Exhibit 1.1  APPROVEDBy
  the extraordinary General Meeting of Shareholders of Mechel OAOMinutes     of the
  extraordinary General Meeting of ShareholdersChairman
  of the Meeting(I.V.
  Zyuzin)Secretary
  of the meeting(O.A.
  Yakunina)   Charter  Open Joint Stock Company  Mechel  (New version)  Moscow, 2007


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


Article 1. GENERAL PROVISIONS  1.1Mechel 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 ( 208-FZ of December 26, 1995; hereinafter
called the Federal Law on Joint Stock Companies), the Federal Law on Foreign
Investments ( 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.  1.2The 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 - .  2.2.The abbreviated corporate name of the Company
in the Russian language shall be  OAO .  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-departmental, regional and other associations on
conditions that do not contradict the current law of the Russian Federation.  3


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.  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


4.4.3.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).  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  5


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.The charter capital of the
Company shall be 4,162,707,450.00 (Four
billion one hundred sixty two million seven hundred seven thousand four hundred
fifty) rubles.  7.2.The charter capital of the
Company shall consist of the nominal value of 416,270,745
(four hundred sixteen million two hundred seventy thousand seven hundred forty
five) common registered shares with the nominal value of 10 (ten) rubles each.  7.3.The number of placed shares
of the Company shall be 416,270,745
(four hundred sixteen million two hundred seventy thousand seven hundred forty
five) common 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 declared
shares that the Company is entitled to issue in addition to the placed shares shall
be 81,698,341 (eighty one million
six hundred ninety eight thousand three hundred forty one) common registered
shares with the value of 10 (ten)
rubles each. The form of issuance is 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.  6


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 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:  7


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.  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.  8


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 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.  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  9


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
  elect and be elected in the management and control bodies of the Company;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.In compliance
with the Federal Law on Joint Stock Companies and the Charter of the Company
holders of common shares of the Company shall be entitled to participate in the
General Meeting of shareholders of the Company with the right to vote on all
issues within the competence thereof, to receive dividends and to receive a
part of the property of the Company in the event of liquidation thereof.  11.5.Shareholders (a
shareholder) owning on aggregate at least 2 percent of the voting shares 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 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.  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 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;  10


11.8.2to pay for
shares in compliance with the procedure stipulated by the current law and this
Charter;  11.8.3to inform the registrar of the changes of their
names, locations and mailing addresses, bank details and other data necessary
for the register of shareholders;  11.8.4to discharge obligations with respect to the Company
undertaken in the established manner;  11.8.5to obey
resolutions of the management bodies of the Company passed within the scope of
their competence;  11.8.6to 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 pre-determined 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 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.  11


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 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 minimal charter capital, determined
in compliance with the current law of the Russian Federation, the Company shall
be obligated to pass a resolution on liquidation thereof.  13.6.The gross profit and the net profit of the Company
shall be determined in compliance with the norms of accounting for financial
and business operations of companies acting on the territory of the Russian
Federation and shall be reflected on the balance sheet of the Company. The part
of the net profit remaining after payment of taxes and other obligatory
payments, payments on interest on bonds (if such are available), replenishment
of the reserve fund and other funds of the Company shall be subject to the
distribution among shareholders.  13.7.A dividend is a part of the net profit of the
Company subject to distribution among shareholders and payable per common
and/or preferred share.  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  12


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 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.  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.  13


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 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:  14


16.1.1
  the
  General Meeting of shareholders;16.1.2
  the
  Board of Directors;16.1.3
  the
  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 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;  15


17.3.15.
  
  election
  of members of the Review 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 body 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.  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.  16


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. If the
proposed agenda of an extraordinary General Meeting of Shareholders includes
the matter of election of members of the Companys Board of Directors
(supervisory board), notice of the meeting shall be given no later than 70
(seventy) days before 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 earlier than the date of
  passing a resolution on conducting the General Meeting of shareholders and
  more than 50 (fifty) days before the date of the General Meeting of
  shareholders.17.13.2.
  
  The
  date of compiling the list of parties entitled to participate in the General
  Meeting of shareholders, if the proposed agenda of an extraordinary General
  Meeting of shareholders includes the matter of electing members of the Board
  of Directors of the Company, to be elected by cumulative voting, shall not be
  determined earlier than the date of passing a resolution on conducting the
  General Meeting of shareholders and more than 65 (sixty five) days before the
  date of 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  17


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 Review
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 Review 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 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 aresumedGeneral 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.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  18


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.  17.26.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 Review 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.  17.26.1.
  
  An
  extraordinary General Meetings of shareholders convened upon request of the Review
  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
  shall be held within 40 (forty) days after the moment of filing the request
  for the convocation of an extraordinary General Meeting of shareholders.17.26.2.
  
  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.  17.27.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 Review
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.  17.28.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.  17.29.Within five days after filing the request of the Review
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 Review 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:  17.29.1.
  
  the
  procedure of filing a request for the convocation of a meeting stipulated by
  this Charter has not been followed;  19


17.29.2.
  
  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;17.29.3.
  
  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;17.29.4.
  
  the
  matter proposed for the inclusion in the agenda does not meet the
  requirements of this Charter and legislative acts of the Russian Federation.  17.30.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.  17.31.If the Board of Directors of the Company fails to
pass a resolution on convening an extraordinary General Meeting of shareholders
or pass a resolution on the refusal to convene it within the period of time
established by the Charter of the Company for the convocation of such meeting,
an extraordinary General Meeting of shareholders may be convened by the bodies
or parties requesting such convocation. In this case expenses for the
preparation and conduct of the General Meeting of shareholders may be
reimbursed, upon resolution of the General Meeting of shareholders from the
funds of the Company.  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, 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.  17.33.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  20


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;  18.2.3is
not an affiliate of any officer (manager) of the Company or of a managing
organization of the Company;  18.2.4is 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, 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;  18.2.5is 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;  18.2.6has 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;  18.2.7is not a party to obligations of the Company
pursuant to which the director could acquire property (or receiv 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;  18.2.8is 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);  18.2.9is not a representative of the State;  18.2.10has
not been a member of the Board of Directors for more than 5 years.  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  21


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 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;  18.3.16.recommendations with respect to the remunerations
and compensations paid to members of the Review 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;  22


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; and  18.34other
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 body 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 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  23


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.  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, the following
committees will be formed to perform preliminary examination of the most
important questions within the competence of the Board of Directors:  18.12.1 
Strategy, Planning and Coordination Committee;  18.12.2 
Audit Committee;  18.12.3 
Mining Development Strategy Committee;  18.12.4 
Metallurgy Development Strategy Committee.  The
Board of Directors may create a Personnel and Compensation Committee, a
Corporate Conflict Resolution Committee, and other permanently standing or
temporary (ad hoc) committees. 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 Review
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 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  24


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 BODY OF THE
COMPANY  19.1.Current
operations of the Company shall be managed by the sole executive body of the
Company  the General Director of the Company.  19.2.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 sole executive
body of the Company. The sole executive body of the Company shall organize the
implementation of resolutions of the General Meeting of shareholders and the Board
of Directors of the Company.  19.3.The
General Director of the Company shall act on behalf of the Company without a
power of attorney, including the following:  19.3.1.
  perform
  routine management of the Company operations;19.3.2.
  have the
  right of the first signature under financial documents;19.3.3.
  manage the
  property of the Company to ensure current operations thereof within the
  limits established by this Charter and the current law of Russia;19.3.4.
  represent
  the interests of the Company both in the Russian Federation and abroad;19.3.5.
  approve
  staff, make labor contracts with employees of the Company, reward employees
  and impose penalties thereon;19.3.6.
  enter into
  transactions on behalf of the Company;19.3.7.
  issue powers
  of attorney on behalf of the Company;19.3.8.
  open and
  close bank accounts of the Company;19.3.9.
  organize
  accounting and reporting in the Company;19.3.10.
  issue orders
  and give instructions obligatory for all employees of the Company;19.3.11.
  organize the
  implementation of resolutions of the General Meeting of shareholders and the
  Board of Directors of the Company;19.3.12.
  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.  19.4.The
General Director shall be appointed by the Board of Directors for a period of
one year.  19.5.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.  The authority of the General Director shall start from the moment he is
appointed by the Board of Directors until the moment the General Director is
appointed by a meeting of the Board of Directors that takes place after one
year. If a new General Director has not been appointed for whatever reason,  25


the authority of the acting General Director shall be extended until
the moment a new General Director is appointed by the Board of Directors.  19.6.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:  19.6.1
  
  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;19.6.2
  
  in cases stipulated by the agreement made therewith;19.6.3
  
  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.  In the event of termination of the authority of the General Director
before the expiration of the term of office thereof, the authority of the newly
elected General Director shall remain in force until the appointment of the
sole executive body of the Company by the Board of Directors elected by the
next annual General Meeting of shareholders.  19.7.The
General Director 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 Company, in Boards of
Directors of other legal entities, if it is necessary for the interests of the
Company.  19.8.At
the time of foundation the Company the General Director of the Company shall be
elected by the founders of the Company at the foundation meeting of the Company
for a period of one year.  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
General Director 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 THE BOARD
OF DIRECTORS AND THE 
GENERAL DIRECTOR OF THE COMPANY  20.1.In
exercising their rights and discharging obligations the members of the Board of
Directors and the General Director 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 and the General Director 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.  26


20.3.In
determining the grounds and the amount of liability of members of the Board of
Directors and the sole executive body 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 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 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
  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.  27


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  22.1.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.  22.2.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.  22.3.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 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.  28


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, 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 Review 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.  Article 24. CONTROL OVER FINANCIAL AND
BUSINESS OPERATIONS OF THE COMPANY  24.1.The
Review Commission shall exercise control over financial and business operations
of the Company.  24.2.The
Review 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 Review Commission are elected.  24.3.The
term of office of the Review Commission shall be counted from the moment it is
elected by the annual General Meeting of shareholders to the moment the Review
Commission is elected (re-elected) by the next annual General Meeting of
shareholders.  29


24.4.The
authority of separate members or the whole Review 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 Review 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 Review Commission. The remaining members of the Review
Commission shall continue to perform their functions until a new Review
Commission is elected by the extraordinary General Meeting of shareholders.  24.6.In
the event the authority of the Review Commission is terminated before the
expiration of the term of office thereof, the authority of the new Review
Commission shall remain in force until the moment an Review 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 Review Commission. Members of the Review Commission of the Company cannot
simultaneously be members of the Board of Directors of the Company, the sole
executive body, members of the liquidation commission of the Company, or hold
any other positions in the management bodies of the Company.  24.8.The
Review 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 Review 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 Review 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
Review 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
Company the Review 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 Review Commission shall be determined by a
resolution of the General Meeting of shareholders of the Company.  24.15.Activities
of the Review 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.  30


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 Review 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 Review 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 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, meetings
  of the Board of Directors of the Company, the Review Commission of the
  Company;25.6.11.
  
  lists of affiliated persons of the Company;  31


25.6.12.
  
  opinions of the Review 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. 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 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 executive body of the Company  the General Director 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.  32


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.  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  33


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 property of the Company remaining after the
settlement of accounts with creditors shall be distributed by the liquidation
commission among shareholders in the following order of priority:  27.11.1
  
  firstly, payments shall be made for the shares that must be
  reacquired in compliance with this Charter;27.11.2
  
  secondly, declared but unpaid dividends on preferred shares and the
  nominal value of preferred shares shall be paid;27.11.3
  
  thirdly, the property of the Company shall be distributed among
  holders of common and preferred shares with account of earlier paid nominal
  value of preferred shares.  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.  34