Exhibit 1.2  APPROVEDBy the Extraordinary
  General Meeting of Shareholders of Mechel OAOMinutes of the
  Extraordinary General Meetingof Shareholders No. 2
  dated August 6, 2007.Chairman of the
  Extraordinary General Meeting of Shareholders(V. V.Proskurnya)Secretary
  of the Meeting(O. A.Yakunina)  AMENDMENTS
TO THE CHARTER OF  Mechel Open Joint Stock
Company (hereinafter
the Company)  Moscow, 2007


1.Paragraph
1 of Clause 11.5 of the Companys Chartershall be restated to read as follows:  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 collegial executive body, theReview Commissionand 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.  2.Clause
16.1 of the Companys Chartershall
be restated to read as follows:  16.1.The management bodies of the Company
shall be:  16.1.1the General Meeting of shareholders;  16.1.2the Board of Directors;  16.1.3the Collegial Executive Body
(Management Board); and  16.1.4the Sole Executive Body (General
Director).  3.Clause
17.4 of the Companys Chartershall
be restated to read as follows:  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.  4.Clause
17.32 of the Companys Chartershall
be restated to read as follows:  17.32.
  
  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), theReview Commissionof 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.  5.Sub-clauses
18.3.34 and 18.3.35 of Clause 18.3 of the Companys Chartershall be restated to read as
follows:  18.3.34.
  
  determination of the number of
  members of the collegial executive body (Management Board), election of
  members of the collegial executive body (Management Board) of the Company,
  and earlier termination of their powers; and18.3.35.
  
  other matters stipulated by the
  Federal Law on Joint Stock Companies and this Charter, and the internal
  documents of the Company.


6.The
last paragraph of Clause 18.3 of the Companys Chartershall be restated to read as follows:  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.   7.Clause
18.9 of the Companys Charter shall be amended by adding a paragraph as
follows:  Members of the collegial executive body (Management
Board) cannot comprise more than one fourth of the membership of the Board of
Directors of the Company.  8.Clause 18.12 of the
Companys Chartershall be
restated to read as follows:  18.12.
  
  For purposes of improving the
  effectiveness and quality of the work of the Board of Directors, permanent or
  provisional (for resolving certain issues) Committees (Subcommittees) can be
  formed to perform preliminary examination of the most important questions
  within the competence of the Board of Directors. Such Committees
  (Subcommittees) shall be formed on the basis of a resolution of the Board of
  Directors. Procedures for the formation and operation of the Committees shall
  be defined by the Bylaws thereon to be approved by the Board of Directors.  9.Clause 18.14 of the
Companys Chartershall be
restated to read as follows:  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 the initiative thereof, upon request of a member of the
  Board of Directors of the Company, theReview Commissionof the Company, the auditor of the
  Company or the sole executive body of the Company. 10.The name of Article 19
of the Companys Charter shall be replaced with the following: 19. EXECUTIVE BODIES, andshall be restated to read as
follows:  19.1
  
  Current operations of the Company
  shall be managed by the collegial executive body (Management Board) and the
  sole executive body (General Director) of the Company.19.2.
  
  The executive bodies are
  accountable to the Board of Directors of the Company and General Meeting of
  shareholders.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 the executive bodies of the Company.
  The executive bodies of the Company, shall organize the implementation of
  resolutions of the General Meeting of shareholders and the Board of Directors
  of the Company19.4.
  
  The General Director of the Company
  shall be the Chairman of the Management Board of the Company. The General
  Director of the Company shall be authorized to act on behalf of the Company
  in the following ways without a power of attorney:  ·perform operating 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
  his/her competence;·
  
  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 and within his/her competence;·
  
  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; and·
  
  perform
  other functions necessary to achieve the aims of the Company and to provide
  normal work thereof, in compliance with the current law and the Charter of
  the Company, except 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 Director19.7.
  
  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, and/or internal
  documents of the Company;·
  
  in cases
  stipulated by the agreement made therewith; and·
  
  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 the
  members of the Management Board shall not be entitled to carry out any other
  activity in addition to the management of the current operations of the
  Company, except for the membership of the General Director, who upon consent
  of the Board of Directors and the board of directors of other legal entities,
  may be entitled 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 at the
  General Meeting of the shareholders, which shall define the terms and the
  procedure for convening and conducting meetings thereof, the procedure for
  making decisions, and other issues related to organizing the work of the
  Management Board.The following matters shall pertain
  to the competence of the Management Board of the Company:  ·
  
  development
  and review of prospective plans for the implementation of priority lines in
  the Companys activities and proposals on the Companys development strategy,
  and submission thereof for consideration by the Board of Directors;·
  
  development
  and review of reports on the implementation of the Companys investment
  projects of a value exceeding US$30.0 million and submitting thereof to the
  Board of Directors;·
  
  development
  and review of the Companys investment projects of a 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 prospective investment programs of the Company;·
  
  approval
  of policies that are beyond the competence of the Board of Directors, and any
  amendments thereof;·
  
  approval
  of the Companys document determining the form, structure, and content of the
  Companys annual report;·
  
  making
  decisions on the approval of any transaction which is to be executed by the
  Company and that involves alienation (or possible alienation) of the
  Companys non-current assets amounting to 10% to 25% of the book value of the
  Companys assets determined as of the date of the approval of the
  transaction;·
  
  making
  decisions on the Companys exercisingits powers as shareholder (participant) in
  other entities during voting at meetings of shareholders/participants and
  nominating candidates to Boards of Directors, Review Commission, and
  as sole executive body thereof;·
  
  establishment
  of a wage system and development of an incentive system for the Company
  employees;·
  
  appointment of the secretary of the Management Board and termination
  of the powers thereof;·
  
  giving recommendations to the management bodies of the entities
  included in the list approved by the Companys Management Board (hereinafter,
  the Subsidiaries) on the matters as follows:  a)
  
  development of a bonus system forthe Subsidiaries
  employees,b)
  
  approval of the parameters of theSubsidiaries organizational structures;c)
  
  participation (foundation,
  increase of participation share) and cessation of participation (decrease of
  participation share) of theSubsidiaries in other entities and reorganization of the Subsidiaries;d)
  
  approval ofa transaction to be executed by a Subsidiary which
  involves alienation (or possible alienation) of such Subsidiarys
  non-current assets amounting to 10% to 25% of the book value of the Subsidiarys assets
  determined as of the date of the approval of the transaction;


·
  
  deciding on
  other matters related to the current operations of the Company, submitted for
  consideration to the Management Board by its Chairman, by the Board of
  Directors, or by a shareholder owning at least 20 percent of the voting
  shares of the Company.  19.13.
  
  The membership of the collegial
  executive body (Management Board) shall be determined by the Board of
  Directors.The quorum for a meeting of the
  collegial executive body (Management Board) of the Company constitutes at
  least half of the elected members thereof.19.14.
  
  The Chairman of the collegial
  executive body (Management Board) of the Company shall conduct the meetings
  thereof and sign all documents approved by the Companys Management Board.
  During a meeting of the Companys Management Board minutes of such meeting
  shall be kept. The Minutes of the Companys Management Board meetings shall
  be presented to the members of the Board of Directors of the Company, theReview Commissionof the Company, and/or the auditor
  of the Company upon their request.19.15.
  
  No member of the collegial
  executive body (Management Board) is entitled to transfer his voting rights
  to another person, including another member of the collegial executive body
  (Management Board).19.16.
  
  The members of the Management Board
  shall be elected for an indefinite period. The powers of any member (or all
  members) of the Management Board can be terminated earlier by the Board of
  Directors on its own initiative, on the initiative of the Chairman of the
  Management Board of the Company or on the initiative of a member of the
  Management Board. The powers of a member of the Management Board shall be
  deemed terminated from the date defined in the decision of the Board of
  Directors or, in the event such date is not defined, from the date when the
  Board of Directors decided on the termination of powers.19.17.
  
  The General Director and the
  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.  11.The name of Article 20
of the Companys Charter shall be replaced with the following: 20. RESPONSIBILITY OF THE MEMBERS OF THE BOARD
OF DIRECTORS, THE MEMBERS OF THE MANAGEMENT BOARD, AND THE GENERAL DIRECTOR OF
THE COMPANY,shall
be restated to read as follows:  20.1.
  
  In exercising their rights and
  fulfilling their obligations the members of the Board of Directors, the
  members of the collegial executive body (Management Board), and the General
  Director of the Company shall act in the interests of the Company, they shall
  exercise their rights and fulfill their obligations in good faith and
  prudently.20.2.
  
  The members of the Board of
  Directors, the members of the collegial executive body (Management Board),
  and the General Director of the Company shall be liable to the Company for
  losses inflicted on the Company by their guilty actions (or omissions),
  unless other grounds and amount of liability are provided by federal laws.
  The members of the Board of Directors, who voted against a resolution which
  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 members of the Board of Directors, members of the
  collegial executive body (Management Board), and the sole executive body of
  the Company (the General Director), normal business conditions and other
  circumstances important for the case shall be taken into account.


20.4.
  
  In the event several persons are
  liable under the provisions of this article, they shall be jointly liable to
  the Company.
  
  The Company or a shareholder (or
  shareholders) owning in aggregate at least 1 percent of the outstanding
  common shares of the Company shall be entitled to sue the Board of Directors
  or the sole executive body of the Company in a court of law in order to
  recover damages inflicted on the Company as provided under paragraph 20.2.  12.Paragraph 1 of Clause 23.1 of
the Companys Chartershall
be restated to read as follows:  23.1.
  
  Transactions (including a loan,
  credit, security or surety), in which there is an interest on the part of a
  member of the Board of Directors, a member of the collegial executive body
  (Management Board), the person performing the functions of the sole executive
  body of the Company, a shareholder of the Company owning together with its
  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. 13.Clause 24.7 of the Companys
Chartershall be
restated to read as follows:  24.7.
  
  Both a shareholder and any person
  proposed by a shareholder may become a member of theReview Commission. Members of theReview Commissionof the Company cannot
  simultaneously be members of the Board of Directors of the Company, members
  of the collegial executive body (Management Board), the sole executive body
  or members of the liquidation commission of the Company. 14.Sub-clause 25.6.10 of
Clause 26.5 of the Companys Chartershall
be restated to read as follows:  25.6.10
  
  minutes of General Meetings of
  shareholders of the Company, of meetings of the Board of Directors of the
  Company, the collegial executive body (Management Board), theReview Commissionof the Company. 15.Clause 25.10 of the Companys
Chartershall be
restated to read as follows:  25.10.
  
  Shareholders (a shareholder) owning
  in aggregate at least 25 (twenty-five) percent of the voting shares of the
  Company shall have access to the accounting documents and the minutes of the
  meetings of the collegial executive body (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 kept.


16.The last paragraph of
Clause 25.15 of the Companys Chartershall
be restated to read as follows:  The sole executive body of the Company (the General
Director) shall be responsible for disclosing information on the operations of
the Company.