Exhibit 1.1




---



##### 



CONTENTS
 Article 1. GENERAL PROVISIONS
    
    
    3Article 2. CORPORATE NAME AND LOCATION OF THE COMPANY
    
    
    3Article 3. LEGAL STATUS OF THE COMPANY
    
    
    3Article 4. AIMS, SUBJECT MATTER AND TYPES OF OPERATIONS OF THE COMPANY
    
    
    5Article 5. LIABILITY OF THE COMPANY AND SHAREHOLDERS
    
    
    6Article 6. FOUNDATION DOCUMENTS OF THE COMPANY
    
    
    6Article 7. CHARTER CAPITAL OF THE COMPANY
    
    
    6Article 8. INCREASE OF THE CHARTER CAPITAL
    
    
    7Article 9. REDUCTION OF THE CHARTER CAPITAL
    
    
    8Article 10. SHARES OF THE COMPANY
    
    
    9Article 11. RIGHTS AND OBLIGATIONS OF SHAREHOLDERS OF THE COMPANY
    
    
    10Article 12. BONDS AND OTHER SECURITIES ISSUED BY THE COMPANY
    
    
    12Article 13. FUNDS, NET ASSETS, PROFIT AND DIVIDENDS
    
    
    13Article 14. PLACEMENT OF SHARES AND SECURITIES ISSUED BY THE COMPANY
    
    
    16Article 15. REGISTER OF SHAREHOLDERS OF THE COMPANY
    
    
    16Article 16. MANAGEMENT BODIES OF THE COMPANY
    
    
    17Article 17. GENERAL MEETING OF SHAREHOLDERS
    
    
    17Article 18. BOARD OF DIRECTORS OF THE COMPANY
    
    
    23Article 19. EXECUTIVE BODIES OF THE COMPANY
    
    
    28Article 20. RESPONSIBILITY OF MEMBERS OF THE BOARD OF DIRECTORS,
MEMBERS OF THE MANAGEMENT BOARD AND THE GENERAL DIRECTOR OF THE COMPANY
    
    
    31Article 21. ACQUISITION AND REACQUISITION OF PLACED SHARES BY THE COMPANY
    
    
    32Article 22. MAJOR TRANSACTIONS
    
    
    33Article 23. INTERESTED PARTY TRANSACTIONS
    
    
    34Article 24. CONTROL OVER FINANCIAL AND BUSINESS OPERATIONS OF THE COMPANY
    
    
    35Article 25. ACCOUNTING AND REPORTING, DOCUMENTS OF THE COMPANY.
INFORMATION ABOUT THE COMPANY
    
    
    36Article 26. REORGANIZATION OF THE COMPANY
    
    
    38Article 27. LIQUIDATION OF THE COMPANY
    
    
    39
 Page
    
    2




---



##### 



Article 1. GENERAL PROVISIONS
 1.1.
    
    Mechel Open Joint Stock Company, hereinafter referred to as the Company (the former
full corporate name of the Company was registered as Mechel Steel Group Open Joint Stock
Company by Inspectorate No. 3 in and for the Central Administrative Okrug of the City of
Moscow of the Russian Federation Ministry for Taxes and Collections on March 19, 2003), has
been founded and operates in accordance with the Civil Code of the Russian Federation, the
Federal Law on Joint Stock Companies (No 208-FZ of December 26, 1995; hereinafter called the
Federal Law on Joint Stock Companies), the Federal Law on
Foreign Investments (No 160-FZ of
July 9, 1999), applicable rules, regulations, and legislation of all exchanges on which the
Companys securities are traded, other Russian Federation legislation, and this Charter.1.2.
    
    The type of the Company shall be open joint stock company.1.3.
    
    The Company shall be established for an indefinite period of time.1.4.
    
    This Charter is a new version of the Charter first registered on March 19, 2003, the Charter
registered on February 26, 2004, with Amendments and Additions registered 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 the Russian
language shall be  (CHIENESE CHARCTER).2.2.
    
    The abbreviated corporate name of the Company in the Russian
language shall be  OAO (CHIENESE CHARCTER).2.3.
    
    The abbreviated corporate name of the Company in the English language shall be  Mechel OAO.2.4.
    
    Documents of the Company intended for third parties shall contain either of the above names.2.5.
    
    The location of the Company shall be: 1 Krasnoarmeyskaya St, Moscow, 125993, Russian
Federation.
 Article 3. LEGAL STATUS OF THE COMPANY
 3.1.
    
    The Company shall be a legal entity and shall own separate property accounted for on the
independent balance sheet thereof, including the property contributed by shareholders as
payment for shares. The Company shall be entitled on its own behalf to acquire and exercise
property and personal non-property rights, have obligations, sue and be sued in a court of
law. Until 50 percent of the Company shares distributed among shareholders thereof are paid,
the Company shall not be entitled to enter into transactions unrelated to the foundation of
the Company.3.2.
    
    The Company shall be deemed established as a legal entity from the moment of state
registration thereof in compliance with the procedure established by Federal Laws.3.3.
    
    The Company shall have a round seal containing the full corporate name thereof in the Russian
language and an indication as to the location thereof. The seal may also contain the corporate
name of the Company in any foreign language. The Company shall be entitled to have stamps and
letterheads bearing the name thereof, an emblem of its own, as well as trademarks and other
means of visual identification registered in the established manner.3.4.
    
    The Company shall be entitled to open bank accounts on the territory of the Russian
Federation and abroad.3.5.
    
    The Company may on the voluntary basis join unions, associations, concerns, inter-
 Page
    
    3




---



##### 



departmental, regional and other associations on conditions that do not contradict the
current law of the Russian Federation.3.6.
    
    The Company shall be entitled to establish subsidiaries and open representative offices on
the territory of the Russian Federation in compliance with the requirements of the legislation
of the Russian Federation.3.7.
    
    The establishment by the Company of subsidiaries and the opening of its representative
offices beyond the territory of the Russian Federation shall also comply with the legislation
of the foreign state where such subsidiaries and representative offices are located, unless
otherwise provided by an international agreement of the Russian Federation.3.8.
    
    Subsidiaries and representative offices shall operate on behalf of the Company, which is
responsible for their operations.3.9.
    
    A subsidiary of the Company shall be a separate unit thereof located outside the location of
the Company, performing all the functions thereof, including those of a representative office
or part thereof.3.10.
    
    A representative office shall be a separate unit thereof located outside the location of the
Company, representing the interests of the Company and providing protection thereof.3.11.
    
    The Company shall allocate property to subsidiaries and representative offices. Subsidiaries
and representative offices shall not be legal entities and shall operate on the basis of
regulations thereon approved by the Company.3.12.
    
    The property of subsidiaries and representative offices shall be accounted for both on their
separate balance sheets and on the balance sheet of the Company.3.13.
    
    Decisions on the establishment of a subsidiary or a representative office and liquidation
thereof, regulations thereon, decisions on appointing heads of subsidiaries and representative
offices shall be taken by the Board of Directors of the Company in compliance with the
legislation of the country, where such subsidiaries and representative offices are
established.3.14.
    
    Heads of subsidiaries and representative offices shall act on the basis of a power of
attorney issued by the Company.3.15.
    
    The Company shall be entitled to have affiliates and dependent companies with the rights of
a legal entity established in compliance with the current law of the Russian Federation on the
territory of the Russian Federation, and in compliance with the legislation of a foreign state
where such branch or dependent company is located, unless otherwise provided by an
international agreement of the Russian Federation.3.16.
    
    The Company shall be entitled to acquire and possess securities (shares in the capital) of
other legal entities in compliance with the current law.3.17.
    
    Works and services shall be provided for prices, tariffs and in the forms established by the
Company independently, except for the cases stipulated by the current law.3.18.
    
    The Company has the following representative offices:
 -
    
    Representative office of the Company in the Republic of Korea located at the
address: No. 202, 146-5 LOFT Building, Samsung-Dong, Kangnam-Ku, Seoul, Korea,
135-878;-
    
    Representative office of the Company in Japan located at the address: No302
Atagoyama Bengoshi Building 1-6-7 Atago Minato-ku, Tokyo 105-0002;-
    
    Representative office of the Company in the Peoples Republic of China located
at the address: Jingguang Center bldg. 1 #3310A, Chaoyang District, Beijing.-
    
    Representative office of Mechel Open Joint-Stock Company in Kemerovo city located at
the address: 90/4, Lenin Ave, Kemerovo city, 650036, the Russian Federation.
 Page
    
    4




---



##### 



Article 4. AIMS, SUBJECT MATTER AND TYPES OF OPERATIONS OF THE COMPANY
 4.1.
    
    The main aim of the Company is to make profit and to fully meet the demand of legal
entities and physical persons in the highest quality products (works and services) produced
(performed, rendered) by the Company.4.2.
    
    The Company shall have civil rights and bear responsibilities necessary for performing any
types of operations not prohibited by Federal Laws.4.3.
    
    The Company shall participate in business operations using the property of the Company with
the aim of making profits in the interests of shareholders.4.4.
    
    The Company may perform the following types of operations:
 4.4.1.
    
    capital investments in securities;4.4.2.
    
    business management of coal mining and processing;4.4.3.
    
    business management of metallurgical production;4.4.4.
    
    business management of retail and wholesale trade in metallurgical, coal and other
products;4.4.5.
    
    supply and sales;4.4.6.
    
    organization of the manufacturing and sales of products, retail and wholesale trade;4.4.7.
    
    logistical and sales management;4.4.8.
    
    market research, consulting in the sphere of marketing management;4.4.9.
    
    consulting in the sphere of financial management of companies, design of accounting
systems, production cost accounting, control procedures over budget and management;4.4.10.
    
    consulting in the sphere of human resource management;4.4.11.
    
    consulting in the sphere of planning, organization, efficiency and control;4.4.12.
    
    providing public relations services;4.4.13.
    
    providing other services related to company management;4.4.14.
    
    consulting in the sphere of accounting and taxation, commercial operations and
company management;4.4.15.
    
    providing assistance and practical help in civil, arbitration or administrative
court hearings, in the arbitration court, in the international commercial arbitration
court and other bodies established for dispute settlement;4.4.16.
    
    consulting in the sphere of state registration of title to real estate and
transactions therewith;4.4.17.
    
    providing recommendations and consultations on general issues, preparation of
legal documents, company charters and similar documents related to the
establishment of 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
products and buying habits of consumers for the purposes of promoting the goods and
developing new types of products, including statistical analysis of results;4.4.19.
    
    transportation and logistics;4.4.20.
    
    foreign economic activity.
 4.5.
    
    The Company shall be entitled to perform other operations not prohibited by the legislation
of the Russian Federation.4.6.
    
    The Company shall be entitled to engage in certain types of operations, the list of which is
determined by Federal Laws, only on the basis of a special permit (license).
 Page
    
    5




---



##### 



4.7.
    
    If conditions for issuing a special permit (license) for engaging in a certain type of
operations require that such operations be exclusive, the Company shall not be entitled to
perform other operations, except for the operations stipulated by the special permit (license)
for the term of the special permit (license).
 Article 5. LIABILITY OF THE COMPANY AND SHAREHOLDERS
 5.1.
    
    The Company shall be liable for all its obligations with all the property it owns.5.2.
    
    The Company shall not be liable for the obligations of shareholders thereof.5.3.
    
    Shareholders shall not be liable for the obligations of the Company and shall bear the risk
of losses related to operations thereof to the extent of the value of shares owned by them.5.4.
    
    Shareholders who have not paid their shares in full shall be jointly liable for the
obligations of the Company to the extent of the unpaid portion of shares owned by them.5.5.
    
    If insolvency (bankruptcy) of the Company is caused by actions (omissions) of shareholders
thereof or other persons, who are entitled to give instructions obligatory for the Company or
otherwise have an opportunity to determine actions thereof, a subsidiary liability for the
Company obligations may be placed on such shareholders and other persons in the event of
insufficiency of the Company property.5.6.
    
    Insolvency (bankruptcy) of the Company shall be deemed caused by actions (omissions) of
shareholders thereof or other persons, who are entitled to give instructions obligatory for
the Company or otherwise have an opportunity to determine actions thereof, only if they used
such right or opportunity to cause the Company to perform actions knowing in advance that
insolvency (bankruptcy) of the Company would ensue.5.7.
    
    The state and bodies thereof shall not be liable for the obligations of the Company, and the
Company shall not be liable for the obligations of the state and bodies thereof.
 Article 6. FOUNDATION DOCUMENTS OF THE COMPANY
 6.1.
    
    This Charter shall be the foundation document of the Company.6.2.
    
    Requirements of the Charter of the Company shall be obligatory for all the bodies of the
Company and shareholders thereof.6.3.
    
    Introduction of amendments and addenda to the Company Charter or approval of the Company
Charter in a new version shall take place in compliance with a resolution of the General
Meeting of shareholders of the Company passed by a three quarters majority of the votes of
holders of voting shares, who attended the General Meeting of shareholders of the Company,
except for the cases stipulated by paragraphs 2-5 of article 12 of the Federal Law on Joint
Stock Companies.
 Article 7. CHARTER CAPITAL OF THE COMPANY
 7.1.
    
    Charter Capital of the Company amounts to 5,550,276,600 (five billion five hundred fifty
million two hundred seventy-six thousand six hundred) rubles.7.2.
    
    Charter Capital of the Company is composed of nominal value of 416,270,745(four hundred
sixteen million two hundred seventy thousand seven hundred forty-five) ordinary registered
shareswith the nominal value of 10 (ten) rubles each and 138,756,915(one hundred
thirty-eight million seven hundred fifty-six thousand nine hundred fifteen) preferred
registered shareswith the nominal value of 10 (ten) rubles each.7.3.
    
    The amount of placed shares of the Company is 555,027,660 shares, of these:
 -
    
    416,270,745 (four hundred sixteen million two hundred seventy thousand seven
hundred forty-five) being ordinary registered shares and
 Page
    
    6




---



##### 



-
    
    138,756,915 (one hundred thirty-eight million seven hundred fifty-six thousand
nine hundred fifteen) being preferred registered shares.
 7.3.1.
    
    The form of issuance of the shares is the book-entry form. The shares of the Company
distributed at the time of foundation shall be fully paid within one year after the
moment of state registration of the Company. At least 50% (fifty percent) of the shares
of the Company distributed upon the foundation shall be paid within 3 (three) months
after the moment of state registration of the Company.
 7.4.
    
    The number of authorized shares of the Company is 81,698,341 (eighty one million six hundred
ninety-eight thousand three hundred forty-one) ordinary registered shares with the nominal
value of 10 (ten) rubles each. Shares to be issued in the book-entry form.7.5.
    
    The declared shares entitle their owners to the same rights as the placed shares of the
corresponding class (type) stipulated by this Charter.7.6.
    
    The charter capital of the Company shall determine the minimal property of the Company, which
guarantees the interests of creditors thereof.
 Article 8. INCREASE OF THE CHARTER CAPITAL
 8.1.
    
    The charter capital of the Company may be increased by increasing the nominal value of
shares or issuing additional shares.8.2.
    
    The decision to increase the charter capital of the Company by increasing the nominal value
of shares shall be taken by the General Meeting of shareholders.8.3.
    
    The decision to increase the charter capital of the Company by issuing additional shares
shall be taken by the Board of Directors, except for the cases when in compliance with the
Federal Law on Joint Stock Companies such decision can only be taken by the General Meeting of
shareholders.
 8.3.1.
    
    The decision of the Board of Directors of the Company to increase the charter capital
of the Company by placing additional shares shall be taken unanimously by all members of
the Board of Directors, with the votes of retired members of the Board of Directors not
taken into account.8.3.2.
    
    If the Board of Directors fails to reach a unanimous decision to increase the charter
capital of the Company by placing additional shares, the Board of Directors may decide
to refer the issue of increasing the charter capital of the Company by placing
additional shares to the General Meeting of shareholders for consideration.
 8.4.
    
    In increasing the charter capital the Company shall be guided by the restrictions established
by the current law of the Russian Federation.8.5.
    
    The resolution on increasing the charter capital of the Company by placing additional shares
shall determine the number of additional common shares to be placed within the limits of the
declared shares of this class (type), the manner of issuing, the cost of placing additional
 shares by subscription or the procedure for evaluation of such cost, including the cost of
issuing additional shares to shareholders having a preemptive right to purchase issued shares
and the method of determining such cost, the form of payment for additional shares placed by
subscription. The resolution may determine other conditions of placement.8.6.
    
    Increasing the charter capital of the Company by placing additional shares may be performed
at the expense of the property of the Company. Increasing the charter capital of the Company
by increasing the nominal value of shares may be performed only at the expense of the property
of the Company. The amount, by which the charter capital of the Company is increased at the
expense of the property of the Company, shall not exceed the difference between the value of
the net assets of the Company and the amount of the charter capital and the reserve fund of
the Company. In increasing the charter capital of the
 Page
    
    7




---



##### 



Company at the expense of the property thereof by means of issuing additional shares, such
shares shall be distributed among all shareholders, with each shareholder getting shares of
the same class (type) he owns, in proportion to the number of shares owned by him.8.7.
    
    It shall not be allowed to increase the charter capital of the Company by placing additional
shares, as a result of which split shares are formed.
 Article 9. REDUCTION OF THE CHARTER CAPITAL
 9.1.
    
    The Company shall be entitled to, and in cases stipulated by the current law shall be
obligated to reduce the charter capital thereof.9.2.
    
    The charter capital of the Company may be reduced by reducing the nominal value of shares or
reducing their aggregate number, including by means of acquiring a portion of shares.9.3.
    
    The decision to reduce the charter capital by reducing the nominal value of shares or by
acquiring a portion of shares for the purposes of reducing the aggregate number thereof shall
be taken by the General Meeting of shareholders.9.4.
    
    The charter capital may be reduced on the basis of a resolution of the General Meeting of
shareholders on reducing the charter capital by canceling the shares acquired by the Company
in the following cases:
 9.4.1
    
    if shares, the title to which reverted to the Company due to failure on the part
of a founder to fully pay for such shares within the established period of time, were
not sold within one year after their acquisition by the Company;9.4.2
    
    if shares acquired by the Company on shareholders demand were not sold within
one year after their acquisition by the Company (except for the case of acquiring shares
when a decision on the reorganization of the Company was taken);9.4.3
    
    if shares acquired by the Company in compliance with paragraph 2 of article 72
of the Federal Law on Joint Stock Companies were not sold within one year after their
acquisition.
 9.5.
    
    If upon completion of the second and every consecutive fiscal year the annual balance sheet
submitted for the approval by the General Meeting of shareholders or the results of an audit
examination show that the value of the net assets of the Company is less that the charter
capital thereof, the Company shall undertake to announce the reduction of the charter capital
to the amount not exceeding the value of the net assets thereof. In this case the reduction of
the charter capital of the Company is performed by reducing the nominal value of shares.9.6.
    
    Within 30 days after taking the decision to reduce the charter capital, the Company shall
undertake to notify in written form creditors of the Company of reducing the charter capital
of the Company and of the new amount thereof, and to publish a notice of the decision taken in
a publication designed to publish information on state registration of legal entities.9.7.
    
    The charter capital of the Company shall be reduced by canceling a portion of shares on the
basis of a resolution of the General Meeting of shareholders in cases:
 9.7.1
    
    stipulated by subparagraph 1 of paragraph 6 of article 76 of the Federal Law on
Joint Stock Companies;9.7.2
    
    reorganization of the Company in the form of spin-off by means of canceling
converted shares.
 9.8.
    
    In reducing the charter capital the Company shall be governed by restrictions established by
Federal Laws.
 Page
    
    8




---



##### 



Article 10. SHARES OF THE COMPANY
 10.1.
    
    A share is a security issued by the Company that entitles its owner to a portion of
profits of the Company in the form of dividends, to the participation in the management of the
Company and to a portion of the property remaining after liquidation.10.2.
    
    The shares shall be issued in the book entry form; owners of shares (shareholders) shall be
established on the basis of an entry in the register of shareholders of the Company.10.3.
    
    The Company shall 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 of the Company shall be registered.10.5.
    
    Shares owned by any of the founders of the Company shall entitle the owner to the right to
vote irrespective of their full payment. In the event shares are not fully paid up within one
year after the moment of state registration of the Company, the title 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 nominal value of one share of the Company shall be 10 (ten) rubles.10.7.
    
    In the event the Company places securities convertible into shares of a certain class
(type), the number of the declared shares of this class (type) shall not be less than the
number necessary for the conversion during the circulation term of such securities. The
Company shall not be entitled to pass resolutions restricting the rights given by the shares,
into which securities issued by the Company may be converted, without the consent of the
owners of such securities.10.8.
    
    Payment for the shares distributed among the founders of the Company at the time of
foundation and additional shares placed by subscription may be made with cash, securities,
other property or property rights or other rights having a monetary valuation (only such
rights to intellectual property may be used as payment for shares of the Company that have a
material (documentary) form recognized by the law and may be divested de facto by their owner
and sold to any authorized person). Payment for other securities issued by the Company can be
made only in cash.10.9.
    
    Additional shares and other securities of the Company placed by subscription shall be placed
on condition of their full payment. When payment for additional shares or other Companys
securities is not made in cash, the monetary valuation of the property contributed as payment
for shares shall be made by the Board of Directors in compliance with the procedure stipulated
by article 77 of the Federal Law on Joint Stock Companies.10.10.
    
    When payment for shares is not made in cash, an independent valuator shall be invited to
determine the market value of such property. The monetary valuation of the property made by
the founders of the Company and by the Board of Directors cannot exceed the valuation made by
an independent valuator.10.11.
    
    A shareholder cannot be released from the obligation to pay for the shares of the Company,
including the release from such obligation by means of offsetting his claims against the
Company.10.12.
    
    A share shall not entitle its owner to the right to vote until it is fully paid, except for
the shares purchased by the founders at the time of foundation of the Company.10.13.
    
    In the event a share is not fully paid within the period of time determined by the
resolution on issuance in compliance with the provisions of this article, the share shall
revert to the Company, and a corresponding entry shall be made in the register of shareholders
of the Company. Cash and (or) other property contributed as payment for such share shall not
be returned upon expiration of the payment period determined by
 Page
    
    9




---



##### 



the resolution.10.14.
    
    Shares that revert to the Company shall not give the right to vote, shall not be taken into
account when counting votes, dividends shall not be paid on them. Such shares shall be sold
not later than one year after their acquisition by the Company, otherwise the General Meeting
of shareholders of the Company shall take a decision on reducing the charter capital of the
Company by canceling such shares.10.15.
    
    Preferred shares of the Company may not be converted to bonds and other securities of the
Company, including common shares of the Company.
 Article 11. RIGHTS AND OBLIGATIONS OF SHAREHOLDERS OF THE COMPANY
 11.1.
    
    Each common share of the Company shall entitle its owner to an equal volume of rights.11.2.
    
    Preferred shares of the Company of the same class (type) shall entitle their owner to an
equal volume of rights and shall have equal nominal values.11.3.
    
    General rights of holders of all classes (types) of shares:
 11.3.1
    
    to dispose of any shares owned by them without consent of other shareholders and
the Company;11.3.2
    
    shareholders of the Company shall have a preemptive right to acquire additional
shares and securities convertible into shares placed by open subscription in the
amount proportional to the number of shares of this class (type) owned by them;11.3.3
    
    shareholders of the Company who voted against or did not participate in the voting
of the matter of placing shares and securities convertible into shares by closed
subscription shall have a preemptive right to purchase additional shares and
securities convertible into shares placed by closed subscription in the amount
proportional to the number of shares of this class (type) owned by them. The above
mentioned right shall not apply to the placement of shares and securities convertible
into shares by closed subscription only among shareholders, if shareholders have an
opportunity to purchase an integral number of placed shares and securities
convertible into shares proportional to the number of shares of the corresponding
class (type) owned by them;11.3.4
    
    to receive a portion of net profits (dividends) to be distributed among
shareholders in compliance with the procedure stipulated by the law and the charter,
depending on the class (type) of shares owned by them;11.3.5
    
    to receive a part of the property of the Company (a liquidation quota) remaining
after liquidation of the Company proportional to the number of shares of the
corresponding class (type) owned by them;11.3.6
    
    to have access to the documents of the Company in compliance with the procedure
stipulated by the law and the Charter, and to obtain copies thereof for payments that
do not exceed the cost of making such copies;11.3.7
    
    to transfer all or a part of the rights given by a share of the corresponding class
(type) to his representative (representatives) on the basis of a power of attorney;11.3.8
    
    to file suits in a court of law;11.3.9
    
    to demand that the Company redeem all or some of their shares as defined in the RF
Law;11.3.10
    
    to exercise other rights stipulated by the legislation, the Charter and
resolutions of the General Meeting of shareholders passed in compliance with the
competence thereof.
 11.4.
    
    Shareholders  owners of shares of different categories (types) shall have the following
 Page
    
    10




---



##### 



rights:
 11.4.1
    
    Shareholders  owners of common shares of the Company, in addition to general
rights of owners of shares of all categories (types) shall also be entitled to:
 11.4.1.1
    
    participate in general meetings of the Company shareholders with the
right to vote on all issues that are within its terms of reference in person
or via its representative;11.4.1.2
    
    elect and be elected to the Companys management and control bodies as
defined in RF Law and this Charter; and11.4.1.3
    
    exercise other rights as defined in RF Law, this Charter and decisions
of the shareholders general meeting carried within its terms of reference.
 11.4.2
    
    Shareholders  owners of preferred shares, in addition to general rights of owners
of shares of all categories (types) shall also be entitled to:
 11.4.2.1
    
    participate in general meetings of the Company shareholders with the
right to vote:
 (a)
    
    on issues pertaining to
re-organization and winding-up of the Company;(b)
    
    on issues pertaining to making
changes in, and amendments to, the Company Charter restricting the
rights of shareholders  owners of preferred shares, including
determination or increase of a dividend amount and (or)
determination of the liquidation value paid on deferred preferred
shares; and(c)
    
    on all issues that are within the
terms of reference of the shareholders general meeting, beginning
from the shareholders general meeting that follows the
shareholders annual general meeting at which no decision on
payment of dividends was made whatever the reason or a decision on
partial payment of dividends on preferred shares was made. The
right of shareholders  owners of preferred shares to participate
in the shareholders general meeting with the right to vote shall
terminate from the moment of the first payment of dividends on
said shares in full.
 11.4.2.2
    
    receive annual dividends as defined in applicable RF Law and his
Charter; and11.4.2.3
    
    receive the liquidation value making up, per one preferred share, part
of the Companys assets proportional to the percentage of one preferred
share in the charter capital of the Company.
 11.5.
    
    Shareholders (a shareholder) owning on aggregate at least 2 percent of the voting shares of
the Company shall be entitled to introduce issues to the agenda of the annual General Meeting
of shareholders and to nominate candidates to the Board of Directors of the Company, the audit
commission and the counting commission of the Company, the number of which cannot exceed the
membership of the corresponding body, as well as a candidate for the position of the sole
executive body. Such proposals shall be submitted to the Company not later than 30 days after
the end of the fiscal year.In the event the proposed agenda of an extraordinary General Meeting of shareholders
contains the issue of electing members of the Board of Directors of the Company to be
elected by cumulative voting, shareholders (a shareholder) owning on aggregate at least 2
percent of the voting shares of the Company shall be entitled to propose candidates to the
Board of Directors of the Company, the number of which cannot exceed the membership of the
Board of Directors of the Company. Such proposals shall be submitted to the Company at
least 30 days before the date of the extraordinary General
 Page
    
    11




---



##### 



Meeting of shareholders.11.6.
    
    In compliance with the current law the Company shall be entitled to issue any classes and
types of preferred shares and determine conditions of the issuance at the time the resolution
on such issuance is passed, and take the decision on introducing corresponding changes to the
Charter of the Company.11.7.
    
    In the event the Company issues preferred shares of a certain class (type), the holders of
preferred shares of the Company shall not be entitled to vote at the General Meeting of
shareholders of the Company, except for the cases determined by the current law for a certain
class (type) of preferred shares of the Company.11.8.
    
    Shareholders of the Company shall undertake:
 11.8.1
    
    to observe the provisions of this Charter and other documents of the Company;11.8.2
    
    to pay for shares in compliance with the procedure stipulated by the current law and
this Charter;11.8.3
    
    to inform the registrar of the changes of their names, locations and mailing
addresses, bank details and other data necessary for the register of shareholders;11.8.4
    
    to discharge obligations with respect to the Company undertaken in the established
manner;11.8.5
    
    to obey resolutions of the management bodies of the Company passed within the scope
of their competence;11.8.6
    
    to refrain from divulging confidential information about operations of the Company.
The list of data constituting confidential information shall be determined by the
Board of Directors upon the proposal of the sole executive body of the Company.
 Article 12. BONDS AND OTHER SECURITIES ISSUED BY THE COMPANY
 12.1.
    
    The Company shall be entitled to place bonds and other securities stipulated by the
legal acts of the Russian Federation on securities.12.2.
    
    The Company shall place bonds and other securities non-convertible to shares; securities
convertible to common shares by open subscription and constituting not more than 25% of common
shares placed earlier; bonds convertible to preferred shares and other securities convertible
to shares by open subscription upon resolution of the Board of Directors of the Company.12.3.
    
    A bond of the Company 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 an established
period of time.12.4.
    
    A resolution on the issuance of bonds shall determine the form, time frames and other
conditions of bond retirement. A bond shall have a nominal value. The nominal value of all
bonds issued by the Company shall not exceed the amount of the charter capital of the Company,
or the amount of the security made available to the Company by third parties for the purpose
of issuing bonds. The Company shall be entitled to place bonds only after the full payment of
the charter capital of the Company.12.5.
    
    The Company shall be entitled to issue bonds with a simultaneous maturity date or bonds with
predetermined serial maturity dates.12.6.
    
    At retirement bonds may be paid for by cash or in kind in compliance with the resolution on
the issuance thereof. The Company shall be entitled to place bonds secured by certain property
of the Company, or bonds provided with a security made available to the Company by third
parties, and unsecured bonds. Placement of unsecured bonds shall be allowed, provided the
Company is, at least, in its third year of operations and two balance sheets of the Company
have been properly approved by that
 Page
    
    12




---



##### 



time.12.7.
    
    Bonds may be registered or bearer bonds. In the event of issuing registered bonds the
Company shall keep the register of bond owners. A lost registered bond shall be replaced by
the Company for a reasonable payment. The rights of a lost bearer bond owner shall be restored
by a court of law in compliance with the procedure established by the legislation of the
Russian Federation. The Company shall be entitled to stipulate the possibility of early
retirement of bonds if their owners so desire. In this case the resolution on the issuance of
bonds shall determine the redemption cost and the cut-off date, after which early retirement
is possible.12.8.
    
    The Company shall not be entitled to place bonds and securities convertible to shares of the
Company, if the number of declared shares of the Company of certain classes and types is less
than the number of shares of such classes and types, to which such securities are convertible.12.9.
    
    Bond holders shall have a preemptive right to the profit distributed and the assets of the
Company in the event of liquidation thereof, compared to shareholders in compliance with the
procedure established by the current law of Russia.
 Article 13. FUNDS, NET ASSETS, PROFIT AND DIVIDENDS
 13.1.
    
    The Company shall set up a reserve fund in the amount equal to 5% (five percent) of the
charter capital of the Company.13.2.
    
    The reserve fund of the Company shall be formed by obligatory annual allocations until it
reaches the amount established by the Charter of the Company. The amount of annual allocations
shall be at least 5% (five percent) of the net profit until it reaches the amount established
by this Charter. The reserve fund of the Company is designed to cover losses, as well as to
retire bonds and reacquire the Companys own shares in the event other means are unavailable.
The reserve fund cannot be used for other purposes.13.3.
    
    The value of net assets of the Company shall be evaluated on the basis of accounting
information in compliance with the procedure established by the current law of Russia.13.4.
    
    If at the end of the second and each consecutive fiscal year the annual balance sheet
submitted to shareholders of the Company for approval or the results of an audit examination
show that the value of the net assets of the Company is less than the charter capital, the
Company shall be obligated to declare the reduction of the charter capital thereof to the
amount not exceeding the value of the net assets thereof.13.5.
    
    If at the end of the second or each consecutive fiscal year the value of the Companys net
assets appears to be less than the Companys charter capital, the Companys Board of Directors
shall include a net assets section into the Companys annual report as part of preparations
for the annual General Meeting of shareholders.If the value of the Companys net assets falls below the Companys charter capital before
end of the fiscal year following the second or any other consecutive fiscal year after
which the value of the Companys net assets fell below the Companys charter capital,
including circumstances set out in Par. 7 Article 35 of the Federal Law on Joint Stock
Companies, the Company shall within Six (6) months of completion of the relevant fiscal
year either:
 1)
    
    reduce the Companys charter capital making it no more than the
value of the Companys net assets; or2)
    
    liquidate the Company.
 If the value of the Companys net assets appears to be more than 25% lower than the
Companys charter capital on completion of three, six, nine or twelve months of the fiscal
year following the second of any consecutive fiscal year after which the value of the
Companys net assets fell below the Companys charter capital, the Company shall report
reduction of the Companys net assets via two statements published on a monthly
 Page
    
    13




---



##### 



basis in the media where state registration data of the legal
entities are published for. If at the end of the second or any consecutive fiscal year the value of the Companys net
assets falls below the Companys minimum charter capital, the Company shall within Six (6)
of completion of the relevant fiscal year resolve on liquidation of itself.
 13.6.
    
    The balance and net profit of the Company shall be defined by accounting rules of financial
and economic activities of enterprises in force in the RF and reflected in the Companys
balance sheet. Part of the Companys profit left after payment of taxes and other mandatory
charges may be allocated to shareholders.13.7.
    
    A dividend shall be part of the Companys net profit to be allotted to shareholders as
defined herein, per one common and/or preferred share. This being the case, for purposes of
determination of an amount of a dividend paid on the Companys preferred shares, the Company
may use data of consolidated financial reports of the Company prepared in compliance with any
recognized international reporting standard used by the Company in an appropriate reporting
period (International Reporting Standard Used by the Company), including the International
Financial Reporting Standard (IFRS) prepared by the Council for the International Financial
Reporting Standard or US Generally Accepted Accounting Principles (US GAAP).13.8.
    
    On the basis of the results of the first quarter, six months, nine months of a fiscal year
and (or) the results of a fiscal year the Company shall be entitled to pass a resolution on
(to declare) the payment of dividend on shares issued by the Company, 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 the first quarter, six months, and nine months of a fiscal year
may be passed within three months upon the expiry of a corresponding period. The Company shall
undertake to pay dividends declared on the shares of each class (type).13.9.
    
    A resolution on the payment of dividends, their amount and form of payment shall be passed
by the General Meeting of shareholders of the Company. The amount of dividends shall not
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 the year following the reporting year.13.10.
    
    The list of persons entitled to dividends shall be made as of the date of the list of
persons entitled to participate in the General Meeting of shareholders that passes a
resolution on the payment of corresponding dividends. For the purpose of making a list of
persons entitled to dividends a nominal shareholder shall provide information on the persons,
in whose interests he owns the shares.13.11.
    
    The Company shall not be entitled to declare and pay dividends:
 13.11.1.
    
    until full payment of the charter capital of the Company;13.11.2.
    
    until reacquisition of all shares to be reacquired in compliance with article 76
of the Federal Law on Joint Stock Companies;13.11.3.
    
    if on the date of passing a resolution on the payment of dividends, the Company
meets the definition of insolvency (bankruptcy) in compliance with the legislative
acts of the Russian Federation on insolvency (bankruptcy) of companies or it would
meet such definition as a result of payment of dividends;13.11.4.
    
    if on the date of passing a resolution on the payment of dividends, 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 shares placed by the Company over the
nominal value determined by the Charter or would become less than the amount thereof
as a result of passing such resolution.
 13.12.
    
    The Company shall not 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 of dividend on
 Page
    
    14




---



##### 



which has not been determined, unless a resolution has been passed to fully pay dividend
(including accumulated dividend on cumulative preferred shares) 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 shall not be entitled to pass resolutions on (to declare) payment of dividends
on preferred shares of a certain type, the amount of dividend on which is determined by the
Charter of the Company, unless a resolution has been passed to fully pay dividend (including
full payment of all accumulated dividends on cumulative preferred shares) on all types of
preferred shares, which provide an advantage in the order of priority of receiving dividends
on preferred shares of this type.13.14.
    
    Dividends shall not be paid on shares that have not been issued or are on the balance sheet
of the Company.13.15.
    
    The Company shall not 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 with the legislation of the Russian Federation on
insolvency (bankruptcy) or it would 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 shares placed by the Company over the nominal value determined by the
Charter or would become less than the amount thereof as a result of payment dividends;13.15.3.
    
    in other cases stipulated by Federal Laws.
 13.16.
    
    Upon termination of circumstances mentioned in paragraph 13.15 the Company shall undertake
to pay declared dividends to shareholders.13.17.
    
    The annual fixed dividend payable per one preferred share of the Company shall be defined in
the amount of twenty (20) percent of the Companys net profit based on data of annual
consolidated financial reports prepared in compliance with the International Reporting
Standard Used by the Company and audited by an independent auditor in compliance with
applicable audit principles, divided by One hundred thirty eight million seven hundred fifty
six nine hundred and fifteen (138,756,915), and declared and paid subject to sufficiency of
the Companys net profit for those purposes as defined in para 13.6. hereinabove. For purposes
of this para the amount of net profit based on data of annual consolidated financial reports
prepared in compliance with the International Reporting Standard Used by the Company shall be
defined at the rate of the RF Central Bank on the date of holding a meeting of the Board of
Directors of the Company at which a decision on recommendations as to the amount of dividends
payable on preferred shares was made. This being the case, if the amount of a dividend payable
on one common share in a certain year exceeds the amount of a dividend payable, by the
Company, on one preferred share in the same year, then the amount of a dividend payable on one
preferred share shall be increased to the amount of a dividend declared on one common share.
If the nominal value of the Companys common shares changes, the amount of a dividend payable,
by the Company, on one common share for purposes of the aforesaid provision of this para shall
be defined by the nominal value of common shares prior to such change. If dividends on common
shares are paid in monies, then for purposes of this para assets allocated for the payment of
dividends on common shares shall be evaluated in terms of money, which evaluation shall be
defined by the Board of Directors using an independent appraiser performing appraisal in
compliance with RF Law. The Company may declare and pay dividends on preferred shares in the
amount exceeding the limit specified in this para, but not exceeding the one recommended by
the Board of Directors of the Company subject to sufficiency of the Companys net profit for
those purposes as defined in para 13.6. hereinabove.
 Page
    
    15




---



##### 



Article 14. PLACEMENT OF SHARES AND SECURITIES ISSUED BY THE COMPANY
 14.1.
    
    The Company shall be entitled to place additional shares or other securities of the
Company by subscription or conversion. In the event the charter capital of the Company is
increased at the expense of the property thereof, the Company shall distribute additional
shares among shareholders.14.2.
    
    Additional shares of the Company shall be purchased at a price determined by the Board of
Directors of the Company in compliance with article 77 of the Federal Law on Joint Stock
Companies, but not less than the nominal value thereof.14.3.
    
    The placement price, at which additional shares are offered to shareholders of the Company
exercising the preemptive right of purchasing shares, may be lower that the placement price,
at which they are offered to other parties.14.4.
    
    The remuneration of an intermediary participating in the placement of additional shares of
the Company by subscription shall not exceed 10 percent of the cost of placing shares.14.5.
    
    Shareholders of the Company shall have a preemptive right to purchase additional shares and
securities 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 the Federal Law on Joint Stock Companies.14.6.
    
    Shareholders of the Company who voted against or did not participate in the voting on the
matter of issuing shares and securities convertible into shares by closed subscription shall
have a preemptive right to purchase additional shares and securities convertible into shares
placed by closed subscription in the amount proportional to the number of shares of this class
(type) owned by them.The above mentioned right shall not apply to the placement of shares and securities
convertible into shares by closed subscription only among shareholders, if shareholders
have an opportunity to purchase an integral number of placed shares and securities
convertible into shares proportional to the number of shares of the corresponding class
(type) owned by them in compliance with the procedure determined by article 41 of the
Federal Law on Joint Stock Companies.
 Article 15. REGISTER OF SHAREHOLDERS OF THE COMPANY
 15.1.
    
    The register of shareholders of the Company shall contain data about each registered
party, the number and classes (types) of shares registered in the name of each registered
party, other data stipulated by the legislative acts of the Russian Federation.15.2.
    
    The register of shareholders of the Company may be kept by the Company or a registrar on the
basis of an agreement made with the Company. In the event the number of shareholders of the
Company exceeds 50, the registrar may only be an independent specialized organization, which
is a professional participant of the securities market and keeps the register of holders of
registered securities. In this case the Company shall make an agreement on keeping the
register with a specialized registrar on the basis of a corresponding resolution of the Board
of Directors passed by a majority of the votes of attending members of the Board of Directors.
An agreement to keep the register shall be made with one legal entity only.15.3.
    
    The specialized registrar keeping the register of the Company shall not be entitled to carry
out transactions with the securities of the Company.15.4.
    
    Any party registered in the register of shareholders of the Company shall undertake to
 Page
    
    16




---



##### 



inform the registrar of the Company of all changes in his data in a timely manner. In the
event he fails to provide information on changes in his data, the Company and the
specialized registrar shall not be liable for losses inflicted in connection therewith.15.5.
    
    It shall not be allowed to refuse to have an entry made in the register of shareholders of
the Company or to evade such entry, including on the part of a good faith purchaser, except
for the cases stipulated by Federal Laws.
 Article 16. MANAGEMENT BODIES OF THE COMPANY
 16.1.
    
    The management bodies of the Company shall be:
 16.1.1
    
    the General Meeting of shareholders;16.1.2
    
    the Board of Directors;16.1.3
    
    the Collegial Executive Body (Management Board);16.1.4
    
    the Sole Executive Body (General Director).
 Article 17. GENERAL MEETING OF SHAREHOLDERS
 17.1.
    
    The General Meeting of shareholders shall be the supreme management body of the Company.17.2.
    
    The Company shall undertake annually to hold an annual General Meeting of shareholders
irrespective of holding other (extraordinary) meetings. The annual General Meeting of
shareholders shall be held at least two months and not later than six months after the end of
a fiscal year. The date and procedure of conducting the General Meeting of shareholders, the
procedure of notification about the meeting, the list of materials provided shall be
determined by a decision of the Board of Directors in compliance with this Charter.17.3.
    
    The following matters shall refer to the competence of the General Meeting of shareholders:
 17.3.1.
    
    introduction of amendments and addenda to the Charter of the Company or approval
of a new version of the Charter of the Company, except for the cases stipulated by
paragraphs 2-5 of article 12 of the Federal Law on Joint Stock Companies;17.3.2.
    
    reorganization of the Company;17.3.3.
    
    liquidation of the Company, appointment of the liquidation commission and approval
of the interim and final liquidation balance sheets;17.3.4.
    
    determination of the membership of the Board of Directors, election of members
thereof and termination of their authority before the expiration of the term of
office thereof;17.3.5.
    
    determination of the number, nominal value, class (type) of declared shares and
rights given by such shares;17.3.6.
    
    increasing the charter capital of the Company by increasing the nominal value of
shares;17.3.7.
    
    increasing the charter capital of the Company by placing additional shares by
closed subscription within the limits of the number of declared shares;17.3.8.
    
    issuance of securities of the Company convertible to shares by closed
subscription;17.3.9.
    
    increasing the charter capital of the Company by open-subscription placement of
common shares constituting more than 25 percent of earlier issued common shares;17.3.10.
    
    issuance by open subscription of securities convertible to common shares
constituting more than 25 percent of earlier placed common shares;17.3.11.
    
    increasing the charter capital of the Company by open-subscription placement
 Page
    
    17




---



##### 



of common shares in the amount constituting 25 percent or less of earlier placed
common shares, if the Board of Directors failed to reach a consensus on the
matter;17.3.12.
    
    increasing the charter capital of the Company by placing additional shares within
the limits of the number and classes (types) of declared shares at the expense of the
Companys property, 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 charter capital of the Company by issuing additional preferred
shares within the limits of the number of declared shares of this class (type) by
open subscription, when additionally placed shares are distributed among
shareholders, if the Board of Directors failed to reach a consensus on the matter;17.3.14.
    
    reducing the charter capital of the Company by reducing the nominal value of
shares, by acquiring a portion of shares by the Company for the purpose of reducing
their overall number, and by canceling shares acquired or re-acquired by the Company;17.3.15.
    
    election of members of the Audit Commission of the Company and termination of
their authority before the expiration of the term of office thereof;17.3.16.
    
    approval of the auditor of the Company;17.3.17.
    
    payment (declaration) of dividends based on the results of the first quarter, six
months, and nine months of a fiscal year;17.3.18.
    
    approval of the annual report, annual accounting reports, including profit and
loss statements (profit and loss accounts) of the Company, as well as distribution of
profits (including payment (declaration) of dividends, except for the profit
distributed 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 of a fiscal
year;17.3.19.
    
    determination of the procedure of the General Meeting of shareholders;17.3.20.
    
    election of members of the counting commission and termination of their authority
before the expiration of the term of office thereof;17.3.21.
    
    splitting and consolidation of shares;17.3.22.
    
    passing resolutions on approving transactions in cases stipulated by article 83
of the Federal Law on Joint Stock Companies;17.3.23.
    
    passing resolutions on approving major transactions in cases stipulated by
article 79 of the Federal Law on Joint Stock Companies;17.3.24.
    
    acquisition of shares issued by the Company in cases stipulated by the Federal
Law on Joint Stock Companies;17.3.25.
    
    passing resolutions on the participation in financial and industrial groups,
associations and other unions of commercial organizations;17.3.26.
    
    approval of internal documents regulating the operation of the bodies of the
Company;17.3.27.
    
    passing resolutions on transferring powers of the sole executive body of the
Company to a managing organization or a manager; and17.3.28.
    
    resolution of other matters stipulated by the Federal Law on Joint Stock
Companies.
 17.4.
    
    Any matters referred to the competence of the General Meeting of shareholders shall not be
passed to the executive bodies of the Company for resolution. Matters referred to the
competence of the General Meeting of shareholders shall not be passed to the Board of
Directors of the Company for resolution, except for the matters stipulated by the Federal Law
on Joint Stock Companies and the Charter of the Company.
 Page
    
    18




---



##### 



17.5.
    
    The General Meeting of shareholders shall not be entitled to consider and resolve any
matters that are not referred to the competence thereof by the Federal Law on Joint Stock
Companies.17.6.
    
    A resolution of the General Meeting of shareholders on a matter put to the vote shall be
passed by a majority of the votes of holders of the voting shares of the Company participating
in the meeting, unless otherwise provided by the Federal Law on Joint Stock Companies.
Resolutions on the matters stated in subparagraphs 17.3.1 -17.3.3, 17.3.5, 17.3.7  17.3.10
and 17.3.24 of this Charter shall be passed by the General Meeting of shareholders by a three
quarter majority of holders of the voting shares of the Company participating in the meeting
of shareholders.17.7.
    
    A resolution on the approval of a major transaction, the subject matter of which is
property, the value of which is over 50 (fifty) percent of the balance sheet assets of the
Company, shall be passed by the General Meeting of shareholders by a three quarter majority of
holders of the voting shares of the Company participating in the meeting of shareholders.17.8.
    
    A resolution on 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 shareholders only upon
recommendation of the Board of Directors.17.9.
    
    Voting at the General Meeting of shareholders shall be conducted on the basis of the
principle one voting share  one vote, except for the case stated in paragraph 18.4 of this
Charter.17.10.
    
    Notice of a General Meeting of Shareholders and its agenda shall be given no later than 30
(thirty) days before the meeting. In cases set out in Paragraphs 2 & 8 Article 53 of the
Federal Law on Joint Stock Companies, notice of the meeting shall be given no later than 70
(seventy) days before the meeting. The agenda of a meeting may not be altered after
notification of shareholders.17.11.
    
    On the above dates the notification of the convocation of the General Meeting of
shareholders shall be forwarded to each party stated in the list of parties entitled to
participate in the General Meeting of shareholders by an ordinary mailing or delivered to each
of the above parties against their signature, or published in the newspaper Rossiyskaya
Gazeta. Electronic means of notification of the convocation 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 of the convocation of the General Meeting of shareholders shall contain:
 17.12.1.
    
    the full corporate name of the Company and the location of the Company;17.12.2.
    
    the form of conducting the General Meeting of shareholders (a meeting or voting
in absentia);17.12.3.
    
    the date, place and time of conducting the General Meeting of shareholders;17.12.4.
    
    the date of compiling the list of parties entitled to participate in the General
Meeting of shareholders;17.12.5.
    
    the agenda of the General Meeting of shareholders;17.12.6.
    
    the procedure of getting acquainted with the information (materials) to be
provided during the preparation to the General Meeting of shareholders and the
address (addresses), at which it is available;17.12.7.
    
    the time of the beginning of the registration of parties participating in the
General Meeting of shareholders, and17.12.8.
    
    other information stipulated by the current law.
 17.13.
    
    The list of parties entitled to participate in the General Meeting of shareholders shall be
made on the basis of the data from the register of shareholders of the Company as of the date
determined by the Board of Directors.
 17.13.1.
    
    The date of compiling the list of parties entitled to participate in the General
Meeting of shareholders shall not be determined to be earlier than the date
 Page
    
    19




---



##### 



of passing a resolution on conducting the General Meeting of shareholders and
more than Fifty (50) days before the date of the General Meeting of
shareholders.17.13.2.
    
    In the case set out in Paragraph 2 Article 53 of the Federal Law on Joint Stock
Companies  more than Eighty-five (85) days before the date of the General Meeting
of shareholders;17.13.3.
    
    For a General Meeting of shareholders where the quorum and voting also rely on
ballots received by the Company in accordance with Subparagraph 2 Paragraph 1 Article
58 of the Federal Law on Joint Stock Companies, the date of compiling the list of
parties entitled to participate in the General Meeting of shareholders shall be at
least Thirty-five (35) days before the General Meeting of shareholders.
 17.14.
    
    The list of parties entitled to participate in the General Meeting of shareholders contains
the name of each such party, data necessary for the identification thereof, data on the number
and class (type) of voting shares he owns, the mailing address in the Russian Federation.17.15.
    
    The list of parties entitled to participate in the General Meeting of shareholders shall be
made available by the Company on demand by parties included in the list and owning at least 1
(one) percent of votes on any matter of the agenda of the General Meeting, in compliance with
the procedure established by the legislation for providing information (materials) during the
preparation for the General Meeting. The data of the documents and the mailing addresses of
the physical persons included in the list shall be provided only upon consent of such persons.17.16.
    
    Upon demand of any interested party, the Company shall undertake within three days to
provide such party with an excerpt from the list of parties entitled to participate in the
General Meeting of shareholders, which contains information about such party or a statement to
the effect that such party was not included in the list of parties entitled to participate in
the General Meeting of shareholders.17.17.
    
    Changes shall be allowed to be made in the list of parties entitled to participate in the
General Meeting of shareholders only in the event of restoring the rights of parties not
included in the list as of the date of the compilation thereof, or to correct mistakes made
during such compilation.17.18.
    
    The General Meeting of shareholders shall be deemed to have authority (to have a quorum) if
shareholders owning on aggregate more than one half of the placed voting shares of the Company
participate therein.Shareholders shall be deemed to have participated in the General Meeting of shareholders
if they registered for the participation therein. Shareholders shall be deemed to have
participated in the General Meeting of shareholders conducted in the form of voting in
absentia if their ballots were received before the closing date for accepting ballots.17.19.
    
    If elections of the Board of Directors, the audit commission of the Company, the auditor of
the Company are included in the agenda of the General Meeting of shareholders, candidates to
the Board of Directors, the audit commission of the Company and the auditor of the Company
shall be present at such meeting.17.20.
    
    The General Meeting conducted in the form of a meeting shall be opened if by the time of the
beginning of the meeting there is a quorum with respect to at least one matter included in the
agenda of the General Meeting. Registration of parties entitled to participate in the General
Meeting who failed to register for the General Meeting before it was opened shall not be
finished until the completion of the discussion of the last matter on the agenda of the
General Meeting, for which there is a quorum.If by the time of the beginning of the General Meeting there is no quorum for a single
matter included in the agenda of the General Meeting, the opening of the General
 Page
    
    20




---



##### 



Meeting shall be postponed for one hour.17.21.
    
    In the absence of a quorum for the conduct of the annual General Meeting of shareholders a
resumed General Meeting of shareholders shall be held with the same agenda. In the absence of
a quorum for the conduct of an extraordinary General Meeting of shareholders the General
Meeting of shareholders may be resumed later, handling the same agenda.17.22.
    
    The resumed General Meeting of shareholders shall be deemed to have authority (to have a
quorum) if shareholders owning on aggregate at least 30 (thirty) percent of placed voting
shares of the Company participated therein.17.23.
    
    Notice of a resumed General Meeting of Shareholders shall be given in accordance with the
requirements of article 52 of the Federal Law on Joint Stock Companies (except the second
paragraph of clause 1 of that article) within the times established by article 17.10 hereof.17.24.
    
    If the resumed General Meeting of shareholders is conducted less than 40 days after the
failed General Meeting of shareholders, parties entitled to participate in the General Meeting
of shareholders shall be determined in accordance with the list of parties who were entitled
to participate in the failed General Meeting of shareholders.17.25.
    
    If there is no quorum to hold an annual General Meeting of shareholders forced by the court
ruling, another attempt shall be made within Sixty (60) days to hold such an annual General
Meeting of shareholders with the same agenda. No extra appeal to the court is needed here. The
recurrent General Meeting of shareholders shall be called and held by the person or the
Companys body specified in the court ruling, and, in case the relevant person or the
Companys body has failed to hold an annual General Meeting of shareholders within the period
set out in the court ruling, the recurrent shareholders meeting shall be called and held by
other persons or the Companys body appealing to the court provided such persons or the
Companys body are specified in the court ruling. If there is no quorum to hold an extraordinary General Meeting of shareholders forced by
the court ruling, no recurrent General Meeting of shareholders shall be held.17.26.
    
    Upon resolution of the Board of Directors of the Company, voting on the matters on the
agenda of the General Meeting of shareholders in the form of a meeting may be carried out by
voting ballots.The Board of Directors shall approve the form and text of the voting ballots.A resolution of the General Meeting of shareholders may be passed without holding a
meeting (joint presence of shareholders for the purpose of discussing the matters on the
agenda and passing resolutions on the matters put to the vote) by voting in absentia(by
poll) in compliance with legislative acts of the Russian Federation. A resolution of the
General Meeting of shareholders of the Company on the matters mentioned in subparagraphs
17.3.4, 17.3.15, 17.3.16 and 17.3.18 of this Charter cannot be passed by voting in
absentia(by poll). A resolution of the General Meeting of shareholders passed by voting
in absentia(by poll) shall be deemed valid if shareholders owning on aggregate at least
half of the voting shares of the Company participated in the voting. Voting in absentia
shall be held with the use of voting ballots meeting the requirements of article 60 of the
Federal Law on Joint Stock Companies. The date of providing shareholders with voting
ballots shall be at least 20 (twenty) days before the date of the General Meeting of
shareholders.17.27.
    
    Extraordinary General Meetings of shareholders shall be held upon resolution of the Board of
Directors of the Company on the initiative thereof, upon request of the audit commission, the
auditor of the Company, or shareholders owning on aggregate at least 10% (ten percent) of the
voting shares as of the date the request for the convocation of the meeting is filed.
 17.27.1.
    
    An extraordinary General Meetings of shareholders convened upon request of the
audit commission, the auditor of the Company, or shareholders (a
 Page
    
    21




---



##### 



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 an extraordinary General Meeting of
shareholders.17.27.2.
    
    If the proposed agenda of an extraordinary General Meeting of shareholders
contains the matter of electing members of the Board of Directors of the Company, to
be elected by cumulative voting, such General Meeting of shareholders shall be held
within 70 (seventy) days after the moment of filing the request for the convocation
of an extraordinary General Meeting of shareholders.
 17.28.
    
    The request for the convocation of an extraordinary General Meeting of shareholders shall
contain the wording of the matters to be included in the agenda of the meeting. The Board of
Directors shall not be entitled to introduce changes in the wording of the matters on the
agenda of an extraordinary General Meeting of shareholders, convened upon 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.17.29.
    
    If the request for the convocation of an extraordinary General Meeting of shareholders is
filed by shareholders (a shareholder), it shall contain the names of the shareholders (a
shareholder) requesting the convocation of the meeting, the number and class (type) of shares
owned by them. The request for the convocation of an extraordinary General Meeting of
shareholders shall be signed by persons (a person) requesting the convocation of an
extraordinary General Meeting of shareholders.17.30.
    
    Within five days after 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 extraordinary General Meeting of
shareholders, the Board of Directors of the Company shall pass a resolution on convening an
extraordinary General Meeting of shareholders or refusing to convene it. A resolution on the
refusal to convene an extraordinary General Meeting of shareholders upon 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 may be passed if:
 17.30.1.
    
    the procedure of filing a request for the convocation of a meeting stipulated by
this Charter has not been followed;17.30.2.
    
    the shareholders (shareholder) requesting the convocation of an extraordinary
General Meeting of shareholders do not own the number of the voting shares of the
Company stipulated by the legislation;17.30.3.
    
    neither of the matters proposed for the inclusion in the agenda of an
extraordinary General Meeting of shareholders of the Company is referred to the
competence thereof;17.30.4.
    
    the matter proposed for the inclusion in the agenda does not meet the
requirements of this Charter and legislative acts of the Russian Federation.
 17.31.
    
    A resolution of the Board of Directors on convening an extraordinary General Meeting of
shareholders or a motivated refusal to convene it shall be forwarded to the parties requesting
the convocation thereof not later than 3 (three) days after the moment such resolution is
passed.17.32.
    
    In case the Companys Board of Directors fails or refuses to call an extraordinary General
Meeting of shareholders within the time limit specified in this Bylaw, the Companys body or
persons requesting calling of such an extraordinary General Meeting of shareholders, shall be
entitled to appeal to the court seeking that the Company is forced to hold an extraordinary
General Meeting of shareholders.The court decision forcing the Company to hold an extraordinary General Meeting of
 Page
    
    22




---



##### 



shareholders shall specify the terms and procedure for holding thereof. Court
reinforcement action is delegated to the relevant plaintiff or (if requested by the
plaintiff) to the Companys body or another person provided they agree. The Board of
Directors cannot act as such a body. The Companys body or a person holding an
extraordinary General Meeting of shareholders pursuant to the court ruling, shall have all
the statutory powers to call and hold such a meeting. In case an extraordinary General
Meeting of shareholders is held by the plaintiff pursuant to the court ruling, any and all
costs relating to preparation and holding of said meeting can be reimbursed by the Company
subject to the resolution of the shareholders.17.33.
    
    The Company shall set up a counting commission. The membership of the counting commission
shall be 3 persons. Members of the counting commission shall be approved by the General
Meeting of shareholders. Members of the Board of Directors, members of the collegial executive
body (Management Board), the audit commission of the Company, the sole executive body of the
Company, the managing organization or the manager, as well as candidates for these positions
cannot be members of the counting commission.17.34.
    
    The counting commission shall verify the authority and register parties participating in the
General Meeting of shareholders, determine the quorum of the General Meeting of shareholders,
settle problems arising due to shareholders (their representatives) rights to vote at the
General Meeting, explain the procedure of voting on matters put to the vote, ensure the
established procedure of the voting and the rights of shareholders to participate in the
voting, count votes and determine the outcome of the voting, make a protocol of the outcome of
the voting, file voting ballots in the archive.
 Article 18. BOARD OF DIRECTORS OF THE COMPANY
 18.1.
    
    The Board of Directors shall exercise general management of operations of the Company,
except for the issues referred by the Federal Law on Joint Stock Companies and this Charter to
the competence of the General Meeting of shareholders.18.2.
    
    The Board of Directors shall consist of 9 (nine) persons, and a majority of the elected
members shall be independent (independent directors).An independent director is a member of the Board of Directors who:
 18.2.1
    
    who have not been in the last 3 years and are not currently officers (managers) or
employees of the Company, or officers or employees of the management organization of
the Company, and whose close family members (spouses and direct relatives:
parents, children, grandparents, siblings) over the last 3 years have not been and
are not currently officers (managers) or employees of the Company, or officers or
employees of the management organization of the Company;18.2.2
    
    is not currently and has not in the last 3 years been an officer of another
company in which any officer of the Company is a member of the personnel and
compensation committee of the board of directors, or a close family member (spouse,
or direct ascendant or descendant: parent, child, grandparent, or grandchild) of a
person who is currently or has in the last 3 years has been an officer of another
company in which any officer of the Company is a member of the personnel and
compensation committee of the board of directors;18.2.3
    
    is not an affiliate of any officer (manager) of the Company or of a managing
organization of the Company;18.2.4
    
    is not an affiliate of the Company or of a current or former internal or external
auditor of the Company, or an affiliate of such an affiliate, and is not a close
family member (spouse, or direct ascendant or descendant: parent, child,
 Page
    
    23




---



##### 



grandparent, or grandchild) of an affiliate of the Company or of a current or
former internal or external auditor of the Company, or an affiliate of such an
affiliate;18.2.5
    
    is not currently and has not in the last 3 years been a senior officer of an
organization that is or has been a party to a transaction with the Company under
which the money paid or received by the organization in one financial year exceeds 2
percent of the total annual revenue of such organization (and its subsidiaries), and
is not a close 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,
more than 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 its
committees, or compensation in the form of a pension or other deferred compensation
for past services;18.2.7
    
    is not a party to obligations of the Company pursuant to which the director could
acquire property (or receive money) in an amount equal to or greater than 10 percent
of his or her total annual income, other than compensation for participation in the
Board of Directors;18.2.8
    
    is not a major counterparty of the Company (i.e., a counterparty whose total
transaction volume with the Company in one year is equal to or greater than 10
percent of the book value of the Companys assets);18.2.9
    
    is not a representative of the State.
 If, after a persons election to the Board of Directors, changes occur or circumstances
arise due to which an independent director ceases to be deemed independent, such person
shall submit a statement to the Board of Directors setting out such changes and
circumstances. In such case, and in any other case when the Board of Directors becomes
aware of such changes or circumstances, the Board of Directors shall convey such
information to the shareholders, and if necessary call an extraordinary general
shareholders meeting to elect a new Board of Directors. The status of independent
director shall be determined by a resolution of the Board of Directors subject to
applicable legislation, the rules of the exchange on which the Companys securities are
traded, the Companys Charter and internal documents, and other relevant factors.18.3.
    
    The following matters shall refer to the competence of the Board of Directors:
 18.3.1.
    
    determination of the priority directions of operations of the Company, including
the approval of annual and quarterly budgets (financial plans) of the Company;18.3.2.
    
    convocation of the annual and extraordinary General Meetings of shareholders of
the Company, except for the cases stipulated by paragraph 8 of article 55 of the
Federal Law on Joint Stock Companies;18.3.3.
    
    approval of the agenda of the General Meeting of shareholders;18.3.4.
    
    determination of the date of compiling the list of parties entitled to
participate in the General Meeting of shareholders and other matters referred to the
competence of the Board of Directors in compliance with the provisions of article
VII of the Federal Law on Joint Stock Companies and related to the preparation and
conduct of the General Meeting of shareholders;18.3.5.
    
    referring matters stipulated by subparagraphs 17.3.2, 17.3.7  17.3.10, 17.3.21
-17.3.26 of this Charter to the General Meeting of shareholders for resolution;18.3.6.
    
    increasing the charter capital of the Company by issuing additional shares within
the limits of the number and classes (types) of declared shares at the
 Page
    
    24




---



##### 



expense of the property of the Company, when additional shares are distributed
among shareholders;18.3.7.
    
    increasing the charter capital of the Company by issuing additional common shares
within the limit of declared shares of this class (type) by open subscription in the
amount equal to 25 or less percent of placed common shares of the Company;18.3.8.
    
    increasing the charter capital of the Company by issuing additional preferred
shares within the limit of declared shares of this class (type) by open subscription;18.3.9.
    
    placement of securities convertible to common shares by open subscription in the
amount equal to 25 or less percent of placed common shares of the Company;18.3.10.
    
    issuance of bonds and other securities 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 of securities in cases stipulated by the Federal Law
on Joint Stock Companies;18.3.12.
    
    acquisition of shares issued by the Company in compliance with paragraph 2 of
article 72 of the Federal Law on Joint Stock Companies;18.3.13.
    
    acquisition of bonds and other securities issued by the Company in cases
stipulated by the Federal Law on Joint Stock Companies;18.3.14.
    
    approval of the report on the outcome of the acquisition of shares acquired in
compliance with paragraph 1 of article 72 of the Federal Law on Joint Stock
Companies;18.3.15.
    
    establishment of the sole executive body of the Company and termination of his
authority before the expiration of the term of office thereof, approval of the terms
and conditions of the agreement made with the sole executive body, including
remuneration and other payments, determination of the person authorized to sign the
agreement on behalf of the Company with the sole executive body. Appointment of a
person acting as the Companys temporary sole executive body while the Companys
permanent sole executive body is absent, and termination of authority of such a
person.18.3.16.
    
    recommendations with respect to the remunerations and compensations paid to
members of the audit commission and determination of the amount of payment for the
services of the auditor;18.3.17.
    
    recommendations to the General Meeting of shareholders with respect to the amount
of dividend on shares and the procedure of payment thereof;18.3.18.
    
    use of the reserve and other funds of the Company;18.3.19.
    
    approval of internal documents of the Company, except for the internal documents
regulating activities of the bodies of the Company approved by a resolution of the
General Meeting, and other internal documents of the Company, the approval of which
is referred to the competence of the sole executive body of the Company by the
Charter, introduction of amendments and additions to such documents;18.3.20.
    
    establishment and liquidation of subsidiaries, opening and liquidation of
representative offices, approval of regulations on subsidiaries and representative
offices, introduction of amendments and addenda thereto, appointment of heads of
subsidiaries and representative offices and termination of authority thereof;18.3.21.
    
    introduction of amendments to the Charter of the Company related to the
establishment of subsidiaries, the opening of representative offices and liquidation
thereof;
 Page
    
    25




---



##### 



18.3.22.
    
    passing resolutions on the approval of major transactions related to the
acquisition and disposal of property by the Company, in cases stipulated by chapter X
of the Federal Law on Joint Stock Companies;18.3.23.
    
    passing resolutions on the approval of transactions stipulated by chapter XI of
the Federal Law on Joint Stock Companies;18.3.24.
    
    approval of resolutions on the issuance (additional issuance) of securities, the
prospectus of securities issuance, reports on the outcome of securities issuance
(additional issuance), introduction of amendments and additions therein;18.3.25.
    
    approval of the registrar of the Company and terms and conditions of agreement
therewith, as well as termination of agreement therewith;18.3.26.
    
    passing resolutions on the disposal of the placed shares of the Company owned by
the Company;18.3.27.
    
    approval of the report on the outcome of the acquisition of shares of the Company
for the purposes of cancellation thereof;18.3.28.
    
    recommendations to the General Meeting of shareholders with respect to the
procedure of distributing profits and losses of the Company based on the results of a
fiscal year;18.3.29.
    
    preliminary approval of annual reports of the Company;18.3.30.
    
    passing resolutions on the Companys participation in and withdrawal from any
other organizations (save for any organizations specified in subparagraph 17.3.25 of
this Charter);18.3.31.
    
    approval of the procedures of internal control over financial and business
operations of the Company;18.3.32.
    
    control over the establishment of the system of risk management;18.3.33.
    
    passing resolutions on suspending powers of a managing organization or a manager
and on formation of a provisional sole executive body of the Company;18.3.34.
    
    determining the composition of the collegial executive authority (the Management
Board), electing members of the collegial executive authority (the Management Board)
of the Company and early termination of their authorities; and18.3.35.
    
    other matters stipulated by the Federal Law on Joint Stock Companies and this
Charter, and the internal documents of the Company.Matters referred to the competence of the Board of Directors of the Company
cannot be passed to the executive bodies of the Company for resolution.
 18.4.
    
    Members of the Board of Directors of the Company shall be elected by the General Meeting of
shareholders of the Company by cumulative voting for a period until a subsequent annual
General Meeting of shareholders. A resolution of the General Meeting of shareholders on the
termination of their authority before the expiration of the term may be passed only with
respect to all members of the Board of Directors. In the event of termination of the authority
of the Board of Directors before the expiration of the term thereof, the authority of the
newly elected Board of Directors shall remain in force until the election (re-election) of a
new composition of the Board of Directors by the closest General Meeting of shareholders.18.5.
    
    In the event of cumulative voting, the number of votes of each shareholder shall be
multiplied by the number of persons to be elected to the Board of Directors of the Company,
and a shareholder shall be entitled to give votes thus obtained to one candidate or distribute
them between two or more candidates.18.6.
    
    The term of office of the Board of Directors shall be counted from the moment they are
elected by the annual General Meeting of shareholders until the moment a new composition of
the Board of Directors of the Company is elected by the next annual
 Page
    
    26




---



##### 



General Meeting of shareholders. Persons elected to the Board of Directors of the Company
may be reelected an indefinite number of times.18.7.
    
    In the event the number of members of the Board of Directors becomes less than 5 (five), the
Board of Directors shall undertake to convene an extraordinary General Meeting of shareholders
to elect a new Board of Directors. The remaining members of the Board of Directors shall be
entitled to pass resolutions only on the convocation of such extraordinary General Meeting of
shareholders.18.8.
    
    The Chairman of the Board of Directors of the Company shall be elected by members of the
Board of Directors of the Company from their number by a majority of the total number of
members of the Board of Directors of the Company.18.9.
    
    The person performing the functions of the sole executive body cannot simultaneously be
Chairman of the Board of Directors of the Company. The number of members of the collegial
executive authority (the Management Board) of the Company may not amount to more than one
fourth of the total number of members of the Board of Directors of the Company.18.10.
    
    The Board of Directors of the Company shall be entitled to reelect its Chairman at any time
by a majority of the total number of members of the Board of Directors of the Company.18.11.
    
    The Chairman of the Board of Directors of the Company shall organize the work thereof,
convene meetings of the Board of Directors of the Company and chair them, organize the keeping
of minutes of such meetings, chair the General Meeting of shareholders.18.12.
    
    For purposes of improving the effectiveness and quality of the work of the Board of
Directors in respect of preliminary consideration of the most important issues under the terms
of reference of the Board of Directors permanently standing or temporary (ad hoc) Committees
(Subcommittees) may be formed. Procedures for the formation and operation of such committees
will be defined by bylaws approved by the Board of Directors.18.13.
    
    In the absence of the Chairman of the Board of Directors of the Company one of the members
of the Board of Directors of the Company shall perform his functions upon resolution of the
Board of Directors of the Company.18.14.
    
    A meeting of the Board of Directors of the Company shall be convened by the Chairman of the
Board of Directors of the Company upon his initiative, upon request of a member of 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 a meeting of the Companys Board of Directors is the attendance of at least
five of its members, including at least one independent director.A quorum for a meeting of the Companys Board of Directors 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 of reorganization or liquidation of the Company to the general
shareholders meeting, is the attendance of at least three-quarters of the elected members
of the Board of Directors, including at least one-third of its elected independent
directors.18.16.
    
    Resolutions of a meeting of the Board of Directors of the Company shall be passed by a
majority of the votes of those present, unless otherwise provided by the Federal Law on Joint
Stock Companies, this Charter of the Company or internal documents thereof. In resolving
issues at a meeting of the Board of Directors each member of the Board of Directors of the
Company shall have one vote.18.17.
    
    A member of the Board of Directors shall not be allowed to transfer his right to vote to
another person, including another member of the Board of Directors.18.18.
    
    In the event of equal votes in passing resolutions at the meetings of the Board of Directors
of the Company, the Chairman of the Board of Directors shall have a casting
 Page
    
    27




---



##### 



vote.18.19.
    
    Minutes shall be kept at meetings of the Board of Directors. The minutes of a meeting of the
Board of Directors shall be prepared not later than 3 (three) days after the meeting. The
minutes of a meeting shall contain: the place and time of the meeting, persons attending the
meeting; matters put to the vote and the outcome of the voting; resolutions passed. The
minutes of a meeting of the Board of Directors of the Company shall be signed by the Chairman
of the meeting, who is responsible for the correctness of the minutes.18.20.
    
    Meetings of the Board 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 a
meeting.18.21.
    
    When a meeting of the Board of Directors is held in the form of a meeting, written opinions
of absent members of the Board of Directors shall be taken into account.18.22.
    
    Other matters related to the convocation and conduct of meetings of the Board of Directors
may be determined by the internal documents of the Company.18.23.
    
    Members of the Board of Directors shall disclose information on their holding of the Company
securities and on sale and/or purchase of the Company securities.
 Article 19. EXECUTIVE BODIES OF THE COMPANY
 19.1.
    
    Current operations of the Company shall be managed by the collegial executive authority
(the Management Board) of the Company and the sole executive authority (the Chief Executive
Officer) of the Company.19.2.
    
    Executive authorities are accountable to the Board of Directors of the Company and General
Shareholders Meeting.19.3.
    
    All matters of managing current operations of the Company, except for the matters referred
to the competence of the General Meeting of shareholders or the Board of Directors of the
Company shall refer to the competence of executive authorities of the Company. Executive
authorities of the Company shall organize the implementation of resolutions of the General
Meeting of shareholders and the Board of Directors of the Company.19.4.
    
    The Chief Executive Officer shall be the chairman of the Management Board of the Company.
The Chief Executive Officer of the Company shall act on behalf of the Company without a power
of attorney, including the following:
 
    
    perform routine management of the Company operations;
    
    have the right of the first signature under financial documents;
    
    manage the property of the Company to ensure current operations
thereof within the limits established by this Charter and the current law of
Russia within the scope of his/her terms of reference;
    
    represent the interests of the Company both in the Russian
Federation and abroad;
    
    approve staff, make labor contracts with employees of the Company,
reward employees and impose penalties thereon;
    
    enter into transactions on behalf of the Company within the scope
of his/her terms of reference;
    
    issue powers of attorney on behalf of the Company;
    
    open and close bank accounts of the Company;
    
    organize accounting and reporting in the Company;
    
    issue orders and give instructions obligatory for all employees of
the Company;
    
    organize the implementation of resolutions of the General Meeting
of shareholders and the Board of Directors of the Company;
    
    perform other functions necessary to achieve the aims of the
Company and to
 Page
    
    28




---



##### 



provide normal work thereof, in compliance with the current law and the Charter
of the Company, except for the functions laid upon other management bodies of the
Company by the Federal Law on Joint Stock Companies and the Charter of the
Company.
 19.5.
    
    The General Director shall be appointed by the Board of Directors for a period of one year.19.6.
    
    A person, who is a participant, an official or another employee of a legal entity competing
with the Company, shall not be appointed to the position of the General Director.19.7.
    
    The authority of the General Director may be terminated before the expiration of the term of
office thereof by a resolution of the Board of Directors for the following reasons:
 
    
    failure to observe the requirements of the Charter of the Company,
resolutions of the General Meeting of shareholders and the Board of Directors,
internal documents of the Company;
    
    in cases stipulated by the agreement made therewith;
    
    in other cases stipulated by the current law.
 In the event of termination of the authority of the General Director before the
expiration of the term of office thereof, the Board of Directors shall appoint a new
General Director.19.8.
    
    The General Director and members of the Management Board shall not be entitled to carry out
any other activity in addition to the management of current operations of the Company, except
for the membership of the General Director, upon consent of the Board of Directors, in
executive authorities of other legal entities, if it is necessary for the interests of the
Company.19.9.
    
    Other rights and responsibilities of the General Director of the Company shall be determined
by the Federal Law on Joint Stock Companies, other regulatory and legislative acts of the
Russian Federation, internal documents of the Company and the agreement made between the
Company and the General Director.19.10.
    
    Upon resolution of the General Meeting of shareholders, the authority of the sole executive
body may be laid on a commercial organization (a managing organization) or an individual
entrepreneur (manager) on a contractual basis. In the event the authority of the sole
executive body has been laid on a managing organization or a manager, the Company shall accrue
the civil rights and assume the civil obligations through such managing organization or
manager in accordance with Article 53, clause 1, paragraph 1, of the Russian Federation Civil
Code.19.11.
    
    A resolution on transferring the authority of the sole executive body of the Company to a
managing organization or a manager shall be passed by the General Meeting of shareholders only
upon recommendation of the Board of Directors of the Company.19.12.
    
    The Management Board of the Company shall act on the basis of this Charter and a bylaw to be
approved by General Meeting of shareholders, which shall define terms and procedure for
convening and conducting meetings thereof, procedure for making decisions, and other matters
of organizing activities of the Management Board.The following matters shall pertain to the competence of the Management Board of the
Company:
 -
    
    development of perspective plans for implementation of priority lines in the
Companys activities and proposals on the Companys development strategy, and
submitting thereof for consideration by the Board of Directors;-
    
    development and implementation of the Companys current business policy in the
main lines of the Companys activities: investment and innovative
activities, economy and finance, human resources and social programs;
 Page
    
    29




---



##### 



-
    
    development and review of reports on implementation of the
Companys investment projects of the value exceeding US$30.0 million and submitting
thereof to the Board of Directors;-
    
    development and review of the Companys investment projects of the value exceeding
US$50.0 million and submitting thereof to the Board of Directors;-
    
    submission to the Board of Directors of proposals on placement
of bonds by the Company and on acquisition of placed bonds
by the Company, on participation (foundation, increase of participation
share) and cessation of participation (decrease of participation share) of the
Company in other organizations;-
    
    approval of annual and perspective investment programs of the Company;-
    
    approval of policies, which are not in the competence of the Board of Directors,
and amending thereof;-
    
    approval of the Companys document determining a form, structure, and content of
the Companys annual report;-
    
    making decisions on approving a transaction, which the Company makes and which is
connected with alienation (possible alienation) of the Companys non-current assets
of the value amounting to 10%  25% of the book value of the Companys assets as
determined on a date of making a decision to approve such transaction;-
    
    making decisions on the Companys exercising its powers of shareholders
(participant) in other organizations during voting at meetings of
shareholders/participants and nominating candidates to boards of directors, audit
commissions, and positions of sole executive bodies thereof;-
    
    establishment of a wage system and development of an incentive system for the
Company employees;-
    
    appointment of the Management Board secretary and termination of powers thereof;-
    
    consideration of annual and quarterly financial plans and reports (documents and
any other information) on activities of the Company and organizations being
affiliated in relation to the Company, the list of which organizations has been
approved by the Company Management Board (hereinafter, the Subsidiaries);-
    
    determining position of the Company (representatives of the Company) on maters on
agenda for general shareholders meetings and meetings of the boards of directors of
the Subsidiaries;-
    
    resolution of other matters connected with current operations of the Company,
which are submitted by the Chairman of the Management Board, Board of Directors, or a
shareholder owning at least 20 percent of the voting shares of the Company for
consideration by the Management Board;-
    
    giving recommendations to the management bodies of the Subsidiaries on the matters
as follows:
 
    
    development and implementation of general strategy of the
Subsidiaries development, including arrangement of production and technological,
financial, pricing, marketing, investment, social, and human resources policies,
and coordination of activities of the Subsidiaries;
    
    development, approval, and control of implementation of annual
(quarterly) programs of production and product shipment, financial indicators,
budgets, investment and other programs of the Subsidiaries;
    
    approval and control of implementation of revenue and expenditure
budgets (REBs), profit and loss accounts, and cash flow budgets (CFBs) of the
Subsidiaries;
    
    analysis and generalization of results of the Subsidiaries work
and
 Page
    
    30




---



##### 



development of recommendations on improvement of the Subsidiaries work;
    
    preparation of proposals on main parameters and terms of issue of
equity securities and dividend policy;
    
    development of a bonus system for the Subsidiaries employees;
    
    approval of main parameters of the Subsidiaries organizational
structures;
    
    participation (foundation, increase of participation share) and
cessation of participation (decrease of participation share) of the Subsidiaries
in other organizations and reorganization of the Subsidiaries;
    
    approval of a transaction, which a Subsidiary makes and which is
connected with alienation (possible alienation) of such Subsidiarys non-current
assets of the value amounting to 20%  25% of the book value of the Subsidiarys
assets as determined on a date of making a decision to approve such transaction;
and
    
    preparation of proposals on any other matters of the Subsidiaries
financial and business activities.
 19.13.
    
    The composition of the collegial executive authority (the Management Board) shall be
determined by the Board of Directors.The quorum for a meeting of the collegial executive authority of the Company (the
Management Board) shall amount to not less than a half of the number of persons elected to
the collegial executive authority of the Company (the Management Board).19.14.
    
    Meetings of the collegial executive authority (the Management Board) of the Company shall be
arranged by the chairman of the Management Board of the Company who shall sign any documents
approved by the Management Board of the Company. Meetings of the Management Board of the
Company shall be minuted. Minutes of meetings of the Management Board of the Company shall be
provided on request to members of the Board of Directors of the Company, members of the Audit
Commission of the Company and the Auditor of the Company.19.15.
    
    Voting rights of a member of the collegial executive authority of the Company (the
Management Board) may not be assigned to another person, including another member of the
collegial executive authority of the Company (the Management Board).19.16.
    
    Members of the Management Board shall be elected for an indefinite period. Authorities of
any member (all members) of the Management Board may be terminated early by the Board of
Directors of the Company at its own request, at the request of the chairman of the Management
Board of the Company or at the request of a member of the Management Board. Authorities of a
member of the Management Board shall be deemed terminated from the date determined by the
resolution of the Board of Directors of the Company or, otherwise, from the date of the
resolution of the Board of Directors.19.17.
    
    The General Director and members of the Management Board of the Company shall disclose
information on holding of the Company securities and on sale and/or purchase of the Company
securities.
 Article 20. RESPONSIBILITY OF MEMBERS OF
THE BOARD OF DIRECTORS, MEMBERS OF THE MANAGEMENT BOARD AND THE
GENERAL DIRECTOR OF THE COMPANY
 20.1.
    
    In exercising their rights and discharging obligations the members of the Board of
Directors of the Company, the members of the collegial executive authority (the Management
Board) and the sole executive authority (the Chief Executive Officer) of the Company shall act
in the interests of the Company, they shall exercise their rights and discharge obligations in
good faith and reasonably.20.2.
    
    The members of the Board of Directors, the members of the collegial executive authority (the
Management Board) and the sole executive authority (the Chief Executive
 Page
    
    31




---



##### 



Officer) of the Company shall be liable to the Company for losses inflicted on the Company
by their guilty actions (omissions), unless other grounds and amount of liability are
provided by Federal Laws. The members of the Board of Directors who voted against the
resolution that entailed losses to the Company or did not participate in such voting shall
not be liable.20.3.
    
    In determining the grounds and the amount of liability of the members of the Board of
Directors, the members of the collegial executive authority (the Management Board) and the
sole executive body (the Chief Executive Officer) of the Company, normal business conditions
and other circumstances important for the case shall be taken into account.20.4.
    
    In the event several persons are liable in compliance with the provisions of this article,
they shall have joint liability.20.5.
    
    The Company or a shareholder (shareholders) owning on aggregate at least 1 percent of placed
common shares of the Company shall be entitled to sue a member of the Board of Directors, a
member of the collegial executive authority (the Management Board) or the sole executive body
(the Chief Executive Officer) of the Company in a court of law in order to recover damages
inflicted on the Company in the case stipulated by paragraph 20.2.
 Article 21. ACQUISITION AND REACQUISITION OF PLACED SHARES BY THE COMPANY
 21.1.
    
    The Company shall be entitled to acquire placed shares of the Company upon resolution of
the General Meeting of shareholders on the reduction of the charter capital of the Company by
purchasing a portion of shares for the purpose of reducing the total number thereof.21.2.
    
    The shares acquired by the Company on the basis of a resolution of the General Meeting of
shareholders on the reduction of the charter capital of the Company by purchasing a portion of
 shares for the purpose of reducing the total number thereof shall be cancelled upon the
purchase thereof.21.3.
    
    The Company shall be entitled to acquire placed shares upon
resolution of the Board of Directors in compliance with paragraph 2 of article 72 of the Federal Law on Joint Stock
Companies.21.4.
    
    Shares acquired by the Company in compliance with paragraph 2 of article 72 of the Federal
Law on Joint Stock Companies shall not attach a voting right, shall not be taken into account
when counting votes, and dividend shall not be paid on them. Such shares shall be sold at the
price not lower than their market price not later than one year after the date of acquisition
thereof. Otherwise the General Meeting of shareholders shall pass a resolution on the
reduction of the charter capital of the Company by canceling such shares.21.5.
    
    Payment for the shares acquired by the Company may be made in cash, securities, other
property, as well as property related or other rights having a monetary valuation.21.6.
    
    In taking a decision to acquire placed shares of the Company, the Company shall be guided by
restrictions established by Federal Laws.21.7.
    
    Holders of voting shares shall be entitled to demand that the Company buy all or a portion
of their shares in the following cases:
 21.7.1
    
    in case of reorganization of the Company or in case of a major transaction, which
must be approved by a resolution of the General Meeting of shareholders in compliance
with paragraph 3 or article 79 of the Federal Law on Joint Stock Companies, if they
voted against the resolution on reorganization or approval of such transaction, or
did not participate in the
 Page
    
    32




---



##### 



voting of these matters;
 21.7.2
    
    in case of introduction of amendments and addenda to the Charter of the Company and
approval of a new version of the Charter of the Company, which limit their rights, if
they voted against a corresponding resolution or did not participate in the voting.
 21.8.
    
    The list of shareholders entitled to demand that the Company buy shares owned by them shall
be made on the basis of the information from the register of shareholders of the Company on
the date of compiling a list of parties entitled to participate in the General Meeting of
shareholders, the agenda of which includes matters, the voting of which may entail the
occurrence of the rights to demand the reacquisition of shares in compliance with the FL on
Joint Stock Companies.21.9.
    
    The shares of the Company shall be reacquired at the price determined by the Board of
Directors of the Company, but not lower than the market value, which shall be determined by an
independent valuator without taking into account the changes thereof caused by the actions of
the Company that entailed the occurrence of the right to demand the valuation and acquisition
of shares.
 Article 22. MAJOR TRANSACTIONS
 22.2.
    
    Major transactions shall be:
 22.1.1.
    
    a transaction (including a loan, a credit, a security, a surety) or several
interconnected transactions connected with the purchase, disposal or the possibility
of disposal by the Company, directly or indirectly, of property, the value of which
is 25 and more percent of the balance sheet value of the Companys assets, determined
on the basis of the accounting data as of the last reporting date, except for
transactions entered into as a result of normal business activity of the
Company, transactions connected with the placement by subscription (sale) of
common shares of the Company and transactions connected with the issuance of
securities convertible to common shares of the Company;22.1.2.
    
    a transaction connected with the sale of an equity stake in a branch of the
Company, as a result of which the Company loses the controlling interest in the
charter capital thereof.
 22.3.
    
    In order for the Board of Directors of the Company and the General Meeting of shareholders
to pass a resolution on the approval of a major transaction stipulated by paragraph 22.1 of
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 of the Federal Law on Joint
Stock Companies. The Board of Directors shall be entitled to invite an independent valuator to
determine such price.22.4.
    
    A resolution on the approval of a major transaction stipulated by paragraph 22.1.1 of this
Charter, the subject of which is property, the value of which is between 25 and 50 percent of
the balance sheet value of the Companys assets, as well as a transaction stipulated by
paragraph 22.1.2 of this Charter shall be passed by all members of the Board of Directors
unanimously, with the votes of retired members of the Board of Directors not taken into
account.In the event the unanimity of the Board of Directors of the Company on the matter of
approving a major transaction has not been reached, the Board of Directors may submit the
matter of approving such major transaction to the General Meeting of shareholders for
resolution. In this case a resolution on the approval of a major transaction shall be
passed by the General Meeting of shareholders by a majority of the votes of holders of the
voting shares, who participated in the General Meeting of shareholders.22.4.
    
    A resolution on the approval of a major transaction stipulated by paragraph 22.1 of this
 Page
    
    33




---



##### 



Charter, the subject of which is property, the value of which is more than 50 percent of
the balance sheet value of the Companys assets, shall be passed by the General Meeting of
shareholders by a three quarter majority of the votes of holders of the voting shares, who
participated in the General Meeting of shareholders.22.5.
    
    A resolution on the approval of a major transaction shall state the person (persons) that
are parties thereto, beneficiary (beneficiaries), the price, the subject of the transaction
and other significant conditions thereof.22.6.
    
    In the event a major transaction is simultaneously an interested party transaction, only
provisions of article 23 of this Charter shall apply to the procedure of executing it.
 Article 23. INTERESTED PARTY TRANSACTIONS
 23.1.
    
    Transactions (including a loan, a credit, a security, a surety), in which there is an
interest on the part of a member of the Board of Directors, a member of the collegial
executive authority (the Management Board), the person performing the functions of the sole
executive body of the Company, a shareholder of the Company owning together with affiliated
persons at least 20 percent of the voting shares of the Company, as well as a person entitled
to give the Company obligatory instructions shall be executed by the Company in compliance
with the current law.Such persons shall be deemed interested in the Company executing a transaction if they,
their spouses, parents, children, brothers and sisters, half brothers and half-sisters,
adoptive parents and adopted children and (or) their affiliated persons:
 23.1.1
    
    are a party to, a beneficiary of, an intermediary or a representative in a
transaction;23.1.2
    
    own (severally or on aggregate) 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 a transaction;23.1.3
    
    hold positions in the 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
the management bodies of the managing organization of such legal entity.
 23.2.
    
    Provisions of this article shall not apply:
 23.2.1
    
    to companies that have one shareholder who simultaneously performs the functions of
the sole executive body;23.2.2
    
    to transactions, in which all shareholders of the Company are interested;23.2.3
    
    in cases of exercising the preemptive right to purchase shares issued by the
Company and securities convertible into shares;23.2.4
    
    when the Company acquires and re-acquires placed shares;23.2.5
    
    in case of reorganization of the Company in the form of a merger (accession) of
companies.
 23.3.
    
    Persons mentioned in paragraph 23.1 of this Charter shall undertake to inform the Board of
Directors, the audit commission and the auditor of the Company of the following:
 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 known to them that are being executed or planned, in which they may be
recognized as interested parties.
 23.4.
    
    In the event the requirements to the procedure of entering into interested party
transactions are not met, the interested party shall be liable to the Company to the extent of
the losses caused to the Company thereby. In the event several persons are liable to the
Company, they shall be jointly liable.
 Page
    
    34




---



##### 



Article 24. CONTROL OVER FINANCIAL AND BUSINESS OPERATIONS OF THE COMPANY
 24.1.
    
    The audit commission shall exercise control over financial and business operations of
the Company.24.2.
    
    The audit commission shall be elected at the General Meeting of shareholders for a period of
1 (one) year and shall consist of 3 (three) persons. Shares owned by members of the Board of
Directors of the Company or persons holding positions in the management bodies of the Company
shall not participate in the voting, when members of the audit commission are elected.24.3.
    
    The term of office of the audit commission shall be counted from the moment it is elected by
the annual General Meeting of shareholders to the moment the audit commission is elected
(re-elected) by the next annual General Meeting of shareholders.24.4.
    
    The authority of separate members or the whole audit commission may be terminated before the
expiration of the term of office thereof by a resolution of the General Meeting of
shareholders on the grounds and in compliance with the procedure stipulated by internal
documents of the Company.24.5.
    
    In the event the number of members of the audit commission becomes less than half the
membership thereof stipulated by the Charter of the Company, the Board of Directors of the
Company shall convene an extraordinary General Meeting of shareholders to elect a new Audit
Commission. The remaining members of the Audit Commission shall continue to perform their
functions until a new Audit Commission is elected by the extraordinary General Meeting of
shareholders.24.6.
    
    In the event the authority of the Audit Commission is terminated before the expiration of
the term of office thereof, the authority of the new Audit Commission shall remain in force
until the moment an audit commission is elected (re-elected) by the next annual General
Meeting of shareholders.24.7.
    
    Both a shareholder and any person proposed by a shareholder may become a member of the Audit
Commission. Members of the Audit Commission of the Company cannot simultaneously be members of
the Board of Directors of the Company, members of the collegial executive authority (the
Management Board), the sole executive body (the Chief Executive Officer) or members of the
liquidation commission of the Company.24.8.
    
    The Audit Commission shall elect the chairman and the secretary from their numbers.24.9.
    
    Examination (audit) of financial and business operations of the Company shall be carried out
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
also at any time on the initiative or in compliance with the resolution:
 24.10.1.
    
    of the Audit Commission of the Company itself;24.10.2.
    
    of the General Meeting of shareholders;24.10.3.
    
    of the Board of Directors of the Company;24.10.4.
    
    upon request of a shareholder (shareholders) of the Company owning on aggregate
at least 10 (ten) percent of the voting shares of the Company.
 24.11.
    
    Upon request of the Audit Commission of the Company persons holding positions in
the management bodies of the Company shall undertake to make available documents pertaining to
financial and business operations of the Company.24.12.
    
    The Audit Commission of the Company shall be entitled to request the convocation of the
General Meeting of shareholders in compliance with the procedure stipulated by the Charter of
the Company.24.13.
    
    On the basis of the results of examining financial and business operations of the
 Page
    
    35




---



##### 



Company the audit commission of the Company shall write opinions, which shall contain the
following:24.13.1.
    
    confirmation of the reliability of the data contained in reports and other
financial documents of the Company;24.13.2.
    
    information on established cases of violations of accounting and reporting
procedures stipulated by legislative acts of the Russian Federation, and violations
of legislative acts of the Russian Federation in conducting financial and business
operations.
 24.14.
    
    Amounts of remuneration and compensation of expenses connected with the execution of the
functions of members of the audit commission shall be determined by a resolution of the
General Meeting of shareholders of the Company.24.15.
    
    Activities of the Audit Commission with respect to other matters not stipulated by this
Charter may be determined by internal documents of the Company.24.16.
    
    The auditor (a citizen or an audit organization) of the Company shall examine financial and
business operations of the Company in compliance with legislative acts of the Russian
Federation and on the basis of the agreement concluded therewith.24.17.
    
    The General Meeting of shareholders shall approve the auditor of the Company. The Board of
Directors shall determine the amount of remuneration for the services thereof.24.18.
    
    On the basis of the results of examining financial and business operations of the Company
the auditor of the Company shall write an opinion, which shall contain the following:
 24.18.1.
    
    confirmation of the reliability of the data contained in reports and other
financial documents of the Company;24.18.2.
    
    information on established cases of violations of accounting and reporting
procedures stipulated by legislative acts of the Russian Federation, and violations
of legislative acts of the Russian Federation in conducting financial and business
operations.
 24.19.
    
    The internal audit of the Company shall be carried out by the Audit Commission and
coordinated by the Audit Committee.
 Article 25. ACCOUNTING AND REPORTING, DOCUMENTS OF THE COMPANY. INFORMATION ABOUT THE COMPANY
 25.1.
    
    The Company shall conduct accounting and submit financial reports in compliance with the
procedure established by the legislation of the Russian Federation.25.2.
    
    The fiscal year of the Company shall be from January 1 till December 31. The first fiscal
year (the year of foundation) shall be from the moment of state registration till December 31.25.3.
    
    The responsibility for the organization, condition and reliability of accounting in the
Company, timely filing of the annual report and other financial reports with corresponding
bodies, information about operations of the Company provided to shareholders, creditors and
the mass media shall be borne by the General Director of the Company in compliance with the
Federal Law on Joint Stock Companies, other legislative acts of the Russian Federation and the
Charter of the Company.25.4.
    
    The reliability of the data contained in the annual report of the Company and annual
accounting reports shall be confirmed by the Audit Commission of the Company. Before the
Company publishes the annual accounting reports in the Moscovskaya Pravdanewspaper, the
Company shall undertake to invite an auditor not connected with the Company or shareholders
thereof by property interests for the annual examination and confirmation of annual financial
reports.25.5.
    
    The annual report of the Company shall be preliminarily approved by the Board of
 Page
    
    36




---



##### 



Directors at least 30 (thirty) days before the date of the annual General Meeting of
shareholders of the Company.25.6.
    
    In compliance with the requirements of the current law the Company shall keep the following
documents:
 25.6.1.
    
    the foundation agreement of the Company;25.6.2.
    
    the Charter of the Company, amendments and addenda introduced to the Charter of
the Company and registered in the established manner, resolution on the establishment
of the Company, certificate of state registration of the Company;25.6.3.
    
    documents confirming the right of the Company to the property on the balance sheet
thereof;25.6.4.
    
    internal documents of the Company;25.6.5.
    
    regulations on the affiliate 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 to be published or otherwise disclosed in compliance with the
Federal Law on Joint Stock Companies and other Federal Laws;25.6.8.
    
    accounting documents;25.6.9.
    
    accounting reporting documents;25.6.10.
    
    minutes of General Meetings of shareholders of the Company and meetings of the
Board of Directors of the Company, the collegial executive authority (the Management
Board) and the Audit Commission of the Company;25.6.11.
    
    lists of affiliated persons of the Company;25.6.12.
    
    opinions of the Audit Commission of the Company, the auditor of the Company,
state and municipal financial control bodies;25.6.13.
    
    voting ballots, as well as powers of attorney (copies of powers of attorney) for
the participation in the General Meeting of shareholders;25.6.14.
    
    reports of independent valuators;25.6.15.
    
    lists of parties entitled to participate in the General Meeting of shareholders,
entitled to receive dividends, and other lists made by the Company to ensure that
shareholders exercise their rights in compliance with the requirements of the Federal
Law on Joint Stock Companies;25.6.16.
    
    other documents stipulated by the Federal Law on Joint Stock Companies, the
Charter of the Company, internal documents of the Company, resolutions of the General
Meeting of shareholders, the Board of Directors of the Company, management bodies of
the Company, as well as documents stipulated by legislative acts of the Russian
Federation.
 25.7.
    
    Documents stated in paragraph 25.6 shall be stored at the location of the sole executive
body of the Company.25.8.
    
    The Company shall provide access of shareholders of the Company to the documents stipulated
by paragraph 25.6 of this Charter, except for accounting documents.25.9.
    
    The documents stipulated by paragraph 25.6 shall be provided by the Company within seven
days of the date a corresponding request was made on the premises of the executive body of the
Company.25.10.
    
    Shareholders (a shareholder) owning on aggregate at least 25 (twenty five) percent of the
voting shares of the Company shall have access to accounting documents and minutes of meetings
of the collegial executive authority (the Management Board). Documents of the Company shall be
made available to a shareholder of the Company for familiarization on the basis of a written
request of the shareholder of the Company at the address, where such documents are stored.25.11.
    
    Upon request of a shareholder the Company shall undertake to provide copies of the documents
stated in paragraph 25.6 for payment not exceeding costs of producing such
 Page
    
    37




---



##### 



copies, 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 be made available to
shareholders owning on aggregate at least 25 (twenty five) percent of the voting shares of
the Company.25.12.
    
    Copies shall be made available to a shareholder within a reasonable time, but at any rate
not earlier than the time necessary for making such copies.25.13.
    
    The amount of payment shall be established by the Company and cannot exceed the expenses for
making copies of documents and forwarding copies by mail or messenger.25.14.
    
    Responsibility for the organization and storage of documents of the Company shall be borne
by the sole executive body of the Company, whose orders determine the procedure of accepting,
storing and making available documents of the Company (including other documents), as well as
the responsible employees of the Company, who accept, store and make available documents of
the Company in compliance with this Charter and the current law.25.15.
    
    The Company shall disclose information in compliance with the current law and the internal
documents of the Company.The sole executive body of the Company (The Chief Executive Officer) shall be responsible
for disclosing information on the operations of the Company.
 Article 26. REORGANIZATION OF THE COMPANY
 26.1.
    
    The Company may be voluntarily reorganized upon resolution of the General Meeting of
shareholders. Other grounds and the procedure of reorganizations shall be determined by the
current law of the RF.26.2.
    
    Reorganization of 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 property of companies created as a result of reorganization shall be made up only of the
property of companies being reorganized.In case of reorganization of the Company in the form of accession of another company
thereto, the Company shall be deemed reorganized from the moment an entry is made in the
single state register of legal entities about the termination of the accessed company.26.4.
    
    Not later than 30 days after passing a resolution on reorganization of the Company, and in
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 the companies participating in such merger
or accession, the Company shall undertake to notify in written form all creditors of the
Company thereof and to publish an announcement of the resolution passed in a publication
designed for the publication of information about state registration of legal entities.Within 30 days of forwarding notifications to them or 30 days after the date of publication
of an announcement of the resolution passed, creditors of the Company shall be entitled to
demand in written form termination before the expiration of the term thereof or discharge of
corresponding obligations and recovery of damages.26.5.
    
    State registration of companies created as a result of reorganization and making entries
about the termination of reorganized companies shall be carried out, provided there is
evidence of notifying creditors in compliance with the procedure established by this
paragraph.If the dividing balance sheet or the acceptance act does not make it possible to determine
the successor of the reorganized company, legal entities created as a result of
reorganization shall be jointly liable for the obligations of the reorganized company to
creditors thereof.
 Page
    
    38




---



##### 



Article 27. LIQUIDATION OF THE COMPANY
 27.1.
    
    The Company may be liquidated voluntarily upon a resolution of the General Meeting of
shareholders or upon a court ruling in cases and in compliance with the procedure stipulated
by the current law of the RF.27.2.
    
    In the event of voluntary liquidation of the Company, the Board of Directors shall refer the
issue of liquidation of the Company and appointment of the liquidation commission to the
General Meeting of shareholders for resolution.The General Meeting of shareholders shall pass a resolution on liquidation of the
Company and appointment of the liquidation commission, the membership of which shall be
equal to that of the Board of Directors determined by this Charter.The procedure of proposing candidates to the liquidation commission and the procedure
of voting shall be determined by the Regulation on the liquidation commission approved by
the General Meeting of shareholders.In the event of forced liquidation, the liquidation commission may be appointed by a
court of law that also determines the membership thereof.27.3.
    
    From the moment the liquidation commission is appointed it shall acquire all the authority
in managing operations of the Company. The liquidation commission shall represent the Company
in a court of law.The liquidation commission shall be responsible for the damages inflicted on the Company,
shareholders thereof and third parties in compliance with the norms of the civil legislation
of the RF.27.4.
    
    The liquidation commission shall place an announcement of liquidation of the Company, the
procedure and time period for making claims by creditors thereof in the organs that publish
information about registration of legal entities. The period of time for creditors to make
their claims cannot be less than two months of the date the announcement of liquidation of the
Company is published.27.5.
    
    In the event the Company does not have liabilities to creditors at the time a resolution on
liquidation of the Company is passed, the property thereof shall be distributed among
shareholders in compliance with this Charter.27.6.
    
    The liquidation commission shall take measures to identify creditors and receive accounts
receivable, and shall notify creditors in written form about liquidation of the Company.27.7.
    
    Upon expiration of the period of time, during which creditors may make claims, the
liquidation commission shall prepare an interim liquidation balance sheet, containing
information about the property of the Company, claims of creditors and results of
consideration thereof.The interim liquidation balance sheet shall be approved by the General Meeting of
shareholders.27.8.
    
    If the Company does not have enough cash to meet the claims
of creditors, the liquidation commission shall sell other property of the Company from a public auction in compliance with
the procedure established for the implementation of court rulings.27.9.
    
    The liquidation commission shall pay cash amounts to creditors in compliance with the order
of priority established by paragraph 1 of article 64 of the Civil Code of the RF, in
compliance with the interim balance sheet, starting from the date of the approval thereof,
except for creditors of the fifth order of priority, who shall be paid after the expiration of
one month after the date of the approval of the interim balance sheet.27.10.
    
    After settling accounts with creditors the liquidation commission shall prepare a
liquidation balance sheet, which shall be approved by the General Meeting of shareholders.27.11.
    
    The Companys assets left after settling with creditors shall be allocated by the
 Page
    
    39




---



##### 



liquidation commission to shareholders in the following sequence:
 27.11.1.
    
    first, payments shall be made on shares to be redeemed pursuant to this Charter;27.11.2.
    
    second, payments of dividends in arrears and liquidation value on preferred shares
as defined herein shall be made;27.11.3.
    
    third, assets shall be allocated to holders of common and preferred shares given
the liquidation value on preferred shares already paid.
 27.12.
    
    Distribution of property of each order of priority shall take place after full distribution
of property of the preceding order of priority.If the Company does not have enough property to pay declared but unpaid dividends and the
liquidation value determined by this Charter to all holders of preferred shares, the
property shall be distributed among holders of preferred shares proportional to the number
of shares owned by them.27.13.
    
    If the General Meeting of shareholders agrees, upon request of the receiver, the property
that he originally contributed as payment for shares may be returned to him as his share of
the unrestricted residual property. If the value of such property is estimated higher than the
amount to be returned, the receiver shall undertake to pay the Company the arising difference,
otherwise he shall receive only the cash amount to be returned.The property transferred to the Company by shareholders for use shall be returned in its
natural form without remuneration at the time of liquidation.27.14.
    
    Liquidation of the Company shall be deemed completed and the Company terminated from the
moment the state registration body makes a corresponding entry in the single state register of
legal entities.
 Page
    
    40