**Exhibit 1.1**

Approved by the Annual GeneralMeeting of Shareholders ofMobile TeleSystems Open Joint Stock Companydated June 23, 2006

**CHARTER**

**OF**

**MOBILE TELESYSTEMS**

**OPEN JOINT STOCK COMPANY**

**(Restatedversion No. 4)**

Moscow, 2006

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# **1.General Provisions**

1.1. Mobile TeleSystems OpenJoint Stock Company (hereinafter the “Company”) was registered by the StateRegistration Chamber of the Ministry of Justice of the Russian Federation on 1 March 2000,registration number No R-7882.16. An entry was made on 2 September 2002in the Consolidated State Register of Legal Entities by the Moscow Departmentof the Ministry for Taxes and Levies of the Russian Federation, concerning anentity registered prior to 1 July 2002, under Primary State RegistrationNumber (OGRN) 1027700149124. The Company has been created and operates inaccordance with the Civil Code of the Russian Federation, the Federal Law “OnJoint Stock Companies”, the Federal Law “On Foreign Investments in the RussianFederation” and other current legislation of the Russian Federation and thisCharter.

The Company was created bythe consolidation of Mobile TeleSystems Closed Joint Stock Company (registeredon 28 October 1993 by the Moscow Registration Chamber, registration number027.941, and by the State Registration Chamber on 21 September 1994,registration number R-3566.16) and Russian Telephone Company Closed JointStock Company (registered by the Moscow Registration Chamber on 21 July 1995,registration number 634.535, and by the State Registration Chamber on 19 August 1996,registration number R-6068.16).

The Company is the legalsuccessor in respect of all rights and obligations of Mobile TeleSystems ClosedJoint Stock Company and Russian Telephone Company Closed Joint Stock Company.

The Company is the legalsuccessor to all rights and obligations of Rosico Closed Joint Stock Company(registered by the Moscow Registration Chamber of the Moscow Government on 4 March 1994under number 005.821 and entered into the Consolidated State Register of LegalEntities on 18 December 2002 by the Moscow Department of the RussianMinistry for Taxes and Levies under primary state registration number1027700547126), which was reorganized by merger into Mobile TeleSystems OpenJoint Stock Company on 9 June 2003.

The Company is the legalsuccessor to all rights and obligations of Amur Cellular Communications ClosedJoint Stock Company (registered by the Administration of Blagoveshchensk on 11 April 1996under number 189P and entered into the Consolidated State Register of LegalEntities on 27 August 2002 by the Russian Ministry for Taxes and LeviesInterdistrict Inspectorate No. 1 for Amur Region under primary stateregistration number 1022800511810), which was reorganized by merger into MobileTeleSystems Open Joint Stock Company.

The Company is the legalsuccessor to all rights and obligations of Dontelecom Closed Joint StockCompany (registered by the Administration of Rostov Region on 14 April 1994under number СП-1160/231 and entered into the ConsolidatedState Register of Legal Entities on 25 October 2002 by the RussianMinistry for Taxes and Levies Inspectorate for the Proletarsky District ofRostov-on-Don under primary state registration number 1026104143944), which wasreorganized by merger into Mobile TeleSystems Open Joint Stock Company.

TheCompany is the legal successor to all rights and obligations of Kuban-GSMClosed Joint Stock Company (registered by the Krasnodar Registration Chamber on15 May 1997 under number 6948 and entered into the Consolidated StateRegister of Legal Entities on 30 July 2002 by the Russian Ministry forTaxes and Levies Inspectorate for Krasnodar under primary state registrationnumber 1022301190779), which was reorganized by merger into Mobile TeleSystemsOpen Joint Stock Company.

The Company is the legalsuccessor to all rights and obligations of Mobile TeleSystems-Barnaul ClosedJoint Stock Company (registered by the Order of the Administration of theOctyabrsky District of Barnaul on 25 April 2000 under number 1287 andentered into the Consolidated State Register of Legal Entities on 30 September 2002by the Russian Ministry for Taxes and Levies Inspectorate for OctyabrskyDistrict of Barnaul, Altai Territory under primary state registration number102201506854), which was reorganized by merger into Mobile TeleSystems OpenJoint Stock Company.

TheCompany is the legal successor to all rights and obligations of MobileTeleSystems-Nizhni Novgorod Closed Joint Stock Company (registered by theNizhni Novgorod Registration Chamber on 22 January 2001 under number 4583and entered into the Consolidated State Register of Legal Entities on 14 August 2002by the Russian Ministry for Taxes and Levies Inspectorate for the SovietDistrict of Nizhni Novgorod under primary state registration number1025203721168), which was reorganized by merger into Mobile TeleSystems OpenJoint Stock Company.

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TheCompany is the legal successor to all rights and obligations of Telecom-900Closed Joint Stock Company (registered by the Moscow Registration Chamber on 02September 1999 under number 001.455.369 and entered into the ConsolidatedState Register of Legal Entities on 11 September 2002 by the RussianMinistry for Taxes and Levies Interdistrict Inspectorate No. 39 for Moscowunder primary state registration number 1027739174682), which was reorganizedby merger into Mobile TeleSystems Open Joint Stock Company.

TheCompany is the legal successor to all rights and obligations of Telecom-XXIOpen Joint Stock Company (registered by the Resolution of the Saint PetersburgRegistration Chamber on 04 April 1997 under number 68581 and entered intothe Consolidated State Register of Legal Entities on 21 August 2002 by theRussian Ministry for Taxes and Levies Inspectorate for the Central District ofSaint Petersburg under primary state registration number 1027809176031), whichwas reorganized by merger into Mobile TeleSystems Open Joint Stock Company.

TheCompany is the legal successor to all rights and obligations of Udmurt DigitalNetworks-900 Closed Joint Stock Company (registered by the Administrationof the Octyabrsky District of Izhevsk, Udmurt Republic on 21 May 1996under number 598/1 and entered into the Consolidated State Register of LegalEntities on 10 December 2002 by the Russian Ministry for Taxes andLevies  Inspectorate for the OctyabrskyDistrict of Izhevsk, Republic of Udmurtia under primary state registrationnumber 1021801168058), which was reorganized by merger into Mobile TeleSystemsOpen Joint Stock Company.

TheCompany is the legal successor to all rights and obligations of Horizon-RT OpenJoint Stock Company (registered by the Russian Ministry for Taxes and LeviesInspectorate for Yakutsk, Sakha Republic (Yakutia) on 26 September 2003and entered into the Consolidated State Register of Legal Entities on 26 September 2003by the Russian Ministry for Taxes and Levies Inspectorate for Yakutsk, SakhaRepublic (Yakutia) under primary state registration number 1031402065419),which was reorganized by merger into Mobile TeleSystems Open Joint StockCompany.

TheCompany is the legal successor to all rights and obligations of Uraltel ClosedJoint Stock Company (registered by the Government of the Sverdlovsk Region on23 July 1993 under number P-2417.16 and entered into theConsolidated State Register of Legal Entities on 7 October 2002 by theRussian Ministry for Taxes and Levies Inspectorate for the Verkh-IssetskyDistrict of Ekaterinburg under primary state registration number1026602321206), which was reorganized by merger into Mobile TeleSystems OpenJoint Stock Company.

TheCompany is the legal successor to all rights and obligations of Far EastCellular Systems-900 Closed Joint Stock Company (registered by theAdministration of Khabarovsk on 17 July 1996 under number 002753-АГand entered into the Consolidated State Register of Legal Entities on 30 July 2002by the Russian Ministry for Taxes and Levies Inspectorate for the Central District of Khabarovsk under primary stateregistration number 1022700911122), which was reorganized by merger into MobileTeleSystems Open Joint Stock Company.

TheCompany is the legal successor to all rights and obligations of SiberianCellular Systems-900 Closed Joint Stock Company (registered by theNovosibirsk Municipal Registration Chamber on 29 November 1996 undernumber 7816 and entered into the Consolidated State Register of Legal Entitieson 23 November 2002 by the Russian Ministry for Taxes and Levies  Inspectorate for the Central District ofNovosibirsk under primary state registration number 1025402480102), which wasreorganized by merger into Mobile TeleSystems Open Joint Stock Company.

TheCompany is the legal successor to all rights and obligations of TAIF-TELCOMOpen Joint Stock Company (registered by the State Registration Chamber with theMinistry of Justice of the  Republic ofTatarstan on 4 April 2000 under number 1213/к-1(50-02)and entered into the Consolidated State Register of Legal Entities on 23 July 2002by the Russian Ministry for Taxes and Levies Interdistrict Inspectorate No. 14 for the Republic of Tatarstanunder primary state registration number 1021602825397), which was reorganizedby merger into Mobile TeleSystems Open Joint Stock Company.

TheCompany is the legal successor to all rights and obligations of Tomsk CellularCommunications Closed Joint Stock Company (registered by the Federal TaxService Inspectorate for Tomsk on 30 September 2005 and entered into theConsolidated State Register of Legal Entities on 30 September 2005 by theFederal Tax Service Inspectorate for Tomsk under primary state registrationnumber 1057002621280), which was reorganized by merger into Mobile TeleSystemsOpen Joint Stock Company.

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TheCompany is the legal successor to all rights and obligations of SibChallengeClosed Joint Stock Company (registered by the Federal Tax Service Inspectoratefor the Central District of Krasnoyarsk on 3 October 2005 and entered intothe Consolidated State Register of Legal Entities on 3 October 2005 by theFederal Tax Service Inspectorate for the Central District of Krasnoyarsk underprimary state registration number 1052466370648), which was reorganized bymerger into Mobile TeleSystems Open Joint Stock Company.

TheCompany is the legal successor to all rights and obligations of BM TelecomClosed Joint Stock Company (registered by the Federal Tax Service Inspectoratefor the Octyabrsky District of Ufa on 3 October 2005 and entered into theConsolidated State Register of Legal Entities on 3 October 2005 by theFederal Tax Service Inspectorate for the Octyabrsky District of Ufa underprimary state registration number 1050204327557), which was reorganized bymerger into Mobile TeleSystems Open Joint Stock Company.

TheCompany is the legal successor to all rights and obligations of MTS-RTK ClosedJoint Stock Company (registered by the Federal Tax Service InterdistrictInspectorate No. 46 for Moscow on 4 October 2005 and entered into theConsolidated State Register of Legal Entities on 4 October 2005 by theFederal Tax Service Interdistrict Inspectorate No. 46 for Moscow underprimary state registration number 1057748460660), which was reorganized by mergerinto Mobile TeleSystems Open Joint Stock Company.

TheCompany shall carry out its economic activity on the basis of the currentlegislation of the Russian Federation and this Charter.

1.2. The full trade name ofthe Company in the Russian language shall be:Открытоеакционерноеобщество “МобильныеТелеСистемы.”

The full trade name of theCompany in the English language shall be: Mobile TeleSystems Open Joint StockCompany.

Theabbreviated trade name of the Company in Russian shall be:ОАО «МТС» or ОАО«МобильныеТелеСистемы».

Theabbreviated trade name of the Company in English shall be: MTS OJSC

1.3. The Company shall be a legal entity under thelegislation of the Russian Federation and have its own property and funds, anindependent balance sheet, a settlement account and other accounts at banks(including a foreign currency account), a seal specifying the name of theCompany in the Russian and English languages, letterhead bearing its name, itsown logo and trademark, and other requisites.

1.4. The Company shall acquire the rights of a legalentity upon its state registration.

1.5. The duration of the Company shall be unlimited.

1.6. The shareholders of the Company (“Shareholders”)shall not be liable for the obligations of the Company and shall bear the riskof losses associated with the Company’s activity to the extent of the value ofthe Shares owned by them, unless otherwise is stipulated by the existing law,and the Company shall not be liable for the obligations of the Shareholders.

1.7. The Company shall not be liable for the obligationsof the State, nor shall the State be liable for the obligations of the Company.

1.8. In the course of its activity the Company maycreate branches and representative offices in accordance with currentlegislation in the territory of the Russian Federation and abroad, as well asparticipate in the capital of other organizations.

1.9. The official languages of the Company shall beEnglish and Russian. The Company’s documents shall be in the Russian language.The board of directors of the Company (“Board of Directors”) shall, taking intoaccount the provisions of this Charter, approve the list of the Company’sdocuments that must be prepared in the English and Russian languages. The textsof such documents shall be authentic and have identical force.

1.10. The location of the Company shall be: 4Marksistskaya St., Moscow 109147, Russia.

# **2.Purpose and Principal Lines of Activity**

2.1. The purpose of the Company’s economic activitiesshall be to obtain profits through the planning, marketing, and operation of aradiotelephone mobile cellular network in the regions specified in licensesissued by the Ministry of Communication of the Russian Federation. In order toachieve this purpose, the Company’s activities shall include:

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•       cooperation with nationaland/or international operators of the Global System for Mobile Communications(GSM) in the territory of the Russian Federation and elsewhere to provide foran optimum level of service to clients of the Company;

•       cooperation with particular operators oftelephone networks in Moscow and the Russian Federation, as well as with theoperators of international communication networks;

•       performance of settlements with clients,as well as commercial and financial management of the network in accordancewith accepted international practice;

•       performance and marketing of additionalservices of mobile communication systems;

•       import, sales, leasing, installation andmaintenance of terminals and related devices;

•       operation and maintenance of monitoringequipment for GSM networks; and

•       conduct of any other activity inaccordance with resolutions of the Board of Directors and the Meeting ofShareholders that facilitate the achievement of the Company’s principal goals.

2.2. The Company shall carryout foreign economic activities both independently and through otherorganizations entitled to operate on the foreign market in accordance withcurrent legislation.

2.3. The Company may carry out activities for which alicense is required only if it holds a valid license to carry out such activityor has entered into contractual relations with a holder of the appropriatelicense.

# **3. Rightsof the Company**

3.1. In accordance with its purpose and lines ofactivity, the Company shall have the right:

•       to enter, both within the RussianFederation and elsewhere, into any legal transactions and to execute otherlegally significant actions regarding legal entities or individuals;

•       in the interests of the Company to own,use, and dispose of material assets and other assets transferred to the Company’sownership or use or acquired in the course of its economic activities, as wellas monetary funds held in bank accounts, subject to the requirements of thisCharter and current legislation;

•       to independently use profits that remain after taxesand other compulsory payments and settlements have been paid;

•       to acquire property rights and personal non-property rightsand bear responsibilities; to be a claimant or respondent in a court orarbitration court or before an arbitral tribunal, and to perform other actionsnot contrary to legislation;

•       to acquire, alienate, and rent, in the Russian Federation andelsewhere, enterprises and movable and immovable property necessary for theCompany’s activity;

•       to independently plan its production and economicactivities and the social development of its employees;

•       to use loans in rubles and in foreign currency at banks,organizations, and enterprises in the Russian Federation and elsewhere; to acquire foreign currency at auctions,on currency exchanges, and from legal entities and citizens on the terms established by currentlegislation;

•       to invest monetary funds in domestic loan bonds, bankcertificates, and other securities in circulation; to hold auctions, lotteries, and exhibitions; and toconduct operations on commodity and stock exchanges;

•       to engage legal entities and individuals to work in the lines ofits activity on the basis of civil-law contracts at wages agreed by the parties;

•       to independently set the total number of employees andtheir professional and qualification standards; to approve the permanent staffof the Company and the branches, representatives offices, and divisions createdby it; to determine forms and systems of wages and the shift system of work,and to adopt resolutions on the implementation of combined accounting of workhours;

•       to use all non-prohibited means of communication (includinginternational, telex, telephone, and facsimile);

•       to enjoy other rights provided for by current legislation.

# **4. Rightsand Obligations of the Company’s Shareholders**

4.1. In addition to therights provided for by other articles of this Charter, the Shareholders shallhave the right:

•       to freely assign the shares owned bythem, including by way of sale, gift, bequest, pledge, or otherwise alienate orencumber their shares in any way, without the consent of the other

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Shareholders in accordance with applicablelegislation, on condition of compliance with the provisions of this Charter.

•       to receive dividends;

•       to participate in direct or remote votingat the general meeting of shareholders of the Company (“General Meeting ofShareholders”) on all issues within its competence;

•       to transfer voting right to otherShareholders or to their own representatives pursuant to power of attorney;

•       to nominate and electcandidates to the management and supervisory bodies of the Company in themanner and on the terms established by this Charter;

•       in the manner and on theterms established by this Charter, to submit for consideration by themanagement bodies of the Company, in accordance with their competence,proposals concerning the Company’s activities, the state of its property, andthe size of its profits and losses;

•       to elect and be elected tothe management and supervisory bodies of the Company;

•       in the cases provided for bythe Charter, to elect the working bodies of the General Meeting ofShareholders;

•       to demand the calling of anextraordinary General Meeting of Shareholders or an unscheduled audit of theCompany’s activities by the audit commission of the Company (“Audit Commission”)or by an independent auditor in the manner and on the terms established by thelegislation of the Russian Federation and this Charter;

•       to demand the redemption by the Companyof some or all of the shares owned by them in the manner and in the casesestablished by the legislation of the Russian Federation and the Company’sCharter.

•       in the event that the Company isliquidated, to receive a portion of its property;

•       to have free access to the Company’sdocuments, in the manner established by the legislation of the RussianFederation and this Charter, and to receive copies thereof for a reasonablefee;

•       to exercise other rights provided for bythis Charter, the legislation of the Russian Federation, and resolutions of theGeneral Meeting of Shareholders adopted in accordance with its competence.

4.2. In addition to theobligations stipulated in other articles of this Charter, the Shareholdersshall be obligated:

•       to pay for shares in the manner andamount and by the means established by the Civil Code of the RussianFederation, the Federal Law of the Russian Federation “On Joint StockCompanies,” other legislation of the Russian Federation, the Company’s Charter,and the appropriate Decision on Issuance of Securities;

•       to fulfill the requirements of theCharter and the resolutions of the General Meeting of Shareholders;

•       to refrain from any intentional activities that might cause harm to theCompany;

•       not to divulge confidential informationconcerning the Company’s activities.

Shareholders who have notpaid for their shares in full shall bear joint and several liability for theCompany’s obligations to the extent of the unpaid value of the shares belongingto them.

# **5. CharterCapital of the Company**

5.1. The Company shall have a Charter Capital equal to199 332 613 rubles 80 kopecks (one hundred ninety-nine million three hundredthirty-two thousand six hundred thirteen rubles eighty kopecks), divided into 1993 326 138 (one billion nine hundred ninety-three million three hundredtwenty-six thousand one hundred thirty-eight) registered common shares with apar value of 0.1 (one-tenth) of one ruble (or 10 (ten) kopecks) each, acquiredby Shareholders.

The Charter Capital shallconsist of the aforesaid par value of registered common shares acquired by theShareholders (placed shares), namely, 1 993 326 138 (one billion nine hundredninety-three million three hundred twenty-six thousand one hundredthirty-eight) shares. The Charter Capital of the Company has been fully paid.

5.2. The Charter Capital maybe changed pursuant to a resolution of the General Meeting of Shareholders orthe Board of Directors in accordance with the Federal Law “On Joint StockCompanies” and other current legislation.

5.3. Increase of the Charter Capital.

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5.3.1. The Company shall beentitled to increase the Charter Capital of the Company by increasing the parvalue of all placed shares or by placing additional shares.

5.3.2. Additional shares maybe placed by the Company only within the limit of the number of authorizedshares established by the Charter.

5.4. In addition to the placed registered commonshares, the Company declares (shall have the right to place) 103 649 654 ( onehundred and three million six hundred forty-nine thousand six hundredfifty-four) registered common shares with a par value of 0.1 (one-tenth) of oneruble each to a total par value of 10 364 965 rubles 40 kopecks (ten millionthree hundred sixty-four thousand nine hundred sixty-five rubles forty kopecks)

Afterthe placement the declared registered common shares of the Company grant theequal volume of rights, as provided for the placed registered shares of theCompany by Article 4 of this Charter.

5.5. Decrease in the CharterCapital.

5.5.1. The Charter Capitalof the Company may be decreased by decreasing the par value of all placedshares of the Company equally or by reducing their total number, including byacquiring and canceling some of the placed shares,

# **6.Property and Funds of the Company**

6.1. The property of theCompany shall consist of fixed assets and working capital, material assets,securities, and other financial resources whose value is reported on theindependent balance sheet of the Company.

Thesources for forming the property of the Company shall be:

•       funds received by legal succession inconjunction with the creation and reorganization of the Company;

•       funds received from Shareholders inpayment for shares;

•       income from the sale of products (work,services) produced by the Company;

•       loans from banks and other creditors;

•       other sources not prohibited by currentlegislation.

6.2. Profits remaining afterthe payment of taxes and other compulsory payments (net profit) shall be at thecomplete disposition of the Company.

TheCompany may independently form the funds required for its activity. The Companyshall independently determine the composition, purpose, sources of formation,and manner of use of funds.

TheCompany establishes a reserve fund equal to 15 percent of the Charter Capital.

Annualcontributions to the reserve fund must be at least 5 percent of the Company’snet profit until the level of 15 percent of the Charter Capital is attained.

6.3. The Company shall sellthe products (works, services) produced by it at prices and tariffs setindependently or contractually, or, in the cases provided for by currentlegislation of the Russian Federation, at prices set by the state.

6.4. Losses arising in thecourse of the Company’s activity shall be covered out of the reserve fund and,in case of the insufficiency thereof, out of other sources.

# **7. Shares**

7.1. The Company shall have the right to issueregistered common shares, preferred shares, and other securities provided forby legal acts ofthe Russian Federation. Preferred shares may be issued only after correspondingamendments have been made to the Charter of the Company pursuant to aresolution of the General Meeting of Shareholders. Owners of shares shall beregistered in a Register of Shareholders, which must include the data requiredby legislation.

7.2. All common shares ofthe Company shall have the same par value and grant to the Shareholders who ownthem an identical amount of rights.

7.3. Common shares of theCompany shall be voting shares in respect of all issues within the competenceof the General Meeting of Shareholders.

7.4. In the event that theCompany is liquidated, the Shareholders shall share in the distribution of itsassets in the order of priority established by current legislation of theRussian Federation.

7.5. Shares shall be issuedin uncertificated form, and payment for shares shall be made in accordance withthe resolution respecting their placement.

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7.6. In the event that it isimpossible for a Shareholder to acquire a whole number of shares when exercisingits preemptive right to acquire additional shares or during the consolidationof shares, parts of shares are formed (“fractional shares”). A fractional sharegrants the Shareholder who owns it the rights conferred by shares of the samecategory (class) in a volume corresponding to that fraction of a whole sharewhich it represents.

Forthe purposes of reflecting in the Charter of the Company the total number ofplaced shares, all placed fractional shares shall be summed up. If this doesnot yield a whole number, the number of placed shares shall be reflected in theCharter of the Company as a non-integral.

Fractionalshares shall circulate on a par with whole shares. In the event that one partyacquires two or more fractional shares of the same category (class), suchshares shall form one whole share and (or) a fractional share, equal to the sumof such fractional shares.

7.7. Procedure foralienation of shares of the Company.

7.7.1. Shares of the Company may be alienated infavor of third parties. A Shareholder may alienate his shares in the mannerestablished by legislation.

7.7.2.A person who acquired more than 30 percent of the placed common shares of theCompany, including shares owned by this person and its affiliated persons,within 35 days after the date when an appropriate credit entry was made in thepersonal account (custody account) shall  forward to the shareholderswho own of the remaining common shares of the Company and to the holders ofemissive securities convertible into such shares a public offer to purchasesuch securities from them (hereinafter the “mandatory offer”) in accordance with the procedure established bythe law of the Russian Federation.

7.7.3.From the date of acquisition of more than 30% of the total number of the Company’scommon shares to the date of forwarding the mandatory offer to the Company inaccordance with requirements of the Federal Law “On Joint Stock Companies” theperson who has acquired more than 30% of placed common shares of the Company,including shares owned by this person and its affiliated persons, and itsaffiliated persons shall have voting rights only with respect to shares thatconstitute 30% of such shares. And the remaining shares owned by such personand its affiliated persons shall not be counted in determination of quorum.

7.7.4.Provisions of clause 7.7.2 and 7.7.3 of the Charter shall cover the acquisitionof a portion of the placed common shares of the Company exceeding 50% and 70%of the total number of the placed common shares of the Company. In such casethe voting right limitations as stipulated by clause 7.7.3 hereof shall onlycover newly acquired shares in excess of the respective portion.

7.7.5.A person that in cases provided for by the Federal Law “On Joint StockCompanies” has become an owner of more than 95% of the total number of theCompany’s common shares, including shares owned by this person ant itsaffiliated persons, shall redeem the remaining common shares of the Companyowned by other persons as well as emissive securities convertible into suchshares on request of the owners thereof following the procedure established by the Federal Law “On Joint StockCompanies”.

7.7.6.A person that in cases provided for by the Federal Law “On Joint StockCompanies” became an owner of more than 95% of the total number of the Company’scommon shares, including shares owned by this person ant its affiliatedpersons, may redeem the remaining common shares of the Company owned by otherpersons as well as emissive securities convertible into such sharesirrespective on consent of the owners of the remaining common shares(securities convertible into such shares) in accordance with procedureestablished by the Federal Law “On Joint Stock Companies”.

7.7.7. Unless otherwiseestablished by law, the Company may acquire shares placed by it in accordancewith the provisions of the Federal Law “On Joint Stock Companies” pursuant to aresolution of the General Meeting of Shareholders to reduce the Charter Capitalof the Company by acquiring some of the placed shares for the purpose ofdecreasing their total number. Shares acquired by the Company on the basis ofsuch a resolution shall be cancelled upon the acquisition thereof.

TheCompany shall have the right to acquire shares it has placed by resolution ofthe Board of Directors.

The Company shall nothave the right to adopt a resolution on acquisition of shares by the Company ifthe par value of shares of the Company which are in circulation is less than 90percent of the Charter Capital of the Company.

Shares acquired by theCompany in accordance with the second paragraph of this clause shall not conferthe right to vote, shall not be counted when votes are tallied and no dividendsshall accrue on them. Such shares shall be sold at their market value no laterthan one year from the date of their

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acquisition. If such isnot the case, the General Meeting of Shareholders of the Company is obligatedto adopt a resolution on reducing the Charter Capital of the Company byredeeming the aforementioned shares.

A resolution on acquiringshares shall specify the category (class) of shares that are to be acquired,the number of shares of each category (class) being acquired by the Company,the purchase price, the form and period of payment, and the period within whichthe shares are to be acquired.

Shares may be paid forwith money or other property. The period within which shares are acquiredcannot be less than 30 days.

The Shareholder of theCompany, who owns the shares of the category (class) of shares that are to beacquired by the Company, shall have a right to sell such shares to the Companyand the Company is obligated to buy them. In the event that the total number ofshares offered for sale to the Company by the shareholders is more than thetotal number of shares to be acquired by the Company, considering therestrictions imposed by current legislation of the Russian Federation, theshares shall be acquired on pro rata basis.

7.7.8. In the event of thereorganization or liquidation of a Shareholder that is a legal entity or thedeath of a Shareholder who is an individual, the successors (heirs) thereofshall become Shareholders of the Company. Inheritance or succession of sharesshall take place in accordance with the general civil procedure.

7.7.9. A new owner of sharesand other securities of the Company shall be obligated to communicate, within areasonable period of time, all necessary details about himself for the purposesof their entry into the Register of Shareholders and Owners of Registered Securitiesof the Company.

7.8. Consolidation andsplitting of shares.

7.8.1. The Company shallhave the right, pursuant to a resolution of the General Meeting ofShareholders, to carry out a consolidation of placed shares, thereby causingtwo or more shares of the Company to be converted into one new share of thesame category (class). Therewith, corresponding amendments regarding the parvalue and number of placed and authorized shares of the Company of respectivecategory (class) shall be made to the Charter of the Company.

7.8.2. The Company shall have the right, pursuant to aresolution of the General Meeting of Shareholders, to conduct a split of placedshares of the Company, thereby causing one share of the Company to be convertedinto two or more shares of the Company of the same category(class). Therewith,corresponding amendments regarding the par value and number of placed andauthorized shares of the Company of respective category (class) shall be madeto the Charter of the Company.

# **8.Placement of Shares and Other Securities of the Company.**

8.1. Procedure and methodsof placement of shares and other securities.

8.1.1. The Company shallplace shares at the time of the creation of the Company and when issuingadditional shares.

8.1.2. The Company mayeffect the placement of additional shares and other securities through opensubscription (public placement) or closed subscription (private placement) andconversion.

Inthe event of the increase of the Charter Capital of the Company out of theCompany’s property the Company implements the placement of additional sharesthrough distribution among shareholders in proportion to the number of sharesowned by them.

Themethods of placement by the Company of additional shares and other securitiesshall be established by the resolution respecting their placement.

Aresolution on placement by closed subscription of shares and other securitiesconvertible into shares as well as a resolution on placement by opensubscription of shares and securities convertible into common sharesconstituting over 25 percent of previously placed common shares shall beadopted by the General Meeting of Shareholders by three quarters of votes ofShareholders of the voting shares that participate in the General Meeting ofShareholders.

Theincrease of the Charter Capital of the Company out of the Company’s property bythe placement of additional shares through distribution among shareholderswithin the limit of the number and category (class) of the authorized sharesonly among shareholders in the number proportional to the number of sharesowned by them, as well as the placement by open subscription of common sharesconstituting no more than 25 percent of previously placed common shares of theCompany shall be carried out pursuant to a resolution unanimously adopted byall members elected to the Board of Directors of the Company. If an unanimityrespecting the issue of the increase of the Charter Capital of the Company hasnot been reached by the Board of Directors of the Company, then by resolutionof the

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Boardof Directors the issue of the increase of the Charter Capital may be referredto the General Meeting of Shareholders of the Company for decision.

8.1.3. In the casesestablished by legal acts of the Russian Federation, the placement ofadditional shares and other securities by the Company shall be done onlythrough open subscription.

8.1.4. Additional shares may be placed by the Company onlywithin the limits of the number of authorized shares established by thisCharter.

TheCompany may not adopt a resolution to place additional shares of a category(class) not established in the Charter of the Company for authorized shares.

Aresolution on increasing the Charter Capital of the Company through theplacement of additional shares may be adopted by the General Meeting ofShareholders of the Company at the same time as a resolution is adopted onincorporating provisions in the Charter of the Company on authorized shares oron incorporating provisions in the Charter of the Company on declaredregistered common shares.

8.1.5. Shareholders of the Company shall have thepreemptive right to acquire additional shares of the Company placed by opensubscription and other securities of the Company convertible into shares in anumber proportional to the number of voting shares of the same category (class)which they own.

Shareholdersof the Company who have voted against or who have not participated in voting onthe placement by closed subscription of shares or other securities convertibleinto shares shall have the preemptive right to acquire additional shares andother securities convertible into shares, to be placed by closed subscriptionin a number proportional to the number of voting shares of the same category(class) which they own. This right shall not apply to the placement of sharesand other securities convertible into shares carried out by closed subscriptiononly among Shareholders if the Shareholders have the possibility of acquiring awhole number of shares placed or other securities convertible into shares in anumber proportional to the number of voting shares of the same category (class)which they own.

Ifa resolution which constitutes the grounds for placing additional shares andother securities convertible into shares is adopted by the General Meeting ofthe Company’s Shareholders the list of persons that have the preemptive rightto acquire additional shares and emissive securities convertible into sharesshall be compiled on the basis of information from the Shareholders’ Registeras of the date of making up a list of persons entitled to participate in suchGeneral Meeting of Shareholders. Otherwise the list of persons that have thepreemptive right to acquire additional shares and other securities convertibleinto shares shall be compiled on the basis of information from the Shareholders’Register as of the date of adoption of the resolution which constitutes thegrounds for placing additional shares and other securities convertible intoshares. For the purpose of preparing the list of persons having the preemptiveright to acquire additional shares or other securities convertible into shares,a nominal holder of shares shall submit information on the persons in whoseinterests he holds the shares.

8.1.6. Persons having thepreemptive right to acquire additional shares or other securities convertibleinto shares of the Company shall be notified of the possibility of exercisingsuch preemptive right, provided by clause 8.1.5 hereof, in accordance with theprocedure for serving a notice of a General Meeting of Shareholders set forthin clause 12.12.1 hereof.

Thenotice shall contain information on the number of shares or other securitiesconvertible into shares which are being placed, the placement price or theprocedure for determining the placement price (including the placement price orthe procedure for determining the placement price in case the preemptive rightof acquisition is exercised), the procedure for determining the number ofsecurities that may be acquired by each person which has the preemptive rightto acquire such securities, the procedure for the submission by such persons ofapplications to the Company for the acquisition of shares and other securitiesconvertible into shares, the time period within which such applications shallbe received by the Company (hereinafter the “effective period of the preemptiveright”) which cannot be less than 45 days from the date when the notice wassent (delivered) or published unless another time period is stipulated by theexisting law. In case the procedure for determining the placement priceestablished by the resolution that constitutes the grounds for placingadditional shares and other securities convertible into shares provides fordetermining the placement price after the expiry of the effective period of thepreemptive right such period shall not be less than 20 days from the date whenthe notice was sent (delivered) or published. In such case the notice shallcontain information about the time period for payment for securities whichshall not be less than five business days from the date of

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placementprice disclosure. The Company shall not have the right to place additionalshares or other securities convertible into shares to persons that do not havethe preemptive right for the acquisition thereof prior to the expiry of theaforementioned period.

8.1.7. A person that has the preemptive right toacquire additional shares or other securities convertible into shares shallhave the right to exercise such preemptive right, wholly or in part, bysubmitting to the Company a written application for the acquisition of sharesor other securities convertible into shares with an attached document on payment for the shares or othersecurities convertible into shares which are being acquired (except for caseswhen the placement price is defined after the expiry of the effectiveperiod of the preemptive right). Such application shall contain the name (trade name)and place of residence (location) of the person that had submitted it, and thenumber of shares being acquired thereby.

8.2. Procedure for paymentfor shares and other securities being placed.

8.2.1. Shares and othersecurities of the Company may be paid for with money, securities, otherproperty, property rights, or other rights having a monetary valuation.

Ifa resolution constituting the grounds for placement of the additional shares orother securities convertible into shares stipulates payment for them in meansother than money, persons exercising their preemptive right shall be entitledat their discretion to pay for them with money.

8.2.2. The form of payment for additional shares ofthe Company shall be specified in the resolution on their placement. Paymentfor other securities of the Company may only be effected with money.

Theplacement of additional shares and other securities of the Company which areplaced through subscription shall be conditional on payment for them in full.

8.2.3. Where additional shares of the Company arepaid for with means other than money, the monetary value of the propertycontributed in payment for the shares shall be appraised by the Board ofDirectors of the Company in accordance with the current legislation. Whereshares of the Company are paid for with means other than money, the monetaryvalue of the property contributed in payment for the shares shall be appraisedby the independent appraisal unless otherwise is provided for by the federallaw.

8.2.4. Additional shares of the Company shall be paidfor at the price determined by the Board of Directors of the Company inaccordance with current legislation, but not below their par value.

Theplacement price for the additionally issued shares to be placed with thepersons exercising the preemptive right to acquire shares may be less than theplacement price to other persons but no more than by 10 (ten) percent.

8.2.5.The Company may not impose restrictions on the acquisition by nonresidents ofshares and other securities convertible into shares except where explicitlyprovided for by the legislation of the Russian Federation.

# **9.Dividends**

9.1. Pursuant to a resolutionof the General Meeting of Shareholders, dividends may be paid on the basis ofthe results of the first quarter, half, and/or nine months of the financialyear and/or the results of the financial year. A resolution to pay/declaredividends on the basis of results of the first quarter, half, and/or ninemonths of the financial year may be adopted within three months after the endof the respective period. Annual dividends shall be announced by the annualGeneral Meeting of Shareholders according to the results of the year.

9.2. The amount ofdividends, calculated for one common share, shall be determined by the GeneralMeeting of Shareholders at the recommendation of the Board of Directors. Theamount of dividends may not exceed the amount recommended by the Board ofDirectors of the Company.

9.3. The Company shall beobligated to pay dividends that have been announced. As a rule, dividends shallbe paid in money. A dividend may also be paid in the form of other property,shares (capitalization of profits), other types of securities, property, or theassignment of property rights or other rights having a monetary valuation. Theamount of the dividend and the form of payment thereof on shares shall beestablished in the resolution to pay dividends on shares.

TheGeneral Meeting of Shareholders may adopt a resolution not to pay dividends onshares.

9.4. Dividends shall netheraccrue nor be paid on shares that have not been issued into circulation or havebeen acquired by the Company.

9.5. Dividends shall accrueand be paid only on fully paid shares.

9.6. Interest shall notaccrue on dividends that have not been paid out or received.

 

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9.7. After a resolution topay dividends has been adopted by the General Meeting of Shareholders, suchdividends must be paid by the end of the year in which the resolution wasadopted, unless a shorter period is established by the resolution to pay the dividends.

9.8. For each payment ofdividends the Board of Directors shall prepare a list of persons entitled toreceive the dividends.

Thelist of persons entitled to receive dividends shall be prepared as at the dateof preparation of the list of persons entitled to participate in the GeneralMeeting of Shareholders that adopted the resolution to pay the dividends. Forthe purpose of preparing the list of persons entitled to receive annualdividends, a nominee holder of shares of the Company shall submit informationon the persons in whose interests he holds the shares of the Company.

9.9. In the casesestablished by current legislation, the Company shall not have the right toadopt a resolution to pay/announce dividends on shares.

9.10. The Company shall nothave the right to pay declared dividends on shares in the cases established bycurrent legislation.

# **10. Bondsand Other Securities of the Company**

10.1. The Company shall havethe right to place bonds and other securities provided for by the legal acts ofthe Russian Federation respecting securities.

10.2. The placement of bondsand other securities by the Company shall be done pursuant to a resolution ofthe Board of Directors.

Theplacement by the Company of bonds convertible into shares and other securitiesconvertible into shares shall be effected by resolution of the General Meetingof Shareholders of the Company or by the resolution of the Board of Directorsof the Company in cases stipulated by clause 8.1.2 hereof. The resolution ofthe Company’s Board of Directors on the placement of bonds convertible intoshares and other securities convertible into shares shall be adopted by theCompany’s Board of Directors unanimously by all Board of Directors members andvotes of exiting members of the Board of Directors shall not be counted.

10.3. A bond shall certifythe right of its owner to demand redemption of the bond (payment of the parvalue or payment of the par value and interest) at the established times.

Aresolution to issue bonds must define the form, the maturity date and method ofcancellation of the bonds.

10.4. Bonds may be placed bythe Company only after the Charter Capital has been fully paid in.

10.5. The par value of allbonds issued by the Company may not exceed the size of the Company’s CharterCapital or the amount of security provided to the Company by third parties forthe purposes of the bond issue.

10.6. The Company may placebonds with a single maturity date or bonds redeemable in series on certaindates.

Bondsmay be redeemed in monetary form or in other property in accordance with theresolution to issue the bonds.

TheCompany may provide for the possibility of early redemption of bonds at theoption of the owners thereof. In such case, the redemption value and theearliest date on which the bonds may be presented for redemption shall bespecified in the resolution to issue the bonds.

10.7. The Company may placebonds secured by certain property of the Company, bonds under security providedto the Company by third parties for the purpose of the issue, and debenturebonds.

10.8. Debenture bonds maynot be placed before the third year of the Company’s existence, and only aftertwo annual balance sheets of the Company have been duly approved.

10.9. Bonds may beregistered or bearer. When registered bonds are issued, the Company shall berequired to keep a register of their holders. A lost registered bond shall bereplaced by the Company for a reasonable fee. The rights of the owner of a lostbearer bond shall be restored by a court in the manner established by civilprocedural legislation of the Russian Federation for the restoration of a rightin respect of a lost bearer instrument.

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# **11.Managerial bodies of the Company**

The management bodies of theCompany shall be:

•       the General Meeting of Shareholders;

•       the Board of Directors;

•       the President (Individual ExecutiveBody).

# **12.General Meeting of Shareholders**

12.1. The General Meeting ofShareholders shall be the highest management body of the Company.

Thefollowing issues shall be within the competence of the General Meeting ofShareholders:

1.               making of amendments to theCharter of the Company or approval of a restated version of the Charter;

2.               reorganization of theCompany;

3.               liquidation of the Company,appointment of a liquidation commission, and approval of interim and finalliquidation balance sheets;

4.               determination of the size ofthe Board of Directors, election of its members, and early termination of theirpowers;

5.               determination of the number,par value, category (class) of authorized shares and rights granted by suchshares;

6.               increase of the Company’s CharterCapital by way of an increase in the par value of shares or the placement ofadditional shares;

7.               decrease of the Company’s CharterCapital by way of a decrease in the par value of shares, by way of theacquisition by the Company of some shares for the purposes of reducing theirtotal number as well as by the cancellation of shares acquired or redeemed bythe Company;

8.               determination of the size ofthe Audit Commission (internal auditor) of the Company, election of itsmembers, and early termination of their powers;

9. approval of theexternal auditor of the Company (“External Auditor”);

10.         payment/declaration of dividends on the basis ofresults of the first quarter, half, and/or nine months of the financial year;

11.         approval of the Company’s annual reports and annualfinancial statements, including income statements (profit and loss accounts),and distribution of profits (including the payment/declaration of dividends,except profits distributed as dividends on the basis of results of the firstquarter, half, and nine months of the financial year) and losses of the Companyon the basis of results of the financial year;

12. determination of the procedure for conducting theGeneral Meeting of Shareholders;

13.         election of members to the Counting Commissionand early termination of their powers;

14.         splitting and consolidation of shares;

15. adoption of resolutions on approval oftransactions in whose performance there is an interest, in the cases providedfor by Article 83 of the Federal Law “On Joint Stock Companies” and other legislation of the Russian Federation;

16. adoption ofresolutions on approval of major transactions associated with the acquisitionor alienation ofproperty by the Company, in the cases provided for by Article 79 of theFederal Law “On Joint Stock Companies” and other legislation of the RussianFederation;

17. acquisition by theCompany of placed shares in the cases provided for by the legislation of theRussian Federation;

18. adoption of aresolution on participation in holding companies, financial-industrial groups,and other associations of commercial organizations;

19. approval of internal documents regulating the activities ofthe Company’s bodies.

20. other issues providedfor by this Charter, the Federal Law “On Joint Stock Companies,” and othercurrent legislationof the Russian Federation.

Mattersassigned to the competence of the General Meeting of Shareholders cannot betransferred to the executive body of the Company to be resolved.

Mattersassigned to the competence of the General Meeting of Shareholders cannot betransferred to the Board of Directors of the Company to be resolved, with theexception of the issues envisaged by the current legislation.

12.2. General Meetings ofShareholders may be annual or extraordinary.

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12.3. Annual General Meetingof Shareholders.

12.3.1. The Company shall berequired to hold an annual General Meeting of Shareholders no earlier than twomonths before and no later than six months after the end of the precedingfinancial year of the Company. The specific date of the annual General Meetingof Shareholders shall be set by a resolution of the Board of Directors.

All meetings other than the annual meeting shall beextraordinary.

12.3.2. The annual GeneralMeeting of Shareholders shall be called by the Board of Directors. A resolutionto call such meeting must be adopted by a majority of votes of members of theBoard of Directors attending the respective meeting.

When adopting a resolution to call an annual GeneralMeeting of Shareholders, the Board of Directors shall establish the form inwhich the meeting is to be held and approve the provisions set forth in clause12.9.3 of the Company’s Charter.

12.3.3. The following issuesshall be decided each year at the annual General Meeting of Shareholders:

1.               election of members of theBoard of Directors of the Company ;

2.                approval of the Company’s annual reports and annualfinancial statements, including income statements (profit and loss accounts),and distribution of profits (including the payment/declaration of dividends,except profits distributed as dividends on the basis of results of the firstquarter, half, and nine months of the financial year) and losses of the Companyon the basis of results of the financial year;

3.               election of the members ofthe Audit Commission (internal auditor) of the Company;

4.               approval of the ExternalAuditor of the Company;

5.at the proposal of Shareholders, the Board of Directors, the Audit Commission,or the External Auditor, other issues may be included on the agenda of theannual General Meeting of Shareholders in the manner and within the timesestablished by the Company’s Charter.

12.4. Extraordinary GeneralMeeting of Shareholders.

12.4.1. An extraordinarymeeting of the General Assembly of Shareholders shall be held pursuant to aresolution of the Board of Directors on the basis of:

•       its own initiative;

•       a request by the Audit Commission(internal auditor) of the Company;

•       a request by the External Auditor of theCompany;

•       a request by a Shareholder (Shareholders)owning at least 10 (ten) percent of the voting shares of the Company on thedate the demand is made.

Such requests must be made in the manner and withinthe periods established by this Charter and include:

•       the wording of the agenda items;

Sucha request may also contain:

•       the wording of the resolutions on eachitem on the agenda contained in the request;

•       a proposal on the form in which themeeting of Shareholders should take place.

In the event that a request initiating the calling ofan extraordinary General Meeting of Shareholders of the Company contains aproposal nominating candidates to the Company’s bodies, the relevant provisionsof the legislation of the Russian Federation, the Charter of the Company and ofother internal documents of the Company shall apply to such request.

12.4.2. A resolution of theBoard of Directors initiating the calling of an extraordinary meeting ofShareholders shall be adopted by a two-thirds majority of votes of members ofthe Board of Directors participating in the respective meeting. Such resolutionmust approve:

•       the wording of issues on the agenda;

•       the form of holding the meeting.

The minutes of a meeting of the Board of Directorsthat adopts such a resolution must specify the names of the members of theBoard of Directors who, in the voting on the resolution, voted in favor,against, and abstained.

12.4.3. A request of theAudit Commission of the Company to call an extraordinary General Meeting shallbe adopted by a simple majority of votes of the members of the Audit Commissionattending the respective meeting and be sent to the Board of Directors. Saidrequest shall be signed by the members of the Audit Commission who voted infavor of its adoption.

Arequest by the External Auditor initiating the calling of an extraordinaryGeneral Meeting shall be signed by him and be sent to the Board of Directors.

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12.4.4. Shareholders owningin aggregate at least 10 percent of the voting shares of the Company whoinitiate the calling of an extraordinary General Meeting of Shareholders shallsend to the Board of Directors a written request specifying, in addition to theinformation specified in clause 12.4.1, the following information:

•       the names of the Shareholders andinformation about the voting shares owned by them.

Suchrequest shall be signed by the Shareholder or an agent thereof. If the requestis signed by an agent, a power of attorney shall be attached thereto.

Ifthe request is signed by a representative of the legal entity who acts on itsbehalf under a power of attorney, the power of attorney shall be attached tothe request.

12.4.5. A request to call anextraordinary General Meeting shall be submitted in writing by registeredletter to the Company’s address with notification of receipt or be submitted tothe Company’s office.

Thedate of submission of a request to call an extraordinary General Meeting shallbe defined as the date of notification of receipt thereof or the date of itssubmission to the Company’s office.

12.4.6. Within 5 days of thedate of submission of a request, the Board of Directors shall adopt aresolution to call or a resolution to refuse to call an extraordinary GeneralMeeting.

12.4.7. The Board ofDirectors may adopt a resolution refusing to call an extraordinary GeneralMeeting of Shareholders, or a resolution not to include on the agenda certainissues proposed by the initiators of a meeting, exclusively in the casesprovided for by the legislation of the Russian Federation.

12.4.8. An extraordinaryGeneral Meeting of Shareholders called at the request of the Audit Commission(internal auditor) of the Company, External Auditor or Shareholders (aShareholder) owning at least 10 percent of the voting shares of the Companymust be held within 40 days from the time when such request that theextraordinary General Meeting of Shareholders of the Company be held is made.

Ifthe proposed agenda of the extraordinary General Meeting of Shareholderscontains an item on election of the members of the Board of Directors of theCompany, such General Meeting of Shareholders must be held within 70 days fromthe time when the request that the extraordinary General Meeting ofShareholders of the Company be held is made, provided a shorter period is notstipulated in the Charter of the Company.

12.4.9. When adopting aresolution to convene an extraordinary General Meeting of Shareholders, theBoard of Directors shall, depending on the form in which the meeting is to beheld, approve the provisions set forth in clause 12.9.3 hereof for therespective form of the meeting.

12.4.10. A resolution of theBoard of Directors of the Company to call an extraordinary General Meeting ofthe Company’s Shareholders or a substantiated resolution on refusal to call anextraordinary General Meeting or refusal to include certain issues on theagenda of a meeting shall be sent to the persons who requested to call anextraordinary General Meeting within 3 (three) days of the time the correspondingresolution is adopted.

12.4.11. A resolution ofthe Board of Directors to refuse to call an extraordinary General Meeting ofShareholders or to include a proposed issue on the agenda may be appealed to acourt.

12.4.12. The Companyshall begin all measures relating to the calling, preparation, and holding ofan extraordinary General Meeting of Shareholders only after financing thereforehas been arranged in the manner established by this Charter.

Afterthe Board of Directors has adopted a resolution to call a General Meeting ofShareholders, the President of the Company shall be obligated to immediatelyarrange financing for the holding of the meeting.

12.5. A Shareholder’srepresentative at the General Meeting of Shareholders shall act in accordancewith powers granted to him under a power of attorney executed in writing.

Apower of attorney to vote must contain information about the principal and therepresentative (name, place of residence or location, passport data), as wellas information about the representative’s powers. A power of attorney to votemust be executed in accordance with the requirements of Article 185,clauses 4 and 5 of the Civil Code of the Russian Federation or notarized.

12.6. Voting at the GeneralMeeting shall be conducted according to the principle, “one share equals onevote,” except in the election of members of the Board of Directors inaccordance with clause 13.2 hereof. Resolutions of the General Meeting ofShareholders shall be adopted by a simple majority of votes of those attendingthe meeting.

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Resolutionson issues 1—3, 5, 7, and 17 of clause 12.1 hereof and on other issues, in casesdirectly provided for by current legislation, shall be adopted by the GeneralMeeting of Shareholders by a three-fourths majority of votes of theShareholders who own voting shares and are participating in the respectivemeeting.

12.7. Expenses associatedwith the preparation and holding of the annual General Meeting of Shareholdersor an extraordinary General Meeting of Shareholders initiated by members of theBoard of Directors or the Audit Commission (internal auditor) or by theExternal Auditor shall be paid out of the funds of the Company in accordancewith an budget approved by the Individual Executive Body of the Company and shallbe included in the Company’s annual budget.

12.8. If within the period established by thelegislation of the Russian Federation and the Company’s Charter the Board ofDirectors does not adopt a resolution to call an extraordinary General Meetingof Shareholders, or adopts a resolution to refuse to call such meeting, anextraordinary General Meeting of Shareholders may be called by the bodies andthe persons who requested such meeting.

Insuch case, expenses for the preparation and holding of the General Meeting ofShareholders may be reimbursed out of the Company’s funds pursuant to aresolution of the General Meeting of Shareholders.

12.9. Form of adopting resolutions by the GeneralMeeting of the Company’s Shareholders.

12.9.1. Resolutions of aGeneral Meeting of Shareholders may be adopted by means of holding a meeting(joint presence of shareholders for discussion of agenda issues and adoption ofdecisions  on issues requiring a vote) orby remote voting (without holding a meeting).

12.9.2. The persons includedon the list of persons entitled to participate in the General Meeting ofShareholders and their authorized representatives may participate in theGeneral Meeting of Shareholders. The following persons may participate in theGeneral Meeting of Shareholders held in the form of joint presence: the Company’sExternal Auditor, members of the Board of Directors and the IndividualExecutive Body of the Company, members of the Counting and Audit Commissionsand candidates included on ballots for election to managerial and supervisorybodies of the Company.

Simultaneouslywith the notifying the Company’s Shareholders of the General Meeting ofShareholders the Company shall send an invitation to participate in the GeneralMeeting of the Company’s Shareholders to members of the Board of Directors,members of the Audit Commission, and the Company’s External Auditor, and tocandidates for the Board of Directors and the Audit Commission whose names areincluded in ballots for voting at the General Meeting of the Company’sShareholders that is being called.

Incase the issue of reelection of the Board of Directors is put on the agenda ofthe Extraordinary General Meeting of Shareholders the invitation to participatein the General Meeting of the Company’s Shareholders shall be forwarded tocandidates nominated for election to the Board of Directors no less than 20days prior to the date of the Extraordinary General Meeting of Shareholders.

12.9.3. In preparing for aGeneral Meeting to be held in the form of joint presence, the Board ofDirectors shall determine:

•       the agenda of the General Meeting ofShareholders;

•       the form and text of the voting ballots;

•       the list of information (materials) to besubmitted to Shareholders in preparation for the General Meeting and theprocedure for submission of information;

•       the date of compilation of the list ofpersons entitled to participate in the General Meeting;

•       the date, place, and time of the meeting;

•       the date, place, and start time ofregistration to participate in the meeting;

•       the text of the notice of the GeneralMeeting to be sent to the Shareholders;

•       the manner of notifying Shareholdersabout the holding of a General Meeting of Shareholders.

Ifthe agenda includes issues on which voting may, in accordance with thelegislation of the Russian Federation, give rise to a Shareholder’s right todemand that the Company redeem shares owned by him, the Board of Directorsshall also determine:

•       the price to be paid for redeemed shares,corresponding to the market value thereof, determined in accordance withcurrent legislation;

•       the procedure and periods for effectingthe redemption.

Inpreparing for the holding of a General Meeting in the form of remote voting theBoard of Directors shall determine:

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•       the agenda of the General Meeting ofshareholders;

•       the form and text of voting ballots;

•       the list of information (materials) to beprovided to the persons entitled to participate in the meeting of shareholders;

•       the date of compilation of the list ofpersons entitled to participate in the meeting;

•       the manner of notifying Shareholdersabout the holding of a General Meeting of Shareholders;

•       the date on which Shareholders are to beprovided with voting ballots and other information (materials);

•       the last date on which voting ballotswill be accepted by the Company and the postal address towhich the completed ballots shall be sent;

•       the text of the notice of the GeneralMeeting to be sent to the Shareholders.

Ifthe agenda includes issues on which voting may, in accordance with thelegislation of the Russian Federation, give rise to a Shareholder’s right todemand that the Company redeem shares owned by him, the Board of Directorsshall also determine:

•       the price to be paid for redeemed shares,corresponding to the market value thereof, determined in accordance withcurrent legislation;

•       the procedure and periods for effectingthe redemption.

12.9.4. A General Meeting ofShareholders whose agenda includes items on election of the Board of Directorsor Audit Commission (internal auditor), approval of the Company’s ExternalAuditor, approval of the Company’s annual reports  and annual financial statements, includingincome statements (profit and loss accounts), and distribution of profits(including payment/declaration of dividends, except profits distributed asdividends on the basis of results of the first quarter, half, and nine monthsof the financial year) and losses of the Company on the basis of results of thefinancial year, cannot be carried out in the form of remote voting.

12.9.5. Voting at theGeneral Meeting of Shareholders that is held in the form of joint presence  and in the form of remote voting shall beconducted using voting ballots in conformity with the requirements of the legislationof the Russian Federation.

Inthe case of conducting a meeting in the form of joint presence, voting ballotsshall be handed to each person included in the list of persons entitled toparticipate in the General Meeting of Shareholders (its representative) againstthe signature of such person registered to participate in the General Meetingof Shareholders. In case of conducting the General Meeting of Shareholders bymeans of remote voting or in other cases provided for by the law the votingballot should be sent by registered mail, or courier, or shall be handed toeach person included in the list of persons entitled to participate in theGeneral Meeting of Shareholders, against the signature of such person, no laterthan 20 days before the date for holding the General Meeting of the Company’sShareholders. The Shareholders registered to participate in the General Meetingof Shareholders and the Shareholders whose ballots were received no later thantwo days prior to the date of the General Meeting of Shareholders are consideredas the participants of the General Meeting of Shareholders conducted in theform of joint presence. In a case of a General Meeting of Shareholders held inthe form of remote voting, the persons whose ballots were received by theCompany within the period established for the acceptance of voting ballotsshall be deemed to have participated in the meeting.

Ina case of remote voting, the resolutions approved by the General Meeting of theCompany’s  Shareholders and votingresults shall be submitted, in a manner as stipulated for submission of thenotice of a General Meeting of the Company’s Shareholders, to the persons,included in the list of persons entitled to participate in the General Meetingof the Company’s Shareholders, no later than 10 days after a record of votingresults is prepared in the form of a report on voting results.

12.10. Proposals for theagenda of the annual General Meeting.

12.10.1. The agenda of theGeneral Meeting of Shareholders shall be approved by the Board of Directors.The procedure for submission of proposals and approval of the agenda of anextraordinary General Meeting of Shareholders is set forth in clause 12.4hereof.

12.10.2. Shareholders owningin aggregate at least 2 percent of the voting shares of the Company shall havethe right to submit items to the agenda of the annual General Meeting. Suchproposals shall be submitted to the Company no later than 105 days after theend of the financial year.

12.10.3. Proposals for theagenda must be in writing and sent by registered letter to the Company’saddress or submitted to the Company’s office.

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12.10.4. A proposal for theagenda of an annual General Meeting of Shareholders must contain:

•       the wording of issues on the agenda ofthe meeting of shareholders;

•       the names of the Shareholders andinformation about the shares owned by them (number, category (class)).

Theproposal shall be signed by a Shareholder or his attorney in fact.

If the proposal is signed by an attorney in fact, apower of attorney shall be attached.

Ifthe proposal is signed by a representative of the legal entity, who acts on itsbehalf under a power of attorney, the power of attorney shall be attached tothe proposal.

12.10.5. No later than 5business days after the deadline for submission of proposals established by theCompany’s Charter, the Board of Directors shall be obligated to examine theproposals submitted and adopt either a resolution to include them on the agendaof the annual General Meeting of Shareholders or a resolution to refuse toinclude them on said agenda.

12.10.6. A resolution torefuse to include an issue on the agenda of an annual General Meeting ofShareholders may be adopted by the Board of Directors in the following cases:

•       the period established by this Charterfor the submission of proposals has not been complied with;

•       the proposal does not comply with therequirements of this Charter and current legislation;

•       the Shareholders who submitted theproposal are not, on the date of submission of the proposal, owners of therequired number of voting shares;

•       an issue proposed for inclusion on theagenda does not fall within the competence of the General Meeting pursuant tocurrent legislation and the Company’s Charter;

12.10.7. A substantiatedresolution to refuse to include the proposed issue on the agenda of the annualGeneral Meeting shall be sent by registered mail to the Shareholders whosubmitted the issue within 3 days of the adoption of resolution or delivered tothe Shareholder personally.

12.10.8. A resolution of theBoard of Directors refusing to include an issue on the agenda of an annualGeneral Meeting of Shareholders may be appealed to a court.

12.10.9. After Shareholders have been notified of aGeneral Meeting in the manner stipulated by this Charter, the agenda for suchmeeting cannot be changed.

12.11. Procedure fornominating candidates to the Company’s management and supervisory bodies.

12.11.1. Shareholders who inaggregate own at least 2 percent of the voting shares of the Company on thedate of submission of a proposal may nominate for election at the annualGeneral Meeting candidates to the Board of Directors, the Audit Commission andthe Counting Commission of the Company. Such proposals shall be submitted tothe Company no later than 105 calendar days after the end of the financialyear. The number of candidates in one application may not exceed the number ofmembers of the respective bodies set by Charter of the Company or by theGeneral Meeting of Shareholders.

Inthe event that the proposed agenda of an extraordinary General Meeting ofShareholders contains an item on election of the members of the Board ofDirectors of the Company who must be elected by cumulative voting, theShareholders (Shareholder) of the Company which own in aggregate at least 2percent of voting shares of the Company shall have the right to nominatecandidates for election to the Board of Directors of the Company, the number ofwhich cannot exceed the number of seats on the Board of Directors of theCompany. Such proposals shall be submitted to the Company no later than 30 daysbefore the date when the extraordinary General Meeting of Shareholders is to beheld.

12.11.2. An application tonominate candidates shall be submitted in writing by registered letter to theCompany’s address or be submitted to the Company’s office.

12.11.3. The followinginformation shall be included in an application (including in cases ofself-nomination):

•       the name of the candidate and, if thecandidate is a Shareholder of the Company, the number of shares owned by him;

•       name of the body of the Company forelection to which the candidate is being nominated;

•       other information on the candidate,stipulated by the Charter of the Company or internal document of the Company;

•       the names (trade names) of the Shareholdersnominating the candidate and the number, category (class) of shares owned bythem.

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Theapplication shall be signed by the Shareholder or his attorney in fact(representative). If the application is signed by an attorney in fact(representative), a power of attorney shall be attached.

12.11.4. The Board ofDirectors shall be obligated to examine the applications submitted and decidewhether to include the nominees on the list of candidates for voting inelections to the Board of Directors, the Audit Commission and the CountingCommission of the Company or to refuse inclusion no later than 5 days after theend of the period for submission of proposals established by this Charter.

12.11.5. In the cases provided for by currentlegislation, the Board of Directors may adopt a resolution to refuse to includenominees on the list of candidates for voting.

12.11.6. A substantiatedresolution of the Board of Directors to refuse to include a nominee on the listof candidates for voting in elections to the Board of Directors, the IndividualExecutive Body of the Company, or the Audit Commission shall be sent byregistered letter to the Shareholder (Shareholders) that submitted the proposalno later than 3 days after the adoption of such resolution or delivered personallyto the Shareholder.

12.12. Notification onconduction of a General Meeting of Shareholders.

12.12.1. Persons included inthe list of persons entitled to participate in the General Meeting ofShareholders of the Company shall be notified of a General Meeting to be heldin the form of joint presence or remote form no less than 30 calendar daysprior to the date of commencement of the General Meeting of Shareholders bysending the text of the notice of a General Meeting of Shareholders byregistered letter to the address specified in the list of persons entitled toparticipate in the General Meeting of Shareholders or be delivered personallyto such persons against a signature of receipt.

Thetext of the notice of a General Meeting of Shareholders may also be publishedin mass media determined pursuant to a resolution of the Board of Directors ofthe Company .

Thedate of notification of the Shareholders of a General Meeting shall be definedas the date of mailing, the date of publication, or the date of personaldelivery of the text of the notice.

Thetext of the notice of a General Meeting of the Company’s Shareholders may,pursuant to a resolution of the Board of Directors, additionally be sent inelectronic form to those Shareholders who have provided the Company or theregistrar with e-mail addresses for the delivery of such notices.

12.12.2. The text of anotice of the holding of a General Meeting in the form of joint presence shallspecify:

•       the full trade name and location of theCompany;

•       the information on initiators of the calling of the GeneralMeeting, its type (annual or extraordinary), and the direct form of holding themeeting;

•       the date, place, and time of the General Meeting ofShareholders;

•       the date, place, and start time of registration toparticipate in the General Meeting of Shareholders;

•       the date of compilation of the list of personsentitled to participate in the General Meeting of Shareholders;

•       the agenda of the General Meeting of Shareholders ;

•       the procedure for familiarizing with information(materials) to be provided to the Shareholders in preparation for the GeneralMeeting, including: addresses where Shareholders may inspect and obtain copiesof materials to be provided to persons entitled to participate in the meetingof shareholders of the Company in preparation for the General Meeting, andwhere to send corresponding written remarks and proposals on the said materialsand other proposals concerning the items on the agenda.

Inthe event that the agenda includes issues on which voting may, in accordancewith current legislation, give rise to a Shareholder’s right to demand that theCompany redeem shares, the notice must also contain information:

•       on the possession by Shareholders of theright to demand that the Company redeem shares owned by them;

•       on the price to be paid for redeemedshares, corresponding to the market value thereof, determined in accordancewith current legislation;

•       on the procedure and periods foreffecting redemption.

12.12.3. When a General Meetingis to be held in the form of remote voting, the text of the notice must containthe following information:

•       the full trade name and location of theCompany;

•       the form of the General Meeting of Shareholders;

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•       information about the initiators of theextraordinary meeting that is to be held in the remote form;

•       issues put on the agenda of the GeneralMeeting of Shareholders;

•       the date on which Shareholders are to beprovided with voting ballots and other information (materials);

•       the last day on which voting ballots willbe accepted by the Company;

•       addresses where voting ballots will beaccepted (mailing address and addresses of acceptance points);

•       the date of compilation of the list ofpersons entitled to participate in the General Meeting of Shareholders;

•       the procedure for notifying the personsentitled to participate in the General Meeting of Shareholders aboutresolutions adopted and the results of voting;

•       the procedure for familiarizing with theinformation (materials) to be provided in preparation for the General Meetingof Shareholders.

Ifthe agenda includes issues on which voting may, in accordance with thelegislation of the Russian Federation, give rise to a Shareholder’s right todemand that the Company redeem shares owned by him, the notice must alsocontain information:

•       on the possession by Shareholders of theright to demand that the Company redeem shares owned by them;

•       on the price to be paid for redeemedshares, corresponding to the market value thereof, determined in accordancewith current legislation;

•       on the procedure and periods foreffecting redemption.

12.12.4. Pursuant to aresolution of the Board of Directors, the text of a notice of a General Meetingmay also include other information supplementary to the required information.

12.12.5. The information(materials) that must be provided to the persons entitled to participate in themeeting of shareholders in preparation for an annual General Meeting shallinclude the following:

•       the annual accounting reports of theCompany;

•       conclusions of the Audit Commission onthe results of the annual audit of the Company’s financial statements ;

•       audit report;

•       information about candidates for theBoard of Directors, the Audit Commission (internal auditor) and the Counting Commission;

•       information about the proposed ExternalAuditor;

•       drafts of proposed amendments to theCompany’s Charter and internal regulations and/or drafts of a restated versionof the Charter and internal regulations of the Company;

•       drafts of resolutions of the GeneralMeeting of Shareholders of the Company;

•       other information prescribed by theCompany’s Charter, legislation, or a resolution of the Board of Directors.

12.12.6. The materials to beprovided to the persons entitled to participate in the General Meeting ofShareholders in preparation for a General Meeting shall not be sent to suchpersons unless the meeting is to be held in remote form. Persons entitled toparticipate in the General Meeting of Shareholders of the Company shall beentitled to inspect the materials at the addresses specified in the notice, andto obtain copies of all materials for the meeting at the specified addresses. Aperson entitled to participate in the General Meeting of Shareholders of theCompany shall be entitled to request that said materials be sent to him throughthe mail, with the proviso that the cost of postal services shall be paid bysaid Shareholder.

Whena General Meeting of Shareholders is to be held in the form of remote voting,the Company shall be required to send to the persons included in the list ofpersons entitled to participate in the General Meeting of Shareholders thematerials and information to be provided in the course of preparing and holdingthe General Meeting of Shareholders, along with voting ballots, by registeredletter to the address specified in the list of persons entitled to participatein the General Meeting of Shareholders of the Company , or to make delivery tosuch persons personally against a signature of receipt.

Pursuantto a resolution of the Board of Directors, information to be provided to thepersons entitled to participate in a General Meeting of Shareholders that isnot classified as confidential or a commercial secret may be published in wholeor in part on the Company’s Internet website.

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12.12.7. In the event that aperson registered in the Register of Shareholders of the Company is a nomineeholder of shares, the notice of a General Meeting shall be sent to the nomineeholder of shares. The nominee holder of shares shall be obligated to inform itsclients in the manner and within the time established by legal acts or by thecontract with the client.

12.13. Right to participateand methods of participation by Shareholders in a General Meeting.

12.13.1. The list of personsentitled to participate in a General Meeting shall be compiled on the basis ofdata in the Register of Shareholders of the Company as at a date to beestablished by the Board of Directors.

12.13.2. The dateestablished for compilation of the list of persons entitled to participate in aGeneral Meeting of Shareholders may not be earlier than the date of adoption ofthe resolution to hold the meeting or more than 50 calendar days before thedate of the meeting, and if the proposed agenda of an extraordinary meeting ofshareholders contains the issue dealing with the election of members to theBoard of Directors by cumulative voting, more than 65 days before the date ofthe General Meeting of Shareholders.

Inany event, the date of compilation of the list of persons entitled toparticipate in a General Meeting must precede the date established by theCompany’s Charter for notifying of such General Meeting the persons entitled toparticipate in the General Meeting of Shareholders.

12.13.3. For the purpose of compilationof the list of persons entitled to participate in a General Meeting, a nomineeholder of shares shall submit data concerning the persons on whose behalf itowns shares, as at the date of compilation of the list.

12.13.4. The list of personsentitled to participate in a General Meeting of Shareholders shall contain thefollowing information:

•               the name of the person ;

•               data required to identify such person;

•               postal address of the person to whichnotice of the holding of the General Meeting of Shareholders, voting ballotsand reports on the results of voting are to be sent;

•               data on the number, category (class) ofshares owned by the Shareholder, including those carrying voting rights at therespective meeting, whether on all issues within its competence or only oncertain issues on the agenda.

12.13.5. The list of personsentitled to participate in a General Meeting shall include Shareholders who ownfully paid registered common shares of the Company of any issue.

12.13.6. Changes to the listof persons entitled to participate in a General Meeting of Shareholders may bemade only in the event of restoration of violated rights of persons notincluded on the list on the date of its compilation or correction of errorscommitted when compiling the list.

12.13.7. The list of personsentitled to participate in a General Meeting of Shareholders shall be madeavailable by the Company for inspection upon the request of any personsincluded in that list and possessing in aggregate at least 1 percent of votes.

Therequest shall be signed by a Shareholder or his attorney in fact(representative). If the request is signed by an attorney in fact(representative), a power of attorney shall be attached.

 The request shall be sent by registered letterto the Company’s address or submitted to the Company’s office.

12.13.8. At the request ofany interested person the Company must within three days provide that personwith an excerpt from the list of persons entitled to participate in the GeneralMeeting of Shareholders, containing information about that person, or astatement indicating that the person is not included in the list of personsentitled to participate in the General Meeting of Shareholders.

12.13.9. In the event that ashare is transferred after the date of compilation of the list of personsentitled to participate in the General Meeting of Shareholders and before thedate of the General Meeting of Shareholders, a person included in the listshall be obligated to issue to the acquirer a power of attorney to vote or beobligated to vote at the General Meeting in accordance with the instructions ofthe acquirer of the share. This rule shall also apply to any subsequenttransfer of the share.

12.13.10. The right toparticipate in a General Meeting of Shareholders may be exercised by a personentitled to participate in the General Meeting of Shareholders both in personand through his representative.

12.13.11. The delegation ofrights (powers) to a person’s entitled to participate in a meeting ofshareholders representative shall be effected by the issuance of a writtenauthorization—a power of attorney—executed in accordance with the requirementsof legislation.

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12.13.12. A Shareholder mayat any time replace his representative or personally exercise the rightsgranted by a share upon terminating the respective power of attorney in themanner established by law, provided that such consequences of termination of apower of attorney as may be contemplated by law are complied with.

12.13.13. Where a share ofthe Company is in the common participatory ownership of several persons, votingpowers at the General Meeting of Shareholders shall be exercised, at theirdiscretion, either by one of the participants in common participatory ownershipor by their common representative. The powers of each of the aforesaid personsmust be duly formalized.

12.14. Working bodies of theGeneral Meeting of Shareholders of the Company.

12.14.1. The working bodiesof the General Meeting are:

•       the Chairman;

•       the Counting Commission.

12.14.2. The Chairman shallbe elected at the meeting by a majority of votes of the Shareholders present atthe meeting.

TheChairman shall perform the following functions:

•                    conduct the General Meetingof Shareholders;

•                    ensure compliance with rules ofprocedure for the General Meeting;

•                    sign the minutes of theGeneral Meeting.

12.14.3. With respect toperformance of the duties entrusted to it the Counting Commission shall be anindependent, standing working body of General Meeting of Shareholders.

12.14.4. The CountingCommission shall perform the following functions:

•       verify powers and register persons toparticipate in the General Meeting of Shareholders and keep a registrationjournal;

•       keep records of powers of attorney andthe rights granted thereby, reflecting these in a corresponding journal;

•       give out and send voting ballots andother information (materials) for the General Meeting and keep a journalrecording issued (sent) ballots;

•       determine the quorum of the GeneralMeeting of Shareholders;

•       explain issues relating to the exerciseby Shareholders (their representatives) of voting rights at the GeneralMeeting;

•       explain the procedure for voting onissues put to voting;

•       ensure compliance with the establishedvoting procedure and uphold the rights of Shareholders to participate invoting;

•       count votes and tally voting results;

•       prepare a record of voting results;

•       maintain files of all documents of theGeneral Meeting, including voting ballots;

•       perform other functions.

12.14.5. The CountingCommission shall be elected by the annual General Meeting of Shareholders.

12.14.6. The CountingCommission shall consist of at least 3 persons.

Membersof the Board of Directors, members of the Audit Commission (internal auditor),and the President of the Company as well as persons nominated as candidates forsuch positions may not serve on the Counting Commission.

12.14.7. The CountingCommission shall elect a chairman and a secretary from among its members. Thechairman shall entrust the functions of the secretary of the General Meeting toone of the members of the commission.

12.14.8. If the number ofShareholders owning voting shares of the Company becomes more than 500, theCounting Commission’s functions shall be performed by the Company’s registrar.In such case, clauses 12.14.5—12.14.7 of this Charter shall not apply and thefunctions of the Secretary of the General Meeting of Shareholders shall be performedby a person empowered by the registrar.

12.15. Quorum at a GeneralMeeting. Secondary calling of a General Meeting.

 12.15.1. A General Meeting of Shareholdersshall be empowered (have a quorum) if Shareholders (their representatives)holding in aggregate more than a half of the votes granted by the placed votingshares of the Company have participated in the meeting.

ThoseShareholders who have registered to participate in the General Meeting ofShareholders and those Shareholders whose voting ballots have been received nolater than two days before the 

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GeneralMeeting of Shareholders is held shall be deemed to have participated in theGeneral Meeting of Shareholders.

ThoseShareholders whose voting ballots have been received prior to the final datefor accepting voting ballots shall be deemed to have participated in theGeneral Meeting of Shareholders held in the form of remote voting.

12.15.2. In the case of ameeting held in direct form, the presence of a quorum shall be determined once,at the end of the period for official registration of participants in themeeting. The principle, “If a quorum has been reached, it may not be impaired,”shall apply.

12.15.3. In the absence of aquorum for holding a General Meeting, the Board of Directors shall announce thedate of a new General Meeting. The resolution of the Board of Directors to holda new General Meeting must approve the provisions set forth in clause 12.9.3hereof. No changes may be made to the existing agenda when holding the newGeneral Meeting.

Ifthe General Meeting was called at the initiative of the Board of Directors, theBoard of Directors shall have the right, in its resolution to call a newmeeting, to change the form of holding the meeting held.

12.15.4. Shareholders shallbe notified of the new General Meeting in the manner established by thisCharter for the respective form of holding the meeting.

12.15.5. A new GeneralMeeting in direct or remote form, called in the stead of a meeting that failedto take place, shall be empowered if, at the end of registration ofparticipants in the meeting, or the registration of received voting ballots, inthe case of a remote meeting, there shall have been registered Shareholders(their representatives) possessing in aggregate at least 30 percent of thevotes granted by the voting shares of the Company.

12.15.6. Where a GeneralMeeting is postponed, in connection with the lack of a quorum, by less than 40days, the persons entitled to participate in the General Meeting ofShareholders shall be determined in accordance with the list of personsentitled to participate in the meeting that failed to take place.

12.16. Voting at the GeneralMeeting

12.16.1. Voting at a GeneralMeeting of Shareholders shall be carried out in accordance with the principle, “onevoting share equals one vote,” except in the election of members of the Boardof Directors in accordance with clause 13.2 of this Charter.

12.16.2. Voting on allagenda issues at a General Meeting of Shareholders shall be conducted only withthe use of voting ballots.

12.16.3. The forms and textof voting ballots shall be approved by the Board of Directors. A separatevoting ballot must be approved by the Board of Directors for each issue on theagenda.

Inthe case of a General Meeting held in the form of joint presence, votingballots shall be issued to persons entitled to participate in the meeting ofShareholders at the time of their registration and shall be forwarded to suchpersons in cases provided for by the law of the Russian Federation.

Inthe case of a General Meeting held in the form of remote voting, voting ballotsshall be sent to Shareholders by the means and within the time established bythis Charter for notifying Shareholders of the holding of a General Meeting inremote form.

12.16.4. A voting ballotshall contain:

•       the full trade name of the Company andlocation of the Company;

•       the form of holding the General Meetingof Shareholders;

•       the date, place and time at which theGeneral Meeting of Shareholders is to be held and, in the event that pursuantto this Charter or the requirements of the current legislation completed votingballots may be sent to the Company, the postal address to which the completedvoting ballots are to be sent, or, in the event that the General Meeting of Shareholdersis to be held in the form of remote voting, the final date for accepting votingballots and the postal address to which the completed voting ballots are to besent;

•       the wording of a resolution on each issue(the name of each candidate) put to vote with the voting ballot and the orderin which it will be considered;

•       the voting choices for each matter put tovoting, expressed as “in favor,” “against” or “abstain,” except in the electionof members of the Board of Directors, where the voting ballot shall includeadditional space for the distribution of votes among candidates for the Boardof Directors;

•       the instruction that the voting ballotmust be signed by the Shareholder.

Inthe case of voting to elect candidates to management and supervisory bodies,and also, in the cases provided for by this Charter, to working bodies of theGeneral Meeting of Shareholders, 

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thevoting ballot shall contain information about the candidates, including theirsurnames, given names, and patronymics.

Eachvoting ballot may include only one agenda item.

12.16.5. A voting ballotshall be deemed invalid with respect to the agenda item specified thereon inthe event that:

•       there are corrections in details ofballots;

•       there are discrepancies between theballot submitted to the Counting Commission and the text and the form of theballot approved by the Company’s Board of Directors;

•       more than one choice is left except forvoting in accordance with instructions of persons who had acquired the sharesafter the date of making up a list of persons entitled to participate in theGeneral Meeting of Shareholders, or in compliance with instructions of theowners of depositary securities.

•       not a single choice is left in theballot;

•       all of the choices have been crossed out;

•       the Shareholder’s signature under theballot is missing;

•       the Company has received voting ballotssigned by a representative acting on the basis of the power of attorney forvoting in case the Company had received a notification of the  replacement (recalling) of suchrepresentative no later than two (2) days prior to the date of the GeneralMeeting of Shareholders;

•       in the course of counting the votes therehave been found out two or more filled out voting ballots of one person wherefor the same item of the agenda of the General Meeting of Shareholders thevoter has left various voting choices. This regulation shall not cover thevoting ballots signed by a person who had issued a power of attorney for votingin respect of shares that were transferred after the date of making up a listof persons entitled to participate in the General Meeting of Shareholders,and/or persons acting on the basis of such powers of attorney, where in thefields for the indication of the number of votes given for each voting choicethe number of votes given for the respective voting choice is indicated andthere are appropriate marks provided for by the normative acts of the RussianFederation;

•       in the ballot for voting on the issue ofelection of members of the Company’s Audit Commission or members of theCounting Commission the voting choice “In favor” is left for a grater number ofcandidates than the number of persons that shall be elected to the respectivebody of the Company. This regulation shall not cover the voting ballots thatwere signed by a person voting in respect of shares that were transferred afterthe date of making up a list of persons entitled to participate in the GeneralMeeting of Shareholders, in accordance with instructions received from thepersons who acquired such shares, and/or a person voting in respect of sharescirculating outside the Russian Federation in the form of depositarysecurities, and that contain appropriate marks provided for by the normativeacts of the Russian Federation;

•       the ballot has the votes “in favor” leftfor alternative versions of resolutions;

•       in the course of cumulative voting aShareholder has distributed between the candidates to the Board of Directors agreater number of votes than the numbers of votes he has in his disposal.

•       the ballots were submitted to theCounting commission after the time when the counting of votes was started.

Thevotes represented by such ballots shall be disregarded when tallying votingresults.

12.16.6. In the case ofvoting on an issue at the General Meeting of Shareholders on which Shareholdersowning common shares are entitled to vote, votes represented by all votingshares shall be counted together.

12.16.7. On the basis of theresults of voting, the Counting Commission shall compile a record of votingresults, which shall be signed by all members of the Counting Commission.

Aresolution shall be deemed adopted (or not adopted) immediately upon thepreparation of the record by the Counting Commission.

Therecord of voting results shall be attached to the minutes of the GeneralMeeting of Shareholders.

Afterthe compilation of the record of voting results and the signing of the minutesof the General Meeting of Shareholders, the voting ballots shall be sealed bythe Counting Commission and transferred to the Company’s files for storage.

12.16.8. In the case of aGeneral Meeting held in the form of joint presence, voting results and theresolutions adopted by the General Meeting (records of the Counting Commission)shall be 

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announcedat the General Meeting in the course of which the voting was conducted, or elsebe communicated to the persons included in the list of persons entitled toparticipate in the General Meeting of Shareholders after the closure of themeeting in the form of report in the manner established by this Charter fornotifying Shareholders of the holding of a General Meeting of Shareholders inthe respective form within 10 calendar days after the compilation of record ofvoting results.

12.17. Minutes of GeneralMeetings.

12.17.1. In the case of aGeneral Meeting conducted in the form of joint presence, the minutes of theGeneral Meeting shall be prepared within 15 business days of the closure of theGeneral Meeting. The minutes shall be prepared in two copies, each of whichshall be signed by the chairman and the secretary of the General Meeting.

12.17.2. The followinginformation shall be specified in the minutes of a General Meeting ofShareholders:

•       the place and time of the meeting;

•       the total number of votes held by Shareholdersowning voting shares of the Company;

•       the number of votes held by Shareholderswho took part in the meeting;

•       the chairman and the secretary of theGeneral Meeting and the agenda of the General Meeting.

Theminutes of a General Meeting of Shareholders shall include the main points ofspeeches, the issues put to voting and the results of voting thereon, and theresolutions adopted by the General Meeting.

12.18.Upon the receipt by the Company of a voluntary or mandatory offer to acquireshares (securities convertible into shares) in accordance with procedurestipulated by the Federal Law “On Joint Stock Companies” and this Charter theresolutions on the following questions shall be adopted only be the GeneralMeeting of Shareholders:

12.18.1.The increase of the Charter Capital by placing additional shares within thelimits of the quantity and categories (types) of declared shares;

12.18.2.Placement of securities convertible into shares, including options, by theCompany;

12.18.3.Approval of a transaction/several interrelated transactions dealing with theacquisition, alienation or the possibility of alienation by the Companydirectly or indirectly of any property the price of which constitutes tenpercent (10%) or more of the book value of the Company’s assets according tothe Company’s accounting statements as of the latest reporting date, unlesssuch transactions are made in the course of the Company’s every day businessactivities or unless such transactions had been completed before the informationabout the forwarding of a voluntary or mandatory offer to the Company wasdisclosed.

12.18.4.Approval of a transaction in whose completion there is an interest;

12.18.5.Acquisition by the Company of placed shares in cases stipulated by the FederalLaw “On Joint Stock Companies”;

12.18.6.Increase in remuneration to persons holding offices in the management bodies ofthe Company, setting the terms and conditions for the termination of powersthereof including the assignment or increase of compensation paid to suchpersons in case of termination of their powers.

Therestrictions contained in this clause cease to apply 20 days after the expiryof the time period established by the Federal Law “On Joint Stock Companies”for accepting a voluntary or mandatory offer. In the case that before suchmoment a person who, based on results of the acceptance of a voluntary ormandatory offer, had acquired more than thirty percent (30%) of the Company’scommon shares, including shares owned by such person or its affiliated persons,requests the calling of the extraordinary General Meeting of the Company’sShareholders whose agenda includes an issue of election of members of theCompany’s Board of Directors, the restrictions contained in this clause shallapply until tallying voting results in respect of the issue of election ofmembers of the Company’s Board of Directors at the General Meeting of theCompany’s Shareholders where such issue was discussed.

# **13. Boardof Directors**

13.1. The Board of Directorsof the Company shall carry out overall management of the Company’s activities,with the exception of the decision of issues assigned to the competence of theGeneral Meeting of Shareholders.

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TheBoard of Directors shall monitor the conformity of the Company’s activities tocurrent legislation of the Russian Federation, this Charter, and theresolutions of the General Meeting of Shareholders, including the Statute ofthe Company’s Board of Directors.

13.2. The Board of Directorsshall be elected by the General Meeting of Shareholders. The size of theCompany’s Board of Directors shall be determined by a resolution of the GeneralMeeting of Shareholders at the time of election of the Board of Directors. TheBoard of Directors shall consist of at least seven (7) members.

Membersof the Audit Commission may not be members of the Board of Directors.

Themembers of the Board of Directors shall be elected by cumulative voting. Incumulative voting, each voting share of the Company shall carry a number ofvotes equal to the total number of members of the Board of Directors. AShareholder may cast all votes carried by the shares owned by him in favor ofone candidate or distribute them among several candidates for the Board ofDirectors. The candidates who receive the greatest number of votes shall bedeemed elected to the Board of Directors.

13.3. Members of the Boardof Directors shall be elected for a term lasting until the next annual GeneralMeeting of Shareholders of the Company and may be re-elected an unlimitednumber of times. If the annual General Meeting of Shareholders of the Companyhas not been held within the periods established by the Charter of the Company,the powers of the Board of Directors of the Company shall terminate, with theexception of the powers to prepare for, call and hold the annual GeneralMeeting of Shareholders of the Company.

13.4. The powers of theBoard of Directors shall include the power to decide issues of overallmanagement of the Company’s activities that are not assigned to the competenceof the General Meeting of Shareholders in accordance with this Charter and aresolution of the General Meeting.

Thefollowing matters shall be within the competence of the Company’s Board ofDirectors:

1.               Determination of thepriority areas of the Company’s activities, determination of the Company’sdevelopment strategy, and approval of the Company’s annual budgets (financialplans);

2.               Calling of annual andextraordinary General Meetings of Shareholders, except in the cases providedfor by Article 55, section 8 of the Federal Law “On Joint Stock Companies”;

3.               Approval of the agenda of aGeneral Meeting of Shareholders of the Company;

4.               Setting the date forcompilation of the list of persons entitled to participate in a General Meetingof Shareholders of the Company, and other matters assigned to the competence ofthe Board of Directors and associated with the preparation and holding of aGeneral Meeting of Shareholders;

5.               Referring the issues setforth in clause 12.1, subclauses 2, 6 and 15—20 hereof to the General Meetingof Shareholders for decision;

6.               Determination of the price(monetary value) of property, and the price of placement and issue ofsecurities in those instances envisaged in the current legislation;

7.               Placement by the Company ofbonds and other securities;

8.               Acquisition of shares, bondsand other securities placed by the Company, in the cases provided for by theFederal Law “On Joint Stock Companies” and other legislation of the RussianFederation;

9.               Recommendations on theamount of remuneration and compensation to be paid to the members of theCompany’s Audit Commission and determination of the amount to be paid for theservices of the External Auditor;

10.         Recommendations on theamount of the dividend on shares and the procedure for payment thereof;

11.         Use of the Company’s reservefund and other funds;

12.         Approval of the internaldocuments of the Company, with the exception of those internal documents,approval of which pursuant to the current legislation is assigned to the competenceof the General Meeting of Shareholders of the Company, and other documents ofthe Company, approval of which pursuant to this Charter is assigned to thecompetence of the Individual Executive Body of the Company;

13.         Adoption of resolutions onthe creation and liquidation of branches, opening and closing of representativeoffices of the Company and approval of statutes of the Company’s branches andrepresentative offices;

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14.         Approval of majortransactions in the cases provided for by Chapter X of the Federal Law “OnJoint Stock Companies” and other legislation of the Russian Federation;

15.         Approval of transactions inwhose completion there is an interest, in the cases provided for by Chapter XIof the Federal Law “On Joint Stock Companies” and other legislation of theRussian Federation;

16.         Approval of the registrar ofthe Company and of the terms and conditions of the agreement with it and ontermination of the agreement with it;

 17.      Adoption of resolutions providing that the Companywill pay costs associated with the conduct of unplanned audits andverifications by the Audit Commission initiated by Shareholders owning thenumber of voting shares of the Company specified by this Charter;

18.         The increase of the CharterCapital of the Company out of the Company’s property by placement of additionalshares through distributing them among shareholders within the limit of thenumber and category (class) of authorized shares only among shareholders in thenumber proportional to the number of shares owned by them, as well as theplacement by open subscription of common shares and securities, convertibleinto common shares constituting no more than 25 percent of previously placedcommon shares of the Company;

19.         Strategic management of theCompany’s activities and supervision over the activities of the IndividualExecutive Body of the Company;

20.         Supervision over thecompliance of the Company with the current legislation, this Charter and theresolutions of the General Meeting of Shareholders of the Company;

21.         Management of operationsdealing with the fulfillment of resolutions of the General Meeting of theCompany’s Shareholders;

22.         Estimation of political,financial and other risks affecting the Company’s activities;

23.         Determination of basicdirections of investments and adoption of resolutions on the Company’sparticipation in other organizations;

24.         Evaluation of results of theCompany’s activities;

25.         Assurance of the Company’scompliance with the current legislation;

26.         Assurance of the Company’scompliance with the principles of corporate governance;

27.         Timely consideration ofreports of the Audit Commission and other commissions under the authority ofthe Board of Directors and issuance of recommendations to commissions ifnecessary;

28.         Formation of the executivebody (election of the Individual Executive Body — the President of the Company)and early termination of his powers;

29.         Other issues provided for bycurrent legislation and this Charter.

13.5. A resolution of theGeneral Meeting of Shareholders to terminate early the powers of the Board ofDirectors may be adopted only with respect to all members of the Board ofDirectors.

Inthe event of early termination of the powers of the Board of Directors, thepowers of the new Board of Directors shall be effective until the next annualGeneral Meeting of Shareholders.

Amember of the Board of Directors may at any time send a notice to the Company,addressed to the Chairman of the Board of Directors, voluntarily relinquishinghis powers. A copy of the notice shall simultaneously be sent to the othermembers of the Board of Directors. In such case, the powers of members of theBoard of Directors shall not terminate, except as provided by clause 13.6 ofthis Charter.

13.6. The Board of Directorsshall retain its powers irrespective of any vacancies that may arise, with theproviso that, if the number of members of the Board of Directors, excludingexiting members, falls below the quorum established in clause 13.10 of thisCharter, the Board of Directors shall be required to call an extraordinaryGeneral Meeting of Shareholders to elect a new Board of Directors. In suchcase, the remaining members of the Board of Directors shall be entitled only toadopt a resolution to call such extraordinary General Meeting of Shareholders.

13.7. The Board of Directorsshall elect a Chairman of the Board and one deputy. Meetings of the Board ofDirectors shall be called by the Chairman of the Board or by any two members ofthe Board of Directors. The Chairman of the Board of Directors or his deputyshall preside at meetings of the Board of Directors.

TheBoard of Directors shall adopt resolutions and organize work in accordance withthe Statute of the Board of Directors approved by General Meeting ofShareholders (including by remote voting or by poll).

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Allresolutions at meetings of the Board of Directors shall be adopted by a simplemajority of votes of the members present at the meeting, except where otherwiseexplicitly provided for by this Charter or the current legislation.

13.8. The Board of Directorsshall meet as necessary, but at least once every quarter.

13.9. During the period ofperformance of their duties the Directors pursuant to the resolution of theGeneral Meeting of Shareholders shall be reimbursed for transportation andother expenses and shall be paid a remuneration, the amount of which shall beestablished by the General Meeting of Shareholders.

13.10. The presence of atleast fifty percent (50%) of the total number of elected members of the Boardof Directors is required to satisfy the quorum at the meeting of the Board ofDirectors.

13.11. A resolution of theBoard of Directors may be adopted by remote voting (by poll) in the mannerprovided by the Statute of the Board of Directors.

Whena meeting of the Board of Directors is held in direct form, written opinions ofabsent members of the Board of Directors shall be taken into account.

13.12. Requirements thatmust be met by persons elected to the Board of Directors may be established bythe Bylaw on the Board of Directors.

13.13. Pursuant to aresolution of the Board of Directors, committees of the Board of Directors maybe created within the Board of Directors.

# **14.President**

14.1. The Company’s Board ofDirectors shall elect the President of the Company by a majority of votes ofelected members of the Board. The term of office of the President of theCompany shall be determined by the Company’s Board of Directors at the time ofelection of the President and may not exceed three (3) years. The rightsand obligations, and the times and amounts of payment for the President’sservices shall be determined by a contract concluded with him by the Company,represented by the Chairman of the Board of Directors or by a person authorizedby the  Company’s Board of Directors.

14.2. The President shall beaccountable to the General Meeting of Shareholders and the Board of Directors.

ThePresident of the Company may not simultaneously be the Chairman of the Board ofDirectors.

14.3. The competence of thePresident shall include all issues pertaining to management of the Company’scurrent activities, with the exception of issues assigned to the competence ofthe General Meeting of Shareholders and the Board of Directors.

ThePresident shall organize the performance of resolutions of the General Meetingof Shareholders and the Board of Directors.

14.4. The President shallact in the name of the Company without a power of attorney, and in suchcapacity, inter alia:

•       carry out the day-to-day management ofthe Company’s activities;

•       have the right of first signature onfinancial documents;

•       dispose of the Company’s property so asto provide for its current activities, within the limits established by thisCharter;

•       represent the Company’s interests both inthe Russian Federation and elsewhere, including in foreign states;

•       approve the staff, enter into laboragreements with the Company’s employees, and provide incentives to suchemployees and impose penalties on them;

•       independently conclude transactions inthe Company’s name, or, in the cases provided for by the Federal Law “On JointStock Companies” and this Charter, pursuant to a resolution of the GeneralMeeting of Shareholders or a resolution of the Board of Directors;

•       issue powers of attorney on behalf of theCompany;

•       arrange for the keeping of accountingrecords and reports by the Company;

•       issue orders and give instructionsbinding upon all employees of the Company;

•       perform other functions necessary toachieve the Company’s objectives and ensure its normal operation, in accordancewith current legislation and the Company’s Charter, with the exception offunctions assigned by the Federal Law “On Joint Stock Companies” and theCompany’s Charter to other management bodies of the Company.

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14.5. The election of thePresident of the Company and early termination of his powers shall beaccomplished on the basis of the resolution of the Company’s Board ofDirectors.

14.6. Requirements that mustbe met by persons elected to the position of President may be established bythe Bylaw on the President of the Company and/or a resolution of the Board ofDirectors.

14.7. The person performingthe functions of the President shall be permitted to simultaneously occupypositions on the management bodies of other organizations only with the consentof the Board of Directors.

# **15.Reports of the Company**

15.1. The financial year ofthe Company shall begin on January 1st and end on December 31st ofthe current year, inclusive.

15.2. The Company shall keepaccounting records and accounting and other statistical reports in accordancewith the requirements of current Russian legislation.

Internationallyaccepted accounting principles shall be implemented to the extent permitted bylegislation.

Allpayment documents, balance sheets, financial reports, and account books shallbe prepared in the Russian language. Where necessary for the purposes of anaudit, the essential elements of each document may be translated into English.The Company’s quarterly and annual financial statements shall be prepared inthe Russian and English languages.

Within40 days of the end of each quarter and within 100 days of the end of eachfinancial year, the President shall provide each Shareholder with a quarterlyand annual balance sheet and a report on the results of economic activities,which shall be prepared in the Russian and English languages. These reports,signed by the President and the Vice President for Finance, shall beimmediately delivered to the Audit Commission, whose duties shall include verifyingthe correct preparation thereof and the accuracy of the data contained thereinwithin 15 days of the receipt thereof.

15.3. For the purposes ofimplementing governmental, social, economic and tax policies, the Company shallbe responsible for the preservation of documents (managerial, financial andeconomic, personnel-related, etc.), ensure the transfer of scientifically andhistorically significant documents to the central archives of Moscow for statestorage, in accordance with a list of documents agreed with the Mosarkhivassociation, and store and use personnel-related documents pertaining in theestablished manner.

15.4. In the course of itsactivities the Company shall conduct work to record and exempt from service itsemployees in the reserve and called up for military service, in accordance withthe requirements of the legislation of the Russian Federation and decrees ofthe Government of the Russian Federation. The President of the Company shall bepersonally liable for the fulfillment of this work.

# **16. AuditCommission**

16.1. The Audit Commissionshall supervise the financial and economic activities of the Company. Theprocedure for the activities of the Audit Commission shall be approved by theGeneral Meeting of Shareholders.

16.2. The Audit Commissionshall be elected by the General Meeting of Shareholders. The General Meeting ofShareholders may elect individual new members of the Commission or elect a newCommission as a whole.

Membersof the Board of Directors may not simultaneously be members of the AuditCommission.

16.3. The accuracy of theinformation contained in the annual report of the Company and annual balancesheets must be confirmed by the Audit Commission (internal auditor) of theCompany and an auditor of the Company, which has no privity ties with theCompany or Shareholders.

16.4. The Audit Commissionmay, with the approval of the General Meeting or the Board of Directors, engageauditing firms to participate in its work.

16.5. A verification of theCompany’s financial and economic activities shall be conducted at any time onthe initiative of the Audit Commission, pursuant to a resolution of the GeneralMeeting of Shareholders or the Board of Directors, or at the request ofShareholders owning in aggregate at least 10 percent of the voting shares ofthe Company.

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16.6. An audit of theCompany’s activities shall be conducted at any time at the request ofShareholders having in aggregate no less than a 10 percent interest in theCompany’s Charter Capital.

# **17.Register of Shareholders**

17.1. The Company shall, inthe manner established by current legislation of the Russian Federation,commission a specialized registrar to keep and maintain the Register ofShareholders.

17.2. A person registered inthe Register of Shareholders of the Company shall be required to promptlyinform the holder of the Register of Shareholders of the Company about anychanges in his information. Neither the Company nor the specialized registrarshall be liable for any damages caused in connection with a person’s failure toreport changes in his information.

17.3. A Shareholder’sownership of shares of the Company shall be confirmed by an entry in theRegister of Shareholders or, in the event that rights to shares are recorded bya person carrying out depositary activity, by an entry on a depositary account.A transaction with shares shall be carried out, and ownership of a share shallpass to the new owner, at the moment a credit entry is made on the personalaccount of the acquirer, if rights to shares of the Company are recorded in thesystem of keeping the Register of Shareholders, or at the moment a credit entryis made on the depositary account of the acquirer, if rights to shares of theCompany are kept by a person carrying out depositary activity.

# **18. Liquidationand reorganization**

18.1. The Company may beterminated (liquidated)

•       pursuant to a resolution of the GeneralMeeting of Shareholders;

•       by the decision of a court.

18.2. Liquidation of theCompany on a voluntary basis shall be carried out by a liquidation commissionappointed by the Company. Compulsory liquidation shall be carried out by acommission appointed by a court.

18.3. All powers to managethe affairs of the Company shall pass to the liquidation commission upon theappointment thereof. The liquidation commission shall appraise assets; identifycreditors and settle with them and with Shareholders; and prepare a liquidationbalance and submit it to the General Meeting of Shareholders.

18.4. The funds of theCompany, including proceeds from the sale of property, shall be distributed inaccordance with the requirements of legislation.

18.5. The liquidation of theCompany shall be deemed complete, and the Company to have ceased to exist, fromthe time a corresponding entry is made in the state register.

18.6. Disputes between theCompany and legal entities or individuals, including foreign, shall be examinedin accordance with current legislation.

18.7. The Company may bereorganized by way of consolidation, split-up, spin-off, merger, or transformation.

Adecision to reorganize the Company may be taken by the General Meeting ofShareholders, authorized government authorities, or a court in the casesprovided for by current legislation.

18.8. In the event that theCompany is reorganized necessary amendments shall be made to its Charter. Inthe event that the Company is liquidated, a corresponding entry shall be madein the register.

18.9. The reorganization ofthe Company shall entail the transfer of its rights and obligations to itssuccessor.

18.10. The creation of a newcompany by the transfer to it of all rights and obligations of two or morecompanies and the termination thereof shall be deemed a consolidation of thecompanies.

18.11. Dissociation of theCompany shall be regarded as the termination of the Company with the transferof its rights and obligations to a newly established company.

Thetermination of one or more companies with the transfer of all their rights andobligations to another company shall be deemed a merger of the Company.

Inthe event that the Company is reorganized and its activity terminated, alldocuments (managerial, financial, personnel-related, etc.) shall be transferredin accordance with the established rules to the successor enterprise.

Inthe absence of a successor, scientifically and historically significantdocuments shall be transferred for state storage to the archives of theMosgorarkhiv association. Personnel-related 

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documents(orders, personal files, account cards, etc.) shall be transferred for storage tothe records office of the municipality in which the Company is located.Documents shall be collated and transferred by and at the expense of theCompany in accordance with the requirements of the archival authorities.

# **19.Subsidiaries, branches, and representative offices**

19.1. The Company mayestablish subsidiaries, representative offices, and branches in the territoryof Russia and elsewhere in accordance with the requirements of currentlegislation of the Russian Federation and the legislation of the foreign stateswhere subsidiaries, branches, and representative offices are located, unlessotherwise provided by an international treaty.

Branchesand representative offices shall carry out their activities in the name of theCompany, which shall be liable for their activities.

19.2. Branches andrepresentative offices shall not be legal entities, and shall be furnished withproperty by the Company and act in accordance with a statute governing them.

Branchesand representative offices shall have independent balance sheets, which shallform part of the Company’s balance sheet.

Resolutionsto create and liquidate branches and open and close representatives offices,the statutes governing them, shall be adopted by the Board of Directors inaccordance with the legislation of the country where the respective branch orrepresentative office is founded. Directors of branches and representativeoffices shall act on the basis of powers of attorney issued by the Company.

19.3. Representative officesand branches shall be liable for the obligations of the Company and the Companyshall be liable for their obligations.

19.4. The Company has thefollowing branches:

19.4.1.     Branch of Mobile TeleSystems Open JointStock Company in the North-West Macro-region.

Locationof branch: 8, Italyanskaya St., Saint Petersburg, Russian Federation.

19.4.1.1. Branch of MobileTeleSystems Open Joint Stock Company in Syktyvkar, the Republic of Komi.

Locationof branch: Syktyvkar, Republic of Komi, Russian Federation

19.4.1.2. Branch of MobileTeleSystems Open Joint Stock Company in Pskov.

Locationof branch: Pskov, Pskov Region, Russian Federation.

19.4.1.3. Branch of MobileTeleSystems Open Joint Stock Company in St. Petersburg.

Locationof branch: St. Petersburg, Russian Federation.

19.4.1. 4. Branch of MobileTeleSystems Open Joint Stock Company in the Arkhangelsk Region.

Locationof branch: Arkhangelsk, Arkhangelsk Region, Russian Federation.

19.4.1.5. Branch of MobileTeleSystems Open Joint Stock Company in the Vologda Region.

Locationof branch: Vologda, Vologda Region, Russian Federation.

19.4.1.6. Branch of MobileTeleSystems Open Joint Stock Company in the Kaliningrad Region.

Locationof branch: Kaliningrad, Kaliningrad Region, Russian Federation.

19.4.1.7. Branch of MobileTeleSystems Open Joint Stock Company in the Murmansk Region.

Locationof branch: Murmansk, Murmansk Region, Russian Federation.

19.4.1.8. Branch of MobileTeleSystems Open Joint Stock Company in the Novgorod Region.

Locationof branch: V. Novgorod, Novgorod Region, Russian Federation.

19.4.1.9. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of Karelia.

Locationof branch: Petrozavodsk, Republic of Karelia, Russian Federation.

19.4.1.10.Branch of Mobile TeleSystems Open Joint Stock Company in the Leningrad Region.

Locationof branch: Vyborg, Leningrad Region, Russian Federation.

19.4.2.     Branch of Mobile TeleSystems Open JointStock Company in the South Macro-region.

Locationof branch: 61, Gimnazicheskaya St., Krasnodar, Krasnodar Territory, RussianFederation.

19.4.2.1. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of Kalmykia.

 

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Location of branch: Elista,Republic of Kalmykia, Russian Federation.

19.4.2.2. Branch of MobileTeleSystems Open Joint Stock Company in the Stavropol Territory.

Location of branch:Stavropol, Stavropol Territory, Russian Federation.

19.4.2.3. Branch of MobileTeleSystems Open Joint Stock Company in the Krasnodar Territory.

Location of branch:Krasnodar, Krasnodar Territory, Russian Federation.

19.4.2.4. Branch of MobileTeleSystems Open Joint Stock Company in the Rostov Region.

Location of branch: Rostov-on-Don,Rostov Region, Russian Federation.

19.4.2.5. Branch of MobileTeleSystems Open Joint Stock Company in Novorossiisk.

Location of branch:Novorossiisk, Krasnodar Territory, Russian Federation

19.4.2.6. Branch of MobileTeleSystems Open Joint Stock Company in Sochi.

Location of branch: Sochi,Krasnodar Territory, Russian Federation.

19.4.2.7. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of Adygei.

Location of branch: Maikop,Republic of Adygei, Russian Federation.

19.4.2.8. Branch of MobileTeleSystems Open Joint Stock Company in the Astrakhan Region.

Location of branch:Astrakhan, Astrakhan Region, Russian Federation.

19.4.2.9. Branch of MobileTeleSystems Open Joint Stock Company in the Volgograd Region.

Location of branch: Volgograd,Volgograd Region, Russian Federation.

19.4.2.10. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of Kabardino-Balkaria.

Location of branch: Nalchik,Republic of Kabardino-Balkaria,  RussianFederation.

19.4.2.11. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of Karachai-Cherkessia.

Location of branch:Cherkessk, Republic of Karachai-Cherkessia, Russian Federation.

19.4.2.12. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of Ingushetia.

Location of branch: Magas,Republic of Ingushetia, Russian Federation.

19.4.2.13. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of North Ossetia-Alania.

Location of branch:Vladikavkaz, Republic of North Ossetia-Alania, Russian Federation

19.4.3. Branch of MobileTeleSystems Open Joint Stock Company in the Volga SE Macro-region.

Location of branch: Samara,Samara Region, Russian Federation.

19.4.3.1. Branch of MobileTeleSystems Open Joint Stock Company in Orenburg.

Location of branch:Orenburg, Orenburg Region, Russian Federation.

19.4.3.2. Branch of MobileTeleSystems Open Joint Stock Company in Saratov.

Location of branch: Saratov,Saratov Region, Russian Federation.

19.4.3.3. Branch of MobileTeleSystems Open Joint Stock Company in Samara.

Location of branch: 61-A,Chernorechenskaya St., Samara, Samara Region, Russian Federation.

19.4.3.4. Branch of MobileTeleSystems Open Joint Stock Company in the Ulyanovsk Region.

Location of branch:Ulyanovsk, Ulyanovsk Region, Russian Federation.

19.4.3.5. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of Bashkortostan.

Location of branch: Ufa,Republic of Bashkortostan, Russian Federation.

19.4.4. Branch of MobileTeleSystems Open Joint Stock Company in the Volga NW Macro-region.

Location of branch: 61,Beketova St., Nizhny Novgorod, Nizhny Novgorod Region, Russian Federation.

19.4.4.1. Branch of MobileTeleSystems Open Joint Stock Company in Nizhny Novgorod.

Location of branch: NizhnyNovgorod, Nizhny Novgorod Region, Russian Federation.

19.4.4.2. Branch of MobileTeleSystems Open Joint Stock Company in Kirov.

Location of branch: Kirov,Kirov Region, Russian Federation.

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19.4.4.3. Branch of MobileTeleSystems Open Joint Stock Company in the Chuvash Republic — Chuvashia.

Location of branch:Cheboksary, Chuvash Republic — Chuvashia, Russian Federation.

19.4.4.4. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of Mordovia.

Location of branch: Saransk,Republic of Mordovia, Russian Federation.

19.4.4.5. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of Mari El.

Location of branch:Ioshkar-Ola, Republic of Mari El, Russian Federation.

19.4.4.6. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of Udmurtia.

Location of branch: Izhevsk,Republic of Udmurtia, Russian Federation.

19.4.4.7. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of Tatarstan.

Location of branch: Kazan,Republic of Tatarstan, Russian Federation.

19.4.5. Branch of MobileTeleSystems Open Joint Stock Company in the Ural Macro-region.

Location of branch: 5,Marshal Zhukov St., Ekaterinburg, Sverdlovsk Region, Russian Federation.

19.4.5.1. Branch of MobileTeleSystems Open Joint Stock Company in Chelyabinsk.

Location of branch:Chelyabinsk, Chelyabinsk Region, Russian Federation.

19.4.5.2. Branch of MobileTeleSystems Open Joint Stock Company in Kurgan.

Location of branch: Kurgan,Kurgan Region, Russian Federation.

19.4.5.3. Branch of MobileTeleSystems Open Joint Stock Company in the Tyumen Region.

Location of branch: Tyumen,Tyumen Region, Russian Federation.

19.4.5.4. Branch of MobileTeleSystems Open Joint Stock Company in the Yamalo-Nenets Autonomous Area

Location of branch:Noyabrsk, Yamalo-Nenets Autonomous Area, Russian Federation.

19.4.5.5. Branch of MobileTeleSystems Open Joint Stock Company in the Sverdlovsk Region.

Location of branch:Ekaterinburg, Sverdlovsk Region, Russian Federation.

19.4.5.6. Branch of MobileTeleSystems Open Joint Stock Company in the Khanty-Mansi Autonomous Area —Yugra.

Location of branch: Surgut,Khanty-Mansi Autonomous Area — Yugra, Russian Federation.

19.4.5.7. Branch of MobileTeleSystems Open Joint Stock Company in the Perm Territory.

Location of branch: Perm,Perm Territory, Russian Federation.

19.4.6.     Branch of Mobile TeleSystems Open JointStock Company in the Siberia Macro-region.

Location of branch: 35,Oktyabrskaya St., Novosibirsk, Novosibirsk Region, Russian Federation.

19.4.6.1. Branch of MobileTeleSystems Open Joint Stock Company in the Kemerovo Region.

Location of branch:Kemerovo, Kemerovo Region, Russian Federation.

19.4.6.2. Branch of MobileTeleSystems Open Joint Stock Company in the Altai Territory.

Location of branch: Barnaul,Altai Territory, Russian Federation.

19.4.6.3. Branch of MobileTeleSystems Open Joint Stock Company in the Krasnoyarsk Territory.

Location of branch:Krasnoyarsk, Krasnoyarsk Territory, Russian Federation.

19.4.6.4. Branch of MobileTeleSystems Open Joint Stock Company in the Tomsk Region.

Location of branch: Tomsk,Tomsk Region, Russian Federation.

19.4.6.5. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of Tuva.

Location of branch: Kyzyl,Republic of Tuva, Russian Federation.

19.4.6.6. Branch of MobileTeleSystems Open Joint Stock Company in the Novosibirsk Region.

Location of branch:Novosibirsk, Novosibirsk Region, Russian Federation.

19.4.6.7. Branch of MobileTeleSystems Open Joint Stock Company in the Omsk Region.

Location of branch: Omsk,Omsk Region, Russian Federation.

19.4.6.8. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of Khakassia.

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Location of branch: Abakan,Republic of Khakassia, Russian Federation.

19.4.6.9. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of Altai.

Location of branch:Gorno-Altaisk, Republic of Altai, Russian Federation.

19.4.7.     Branch of Mobile TeleSystems Open JointStock Company in the Far East Macro-region.

Location of branch: 53-A,Nekrasova St., Vladivostok, the Primorsky Territory, Russian Federation.

19.4.7.1. Branch of MobileTeleSystems Open Joint Stock Company in Blagoveshchensk.

Location of branch:Blagoveshchensk, Amur Region, Russian Federation.

19.4.7.2. Branch of MobileTeleSystems Open Joint Stock Company in the Sakhalin Region.

Location of branch:Yuzhno-Sakhalinsk, Sakhalin Region, Russian Federation.

19.4.7.3. Branch of MobileTeleSystems Open Joint Stock Company in the Chukot Autonomous Area.

Location of branch: Anadyr,Chukot Autonomous Area.

19.4.7.4. Branch of MobileTeleSystems Open Joint Stock Company in the Khabarovsk Territory.

Location of branch:Khabarovsk, Khabarovsk Territory, Russian Federation.

19.4.7.5. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of Sakha (Yakutia).

Location of branch: Yakutsk,Republic of Sakha (Yakutia), Russian Federation.

19.4.7.6. Branch of MobileTeleSystems Open Joint Stock Company in the Chita Region.

Location of branch: Chita,Chita Region, Russian Federation.

19.4.7.7. Branch of MobileTeleSystems Open Joint Stock Company in the Irkutsk Region.

Location of branch: Irkutsk,Irkutsk Region, Russian Federation.

19.4.7.8. Branch of MobileTeleSystems Open Joint Stock Company in the Kamchatka Region.

Location of branch:Petropavlovsk-Kamchatski, Kamchatka Region, Russian Federation.

19.4.7.9. Branch of MobileTeleSystems Open Joint Stock Company in the Magadan Region.

Location of branch: Magadan,Magadan Region, Russian Federation.

19.4.7.10. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of Buryatia.

Location of branch:Ulan-Ude, Republic of Buryatia, Russian Federation.

19.4.7.11. Branch of MobileTeleSystems Open Joint Stock Company in the Primorsky Territory.

Location of branch:Vladivostok, the Primorsky Territory, Russian Federation.

19.4.8.

19.4.8.1. Branch of MobileTeleSystems Open Joint Stock Company in Tula.

Location of branch: Tula,Tula Region, Russian Federation.

19.4.8.2. Branch of MobileTeleSystems Open Joint Stock Company in Smolensk.

Location of branch:Smolensk, Smolensk Region, Russian Federation.

19.4.8.3. Branch of MobileTeleSystems Open Joint Stock Company in Ryazan.

Location of branch: Ryazan,Ryazan Region, Russian Federation.

19.4.8.4. Branch of MobileTeleSystems Open Joint Stock Company in Vladimir.

Location of branch: Vladimir,Vladimir Region, Russian Federation.

19.4.8.5. Branch of MobileTeleSystems Open Joint Stock Company in Kaluga.

Location of branch: Kaluga,Kaluga Region, Russian Federation.

19.4.8.6. Branch of MobileTeleSystems Open Joint Stock Company in Kostroma.

Location of branch:Kostroma, Kostroma Region, Russian Federation.

19.4.8.7. Branch of MobileTeleSystems Open Joint Stock Company in Tver.

Location of branch: Tver,Tver Region, Russian Federation.

19.4.8.8. Branch of MobileTeleSystems Open Joint Stock Company in Yaroslavl.

Location of branch:Yaroslavl, Yaroslavl Region, Russian Federation.

19.4.8.9. Branch of MobileTeleSystems Open Joint Stock Company in Ivanovo.

Location of branch: Ivanovo,Ivanovo Region, Russian Federation.

19.4.8.10. Branch of MobileTeleSystems Open Joint Stock Company in Tambov.

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Locationof branch: Tambov, Tambov Region, Russian Federation.

19.4.9. Branch of MobileTeleSystems Open Joint Stock Company in the South-West Macro-region.

Locationof branch: 27-A Octyabrskaya St., Orel, Orel Region, Russian Federation.

19.4.9.1. Branch of MobileTeleSystems Open Joint Stock Company in the Orel Region.

Locationof branch: Orel, Orel Region, Russian Federation.

19.4.9.2. Branch of MobileTeleSystems Open Joint Stock Company in the Belgorod Region.

Locationof branch: Belgorod, Belgorod Region, Russian Federation.

19.4.9.3. Branch of MobileTeleSystems Open Joint Stock Company in the Lipetsk Region.

Locationof branch: Lipetsk, Lipetsk Region, Russian Federation.

19.4.9.4. Branch of MobileTeleSystems Open Joint Stock Company in the Kursk Region.

Locationof branch: Kursk, Kursk Region, Russian Federation.

19.4.9.5. Branch of MobileTeleSystems Open Joint Stock Company in the Voronezh Region.

Locationof branch: Voronezh, Voronezh Region, Russian Federation.

19.4.9.6. Branch of MobileTeleSystems Open Joint Stock Company in the Bryansk Region.

Locationof branch: Bryansk, Bryansk Region, Russian Federation.

19.5.The Company has the following representative offices:

19.5.1. Representativeoffice of Mobile TeleSystems Open Joint Stock Company in the Republic ofBelarus.

Locationof representative office: Minsk, Republic of Belarus.

19.5.2. Representativeoffice of Mobile TeleSystems Open Joint Stock Company in the Ukraine.

Locationof representative office: Kiev, Ukraine.

# **20. Audit**

20.1. The Company shall beobligated to enter into a contract with a specialized organization for thepurpose of conducting audits and confirming annual financial statements of theCompany (external audit).

# **21. IntellectualProperty**

21.1. The Company’s rightsin intellectual property, including patents, trademarks and copyrights, shallbe protected in accordance with current legislation of the Russian Federationand international treaties.

# **22.Information about the Company**

22.1. During business hoursthe Company shall give the Shareholders access to the documents listed inclause 23.1 hereof, with the exception of accounting documents, at the locationwhere the documents are stored or at another place established in accordancewith clause 23.2 hereof.

Shareholders(a Shareholder) of the Company owning in aggregate at least 25 percent of thevoting shares of the Company shall have the right of access to the accountingdocuments.

Atthe request of a Shareholder, the Company shall be required to provide him, fora fee, with copies of the aforesaid documents and other documents of theCompany provided for by legal acts of the Russian Federation. Copies ofdocuments shall be delivered to a Shareholder (or his representative)personally or sent through the mail by registered letter. The amount of the feeshall be established by the executive bodies of the Company and may not exceedthe cost of preparing copies the documents and costs associated with sendingthem through the mail.

22.2. The Company shall beobligated to disclose :

•       the Company’s annual report, annualaccounting statements;

•       a prospectus for issuance of shares ofthe Company, in the cases provided for by legal acts of the Russian Federation;

•       a notice concerning the holding of aGeneral Meeting of Shareholders in the manner established by the existinglegislation;

•       other information as determined by thefederal body of executive authority for the securities market.

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# **23.Documents of the Company**

23.1. The Company shall berequired to store the following documents:

•       agreement on establishment of the Company;

•       the Charter of the Company and amendments thereto, registeredin the established manner; the decision respecting the creation of the Company;and the certificate of state registration of the Company;

•       documents certifying the rights of the Company to the propertyon its balance sheet;

•       internal documents of the Company;

•       statutes of the Company’s branches and representative offices;

•       annual reports;

•       prospectuses for the issuance of shares of the Company,quarterly reports of the issuer (the Company) and other documents containinginformation that is subject to publication or disclosure by other means inaccordance with the current legislation;

•       accounting documents;

•        accounting statements and reporting documents;

•       minutes of General Meetings of Shareholders and meetings ofthe Board of Directors and the Audit Commission (internal auditor);

•       voting ballots and powers of attorney (copies of powers ofattorney) for participation in the General Meeting of Shareholders;

•       reports of independent valuators;

•       lists of affiliated persons of the Company;

•       conclusions of the Audit Commission (internal auditor), theExternal Auditor and government and municipal authorities responsible forfinancial oversight;

•       lists of the persons entitled to participate in the GeneralMeeting of Shareholders, entitled to receive dividends, and other listsprepared by the Company to facilitate the exercising by Shareholders of theirrights in accordance with the requirements of legislation;

•       other documents specified by the Federal Law “On Joint StockCompanies”; the Charter and internal documents of the Company; resolutions ofthe General Meeting of Shareholders, the Board of Directors, and managementbodies of the Company; and the documents specified by legal acts of the RussianFederation.

23.2. The Company shallstore the documents specified in clause 23.1 of this Charter at the location ofits executive body in the manner and period prescribed by the currentlegislation.

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