred after the date of the list of those entitled to take part in the
  meeting. If, with respect to shares transferred after the date of the list of
  those entitled to take part in the meeting, the instructions received from
  the acquirer of such shares coincide with the chosen voting option, such
  votes shall be summed.  10.3.
  In addition to the above,
  the voting ballot may indicate:  10.3.1.
  the
  language of every item put to a vote and the order of priority of its
  consideration;10.3.2.
  the
  manner in which the chosen voting option is indicated;10.3.3.
  the
  full name of the person entitled to take part in the General Shareholders
  Meeting;10.3.4.
  the
  number of votes the person entitled to take part in the General Shareholders
  Meeting may cast with respect to each item on the agenda of the meeting;10.3.5.
  margins
  where the persons who have indicated the number of votes cast for the chosen
  voting option/s may mark, in each case, that:·the voting is
  in accordance with the instructions of the acquirer of shares transferred
  after the date of the list of persons entitled to take part in the meeting;·the voting is
  in accordance with the instructions of holders of depositary securities;·the voting is
  under a power of attorney issued with respect to shares transferred after the
  date of the list of those entitled to take part in the meeting;·part of the
  shares was transferred after the date of the list of those entitled to take
  part in the meeting;  10.3.6.
  other
  information determined by the Board of Directors of the Company or provided
  for under applicable law.  The
voting ballot may not contain two or more items on the agenda of the General
Shareholders Meeting if the voting on such items is to be by different groups
of voters.  10.4.
  The
  following shall be deemed invalid:  10.4.1.
  voting
  ballots in which the voter chose more than one voting option except where the
  voting is in accordance with the instructions of persons who acquired shares
  after the date of the list of those entitled to take part in the meeting or
  in accordance with the instructions of holders of depositary securities;10.4.2.
  voting
  ballots received by the Company and signed by a representative acting under a
  power of attorney if the Company or the Registrar performing the functions of
  tallying commission  12


receives
  notice of replacement (withdrawal) of such representative no later than 2
  (two) days prior to the date of the General Meeting;10.4.3.
  two
  or more voting ballots discovered filled out by the same person in which,
  with respect to the same item on the agenda of the General Shareholders
  Meeting, the same person chose different voting options except where the
  voting ballots are signed by a person who has issued a voting power of
  attorney with respect to shares transferred after the date of the list of
  those entitled to take part in the meeting and/or by persons acting under
  such powers of attorney in which the margins indicating the number of votes
  cast for each voting option indicate the number of votes cast for the
  relevant voting option and bear relevant marks provided for under Clauses
  10.2 and 10.3 hereof;10.4.4.
  a
  voting ballot on the election of the members of the Auditing Commission of
  the Company in which the for  voting option is chosen for more candidates
  than the number of persons to be elected to the Auditing Commission of the
  Company except where the voting ballots are signed by a person voting shares
  transferred after the date of the list of those entitled to take part in the
  meeting in accordance with the instructions received from the acquirers of
  such shares and/or a person voting shares circulating beyond the boundaries
  of the Russian Federation in the form of depositary securities in accordance
  with the instructions received from the holders of depositary securities and
  contain the relevant markings provided for under Clauses 10.2 and 10.3
  hereof.  10.5.
  In
  the event a voting ballot contains several items put to a vote, the
  invalidation of the ballot with respect to one or more items shall not entail
  the invalidation of the ballot as a whole.10.6.
  The
  votes represented by a voting ballot declared invalid with respect to one,
  several or all the items voted on with such ballot shall not be counted in
  the tallying of the results of the vote on the items with respect to which
  the ballot is declared invalid.The
  invalidation of a voting ballot with respect to one, several or all the items
  voted on with such ballot shall not constitute grounds for the exclusion of
  the votes cast under such ballot from the tallying of the quorum.11.
  COSTS OF PREPARING AND HOLDING THE GENERAL SHAREHOLDERS MEETING.11.1.
  The
  Management Board of the Company shall draw up and approve a list of costs of
  the preparation for and holding of the annual and extraordinary General
  Shareholders Meeting convened by decision of the Board of Directors on its
  own initiative or at the request of the Auditing Commission of the Company,
  the external auditor of the Company or shareholder/s holding at least 10
  (ten) percent of the Companys voting shares as of the date of the request.11.2.
  In
  the event no decision is made within the period determined by the Board of Directors
  of the Company for the convocation of the extraordinary General Shareholders
  Meeting or the convocation was refused and the extraordinary General
  Shareholders Meeting is convened by bodies and persons requesting its
  convocation and the General Shareholders Meeting decides that the costs of
  preparing for and holding of the General Shareholders Meeting should be
  reimbursed by the Company, only documented costs incurred by the bodies and
  persons authorized to convene and and conduct such extraordinary General
  Shareholders Meeting shall be reimbursed.12.
  PROCEDURE FOR APPROVING THESE REGULATIONS AND FOR AMENDMENTS AND
  ADDITIONS HERETO.12.1.
  These
  Regulations shall be approved at the General Shareholders Meeting by a
  majority of votes of the shareholders holding the Companys voting shares and
  participating in the meeting.12.2.
  Additions
  and amendments to these Regulations may be introduced by the General
  Shareholders Meeting by a majority of votes of the shareholders holding the
  Companys voting shares and participating in the meeting.12.3.
  If,
  as a result of a change in the Russian Federation law or the Companys
  Charter, certain provisions of these Regulations come into conflict with such
  changes, these Regulations shall apply inasmuch as they do not conflict with
  applicable law and the Companys Charter.  13