**Exhibit 1.1**
|   |   | APPROVED                                                                |
|--------|--------|-------------------------------------------------------------------------|
|   |   | By the extraordinary General Meeting of                                 |
|   |   | Shareholders of Mechel OAO                                              |
|   |   |                                                                    |
|   |   | Minutes No    of the  extraordinary General Meeting |
|   |   | of Shareholders                                                         |
|   |   |                                                                    |
|   |   | Chairman of the Meeting                                                 |
|   |   |                                                                    |
|   |   |                                                                    | (I.V. Zyuzin) |
|   |   |                                                                    |   |
|   |   | Secretary of the meeting                                                |
|   |   |                                                                    |
|   |   |                                                                    | (O.A. Yakunina) |

Charter

Open Joint Stock Company

“Mechel”

(New version)

*Moscow, 2007*

----

**CONTENTS**
| Article 1.  | GENERAL PROVISIONS                                                                 |   | 3  |
|-------------|------------------------------------------------------------------------------------|--------|----|
| Article 2.  | CORPORATE NAME AND LOCATION OF THE COMPANY                                         |   | 3  |
| Article 3.  | LEGAL STATUS OF THE COMPANY                                                        |   | 3  |
| Article 4.  | AIMS, SUBJECT MATTER AND TYPES OF OPERATIONS OF THE  COMPANY                       |   | 4  |
| Article 5.  | LIABILITY OF THE COMPANY AND SHAREHOLDERS                                          |   | 5  |
| Article 6.  | FOUNDATION DOCUMENTS OF THE COMPANY                                                |   | 6  |
| Article 7.  | CHARTER CAPITAL OF THE COMPANY                                                     |   | 6  |
| Article 8.  | INCREASE OF THE CHARTER CAPITAL                                                    |   | 7  |
| Article 9.  | REDUCTION OF THE CHARTER CAPITAL                                                   |   | 7  |
| Article 10. | SHARES OF THE COMPANY                                                              |   | 8  |
| Article 11. | RIGHTS AND OBLIGATIONS OF SHAREHOLDERS OF THE  COMPANY                             |   | 9  |
| Article 12. | BONDS AND OTHER SECURITIES ISSUED BY THE COMPANY                                   |   | 11 |
| Article 13. | FUNDS, NET ASSETS, PROFIT AND DIVIDENDS                                            |   | 12 |
| Article 14. | PLACEMENT OF SHARES AND SECURITIES ISSUED BY THE  COMPANY                          |   | 13 |
| Article 15. | REGISTER OF SHAREHOLDERS OF THE COMPANY                                            |   | 14 |
| Article 16. | MANAGEMENT BODIES OF THE COMPANY                                                   |   | 14 |
| Article 17. | GENERAL MEETING OF SHAREHOLDERS                                                    |   | 15 |
| Article 18. | BOARD OF DIRECTORS OF THE COMPANY                                                  |   | 20 |
| Article 19. | EXECUTIVE BODY OF THE COMPANY                                                      |   | 25 |
| Article 20. | RESPONSIBILITY OF THE BOARD OF DIRECTORS AND THE  GENERAL DIRECTOR OF THE COMPANY  |   | 26 |
| Article 21. | ACQUISITION AND REACQUISITION OF PLACED SHARES BY  THE COMPANY                     |   | 27 |
| Article 22. | MAJOR TRANSACTIONS                                                                 |   | 28 |
| Article 23. | INTERESTED PARTY TRANSACTIONS                                                      |   | 29 |
| Article 24. | CONTROL OVER FINANCIAL AND BUSINESS OPERATIONS OF  THE COMPANY                     |   | 29 |
| Article 25. | ACCOUNTING AND REPORTING, DOCUMENTS OF THE COMPANY.  INFORMATION ABOUT THE COMPANY |   | 31 |
| Article 26. | REORGANIZATION OF THE COMPANY                                                      |   | 32 |
| Article 27. | LIQUIDATION OF THE COMPANY                                                         |   | 33 |

 

2

----

### **Article 1. GENERAL PROVISIONS**

1.1                              MechelOpen Joint Stock Company, hereinafter referred to as the “Company” (the formerfull corporate name of the Company was registered as *Mechel SteelGroup Open Joint Stock Company* by Inspectorate No. 3 in and for theCentral Administrative Okrug of the City of Moscow of the Russian FederationMinistry for Taxes and Collections on March 19, 2003),**hasbeen founded and operates in accordance with the Civil Code of the RussianFederation, the Federal Law on Joint Stock Companies (No 208-FZ ofDecember 26, 1995; hereinafter called “the Federal Law on Joint StockCompanies), the Federal Law on Foreign Investments (No 160-FZ of July 9,1999), applicable rules, regulations, and legislation of all exchanges on whichthe Company’s securities are traded, other Russian Federation legislation, andthis Charter.

1.2                              Thetype of the Company shall be open joint stock company.

1.3.                           TheCompany shall be established for an indefinite period of time.

1.4.                           ThisCharter is a new version of the Charter first registered on March 19, 2003, theCharter registered on February 26, 2004, with Amendments and Additionsregistered on November 03, 2004, and the Charter registered on July 19, 2005.

### **Article 2.  CORPORATE NAME AND LOCATION OF THE COMPANY**

2.1.                           The full corporate name of the Company in theRussian language shall be -Открытоеакционерноеобщество«Мечел».

2.2.                           The abbreviated corporate name of the Companyin the Russian language shall be – ОАО«Мечел».

2.3.                           Theabbreviated corporate name of the Company in the English language shall be –Mechel OAO.

2.4.                           Documentsof the Company intended for third parties shall contain either of the abovenames.

2.5.                           Thelocation of the Company shall be: 1 Krasnoarmeyskaya St, Moscow, 125993,Russian Federation.

### **Article 3.  LEGAL STATUS OF THE COMPANY**

3.1.                           TheCompany shall be a legal entity and shall own separate property accounted foron the independent balance sheet thereof, including the property contributed byshareholders as payment for shares. The Company shall be entitled on its ownbehalf to acquire and exercise property and personal non-property rights, haveobligations, sue and be sued in a court of law.Until 50 percent of the Companyshares distributed among shareholders thereof are paid, the Company shall notbe entitled to enter into transactions unrelated to the foundation of theCompany.

3.2.                           TheCompany shall be deemed established as a legal entity from the moment of stateregistration thereof in compliance with the procedure established by Federal Laws.

3.3.                           TheCompany shall have a round seal containing the full corporate name thereof inthe Russian language and an indication as to the location thereof.  The seal may also contain the corporate nameof the Company in any foreign language. The Company shall be entitled to havestamps and letterheads bearing the name thereof, an emblem of its own, as wellas trademarks and other means of visual identification registered in theestablished manner.

3.4.                           TheCompany shall be entitled to open bank accounts on the territory of the RussianFederation and abroad.

3.5.                           TheCompany may on the voluntary basis join unions, associations, concerns,inter-departmental, regional and other associations on conditions that do notcontradict the current law of the Russian Federation.

3

----

3.6.                           TheCompany shall be entitled to establish subsidiaries and open representativeoffices on the territory of the Russian Federation in compliance with therequirements of the legislation of the Russian Federation.

3.7.                           Theestablishment by the Company of subsidiaries and the opening of itsrepresentative offices beyond the territory of the Russian Federation shallalso comply with the legislation of the foreign state where such subsidiariesand representative offices are located, unless otherwise provided by aninternational agreement of the Russian Federation.

3.8.                           Subsidiariesand representative offices shall operate on behalf of the Company, which isresponsible for their operations.

3.9.                           Asubsidiary of the Company shall be a separate unit thereof located outside thelocation of the Company, performing all the functions thereof, including thoseof a representative office or part thereof.

3.10.                     Arepresentative office shall be a separate unit thereof located outside thelocation of the Company, representing the interests of the Company andproviding protection thereof.

3.11.                     The Companyshall allocate property to subsidiaries and representative offices.Subsidiaries and representative offices shall not be legal entities and shalloperate on the basis of regulations thereon approved by the Company.

3.12.                     The propertyof subsidiaries and representative offices shall be accounted for both on theirseparate balance sheets and on the balance sheet of the Company.

3.13.                     Decisions onthe establishment of a subsidiary or a representative office and liquidationthereof, regulations thereon, decisions on appointing heads of subsidiaries andrepresentative offices shall be taken by the Board of Directors of the Companyin compliance with the legislation of the country, where such subsidiaries andrepresentative offices are established.

3.14.                     Heads ofsubsidiaries and representative offices shall act on the basis of a power ofattorney issued by the Company.

3.15.                     The Companyshall be entitled to have affiliates and dependent companies with the rights ofa legal entity established in compliance with the current law of the RussianFederation on the territory of the Russian Federation, and in compliance withthe legislation of a foreign state where such branch or dependent company islocated, unless otherwise provided by an international agreement of the RussianFederation.

3.16.                     The Companyshall be entitled to acquire and possess securities (shares in the capital) ofother legal entities in compliance with the current law.

3.17.                     Works andservices shall be provided for prices, tariffs and in the forms established bythe Company independently, except for the cases stipulated by the current law.

### **Article 4.  AIMS, SUBJECT MATTER AND TYPES OF OPERATIONSOF THE COMPANY**

4.1.                           Themain aim of the Company is to make profit and to fully meet the demand of legalentities and physical persons in the highest quality products (works andservices) produced (performed, rendered) by the Company.

4.2.                           TheCompany shall have civil rights and bear responsibilities necessary forperforming any types of operations not prohibited by Federal Laws.

4.3.                           TheCompany shall participate in business operations using the property of theCompany with the aim of making profits in the interests of shareholders.

4.4.                           TheCompany may perform the following types of operations:

4.4.1.                 capitalinvestments in securities;

4.4.2.                 businessmanagement of coal mining and processing;

4

----

4.4.3.                 businessmanagement of metallurgical production;

4.4.4.                 business managementof retail and wholesale trade in metallurgical, coal and other products;

4.4.5.                 supply and sales;

4.4.6.                 organization ofthe manufacturing and sales of products, retail and wholesale trade;

4.4.7.                 logistical andsales management;

4.4.8.                 market research,consulting in the sphere of marketing management;

4.4.9.                 consulting in thesphere of financial management of companies, design of accounting systems,production cost accounting, control procedures over budget and management;

4.4.10.           consulting in thesphere of human resource management;

4.4.11.           consulting in thesphere of planning, organization, efficiency and control;

4.4.12.           providing publicrelations services;

4.4.13.           providing otherservices related to company management;

4.4.14.           consulting in thesphere of accounting and taxation, commercial operations and companymanagement;

4.4.15.           providing assistanceand practical help in civil, arbitration or administrative court hearings,  in the arbitration court, in theinternational commercial arbitration court and other bodies established fordispute settlement;

4.4.16.           consulting in thesphere of state registration of title to real estate and transactionstherewith;

4.4.17.           providingrecommendations and consultations on general issues, preparation of legaldocuments, company charters and similar documents related to the establishmentof companies, patents and copyright agreements, preparation of legal acts,powers of attorney, etc.

4.4.18.           market research,including market potential, acceptability of products, awareness of productsand buying habits of consumers for the purposes of promoting the goods anddeveloping new types of products, including statistical analysis of results;

4.4.19.           transportation andlogistics;

4.4.20.           foreign economicactivity.

4.5.                           TheCompany shall be entitled to perform other operations not prohibited by thelegislation of the Russian Federation.

4.6.                           TheCompany shall be entitled to engage in certain types of operations, the list ofwhich is determined by Federal Laws, only on the basis of a special permit(license).

4.7.                           Ifconditions for issuing a special permit (license) for engaging in a certaintype of operations require that such operations be exclusive, the Company shallnot be entitled to perform other operations, except for the operationsstipulated by the special permit (license) for the term of the special permit(license).

### **Article 5.  LIABILITY OF THE COMPANY AND SHAREHOLDERS**

5.1.         TheCompany shall be liable for all its obligations with all the property it owns.

5.2.                           TheCompany shall not be liable for the obligations of shareholders thereof.

5.3.                           Shareholdersshall not be liable for the obligations of the Company and shall bear the riskof losses related to operations thereof to the extent of the value of sharesowned by them.

5.4.                           Shareholderswho have not paid their shares in full shall be jointly liable for theobligations of the Company to the extent of the unpaid portion of shares ownedby them.

5.5.                           Ifinsolvency (bankruptcy) of the Company is caused by actions (omissions) ofshareholders thereof or other persons, who are entitled to give instructionsobligatory for the Company or otherwise have an opportunity to determineactions thereof, a subsidiary liability for the Company obligations may 

5

----

be placed on suchshareholders and other persons in the event of insufficiency of the Companyproperty.

5.6.                           Insolvency(bankruptcy) of the Company shall be deemed caused by actions (omissions) ofshareholders thereof or other persons, who are entitled to give instructionsobligatory for the Company or otherwise have an opportunity to determineactions thereof, only if they used such right or opportunity to cause theCompany to perform actions knowing in advance that insolvency (bankruptcy) ofthe Company would ensue.

5.7.                           Thestate and bodies thereof shall not be liable for the obligations of theCompany, and the Company shall not be liable for the obligations of the stateand bodies thereof.

### **Article 6.  FOUNDATION DOCUMENTS OF THE COMPANY**

6.1.                           ThisCharter shall be the foundation document of the Company.

6.2.                           Requirementsof the Charter of the Company shall be obligatory for all the bodies of theCompany and shareholders thereof.

6.3.                           Introductionof amendments and addenda to the Company Charter or approval of the Company Charterin a new version shall take place in compliance with a resolution of theGeneral Meeting of shareholders of the Company passed by a three quartersmajority of the votes of holders of voting shares, who attended the GeneralMeeting of shareholders of the Company, except for the cases stipulated byparagraphs 2-5 of article 12 of the Federal Law on Joint Stock Companies.

### **Article 7.  CHARTER CAPITAL OF THE COMPANY**

7.1.                           Thecharter capital of the Company shall be **4,162,707,450.00**(Four billion one hundred sixty two million seven hundred seven thousand fourhundred fifty) rubles.

7.2.                           Thecharter capital of the Company shall consist of the nominal value of **416,270,745** (four hundred sixteen million two hundredseventy thousand seven hundred forty five) common registered shares with thenominal value of **10** (ten) rubles each.

7.3.                           Thenumber of placed shares of the Company shall be **416,270,745**(four hundred sixteen million two hundred seventy thousand seven hundred fortyfive) common registered shares.

7.3.1.                 The form ofissuance of the shares is the book-entry form. The shares of the Company distributed at the time of foundation shall befully paid within one year after the moment of state registration of theCompany. At least 50% (fifty percent) of the shares of the Company distributedupon the foundation shall be paid within 3 (three) months after the moment ofstate registration of the Company.

7.4.                           Thenumber of declared shares that the Company is entitled to issue in addition tothe placed shares shall be **81,698,341**(eighty one million six hundred ninety eight thousand three hundred forty one)common registered shares with the value of **10** (ten) rubleseach. The form of issuance is the book-entry form.

7.5.                           Thedeclared shares entitle their owners to the same rights as the placed shares ofthe corresponding class (type) stipulated by this Charter.

7.6.                           Thecharter capital of the Company shall determine the minimal property of theCompany, which guarantees the interests of creditors thereof.

### **Article 8.  INCREASE OF THE CHARTER CAPITAL**

8.1.                           Thecharter capital of the Company may be increased by increasing the nominal valueof shares or issuing additional shares.

6

----

8.2.                           Thedecision to increase the charter capital of the Company by increasing thenominal value of shares shall be taken by the General Meeting of shareholders.

8.3.                           Thedecision to increase the charter capital of the Company by issuing additionalshares shall be taken by the Board of Directors, except for the cases when incompliance with the Federal Law on Joint Stock Companies such decision can onlybe taken by the General Meeting of shareholders.

8.3.1.                 The decision ofthe Board of Directors of the Company to increase the charter capital of theCompany by placing additional shares shall be taken unanimously by all membersof the Board of Directors, with the votes of retired members of the Board ofDirectors not taken into account.

8.3.2.                 If the Board ofDirectors fails to reach a unanimous decision to increase the charter capitalof the Company by placing additional shares, the Board of Directors may decideto refer the issue of increasing the charter capital of the Company by placingadditional shares to the General Meeting of shareholders for consideration.

8.4.                           Inincreasing the charter capital the Company shall be guided by the restrictionsestablished by the current law of the Russian Federation.

8.5.                           Theresolution on increasing the charter capital of the Company by placingadditional shares shall determine the number of additional common shares to beplaced within the limits of the declared shares of this class (type), themanner of issuing, the cost of placing additional shares by subscription or theprocedure for evaluation of such cost, including the cost of issuing additionalshares to shareholders having a preemptive right to purchase issued shares andthe method of determining such cost, the form of payment for additional sharesplaced by subscription. The resolution may determine other conditions ofplacement.

8.6.                           Increasingthe charter capital of the Company by placing additional shares may beperformed at the expense of the property of the Company. Increasing the chartercapital of the Company by increasing the nominal value of shares may beperformed only at the expense of the property of the Company. The amount, bywhich the charter capital of the Company is increased at the expense of theproperty of the Company, shall not exceed the difference between the value ofthe net assets of the Company and the amount of the charter capital and thereserve fund of the Company. In increasing the charter capital of the Companyat the expense of the property thereof by means of issuing additional shares,such shares shall be distributed among all shareholders, with each shareholdergetting shares of the same class (type) he owns, in proportion to the number ofshares owned by him.

8.7.                           Itshall not be allowed to increase the charter capital of the Company by placingadditional shares, as a result of which split shares are formed.

### **Article 9.  REDUCTION OF THE CHARTER CAPITAL**

9.1.                           TheCompany shall be entitled to, and in cases stipulated by the current law shallbe obligated to reduce the charter capital thereof.

9.2.                           Thecharter capital of the Company may be reduced by reducing the nominal value ofshares or reducing their aggregate number, including by means of acquiring aportion of shares.

9.3.                           Thedecision to reduce the charter capital by reducing the nominal value of sharesor by acquiring a portion of shares for the purposes of reducing the aggregatenumber thereof shall be taken by the General Meeting of shareholders.

9.4.                           Thecharter capital may be reduced on the basis of a resolution of the GeneralMeeting of shareholders on reducing the charter capital by canceling the sharesacquired by the Company in the following cases:

7

----

9.4.1                    if shares, thetitle to which reverted to the Company due to failure on the part of a founderto fully pay for such shares within the established period of time, were notsold within one year after their acquisition by the Company;

9.4.2                    if sharesacquired by the Company on shareholders’ demand were not sold within one yearafter their acquisition by the Company (except for the case of acquiring shareswhen a decision on the reorganization of the Company was taken);

9.4.3                    if sharesacquired by the Company in compliance with paragraph 2 of article 72 of theFederal Law on Joint Stock Companies were not sold within one year after theiracquisition.

9.5.                           If uponcompletion of the second and every consecutive fiscal year the annual balancesheet submitted for the approval by the General Meeting of shareholders or theresults of an audit examination show that the value of the net assets of theCompany is less that the charter capital thereof, the Company shall undertaketo announce the reduction of the charter capital to the amount not exceedingthe value of the net assets thereof. In this case the reduction of the chartercapital of the Company is performed by reducing the nominal value of shares.

9.6.                           Within30 days after taking the decision to reduce the charter capital, the Companyshall undertake to notify in written form creditors of the Company of reducingthe charter capital of the Company and of the new amount thereof, and topublish a notice of the decision taken in a publication designed to publishinformation on state registration of legal entities.

9.7.                           Thecharter capital of the Company shall be reduced by canceling a portion ofshares on the basis of a resolution of the General Meeting of shareholders incases:

9.7.1                    stipulated bysubparagraph 1 of paragraph 6 of article 76 of the Federal Law on Joint StockCompanies;

9.7.2                    reorganizationof the Company in the form of spin-off by means of canceling converted shares.

9.8.                           Inreducing the charter capital the Company shall be governed by restrictionsestablished by Federal Laws.

### **Article 10.SHARES OF THE COMPANY**

10.1.                     A share is asecurity issued by the Company that entitles its owner to a portion of profitsof the Company in the form of dividends, to the participation in the managementof the Company and to a portion of the property remaining after liquidation.

10.2.                     The sharesshall be issued in the book entry form; owners of shares (shareholders) shallbe established on the basis of an entry in the register of shareholders of theCompany.

10.3.                     The Companyshall be entitled to issue common and all classes (types) of preferred shares,whose conditions of issuance do not contradict the current law.

10.4.                     All shares ofthe Company shall be registered.

10.5.                     Shares ownedby any of the founders of the Company shall entitle the owner to the right tovote irrespective of their full payment. In the event shares are not fully paidup within one year after the moment of state registration of the Company, thetitle to such shares with a placement cost corresponding to the unpaid amount(the value of the property, which was not contributed as payment for shares),shall revert to the Company.

10.6.                     The nominalvalue of one share of the Company shall be **10** (ten)rubles.

10.7.                     In the eventthe Company places securities convertible into shares of a certain class(type), the number of the declared shares of this class (type) shall not beless than the number necessary for the conversion during the circulation termof such securities. The Company shall not be entitled to pass resolutionsrestricting the rights given by the shares, into which securities issued by theCompany may be converted, without the consent of the owners of such securities.

8

----

10.8.                     Payment forthe shares distributed among the founders of the Company at the time offoundation and additional shares placed by subscription may be made with cash,securities, other property or property rights or other rights having a monetaryvaluation (only such rights to intellectual property may be used as payment forshares of the Company that have a material (documentary) form recognized by thelaw and may be divested *de facto* bytheir owner and sold to any authorized person). Payment for other securitiesissued by the Company can be made only in cash.

10.9.                     Additionalshares and other securities of the Company placed by subscription shall beplaced on condition of their full payment. When payment for additional sharesor other Company’s securities is not made in cash, the monetary valuation ofthe property contributed as payment for shares shall be made by the Board ofDirectors in compliance with the procedure stipulated by article 77 of theFederal Law on Joint Stock Companies.

10.10.               When payment forshares is not made in cash, an independent valuator shall be invited todetermine the market value of such property. The monetary valuation of theproperty made by the founders of the Company and by the Board of Directorscannot exceed the valuation made by an independent valuator.

10.11.               A shareholdercannot be released from the obligation to pay for the shares of the Company,including the release from such obligation by means of offsetting his claimsagainst the Company.

10.12.               A share shall notentitle its owner to the right to vote until it is fully paid, except for theshares purchased by the founders at the time of foundation of the Company.

10.13.               In the event ashare is not fully paid within the period of time determined by the resolutionon issuance in compliance with the provisions of this article, the share shallrevert to the Company, and a corresponding entry shall be made in the registerof shareholders of the Company. Cash and (or) other property contributed aspayment for such share shall not be returned upon expiration of the paymentperiod determined by the resolution.

10.14.               Shares that revertto the Company shall not give the right to vote, shall not be taken intoaccount when counting votes, dividends shall not be paid on them. Such sharesshall be sold not later than one year after their acquisition by the Company,otherwise the General Meeting of shareholders of the Company shall take adecision on reducing the charter capital of the Company by canceling suchshares.

### **Article 11.RIGHTS AND OBLIGATIONS OF SHAREHOLDERS OF THE COMPANY**

11.1.                     Each commonshare of the Company shall entitle its owner to an equal volume of rights.

11.2.                     Preferredshares of the Company of the same class (type) shall entitle their owner to anequal volume of rights and shall have equal nominal values.

11.3.                     Generalrights of holders of all classes (types) of shares:

11.3.1              to dispose of anyshares owned by them without consent of other shareholders and the Company;

11.3.2              shareholders of theCompany shall have a preemptive right to acquire additional shares andsecurities convertible into shares placed by open subscription in the amountproportional to the number of shares of this class (type) owned by them;

11.3.3.           shareholders of theCompany who voted against or did not participate in the voting of the matter ofplacing shares and securities convertible into shares by closed subscriptionshall have a preemptive right to purchase additional shares and securitiesconvertible into shares placed by closed subscription in the amountproportional to the number of shares of this class (type) owned by them. Theabove mentioned right shall not apply to the placement of shares and securitiesconvertible into shares by closed subscription only among shareholders, ifshareholders have an opportunity to purchase an integral number of placed 

9

----

shares and securitiesconvertible into shares proportional to the number of shares of thecorresponding class (type) owned by them;

11.3.4              to receive a portionof net profits (dividends) to be distributed among shareholders in compliancewith the procedure stipulated by the law and the charter, depending on theclass (type) of shares owned by them;

11.3.5              to receive a part ofthe property of the Company (a liquidation quota) remaining after liquidationof the Company proportional to the number of shares of the corresponding class(type) owned by them;

11.3.6              to have access tothe documents of the Company in compliance with the procedure stipulated by thelaw and the Charter, and to obtain copies thereof for payments that do not exceedthe cost of making such copies;

11.3.7              to transfer all or apart of the rights given by a share of the corresponding class (type) to hisrepresentative (representatives) on the basis of a power of attorney;

11.3.8              to file suits in acourt of law;

11.3.9              to elect and beelected in the management and control bodies of the Company;

11.3.10        to exercise other rightsstipulated by the legislation, the Charter and resolutions of the GeneralMeeting of shareholders passed in compliance with the competence thereof.

11.4.                     In compliancewith the Federal Law on Joint Stock Companies and the Charter of the Companyholders of common shares of the Company shall be entitled to participate in theGeneral Meeting of shareholders of the Company with the right to vote on allissues within the competence thereof, to receive dividends and to receive apart of the property of the Company in the event of liquidation thereof.

11.5.                     Shareholders(a shareholder) owning on aggregate at least 2 percent of the voting shares ofthe Company shall be entitled to introduce issues to the agenda of the annualGeneral Meeting of shareholders and to nominate candidates to the Board ofDirectors of the Company, the audit commission and the counting commission ofthe Company, the number of which cannot exceed the membership of thecorresponding body, as well as a candidate for the position of the soleexecutive body. Such proposals shall be submitted to the Company not later than30 days after the end of the fiscal year.

In the event the proposedagenda of an extraordinary General Meeting of shareholders contains the issueof electing members of the Board of Directors of the Company to be elected bycumulative voting, shareholders (a shareholder) owning on aggregate at least 2percent of the voting shares of the Company shall be entitled to proposecandidates to the Board of Directors of the Company, the number of which cannotexceed the membership of the Board of Directors of the Company. Such proposalsshall be submitted to the Company at least 30 days before the date of theextraordinary General Meeting of shareholders.

11.6.                     In compliancewith the current law the Company shall be entitled to issue any classes andtypes of preferred shares and determine conditions of the issuance at the timethe resolution on such issuance is passed, and take the decision on introducingcorresponding changes to the Charter of the Company.

11.7.                     In the eventthe Company issues preferred shares of a certain class (type), the holders ofpreferred shares of the Company shall not be entitled to vote at the GeneralMeeting of shareholders of the Company, except for the cases determined by thecurrent law for a certain class (type) of preferred shares of the Company.

11.8.                     Shareholdersof the Company shall undertake:

11.8.1              to observe theprovisions of this Charter and other documents of the Company;

10

----

11.8.2              to pay for shares incompliance with the procedure stipulated by the current law and this Charter;

11.8.3              to inform theregistrar of the changes of their names, locations and mailing addresses, bankdetails and other data necessary for the register of shareholders;

11.8.4              to dischargeobligations with respect to the Company undertaken in the established manner;

11.8.5              to obey resolutionsof the management bodies of the Company passed within the scope of theircompetence;

11.8.6              to refrain fromdivulging confidential information about operations of the Company. The list ofdata constituting confidential information shall be determined by the Board ofDirectors upon the proposal of the sole executive body of the Company.

### **Article 12.BONDS AND OTHER SECURITIES ISSUED BY THE COMPANY**

12.1.                     The Companyshall be entitled to place bonds and other securities stipulated by the legalacts of the Russian Federation on securities.

12.2.                     The Companyshall place bonds and other securities non-convertible to shares; securitiesconvertible to common shares by open subscription and constituting not morethan 25% of common shares placed earlier; bonds convertible to preferred sharesand other securities convertible to shares by open subscription upon resolutionof the Board of Directors of the Company.

12.3.                     A bond of theCompany shall establish the right of its owner to demand retirement of the bond(payment of the nominal value or the nominal value and interest) within anestablished period of time.

12.4.                     A resolutionon the issuance of bonds shall determine the form, time frames and otherconditions of bond retirement. A bond shall have a nominal value. The nominalvalue of all bonds issued by the Company shall not exceed the amount of thecharter capital of the Company, or the amount of the security made available tothe Company by third parties for the purpose of issuing bonds. The Companyshall be entitled to place bonds only after the full payment of the chartercapital of the Company.

12.5.                     The Companyshall be entitled to issue bonds with a simultaneous maturity date or bondswith pre-determined serial maturity dates.

12.6.                     At retirementbonds may be paid for by cash or in kind in compliance with the resolution onthe issuance thereof. The Company shall be entitled to place bonds secured bycertain property of the Company, or bonds provided with a security madeavailable to the Company by third parties, and unsecured bonds. Placement of unsecuredbonds shall be allowed, provided the Company is, at least, in its third year ofoperations and two balance sheets of the Company have been properly approved bythat time.

12.7.                     Bonds may beregistered or bearer bonds. In the event of issuing registered bonds theCompany shall keep the register of bond owners. A lost registered bond shall bereplaced by the Company for a reasonable payment. The rights of a lost bearerbond owner shall be restored by a court of law in compliance with the procedureestablished by the legislation of the Russian Federation. The Company shall beentitled to stipulate the possibility of early retirement of bonds if theirowners so desire. In this case the resolution on the issuance of bonds shalldetermine the redemption cost and the cut-off date, after which earlyretirement is possible.

12.8.                     The Companyshall not be entitled to place bonds and securities convertible to shares ofthe Company, if the number of declared shares of the Company of certain classesand types is less than the number of shares of such classes and types, to whichsuch securities are convertible.

11

----

12.9.                     Bond holdersshall have a preemptive right to the profit distributed and the assets of theCompany in the event of liquidation thereof, compared to shareholders incompliance with the procedure established by the current law of Russia.

### **Article 13.FUNDS, NET ASSETS, PROFIT AND DIVIDENDS**

13.1.                     The Companyshall set up a reserve fund in the amount equal to 5% (five percent) of thecharter capital of the Company.

13.2.                     The reservefund of the Company shall be formed by obligatory annual allocations until itreaches the amount established by the Charter of the Company. The amount ofannual allocations shall be at least 5% (five percent) of the net profit untilit reaches the amount established by this Charter. The reserve fund of theCompany is designed to cover losses, as well as to retire bonds and reacquirethe Company’s own shares in the event other means are unavailable. The reservefund cannot be used for other purposes.

13.3.                     The value ofnet assets of the Company shall be evaluated on the basis of accountinginformation in compliance with the procedure established by the current law ofRussia.

13.4.                     If at the endof the second and each consecutive fiscal year the annual balance sheetsubmitted to shareholders of the Company for approval or the results of anaudit examination show that the value of the net assets of the Company is lessthan the charter capital, the Company shall be obligated to declare thereduction of the charter capital thereof to the amount not exceeding the valueof the net assets thereof.

13.5.                     If at the endof the second and each consecutive fiscal year the annual balance sheetsubmitted to shareholders of the Company for approval or the results of anaudit examination show that the value of the net assets of the Company is lessthan the minimal charter capital, determined in compliance with the current lawof the Russian Federation, the Company shall be obligated to pass a resolutionon liquidation thereof.

13.6.                     The grossprofit and the net profit of the Company shall be determined in compliance withthe norms of accounting for financial and business operations of companiesacting on the territory of the Russian Federation and shall be reflected on thebalance sheet of the Company. The part of the net profit remaining afterpayment of taxes and other obligatory payments, payments on interest on bonds(if such are available), replenishment of the reserve fund and other funds ofthe Company shall be subject to the distribution among shareholders.

13.7.                     A dividend isa part of the net profit of the Company subject to distribution amongshareholders and payable per common and/or preferred share.

13.8.                     On the basisof the results of the first quarter, six months, nine months of a fiscal yearand (or) the results of a fiscal year the Company shall be entitled to pass aresolution on (to declare) the payment of dividend on shares issued by theCompany, unless otherwise provided by the Federal Law on Joint Stock Companies.A resolution on the payment of dividends on the basis of the results of thefirst quarter, six months, and nine months of a fiscal year may be passedwithin three months upon the expiry of a corresponding period. The Companyshall undertake to pay dividends declared on the shares of each class (type).

13.9.                     A resolutionon the payment of dividends, their amount and form of payment shall be passedby the General Meeting of shareholders of the Company. The amount of dividends shallnot exceed the amount recommended by the Board of Directors of the Company.Dividends for a fiscal year shall be paid not later than December 31 of theyear following the reporting year.

13.10.               The list of personsentitled to dividends shall be made as of the date of the list of personsentitled to participate in the General Meeting of shareholders that passes aresolution on the payment of 

12

----

corresponding dividends.For the purpose of making a list of persons entitled to dividends a nominalshareholder shall provide information on the persons, in whose interests heowns the shares.

13.11.               The Company shallnot be entitled to declare and pay dividends:

13.11.1.     until full payment of thecharter capital of the Company;

13.11.2.     until reacquisition of allshares to be reacquired in compliance with article 76 of the Federal Law onJoint Stock Companies;

13.11.3.     if on the date of passing aresolution on the payment of dividends, the Company meets the definition ofinsolvency (bankruptcy) in compliance with the legislative acts of the RussianFederation on insolvency (bankruptcy) of companies or it would meet suchdefinition as a result of payment of dividends;

13.11.4.     if on the date of passing aresolution on the payment of dividends, the value of the net assets of theCompany is less than the charter capital, the reserve fund and the excess ofthe liquidation cost of preferred shares placed by the Company over the nominalvalue determined by the Charter or would become less than the amount thereof asa result of passing such resolution.

13.12.               The Company shallnot be entitled to pass resolutions on (to declare) payment of dividends(including dividends based on the results of the first quarter, six months,nine months of a fiscal year) on common and preferred shares, the amount ofdividend on which has not been determined, unless a resolution has been passedto fully pay dividend (including accumulated dividend on cumulative preferredshares) on all types of preferred shares, the amount of dividend on which(including dividends based on the results of the first quarter, six months,nine months of a fiscal year) is determined.

13.13.               The Company shallnot be entitled to pass resolutions on (to declare) payment of dividends onpreferred shares of a certain type, the amount of dividend on which isdetermined by the Charter of the Company, unless a resolution has been passedto fully pay dividend (including full payment of all accumulated dividends oncumulative preferred shares) on all types of preferred shares, which provide anadvantage in the order of priority of receiving dividends on preferred sharesof this type.

13.14.               Dividends shall notbe paid on shares that have not been issued or are on the balance sheet of theCompany.

13.15.               The Company shallnot be entitled to pay declared dividends on shares:

13.15.1.     if on the date of payment,the Company meets the definition of insolvency (bankruptcy) in compliance withthe legislation of the Russian Federation on insolvency (bankruptcy) or itwould meet such definition as a result of payment of dividends;

13.15.2.     if on the date of payment,the value of the net assets of the Company is less than the charter capital,the reserve fund and the excess of the liquidation cost of preferred sharesplaced by the Company over the nominal value determined by the Charter or wouldbecome less than the amount thereof as a result of payment dividends;

13.15.3.     in other cases stipulated byFederal Laws.

13.16.               Upon termination ofcircumstances mentioned in paragraph 13.15 the Company shall undertake to paydeclared dividends to shareholders.

### **Article 14.PLACEMENT OF SHARES AND SECURITIES ISSUED BY THE COMPANY**

14.1.                     The Companyshall be entitled to place additional shares or other securities of the Companyby subscription or conversion. In the event the charter capital of the Companyis increased at the expense of the property thereof, the Company shalldistribute additional shares among shareholders.

13

----

14.2.                     Additionalshares of the Company shall be purchased at a price determined by the Board ofDirectors of the Company in compliance with article 77 of the Federal Law onJoint Stock Companies, but not less than the nominal value thereof.

14.3.                     The placementprice, at which additional shares are offered to shareholders of the Companyexercising the preemptive right of purchasing shares, may be lower that theplacement price, at which they are offered to other parties.

14.4.                     Theremuneration of an intermediary participating in the placement of additionalshares of the Company by subscription shall not exceed 10 percent of the costof placing shares.

14.5.                     Shareholdersof the Company shall have a preemptive right to purchase additional shares andsecurities convertible to shares placed by open subscription****proportional to the number of shares of this class (type)owned by them in compliance with the procedure determined by article 41 of theFederal Law on Joint Stock Companies.

14.6.**                    **Shareholdersof the Company who voted against or did not participate in the voting on thematter of issuing shares and securities convertible into shares by closedsubscription shall have a preemptive right to purchase additional shares andsecurities convertible into shares placed by closed subscription in the amountproportional to the number of shares of this class (type) owned by them. Theabove mentioned right shall not apply to the placement of shares and securitiesconvertible into shares by closed subscription only among shareholders, ifshareholders have an opportunity to purchase an integral number of placedshares and securities convertible into shares proportional to the number ofshares of the corresponding class (type) owned by them in compliance with theprocedure determined by article 41 of the Federal Law on Joint Stock Companies.

### **Article 15. REGISTEROF SHAREHOLDERS OF THE COMPANY**

15.1.                     The registerof shareholders of the Company shall contain data about each registered party,the number and classes (types) of shares registered in the name of eachregistered party, other data stipulated by the legislative acts of the RussianFederation.

15.2.                     The registerof shareholders of the Company may be kept by the Company or a registrar on thebasis of an agreement made with the Company. In the event the number ofshareholders of the Company exceeds 50, the registrar may only be anindependent specialized organization, which is a professional participant ofthe securities market and keeps the register of holders of registeredsecurities. In this case the Company shall make an agreement on keeping the registerwith a specialized registrar on the basis of a corresponding resolution of theBoard of Directors passed by a majority of the votes of attending members ofthe Board of Directors. An agreement to keep the register shall be made withone legal entity only.

15.3.                     Thespecialized registrar keeping the register of the Company shall not be entitledto carry out transactions with the securities of the Company.

15.4.                     Any partyregistered in the register of shareholders of the Company shall undertake toinform the registrar of the Company of all changes in his data in a timelymanner. In the event he fails to provide information on changes in his data,the Company and the specialized registrar shall not be liable for lossesinflicted in connection therewith.

15.5.                     It shall notbe allowed to refuse to have an entry made in the register of shareholders ofthe Company or to evade such entry, including on the part of a good faithpurchaser, except for the cases stipulated by Federal Laws.

### **Article 16.MANAGEMENT BODIES OF THE COMPANY**

16.1.                     Themanagement bodies of the Company shall be:

14

----

16.1.1              the General Meetingof shareholders;

16.1.2              the Board ofDirectors;

16.1.3              the GeneralDirector.

### **Article 17.GENERAL MEETING OF SHAREHOLDERS**

17.1.                     The GeneralMeeting of shareholders shall be the supreme management body of the Company.

17.2.                     The Companyshall undertake annually to hold an annual General Meeting of shareholdersirrespective of holding other (extraordinary) meetings. The annual GeneralMeeting of shareholders shall be held at least two months and not later thansix months after the end of a fiscal year. The date and procedure of conductingthe General Meeting of shareholders, the procedure of notification about themeeting, the list of materials provided shall be determined by a decision ofthe Board of Directors in compliance with this Charter.

17.3.                     The followingmatters shall refer to the competence of the General Meeting of shareholders:

17.3.1.           introduction ofamendments and addenda to the Charter of the Company or approval of a newversion of the Charter of the Company, except for the cases stipulated byparagraphs 2-5 of article 12 of the Federal Law on Joint Stock Companies;

17.3.2.           reorganization of theCompany;

17.3.3.           liquidation of theCompany, appointment of the liquidation commission and approval of the interimand final liquidation balance sheets;

17.3.4.           determination of themembership of the Board of Directors, election of members thereof andtermination of their authority before the expiration of the term of officethereof;

17.3.5.           determination of thenumber, nominal value, class (type) of declared shares and rights given by suchshares;

17.3.6.           increasing the chartercapital of the Company by increasing the nominal value of shares;

17.3.7.           increasing the chartercapital of the Company by placing additional shares by closed subscriptionwithin the limits of the number of declared shares;

17.3.8.           issuance of securitiesof the Company convertible to shares by closed subscription;

17.3.9.           increasing the chartercapital of the Company by open-subscription placement of common sharesconstituting more than 25 percent of earlier issued common shares;

17.3.10.     issuance by open subscriptionof securities convertible to common shares constituting more than 25 percent ofearlier placed common shares;

17.3.11.     increasing the chartercapital of the Company by open-subscription placement of common shares in theamount constituting 25 percent or less of earlier placed common shares, if theBoard of Directors failed to reach a consensus on the matter;

17.3.12.     increasing the chartercapital of the Company by placing additional shares within the limits of thenumber and classes (types) of declared shares at the expense of the Company’sproperty, when additionally placed shares are distributed among shareholders,if the Board of Directors failed to reach a consensus on the matter;

17.3.13.     increasing the chartercapital of the Company by issuing additional preferred shares within the limitsof the number of declared shares of this class (type) by open subscription,when additionally placed shares are distributed among shareholders, if theBoard of Directors failed to reach a consensus on the matter;

17.3.14.     reducing the charter capitalof the Company by reducing the nominal value of shares, by acquiring a portionof shares by the Company for the purpose of reducing their overall number, andby canceling shares acquired or re-acquired by the Company;

15

----

17.3.15.     election of members of theAudit Commission of the Company and termination of their authority before theexpiration of the term of office thereof;

17.3.16.     approval of the auditor ofthe Company;

17.3.17.     payment (declaration) ofdividends based on the results of the first quarter, six months, and ninemonths of a fiscal year;

17.3.18.     approval of the annualreport, annual accounting reports, including profit and loss statements (profitand loss accounts) of the Company, as well as distribution of profits(including payment (declaration) of dividends, except for the profitdistributed as dividends based on the results of the first quarter, six months,nine months of a fiscal year) and losses of the Company based on the results ofa fiscal year;

17.3.19.     determination of theprocedure of the General Meeting of shareholders;

17.3.20.     election of members of thecounting commission and termination of their authority before the expiration ofthe term of office thereof;

17.3.21.     splitting and consolidationof shares;

17.3.22.     passing resolutions onapproving transactions in cases stipulated by article 83 of the Federal Law onJoint Stock Companies;

17.3.23.     passing resolutions onapproving major transactions in cases stipulated by article 79 of the FederalLaw on Joint Stock Companies;

17.3.24.     acquisition of shares issuedby the Company in cases stipulated by the Federal Law on Joint Stock Companies;

17.3.25.     passing resolutions on theparticipation in financial and industrial groups, associations and other unionsof commercial organizations;

17.3.26.     approval of internaldocuments regulating the operation of the bodies of the Company;

17.3.27.     passing resolutions ontransferring powers of the sole executive body of the Company to a managingorganization or a manager; and

17.3.28.     resolution of other mattersstipulated by the Federal Law on Joint Stock Companies.

17.4.                     Any mattersreferred to the competence of the General Meeting of shareholders shall not bepassed to the executive body of the Company for resolution. Matters referred tothe competence of the General Meeting of shareholders shall not be passed tothe Board of Directors of the Company for resolution, except for the mattersstipulated by the Federal Law on Joint Stock Companies and the Charter of theCompany.

17.5.                     The GeneralMeeting of shareholders shall not be entitled to consider and resolve anymatters that are not referred to the competence thereof by the Federal Law onJoint Stock Companies.

17.6.                     A resolutionof the General Meeting of shareholders on a matter put to the vote shall bepassed by a majority of the votes of holders of the voting shares of theCompany participating in the meeting, unless otherwise provided by the FederalLaw on Joint Stock Companies. Resolutions on the matters stated insubparagraphs 17.3.1 -17.3.3, 17.3.5, 17.3.7 – 17.3.10 and 17.3.24 of thisCharter shall be passed by the General Meeting of shareholders by a threequarter majority of holders of the voting shares of the Company participatingin the meeting of shareholders.

17.7.                     A resolutionon the approval of a major transaction, the subject matter of which isproperty, the value of which is over 50 (fifty) percent of the balance sheetassets of the Company, shall be passed by the General Meeting of shareholdersby a three quarter majority of holders of the voting shares of the Company participatingin the meeting of shareholders.

17.8.                     A resolutionon the matters stated in subparagraphs 17.3.2, 17.3.7 - 17.3.10, 17.3.21 -17.3.26 of this Charter shall be passed by the General Meeting of shareholdersonly upon recommendation of the Board of Directors.

16

----

17.9.                     Voting at theGeneral Meeting of shareholders shall be conducted on the basis of theprinciple “one voting share – one vote”, except for the case stated inparagraph 18.4 of this Charter.

17.10.               Notice of a GeneralMeeting of Shareholders and its agenda shall be given no later than 30 (thirty)days before the meeting.  If the proposedagenda of an extraordinary General Meeting of Shareholders includes the matterof election of members of the Company’s Board of Directors (supervisory board),notice of the meeting shall be given no later than 70 (seventy) days before themeeting. The agenda of a meeting may not be altered after notification ofshareholders.

17.11.               On the above datesthe notification of the convocation of the General Meeting of shareholdersshall be forwarded to each party stated in the list of parties entitled toparticipate in the General Meeting of shareholders by an ordinary mailing ordelivered to each of the above parties against their signature, or published inthe newspaper “Rossiyskaya Gazeta”. Electronic means of notification of theconvocation of the General Meeting, as well as other mass media (television,radio), or internet may be used as additional means of notification.

17.12.               A notification ofthe convocation of the General Meeting of shareholders shall contain:

17.12.1.     the full corporate name ofthe Company and the location of the Company;

17.12.2.     the form of conducting theGeneral Meeting of shareholders (a meeting or voting in absentia);

17.12.3.     the date, place and time ofconducting the General Meeting of shareholders;

17.12.4.     the date of compiling thelist of parties entitled to participate in the General Meeting of shareholders;

17.12.5.     the agenda of the GeneralMeeting of shareholders;

17.12.6.     the procedure of gettingacquainted with the information (materials) to be provided during thepreparation to the General Meeting of shareholders and the address (addresses),at which it is available;

17.12.7.     the time of the beginning ofthe registration of parties participating in the General Meeting ofshareholders, and

17.12.8.     other information stipulatedby the current law.

17.13.               The list of partiesentitled to participate in the General Meeting of shareholders shall be made onthe basis of the data from the register of shareholders of the Company as ofthe date determined by the Board of Directors.

17.13.1.     The date of compiling thelist of parties entitled to participate in the General Meeting of shareholdersshall not be determined earlier than the date of passing a resolution onconducting the General Meeting of shareholders and more than 50 (fifty) daysbefore the date of the General Meeting of shareholders.

17.13.2.     The date of compiling thelist of parties entitled to participate in the General Meeting of shareholders,if the proposed agenda of an extraordinary General Meeting of shareholdersincludes the matter of electing members of the Board of Directors of theCompany, to be elected by cumulative voting, shall not be determined earlierthan the date of passing a resolution on conducting the General Meeting ofshareholders and more than 65 (sixty five) days before the date of the GeneralMeeting of shareholders.

17.14.               The list of partiesentitled to participate in the General Meeting of shareholders contains thename of each such party, data necessary for the identification thereof, data onthe number and class (type) of voting shares he owns, the mailing address inthe Russian Federation.

17.15.               The list of partiesentitled to participate in the General Meeting of shareholders shall be madeavailable by the Company on demand by parties included in the list and owningat least 1 (one) percent of votes on any matter of the agenda of the GeneralMeeting, in compliance with the procedure established by the legislation forproviding information (materials) during the preparation 

17

----

for the General Meeting.The data of the documents and the mailing addresses of the physical personsincluded in the list shall be provided only upon consent of such persons.

17.16.               Upon demand of anyinterested party, the Company shall undertake within three days to provide suchparty with an excerpt from the list of parties entitled to participate in theGeneral Meeting of shareholders, which contains information about such party ora statement to the effect that such party was not included in the list ofparties entitled to participate in the General Meeting of shareholders.

17.17.               Changes shall be allowed to be made in the listof parties entitled to participate in the General Meeting of shareholders onlyin the event of restoring the rights of parties not included in the list as ofthe date of the compilation thereof, or to correct mistakes made during suchcompilation.

17.18.               The General Meetingof shareholders shall be deemed to have authority (to have a quorum) ifshareholders owning on aggregate more than one half of the placed voting sharesof the Company participate therein.

Shareholders shall bedeemed to have participated in the General Meeting of shareholders if theyregistered for the participation therein. Shareholders shall be deemed to haveparticipated in the General Meeting of shareholders conducted in the form ofvoting *in absentia* if their ballots werereceived before the closing date for accepting ballots.

17.19.               If elections of theBoard of Directors, the audit commission of the Company, the auditor of theCompany are included in the agenda of the General Meeting of shareholders,candidates to the Board of Directors, the audit commission of the Company andthe auditor of the Company shall be present at such meeting.

17.20.               The General Meetingconducted in the form of a meeting shall be opened if by the time of thebeginning of the meeting there is a quorum with respect to at least one matterincluded in the agenda of the General Meeting. Registration of parties entitledto participate in the General Meeting who failed to register for the GeneralMeeting before it was opened shall not be finished until the completion of thediscussion of the last matter on the agenda of the General Meeting, for whichthere is a quorum.

If by the time of thebeginning of the General Meeting there is no quorum for a single matterincluded in the agenda of the General Meeting, the opening of the GeneralMeeting shall be postponed for one hour.

17.21.               In the absence of aquorum for the conduct of the annual General Meeting of shareholders a resumedGeneral Meeting of shareholders shall be held with the same agenda. In theabsence of a quorum for the conduct of an extraordinary General Meeting ofshareholders the General Meeting of shareholders may be resumed later, handlingthe same agenda.

17.22.               The resumed GeneralMeeting of shareholders shall be deemed to have authority (to have a quorum) ifshareholders owning on aggregate at least 30 (thirty) percent of placed votingshares of the Company participated therein.

17.23.               Notice of a resumedGeneral Meetingof Shareholders shall be given in accordance with the requirements of article52 of the Federal Law on Joint Stock Companies (except the second paragraph ofclause 1 of that article) within the times established by article 17.10 hereof.

17.24.               If the resumedGeneral Meeting of shareholders is conducted less than 40 days after the failedGeneral Meeting of shareholders, parties entitled to participate in the GeneralMeeting of shareholders shall be determined in accordance with the list ofparties who were entitled to participate in the failed General Meeting ofshareholders.

17.25.               Upon resolution of the Board of Directors ofthe Company, voting on the matters on the agenda of the General Meeting ofshareholders in the form of a meeting may be carried out by voting ballots. TheBoard of Directors shall approve the form and text of the voting ballots.

A resolution of the General Meeting ofshareholders may be passed without holding a meeting (joint presence ofshareholders for the purpose of discussing the matters on the agenda andpassing

18

----

resolutions on the matters putto the vote) by voting *in absentia* (bypoll) in compliance with legislative acts of the Russian Federation. Aresolution of the General Meeting of shareholders of the Company on the mattersmentioned in subparagraphs 17.3.4, 17.3.15, 17.3.16 and 17.3.18 of this Chartercannot be passed by voting *in absentia* (bypoll). A resolution of the General Meeting of shareholders passed by voting *in absentia* (by poll) shall be deemed valid if shareholdersowning on aggregate at least half of the voting shares of the Companyparticipated in the voting. Voting *in**absentia* shall be held with the use of voting ballotsmeeting the requirements of article 60 of the Federal Law on Joint StockCompanies. The date of providing shareholders with voting ballots shall be atleast 20 (twenty) days before the date of the General Meeting of shareholders.

17.26.               ExtraordinaryGeneral Meetings of shareholders shall be held upon resolution of the Board ofDirectors of the Company on the initiative thereof, upon request of the auditcommission, the auditor of the Company, or shareholders owning on aggregate atleast 10% (ten percent) of the voting shares as of the date the request for theconvocation of the meeting is filed.

17.26.1.     An extraordinary General Meetingsof shareholders convened upon request of the audit commission, the auditor ofthe Company, or shareholders (a shareholder) owning on aggregate at least 10%(ten percent) of the voting shares of the Company shall be held within 40(forty) days after the moment of filing the request for the convocation of anextraordinary General Meeting of shareholders.

17.26.2.     If the proposed agenda of anextraordinary General Meeting of shareholders contains the matter of electingmembers of the Board of Directors of the Company, to be elected by cumulativevoting, such General Meeting of shareholders shall be held within 70 (seventy)days after the moment of filing the request for the convocation of anextraordinary General Meeting of shareholders.

17.27.               The request for theconvocation of an extraordinary General Meeting of shareholders shall containthe wording of the matters to be included in the agenda of the meeting. TheBoard of Directors shall not be entitled to introduce changes in the wording ofthe matters on the agenda of an extraordinary General Meeting of shareholders,convened upon request of the audit commission, the auditor of the Company, orshareholders (a shareholder) owning on aggregate at least 10% (ten percent) ofthe voting shares of the Company.

17.28.               If the request forthe convocation of an extraordinary General Meeting of shareholders is filed byshareholders (a shareholder), it shall contain the names of the shareholders (ashareholder) requesting the convocation of the meeting, the number and class(type) of shares owned by them. The request for the convocation of anextraordinary General Meeting of shareholders shall be signed by persons (aperson) requesting the convocation of an extraordinary General Meeting ofshareholders.

17.29.               Within five daysafter filing the request of the audit commission, the auditor of the Company,or shareholders (a shareholder) owning on aggregate at least 10% (ten percent)of the voting shares of the Company for the convocation of an extraordinaryGeneral Meeting of shareholders, the Board of Directors of the Company shallpass a resolution on convening an extraordinary General Meeting of shareholdersor refusing to convene it. A resolution on the refusal to convene anextraordinary General Meeting of shareholders upon request of the auditcommission, the auditor of the Company, or shareholders (a shareholder) owningon aggregate at least 10% (ten percent) of the voting shares of the Company maybe passed if:

17.29.1.         the procedure of filing arequest for the convocation of a meeting stipulated by this Charter has notbeen followed;

19

----

17.29.2.     the shareholders(shareholder) requesting the convocation of an extraordinary General Meeting ofshareholders do not own the number of the voting shares of the Company stipulatedby the legislation;

17.29.3.     neither of the mattersproposed for the inclusion in the agenda of an extraordinary General Meeting ofshareholders of the Company is referred to the competence thereof;

17.29.4.     the matter proposed for theinclusion in the agenda does not meet the requirements of this Charter andlegislative acts of the Russian Federation.

17.30.               A resolution of theBoard of Directors on convening an extraordinary General Meeting ofshareholders or a motivated refusal to convene it shall be forwarded to theparties requesting the convocation thereof not later than 3 (three) days afterthe moment such resolution is passed.

17.31.               If the Board ofDirectors of the Company fails to pass a resolution on convening anextraordinary General Meeting of shareholders or pass a resolution on therefusal to convene it within the period of time established by the Charter ofthe Company for the convocation of such meeting, an extraordinary GeneralMeeting of shareholders may be convened by the bodies or parties requestingsuch convocation. In this case expenses for the preparation and conduct of theGeneral Meeting of shareholders may be reimbursed, upon resolution of theGeneral Meeting of shareholders from the funds of the Company.

17.32.               The Company shallset up a counting commission. The membership of the counting commission shallbe 3 persons. Members of the counting commission shall be approved by theGeneral Meeting of shareholders. Members of the Board of Directors, the auditcommission of the Company, the sole executive body of the Company, the managingorganization or the manager, as well as candidates for these positions cannotbe members of the counting commission.

17.33.               The countingcommission shall verify the authority and register parties participating in theGeneral Meeting of shareholders, determine the quorum of the General Meeting ofshareholders, settle problems arising due to shareholders’ (theirrepresentatives’) rights to vote at the General Meeting, explain the procedureof voting on matters put to the vote, ensure the established procedure of thevoting and the rights of shareholders to participate in the voting, count votesand determine the outcome of the voting, make a protocol of the outcome of thevoting, file voting ballots in the archive.

### **Article 18. BOARD OFDIRECTORS OF THE COMPANY**

18.1.                     The Board ofDirectors shall exercise general management of operations of the Company,except for the issues referred by the Federal Law on Joint Stock Companies andthis Charter to the competence of the General Meeting of shareholders.

18.2.                     The Board ofDirectors shall consist of 9 (nine) persons, and a majority of the electedmembers shall be independent (independent directors).

An independent director is a member of theBoard of Directors who:

18.2.1              who have not been inthe last 3 years and are not currently officers (managers) or employees of theCompany, or officers or employees of the management organization of theCompany, and whose close family members (spouses and direct relatives: parents,children, grandparents, siblings) over the last 3 years have not been and arenot currently officers (managers) or employees of the Company, or officers oremployees of the management organization of the Company;

18.2.2              is not currently andhas not in the last 3 years been an officer of another company in which anyofficer of the Company is a member of the personnel and compensation committeeof the board of directors, or a close family member (spouse, or directascendant or descendant: parent, child, grandparent, or grandchild) of a personwho is currently or has in the last 3 

20

----

years has been an officerof another company in which any officer of the Company is a member of thepersonnel and compensation committee of the board of directors;

18.2.3              is not an affiliateof any officer (manager) of the Company or of a managing organization of theCompany;

18.2.4              is not an affiliateof the Company or of a current or former internal or external auditor of theCompany, or an affiliate of such an affiliate, and is not a close family member(spouse, or direct ascendant or descendant: parent, child, grandparent, orgrandchild) of an affiliate of the Company or of a current or former internalor external auditor of the Company, or an affiliate of such an affiliate;

18.2.5              is not currently andhas not in the last 3 years been a senior officer of an organization that is orhas been a party to a transaction with the Company under which the money paidor received by the organization in one financial year exceeds 2 percent of thetotal annual revenue of such organization (and its subsidiaries), and is not aclose family member (spouse, or direct ascendant or descendant: parent, child,grandparent, or grandchild) of such a senior officer;

18.2.6              has not received,and is not a direct family member (spouse, or direct ascendant or descendant:parent, child, grandparent, or grandchild) of a person who has received, morethan USD 100,000 in the last 3 years in direct compensation from the Company,other than compensation for participation in the Board of Directors or itscommittees, or compensation in the form of a pension or other deferredcompensation for past services;

18.2.7              is not a party toobligations of the Company pursuant to which the director could acquireproperty (or receive money) in an amount equal to or greater than 10 percent ofhis or her total annual income, other than compensation for participation inthe Board of Directors;

18.2.8              is not a majorcounterparty of the Company (i.e., a counterparty whose total transactionvolume with the Company in one year is equal to or greater than 10 percent ofthe book value of the Company’s assets);

18.2.9              is not arepresentative of the State;

18.2.10        has not been a member ofthe Board of Directors for more than 5 years.

If, after a person’s election to the Board ofDirectors, changes occur or circumstances arise due to which an independentdirector ceases to be deemed independent, such person shall submit a statementto the Board of Directors setting out such changes and circumstances.  In such case, and in any other case when theBoard of Directors becomes aware of such changes or circumstances, the Board ofDirectors shall convey such information to the shareholders, and if necessarycall an extraordinary general shareholders meeting to elect a new Board ofDirectors.  The status of independentdirector shall be determined by a resolution of the Board of Directors subjectto applicable legislation, the rules of the exchange on which the Company’ssecurities are traded, the Company’s Charter and internal documents, and otherrelevant factors.

18.3.                     The followingmatters shall refer to the competence of the Board of Directors:

18.3.1.           determination of thepriority directions of operations of the Company, including the approval ofannual and quarterly budgets (financial plans) of the Company;

18.3.2.           convocation of theannual and extraordinary General Meetings of shareholders of the Company,except for the cases stipulated by paragraph 8 of article 55 of the Federal Lawon Joint Stock Companies;

18.3.3.           approval of the agendaof the General Meeting of shareholders;

18.3.4.           determination of thedate of compiling the list of parties entitled to participate in the GeneralMeeting of shareholders and other matters referred to the competence of theBoard of Directors in compliance with the provisions of article VII of theFederal Law on Joint 

21

----

Stock Companies andrelated to the preparation and conduct of the General Meeting of shareholders;

18.3.5.           referring mattersstipulated by subparagraphs 17.3.2, 17.3.7 - 17.3.10, 17.3.21 -17.3.26 of thisCharter to the General Meeting of shareholders for resolution;

18.3.6.           increasing the chartercapital of the Company by issuing additional shares within the limits of thenumber and classes (types) of declared shares at the expense of the property ofthe Company, when additional shares are distributed among shareholders;

18.3.7.           increasing the chartercapital of the Company by issuing additional common shares within the limit ofdeclared shares of this class (type) by open subscription in the amount equalto 25 or less percent of placed common shares of the Company;

18.3.8.           increasing the chartercapital of the Company by issuing additional preferred shares within the limitof declared shares of this class (type) by open subscription;

18.3.9.           placement of securitiesconvertible to common shares by open subscription in the amount equal to 25 orless percent of placed common shares of the Company;

18.3.10.     issuance of bonds and othersecurities by the Company in cases stated in paragraph 12.2 of this Charter;

18.3.11.     determination of the price(monetary valuation) of the property, the cost of issuance and reacquisition ofsecurities in cases stipulated by the Federal Law on Joint Stock Companies;

18.3.12.     acquisition of shares issuedby the Company in compliance with paragraph 2 of article 72 of the Federal Lawon Joint Stock Companies;

18.3.13.     acquisition of bonds andother securities issued by the Company in cases stipulated by the Federal Lawon Joint Stock Companies;

18.3.14.     approval of the report on theoutcome of the acquisition of shares acquired in compliance with paragraph 1 ofarticle 72 of the Federal Law on Joint Stock Companies;

18.3.15.     establishment of the soleexecutive body of the Company and termination of his authority before theexpiration of the term of office thereof, approval of the terms and conditionsof the agreement made with the sole executive body, including remuneration andother payments, determination of the person authorized to sign the agreement onbehalf of the Company with the sole executive body;

18.3.16.     recommendations with respectto the remunerations and compensations paid to members of the audit commissionand determination of the amount of payment for the services of the auditor;

18.3.17.     recommendations to theGeneral Meeting of shareholders with respect to the amount of dividend onshares and the procedure of payment thereof;

18.3.18.     use of the reserve and otherfunds of the Company;

18.3.19.     approval of internaldocuments of the Company, except for the internal documents regulatingactivities of the bodies of the Company approved by a resolution of the GeneralMeeting, and other internal documents of the Company, the approval of which isreferred to the competence of the sole executive body of the Company by theCharter, introduction of amendments and additions to such documents;

18.3.20.     establishment and liquidationof subsidiaries, opening and liquidation of representative offices, approval ofregulations on subsidiaries and representative offices, introduction ofamendments and addenda thereto, appointment of heads of subsidiaries andrepresentative offices and termination of authority thereof;

18.3.21.     introduction of amendments tothe Charter of the Company related to the establishment of subsidiaries, theopening of representative offices and liquidation thereof;

22

----

18.3.22.     passing resolutions on theapproval of major transactions related to the acquisition and disposal ofproperty by the Company, in cases stipulated by chapter X of the Federal Law onJoint Stock Companies;

18.3.23.     passing resolutions on theapproval of transactions stipulated by chapter XI of the Federal Law on JointStock Companies;

18.3.24.     approval of resolutions onthe issuance (additional issuance) of securities, the prospectus of securitiesissuance, reports on the outcome of securities issuance (additional issuance),introduction of amendments and additions therein;

18.3.25.     approval of the registrar ofthe Company and terms and conditions of agreement therewith, as well astermination of agreement therewith;

18.3.26.     passing resolutions on thedisposal of the placed shares of the Company owned by the Company;

18.3.27.     approval of the report on theoutcome of the acquisition of shares of the Company for the purposes ofcancellation thereof;

18.3.28.     recommendations to theGeneral Meeting of shareholders with respect to the procedure of distributingprofits and losses of the Company based on the results of a fiscal year;

18.3.29.     preliminary approval ofannual reports of the Company;

18.3.30.     passing resolutions on theCompany’s participation in and withdrawal from any other organizations (savefor any organizations specified in subparagraph 17.3.25 of this Charter);

18.3.31.     approval of the procedures ofinternal control over financial and business operations of the Company;

18.3.32.     control over theestablishment of the system of risk management;

18.3.33.     passing resolutions onsuspending powers of a managing organization or a manager and on formation of aprovisional sole executive body of the Company; and

18.34                 other mattersstipulated by the Federal Law on Joint Stock Companies and this Charter, andthe internal documents of the Company.

Matters referred to thecompetence of the Board of Directors of the Company cannot be passed to theexecutive body of the Company for resolution.

18.4.                     Members ofthe Board of Directors of the Company shall be elected by the General Meetingof shareholders of the Company by cumulative voting for a period until asubsequent annual General Meeting of shareholders. A resolution of the GeneralMeeting of shareholders on the termination of their authority before theexpiration of the term may be passed only with respect to all members of theBoard of Directors.  In the event oftermination of the authority of the Board of Directors before the expiration ofthe term thereof, the authority of the newly elected Board of Directors shallremain in force until the election (re-election) of a new composition of theBoard of Directors by the closest General Meeting of shareholders.

18.5.                     In the eventof cumulative voting, the number of votes of each shareholder shall bemultiplied by the number of persons to be elected to the Board of Directors ofthe Company, and a shareholder shall be entitled to give votes thus obtained toone candidate or distribute them between two or more candidates.

18.6.                     The term ofoffice of the Board of Directors shall be counted from the moment they areelected by the annual General Meeting of shareholders until the moment a newcomposition of the Board of Directors of the Company is elected by the nextannual General Meeting of shareholders. Persons elected to the Board ofDirectors of the Company may be reelected an indefinite number of times.

18.7.                     In the eventthe number of members of the Board of Directors becomes less than 5 (five), theBoard of Directors shall undertake to convene an extraordinary General Meetingof shareholders to elect a 

23

----

new Board of Directors.The remaining members of the Board of Directors shall be entitled to passresolutions only on the convocation of such extraordinary General Meeting ofshareholders.

18.8.                     The Chairmanof the Board of Directors of the Company shall be elected by members of theBoard of Directors of the Company from their number by a majority of the totalnumber of members of the Board of Directors of the Company.

18.9.                     The personperforming the functions of the sole executive body cannot simultaneously beChairman of the Board of Directors of the Company.

18.10.               The Board ofDirectors of the Company shall be entitled to reelect its Chairman at any timeby a majority of the total number of members of the Board of Directors of theCompany.

18.11.               The Chairman of theBoard of Directors of the Company shall organize the work thereof, convenemeetings of the Board of Directors of the Company and chair them, organize thekeeping of minutes of such meetings, chair the General Meeting of shareholders.

18.12.               For purposes ofimproving the effectiveness and quality of the work of the Board ofDirectors, the following committees will be formed to perform preliminaryexamination of the most important questions within the competence of the Boardof Directors:

18.12.1        Strategy, Planning andCoordination Committee;

18.12.2        Audit Committee;

18.12.3        Mining DevelopmentStrategy Committee;

18.12.4        Metallurgy DevelopmentStrategy Committee.

The Board of Directors may create a Personnel andCompensation Committee, a Corporate Conflict Resolution Committee, and other permanentlystanding or temporary (ad hoc) committees. Procedures for the formation andoperation of such committees will be defined by bylaws approved by the Board ofDirectors.

18.13.               In the absence ofthe Chairman of the Board of Directors of the Company one of the members of theBoard of Directors of the Company shall perform his functions upon resolutionof the Board of Directors of the Company.

18.14.               A meeting of theBoard of Directors of the Company shall be convened by the Chairman of theBoard of Directors of the Company upon his initiative, upon request of a memberof the Board of Directors of the Company, the audit commission of the Company,the auditor of the Company or the sole executive body of the Company.

18.15.               A quorum for ameeting of the Company’s Board of Directors is the attendance of at least five of its members, including at least oneindependent director.

A quorum for a meeting of the Company’s Board ofDirectors concerning the matters set forth in articles 18.3.1, 18.3.6, 18.3.7,18.3.8, and 18.3.17 of this Charter, or the submission of issues ofreorganization or liquidation of the Company to the general shareholdersmeeting, is the attendance of at least three-quarters of the elected members ofthe Board of Directors, including at least one-third of its elected independentdirectors.

18.16.               Resolutions of a meeting of the Board ofDirectors of the Company shall be passed by a majority of the votes of thosepresent, unless otherwise provided by the Federal Law on Joint Stock Companies,this Charter of the Company or internal documents thereof. In resolving issuesat a meeting of the Board of Directors each member of the Board of Directors ofthe Company shall have one vote.

18.17.               A member of theBoard of Directors shall not be allowed to transfer his right to vote toanother person, including another member of the Board of Directors.

18.18.               In the event ofequal votes in passing resolutions at the meetings of the Board of Directors ofthe Company, the Chairman of the Board of Directors shall have a casting vote.

18.19.               Minutes shall bekept at meetings of the Board of Directors. The minutes of a meeting of theBoard of Directors shall be prepared not later than 3 (three) days after themeeting. The minutes of a meeting shall contain: the place and time of themeeting, persons attending the meeting; matters put 

24

----

to the vote and theoutcome of the voting; resolutions passed. The minutes of a meeting of theBoard of Directors of the Company shall be signed by the Chairman of themeeting, who is responsible for the correctness of the minutes.

18.20.               Meetings of theBoard of Directors of the Company may be held in the form of a meeting or *in absentia*(by poll). The Chairman of the Board of Directors shall determine the form of ameeting.

18.21.               When a meeting ofthe Board of Directors is held in the form of a meeting, written opinions ofabsent members of the Board of Directors shall be taken into account.

18.22.               Other mattersrelated to the convocation and conduct of meetings of the Board of Directorsmay be determined by the internal documents of the Company.

**18.23.****          **Members of theBoard of Directors shall disclose information on their holding of the Companysecurities and on sale and/or purchase of the Company securities.

### **Article 19. EXECUTIVEBODY OF THE COMPANY**

19.1.                     Currentoperations of the Company shall be managed by the sole executive body of theCompany — the General Director of the Company.

19.2.                     All mattersof managing current operations of the Company, except for the matters referredto the competence of the General Meeting of shareholders or the Board ofDirectors of the Company shall refer to the competence of the sole executivebody of the Company. The sole executive body of the Company shall organize theimplementation of resolutions of the General Meeting of shareholders and theBoard of Directors of the Company.

19.3.                     The GeneralDirector of the Company shall act on behalf of the Company without a power ofattorney, including the following:

19.3.1.           perform routinemanagement of the Company operations;

19.3.2.           have the right of thefirst signature under financial documents;

19.3.3.           manage the property ofthe Company to ensure current operations thereof within the limits establishedby this Charter and the current law of Russia;

19.3.4.           represent the interestsof the Company both in the Russian Federation and abroad;

19.3.5.           approve staff, makelabor contracts with employees of the Company, reward employees and imposepenalties thereon;

19.3.6.           enter into transactionson behalf of the Company;

19.3.7.           issue powers ofattorney on behalf of the Company;

19.3.8.           open and close bankaccounts of the Company;

19.3.9.           organize accounting andreporting in the Company;

19.3.10.     issue orders and giveinstructions obligatory for all employees of the Company;

19.3.11.     organize the implementationof resolutions of the General Meeting of shareholders and the Board ofDirectors of the Company;

19.3.12.     perform other functionsnecessary to achieve the aims of the Company and to provide normal work thereof,in compliance with the current law and the Charter of the Company, except forthe functions laid upon other management bodies of the Company by the FederalLaw on Joint Stock Companies and the Charter of the Company.

19.4.                     The GeneralDirector shall be appointed by the Board of Directors for a period of one year.

19.5.                     A person, whois a participant, an official or another employee of a legal entity competingwith the Company, shall not be appointed to the position of the GeneralDirector.

The authority of the General Director shall start fromthe moment he is appointed by the Board of Directors until the moment theGeneral Director is appointed by a meeting of the Board of Directors that takesplace after one year. If a new General Director has not been appointed forwhatever 

25

----

reason, the authority ofthe acting General Director shall be extended until the moment a new GeneralDirector is appointed by the Board of Directors.

19.6.                     The authorityof the General Director may be terminated before the expiration of the term ofoffice thereof by a resolution of the Board of Directors for the followingreasons:

19.6.1              failure to observethe requirements of the Charter of the Company, resolutions of the GeneralMeeting of shareholders and the Board of Directors, internal documents of theCompany;

19.6.2              in cases stipulatedby the agreement made therewith;

19.6.3              in other casesstipulated by the current law.

In the event oftermination of the authority of the General Director before the expiration ofthe term of office thereof, the Board of Directors shall appoint a new GeneralDirector.

In the event oftermination of the authority of the General Director before the expiration ofthe term of office thereof, the authority of the newly elected General Directorshall remain in force until the appointment of the sole executive body of theCompany by the Board of Directors elected by the next annual General Meeting ofshareholders.

19.7.                     The GeneralDirector shall not be entitled to carry out any other activity in addition tothe management of current operations of the Company, except for the membershipof the General Director, upon consent of the Company, in Boards of Directors ofother legal entities, if it is necessary for the interests of the Company.

19.8.                     At the time of foundation theCompany the General Director of the Company shall be elected by the founders ofthe Company at the foundation meeting of the Company for a period of one year.

19.9.                     Other rights and responsibilitiesof the General Director of the Company shall be determined by the Federal Lawon Joint Stock Companies, other regulatory and legislative acts of the RussianFederation, internal documents of the Company and the agreement made betweenthe Company and the General Director.

19.10.               Upon resolution of the General Meeting ofshareholders, the authority of the sole executive body may be laid on acommercial organization (a managing organization) or an individual entrepreneur(manager) on a contractual basis.  In theevent the authority of the sole executive body has been laid on a managingorganization or a manager, the Company shall accrue the civil rights and assumethe civil obligations through such managing organization or manager inaccordance with Article 53, clause 1, paragraph 1, of the Russian FederationCivil Code.

19.11.               A resolution on transferring theauthority of the sole executive body of the Company to a managing organizationor a manager shall be passed by the General Meeting of shareholders only uponrecommendation of the Board of Directors of the Company.

19.12.               The GeneralDirector of the Company shall disclose information on holding of the Companysecurities and on sale and/or purchase of the Company securities.

### **Article 20.RESPONSIBILITY OF THE BOARD OF DIRECTORS AND THE GENERAL DIRECTOR OF THECOMPANY**

20.1.                     In exercisingtheir rights and discharging obligations the members of the Board of Directorsand the General Director of the Company shall act in the interests of theCompany, they shall exercise their rights and discharge obligations in goodfaith and reasonably.

20.2.                     The members of the Board of Directors and theGeneral Director of the Company shall be liable to the Company for lossesinflicted on the Company by their guilty actions (omissions), unless othergrounds and amount of liability are provided by Federal Laws. The members ofthe Board of Directors who voted against the resolution that entailed losses tothe Company or did not participate in such voting shall not be liable.

26

----

20.3.                     Indetermining the grounds and the amount of liability of members of the Board ofDirectors and the sole executive body of the Company, normal businessconditions and other circumstances important for the case shall be taken intoaccount.

20.4.                     In the eventseveral persons are liable in compliance with the provisions of this article,they shall have joint liability.

20.5.                     The Companyor a shareholder (shareholders) owning on aggregate at least 1 percent ofplaced common shares of the Company shall be entitled to sue the Board ofDirectors or the sole executive body of the Company in a court of law in orderto recover damages inflicted on the Company in the case stipulated by paragraph20.2.

### **Article 21.ACQUISITION AND REACQUISITION OF PLACED SHARES BY THE COMPANY**

21.1.                     The Companyshall be entitled to acquire placed shares of the Company upon resolution ofthe General Meeting of shareholders on the reduction of the charter capital ofthe Company by purchasing a portion of shares for the purpose of reducing thetotal number thereof.

21.2.                     The sharesacquired by the Company on the basis of a resolution of the General Meeting ofshareholders on the reduction of the charter capital of the Company bypurchasing a portion of shares for the purpose of reducing the total numberthereof shall be cancelled upon the purchase thereof.

21.3.                     The Companyshall be entitled to acquire placed shares upon resolution of the Board ofDirectors in compliance with paragraph 2 of article 72 of the Federal Law onJoint Stock Companies.

21.4.                     Sharesacquired by the Company in compliance with paragraph 2 of article 72 of theFederal Law on Joint Stock Companies shall not attach a voting right, shall notbe taken into account when counting votes, and dividend shall not be paid onthem. Such shares shall be sold at the price not lower than their market pricenot later than one year after the date of acquisition thereof. Otherwise theGeneral Meeting of shareholders shall pass a resolution on the reduction of thecharter capital of the Company by canceling such shares.

21.5.                     Payment forthe shares acquired by the Company may be made in cash, securities, otherproperty, as well as property related or other rights having a monetaryvaluation.

21.6.                     In taking adecision to acquire placed shares of the Company, the Company shall be guidedby restrictions established by Federal Laws.

21.7.                     Holders ofvoting shares shall be entitled to demand that the Company buy all or a portionof their shares in the following cases:

21.7.1              in case ofreorganization of the Company or in case of a major transaction, which must beapproved by a resolution of the General Meeting of shareholders in compliancewith paragraph 3 or article 79 of the Federal Law on Joint Stock Companies, ifthey voted against the resolution on reorganization or approval of suchtransaction, or did not participate in the voting of these matters;

21.7.2              in case ofintroduction of amendments and addenda to the Charter of the Company andapproval of a new version of the Charter of the Company, which limit theirrights, if they voted against a corresponding resolution or did not participatein the voting.

21.8.                     The list ofshareholders entitled to demand that the Company buy shares owned by them shallbe made on the basis of the information from the register of shareholders ofthe Company on the date of compiling a list of parties entitled to participatein the General Meeting of shareholders, the agenda of which includes matters,the voting of which may entail the occurrence of the rights to demand thereacquisition of shares in compliance with the FL on Joint Stock Companies.

27

----

21.9.                     The shares ofthe Company shall be reacquired at the price determined by the Board ofDirectors of the Company, but not lower than the market value, which shall bedetermined by an independent valuator without taking into account the changesthereof caused by the actions of the Company that entailed the occurrence ofthe right to demand the valuation and acquisition of shares.

### **Article 22. MAJORTRANSACTIONS**

22.1.                     Major transactions shall be:

22.1.1.           a transaction(including a loan, a credit, a security, a surety) or several interconnectedtransactions connected with the purchase, disposal or the possibility ofdisposal by the Company, directly or indirectly, of property, the value ofwhich is 25 and more percent of the balance sheet value of the Company’sassets, determined on the basis of the accounting data as of the last reportingdate, except for transactions entered into as a result of normal businessactivity of the Company, transactions connected with the placement bysubscription (sale) of common shares of the Company and transactions connectedwith the issuance of securities convertible to common shares of the Company;

22.1.2.           a transaction connectedwith the sale of an equity stake in a branch of the Company, as a result ofwhich the Company loses the controlling interest in the charter capitalthereof.

22.2.                     In order for the Board ofDirectors of the Company and the General Meeting of shareholders to pass aresolution on the approval of a major transaction stipulated by paragraph 22.1of this Charter, the price of the disposed of or purchased property (services)shall be determined by the Board of Directors in compliance with article 77 ofthe Federal Law on Joint Stock Companies. The Board of Directors shall beentitled to invite an independent valuator to determine such price.

22.3.                     A resolution on the approval of amajor transaction stipulated by paragraph 22.1.1 of this Charter, the subjectof which is property, the value of which is between 25 and 50 percent of thebalance sheet value of the Company’s assets, as well as a transactionstipulated by paragraph 22.1.2 of this Charter shall be passed by all membersof the Board of Directors unanimously, with the votes of retired members of theBoard of Directors not taken into account.

In the event theunanimity of the Board of Directors of the Company on the matter of approving amajor transaction has not been reached, the Board of Directors may submit thematter of approving such major transaction to the General Meeting ofshareholders for resolution. In this case a resolution on the approval of amajor transaction shall be passed by the General Meeting of shareholders by amajority of the votes of holders of the voting shares, who participated in theGeneral Meeting of shareholders.

22.4.                     A resolution on the approval of amajor transaction stipulated by paragraph 22.1 of this Charter, the subject ofwhich is property, the value of which is more than 50 percent of the balancesheet value of the Company’s assets, shall be passed by the General Meeting ofshareholders by a three quarter majority of the votes of holders of the votingshares, who participated in the General Meeting of shareholders.

22.5.                     A resolution on the approval of amajor transaction shall state the person (persons) that are parties thereto,beneficiary (beneficiaries), the price, the subject of the transaction andother significant conditions thereof.

22.6.                     In the eventa major transaction is simultaneously an interested party transaction, onlyprovisions of article 23 of this Charter shall apply to the procedure ofexecuting it.

28

----

### **Article 23.INTERESTED PARTY TRANSACTIONS**

23.1.                     Transactions(including a loan, a credit, a security, a surety), in which there is aninterest on the part of a member of the Board of Directors, the personperforming the functions of the sole executive body of the Company, ashareholder of the Company owning together with affiliated persons at least 20percent of the voting shares of the Company, as well as a person entitled togive the Company obligatory instructions shall be executed by the Company incompliance with the current law.

Such persons shall bedeemed interested in the Company executing a transaction if they, theirspouses, parents, children, brothers and sisters, half brothers andhalf-sisters, adoptive parents and adopted children and (or) their affiliatedpersons:

23.1.1              are a party to, abeneficiary of, an intermediary or a representative in a transaction;

23.1.2              own (severally or onaggregate) at least 20 percent of shares (stocks, interest) of a legal entity,which is a party to, a beneficiary of, an intermediary or a representative in atransaction;

23.1.3              hold positions inthe management bodies of a legal entity, which is a party to, a beneficiary of,an intermediary or a representative in a transaction, or positions in themanagement bodies of the managing organization of such legal entity.

23.2.                     Provisions ofthis article shall not apply:

23.2.1              to companies thathave one shareholder who simultaneously performs the functions of the soleexecutive body;

23.2.2              to transactions, inwhich all shareholders of the Company are interested;

23.2.3              in cases ofexercising the preemptive right to purchase shares issued by the Company andsecurities convertible into shares;

23.2.4              when the Companyacquires and re-acquires placed shares;

23.2.5              in case ofreorganization of the Company in the form of a merger (accession) of companies.

23.3.                     Personsmentioned in paragraph 23.1 of this Charter shall undertake to inform the Boardof Directors, the audit commission and the auditor of the Company of thefollowing:

23.3.1              the legal entities,in which they own independently or together with their affiliated person(persons) at least 20 percent of the voting shares (stocks, interest);

23.3.2              the legal entities,in whose management bodies they hold positions;

23.3.3              transactions knownto them that are being executed or planned, in which they may be recognized asinterested parties.

23.4.                     In the eventthe requirements to the procedure of entering into interested partytransactions are not met, the interested party shall be liable to the Companyto the extent of the losses caused to the Company thereby. In the event severalpersons are liable to the Company, they shall be jointly liable.

### **Article 24. CONTROLOVER FINANCIAL AND BUSINESS OPERATIONS OF THE COMPANY**

24.1.                     The auditcommission shall exercise control over financial and business operations of theCompany.

24.2.                     The auditcommission shall be elected at the General Meeting of shareholders for a periodof 1 (one) year and shall consist of 3 (three) persons. Shares owned by membersof the Board of Directors of the Company or persons holding positions in themanagement bodies of the Company shall not participate in the voting, whenmembers of the audit commission are elected.

24.3.                     The term ofoffice of the audit commission shall be counted from the moment it is electedby the annual General Meeting of shareholders to the moment the auditcommission is elected (re-elected) by the next annual General Meeting ofshareholders.

29

----

24.4.                     The authorityof separate members or the whole audit commission may be terminated before theexpiration of the term of office thereof by a resolution of the General Meetingof shareholders on the grounds and in compliance with the procedure stipulatedby internal documents of the Company.

24.5.                     In the eventthe number of members of the audit commission becomes less than half themembership thereof stipulated by the Charter of the Company, the Board ofDirectors of the Company shall convene an extraordinary General Meeting ofshareholders to elect a new Audit Commission. The remaining members of theAudit Commission shall continue to perform their functions until a new AuditCommission is elected by the extraordinary General Meeting of shareholders.

24.6.                     In the eventthe authority of the Audit Commission is terminated before the expiration ofthe term of office thereof, the authority of the new Audit Commission shallremain in force until the moment an audit commission is elected (re-elected) bythe next annual General Meeting of shareholders.

24.7.                     Both ashareholder and any person proposed by a shareholder may become a member of theAudit Commission. Members of the audit commission of the Company cannotsimultaneously be members of the Board of Directors of the Company, the soleexecutive body, members of the liquidation commission of the Company, or holdany other positions in the management bodies of the Company.

24.8.                     The AuditCommission shall elect the chairman and the secretary from their numbers.

24.9.                     Examination(audit) of financial and business operations of the Company shall be carriedout on the basis of results of operations of the Company for a year.

24.10.               Examination (audit)of financial and business operations of the Company shall be carried out alsoat any time on the initiative or in compliance with the resolution:

24.10.1.     of the Audit Commission ofthe Company itself;

24.10.2.     of the General Meeting ofshareholders;

24.10.3.     of the Board of Directors ofthe Company;

24.10.4.   upon request of a shareholder(shareholders) of the Company owning on aggregate at least 10 (ten) percent ofthe voting shares of the Company.

24.11.               Upon request of theAudit Commission of the Company persons holding positions in the managementbodies of the Company shall undertake to make available documents pertaining tofinancial and business operations of the Company.

24.12.               The AuditCommission of the Company shall be entitled to request the convocation of theGeneral Meeting of shareholders in compliance with the procedure stipulated bythe Charter of the Company.

24.13.               On the basis of theresults of examining financial and business operations of the Company the auditcommission of the Company shall write opinions, which shall contain thefollowing:

24.13.1.     confirmation of thereliability of the data contained in reports and other financial documents ofthe Company;

24.13.2.     information on establishedcases of violations of accounting and reporting procedures stipulated bylegislative acts of the Russian Federation, and violations of legislative actsof the Russian Federation in conducting financial and business operations.

24.14.               Amounts ofremuneration and compensation of expenses connected with the execution of thefunctions of members of the audit commission shall be determined by aresolution of the General Meeting of shareholders of the Company.

24.15.               Activities of theAudit Commission with respect to other matters not stipulated by this Chartermay be determined by internal documents of the Company.

24.16.               The auditor (acitizen or an audit organization) of the Company shall examine financial andbusiness operations of the Company in compliance with legislative acts of theRussian Federation and on the basis of the agreement concluded therewith.

24.17.               The General Meetingof shareholders shall approve the auditor of the Company. The Board ofDirectors shall determine the amount of remuneration for the services thereof.

30

----

24.18.               On the basis of theresults of examining financial and business operations of the Company theauditor of the Company shall write an opinion, which shall contain thefollowing:

24.18.1.     confirmation of thereliability of the data contained in reports and other financial documents ofthe Company;

24.18.2.     information on establishedcases of violations of accounting and reporting procedures stipulated bylegislative acts of the Russian Federation, and violations of legislative actsof the Russian Federation in conducting financial and business operations.

24.19.               The internal audit of the Company shall becarried out by the Audit Commission and coordinated by the Audit Committee.

### **Article 25.ACCOUNTING AND REPORTING, DOCUMENTS OF THE COMPANY. INFORMATION ABOUT THECOMPANY**

25.1.                     The Companyshall conduct accounting and submit financial reports in compliance with theprocedure established by the legislation of the Russian Federation.

25.2.                     The fiscalyear of the Company shall be from January 1 till December 31. The first fiscalyear (the year of foundation) shall be from the moment of state registrationtill December 31.

25.3.                      Theresponsibility for the organization, condition and reliability of accounting inthe Company, timely filing of the annual report and other financial reports withcorresponding bodies, information about operations of the Company provided toshareholders, creditors and the mass media shall be borne by the GeneralDirector of the Company in compliance with the Federal Law on Joint StockCompanies, other legislative acts of the Russian Federation and the Charter ofthe Company.

25.4.                     Thereliability of the data contained in the annual report of the Company andannual accounting reports shall be confirmed by the Audit Commission of theCompany. Before the Company publishes the annual accounting reports in the *Moscovskaya Pravda*newspaper, the Company shall undertake toinvite an auditor not connected with the Company or shareholders thereof byproperty interests for the annual examination and confirmation of annual financialreports.

25.5.                     The annualreport of the Company shall be preliminarily approved by the Board of Directorsat least 30 (thirty) days before the date of the annual General Meeting ofshareholders of the Company.

25.6.                     In compliancewith the requirements of the current law the Company shall keep the followingdocuments:

25.6.1.           the foundationagreement of the Company;

25.6.2.           the Charter of theCompany, amendments and addenda introduced to the Charter of the Company andregistered in the established manner, resolution on the establishment of theCompany, certificate of state registration of the Company;

25.6.3.           documents confirmingthe right of the Company to the property on the balance sheet thereof;

25.6.4.           internal documents ofthe Company;

25.6.5.           regulations on theaffiliate or representative office of the Company;

25.6.6.           annual reports;

25.6.7.           prospectus of issuance,quarterly reports of the issuer and other documents containing information tobe published or otherwise disclosed in compliance with the Federal Law on JointStock Companies and other Federal Laws;

25.6.8.           accounting documents;

25.6.9.           accounting reportingdocuments;

25.6.10.     minutes of General Meetingsof shareholders of the Company, meetings of the Board of Directors of theCompany, the Audit Commission of the Company;

25.6.11.     lists of affiliated personsof the Company;

31

----

25.6.12.     opinions of the AuditCommission of the Company, the auditor of the Company, state and municipalfinancial control bodies;

25.6.13.     voting ballots, as well aspowers of attorney (copies of powers of attorney) for the participation in theGeneral Meeting of shareholders;

25.6.14.     reports of independentvaluators;

25.6.15.     lists of parties entitled toparticipate in the General Meeting of shareholders, entitled to receivedividends, and other lists made by the Company to ensure that shareholdersexercise their rights in compliance with the requirements of the Federal Law onJoint Stock Companies;

25.6.16.     other documents stipulated bythe Federal Law on Joint Stock Companies, the Charter of the Company, internaldocuments of the Company, resolutions of the General Meeting of shareholders,the Board of Directors of the Company, management bodies of the Company, aswell as documents stipulated by legislative acts of the Russian Federation.

25.7.                     Documentsstated in paragraph 25.6 shall be stored at the location of the sole executivebody of the Company.

25.8.                     The Companyshall provide access of shareholders of the Company to the documents stipulatedby paragraph 25.6 of this Charter, except for accounting documents.

25.9.                     The documentsstipulated by paragraph 25.6 shall be provided by the Company within seven daysof the date a corresponding request was made on the premises of the executivebody of the Company.

25.10.               Shareholders (ashareholder) owning on aggregate at least 25 (twenty five) percent of thevoting shares of the Company shall have access to accounting documents.Documents of the Company shall be made available to a shareholder of theCompany for familiarization on the basis of a written request of theshareholder of the Company at the address, where such documents are stored.

25.11.               Upon request of ashareholder the Company shall undertake to provide copies of the documentsstated in paragraph 25.6 for payment not exceeding costs of producing suchcopies, except for the documents stated in subparagraph 25.6.8 of this Charter.Copies of the documents stated in subparagraph 25.6.8 of this Charter shall bemade available to shareholders owning on aggregate at least 25 (twenty five)percent of the voting shares of the Company.

25.12.               Copies shall bemade available to a shareholder within a reasonable time, but at any rate notearlier than the time necessary for making such copies.

25.13.               The amount ofpayment shall be established by the Company and cannot exceed the expenses formaking copies of documents and forwarding copies by mail or messenger.

25.14.               Responsibility forthe organization and storage of documents of the Company shall be borne by thesole executive body of the Company, whose orders determine the procedure ofaccepting, storing and making available documents of the Company (includingother documents), as well as the responsible employees of the Company, whoaccept, store and make available documents of the Company in compliance withthis Charter and the current law.

25.15.               The Company shalldisclose information in compliance with the current law and the internaldocuments of the Company.

The executive body of theCompany – the General Director shall be responsible for disclosing informationon the operations of the Company.

### **Article 26.REORGANIZATION OF THE COMPANY**

26.1.                     The Companymay be voluntarily reorganized upon resolution of the General Meeting ofshareholders. Other grounds and the procedure of reorganizations shall bedetermined by the current law of the RF.

32

----

26.2.                     Reorganizationof the Company may take place in the form of merger, accession, split-up,spin-off and transformation into another form of incorporation.

26.3.                     The propertyof companies created as a result of reorganization shall be made up only of theproperty of companies being reorganized.

In case of reorganizationof the Company in the form of accession of another company thereto, the Companyshall be deemed reorganized from the moment an entry is made in the singlestate register of legal entities about the termination of the accessed company.

26.4.                     Not laterthan 30 days after passing a resolution on reorganization of the Company, andin cases of reorganization of the Company in the form of merger or accession –from the date a resolution to this effect is passed by the last of thecompanies participating in such merger or accession, the Company shallundertake to notify in written form all creditors of the Company thereof and topublish an announcement of the resolution passed in a publication designed forthe publication of information about state registration of legal entities.

Within 30 days offorwarding notifications to them or 30 days after the date of publication of anannouncement of the resolution passed, creditors of the Company shall beentitled to demand in written form termination before the expiration of theterm thereof or discharge of corresponding obligations and recovery of damages.

26.5.                     Stateregistration of companies created as a result of reorganization and makingentries about the termination of reorganized companies shall be carried out,provided there is evidence of notifying creditors in compliance with theprocedure established by this paragraph.

If the dividing balancesheet or the acceptance act does not make it possible to determine thesuccessor of the reorganized company, legal entities created as a result ofreorganization shall be jointly liable for the obligations of the reorganizedcompany to creditors thereof.

### **Article 27.LIQUIDATION OF THE COMPANY**

27.1.                     The Companymay be liquidated voluntarily upon a resolution of the General Meeting ofshareholders or upon a court ruling in cases and in compliance with theprocedure stipulated by the current law of the RF.

27.2.                     In the eventof voluntary liquidation of the Company, the Board of Directors shall refer theissue of liquidation of the Company and appointment of the liquidationcommission to the General Meeting of shareholders for resolution.

The General Meeting ofshareholders shall pass a resolution on liquidation of the Company andappointment of the liquidation commission, the membership of which shall beequal to that of the Board of Directors determined by this Charter.

The procedure of proposingcandidates to the liquidation commission and the procedure of voting shall bedetermined by the Regulation on the liquidation commission approved by theGeneral Meeting of shareholders.

In the event of forcedliquidation, the liquidation commission may be appointed by a court of law thatalso determines the membership thereof.

27.3.                     From themoment the liquidation commission is appointed it shall acquire all theauthority in managing operations of the Company. The liquidation commissionshall represent the Company in a court of law.

The liquidationcommission shall be responsible for the damages inflicted on the Company,shareholders thereof and third parties in compliance with the norms of thecivil legislation of the RF.

27.4.                     Theliquidation commission shall place an announcement of liquidation of theCompany, the procedure and time period for making claims by creditors thereofin the organs that publish information about registration of legal entities.The period of time for creditors to make their claims 

33

----

cannot be less than twomonths of the date the announcement of liquidation of the Company is published.

27.5.                     In the eventthe Company does not have liabilities to creditors at the time a resolution onliquidation of the Company is passed, the property thereof shall be distributedamong shareholders in compliance with this Charter.

27.6.                     Theliquidation commission shall take measures to identify creditors and receiveaccounts receivable, and shall notify creditors in written form aboutliquidation of the Company.

27.7.                     Uponexpiration of the period of time, during which creditors may make claims, theliquidation commission shall prepare an interim liquidation balance sheet,containing information about the property of the Company, claims of creditors andresults of consideration thereof.

The interim liquidationbalance sheet shall be approved by the General Meeting of shareholders.

27.8.                     If theCompany does not have enough cash to meet the claims of creditors, theliquidation commission shall sell other property of the Company from a publicauction in compliance with the procedure established for the implementation ofcourt rulings.

27.9.                     Theliquidation commission shall pay cash amounts to creditors in compliance withthe order of priority established by paragraph 1 of article 64 of the CivilCode of the RF, in compliance with the interim balance sheet, starting from thedate of the approval thereof, except for creditors of the fifth order ofpriority, who shall be paid after the expiration of one month after the date ofthe approval of the interim balance sheet.

27.10.               After settlingaccounts with creditors the liquidation commission shall prepare a liquidationbalance sheet, which shall be approved by the General Meeting of shareholders.

27.11.               The property of theCompany remaining after the settlement of accounts with creditors shall bedistributed by the liquidation commission among shareholders in the followingorder of priority:

27.11.1        firstly, payments shall bemade for the shares that must be reacquired in compliance with this Charter;

27.11.2        secondly, declared butunpaid dividends on preferred shares and the nominal value of preferred sharesshall be paid;

27.11.3        thirdly, the property ofthe Company shall be distributed among holders of common and preferred shareswith account of earlier paid nominal value of preferred shares.

27.12.               Distribution ofproperty of each order of priority shall take place after full distribution ofproperty of the preceding order of priority.

If the Company does not haveenough property to pay declared but unpaid dividends and the liquidation valuedetermined by this Charter to all holders of preferred shares, the propertyshall be distributed among holders of preferred shares proportional to thenumber of shares owned by them.

27.13.               If the GeneralMeeting of shareholders agrees, upon request of the receiver, the property thathe originally contributed as payment for shares may be returned to him as hisshare of the unrestricted residual property. If the value of such property isestimated higher than the amount to be returned, the receiver shall undertaketo pay the Company the arising difference, otherwise he shall receive only thecash amount to be returned.

The property transferredto the Company by shareholders for use shall be returned in its natural formwithout remuneration at the time of liquidation.

27.14.               Liquidation of theCompany shall be deemed completed and the Company terminated from the momentthe state registration body makes a corresponding entry in the single stateregister of legal entities.

34

----