Exhibit 1.1    APPROVED
by General Shareholders Meeting
June 16, 2007  Minutes No. 1 dated June 29 , 2007     CHARTER  of Open
Joint Stock Company 
Long-Distance and International Communications Rostelecom   (restated
version No. 8)  registered
by the Moscow Registration Chamber  on
September 23, 1993, Registration No. 0 2 1. 8 3 3  OGRN
1027700198767     Moscow  2007


Open Joint Stock Company
Long-Distance and International Telecommunications Rostelecom (hereinafter -
the Company) is established in accordance with the Law of the Russian
Federation No. 1531-I On Privatization of State and Municipal Enterprises
in the Russian Federation, dated July 3, 1991 as amended by the Law of
the Russian Federation, dated June 5, 1992, and pursuant to the State
Program for Privatization of State and Municipal Enterprises of the Russian
Federation for the Year 1992 approved by Resolution No. 2980-1 of the
Supreme Council of the Russian Federation, dated July 11, 1992.  The founder of the Company
is the State Committee of the Russian Federation for Management of State
Property.  The Company is the legal
successor of the State Communications Enterprise Rostelecom, and has thus
acquired the rights and obligations arising from the participation in AO
Intertelecom, as well as the rights and obligations formerly held by the state
enterprises incorporated into the State Enterprise Rostelecom.  Based on the decision
adopted by the General Shareholders Meeting of Rostelecom on June 26,
1999, the Company was reorganized by way of merger to it of Open Joint Stock
Company Moscow International and Long-Distance Telephone (OJSC MMT), registered
by the Moscow Registration Chamber on September 22, 1993, Registration No. 6316.  In accordance with the
Transfer Certificate, dated June 17, 1999 and Merger Agreement No. 465,
dated June 17, 1999, between the Company and JSC MMT, approved by the
General Shareholders Meeting of OJSC Rostelecom on June 26, 1999 and by
the General Shareholders Meeting of JSC MMT on June 29, 1999, the Company
is a legal successor to all rights and obligations of the Open Joint Stock
Company Moscow International and Long-Distance Telephone in respect of all
debtors and creditors, including obligations in dispute.  On August 28, 2000, the
Moscow Registration Chamber registered the termination of JSC MMT as a result
of its reorganization by way of merger with OJSC Rostelecom.  The legal status of the
Company is determined by the Civil Code of the Russian Federation, the Law of
the Russian Federation On Joint Stock Companies, other laws of the Russian
Federation, other legal acts of the Russian Federation adopted by appropriate
state bodies within their competence, and by this Charter.  In the event that the
applicable federal laws and other legal acts of the Russian Federation are
further amended or supplemented, this Charter will remain effective in all
respects not contradicting the binding rules thereof.  In respect of issues not
covered by this Charter, the Company shall be guided by the applicable laws of
the Russian Federation, as well as by other legal acts adopted by appropriate
state bodies within their authority.  The Company is established
for an unlimited term.  Article 1.
Name and Location of the Company  1.1.ThefullofficialnameoftheCompanyis  The abbreviated official name of the Company is OAO .  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.  2


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.  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.  3


2.11.Branches and representative
offices are not legal entities and participate in the Companys business on
behalf of the Company, on the basis of individual Regulations of the Branch,
approved by the General Director.  2.12.The Company is liable for
obligations arising in the process of the branches participation in business
on behalf of the Company.  2.13.Subsidiaries and dependent
companies are separate legal entities, which are not liable for the Companys
obligations, and the Company is not liable for the obligations of its
subsidiaries unless the applicable laws of the Russian Federation provide
otherwise.  2.14.The Company independently
devises plans of production, business and other activities, as well as programs
for the social development of its employees. The Companys plans are generally
based on contracts made with consumers of products and services, and with
suppliers of logistical and other resources, as well as on decisions of the
Companys Executive Bodies and Board of Directors adopted within their
authority established by this Charter.  2.15.The sale of products,
performance of work and provision of services is regulated by prices and rates
established by the Company at its own discretion, unless otherwise provided by
the applicable laws.  2.16.The Company is authorized to
join, at its own discretion, the existing or/and newly created unions,
associations, inter-industry, regional and other affiliations, on terms complying
with the applicable antimonopoly laws of the Russian Federation and through the
procedures stipulated by the laws and other legal acts of the Russian
Federation.  2.17.The Company is authorized to
hire, for its business, Russian and foreign specialists and independently
decide on the form, system, amount and type of their remuneration.  The Company is entitled to
reimburse members of the Companys Board of Directors and Management Board and
other officers for the damages incurred by them in the course of performance of
their assigned responsibilities and/or the Companys representative functions,
arising out of claims, suits and demands raised against members of the Companys
Board of Directors and Management Board and other officers, and as a result of
imposition of sanctions of a pecuniary nature, by third persons, including
sanctions imposed by state and municipal authorities.  The Company is entitled to
enter into agreements to insure against liability for damage of members of the
Companys Board of Directors and Management Board and other officers, which
they may cause to third persons during performance of their assigned
functions and/or the Companys representative functions.  2.18.The Company is entitled to
perform other activities not prohibited by the law.  2.19.To comply with the state,
social, economic and tax policy of the state, the Company undertakes to arrange
for the safekeeping of documents (managerial, financial, business,
staff-related, and others), to transfer, for the safekeeping by the state,
documents of historic and scientific value, and to provide for safekeeping and
use, through an established procedure, of staff-related documents and personal
information of the Companys employees.  Article 3.
Goals and Scope of the Business of the Company  3.1.The primary goal of the
Company is to create a profit.  3.2.The Company provides
services of long-distance and international communications in compliance with
its licenses, arranges for, on a contractual basis, the transfer of information
through backbone and central office networks, leases (by means of rendering
services) communication lines, line links, group and network paths, voice
frequency channels, lines and means of sound and visual broadcast and data
transfer channels, and carries out marketing research and sales of services.  3.3.The Company operates,
acquires, rents, and performs design and research works, functions as a general
building contractor, reconstructs and builds new communication lines, data
transfer networks and switch equipment, television, radio and radio broadcast
systems and other objects of communications in the territory of the Russian
Federation and abroad to satisfy consumer demands for various services of
long-distance and international communications, television, and radio
broadcasts.  4


The Company, for its own incentives, performs
design, prospecting and construction works in connection with construction and
restoration of housing, social warehouse buildings, transport communications
and other infrastructures.  3.4.The Company arranges for
transportation of goods and passengers to maintain operation of its existing
and newly constructed communication facilities (shipping within suburbs and the
cities, territories (krai, oblast) and republics within the borders of the
Russian Federation).  3.5.As an entity with full legal
capacity, the Company has civil rights and performs obligations necessary to
conduct all types of activities, which are not prohibited by the applicable
laws of the Russian Federation.  3.6.In cases provided for by the
applicable laws of the Russian Federation, the Company shall perform certain
activities on the basis of licenses obtained through the established procedure.  3.7.The Company assures that all
consumers have equal access to its proprietary communication lines and
facilities, and provides priority access thereto to defense, government,
security and law enforcement bodies, including access in emergency cases.  3.8.The Company performs foreign
economic activities in accordance with the applicable laws of the Russian
Federation.  3.9.The Company ensures the
protection of state secrets, communication secrets and other secrets protected
by applicable laws of the Russian Federation.  Article 4.
Branches and Representative Offices of the Company  4.1.The Company has various
branches and representative offices listed in the Attachment, which is an
integral part hereof.  4.2.The opening of other
branches and other representative offices of the Company, as well as the
liquidation of branches and closing of representative offices, shall be
effected upon a decision of the Board of Directors of the Company, adopted by a
simple majority of votes of the directors taking part in the meeting or in
the absentee vote.  The opening of other
branches and representative offices of the Company, as well as the liquidation
of branches and closing of representative offices, shall not be deemed as the
Companys reorganization.  4.3.Introduction of amendments
and additions to the Companys Charter in connection with the opening of
branches and representative offices of the Company and the liquidation of
branches and closing of representative offices is effected upon the decision of
the Board of Directors, adopted by a simple majority of votes of the directors
present at the Board of Directors meeting, or by absentee voting.  4.4.After a decision on the
foundation (liquidation) of a branch or a representative office is adopted by
the Board of Directors of the Company, the General Director approves (declares
ineffective) the Regulations on the relevant branch (representative office), in
accordance with the Model Regulations on the Companys Branch (Representative
Office) as approved by the Board of Directors of the Company. Amendments and
additions to the Regulations on Branches (Representative Offices) shall be made
pursuant to the order of the General Director, also in accordance with the
Model Regulations on the Companys Branch (Representative Office), as approved
by the Board of Directors of the Company. Regulations on Branches
(Representative Offices) as approved by the General Director and amendments and
additions thereto within 5 days are to be provided to the Board of Directors of
the Company.  4.5.The director of each Branch
and the head of a representative office (hereinafter, Branch Director) is
appointed by the General Director and acts on the basis of a General Power of
Attorney, which is issued to him/her and which defines the limits of his/her
authority, as well as on the basis of other powers of attorney issued to the
Branch Director for the performance of functions not provided for under the
General Power of Attorney. The director of a branch is a deputy of the General
Director of the Company, in the event that it is expressly provided for in the
Regulations on this particular branch. The General Director shall enter into
(terminate or amend) the employment contract with the head/director appointed
(dismissed) of the branch (representative office).  5


4.6.The director of a branch
shall act on behalf of the Company within the scope of authority granted to him
(her) by the General Power of Attorney and the Regulations on the Branch. In
the event that a director of a branch causes damages to the Company, he (she)
shall reimburse the Company for the full amount of damages, in accordance with
Clause 3 of Article 53 of the Russian Federation Civil Code.  4.7.A branch participates in
business on behalf of the Company, in the territory constituting the branch
operation area (hereinafter Operation Area of the Branch) set by the Company.
The Operation Area of the Branch may cover territories of several
constituent entities of the Russian Federation. In the Operation Area of the
Branch, the Company opens subdivisions included in the branch structure and
subject to its administrative control.  4.8.A branch is financed solely
from the Companys funds.  4.9.The operation of a Branch is
financed on the basis of the budgets approved by the Company for the relevant
period.  4.10.In order to finance a
Branch, the Company may open and close bank accounts, if necessary, for
different types of financing, at the location of the Branch, including the
subdivisions that comprise the structure of, and administratively report to,
the Branch, arrange for a cash office and provide the Branch Director with the
authority to dispose of the funds available on these accounts and in the cash
office.  4.11.To facilitate settlements
with the buyers (consumers) of goods (work, services), the Company may open
and close, at the location of the Branch, including the subdivisions comprising
the structure of, and administratively reporting to, the Branch, bank accounts
and arrange cash offices for settlements in cash. A Brach Director is not
authorized to dispose of funds held in such accounts and in such cash offices.  4.12.A branch is not an
independent tax payer, nor does it have the right to sell goods (works,
services) independently. A branch shall perform the Companys obligations
to pay taxes and duties in accordance with applicable tax laws of the Russian
Federation, Accounting Policy of the Company and Regulations on the Branch.  Article 5.
Charter Capital. Placed and Authorized Shares  5.1.The Charter Capital of the
Company has an amount of 2,428,819.4725 (two million four hundred twenty eight
thousand eight hundred nineteen and four thousand seven hundred twenty five
ten-thousandths) Rubles and is defined as a total of the nominal values of the
placed shares.  Following the Companys registration, holding of the
cheque and cash auctions, cancellation of shares bought-out from shareholders
in the process of the reorganization, and placement of the shares following its
reorganization, the Company has the following placed shares:  seven hundred twenty eight
million six hundred ninety six thousand three hundred twenty (728,696,320)
ordinary shares;  two hundred forty two
million eight hundred thirty one thousand four hundred sixty nine (242,831,469)
preferred shares (Class A).  5.2.The nominal value of a share
of either category is 0.0025 (twenty five ten-thousandths) Rubles each.  All shares of the Company
are registered shares in non-documentary form.  Preferred shares are issued
within twenty five (25) percent of the amount of the Charter Capital specified
in Clause 5.1. hereof.  In accordance with this
Charter, the nominal value of the placed preferred shares of all types may not
be established in an amount exceeding twenty five (25) percent of the Charter
Capital of the Company.  5.3.The Charter Capital shall
determine the minimum amount of the Companys property securing interests of
the creditors of the Company.  5.4.The Company has nine hundred
five million, three hundred thirty thousand two hundred twenty one
(905,330,221) units of authorized ordinary shares with a nominal value of
0.0025 (twenty five ten-thousandths) Rubles each, which the Company is entitled
to place in addition to the placed ordinary  6


shares, through the procedure established in this
Charter, and which, upon placement, shall provide to the owners thereof the
same rights as those provided by the ordinary shares.  5.5.The Company has five hundred
thirty one (531) units of authorized preferred shares of Type A with a nominal
value of twenty five ten-thousandths (0.0025) Rubles each, which the Company is
entitled to place in addition to the placed preferred shares through the
procedure established in this Charter, and which, upon the placement, shall
provide to the owners thereof the same rights as those provided by the
preferred shares of Type A.  Article 6. Increase of the Charter Capital  6.1.The Companys Charter
Capital may be increased through the procedure stipulated by the
applicable laws of the Russian Federation and by this Charter, as follows:  6.1.1.by increasing the nominal
value of shares;  6.1.2.by placing additional
shares.  6.2.The Charter Capital may be
increased without payment by the shareholders for the shares in cash of in
other form, within the limits of the value of the Companys net assets, by
revaluating the fixed assets or by applying one of the procedures for
increasing the Companys property stipulated in Clause 6.1. hereof.  6.3.A decision to increase the
Companys Charter Capital by increasing the nominal value of shares is adopted
at the General Shareholders Meeting of the Company solely upon a proposal made
by the Board of Directors of the Company.  6.4.Any decision to increase the
Charter Capital by placing additional shares shall be adopted by unanimous vote
of all members of the Board of Directors; votes of retired members of the Board
of Directors shall not be counted in the voting.  At that voting, the Board of Directors establishes:  the number of the authorized
ordinary shares scheduled for placement (in case of issuance of ordinary
shares);  the number of authorized
preferred shares of a definite class scheduled for placement (in case of
issuance of preferred shares);  the date of commencement of
the placement of shares, which may not be set as a date earlier than forty
five (45) days following the moment of adopting such decision by the Board of
Directors, where shares are to be placed through public subscription, as well
as the period of placement of the shares, which may not be established
later than six months following the moment of commencement of the shares
placement;  the placement price in the
event that the Company intends to place voting shares and securities
convertible into voting shares through a public subscription with the payment
in monetary form, or a method for determination of such price;  the placement price or a
procedure to determine the price of additional shares to be placed among the
persons enjoying a preemptive right to acquire the shares placed by the
Company;  the procedure for placing
shares through a public or closed subscription;  the term and procedure for
payment of the placed shares;  the form of payment for
shares;  other terms of placement of
the shares not contradicting the applicable laws of the Russian Federation,
other legal acts, or this Charter.  6.5.An increase of the charter
capital of the Company through placement of additional shares by way of the closed
subscription, as well as an increase of the charter capital of the Company
through the placement of additional ordinary shares by way of open
subscription, in the event that the amount of ordinary shares additionally
placed by way of an open subscription exceeds twenty-five (25) percent of the
ordinary shares previously placed by the Company, shall be made upon decision
of the General  7


Shareholders Meeting of the Company, approved by a
three-quarters majority vote of the shareholders holding the Companys voting
shares and participating in the meeting.  An increase of the charter capital of the Company
through placement of additional ordinary shares by way of open subscription
shall be made upon a decision of the Board of Directors of the Company
unanimously approved by all the members of the Board of Directors without
regard for the retired members of the Board of Directors in the event that the
amount of the additionally placed ordinary shares is twenty-five (25) or less
percent of the shares previously placed by the Company.  An increase of the charter capital of the Company
through placement of additional shares at the cost of the Companys property
shall be made upon a decision of the Board of Directors of the Company,
approved unanimously by all the members of the Board of Directors of the
Company, without regard for the votes of the retired members of the Board of
Directors.  6.6.The amount of authorized
shares intended for placement in the event that the Charter Capital is
increased by placing additional shares shall not exceed the amount stipulated
in Clauses 5.4 and 5.5. hereof.  6.7.Following the expiration of
the term for placement of shares established in accordance with Article 6
hereof, or following the placement of the last of the additional shares
allocated for placement, the Board of Directors shall, within twenty days,
approve the results of the placement of additional shares. Such approval shall
be made by a majority of votes of the members of the Board of Directors
participating in the meeting.  Article 7.
Decrease of the Charter Capital  7.1.The Companys Charter
Capital may be decreased through the procedure stipulated by the
applicable laws of the Russian Federation and by this Charter, as follows:  7.1.1.by decreasing the nominal
value of the placed shares of the Company;  7.1.2.by canceling the shares
bought-out by the Company upon the decision of the Board of Directors and not
sold by the Company within 1 (one) year from the date of their redemption by
the Company;  7.1.3.by acquiring a part of
the shares to reduce their total number upon a decision of the General
Shareholders Meeting;  7.1.4.by canceling the shares
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 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.  8


Article 8.
Placement and Payment of the Shares  8.1.The Company is entitled to
place its shares, and other securities that are convertible into shares through
both public and closed subscriptions, except in cases when the applicable laws
of the Russian Federation permit the placement of shares only through public
subscription.  The procedure and term of
the shares placement through public or closed subscription shall be determined
by the Board of Directors or the General Shareholders Meeting of the Company,
as stipulated in Clause 6.4. and Clause 6.5. hereof.  8.2.When increasing the Charter
Capital by placing additional shares, the placed shares should be paid for at a
market value, which shall be established by the Board of Directors together
with the decision to increase the Charter Capital, through the procedure and by
methods stipulated by the applicable laws of the Russian Federation. The market
value of the shares being placed may not be established lower than their
nominal value.  The Company shall place
shares at a uniform market price which shall be applicable to all buyers
of the securities during the whole term of placement.  8.3.When additional shares are
placed, the Company and any buyer of shares execute a civil law agreement on
the purchase of shares. Pursuant to such agreement, the placed shares shall be
paid for within the term specified pursuant to the decision on their placement,
but not later than one year following the moment of placement thereof. The
shares payable in monetary form shall be paid for at the moment of
acquisition thereof in accordance with the decision on placement of such shares.
The shares which are not paid in monetary form, are to be paid in full at their
acquisition unless the decision on placement of additional shares provides for
otherwise.  8.4.The shares being placed may be
paid for in money, securities, other property or property rights, or other
rights evaluated in monies.  Herewith, the shares being placed may not be
paid by offsetting the buyers claims to the Company, nor may such shares
be paid with other securities of the Company.  The form of payment for the additional shares
is to be determined by the decision on the placement of such shares.  In the event that additional shares are placed
through public subscription, payment for the shares shall be effected only in
monetary form unless the decision on the placement of additional shares
provides otherwise.  8.5.Where the shares are to be
paid for in non-monetary form, the monetary value of the property contributed
as payment for the shares shall be determined by a majority of votes of the
members of the Board of Directors taking part in the meeting or in the
absentee vote. The market value of the property contributed as payment for the
shares shall be determined through a procedure established by the applicable
laws.  8.6.The Audit Commission of the
Company shall select and retain an independent appraiser whose participation in
assessing the market value of the contributed property is a mandatory
requirement of the applicable laws of the Russian Federation for the payment of
shares with non-monetary means.  Article 9.
Rights and Obligations of Shareholders Holding Ordinary Shares  9.1.Each ordinary share of the
Company shall provide to its holder an equal scope of rights.  9.2.Each holder of ordinary
shares of the Company shall be entitled:  9.2.1.to sell and otherwise
dispose of the shares held at any time without the consent of other
shareholders or approval from the bodies of the Company;  9.2.2.to participate in a General
Shareholders Meeting with the right to vote on all issues within its
competence. In the event that the shareholder has acquired the ownership of the
shares after the approval by the Board of Directors of the list of shareholders
entitled to participate in the General  9


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.  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  10


of the respective category
(type), which shall be exercised in accordance with the procedure established
under federal law.  9.7The 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;  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;  11


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.  11.3In 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. 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  12


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;  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;  13


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;  14.2.13increase 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;  14.2.14increase 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;  14.2.15placement by the Company of
bonds convertible into shares and of other securities convertible into shares
in the event such bonds (other securities) are placed by way of closed subscription
or public subscription provided that, in the event of public subscription,
bonds convertible into Company shares (other issue securities) may be
converted into ordinary shares of the Company totaling more than twenty-five
(25) percent of the previously placed ordinary shares; such decision shall be
approved by at least three-quarters of votes of the shareholders holding the
Companys voting shares and participating in the meeting;  14.2.16.splitting and consolidation
of the Companys shares, the decision on which shall be adopted by a simple
majority of the Shareholders holding voting shares of the Company participating
in the meeting;  14


14.2.17.approval of transactions in
cases and through the procedures stipulated in Clause 32 of this Charter;  14.2.18.approval of major
transactions in cases and through the procedure stipulated in Clause 31 of this
Charter;  14.2.19.decision on the payment
(declaration) of annual dividends, approval of the amount, form and term
of payment of the dividends payable for each category and class of shares,
which is adopted upon the distribution of the Companys profit and loss, upon
results of the financial year;  14.2.20.decision on participation in
financial and industrial groups, associations and other affiliations of
commercial organizations, which shall be adopted by a simple majority of the
shareholders holding voting shares of the Company participating in the meeting;  14.2.21.decision on matters on which
members of the Board of Directors have failed to vote unanimously, as required
by this Charter or the law On Joint Stock Companies, in order to adopt such
decision;  14.2.22.reimbursement, at the
Companys expense, of expenses in connection with the preparation and holding
of an extraordinary General Shareholders Meeting in the event that, in
violation of the requirements of the applicable laws of the Russian Federation,
the Board of Directors has failed to adopt the decision on convening the
extraordinary General Shareholders Meeting and such meeting has been convened
by third persons, the decision on which is to be adopted by a simple majority
of the Shareholders holding voting shares of the Company participating in the
meeting;  14.2.23.decisions on other matters
referenced by this Charter, to the competence of a General Shareholders
Meeting.  14.3.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 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


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.  16.5The Board of Directors may adopt
a decision rejecting the convening of an extraordinary General Shareholders
Meeting or refusing the inclusion of some of the proposed issues into the
agenda only in the following cases:  the issue (all issues)
proposed for the agenda of the General Shareholders Meeting is not referred by
the law On Joint Stock Companies to the competence of the meeting;  16


shareholders, initiating the
request, do not hold, as of the date such request is submitted to the Company,
the necessary number of voting shares to convene an extraordinary General
Shareholders Meeting;  initiators of the convention
are persons who are not registered, including through a nominee holder, with
the register of shareholders, and (or) do not hold the powers of a
representative of the relevant shareholders;  the request to convene an
extraordinary General Shareholders Meeting contains insufficient information
or the documents that are required to be enclosed therein by this Charter and
the Regulations on the General Shareholders Meeting are missing;  issues which, in accordance
with this Charter, are allowed to be submitted for discussion at a General
Shareholders Meeting only upon the initiative of the Board of Directors, have
been proposed by other persons initiating the convention of the extraordinary
General Shareholders Meeting;  an issue of the agenda
contained in the request for convening an extraordinary General Shareholders
Meeting has already been included in the agenda of the extraordinary or annual
General Shareholders Meeting, which is convened in accordance with the Board
of Directors decision adopted earlier than such request has been received;  an item (all items) proposed
for the agenda of the General Shareholders Meeting does not comply with the
requirements of the Law of the Russian Federation On Joint Stock Companies
and other legal acts of the Russian Federation;  the procedure for submitting
a request for convening a General Shareholders Meeting established by the Law
of the Russian Federation On Joint Stock Companies and this Charter has not
been complied with.  16.6.A substantiated decision
rejecting the extraordinary meeting convention or an issue proposed for the
agenda shall be sent to the persons initiating the convention of such meeting,
not later than 3 (three) days following the adoption of the relevant decision.  Article 17.
Forming the Agenda of a General Shareholders Meeting  17.1.The agenda of the General
Shareholders Meeting is to be approved by the Board of Directors of the
Company.  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.  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;  17


full name (corporate name)
of the shareholder (shareholders) submitting the issue, and information on the
owned shares (number, category, class);  signature of the shareholder
(shareholders) or authorized representatives. In the event that the proposal is
signed on behalf of the shareholder by an authorized representative, the items
proposed for the agenda shall be enclosed with a notarized copy of the power of
attorney or other evidence of the shareholder representatives authority
(including the protocol on the election as a person authorized to represent the
legal entity shareholder without a power of attorney).  17.5.The Board of Directors must
consider the duly proposed items and decide either to include the items into
the agenda or reject the items, not later than 5 (five) days following the end
of the term for accepting the proposal of issues established by this Charter.  17.6.The Board of Directors is
entitled to refuse to include an issue into the agenda of a General
Shareholders Meeting only in such cases as follows:  the deadline established by
this Charter for the acceptance of a proposal has not been met;  the proposed issue does not
meet requirements established herein;  shareholders proposing
issues do not hold, as of the date the items are submitted, a sufficient number
of the voting shares of the Company;  initiators of the proposed
issues are persons which are not registered, including through a nominee, with
the shareholder registry, and/or do not hold powers of representative of the
relevant shareholders;  the issue proposed for the
agenda is not referred to by the applicable laws of the Russian Federation and
this Charter to the competence of the General Shareholders Meeting;  the issue proposed for the
agenda does not comply with the requirements of the Law of the Russian
Federation On Joint Stock Companies or other legal acts of the Russian
Federation;  the issue proposed for the
agenda may be accepted for consideration at the General Shareholders
Meeting only if, as established by this Charter, submitted by the Board of
Directors.  17.7.A substantiated decision
rejecting the issue proposed for the agenda or the candidates nominated to the
bodies of the Company shall be sent to the shareholders initiating the issue
proposal (nomination of the candidates), not later than 3 (three) days
following the adoption of the relevant negative decision.  17.8.The agenda of the General
Shareholders Meeting may not be amended after the shareholders have been
notified of the holding of a General Shareholders Meeting through the
procedure stipulated herein.  17.9.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.  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:  18


the
full name of the candidate, ID document (series and/or number, date and
place of issue, issuing body);  the full name (corporate
name) of the shareholders nominating the candidate, number and category (class)
of shares held by them;  the name of the body of the
Company to which the candidate is nominated;  other information on the
candidates required by this Charter and applicable internal documents;  the signature of the
shareholder (shareholders) or authorized representatives thereof. In the event
that the nominated candidate proposal is signed on behalf of the shareholder by
its authorized representative, the issues proposed for the agenda are submitted
together with a notarized copy of the power of attorney or other evidence of
the powers of the shareholder representative (including the minutes on election
as a person authorized to represent the shareholders interests without a power
of attorney).  17.12.The issues proposed for the
agenda of the General Shareholders Meeting and nominations of candidates to
the Board of Directors and the Audit Commission may be revoked by the
shareholders (the shareholder) which have submitted such proposals.  17.13.The Board of Directors
considers the submitted proposals and decides whether to include them in the
nominated candidates list for voting on elections to the Board of Directors,
Audit Commission, office of General Director or to refuse them not later than
five (5) days following the final term for the acceptance of proposals as
established by this Charter.  17.14.The Board of Directors may refuse
to include the nominated candidates into the list of candidates in the
following cases:  the term established by this
Charter for the acceptance of nominated candidate proposals has not been
complied with;  the shareholders submitting
the proposals do not hold, as of the date the proposal is submitted, a
sufficient number of the voting shares of the Company;  the initiators of the
submitted proposals are persons who are not registered, including through a
nominee, in shareholder registry and/or are not authorized to represent the
relevant shareholders;  the candidates included in
the proposal do not meet the requirements established by the Law of the Russian
Federation On Joint Stock Companies and this Charter for candidates to the
relevant bodies of the Company;  the proposal does not comply
with the requirements of the Law of the Russian Federation On Joint Stock
Companies or other legal acts of the Russian Federation.  17.15.A substantiated decision
refusing to include the nominated candidate into the list of candidates for the
election to the Board of Directors, Audit Commission, the office of the General
Director of the Company shall be sent to the shareholder (shareholders)
initiating the nomination of the candidates, not later than three (3) business
days following the date of adoption of the relevant negative decision.  Article 18.
Convening the General Shareholders Meeting  18.1.An extraordinary General
Shareholders Meeting convened upon the request of the Audit Commission of the
Company, external auditor of the Company or shareholders owning, in aggregate,
not less than ten (10) percent of the voting shares is to be convened not
later than 40 calendar days following the date of the request for holding the
extraordinary General Shareholders Meeting.  In the event that the agenda of the extraordinary
General Shareholders Meeting proposed by the Audit Commission, external
auditor of the Company or by the shareholders holding, in aggregate, not less
than 10 (ten) percent of the voting shares of the Company includes an issue of
electing members of the Board of Directors, such extraordinary General
Shareholders Meeting must be held within 70 (seventy) calendar days from the
date of request for holding the extraordinary General Shareholders Meeting.  19


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.  In cases stipulated for in Clauses 2 and 8 of Article 53 of the
Federal Law On Joint-Stock Companies notice about extraordinary General
Shareholders Meeting should be made at least seventy (70) calendar days before
the meeting.  The following documents shall be sent to the persons entered into the
list of persons entitled to participate in the General Shareholders Meeting by
registered mail:  the text of the announcement
of the holding of the General Shareholders Meeting;  voting ballots.  In the event that the meeting agenda includes items
the voting on which may, in accordance with the Law of the Russian Federation On
Joint Stock Companies, confer to the shareholders the right to request from
the Company redemption of their shares, the shareholders shall also be provided
with a special form to execute a written request to the Company to redeem
the shares held by the shareholder.  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;  20


18.5.2.opinions of the
Audit Commission and external auditor of the Company on the results of the
audit of the annual accounting records of the Company;  18.5.3.information on
the candidates nominated to the Companys Board of Directors;  18.5.4.information on
the candidates nominated to the Companys Audit Commission;  18.5.5.information
about the proposed external auditor of the Company;  18.5.6.draft
amendments and additions proposed to be incorporated in the Charter and
internal documents of the Company, and (or) drafts of the restated Charter and
internal documents;  18.5.7.draft
resolutions of the General Shareholders Meeting proposed by persons authorized
by this Charter to incorporate items into the agenda of a shareholders
meeting, or request the convention of an extraordinary General Shareholders
Meeting;  18.5.8.other
information (materials) necessary to adopt decisions on issues on the agenda of
the General Shareholders Meeting, included by the Board of Directors into the
list of information (materials) to be provided to the General Shareholders
Meeting.  Information mentioned in Clauses 18.5.1.  18.5.7.
of this Charter is to be provided through the procedure established herein, in
the event that the relevant items are included into the agenda of a General
Shareholders Meeting.  18.6.Materials to be provided in
preparation for the General Shareholders Meeting to persons entitled to
participate in the General Shareholders Meeting shall not be sent out to the
shareholders. A person entitled to participate in the General Shareholders
Meeting may review such materials at the addresses indicated in the
notice.  A person entitled to participate in the General
Shareholders Meeting may receive, at the indicated addresses, copies of
all materials of the meeting, and request to send such materials to its address
by mail, provided the mail costs shall be paid by the receiver.  18.7.The General Shareholders
Meeting shall be legally qualified (shall have a quorum) provided that
shareholders holding, in aggregate, more than half of the placed voting shares
of the Company participate therein.  The shareholders registered to attend the meeting
and the shareholders, the ballots from whom have been received not later than
two days prior to the date of holding the General Shareholders Meeting, are
deemed as having participated in the general meeting. The shareholders from
whom the ballots have been received prior to the final date of accepting the
ballots are deemed to have participated in the meeting in the form of
absentee voting.  18.8.In the event that the agenda
of the General Shareholders Meeting includes items to be voted on by holders
of different categories of shares, the quota for voting on such items shall be
determined separately. Herewith, the absence of a quota for voting on the items
to be voted on by shares of one category shall not prohibit the voting on the
issues which may be voted on by shares of the other categories
constituting a quorum required for voting on such issues.  18.9.If the quorum for holding an
annual General Shareholders Meeting is not available, the Board of Directors
must announce the date for holding a repeated General Shareholders Meeting.  If the quorum for holding an extraordinary General
Shareholders Meeting is not available, the Board of Directors is authorized to
announce the date for holding a repeated General Shareholders Meeting.  In the event that the General Shareholders Meeting
is convened upon the initiative of the Board of Directors, the latter shall be
authorized to change, in its decision on the repeated meeting, the form of
holding the meeting.  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.  21


18.11.A repeated General
Shareholders Meeting convened instead of the originally scheduled meeting
shall be deemed legally qualified (shall have a quorum) in the event that it is
attended by the shareholders (shareholders representatives) holding, in
aggregate, not less than thirty (30) percent of votes provided by the voting
shares of the Company, adjusted for the procedure of quorum determination in
accordance with Clauses 18.7. and 18.8. of this Charter.  18.12.In the event that a repeated
General Shareholders Meeting is held earlier than 20 (twenty) days following
the date of the original meeting which was not held, the persons entitled to
participate in the General Shareholders Meeting shall be qualified as such in
accordance with the list of persons entitled to attend the original meeting
which was not held.  Article 19.
The Right to Participate in the General Shareholders Meeting  19.1.The list of persons entitled
to participate in the General Shareholders Meeting shall be prepared on the
basis of the information contained in the Companys Register as of the date
established by the Board of Directors.  19.2.The date of preparing the
list of persons entitled to participate in the General Shareholders Meeting may not
be established earlier than the date of the adopted decision on holding the
General Shareholders Meeting or later than fifty (50) calendar days prior to
the date of holding the General Shareholders Meeting and, if the agenda of the
extraordinary General Shareholders Meeting includes the election of members of
the Board of Directors, not later than sixty five (65) calendar days prior to
the date of holding the General Shareholders Meeting. Herewith, the actual
date shall be established not earlier than thirty five (35)calendar
days prior to the date of holding the General Shareholders Meeting.  In all cases, the date of preparing the list of
persons entitled to participate in the General Shareholders Meeting must
precede the date of informing those persons on holding of the general meeting.  19.3.For the purpose of composing
the list of the shareholders entitled to participate in the General
Shareholders Meeting, a nominee holder of shares shall provide information
with respect to the persons for which benefit it is holding the shares as of
the date of preparing the list.  19.4.The list of persons entitled
to participate in the General Shareholders Meeting shall contain data
stipulated by the Regulations on the General Shareholders Meeting.  19.5.The list of persons entitled
to participate in the General Shareholders Meeting shall include:  shareholders holding fully
paid ordinary shares of any issue of the Company;  shareholders holding fully
paid preferred shares of the Company of any category in cases when the agenda
of the General Shareholders Meeting includes an issue on which the preferred
share of that particular class is entitled to vote, or when the holders of
preferred shares have been conferred the right to vote on all issues within the
competence of the General Shareholders Meeting, in accordance with Article 32
of the Law of the Russian Federation On Joint Stock Companies; and  other persons in accordance
the current legislation.  19.6.Amendments to the list of
persons entitled to participate in the General Shareholders Meeting may be
introduced only in the case of restoration of the violated rights of persons
not included in the aforementioned list as of the date of its preparation, or
in the case of correction of errors, incurred in the course of preparation of
such list.  19.7.In the event that shares are
transferred after the date of preparation, the list of persons entitled to
participate in the General Shareholders Meeting and prior to the date of
holding the General Shareholders Meeting, the persons included in such list
must issue to the acquirer of shares a power of attorney for voting or to vote
at the General Shareholders Meeting in compliance with the written
instructions of the acquirer of the shares. The above provision shall also
apply to each of the subsequent cases of the shares transfer.  19.8.The right to participate in
the General Shareholders Meeting may be exercised by the shareholder,
both independently or through a representative.  A shareholder may participate in a meeting
through the following procedures:  22


participating personally in
the discussion of issues on the agenda and the vote on such issues;  directing its authorized
representative to participate in the discussion of issues on the agenda and to
vote on such issues;  exercising absentee voting
(by sending voting ballots);  delegating the right of
absentee voting to an authorized representative.  19.9.Transfer of rights (powers)
to the shareholders representative shall be exercised by issuing a power of
attorney.  A power of attorney authorizing participation in the
voting shall be executed in accordance with the requirements stipulated by the
Law of the Russian Federation On Joint Stock Companies.  Article 20.
Holding of the General Shareholders Meeting  20.1.The General Shareholders
Meeting may be held in the following forms:  20.1.1.a meeting 
joint presence of shareholders for the purpose of discussing the issues on the
agenda and adopting decisions on the issues put on vote, in accordance with
which the shareholders or their legally qualified representatives may, at their
own discretion, submit their votes on the issues on the agenda, either by
attending the general meeting in person or by sending their executed ballots to
the Company;  20.1.2.absentee
voting, in accordance with which decisions on the issues on the agenda shall be
adopted without holding General Shareholders Meeting, by poll.  20.2.An annual General
Shareholders Meeting may only be held in the form of a meeting.  20.2.1.The Board of
Directors shall not be authorized to amend the form of holding of an
extraordinary General Shareholders Meeting, which is required by the persons
initiating the convention of such a meeting.  20.3.Apart from the shareholders
and their authorized representatives, a General Shareholders Meeting may be
attended by other persons as envisaged in the Regulations on the General
Shareholders Meeting, holding rights provided by the above Regulations.  20.4.A decision of the Board of
Directors on holding the General Shareholders Meeting approves:  wording of the issues put on the agenda of
the General Meeting;  form and text of the voting ballot;  a list of information (materials) to be
provided to the shareholders in preparation for the General Shareholders
Meeting;  date of preparation of the list of persons
entitled to participate in the General Shareholders Meeting;  date, place and time for
holding of the General Shareholders Meeting;  mailing address to which the
executed voting ballots shall be dispatched;  date, place and time of
commencement of registration of participants of the General Shareholders
Meeting;  text of the announcement of
holding of the General Shareholders Meeting, to be sent to the shareholders;  procedure for informing the
shareholders on the holding of the General Shareholders Meeting.  In the event that the agenda includes issues, the
voting on which may, in accordance with the Law of the Russian Federation On
Joint Stock Companies, result in conferring to the shareholders the right to
request from the Company redemption of the shares they hold, the Board of
Directors shall establish:  price of the shares for the
redemption;  23


procedure and terms for
exercising the redemption  The decision of the Board of Directors to hold a
General Shareholders Meeting in the form of a meeting should also resolve
other matters provided for under applicable law.  20.5.The decision of the Board of
Directors on holding the General Shareholders Meeting by absentee vote
approves:  wording of the issues on the
agenda of the General Shareholders Meeting;  form and text of the
voting ballot;  list of information
(materials) to be provided to the shareholders;  date of preparation of the
list of persons entitled to participate in the General Shareholders Meeting;  date of providing voting
ballots and other information (materials) to the shareholders;  final date for accepting
voting ballots by the Company;  mailing address to which the
executed voting ballots shall be dispatched;  text announcing the holding
of the General Meeting, to be sent to the shareholders;  procedure for informing the
shareholders of the holding of the General Shareholders Meeting.  In the event that the agenda includes issues, the
voting on which may, in accordance with the Law of the Russian Federation On
Joint Stock Companies, result in conferring to the shareholders the right to
request from the Company redemption of the shares they hold, the Board of
Directors shall establish:  price of the shares for the
redemption;  procedure and terms for
exercising the redemption.  The decision of the Board of Directors to hold a
General Shareholders Meeting in the form of an absentee vote should also
resolve other matters provided for under applicable law.  20.6.A General Shareholders
Meeting, the agenda of which includes issues stipulated in Clauses 15.3.1.,
15.3.2., 15.3.3., 15.3.4. of this Charter, may not be held by absentee
vote.  20.7.The requirements for the form and
text of the voting ballot, for the text of the announcement on holding the
General Shareholders Meeting by absentee voting, as well as the procedure for
accepting the absentee voting ballots, shall be determined by this Charter and
the Regulations on the General Shareholders Meeting.  20.8.The shareholders which
ballots have been received not later than two days prior to the date of holding
of the General Shareholders Meeting, or have been submitted not later than the
established final date of acceptance of the absentee voting ballots, shall be
considered as having participated in the voting.  A decision adopted by the General Shareholders
Meeting by absentee voting is deemed effective in respect to each individual
issue if shareholders, holding in aggregate, not less than half of the Companys
voting shares entitled to vote on the given issue, participate in the voting.  20.9.The holding of the General
Shareholders Meeting and summarization of the voting results is performed by
the Counting Commission of the General Shareholders Meeting, the function of
which, in cases when the number of the Companys shareholders is more than five
hundred (500), shall be performed by the Companys Registrar.  The procedure for forming the authority for and
requirements applicable to the members of the Counting Commission or to a
person performing functions of the Counting Commission for the General
Shareholders Meeting shall be determined by the Regulations on General
Shareholders Meetings.  20.10A General Shareholders
Meeting may be held in any settlement within the territory of the Russian
Federation where is the Company or its branches or representatives offices are
located.  24


Article 21.
Voting at the General Shareholders Meeting. Voting Ballot. 
Counting Votes upon Voting. Protocol and Report on Voting Results. 
Results of a General Shareholders Meeting  21.1.Voting at the General
Shareholders Meeting shall be exercised based on the principle one voting
share of the Company, one vote, save for the cases of cumulative voting on the
election of members of the Board of Directors of the Company and other cases
stipulated by the Law of the Russian Federation On Joint Stock Companies.  21.2.Voting at a General
Shareholders Meeting on the issues of the meeting agenda shall be exercised
only with the use of voting ballots.  The Company must send the voting ballots to the
shareholders within the term and through the procedure stipulated by Article 52
of the Law of the Russian Federation On Joint Stock Companies and this
Charter, and accept the voting ballots in accordance with Clause 18.7. hereof.
The voting ballots shall be sent out by registered mail.  The form and text of the voting ballot shall be
approved by the Board of Directors of the Company. A voting ballot shall be
issued to the shareholder (its representative) which has registered to
participate in the General Shareholders Meeting save for the case stipulated
in the second paragraph of this Clause.  21.3.A voting ballot shall
contain:  full official name and
address of the Company;  information on the form of holding the
General Shareholders Meeting (a meeting or absentee voting);  date, place and time of the General
Shareholders Meeting and the mailing address to which the executed bulletins
shall be sent or, in case of holding the meeting in the form of absentee
voting, the final date for accepting the voting ballots and the mailing address
to which the executed bulletins shall be sent;  wording of each issue put on vote and the
order of priority of consideration thereof;  wording of resolutions on each issue (full
name of each candidate to the Board of Directors, Audit Commission, office of
General Director) which shall be voted on by the given ballot;  voting options for each issue on the agenda
of the meeting put to the vote, expressed by for, against or abstained;  indication that the ballot must be signed by
the shareholder;  manner in which the chosen voting option is
to be marked.  In cases where the voting concerns electing a member
of the Board of Directors or the Audit Commission of the Company, the voting
ballot must also contain other information on the candidate (candidates).  In the event of cumulative voting, in accordance
with section 21.1. of this Charter, the voting ballot shall point to such
methods of voting and provide for explanations of cumulative voting. The voting
ballot may also contain the number of votes by which a person having the
right to participate in the General Shareholders Meeting can vote on each
issue on the agenda of the Meeting, and other information determined by the
Board of Directors.  Voting ballot shall contain the information provided
for under applicable law.  21.4.When counting the votes,
only the ballots where only one voting option is marked, are taken into
consideration. The voting ballots executed in violation of the above
requirements shall be recognized as invalid and votes on the issues included
therein shall not be counted.  In the event that a voting ballot contains several
issues put on vote, violation of the above requirements in respect to one or
several issues shall not result in recognizing the voting ballot as entirely
invalid.  21.5.Based on the voting results,
the Counting Commission or the person performing its functions shall draw up
the protocol on voting results, to be signed by the members of the Counting
Commission or by the person performing its functions.  25


Following the drawing up of the protocol on voting
results and the signing of the minutes of the General Shareholders Meeting,
the voting ballots shall be sealed by the Counting Commission and transferred
for safekeeping to the Companys archive.  A protocol on voting results shall be subject to
filing, together with the minutes of the General Shareholders Meeting.  Decisions adopted by the General Shareholders
Meeting as well as the voting results shall be announced at the General
Shareholders Meeting at which the voting took place, or be communicated to the
persons included in the list of persons entitled to participate in the General
Shareholders Meeting, no later than ten (10) business days following the
date of the drawing up of the protocol on the results of the voting, which
usually consists of a report pursuant to the procedures stipulated in the
announcing of the holding of the General Shareholders Meeting.  21.6.The minutes of the General
Shareholders Meeting shall be drawn up, in duplicate, no later than fifteen
(15) days following the closing of the General Shareholders Meeting. Both
copies shall be signed by the person presiding at the meeting and by the
secretary of the General Shareholders Meeting.  21.7.The minutes of a General
Shareholders Meeting shall specify:  place and time of the holding of the General
Shareholders Meeting;  total number of votes held by the
shareholders holding voting shares of the Company;  number of votes held by the shareholders
participating in the meeting;  chairman (presidium) and secretary of the
meeting, and the meeting agenda.  The minutes of the General Shareholders Meeting
shall highlight the main points of the reports, issues voted on and the voting
results on such issues and resolutions adopted at the General Shareholders
Meeting.  The minutes of the General Shareholders Meeting
shall contain the information provided for under applicable law.  21.8.Based on absentee voting
results, no later than fifteen (15) days following the final date of acceptance
of the voting ballots, the Counting Commission or the person performing its
functions, shall draw up a relevant protocol on the absentee voting results, in
duplicate.  Article 22.
Regulations on the General Shareholders Meeting  22.1Matters concerning the
convening, holding and recording of the results of the General Shareholders
Meeting and other matters related to preparation for, and holding of the
General Meetings of Shareholders of the Company not covered hereunder shall be
governed under the Companys Regulations on the General Shareholders Meeting,
approved at the General Shareholders Meeting by a simple majority vote of the
shareholders holding the Companys voting shares and participating in the
meeting.  Article 23.
Board of Directors  23.1The Board of Directors
consists of eleven members.  The numerical composition of the Board of Directors
provided for under this Clause of the Charter may be increased to an odd
number of members by a decision taken at the General Shareholders Meeting,
provided that such issue was placed on the agenda in the manner determined
hereunder. Simultaneously with the making of the decision to increase the
number of the Board of Directors the General Meeting shall decide to make
relevant amendments to this Charter. The decision to change the numerical
composition of the Board of Directors shall enter into force for all of the
shareholders of the Company from the time of inception.  23.2The competence of the Board
of Directors of the Company shall include decision-making on matters of the
overall management of the Companys operations, except in matters cited
hereunder, which are relegated to the competence of the General Shareholders
Meeting.  26


23.3The following issues shall
be within the competence of the Board of Directors:  23.3.1determination
of the priority aspects of the Companys activities, including the approval of
the Companys budgets, business plans and development strategies and programs;  23.3.2convening of
the annual and extraordinary General Shareholders Meetings of the Company,
except in instances provided for under Section 55.8 of the Law of the
Russian Federation On Joint Stock Companies;  23.3.3approval of the
agenda of the General Shareholders Meeting;  23.3.4determination
of the date for the preparation of the list of persons entitled to take part in
the General Shareholders Meeting and other issues relegated to the competence
of the Board of Directors of the Company pursuant to the law of the Russian
Federation and this Charter, and related to the preparation and conduct of the
General Shareholders Meeting;  23.3.5submission of
the matters provided for under Clause 14.3 hereof to the General Shareholders
Meeting for decision;  23.3.6increase of the
Companys charter capital by having the Company place additional shares, within
the limits of the number and categories of authorized shares, as determined
hereunder;  23.3.7determination
of the market value of property under applicable law of the Russian Federation
and this Charter;  23.3.8decision-making
pertaining to the acquisition of shares placed by the Company, namely bonds and
other securities;  23.3.9determination
of the numerical membership of the Management Board of the Company and
appointment and early termination of the powers of its members, as proposed by
the General Director;  23.3.10recommendations
pertaining to the amount of the remuneration and compensation payable to the
members of the Audit Commission and ratification of the agreement with the
external auditor including the determination of the amount to be paid for audit
services;  23.3.11recommendations
pertaining to the distribution of profits,
including theamount of dividends on the Companyshares
and procedure for their payment, as well as the Companys
losses as of the end of a financial year;  23.3.12decision-making
pertaining to the use of the reserves and other funds of the Company;  23.3.13approval of the
Companys internal documents governing the matters within the competence of the
Board of Directors of the Company, in accordance with the laws of the Russian
Federation, this Charter and the Regulations of the Board of Directors, except
the documents for which approval is relegated to the competence of the General
Shareholders Meeting;  23.3.14establishment
and liquidation of branches; establishment and closing of the Companys
representative offices, approval of the Model Regulations on the Company Branch
(Representative Office);  23.3.15decision-making
pertaining to the Companys participation in other
organizations(joining as a member, termination of participation or
change of participatory interestamount, nominal value of
participatory interest, change in the numberof shares or nominal value of shares held by the Company), except for the
instances provided under Clause 14.2.20 of this Charter;  23.3.16decision-making
pertaining to the approval of major transactions in the instance provided for
under Article 31 hereof;  23.3.17decision-making
pertaining to the approval of the transactions in the instance provided for
under Article 32 hereof;  23.3.18appointment of
the General Director of the Company, determination of his/her
term of office, and early dismissal and termination of the contract with the
General Director;  27


23.3.19approval of
decisions to issue securities, prospectuses for securities and reports on the
results of the acquisition of the Company shares subject to redemption, reports on the results of share redemption, reports on the results of
the call to shareholders to redeem their shares;  23.3.20approval of the
registrar and the terms of the agreement on maintaining the Companys
shareholder register; decision-making on the termination of such an agreement
with the registrar;  23.3.21decision-making
pertaining to the reimbursement to the members of the Companys Management
Board and other officers for losses incurred by them in connection with the
performance of their official duties and/or the exercise of the powers of the
Company as its representative as a result of claims, complaints, demands or
amounts of liability against the members of the Companys Management Board or
other officers from any third parties, including the government and municipal
agencies;  23.3.22decision-making
pertaining to the concluding of D&O liability insurance agreements to cover
the liability of members of the Board of Directors of the Company and its
officers for losses inflicted on third parties by the Companys officers in the
performance of their official duties and/or exercise of the powers of the
Companys representatives;  23.3.23consideration
of the opinions of the Audit Commission and the external auditor of the
Company;  23.3.24approval of the
material terms of the agreements made with the General Director and members of
the Management Board;  23.3.25consideration
of matters in accordance with the Board of Directors responsibility pursuant to
the terms of the agreements with the General Director and members of the
Management Board;  23.3.26decision-making
pertaining to the placement by the Company of bonds, and other issued
securities where, under the terms of the placement of such shares and other
issued securities, they are not convertible into Company shares;  23.3.27decision-making
pertaining to the placement, by the Company, of bonds convertible into shares
and of other issued securities convertible into shares where such bonds (other
issue securities) are placed by way of public subscription and may be
converted into the Companys ordinary shares, amounting to 25 (twenty five) or
less percent of the Companys previously placed ordinary shares;  23.3.28decision-making
pertaining to the introduction of amendments and additions hereto related to
the establishment and liquidation of branches, to the establishment and closing
of representative offices of the Company;  23.3.29election
(re-election) of the Chairman and Vice-Chairman of the Board of Directors;  23.3.30appointment and
dismissal of the Corporate Secretary of the Company and determination of the
amount of his/her remuneration, approval of Regulations on Corporate Secretary
and Corporate Secretarys Department, approval of the terms
and conditions of the Corporate Secretarys employment contract;  23.3.31increase of the
charter capital of the Company by way of the Companys placement of additional
shares by public subscription, within the limits of the number of authorized
shares, if the number of additionally placed shares is twenty-five (25) or less
percent of the ordinary shares previously placed by the Company;  23.3.32determining the
procedure for interacting with organizations in which the Company participates,
approval of the Companys managing policy with
respect to its subsidiaries and associated companies, including the
passing of decisions on matters within the competence of the general meetings
of participants of subsidiaries (the highest governing bodies of organizations
having other legal or organizational forms) in which the Company is the sole
participant;  23.3.33approval of the
simultaneous holding by the person performing the functions of the Companys
individual executive body or members of the Companys Management Board of
positions in the governing bodies of other organizations;  23.3.34permission to
the person performing the functions of the Companys individual executive body
to be simultaneously employed in other organizations;  28


23.3.35establishment
of standing or ad hoc committees (for consideration of certain issues) of the
Board of Directors and approval of their regulations;  23.3.36approval of the
internal document on the disclosure of information about the Company;  23.3.37decision-making
pertaining to the paymentof premiumto the
members of the CompanysManagement Board
pursuant to the document to be approved bythe Board of Directors;  23.3.38approval of the
Regulations on the Companys structural subdivision exercising internal control
functions; pre-approval of candidates to the position of its head and his/her
firing; and consideration of other matters to be decided by the Board of
Directors pursuant to the Regulations on the said subdivision;  23.3.39approval of the
internal document on internal control over financial and operational activity
of the Company,as well as risk management system within the
Company;  23.3.40approval of the
material terms of the employment contract (supplementary agreements) made by
the Company with the head of the Companys structural subdivision exercising
internal control functions; and  23.3.41approval of the
Model employment contract (amendments) made by the Company with the heads of
the Companys Branches and Representative Offices.  23.3.42approval of the
internal documents aimed to the Companys compliance with applicable
legislation and listing rules of the stock exchanges on which the Companys
shares and derivative securities are listed;  23.3.43pre-approval of
the engagement by the Audit Commission of the contracted external specialists
and determination of the payment and other material terms of its contracts;  23.3.44other matters
relegated to the competence of the Board of Directors under this Charter and
the Federal Law On Joint Stock Companies.  23.4Resolutions at meetings of
the Board of Directors shall be approved by a majority vote of the members of
the Board of Directors taking part in the meeting or in the absentee vote
(by poll), except where this Charter requires a different number of votes for
the approval of a resolution.  In the event of a tie vote, the Chairman of the
Board of Directors shall have the deciding vote.  In the event there is no unanimity among the members
of the Board of Directors on a matter to be voted on unanimously in accordance
with the laws of the Russian Federation or this Charter, such matters may be
submitted to the General Shareholders Meeting for approval by a decision of
the Board of Directors, approved by a majority of votes of the members of the
Board of Directors taking part in the meeting, or by absentee vote.  23.5Issues relegated hereunder
to the exclusive competence of the Board of Directors may not be referred
to the General Director or the Management Board of the Company for approval.  23.6In exercising their rights
and performing their duties, members of the Board of Directors shall act in the
best interests of the Company, in good faith and reasonably. Otherwise members
of the Board of Directors shall be jointly and severally liable to the Company
in accordance with the applicable laws of the Russian Federation.  23.7Matters of the legal status
of the Board of Directors of the Company not covered hereunder shall be governed
under the Companys Regulations on the Board of Directors, approved at the
General Shareholders Meeting by a majority vote of those taking part in
the meeting.  Article 24.
Election of the Board of Directors  24.1Members of the Board of
Directors of the Company shall be annually elected by the annual General
Shareholders Meeting.  The term of office of members of the Board of
Directors shall be counted from the moment of their election by the annual
General Shareholders Meeting until the moment of election of a new Board of
Directors by the next annual shareholders meeting.  29


24.2Those elected to the Board
of Directors may be re-elected an unlimited number of times.  24.3Members of the Board of
Directors shall be elected by a cumulative vote in accordance with the
Regulations on the General Shareholders Meetings and the Regulations on the
Board of Directors.  24.4The General Shareholders
Meeting may decide to terminate early the powers of the members of the
Board of Directors. Such decisions may only be made simultaneously with
respect to all members of the Board of Directors.  In the event of early
termination of the powers of the Board of Directors, the powers of the new
Board of Directors shall be valid until the nearest annual General Shareholders
Meeting.  24.5In the event that the
numerical membership of the Board of Directors becomes less than one-half of
the number provided for under Clause 23.1 hereof, the Board of Directors shall convene
an extraordinary General Shareholders Meeting to elect a new Board of
Directors. The remaining members of the Board of Directors shall be entitled to
decide only on the convening of such an extraordinary General Shareholders
Meeting.  Members of the Board of Directors who have died or
have been duly declared missing, dead or legally incapacitated, or whose powers
in office as members of the Board of Directors have been terminated or
suspended under effective decision of a court or other authorized government
agency, shall be deemed to be retired members the Board of Directors, pending
removal of the grounds for retirement if such removal is possible.  24.6Members of the Companys
Management Board may not comprise more than one-quarter of the membership
of the Board of Directors. The General Director may not serve as Chairman
of the Board of Directors.  Rights and responsibilities of the members ofthe Board of
Directors shall be determined under the Regulations on the Board of Directors.  Article 25.
Chairman of the Board of Directors  25.1The Chairman of the Board of
Directors of the Company shall be elected by the members of the Board of
Directors, from among them, by a majority of votes of the total number of
elected members of the Board of Directors.  25.2The Board of Directors may re-elect
its Chairman, at any time, by a majority of votes of the total number of
elected members of the Board of Directors.  25.3The Chairman of the Board of
Directors:  organizes the work of the
Board of Directors;  convenes meetings of the Board of Directors
or arranges for absentee voting; and  organizes the keeping of minutes at Board of
Directors meetings.  25.4The Board of Directors has
the right to appoint a Vice-Chairman to the Board of Directors. In the absence
of the Chairman of the Board of Directors, his/her functions (including the
right to sign documents) shall be performed by the Vice-Chairman, and in the
absence of the latter, by a member of the Board of Directors appointed by a
decision of the Board of Directors of the Company, by a majority vote of the
members taking part in the meeting.  Article 26.
Meeting of the Board of Directors  26.1Meetings of the Board of
Directors shall be held as required, but at least quarterly. A meeting of the
Board of Directors on the convening of the annual General Shareholders
Meeting, shall be held within one (1) month after the last day of the
period determined under the law of the Russian Federation for the submission of
accounting statements so as to consider the draft annual reports, draft annual
accounting statements, including the Companys profit and loss statements, and
the opinion of the external auditor.  30


At the annual meeting, the Chairman shall furnish
the Board with full current financial information and a full report on the
current state of affairs and on the main results and plans of the Company.  A meeting of the Board of Directors shall be
convened by the Chairman of the Board of Directors on his/her own initiative or
at the request of any member of the Board of Directors, the Audit Commission,
the external auditor of the Company, the General Director or a shareholder(s) holding,
as of the date of the request, at least two (2) percent of the Companys
voting shares. The procedure for the convening and conduct of meetings of the
Board of Directors shall be determined pursuant to the Regulations on the Board
of Directors.  26.2The quorum for the meetings
of the Board of Directors shall be met by the presence of at least one-half of
the number of elected members of the Board of Directors of the Company.  In determining the quorum and the results of voting
by members of the Board of Directors, account shall be taken of the written
opinion of an absent member of the Board of Directors, in accordance with the
Regulations on the Board of Directors of OJSC Rostelecom.  26.3For the purposes of
decision-making at a meeting of the Board of Directors, each member of the
Board of Directors shall have one vote.  A member of the Board of Directors may not
delegate his/her vote to another member of the Board of Directors or another
person under power of attorney.  26.4A resolution of the Board of
Directors may be approved by absentee voting (by poll) in accordance with
the Regulations on the Board of Directors.  26.5Minutes shall be kept at all
meetings of the Board of Directors. The minutes of a meeting of the Board of
Directors shall be drawn up within three (3) business days of the meeting.
The minutes shall specify:  place, date and time (of the
meeting);  persons present at the meeting;  information on the written opinions of absent
members of the Board of Directors;  agenda of the meeting;  matters put to a vote and the results of the
vote; and  decisions taken.  The minutes of a meeting of the Board of Directors
shall be signed by the presiding member who shall be responsible for the
accuracy of the minutes.  To reflect the results of an absentee vote (by
poll), the minutes shall be drawn up within three (3) business days of the
final date of acceptance of the questionnaires or other written evidence of the
views of members of the Board of Directors, in accordance with the Regulations
on the Board of Directors.  26.6The remuneration to the
members of the Board of Directors to be paid as resolved by the General
Shareholders Meeting in accordance with the Regulations on the Board of
Directors except when the General Shareholders Meeting regardless of the
reasons for doing so has decided not to pay any remuneration or the amount and
payment procedure have been changed.  The decision to compensate the expenses incurred by
the members of the Board of Directors while performing their duties, including
reimbursement of the losses suffered by the members of the Board of Directors
while performing their functions and/or acting as the representatives of the
Company, resulted in any claims or any sanctions from the third parties
including state and municipal authorities, is to be taken by the General
Shareholders Meeting.  Article 27.
General Director (Individual Executive Body) and
Management Board (Collective Executive Body)  27.1The Companys current
operation shall be managed by the Companys individual executive body (General
Director) and the collective executive body (Management Board).  31


The Companys executive bodies shall be competent to
decide all management matters pertaining to the Companys current operation
except those matters which are relegated to the competence of the General
Shareholders Meeting and the Board of Directors.  27.2The General Director shall
be appointed by the Board of Directors of the Company by a majority vote of the
members of the Board of Directors taking part in the meeting, for a term
of no more than five (5) years with the possibility of re-election an
unlimited number of times, as specified in the resolution of the meeting of the
Board of Directors of the Company. The rights, duties, term of office,
liability and remuneration of the General Director shall be determined pursuant
to an agreement between the General Director and the Company. The agreement
with the General Director shall be signed for the entire term of office
as determinedby the Companys Board
of Directors. The Board of Directors may, at any time, terminate the powers of
the General Director. The term in office of the General Director shall be
counted from the moment he/she is appointed by the Board of Directors.  27.3The General Director shall
manage the current operations of the Company and shall be granted, in
accordance with the laws of the Russian Federation, all the necessary powers to
accomplish those purposes. The General Director shall be responsible for the
maintenance of secrecy of the conducted works and for the development and
implementation of the necessary measures to protect the Russian Federations
state secrets. The General Director shall act in strict compliance with all
applicable laws and this Charter.  The General Director shall perform the
functions of the chairman of the Management Board of the Company.  27.4The General Director acts,
without a power of attorney, on behalf of the Company for the following:  representing the Company in
the Russian Federation and abroad;  presiding at the General Shareholders
Meeting in accordance with the Regulations on the General Shareholders Meeting
unless otherwise determined by the Board of Directors;  arranging for execution of the resolutions of
the General Shareholders Meeting and the Board of Directors;  supervising the Directorate General of the
Company, approving the Regulations on the Directorate General (the central
apparatus of corporate management of the Company) and determining the structure
and numerical composition of the Directorate General of the Company and the
amounts, procedures and forms of remuneration on the basis of the internal
document approved by the Management Board and governing the general provisions
for labor motivation;  exercising overall supervision of the
operation of the Companys branches and approving Regulations on branches and
amendments and additions thereto subject to approval by the Board of Directors
of the Company in accordance with the Model Regulations on the Branch
(Representative Office) of the Company;  approving and endorsing the Companys
internal regulations except those to be approved, in accordance with Clauses
14.2.11 and 23.3.13 hereof, by the General Shareholders Meeting and the Board
of Directors;  issuing orders, directives and instructions
that are binding on all the Companys employees;  hiring, transferring and dismissing the
Company employees, including branch directors and employees, and exercising
other rights and performing other obligations of the Company as the employer in
labor relations in the manner provided for under applicable laws and this
Charter;  approving the List of the Company Employees,
including employees of the Companys branches, the authority to appoint
(dismiss) whom may not be delegated by the General Director to third
parties;  performing any transactions on behalf of the
Company within the limits determined under the Federal Law of the Russian
Federation On Joint Stock Companies and this Charter;  the right to affix the first signature to
financial documents;  issuing powers of attorney on behalf of the
Company, including powers subject to delegation;  32


opening bank accounts for the Company;  approving the set, character and order of
protection of information that can be designated commercial secrets; issuing
orders and instructions on compliance with the requirements to protect such
commercial secrets;  approving the internal control procedures;
and  exercising other powers in accordance with
applicable law and this Charter.  27.5The Management Board, the
Companys collective executive body, is guided in its operation by this Charter
and the Regulations on the Management Board, which are approved at the General
Shareholders Meeting.  27.6The 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.  27.7The following matters of the
management of the Companys current operations fall within the competence of
the Management Board of the Company:  27.7.1determination
of the Companys technical, financial, economic and tariff policy;  27.7.2preparation of
proposals on the main aspects of the Companys operation, including the draft
budgets, business plans, development strategies and programs of the Company;  27.7.3arrangement of
monitoring the Companys financial and business operations;  27.7.4determination
of the Companys personnel and social policy;  27.7.5preparation of
materials and draft resolutions on matters to be considered by the General
Shareholders Meeting and the Board of Directors, including preparation of
proposals on the conclusion of transactions to be approved by the General
Shareholders Meeting and the Board of Directors of the Company, on the Companys
participation in other organizations, etc.;  27.7.6organizational
and technical support of the operations of the Companys bodies;  27.7.7approval of
internal documents governing matters falling within the competence of the
Management Board of the Company except for internal documents delegated to the
competence of the General Shareholders Meeting and the Board of Directors;  27.7.8analysis of performance
results of the Companys structural subdivisions, branches and other separate
subdivisions and issuance of compulsory instructions on improvement of their
performance;  27.7.9discussion of
organizational matters related to the Companys branches and representative
offices and of other matters, in accordance with the Regulations on the
Management Board;  27.7.10determination of the Companys
planning and budgeting methodology;  27.7.11determination of the Companys
security policy;  27.7.12approval of the internal
document governing the general provisions on labor motivation, as well as
consideration and decision-making on the execution of collective bargaining
agreements and arrangements;  27.7.13determination of the
accounting policy; monitoring of the improvement of book-keeping and accounting
procedures in accordance with the Russian Accounting Standards and
International Financial Reporting Standards as well as management accounting;  27.7.14establishment of standing or
ad hoc committees (for consideration of certain matters related to the
preparation of Management Board resolutions) under the Management Board which
are not independent bodies of the Company; approval of regulations thereon;  27.7.15determination of the amount
of compensation to members of the
Management Board as proposed by the Management Board Chairman;  27.7.16preparation 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;  33


27.7.17preparation of
the internal document setting risk management procedures to be approved by the
Board of Directors.  The Management Board of the Company may also
decide on other matters pertaining to the management of the Companys current
operations, based on instructions from the Board of Directors, or as proposed
by the Committees of the Board of Directors and the General Director of the
Company, except decisions on matters delegated to the competence of the General
Shareholders Meeting or the Board of Directors of the Company.  27.8The Management Board shall
hold its meetings as necessary.  Minutes shall be kept at the meetings of the
Management Board.  The Chairman of the Management Board shall arrange
for the meetings of the Management Board and sign their minutes.  27.9The person performing the
functions of the General Director and members of the Management Board may only
hold office in other organizations with the consent of the Board of Directors
of the Company.  The rights, duties, amount of remuneration, term of
office and liability of members of the Management Board shall be determined
under an agreement between each member of the Management Board and the Company.  27.10Matters concerning the legal
status of the General Director and members of the Management Board that are not
covered hereunder shall be determined pursuant to the Regulations on the
General Director and the Regulations on the Management Board, approved at the General
Shareholders Meeting by a simple majority vote among those participating in
the meeting.  27.11The Corporate Secretary of
the Company. The Corporate Secretarys Department.  27.11.1By 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.  27.11.2Rights, 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.  27.11.3In order to insure the
efficiency of the Corporate Secretary the Company creates the Corporate
Secretarys Department. Its structure, staffing and responsibilities are
determined by the internal document approved by the Board of Directors.  Article 28.
Control over the Companys Financial and Business Operations  28.1With a view to controlling
the Companys financial and business operations, the Company shall establish
the Audit Commission, a special structural subdivision exercising internal
control functions, and approve an independent auditor.  28.2The Audit Commission shall
be the Companys autonomous controlling body elected at the annual General
Shareholders Meeting for the period until the next annual General Shareholders
Meeting and consisting of five (5) members.  28.3The powers of any or all
members of the Audit Commission may be terminated early by a decision made
at the General Shareholders Meeting, on the grounds and in the order provided
for under the Regulations on the Audit Commission.  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.  34


In the event of early termination of the powers of
the Audit Commission the powers of the new Audit Commission shall be valid
until the next annual General Shareholders Meeting.  28.4Membership in the Audit
Commission may be held by a shareholder or by any person proposed by a
shareholder or the Board of Directors in the event no candidates or an
insufficient number of candidates are proposed by shareholders for membership
in the Audit Commission. Members of the Audit Commission may not
simultaneously serve as members of the Board of Directors, General Director,
members of the Management Board or the liquidation commission.  28.5The Audit Commission shall
elect a Chairman and a Secretary from among its members.  28.6The following falls within
the competence of the Audit Commission:  verification of the accuracy
of the data contained in statements and other financial documents of the
Company;  discovery of violations of the procedures
determined under legal acts of the Russian Federation for the bookkeeping and
submission of financial statements;  verification of compliance with legal norms
in the calculation and payment of taxes;  discovery of violations of legislation of the
Russian Federation governing the business operations of the Company;  evaluation of the economic expediency of the
Companys business transactions.  28.7Inspection (audit) of the
Companys business operations shall be performed on the basis of the Companys
annual performance results.  An inspection (audit) of the Companys business
operations shall also be performed on the initiative of:  the Audit Commission of the
Company;  the General Shareholders Meeting;  the Board of Directors of the Company;  or at the request of a
shareholder/s holding, in aggregate, at least ten (10) percent of the
Companys voting shares on all matters within the competence of the General
Shareholders Meeting, as of the date of the request.  The shareholders initiating the inspection (audit)
shall furnish the Company, addressed to the Chairman of the Audit Commission,
with a request in writing which shall contain: the full name of the
shareholder(s), information on the number and category (class) of its (their)
shares in the Company and the signature of the shareholder or its authorized
representative. If the request is signed by a shareholders representative, the
request shall be accompanied by a notarized copy of the power of attorney,
including one subdelegated, or other statutory evidence in writing of the
representatives powers.  The Audit Commission may refuse to conduct an
inspection (audit) in the event that:  the shareholder(s) making
the request does (do) not hold the number of the Companys voting shares
required as of the date the request is made (received by the Company);  the request is initiated by persons not
registered in the register of shareholders, including via a nominee holder, and
(or) not authorized to represent the relevant shareholders;  the request does not comply with this Charter
or with applicable legislation of the Russian Federation.  28.8At the request of the Audit
Commission, officers of the Companys governing bodies shall present documents
on the business operation of the Company.  28.9The Audit Commission shall
have the right to request the convening of an extraordinary General
Shareholders Meeting in accordance with the procedure provided for hereunder.  28.10In order to reflect the
inspection of the business operation of the Company, the Audit Commission shall
draw up an opinion to contain:  35


confirmation of the authenticity of the data
contained in the Companys statements and other financial documents;  information of the actual instances of
violations of the statutory Russian Federation procedure for the keeping of
accounts and the submission of financial statements, as well as violations of
legal acts of the Russian Federation in the conduct of business.  28.11With a view to assuring
continuous internal control over the performance of any business operations,
the Company shall establish a special structural subdivision independent of the
Companys executive bodies and controlled directly by the Board of Directors of
the Company  The functions of the said structural subdivisions,
its regulations, the procedure for the appointment of its employees and the
requirements to them shall be determined under an internal document approved by
the Board of Directors of the Company.  28.12An individual or a properly
licensed audit firm may be the Companys auditor. The auditor shall, under
the terms of the agreement made with it, inspect the conduct of business in
accordance with laws of the Russian Federation.  28.13With a view to verifying and
approving the correctness of its annual financial statements, the Company shall
annually engage an auditor not connected with the Company or its shareholders
by property-related interests.  The auditor of the Company shall be approved by the
General Shareholders Meeting. The amount to be paid for the services of the
auditor shall be determined by the Board of Directors.  Article 29.
Acquisition by the Company of Placed Shares  29.1The Company shall have the
right to acquire its placed shares in the manner provided for hereunder in the
following instances:  29.1.1by a decision
made at the General Shareholders Meeting to reduce the charter capital of the
Company by acquiring a part of the placed shares so as to reduce their
total number;  29.1.2by a decision
of the Board of Directors, approved by a simple majority of votes of those
taking part in the meeting of the Board of Directors. The Board of
Directors may not take such decision if the par value of the Companys
outstanding shares is less than ninety (90) percent of the Companys charter
capital.  29.2A decision about reduction
of the charter capital by acquiring a part of the placed shares so as to
reduce their total number shall determine:  the categories (classes) of the shares to be
acquired;  the number of shares of each category to be
acquired;  the share acquisition price which shall be
determined on the basis of the market value of the shares, determined by the
Board of Directors under the applicable laws of the Russian Federation;  the form of payment for the shares,
which may only be in cash;  the term for payment of the shares which may not
exceed three months from the moment the shares are acquired; and  the period within which the shares are to be
acquired.  29.3As it formulates the agenda
for the General Shareholders Meeting in which it is to consider the reduction
of the Companys charter capital by acquiring part of the placed shares in
order to reduce their total number, the Board of Directors shall propose at the
General Shareholders Meeting all of the terms of the decision provided for
under Clause 29.2 of this Charter.  29.4In the event the decision to
acquire shares in accordance with this charter is made by the Board of
Directors, such decision shall specify all of the terms and comply with all of
the requirements provided for under Clause 29.2 hereof. The number of the
shares to be acquired may not exceed the number as a result of the
approval of which the par value of the Companys outstanding shares, upon such
acquisition, may be less than ninety (90) percent of its charter capital.  36


29.5At least thirty (30) days
before the commencement of the period within which the shares are to be
acquired, the Company, acting through its General Director, shall notify the
holders of the categories (classes) of shares it has decided to acquire.  Such notice shall contain the following information:  the official name and
location of the Company;  the categories (classes) of shares to be
acquired;  the number of shares to be acquired in each
category (class);  the acquisition price of the shares;  the form of and term for the payment for
the shares;  the officially established date for the
commencement of the share acquisition;  the officially established date for the
completion of the share acquisition; and  the address to which a completed, written
shareholders offer to sell such shareholders shares to the Company may be
delivered.  Such notice shall be accompanied by a special form,
purposely designated for a shareholders written offer to sell its shares to
the Company.  Such notice shall be given by registered mail
addressed as specified in the list of shareholders and nominee holders of the
Company prepared as of the date on which the decision to acquire shares is made
by the General Shareholders Meeting or the Board of Directors. In the event a
nominee shareholder is registered in the register of shareholders of the
Company, such notice shall be delivered to the nominee shareholder.  The responsibility for the forwarding of such notice
to the shareholder shall rest with the nominee holder and shall be governed
under the agreement between the nominee holder and his client.  29.6Each shareholder holding shares
of the categories (classes) to be acquired shall have the right to sell them
and the Company shall acquire such shares.  29.7A shareholder holding shares
of the categories (classes) to be acquired may within the set term deliver
to the Company a filled-out offer to sell its Company shares.  The offer shall be sent by registered mail or
personally delivered to the Company at the address specified in the notice. The
shareholder shall have the notice specify the banking details to which the
Company shall transfer the monies for the shares acquired from the shareholder.  The date on which the Company receives the request
shall be deemed to be the date of request.  29.8In the event the total
number of shares offered to the Company exceeds the number of shares the
Company may acquire pursuant to the decision of the General Shareholders
Meeting or the Board of Directors, shares shall be acquired from shareholders
pro rata to the offers made.  29.9A shareholders completed form of
an offer, in writing, to sell such shareholders shares to the Company is
considered to be the acceptance of the Companys offer to acquire the specified
number of such shares and the order of transfer to the Company Registrar to
make amendments to the register of shareholders of the Company with respect to
the number of shares to be acquired by the Company.  29.10Within fifteen (15) days of
the established final day of acceptance of the shareholders offers to sell
shares, the Board of Directors shall:  decide on the number of shares
to be acquired from each shareholder;  oblige the Company, through the General
Director, to pay for the shares being acquired in the manner and within the
terms determined in the decision to acquire shares;  furnish the Company Registrar with the necessary
documents for introducing of relevant amendments to the register of
shareholders.  29.11Shares acquired by the
Company pursuant to the decision taken at the General Shareholders Meeting to
reduce the charter capital by acquiring shares in order to reduce their total
number shall be redeemed  37


at acquisition. The charter capital of the Company
shall be reduced and relevant amendments to this Charter shall be made in
accordance with the procedure provided for under Article 7 hereof for such
instances.  29.12Shares acquired by the
Company by a decision of the Board of Directors shall not vote, shall not be
counted in the determination of the quorum or tallying of votes at the General
Shareholders Meeting, and shall earn no dividends. Such shares shall be sold
by the Companyat the price that is not lower than their
market value, via the General Director, within one year of their
acquisition; otherwise the General Shareholders Meeting shall decide to reduce
the charter capital of the Company in the manner provided for under Article 7
of this Charter for such instances.  29.13The Company may not
acquire its placed shares for any purpose:  pending full payment of the entire charter
capital of the Company;  if, as of the moment of their acquisition,
the Company shows signs of insolvency (bankruptcy) as defined under the legal
acts of the Russian Federation on the insolvency (bankruptcy) of enterprises or
if such signs appear as a result of the acquisition of such shares;  if, as of the moment of their acquisition,
the value of the Companys net assets is, or as a result becomes, less than its
charter capital and reserve fund and the amount by which the liquidation value
of the placed preferred shares exceeds the par value as determined hereunder;  pending the redemption of all the shares
submitted for redemption in accordance with Article 30 hereof.  29.14The Company may not
decide to acquire part of its placed shares in order to reduce their total
number if, as a result, consequences provided for under Clause 7.7 hereof may arise.  29.15The number of shares
acquired to reduce their total number may not violate the ratio between
the Companys ordinary and preferred shares as determined under Clause 5.2
hereof.  Article 30.
Redemption by the Company of Placed Shares  30.1Shareholders holding voting
shares shall have the right to request that the Company redeem all or part of
their shares in the event the General Shareholders Meeting takes the following
decisions:  on the Companys reorganization; or  on the approval of a major transaction with
respect to property with a value exceeding fifty (50) percent of the book value
of the Companys assets as of the date the decision on such a transaction is
made; and  if they voted against such decisions or did
not take part in the voting.  30.2Shareholders who failed to
furnish the Company with voting ballots within the time frame determined
hereunder shall be deemed not to have taken part in the vote, regardless
of the form in which the General Shareholders Meeting was held.  With a view towards assuring the right of
shareholders to request that the Company redeem their shares, ballots in which
the options for and abstained are expressly crossed out and only the option
against is left, shall be deemed to be against. Invalid ballots shall not
be deemed against in such instances.  30.3The list of shareholders
entitled to request that the Company redeem their shares shall be drawn up on
the basis of the data of the register of shareholders of the Company as of the
date of preparation of the list of those entitled to take part in the
General Shareholders Meeting with an agenda including issues which, if voted
on in accordance herewith, may give rise to the right to request
redemption of shares.  30.4The Company shall redeem
shares at their market value, determined by the Board of Directors in the
manner provided for under the applicable laws of the Russian Federation without
regard for changes resulting from the Companys actions, which gave rise to the
right to request evaluation and redemption of shares.  38


30.5In the event the agenda of
the General Shareholders Meeting includes items which, if voted on in
accordance herewith, may give rise to the shareholders right to request
that the Company redeem shares, the language of the announcement of such a
General Shareholders Meeting shall also contain the following information:  the shareholders right to request that the
Company redeem their shares;  the price of the shares to be redeemed; and  the procedure for and timeframe for such
redemption.  In such instances, the announcement of the General
Shareholders Meeting shall be accompanied by a special form of
shareholder request that the Company redeem such shareholders shares.  The form of the request shall be approved by
the Board of Directors of the Company.  30.6A shareholder shall have the
right to deliver its completed form of request, in writing, so that the
Company redeems its shares within forty-five (45) days of the date the relevant
decision is made by the General Shareholders Meeting.  The request shall be sent by registered mail or
delivered personally to the Company at the address specified in the
announcement of the General Shareholders Meeting.  The date on which the request is mailed or directly
delivered shall be deemed to be the date when the request was sent by mail or
actually submitted.  30.7A shareholders completed form of
request, in writing, that its shares be redeemed shall constitute acceptance of
the Companys offer to redeem the specified number of such shares and the order
of transfer to the Company registrar to make amendments to the register of
shareholders of the Company with respect to the number of shares to be redeemed
by the Company.  30.8The total amount of cash
channeled by the Company into the redemption of shares may not exceed ten (10) percent
of the value of the Companys net assets as of the date of the decision that
enabled shareholders to request that the Company redeem their shares.  In the event the total number of shares requested to
be redeemed exceeds the number of shares which the Company may redeem in
view of the above restriction, shares shall be redeemed from the shareholders,
pro rata to the requests made.  30.9Within thirty (30) business
days of the final date for the acceptance of written shareholders requests
that their shares be redeemed, the Board of Directors shall decide on the
number of shares to be redeemed from each shareholder and so notify the
registrar of the Company.  30.10 Shares redeemed by the
Company in the event of its reorganization shall be redeemed at redemption.
Shares redeemed by the Company in other instances provided under Clause 30.1
hereof shall be at the disposal of the Company. Such shares shall not vote,
shall not be counted in the tallying of the quorum or voting results at the
General Shareholders Meeting and shall not earn dividends. Such shares shall
be sold at the price that is not lower than their nominal
pricewithin one year from the dateof
transfer of the title to the redeemed shares to
the Company; otherwise the General Shareholders Meeting shall
decide to reduce the charter capital of the Company by redeeming such shares.  Article 31.
Major Transactions and Transactions Related to the Companys Direct or Indirect
Acquisition, Alienation or Possible Alienation of the Property up to 25% of the
Book Value of the Companys Assets  31.1The following transactions
(including borrowing, lending, pledging and surety transactions) shall be
deemed to be major transactions:  a transaction or a series of interrelated
transactions connected with the acquisition, alienation or possible alienation
by the Company, directly or indirectly, of property with a value of 25 or more
percent of the book value of the Companys assets determined according to its
accounting statements as of the latest reporting date except transactions
performed in the usual course of business, transactions related to the
placement by subscription (sale) of the Companys ordinary shares and  39


transactions related to the placement of issued
securities and convertible into the Companys ordinary shares.  31.2The price of the property
(services) to be alienated or acquired (the market value of such property) in a
major transaction, including subsequent alienation or acquisition, shall be
determined by the Board of Directors in the manner provided for under the
applicable laws of the Russian Federation.  31.3The decision on the
approval, including subsequent approval, of a major transaction with respect to
property valued at twenty-five (25) to fifty (50) percent of the book value of
the Companys assets shall be made by the Board of Directors by a unanimous
vote of allthe members of the Board of
Directors; in this casethe votes of retired
members of theCompanysBoard of Directors
shall be disregarded.  In the event no unanimity of the Board of Directors
on the approval of a major transaction is achieved, the Board of Directors may decide
to submit the matter of such a major transaction to the General Shareholders
Meeting for decision.  In such instances the decision to approve a major transaction
shall be made by a majority of votes of the shareholders holding voting shares
and taking part in the General Shareholders Meeting.  31.4The decision on the
approval, including subsequent approval, of a major transaction with respect to
property valued over fifty (50) percent of the book value of the Companys
assets shall be made at the General Shareholders Meeting by a three-quarters
majority of votes of the shareholders holding voting shares and taking part in
the General Shareholders Meeting.  31.5In the event a major
transaction is also an interested party transaction, only the provisions of Article 32
hereof shall apply.  31.6. A transaction or a series of
interrelated transactions connected with the acquisition, alienation or
possible alienation by the Company, directly or indirectly, of property with a
value of 1 to 25 percent of the book value of the Companys assets determined
according to its accounting statements as of the latest reporting date shall be
preliminarily approved by the Companys Board of Directors.  The price of the property
(services) to be alienated or acquired shall be compared to the value of the
Companys assets for the purpose of raising an issue stipulated for in the
first paragraph of this Clause 31.6 at the meeting of the Board of Directors:  - in case of property
acquisition, the purchase price including VAT and other indirect taxes and
dues;  - in case of alienation or
possible alienation of property, the larger of either the alienation price
without VAT and other indirect taxes and dues to be defined by the parties to
the transaction, or book value of the property.  For the purposes of this Clause
31.6. the property shall not include monetary funds payable for services
provided/works performed.  Article 32.
Interested Party Transaction  32.1Transactions (including
borrowing, lending, pledging and surety transactions) in which a member of the
Board of Directors, the person performing the functions of the Companys
individual executive body (including the provisional individual executive body
of the Company, managing company or manager), a member of the Management Board
of the Company or a shareholder holding, together with its affiliates, twenty
(20) or more percent of the Companys voting shares or the person entitled to
issue binding instructions to the Company, i.e., predominantly participating in
the charter capital of OJSC Rostelecom or having a relevant agreement with OJSC
Rostelecom pursuant to which, or pursuant to the OJSC Rostelecom Charter, such person
is entitled to issue binding instructions to OJSC Rostelecom, whos interests
shall be performed by the Company in accordance with the provisions of this
Article.  Such persons shall be deemed interested in the
Companys transaction if such persons, their spouses, parents, children,
brothers, sisters, half-brothers, half-sisters, adoptive parents, adoptees
and/or any of their affiliates:  40


are a party to, beneficiaries of,
intermediaries or representatives in such transaction;  hold (each separately or in aggregate) twenty
(20) or more percent of the voting shares (interest or equity participation) in
a legal entity which is a party to, beneficiary of, intermediary or
representative in such transaction; or  hold positions in the governing bodies of a
legal entity which is a party to, beneficiary of, intermediary or
representative in such transaction.  The provisions of this Article of this Charter
shall not apply and decision-making to approve the transaction by the Board of
Directors or the General Shareholders Meeting of the Company under this Article shall
not be required:  with respect to transactions in which all
Companys shareholders are interested;  with respect to the exercise of the preemptive
right to acquire shares placed by the Company;  with respect to the acquisition and
redemption by the Company of placed shares;  with respect to the reorganization of the
Company in the form of consolidation (merger) if the other company involved
in the consolidation (consolidation) holds more than three-quarters of all of
the Companys placed voting shares.  with respect to the transactions that are
mandatory for the Company pursuant to the federal laws and/or other legislative
acts of the Russian Federation and if settlements on those transactions are
made on fixed prices and tariffs defined by the authorized bodies in the sphere
of governmental regulation of prices and tariffs.  32.2The persons specified in
Clause 32.1 hereof shall notify the Board of Directors, the Audit Commission
and the External Auditor of the Company:  of the legal entities in
which they hold, separately or jointly with their affiliate(s), twenty (20) or
more percent of voting shares (interest, equity participation);  of the legal entities in governing bodies of
which they serve; and  of the transactions they are aware of, which
they are performing or are to perform and in which they may be
recognized as interested parties.  32.3The decision on the approval
of an interested party transaction shall be made by the Board of Directors or
the General Shareholders Meeting in the manner provided for under the Federal
Law of the Russian Federation On Joint Stock Companies.  In the event all members of the Board of Directors
are recognized as parties interested in a transaction and/or are not
disinterested directors, the Board of Directors may, by a majority of votes of
the members of the Board of Directors present at the meeting or taking part in
the absentee vote, submit the matter of the approval of such transaction and
determination of the market value of such property to the General Shareholders
Meeting of the Company for consideration.  32.4An interested party shall be
liable to the Company for the amount of losses inflicted by it on the Company.
In the event several parties are so liable, their liability to the Company
shall be joint and several.  32.5Transactions with legal
entities in which Company employees are participants (shareholders, members,
contributors, etc.), members of governing bodies or employees shall be
performed by decision of the Companys governing body so authorized under the
Companys internal regulations and, in the absence of such decision, may be
declared invalid.  Article 33.
Affiliates  33.1A person shall be recognized
as an affiliate in accordance with the requirements of the laws of the Russian
Federation.  33.2The affiliates of the
Company shall notify the Company, in writing, of the amount of Company shares
they hold, specifying the number and categories (classes) of such shares,
within ten (10) days of the date of acquisition of such shares.  41


33.3In the event the Company
sustains a loss of property as a result of the failure of an affiliate to
provide such information or as a result of a delay in its provision, the
affiliate shall be liable to the Company for the loss so inflicted.  33.4The Company shall have its
affiliates recorded and information about them disclosed in accordance with the
requirements of the laws of the Russian Federation.  Article 34.
Companys Bookkeeping and Accounts  34.1The Company shall keep its
books and submit financial statements in accordance with the procedure
determined under the legal acts of the Russian Federation. The Company shall
keep centralized books to produce financial results for the Company as a whole;
branches shall not have separate independent balance sheets of their own.  34.2The General Director shall
be responsible under the legal acts of the Russian Federation for the
organization, status and authenticity of the Companys books, prompt submission
of the annual statement and financial statements to the relevant authorities
and the providing of information on the operations of the Company to the
shareholders and creditors and disclosed in accordance with the laws of the
Russian Federation.  34.3The accounting policy and
the organization for the circulation of documents within the Company and its
branches and representative offices shall be determined under an order issued
by the General Director.  34.4The fiscal year of the
Company shall be from 1 January to 31 December.  34.5The accuracy of the data
contained in the annual statement of the Company and in its annual accounting
statements shall be confirmed by the Audit Commission of the Company.  Prior to the publication by the Company of the above
documents, the Company shall engage an External Auditor without any
property-related connections with the Company or its shareholders in order to
annually verify and confirm the Companys annual financial statements.  34.6The Companys annual
statements shall be subject to preliminary approval by the Board of Directors
at least thirty (30) business days prior to the deadline for the acceptance of
voting ballots at the annual General Shareholders Meeting.  34.7The Company shall disclose
the information provided for under Clause 92.1 of the Federal Law of the
Russian Federation On Joint Stock Companies.  Article 35.
Companys Documents  35.1The Company shall keep the
following documents:  this Charter, duly
registered amendments and additions hereto, the resolution on the establishment
of the Company and the certificate of the Companys state registration;  documents evidencing the Companys rights to
the property on its balance sheet;  Company internal regulations approved by the
General Shareholders Meeting and other governing bodies of the Company;  regulations on the Companys branches and/or
representative offices;  annual statements;  prospectuses for the issuing of Company
shares;  accounting records;  accounting statements submitted to relevant
authorities;  minutes of General Shareholders Meeting of
the Company and meetings of the Board of Directors, the Audit Commission and
the Management Board of the Company;  lists of the Companys affiliates;  42


opinions of the Audit
Commission, the auditor of the Company and state and municipal financial
supervision authorities;  voting ballots;  powers of attorney (copies of powers of
attorney) issued to the shareholders representatives for participation in the
General Shareholders Meeting of the Company;  reports of independent assessors on matters
to be reported on by an independent assessor in accordance with this Charter
and the laws of the Russian Federation;  lists of persons entitled to take part in
the General Shareholders Meeting and entitled to receive dividends, as well as
other lists drawn up by the Company for the shareholders to exercise their
rights in accordance with the requirements of the Federal Law of the Russian
Federation On Joint Stock Companies;  issuers quarterly reports and other
documents containing information to be published or otherwise disclosed in
accordance with the applicable legislation; and  other documents provided for under the
Companys internal regulations, resolutions of the General Shareholders
Meeting, the Board of Directors and the Companys executive bodies, as well as
documents provided for under the laws and other legal acts of the Russian
Federation.  35.2The Company shall keep the
documents provided for under Clause 35.1 hereof at the location of its
executive body or at another location known and accessible to the Companys
shareholders, creditors and other interested parties.  35.3Copies of the documents
specified in Clause 35.1 hereof shall be provided upon request containing
information about the full name and passport data of the requesting party (full
name, location and state registration details for a legal entity), number of
the individual account in the register of shareholders of the Company, number
and categories (classes) of its shares and title of the document requested or
its copy; such copies shall be provided in the manner and within the terms
established under the Companys internal regulations.  Article 36.
Reorganization of the Company  36.1The Company may be
voluntarily reorganized by a decision of the General Shareholders Meeting.  Other grounds and procedures for the Companys
reorganization shall be determined under the current laws of the Russian
Federation.  36.2The Company may be
reorganized by way of consolidation, consolidation, division, spin-off or
transformation into a different organizational and legal form in the
manner provided for under the Federal Law of the Russian Federation On Joint
Stock Companies.  36.3Aside from instances of
reorganization in the form of merger, the Company shall be deemed
reorganized as of the moment of state registration of the newly established
legal entities.  In the event of the Companys reorganization by way
of merger with another company, the former shall be deemed reorganized as of
the moment the state registration authority makes an entry on the winding up of
the acceded company in the unified state register of legal entities.  36.4In the event of the Companys
reorganization, relevant amendments shall be made to this Charter, and an
acknowledgment of transfer or a separate balance sheet shall be drawn up.  The acknowledgment of transfer or separate balance
sheet shall contain a provision on succession with respect to all of the
Companys obligations and all of its creditors and debtors.  The acknowledgment of transfer or separate balance sheet
shall be approved at the General Shareholders Meeting by a majority of votes
of the holders of the Companys voting shares taking part in the meeting.  36.5Within thirty (30) calendar
days of the date of the decision to reorganize or, in the event of the Companys
reorganization in the form of consolidation or merger, within 30 days of
the date the decision on such reorganization is made by the last company
involved in such consolidation or merger,  43


the Company shall give notice of this in writing to
its creditors and publish an announcement of the Companys decision on
reorganization in a publication which publishes information on the state
registration of legal entities. A creditor shall have the right to claim early
termination or performance of the Companys obligations and reimbursement of
related damages by giving notice in writing within thirty (30) calendar days of
the date the Company notifies the creditor of the reorganization or within thirty
(30) calendar days of the date the announcement of the Companys decision to
reorganize is published.  In the event the acknowledgment of transfer or
separate balance sheet makes it impossible to determine the Companys
successor, the legal entities established as a result of such reorganization
shall be jointly and severally liable for the obligations of the Company to its
creditors.  Article 37.
Liquidation of the Company  37.1The Company may be
liquidated voluntarily by decision of the General Shareholders Meeting or by
court decision in the instances and in the manner provided for under the
current laws of the Russian Federation.  37.2In the event of the Companys
voluntary liquidation, the Board of Directors shall submit the matter of the
Companys liquidation and appointment of a liquidation commission to the
General Shareholders Meeting for decision.  The General Shareholders Meeting shall decide to
liquidate the Company and appoint a liquidation commission with a numerical
membership equal to that of the Board of Directors, as determined hereunder.  In the event of involuntary liquidation, the
liquidation commission may be appointed by the court which shall also
determine its numerical membership.  37.3As of the moment of its
appointment, the liquidation commission shall assume all of the powers to
manage the affairs of the Company. The liquidation commission shall represent
the Company in court.  The liquidation commission shall be liable under the
norms of the Russian Federations civil law for losses inflicted on the
Company, its shareholders and third parties.  37.4The liquidation commission
shall publish an announcement of the Companys liquidation and the procedure
and deadline for the filing of claims by its creditors. Such announcement shall
be published in publications which publish information on the registration of
legal entities. The term for the filing of creditors claims may not be
less than two months from the date of publication of the announcement of the
Companys liquidation.  37.5In the event the Company has
no obligations to creditors as of the moment the decision to liquidate the
Company is made, its property shall be distributed among the shareholders in
accordance with Clause 10.4.3 hereof.  37.6The liquidation commission
shall take steps to identify its creditors and to recover accounts receivable
and shall notify its creditors in writing of the Companys liquidation.  37.7Upon the expiration of the
period for the filing of creditors claims, the liquidation commission shall
draw up an interim liquidation balance sheet which shall contain information on
the composition of the Companys property, the claims filed by creditors and
the results of their consideration.  The interim liquidation balance sheet shall be
approved by the General Shareholders Meeting with the consent of the Companys
state registration authority.  37.8In the event the value of
the Companys property is insufficient for settlements with all of the Companys
creditors, and in the event of its voluntary liquidation, the liquidation
commission Chairman appointed by the General Shareholders Meeting shall apply
to an arbitrazh court requesting that a simplified procedure for the bankruptcy
of a debtor being liquidated be applied to the Company.  37.9Payments of cash amounts to
the Companys creditors shall be made by the liquidation commission in the
order determined under Clause 64.1 Civil Code of the Russian Federation.  44


37.10Upon completion of settlements
with the creditors, the liquidation commission shall draw up a liquidation
balance sheet to be approved by the General Shareholders Meeting with the
consent of the Companys state registration authority.  37.11Company property that
remains after the completion of settlements with the creditors shall be
distributed by the liquidation commission among the shareholders in the
following order of priority:  first, payments shall be made on shares to be
redeemed in accordance herewith;  second, payments shall be made of dividends
accrued but not paid of Class A preferred shares and the par value of Class A
preferred shares (liquidation value of Class A preferred shares) shall be
paid; and  third, Company property shall be distributed
among the shareholders holding ordinary shares and Class A preferred
shares with due regard for the previously paid par value of Class A
preferred shares.  37.12Property within each
category shall be distributed after distribution of property within the
previous category is completed.  In the event the Companys property is insufficient
for the payment of accrued but not paid dividends and the liquidation value as
determined hereunder to all of the shareholders holding preferred shares, the
property shall be distributed among the shareholders holding preferred shares
pro rata to the number of their shares.  37.13Liquidation of the Company
shall be deemed completed and the Company shall be deemed to have ceased to
exist as of the moment the state registration authority (registration
authority) makes a relevant entry in the unified state register of legal
entities.  45


Exhibit to
the Charter of
the Open Joint Stock Company Long-Distance
and International Telecommunications Rostelecom  LIST
of Branches and Representative Offices
of the Open Joint Stock Company Long-Distance
and International Telecommunications Rostelecom  1. Branches:  1.1 North-Western Branch of
OJSC Rostelecom (St. Petersburg);  1.2 Volga Branch of OJSC
Rostelecom (Samara);  1.3 Siberian Branch of OJSC
Rostelecom (Novosibirsk);  1.4 Southern Branch of OJSC
Rostelecom (Rostov-on-Don);  1.5 Urals Branch of OJSC
Rostelecom (Yekaterinburg);  1.6 Far Eastern Branch of
OJSC Rostelecom (Khabarovsk);  1.7 Central Branch of OJSC
Rostelecom (Moscow);  1.8 Long-Distance and
International Telephone (MMT) (Moscow);  1.9 Training and Production
Center (UPTs RT) (Town of Bekasovo, Naro-Fominsk District, Moscow Oblast).  2. Representative Offices:  2.1 Representative Office in
Geneva (Rue de Lausanne 94, 1202 Geneva, Switzerland);  2.2 Representative Office in
Yerevan, Republic of Armenia (Yerevan, 375010, Nalbadyana st., 28).   General Director
  Dmitry
  Ye. Yerokhin  46