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




---



##### 



1. Paragraph 1 of Clause 11.5 of the Companys Charter shall 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, the Review 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.
 2. Clause 16.1 of the Companys Charter shall be restated to read as follows:
 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); and16.1.4
    
    the Sole Executive Body (General Director).
 3. Clause 17.4 of the Companys Charter shall 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 Charter shall 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), the Review 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.
 5.
    
    Sub-clauses 18.3.34 and 18.3.35 of Clause 18.3 of the Companys Charter shall 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 Charter shall 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 Charter shall 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 Charter shall 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, the Review Commission of 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, and shall 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 exercising its 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 for the Subsidiaries employees,b)
    
    approval of the parameters of the Subsidiaries organizational structures;c)
    
    participation (foundation, increase of participation share) and cessation of
participation (decrease of participation share) of the Subsidiaries in other entities
and reorganization of the Subsidiaries;d)
    
    approval of a 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, the Review Commission of 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 Charter shall 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 Charter shall be restated to read as follows:
 24.7.
    
    Both a shareholder and any person proposed by a shareholder may become a member of the
Review Commission. Members of the Review Commission of 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 Charter shall 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), the Review
Commission of the Company.
 15. Clause 25.10 of the Companys Charter shall 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 Charter shall 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.