Exhibit 1.1  APPROVED BYTHEGENERALMEETING OFSHAREHOLDERS OFMOBILETELESYSTEMSOPENJOINTSTOCKCOMPANYJUNE29, 2007, MINUTESNO.19  OPEN JOINT STOCK COMPANY
MOBILE TELESYSTEMS  COMPANY CHARTER (Rev. 6)  MOSCOW 2007


PART 1. THE COMPANY
  31.
  
  GENERAL
  PROVISIONS
  32.
  
  MISSION,
  SUBJECT AND TYPES OF COMPANY ACTIVITIES
  63.
  
  LEGAL
  STATUS OF THE COMPANY
  64.
  
  PROPERTY
  OF THE COMPANY
  75.
  
  BRANCHES
  AND REPRESENTATIVE OFFICES OF THE COMPANY
  86.
  
  DIVIDENDS
  OF THE COMPANY
  127.
  
  FUNDS
  OF THE COMPANY
  128.
  
  ACCOUNTING
  AND REPORTING IN THE COMPANY
  129.
  
  INFORMATION
  ABOUT THE COMPANY
  1310.
  
  REORGANIZATION
  AND LIQUIDATION OF THE COMPANY
  1311.
  
  CHARTER
  OF THE COMPANY
  14PART II. CHARTER CAPITAL OF THE COMPANY
  1512.
  
  CHARTER
  CAPITAL OF THE COMPANY, GENERAL PROVISIONS
  1513.
  
  INCREASE
  OF CHARTER CAPITAL OF THE COMPANY
  1514.
  
  DECREASE
  OF COMPANY CHARTER CAPITAL
  16PART III. SHARES AND OTHER EQUITY SECURITIES OF THE
  COMPANY
  1715.
  
  SHARES
  OF THE COMPANY
  1716.
  
  BONDS
  AND OTHER EQUITY SECURITIES OF THE COMPANY
  1717.
  
  CONSOLIDATION
  AND SPLITTING OF SHARES
  1818.
  
  PAYMENT
  FOR SHARES AND OTHER EQUITY SECURITIES AT THEIR PLACEMENT
  1919.
  
  ACQUISITION
  OF PLACED SHARES BY THE COMPANY
  1920.
  
  REDEMPTION
  OF COMPANY SHARES AT SHAREHOLDERS REQUEST
  20PART IV. SHAREHOLDERS OF THE COMPANY
  2021.
  
  SHAREHOLDERS
  OF THE COMPANY
  2022.
  
  SHAREHOLDER
  REGISTER OF THE COMPANY
  2023
  
  SHAREHOLDERS
  RIGHTS
  2124.
  
  SHAREHOLDERS
  OBLIGATIONS
  23PART V. REGULATORY BODIES OF THE COMPANY
  2325.
  
  THE
  STRUCTURE OF REGULATORY BODIES OF THE COMPANY
  2326.
  
  GENERAL
  MEETING OF COMPANY SHAREHOLDERS
  2327.
  
  TERMS
  OF REFERENCE OF GENERAL MEETING OF SHAREHOLDERS
  2428.
  
  PREPARATION
  AND CALLING OF GENERAL MEETING OF SHAREHOLDERS
  2929.
  
  HOLDING
  OF GENERAL MEETING OF SHAREHOLDERS
  3130.
  
  DOCUMENTS
  OF THE GENERAL MEETING OF THE COMPANYS SHAREHOLDERS
  3531.
  
  BOARD
  OF DIRECTORS OF THE COMPANY
  3532.
  
  TERMS
  OF REFERENCE OF BOARD OF DIRECTORS OF THE COMPANY
  3633.
  
  MEETINGS
  OF BOARD OF DIRECTORS OF THE COMPANY
  4134.
  
  EXECUTIVE
  BODIES OF THE COMPANY
  4335.
  
  MANAGEMENT
  OF THE COMPANY
  4336.
  
  PRESIDENT
  OF THE COMPANY
  45PART VI. CONTROL OF FINANCIAL AND ECONOMIC ACTIVITIES
  OF THE COMPANY
  4637.
  
  AUDITOR
  OF THE COMPANY
  4638.
  
  AUDIT
  COMMISSION OF THE COMPANY
  47  2


PART 1. THE COMPANY  1. General Provisions  1.1Mobile
TeleSystems Open Joint Stock Company (hereinafter the Company) was registered
with the State Registration Chamber at the Russian Federations Ministry of
Justice on March 1, 2000 under registration number of R-7882.16.  1.2On
September 2, 2002, an entry was made into the Consolidated State Register
of Legal Entities, to include the Company as an entity registered prior to July 1,
2002, and having Primary state registration number of 1027700149124.  1.3The
Company was established and acts in accordance with the Civil Code of the
Russian Federation, the Federal Law On Joint Stock Companies, other normative
legal acts of the Russian Federation and with this Charter.  1.4A full trade name of the Company in the
Russian language shall be:  1.5   A short
trade name of the Company in the Russian language shall be:  1.6A
full trade name of the Company in the English language shall be: Mobile TeleSystems Open Joint Stock Company.  1.7An
abbreviated trade name of the Company in the English language shall be: MTS OJSC.  1.8The
location of the Company shall be: 4
Marksistskaya St., Moscow 109147, Russian Federation.  1.9The
duration of the Company shall be unlimited.  1.10Information
about Companys reorganizations and legal successions:  (1)The
Company was established by way of reorganization in form of a merger of Mobile
TeleSystems Closed Joint Stock Company (registered on October 28, 1993
with the Moscow Registration Chamber, under the number of 027.941, and, on September 21,
1994, with the State Registration Chamber, under the registration number of
R-3566.16) and of Russian Telephone Company Closed Joint Stock Company
(registered on July 21, 1995 with the Moscow Registration Chamber, under
the registration number of 634.535, and, on August 19, 1996, with the
State Registration Chamber under the registration number of R-6068.16).  (2)The
Company is a legal successor of the Mobile TeleSystems Closed Joint Stock
Company and the Russian Telephone Company Closed Joint Stock Company with
respect to all rights and obligations.  (3)The
Company is a legal successor of all rights and obligations to Rosico Closed
Joint Stock Company (registered with Moscow Registration Chamber at the Moscow
Government on March 4, 1994 under the number of 005.821 and entered into
the Consolidated State Register of Legal Entities on December 18, 2002 by
the Moscow Office of the Russian Federations Ministry for Taxes and Levies
under Primary state registration number of 1027700547126), which, on June 9,
2003 was reorganized by way of merger into Mobile TeleSystems Open Joint Stock
Company.  (4)The
Company is a legal successor of all rights and obligations, to Amur Cellular
Communications Closed Joint Stock Company (registered with the Administration
of Blagoveshchensk on April 11, 1996 under the number of 189P and entered
into the Consolidated State Register of Legal Entities on August 27, 2002
by the Regional Inspectorate No. 1 for Amur Region at Russian Federations
Ministry for Taxes and Levies  3


under Primary state registration number of 1022800511810), which was
reorganized by way of merger into Mobile TeleSystems Open Joint Stock Company.  (5)   The Company is a legal
successor of all rights and obligations to Dontelecom Closed Joint Stock
Company (registered with the Administration of Rostov Region on April 14,
1994 under the number of - 1160/231
and entered into the Consolidated State Register of Legal Entities on October 25,
2002 by the Russian Ministry for Taxes and Levies Inspectorate for the
Proletarsky District of Rostov-on-Don under Primary state registration number
of 1026104143944), which was reorganized by way of merger into Mobile
TeleSystems Open Joint Stock Company.  (6)The
Company is a legal successor of all rights and obligations to Kuban-GSM Closed
Joint Stock Company (registered with the Krasnodar Registration Chamber on May 15,
1997 under number of 6948 and entered into the Consolidated State Register of
Legal Entities on July 30, 2002 by the Russian Ministry for Taxes and
Levies Inspectorate for Krasnodar under Primary state registration number of
1022301190779), which was reorganized by way of merger into Mobile TeleSystems
Open Joint Stock Company.  (7)The
Company is a legal successor of all rights and obligations of Mobile
TeleSystems-Barnaul Closed Joint Stock Company (registered by the Order of the
Administration of the Octyabrsky District of Barnaul on April 25, 2000
under number of 1287 and entered into the Consolidated State Register of Legal
Entities on September 30, 2002 by the Russian Ministry for Taxes and
Levies Inspectorate for Octyabrsky District of Barnaul, Altai Territory under
Primary state registration number of 102201506854), which was reorganized by
way of merger into Mobile TeleSystems Open Joint Stock Company.  (8)The
Company is a legal successor of all rights and obligations to Mobile TeleSystems-Nizhny
Novgorod Closed Joint Stock Company (registered with the Nizhny Novgorod
Registration Chamber on January 22, 2001 under number of 4583 and entered
into the Consolidated State Register of Legal Entities on August 14, 2002
by the Russian Ministry for Taxes and Levies Inspectorate for the Soviet
District of Nizhny Novgorod under Primary state registration number of
1025203721168), which was reorganized by way of merger into Mobile TeleSystems
Open Joint Stock Company.  (9)The
Company is a legal successor of all rights and obligations to Telecom-900
Closed Joint Stock Company (registered with the Moscow Registration Chamber on September 2,
1999 under number of 001.455.369 and entered into the Consolidated State
Register of Legal Entities on September 11, 2002 by the Russian Ministry
for Taxes and Levies Interdistrict Inspectorate No. 39 for Moscow under
primary state registration number of 1027739174682), which was reorganized by
way of merger into Mobile TeleSystems Open Joint Stock Company.  (10)The
Company is a legal successor of all rights and obligations to Telecom-XXI Open
Joint Stock Company (registered by the Resolution of the Saint Petersburg
Registration Chamber on April 4, 1997 under number of 68581 and entered
into the Consolidated State Register of Legal Entities on August 21, 2002
by the Russian Ministry for Taxes and Levies Inspectorate for the Central
District of Saint Petersburg under primary state registration number of
1027809176031), which was reorganized by way of merger with Mobile TeleSystems
Open Joint Stock Company.  (11)The
Company is a legal successor of all rights and obligations to Udmurt Digital
Networks-900 Closed Joint Stock Company (registered with the Administration of
the Octyabrsky District of Izhevsk, Udmurt Republic on May 21, 1996 under
number of 598/1 and entered into the Consolidated State Register of Legal
Entities on December 10, 2002 by the Russian Ministry for Taxes and Levies
Inspectorate for the Octyabrsky District of Izhevsk, Republic of Udmurtia under
primary state registration number of 1021801168058), which was reorganized by
way of merger with Mobile TeleSystems Open Joint Stock Company.  (12)The
Company is a legal successor of all rights and obligations to Horizon-RT Open
Joint Stock Company (registered with the Russian Ministry for Taxes and Levies  4


Inspectorate for Yakutsk, Sakha Republic (Yakutia) on September 26,
2003 and entered into the Consolidated State Register of Legal Entities on September 26,
2003 by the Russian Ministry for Taxes and Levies Inspectorate for Yakutsk,
Sakha Republic (Yakutia) under primary state registration number
1031402065419), which was reorganized by way of merger with Mobile TeleSystems
Open Joint Stock Company.  (13)The
Company is a legal successor of all rights and obligations to Uraltel Closed
Joint Stock Company (registered with the Government of the Sverdlovsk Region on
July 23, 1993 under number P-2417.16 and entered into the Consolidated
State Register of Legal Entities on October 7, 2002 by the Russian
Ministry for Taxes and Levies Inspectorate for the Verkh-Issetsky District of
Ekaterinburg under primary state registration number 1026602321206), which was
reorganized by way of merger with Mobile TeleSystems Open Joint Stock Company.  (14)The
Company is a legal successor of all rights and obligations to Far East Cellular
Systems-900 Closed Joint Stock Company (registered with the Administration of
Khabarovsk on July 17, 1996 under number of 002753- and entered
into the Consolidated State Register of Legal Entities on July 30, 2002 by
the Russian Ministry for Taxes and Levies Inspectorate for the Central District
of Khabarovsk under Primary state registration number of 1022700911122), which
was reorganized by way of merger with Mobile TeleSystems Open Joint Stock
Company.  (15)The
Company is a legal successor of all rights and obligations to Siberian Cellular
Systems-900 Closed Joint Stock Company (registered with the Novosibirsk
Municipal Registration Chamber on November 29, 1996 under number of 7816
and entered into the Consolidated State Register of Legal Entities on November 23,
2002 by the Russian Ministry for Taxes and Levies Inspectorate for the Central
District of Novosibirsk under Primary state registration number of
1025402480102), which was reorganized by way of merger with Mobile TeleSystems
Open Joint Stock Company.  (16)The
Company is a legal successor of all rights and obligations to TAIF-TELCOM Open
Joint Stock Company (registered with the State Registration Chamber with the
Ministry of Justice of the Republic of Tatarstan on April 4, 2000 under
number of 1213/K-1(50-02)
and entered into the Consolidated State Register of Legal Entities on July 23,
2002 by the Russian Ministry for Taxes and Levies Interdistrict Inspectorate No. 14
for the Republic of Tatarstan under Primary state registration number of
1021602825397), which was reorganized by way of merger with Mobile TeleSystems
Open Joint Stock Company.  (17)The
Company is a legal successor of all rights and obligations to Tomsk Cellular
Communications Closed Joint Stock Company (registered with the Federal Tax
Service Inspectorate for Tomsk on September 30, 2005 and entered into the
Consolidated State Register of Legal Entities on September 30, 2005 by the
Federal Tax Service Inspectorate for Tomsk under Primary state registration
number of 1057002621280), which was reorganized by way of merger with Mobile
TeleSystems Open Joint Stock Company.  (18)The
Company is a legal successor of all rights and obligations to SibChallenge
Closed Joint Stock Company (registered with the Federal Tax Service
Inspectorate for the Central District of Krasnoyarsk on October 3, 2005
and entered into the Consolidated State Register of Legal Entities on October 3,
2005 by the Federal Tax Service Inspectorate for the Central District of
Krasnoyarsk under Primary state registration number of 1052466370648), which
was reorganized by way of merger with Mobile TeleSystems Open Joint Stock
Company.  (19)The
Company is a legal successor of all rights and obligations to BM Telecom Closed
Joint Stock Company (registered with the Federal Tax Service Inspectorate for
the Octyabrsky District of Ufa on October 3, 2005 and entered into the
Consolidated State Register of Legal Entities on October 3, 2005 by the
Federal Tax Service Inspectorate for the Octyabrsky District of Ufa under
Primary state registration number of  5


1050204327557), which was reorganized by way
of merger with Mobile TeleSystems Open Joint Stock Company.  (20)The
Company is a legal successor of all rights and obligations to MTS-RTK Closed
Joint Stock Company (registered with the Federal Tax Service Interdistrict
Inspectorate No. 46 for Moscow on October 4, 2005 and entered into
the Consolidated State Register of Legal Entities on October 4, 2005 by
the Federal Tax Service Interdistrict Inspectorate No. 46 for Moscow under
Primary state registration number of 1057748460660), which was reorganized by
way of merger with Mobile TeleSystems Open Joint Stock Company.  (21)The
Company is a legal successor of all rights and obligations to ReCom Open Joint
Stock Company (registered with the Orel Registration Chamber on February, 26,
1998 under the number of 1244-C and entered into Consolidated State Register of
Legal Entities on August 7, 2002 by the Federal Tax Service Inspectorate
for the Sovietsky district of Orel city under Primary state registration number
of 1025700824544) which was reorganized by way of merger with Mobile
TeleSystems Open Joint Stock Company.  (22)The
company is a legal successor of all rights and obligation to Telesot-Alania
Closed Joint Stock Company (registered with the local hone-rule administration
of the Promyshlenny district of Vladikavkaz on May,14, 1997 under the number of
1893 and entered into Consolidated State Register of Legal Entities on December 30,
2002 by the Federal Tax Service Inspectorate for the North-West municipality
district of Vladikavkaz city of the North Ossetia/Alania Republic under Primary
state registration number of 1021500773546) which was reorganized by way of
merger with Mobile TeleSystems Open Joint Stock Company.  2. MISSION, SUBJECT AND TYPES OF COMPANY
ACTIVITIES  2.1The
purpose of the Companys economic activity shall be: to make profit by
planning, marketing, and operating a radiotelephone mobile cellular network in
the regions specified in the licenses issued to the Company by an empowered
government body.  2.2In
order to achieve the above stated purpose of its activity, the Company shall:  (1)cooperate
with national and/or international operators of the Global System for Mobile
Communications (GSM) on the territory of the Russian Federation and elsewhere
to ensure the optimum level of service to Company customers;  (2)cooperate
with specified telephone networks operators in Moscow and the Russian
Federation, and with operators of international communication networks;  (3)perform
accounting with customers, and provide commercial and financial management of the
network in accordance with accepted international practice;  (4)provide
and market value-added services of mobile communication systems;  (5)import,
sale, lease, install and maintain terminals and related accessories;  (6)operate
and maintain monitoring equipment for GSM networks; and  (7)carry
out any other activity pursuant to decisions of Board of Directors for the
furtherance of the Companys principal goals.  2.3The
company may carry our any other types of activity to the extent not prohibited
by the current RF laws.  2.4Those
types of activity that are subject to licensing shall be carried out on the
basis of corresponding licenses.  3. LEGAL STATUS OF THE COMPANY  3.1The
Company is a legal entity under the Russian laws, with its own separate
property reflected in Companys own balance sheet, and is entitled to acquire
and exercise proprietary and personal non-property rights in its own name; it
may accept obligations and to sue and be sued in a court.  6


3.2The
Company shall have a round seal bearing a Company full name in the Russian
language and a reference to the Primary state registration number, letterheads
with the Company full name as well as trade marks registered as stipulated by
laws. The Company may have a seal, stamps and letterheads with the Company full
name in the Russian and English languages, as well as an emblem and other means
of visual identification.  3.3The
Company is entitled to participate, in conformity with relevant regulations, in
the establishment of other organizations both within the Russian Federation and
abroad, to have subsidiaries and affiliates on the territory of the Russian
Federation and abroad, to acquire shares (equities) in their charter capitals,
buildings, structures, land and other immobility, securities, as well as any
other property which may be an object of the ownership right according to the
current laws.  3.4In
order to attract additional funds, the Company shall be entitled to issue
securities of various classes, whose circulation is permitted by current laws
of the Russian Federation, including registered shares, bonds and other
securities, and to independently define the conditions of their issue and
placement according to laws of the Russian Federation and this Charter.  3.5The
Company shall be entitled to participate in holding companies,
financial/industrial groups, associations and other amalgamations of commercial
organizations on the terms that are not in contradiction to the current laws of
the Russian Federation and this Charter.  3.6The
Company shall be entitled to take part in unions, associations and other unions
of organizations on the terms that are not in contradiction to current laws of
the Russian Federation and this Charter. The Company shall be entitled to
cooperate with international financial organizations in any form that is not
prohibited by law.  3.7The
Company acquires civil rights and assumes liabilities through its bodies,
acting in conformity with the law and this Charter.  3.8The
Company shall not liable for the obligations of its shareholders, and the
shareholders shall not liable for the obligations of the Company and bear the
risk of damages, associated with its activities, within the cost of the shares
owned by them. The Company shall not be liable for obligations of the state and
its bodies, and the state and its bodies shall not be liable for the
obligations of the Company.  3.9The
Company, in pursuing the state, social, economic and tax policies, shall be responsible
for safekeeping of companys documents (administrative, financial and
logistical, concerning the personnel etc.); it ensures the transfer for storage
by the state in the Moscow central archives of the documents of scientific and
historical importance in compliance with the list of documents agreed with Mosgorarkhiv
association; documents on personnel shall be kept and used in the established
manner.  3.10The
Company performs state activities on mobilization preparation according to the current
laws of the Russian Federation and Moscow Government regulatory documents.  4. PROPERTY OF THE COMPANY  4.1The
Company is the owner of its property, including the property, transferred to
the Company by its shareholders. The Shareholders of the Company have no right
of ownership for the property contributed to the charter capital of the
Company.  4.2The
Company shall exercise its right to free possession, use and disposal of
property in its ownership in compliance with the Russian laws.  4.3Major
transactions and party-related transactions shall be entered into by the
Company solely with approval of a General Meeting of the shareholders or of the
Board of Directors,  7


according to the procedure stipulated in sub-clauses 27.1.23  27.1.30,
32.2.17  32.2.18 of this Charter, and following requirements of the current
laws of the Russian Federation.  4.4The
property of the Company consists of the fixed assets and working capital, as
well as of other property, the cost of which is accounted for in the Company
own balance. The sources of property build-up, income, balance and net profit
of the Company are formed in the way prescribed by the laws of the Russian
Federation.  4.5The
net cost of the Companys assets is evaluated on the basis of the accounting
data by the procedure defined by the current laws.  5. BRANCHES AND REPRESENTATIVE OFFICES OF THE
COMPANY  5.1The
Company may, following the adopted procedure, establish branches and
representative offices both on the territory of Russia and abroad that act on
the basis of relevant provisions endorsed by the Companys Board of Directors.
Branches and representative offices shall not be deemed legal entities, their
heads are appointed by the President and they act within the powers vested in
them by a power of attorney issued to them. The company Charter shall contain
information on branches and representative offices of the Company.  5.2The
Company has the following branches;  (1)Branch
of Mobile TeleSystems Open Joint Stock Company in the North-West Macro- region.
Location of branch: 8, Italyanskaya St., Saint Petersburg, Russian Federation.  (2)Branch
of Mobile TeleSystems Open Joint Stock Company in Syktyvkar, the Republic of
Komi. Location of branch: Syktyvkar, Republic of Komi, Russian Federation.  (3)Branch
of Mobile TeleSystems Open Joint Stock Company in Pskov. Location of branch:
Pskov, Pskov Region, Russian Federation.  (4)Branch
of Mobile TeleSystems Open Joint Stock Company in St. Petersburg. Location of
branch: St. Petersburg, Russian Federation.  (5)Branch
of Mobile TeleSystems Open Joint Stock Company in the Archangelsk Region.
Location of branch: Archangelsk, Region, Russian Federation.  (6)Branch
of Mobile TeleSystems Open Joint Stock Company in the Vologda Region. Location
of branch: Vologda, Vologda Region, Russian Federation.  (7)Branch
of Mobile TeleSystems Open Joint Stock Company in the Kaliningrad Region.
Location of branch: Kaliningrad, Kaliningrad Region, Russian Federation.  (8)Branch
of Mobile TeleSystems Open Joint Stock Company in the Murmansk Region. Location
of branch: Murmansk, Murmansk Region, Russian Federation.  (9)Branch
of Mobile TeleSystems Open Joint Stock Company in the Novgorod Region. Location
of branch: V. Novgorod, Novgorod Region, Russian Federation.  (10)Branch
of Mobile TeleSystems Open Joint Stock Company in the Republic of Karelia.
Location of branch: Petrozavodsk, Republic of Karelia, Russian Federation.  (11)Branch
of Mobile TeleSystems Open Joint Stock Company in the Leningrad Region.
Location of branch: Vyborg, Leningrad Region, Russian Federation.  (12)Branch
of Mobile TeleSystems Open Joint Stock Company in the South Macro-region.
Location of branch: 61, Gimnazicheskaya St., Krasnodar, Krasnodar Kray, Russian
Federation.  (13)Branch
of Mobile TeleSystems Open Joint Stock Company in the Republic of Kalmykia.
Location of branch: Elista, Republic of Kalmykia, Russian Federation.  (14)Branch
of Mobile TeleSystems Open Joint Stock Company in the Stavropol Territory.
Location of branch: Stavropol, Stavropol Territory, Russian Federation.  (15)Branch
of Mobile TeleSystems Open Joint Stock Company in the Krasnodar Kray. Location
of branch: Krasnodar, Krasnodar Kray, Russian Federation.  (16)Branch
of Mobile TeleSystems Open Joint Stock Company in the Rostov Region. Location
of branch: Rostov-on-Don, Rostov Region, Russian Federation.  8


(17)Branch
of Mobile TeleSystems Open Joint Stock Company in Novorossiysk. Location of
branch: Novorossiysk, Krasnodar Kray, Russian Federation.  (18)Branch
of Mobile TeleSystems Open Joint Stock Company in Sochi. Location of branch:
Sochi, Krasnodar Kray, Russian Federation.  (19)Branch
of Mobile TeleSystems Open Joint Stock Company in the Republic of Adygei.
Location of branch: Maikop, Republic of Adygei, Russian Federation.  (20)Branch
of Mobile TeleSystems Open Joint Stock Company in the Astrakhan Region.
Location of branch: Astrakhan, Astrakhan Region, Russian Federation.  (21)Branch
of Mobile TeleSystems Open Joint Stock Company in the Volgograd Region.
Location of branch: Volgograd, Volgograd Region, Russian Federation.  (22)Branch
of Mobile TeleSystems Open Joint Stock Company in the Republic of
Kabardino-Balkaria. Location of branch: Nalchik, Republic of
Kabardino-Balkaria, Russian Federation.  (23)Branch
of Mobile TeleSystems Open Joint Stock Company in the Republic of
Karachay-Cherkessia. Location of branch: Cherkessk, Republic of
Karachay-Cherkessia, Russian Federation.  (24)Branch
of Mobile TeleSystems Open Joint Stock Company in the Republic of Ingushetia.
Location of branch: Magas, Republic of Ingushetia, Russian Federation.  (25)Branch
of Mobile TeleSystems Open Joint Stock Company in the Republic of North Ossetia-Alania.
Location of branch: Vladikavkaz, Republic of North Ossetia-Alania, Russian
Federation.  (26)Branch
of Mobile TeleSystems Open Joint Stock Company in the Volga SE Macro- region.
Location of branch: Samara, Samara Region, Russian Federation.  (27)Branch
of Mobile TeleSystems Open Joint Stock Company in Orenburg. Location of branch:
Orenburg, Orenburg Region, Russian Federation.  (28)Branch
of Mobile TeleSystems Open Joint Stock Company in Saratov. Location of branch:
Saratov, Saratov Region, Russian Federation.  (29)Branch
of Mobile TeleSystems Open Joint Stock Company in Samara. Location of branch:
61-A, Chernorechenskaya St., Samara, Samara Region, Russian Federation.  (30)Branch
of Mobile TeleSystems Open Joint Stock Company in the Ulyanovsk Region.
Location of branch: Ulyanovsk, Ulyanovsk Region, Russian Federation.  (31)Branch
of Mobile TeleSystems Open Joint Stock Company in the Republic of
Bashkortostan. Location of branch: Ufa, Republic of Bashkortostan, Russian
Federation.  (32)Branch
of Mobile TeleSystems Open Joint Stock Company in the Volga NW Macro- region.
Location of branch: 61, Beketova St., Nizhniy Novgorod, Nizhniy Novgorod
Region, Russian Federation.  (33)Branch
of Mobile TeleSystems Open Joint Stock Company in Nizhniy Novgorod. Location of
branch: Nizhniy Novgorod, Nizhniy Novgorod Region, Russian Federation.  (34)Branch
of Mobile TeleSystems Open Joint Stock Company in Kirov. Location of branch:
Kirov, Kirov Region, Russian Federation.  (35)Branch
of Mobile TeleSystems Open Joint Stock Company in the Chuvash Republic 
Chuvashia. Location of branch: Cheboksary, Chuvash Republic  Chuvashia,
Russian Federation.  (36)Branch
of Mobile TeleSystems Open Joint Stock Company in the Republic of Mordovia.
Location of branch: Saransk, Republic of Mordovia, Russian Federation.  (37)Branch
of Mobile TeleSystems Open Joint Stock Company in the Republic of Mari El.
Location of branch: Ioshkar-Ola, Republic of Mari El, Russian Federation.  (38)Branch
of Mobile TeleSystems Open Joint Stock Company in the Republic of Udmurtia.
Location of branch: Izhevsk, Republic of Udmurtia, Russian Federation.  (39)Branch
of Mobile TeleSystems Open Joint Stock Company in the Republic of Tatarstan.
Location of branch: Kazan, Republic of Tatarstan, Russian Federation.  (40)Branch
of Mobile TeleSystems Open Joint Stock Company in the Ural Macro-region.  9


Location of branch: 5, Marshal Zhukov St.,
Yekaterinburg, Sverdlovsk Region, Russian Federation.  (41)Branch
of Mobile TeleSystems Open Joint Stock Company in Chelyabinsk. Location of
branch: Chelyabinsk, Chelyabinsk Region, Russian Federation.  (42)Branch
of Mobile TeleSystems Open Joint Stock Company in Kurgan. Location of branch:
Kurgan, Kurgan Region, Russian Federation.  (43)Branch
of Mobile TeleSystems Open Joint Stock Company in the Tyumen Region. Location
of branch: Tyumen, Tyumen Region, Russian Federation.  (44)Branch
of Mobile TeleSystems Open Joint Stock Company in the Yamalo-Nenets Autonomous
Area. Location of branch: Noyabrsk, Yamalo-Nenets Autonomous Area, Russian
Federation.  (45)Branch
of Mobile TeleSystems Open Joint Stock Company in the Sverdlovsk Region.
Location of branch: Yekaterinburg, Sverdlovsk Region, Russian Federation.  (46)Branch
of Mobile TeleSystems Open Joint Stock Company in the Khanty-Mansi Autonomous
Area  Yugra. Location of branch: Surgut, Khanty-Mansi Autonomous Area  Yugra,
Russian Federation.  (47)Branch
of Mobile TeleSystems Open Joint Stock Company in the Perm Kray. Location of
branch: Perm, Perm Kray, Russian Federation.  (48)Branch
of Mobile TeleSystems Open Joint Stock Company in the Siberia Macro- region.
Location of branch: 35, Oktyabrskaya St., Novosibirsk, Novosibirsk Region,
Russian Federation.  (49)Branch
of Mobile TeleSystems Open Joint Stock Company in the Kemerovo Region. Location
of branch: Kemerovo, Kemerovo Region, Russian Federation.  (50)Branch
of Mobile TeleSystems Open Joint Stock Company in the Altai Territory. Location
of branch: Barnaul, Altai Territory, Russian Federation.  (51)Branch
of Mobile TeleSystems Open Joint Stock Company in the Krasnoyarsk Territory.
Location of branch: Krasnoyarsk, Krasnoyarsk Territory, Russian Federation.  (52)Branch
of Mobile TeleSystems Open Joint Stock Company in the Tomsk Region. Location of
branch: Tomsk, Tomsk Region, Russian Federation.  (53)Branch
of Mobile TeleSystems Open Joint Stock Company in the Republic of Tuva.
Location of branch: Kyzyl, Republic of Tuva, Russian Federation.  (54)Branch
of Mobile TeleSystems Open Joint Stock Company in the Novosibirsk Region.
Location of branch: Novosibirsk, Novosibirsk Region, Russian Federation.  (55)Branch
of Mobile TeleSystems Open Joint Stock Company in the Omsk Region. Location of
branch: Omsk, Omsk Region, Russian Federation.  (56)Branch
of Mobile TeleSystems Open Joint Stock Company in the Republic of Khakassia.
Location of branch: Abakan, Republic of Khakassia, Russian Federation.  (57)Branch
of Mobile TeleSystems Open Joint Stock Company in the Republic of Altai.
Location of branch: Gorno-Altaisk, Republic of Altai, Russian Federation.  (58)Branch
of Mobile TeleSystems Open Joint Stock Company in the Far East Macro- region.
Location of branch: 53-A, Nekrasova St., Vladivostok, the Primorsky Kray,
Russian Federation.  (59)Branch
of Mobile TeleSystems Open Joint Stock Company in Blagoveshchensk. Location of
branch: Blagoveshchensk, Amur Region, Russian Federation.  (60)Branch
of Mobile TeleSystems Open Joint Stock Company in the Sakhalin Region. Location
of branch: Yuzhno-Sakhalinsk, Sakhalin Region, Russian Federation.  (61)Branch
of Mobile TeleSystems Open Joint Stock Company in the Chukotka Autonomous Area.
Location of branch: Anadyr, Chukotka Autonomous Area.  (62)Branch
of Mobile TeleSystems Open Joint Stock Company in the Khabarovsk Kray. Location
of branch: Khabarovsk, Khabarovsk Kray, Russian Federation.  (63)Branch
of Mobile TeleSystems Open Joint Stock Company in the Republic of Sakha
(Yakutia). Location of branch: Yakutsk, Republic of Sakha (Yakutia), Russian
Federation.  (64)Branch
of Mobile TeleSystems Open Joint Stock Company in the Chita Region.  10


Location of branch: Chita, Chita Region, Russian Federation.  (65) Branch of Mobile TeleSystems Open Joint
Stock Company in the Irkutsk Region.
Location of branch: Irkutsk, Irkutsk Region, Russian Federation.  (66) Branch of Mobile TeleSystems Open Joint Stock
Company in the Kamchatka Region. Location of branch: Petropavlovsk-Kamchatski,
Kamchatka Region, Russian Federation.  (67) Branch of Mobile TeleSystems Open Joint
Stock Company in the Magadan Region. Location of branch: Magadan, Magadan Region,
Russian Federation.  (68) Branch of Mobile TeleSystems Open Joint
Stock Company in the Republic of Buryatia. Location of branch: Ulan-Ude, Republic of Buryatia, Russian Federation.  (69) Branch of Mobile TeleSystems Open Joint
Stock Company in the Primorsky Kray. Location of branch: Vladivostok, the
Primorsky Territory, Russian Federation.  (70) Branch of Mobile Tele Systems Open Joint
Stock Company in Tula. Location of branch: Tula, Tula Region, Russian Federation.  (71) Branch of Mobile TeleSystems Open Joint Stock
Company in Smolensk. Location of branch: Smolensk, Smolensk
Region, Russian Federation.  (72) Branch of Mobile Tele Systems Open Joint
Stock Company in Ryazan. Location of branch: Ryazan, Ryazan Region,
Russian Federation.  (73) Branch of Mobile TeleSystems Open Joint
Stock Company in Vladimir. Location of branch: Vladimir, Vladimir
Region, Russian Federation.  (74) Branch of Mobile TeleSystems Open Joint
Stock Company in Kaluga. Location of branch: Kaluga, Kaluga Region,
Russian Federation.  (75) Branch of Mobile TeleSystems Open Joint
Stock Company in Kostroma. Location of branch: Kostroma, Kostroma
Region, Russian Federation.  (76) Branch of Mobile TeleSystems Open Joint
Stock Company in Tver. Location of branch: Tver, Tver Region, Russian Federation.  (77) Branch of Mobile TeleSystems Open Joint
Stock Company in Yaroslavl. Location of branch: Yaroslavl, Yaroslavl
Region, Russian Federation.  (78) Branch of Mobile TeleSystems Open Joint
Stock Company in Ivanovo. Location of branch: Ivanovo, Ivanovo Region,
Russian Federation.  (79)Branch of Mobile TeleSystems Open Joint Stock Company in Tambov. Location of branch: Tambov, Tambov Region, Russian Federation.  (80) Branch of Mobile TeleSystems Open Joint
Stock Company in the Orel Region. Location of branch: Orel, Orel Region,
Russian Federation.  (81) Branch of Mobile TeleSystems Open Joint
Stock Company in the Belgorod Region. Location of branch: Belgorod, Belgorod
Region, Russian Federation.  (82) Branch of Mobile TeleSystems Open Joint
Stock Company in the Lipetsk Region. Location of branch: Lipetsk, Lipetsk Region,
Russian Federation.  (83) Branch of Mobile TeleSystems Open Joint
Stock Company in the Kursk Region. Location of branch: Kursk, Kursk Region,
Russian Federation.  (84) Branch of Mobile TeleSystems Open Joint
Stock Company in the Voronezh Region. Location of branch: Voronezh, Voronezh
Region, Russian Federation.  (85) Branch of Mobile TeleSystems Open Joint
Stock Company in the Bryansk Region. Location of branch: Bryansk, Bryansk Region,
Russian Federation.  5.3 The Company has the following representative offices:  (1) Representative office of Mobile
TeleSystems Open Joint Stock Company in the Republic of Belarus. Location of
representative office: Minsk, Republic of Belarus.  (2) Representative office of Mobile Tele
Systems Open Joint Stock Company in the Ukraine. Location of representative
office: Kiev, Ukraine.  11


6. DIVIDENDS OF THE COMPANY  6.1  Based
on the results of the first quarter, half-year, nine months of fiscal year and
(or) based on the results of fiscal year, the Company has the right to make a
decision (declare) on the payment of dividends on placed shares.  6.2  Decision
on the payment (declaration) of dividends based on the results of the first
quarter, half-year, nine months of financial year may be made by an
extraordinary General Meeting of shareholders within three months after the end
of the corresponding period. Decision on the payment of dividends based on the
results of fiscal year shall be made by Annual General Meeting of the
shareholders of the Company.  6.3  Decision to pay dividends, the amount of
dividend and the form of payment shall be taken based on the Board of Directors
proposal. The amount of dividend shall not exceed the value recommended by the
Board of Directors.  6.4  After
a decision to pay out dividends has been adopted by the General Meeting of
Shareholders, such dividends must be paid by the end of the year in which
decision was adopted, unless a shorter period is established by the decision to
pay dividends.  6.5  The
Company is obliged to pay the declared dividends on the shares of each category
(class).  6.6  The
amount of dividend is declared as a percentage of the par value of a share, or
in rubles per one share.  6.7  The
dividend may be paid in cash and, if the General Meeting of shareholders so
decided, in kind  in shares, bonds, commodities or other property.  6.8  The
list of individuals, having the right to receive dividends, shall be compiled
as of the date of drafting the list of the individuals, having the right to
participate in the General Meeting of shareholders, that has the issue of
paying (declaring) dividends on its agenda.  6.9  The current laws stipulate instances where the
declaration and payment of dividends shall be restricted.  7. FUNDS OF THE COMPANY  7.1  The Company shall establish a reserve fund by
annually allocating an amount not less than 5% (five percent) of the net
profit, until the reserve fund achieves 15% (fifteen percent) of the Companys
charter capital. This reserve fund is designated to cover the Company losses,
as well as to redeem Company bonds and to buy out the Company stock in case of
absence of other funds. The reserve fund may not be used for any other purpose.
The assets of the reserve fund may be used on the basis of the Board of
Directors decision in line with a specific procedure defined by the Board.  7.2  The
Company shall be entitled to establish other funds.  8. ACCOUNTING AND REPORTING IN THE COMPANY  8.1  The
Company shall organize the Company accounting activity and take steps to ensure
that the bookkeeping practice of the Company provides a trustworthy and
complete reflection of information concerning all transactions and other facts
of economic activity.  8.2  The
Company shall keep the documents defined by the current laws.  8.3  The Company shall disclose its financial
information according to the procedure established by the current laws and
internal documents of the Company.  8.4  The
President of the Company shall be liable to the extent set out in the current
laws for organization, status and reliability of the Companys accounting
records, for a timely  12


submission of annual reports and other financial statements to
overseeing bodies, and for the trustworthiness of information about Company
activities submitted to the shareholders of the Company, to its creditors and
other persons.  8.5  The annual balance sheet of the Company,
supported by Auditors and Audit Commissions report, shall be submitted by the
President of the Company to the Board of Directors and the Annual General
Meeting of shareholders.  8.6  The
annual balance sheet of the Company is subject to a preliminary approval by the
Board of Directors of the Company not later than in 30 (thirty) days before the
date of holding the Annual General Meeting of the shareholders.  8.7  The
Audit Commission of the Company shall certify the trustworthiness of data
contained in the annual report of the Company and its balance sheet submitted
to the Annual General Meeting of shareholders.  9. INFORMATION ABOUT THE COMPANY  9.1  Information about the Company shall be
submitted to Shareholders in accordance with current laws and other legal acts
of the Russian Federation.  9.2  The
Company shall ensure the shareholders access to the documents that should be
kept and provided by the Company provide according to this Charter and laws of
the Russian Federation. Information about the Company and the copies of the
corresponding documents of the Company shall be made available by procedure set
forth by current laws of the Russian Federation.  9.3  The
Shareholders and the Company shall make all reasonable efforts to prevent an
unauthorized disclosure and a leak of such information. The members of the
Board of Directors, having access to the confidential information about the
Company, may neither disclose such information to any persons, who have no
access to such information, nor use it in their own interests or interests of
other persons.  9.4  If
necessary, the Company may enter into confidentiality agreements with its
employees, members of the Board of Directors and the shareholders, while these
persons enter in confidentiality agreements among themselves.  9.5  Compulsory
disclosure of information shall be made by the Company to the extent and in the
manner stipulated by the internal documents of the Company and current laws of
the Russian Federation.  10. REORGANIZATION AND LIQUIDATION OF THE
COMPANY  10.1 The Company may be voluntarily
reorganized by procedure set forth in current RF legislation. As stipulated by
law, Company reorganization shall entail the transfer of Companys rights and
obligations to its legal successors.  10.2 The reorganization of the Company may be
performed in the form of a merger, takeover, divestiture, spin-off and
restructuring.  10.3 The Company is considered as
reorganized, except for the cases of reorganization in the form of a takeover,
from the moment of state registration of the newly created legal entities.  10.4 In the case of the Company
reorganization by way of a take over, the Company is considered as reorganized
from the moment of making an entry into the Consolidated State Register of
Legal Entities on the termination of activity of a company which had been taken
over.  10.5 The Company may be liquidated
voluntarily by procedure established by law, or by the court decision on the
grounds envisaged by current RF laws.  13


10.6 The liquidation of the Company entails
its termination without transfer of rights and obligations by way of a legal
succession to the other individuals.  10.7 Upon the appointment of liquidation
commission, the latter shall have all powers to manage the Company activity.
The liquidation commission shall appear in the court on behalf of the Company
under liquidation.  10.8 Liquidation commission shall place a
notice on the liquidation of the Company, on the procedure and terms for its
creditors to make their claims, in printed media that publish data on the
registration of legal entities. The period for the creditors making such
claims shall be less than two months from the date of publishing the notice of
the Company liquidation.  10.9 Upon the expiration of the period for
creditors to make their claims, the liquidation commission shall draw up an
interim liquidation balance sheet containing data on the property of the
Company being liquidated, claims of its creditors, and the results of the
consideration thereof. The interim liquidation balance sheet shall be approved
by the General Meeting of the shareholders.  10.10 Upon completion of the settlements with
creditors, the liquidation commission shall draw up a liquidation balance sheet
subject to approval by the General Meeting of the shareholders.  10.11 The Companys property that survived
the settlement of accounts with creditors, shall be distributed by the
liquidation commission among the shareholders in the following order:  ·
firstly, payments shall be made on the shares, which the Company is obliged by
law to buy out from shareholders;  · secondly, payments
shall be made of accrued but not paid out dividends on the preferred shares and
of a liquidation value of preferred shares as defined by the Charter of the
Company;  · thirdly, the
property of the Company under liquidation shall be distributed among the
shareholders  owners of common shares and all the classes of preferred shares.  10.12 Allocation of the property at each stage
shall be performed after the property allocation of the previous stage has been
fully completed.  10.13 Liquidation of the Company shall be
deemed completed, and the Company no longer existing, from the moment of a
corresponding entry has been made in the Consolidated State Register of Legal
Entities.  10.14 In the process of reorganization and
liquidation of the Company, as well as after the cessation of work involving
the use of data containing RF state secrets, the Company shall be under
obligation to ensure the safeguarding of such data and its carriers.  11. CHARTER OF THE COMPANY  11.1 This Charter is a constituent document
of the Company. The requirements of the Charter of the Company are mandatory
for execution by all managing and overseeing bodies of the Company and by the
shareholders of the Company. This Charter enters into force from the moment of
its registration in compliance with the procedure established by the current RF
legislation.  11.2 Decisions on amendments and additions to
this Charter shall be taken by the General Meeting of the shareholders of the
Company or by the Companys Board of Directors, according to the procedure,
envisaged by laws and this Charter, and shall come into effect for third
parties after the state registration of the aforementioned modifications.  14


11.3 Provisions of the Charter shall be
applicable in their part that is not in contradiction to the law. Should
modifications of the law result in Charter articles and provisions entering in
conflict with legal acts, such articles and provisions shall be considered null
and void until corresponding modifications are made to the Charter.  PART II. CHARTER CAPITAL OF
THE COMPANY  12.
CHARTER CAPITAL OF THE COMPANY, GENERAL PROVISIONS  12.1  The
charter capital of the Company defines the minimal size of the Company property
that ensures the interests of its creditors.  12.2 The Company shall have a Charter Capital
equal to 199 332 613 rubles 80 kopecks (one hundred ninety-nine million three
hundred thirty-two thousand six hundred thirteen rubles eighty kopecks),
divided into 1 993 326 138 (one billion nine hundred ninety-three million three
hundred twenty-six thousand one hundred thirty-eight) placed registered common shares
with a par value of 0.1 (one-tenth) of one ruble (or 10 (ten) kopecks) each.
The Charter Capital of the Company has been fully paid.  12.3 In addition to the placed registered
common shares, the Company declares (shall have the right to place) 103 649 654
(one hundred and three million six hundred forty-nine thousand six hundred
fifty-four) registered common shares with a par value of 0.1 (one- tenth) of
one ruble each and a total amount of 10 364 965 rubles 40 kopecks (ten million
three hundred sixty-four thousand nine hundred sixty-five rubles forty kopecks)
(declared shares).  Upon placement, declared registered common shares of the Company shall
grant the rights to the extent provided for the placed registered shares of the
Company.  13.
INCREASE OF CHARTER CAPITAL OF THE COMPANY  13.1 The charter capital of the Company may
be increased by the raise of par value of the shares, or by the placement of
additional shares by decision of a General Meeting of shareholders according to
the sub-clauses 27.1.6. - 27.1.10 of this Charter.  13.2 The increase of the Company charter
capital by raising the par value of the shares may be performed only at the
cost of the property of the Company. The increase of the Company charter
capital via the placement of additional shares may be performed at the cost of
the property of the Company.  13.3 In the case of the Company charter
capitals increase by way of additional share placement, the Company may place
such additional shares only within the limits of the amount of declared shares,
envisaged by this Charter. Thus, in the case if the amount of declared shares
of the Company is not sufficient for the placement of expected amount of
additional shares of the Company, then, by procedure and on the terms
established by this Charter and the law, the decision to increase the charter
capital of the Company may be taken simultaneously with the decision to make
amendments to this Charter with respect to the amount of declared shares of the
Company, as necessary to take the decision on charter capital increase.  13.4 Additional shares of the Company can be
placed by subscription or conversion, as well as by distribution among all
shareholders of the Company  in the case where an increase of the Company
charter capital is performed at the cost of its property.  13.5 The Company shall be entitled to place
additional shares by ether public or private subscription.  13.6 The placing price of the additional
shares for the individuals who have a preemptive right of share purchase can be
lower than the placing price for other persons, but not more than  15


by 10% (ten percent). The placing price of
such additional shares cannot be lower than their par value.  13.7 The payment for the additional shares of
the Company, placed by subscription, can be made in cash, securities, other
commodities or property rights or other rights, having a pecuniary valuation,
according to the decision on the increase of the Company charter capital.  13.8 Additional shares of the Company, placed
by subscription, shall be deemed placed upon full payment.  13.9 In the case where an increase of the
Company charter capital is done at the cost of its property by placing
additional shares, such shares shall be distributed among all shareholders. In
doing so, each shareholder shall be offered shares of the same category
(class), as he/she owns, on pro rata basis.  13.10 The amount, by which the charter
capital of the Company is augmented at the cost of the property of the Company,
shall not exceed the difference between the net asset value of the Company and
the reserve fund of the Company.  14. DECREASE OF
COMPANY CHARTER CAPITAL  14.1 The company shall be entitled, and in
the cases, stipulated by the current RF laws, obliged to decrease its charter
capital by reducing the par value of shares or by diminishing their total
quantity, including an acquisition of a part of the shares in the cases
stipulated by current RF laws and by this Charter.  14.2 The decision to decrease the charter
capital of the Company by reducing the par value of the shares or by
acquisition of a part of the shares with a view to diminish their total
quantity, shall be taken by the General Meeting of shareholders according to
the sub- clauses 27.1.11  27.1.12 of this Charter.  14.3 Payment in cash to all shareholders of
the Company and (or) transfer to them of equity securities, owned by the
Company and placed by other legal entity may be envisaged by the decision to
decrease the charter capital of the Company.  14.4 The charter capital of the Company can
be decreased by reduction of the total quantity of the placed shares, including
the acquisition and cancellation of a part of the shares at the Company
disposal in the following cases:  (1)in the case of
cancellation of a part of the shares, acquired by the Company following the
decision to decrease the charter capital of the Company by acquisition and
cancellation of a part of the shares with a view to diminishing their total
quantity;  (2)if the shares bought out
by the Company on shareholders demand have not been sold within one year from
the date of their redemption (except for the case of redemption of shares
following the decision to reorganize the Company);  (3)redemption of Company
shares in the case of its reorganization;  (4)Company reorganization
by way of its spin-off at the cost of redemption of converted shares;  (5)if shares, acquired by
the Company by decision of a competent body of the Company established by the
Company Charter have not been sold within one year from the date of their
acquisition;  (6)in other cases specified
by current RF laws.  14.5 The decision to decrease the charter
capital of the Company by acquisition of a part of the shares with a view to
diminishing their total quantity shall be taken by a General Meeting of
shareholders.  14.6 Within 30 days after the date of
decision to decrease its charter capital, the Company shall inform in writing
its creditors about the charter capital reduction and of its new  16


amount, and place a notice of the taken decision in mass media that
publish information about the state registration of legal entities. At the same
time, creditors of the Company have the right to demand in writing an early
termination or an early performance of the corresponding obligations of the
Company and reimbursement of damages within 30 days after the date of their
notification or within 30 days after the date of publication of the information
about the taken decision in mass media.  PART III. SHARES AND OTHER
EQUITY SECURITIES OF THE COMPANY  15.
SHARES OF THE COMPANY  15.1 Common share of the Company is
registered equity security granting its owner (shareholder) a specific scope of
proprietary rights, including the right for participation in the management of
the Company, the right to receive a part of Companys profit in form of
dividend, as well as the right to receive a part of property outstanding after
liquidation of the Company.  15.2 All issued and placed shares of the
Company are common registered shares of the same par value. The value of the
shares is expressed in rubles, regardless of the form and the way they have
been paid for.  15.3 The Company has a right to place one or
more classes of preferred shares of the Company.  15.4 The par value of the shares of the same
category (class) shall be the same.  15.5 The par value of placed preferred shares
of the Company should not exceed 25% of the charter capital of the Company.  15.6 The procedure of formation and
floatation of fractional shares of the Company shall be set forth by this
Charter and the current RF laws.  15.7 The scope of rights granted by a share
of the Company shall be defined by this Charter and the current RF laws.  15.8 The rights granted by a share of the
Company shall be transferred onto their acquirer at the moment of transfer of
rights for such security.  16.
BONDS AND OTHER EQUITY SECURITIES OF THE COMPANY  16.1 Besides additional shares, the Company
shall be entitled to place bonds, options and other equity securities according
to the requirement of the current RF laws.  16.2 The Company has no right to place bonds
and other equity securities, convertible into the shares of the Company, if the
quantity of Company declared shares of specific categories and classes is less
than the quantity of shares of such classes and categories, the right for whose
purchase is granted by such securities. In such a case, according to the
procedure and conditions, stipulated by the law and this Charter, the decision
to place equity securities convertible into the shares of the Company may be
taken simultaneously with the decision to make the amendments to this Charter
so that the quantity of declared shares be as necessary to make such decision.  16.3 The placing price of equity securities
of the Company convertible into the shares of the Company for the individuals
having a preemptive purchase right can be lower than the placing price for
other persons, but not more than by 10% (ten percent). The placing price of
equity securities of the Company convertible into the shares of the Company may
not be lower than the par value of shares, such equity securities are converted
into.  17


16.4 Payment for equity securities placed by
the Company (except for the additional shares of the Company placed by
subscription) may be made only in cash.  16.5 The equity securities of the Company
placed by subscription shall be deemed placed, if fully paid for.  16.6 The redemption of Company bonds may be
performed in cash or in kind according to the decision on their issue.  16.7 A bond shall attest the right of its
owner to demand the redemption of the bond (payment of the par value, or the
par value and interest) within the stated timeframe.  16.8 Placement of bonds and other equity
securities by the Company shall be performed on the basis of decision of a
General Meeting of shareholders and (or) the Board of Directors of the Company.  16.9 Placement of the bonds convertible into
the shares and of other equity securities convertible into the shares shall be
performed on the basis of decision of a General Meeting of shareholders and
(or) the Board of Directors of the Company.  16.10 The decision to issue bonds shall specify
the form, timeframe and other terms of bond redemption.  16.11 A bond shall have a par value. The par
value of all bonds issued by the Company shall not exceed the amount of charter
capital of the Company or the value of security provided to the Company by a
third party for the purpose of issuing bonds. The placement of bonds shall be
allowed to the Company upon a full payment of its charter capital.  16.12 The Company may place bonds with flat
maturity term or bonds redeemable by series on certain dates.  16.13 The Company shall be entitled to an
early redemption of its bonds on demand of bond owners. At the same time, the
decision to issue bonds should indicate the cost of redemption and the earliest
date when bond may be presented for an early redemption.  16.14 The Company shall be entitled to place
bonds secured by pledge of specific property of the Company, or the bonds under
security provided to the Company by a third party for the issue of bonds, and
debenture bonds.  16.15 The placement of debenture bonds (with
no security provided by a third party) shall be permitted not earlier than on
the third year of Companys activity and provided that there is a proper
approval of annual balance sheets of the Company for the past two completed
fiscal years.  16.16 Bonds can be name bonds and bearer
bonds. When issuing name bonds, the Company shall keep the register of their
owners. A lost name bond can be renewed by the Company for a reasonable charge.
The owners rights for a lost bearer bond shall be restored by the court,
according to the procedure established by Russian Federation laws on court
proceedings.  16.17 Specific details of securities issue,
depending on the category of securities and the manner of their placement, are
defined by current laws of the Russian Federation.  17. CONSOLIDATION AND
SPLITTING OF SHARES  17.1 The Company shall be entitled to perform
a consolidation of placed common shares of the Company, which results in
conversion of two or more Company common shares into one new common share of
the Company by decision of General Meeting of shareholders. In this case, the
corresponding modifications shall be made to this Charter with respect to the
shares par value and the quantity of placed and declared common shares of the
Company.  18


17.2 If the purchase of the whole number of
shares by a shareholder is not possible during the consolidation, the parts of
shares (fractional shares) shall be formed.  17.3 By decision of a General Meeting of
shareholders, the Company shall be entitled to perform a splitting of placed
shares of the Company, which results in conversion of one share of the Company
into two or more shares of the same class (category). In this case,
corresponding modifications should be made to this Charter with respect to the
share par value and the quantity of placed and declared shares of the Company
in corresponding class (category).  18.PAYMENT FOR SHARES AND
OTHER EQUITY SECURITIES AT THEIR PLACEMENT  18.1 The shares of the Company placed at the
time of its establishment have been completely paid for by the Company founders
following the decision on establishing the Company and the terms of agreement
on the establishment of the Company.  18.2 Additional shares and equity securities
of the Company, placed by subscription, shall be deemed placed if fully paid
for.  18.3 Payment for the additional shares of the
Company placed by subscription may be made in cash, securities, other
commodities or property rights or other rights, having a pecuniary valuation.  18.4 The form of payment for additional
shares of the Company shall be defined by decision on their placement. The
payment for other equity securities shall be made only in cash.  18.5 In the case of payment for additional
shares in kind, a pecuniary valuation of the property used to pay for shares
shall be made according to article 77 of Federal law On joint-stock companies.  18.6 In the case of payment for shares in
kind, an independent appraiser should be assigned to evaluate the market value
of such property, if otherwise is not specified by the requirement of RF laws.
The amount of propertys pecuniary valuation undertaken by the Board of
Directors of the Company may not be higher than the amount of the valuation,
performed by an independent appraiser.  19.ACQUISITION OF PLACED
SHARES BY THE COMPANY  19.1 The Company shall be entitled to acquire
the shares placed by it based on the decision of General Meeting of
shareholders with respect to a decrease of charter capital of the Company by
acquiring a part of placed shares with a view of diminishing their total
quantity. The decision to decrease the charter capital may not be taken, if the
nominal value of shares, remaining in circulation would be less than the
minimal amount of charter capital stipulated by the current laws of the Russian
Federation. Shares acquired by decision of General Meeting of shareholders to
decrease the charter capital shall be cancelled upon their acquisition.  19.2 The Company shall be entitled to acquire
the placed shares by decision of the Board of Directors. Such a decision may be
taken, if the nominal value of the shares remaining in circulation would
constitute at least 90 percent of the charter capital of the Company. The
acquired shares do not grant the right of vote, they are not taken onto
consideration when counting the votes, there are no dividends accrued on such
shares. Such shares should be sold at their market price no later than one year
after the date of their acquisition. Otherwise, the General Meeting of
shareholders should take a decision to decrease the charter capital of the
Company by canceling the mentioned shares.  19


20. REDEMPTION OF
COMPANY SHARES AT SHAREHOLDERS REQUEST  20.1 Shareholders  owners of the voting
shares shall be entitled to request the Companys redemption of all or a part
of the shares owned by them in the following cases:  (1) reorganization of the Company or entering
into a major transaction, whose approval is decided upon by General Meeting of
shareholders according to the Federal law On Joint- stock companies;  (2) introduction of modifications and
additions to the Charter of the Company or approval of the revised Charter, if
their rights are restricted.  20.2 The request referred to above may be put
forward by the shareholders, who voted against adoption of the respective
decisions or who did not take part in the voting on such issues.  20.3 The redeemed shares shall be put at the
Companys disposal and be sold at their market price within one year of the
date of their redemption. The shares, redeemed by the Company in the case of
its reorganization, shall be cancelled at the moment of their redemption.  PART IV. SHAREHOLDERS OF THE
COMPANY  21. SHAREHOLDERS OF
THE COMPANY  21.1 Shareholder of the Company is any
individual, having exercised the ownership of the shares of the Company
according to the procedure established by the current laws of the Russian
Federation and this Charter. The number of Companys shareholders is not
limited.  21.2 Unless otherwise specified by the law,
in the case of legitimate common proprietary right for one or more shares of
the Company by two or more individuals, all such individuals are recognized as
one shareholder with respect to the Company and shall exercise the rights of
the Companys shareholder thus granted to them, including the voting right at
General Meeting of shareholders, by one of them or by their common
representative at their discretion. Powers of either of mentioned individuals
shall be duly formalized. Co-owners of the share are jointly responsible for
all obligations accepted by the shareholders.  21.3 An individual, having entered into
ownership of a fractional share of the Company on the grounds envisaged by
current laws of the Russian Federation and this Charter, shall be recognized as
Companys shareholder. A fractional share of the Company grants to the
shareholder the rights granted by a whole share of the Company, to the extent
corresponding to such part of the whole share that this fractional share
represents.  21.4 The shareholders legal status is
defined by the scope of rights granted to him and obligations assigned to him.
The rights of shareholder(s) of the Company in relation to the Company and
other shareholders are conditional on the class and category, as well as the
quantity of shares, owned by them.  22. SHAREHOLDER
REGISTER OF THE COMPANY  22.1 The rights of shareholders for the
shares owned by them are attested in the system of registration  the registrars
records in the personal accounts  or, in the case of registration of rights in
a depositary,  records in the custody accounts in depositaries.  22.2 The right for the Company share shall be
transferred to the acquirer from the moment the registrar makes a record on the
personal account of the acquirer in the registration system, or, in case of
registration of rights in a depositary  from the moment the individual,
performing the depositary activity, makes a record on the custody account of
the acquirer.  20


22.3The
Register of shareholders of the Company shall contain data on each registered
individual, the quantity and classes (categories) of shares recorded to the
name of such individual, as well as other data stipulated by the current laws.  22.4 The Company shall ensure the maintaining and
keeping of the Resister of shareholders according to the requirements of the
current laws of the Russian Federation.  23SHAREHOLDERS
RIGHTS  23.1Shareholders
(shareholder), having 1 (one) whole common share of the Company in the
aggregate, have 1 (one) vote at the voting during the General Meeting of
shareholders. A fractional common share of the Company shall give its owner a
proportional part of the vote.  23.2Every
common registered share of the Company provides shareholder  its owner with
the same scope of rights, including:  (1) the right to take part in the management
of the Company, and participate personally or via representative in the General
Meeting of shareholders with the voting right on all the issues within its
terms of reference with the number of votes, corresponding to the quantity of
common shares of the Company owned by him;  (2) the right to receive dividend from the
net profit of the Company;  (3) the right to receive a part of Company
property in the case of its liquidation;  (4) the right to freely alienate all or a
part of shares owned by him without prior agreement of other shareholders or
the Company;  (5) the right to demand the redemption of all
or a part of shares owned by him in the cases and according to the procedure,
established by the law;  (6) the preemption right to acquire the
shares placed by the Company through public subscription, as well as in the
cases stipulated by the current legislation, through a limited subscription,
according to the terms and the procedure, of additional common shares and
equity securities, convertible into the common shares, in the quantity,
proportional to the quantity of the shares of a given category, owned by him;  (7) when exercising the pre-emption right to
acquire additional shares, placed by the Company and other equity securities,
convertible into the shares of the Company, the right to pay for such placed
equity shares in cash, if he/she chooses to do so, provided that the decision,
that sets a basis for the placement of such equity securities, foresees their
payment in non-monetary funds;  (8) the right to request, by a procedure set
by the law, the Company registrar to confirm shareholders rights for the
shares of the Company in his possession by issuing an extract from the register
of Company shareholders, which extract shall not be regarded as a security;  (9) the right to request the Company to issue
an extract from the list of individuals entitled to take part in the General
Meeting of shareholders containing the data about the requesting shareholder,
or a certificate, confirming that he/she is not on the list of the individuals
entitled to take part in the General Meeting of shareholders;  (10) the right to request the Company to
issue an extract from the list of individuals entitled to demand the Company to
redeem shares in his/her possession, containing the data about the requesting
shareholder, or a certificate, confirming that he/she is not included in the
list of individuals entitled to demand the Companys redemption of shares;  (11) the right to request the Company to
issue an extract from the list of individuals, having a preemptive right to
acquire additional shares and other equity securities placed by the Company,
containing the data about the requesting shareholder, or a certificate,
confirming that he/she is not on the list of such individuals;  (12) the right of access to the documents of
the Company defined by the Federal law On Joint-stock companies;  21


(13) in the time of preparation for the
General Meeting of shareholders, the right of free access to information
(materials) that should be made available to shareholder in his/her exercising
the rate to take part in the General Meeting of shareholders;  (14) the right to appeal to the court that a
major transaction or a party-related transaction, which has been entered into
by the Company in violation of the procedure established by the law, be
recognized invalid;  (15) the right to claim in the court against
a decision taken by the General Meeting of shareholders in violation of
provision of the law and this Charter (including any decision taken in
violation of Charter provisions concerning convening and holding annual and extraordinary
General Meetings of shareholders), in the case that the claimant didnt take
part in the General Meeting of shareholders or voted against such a decision,
and that such a decision violates his/her rights and legitimate interests;  (16) other rights, envisaged by the current
RF legislation.  23.3Shareholders
(shareholder), having at least 1% (one percent) of the voting shares of
the Company in aggregate shall also have the right to:  (1) request the Company to provide a list of
individuals entitled to take part in the General Meeting of shareholders, if
they are included in such a list;  (2) according to the procedure established by
the law, to put a claim against the Board of Directors, a member of the Board
and the President of the Company to reimburse the damages caused to the
Company.  23.4Shareholder(s) registered
in the system of register keeping and having more than 1% (one percent) of the
voting shares of the Company in aggregate shall also have the right to request
the Company Registrar to provide data from the Register of Company shareholders
on the names of share owners entered in the Register of the Company
shareholders and on the quantity, category and par value of the securities in
their possession.  23.5Shareholder(s) having
at least 2% (two percent) of the voting shares of the Company in
aggregate shall also have the right to:  (1) submit items to the agenda of the Annual
meeting of shareholders, as well as to propose candidates (including
self-nomination) for the Board of Directors of the Company, Audit Commission
and Election Committee of the Company, and propose a candidate for Auditor of
the Company;  (2) submit candidates (including
self-nomination) for the Board of Directors of the Company, if the proposed
agenda of an extraordinary General Meeting of shareholders includes an item on
election of the Board of Directors of the Company;  (3) according to the procedure established by
the law, to put a claim against the decision of the Board of Directors of the
Company to decline the inclusion of a certain item into the agenda of the
General Meeting of shareholders or of a certain candidate into the list of
candidates for election to a respective body of the Company, as well as against
the Board of Directors avoidance of taking a corresponding decision.  23.6At
the same time, Shareholder(s) having in aggregate at least 10% (ten
percent) of the voting shares of the Company, shall also be entitled to:  (1) request a convening of an extraordinary
General Meeting of shareholders on any of the issues within the Meetings terms
of reference;  (2) convene an extraordinary General Meeting
of shareholders in the case, where, by procedure established by the law and
this Charter, the Board of Directors failed to take a decision on convening or
decided against such meeting;  (3) put a claim, in the way stipulated by the
law, in the court against the Board of Directors of the Company for the refusal
to convene an extraordinary General Meeting of shareholders;  (4) demand a conduct of an interim inspection
(revision) of financial and economic activities of the Company by the Audit
Commission of the Company;  22


(5) demand an independent audit inspection of
activities of the Company.  23.7At
the same time, Shareholder(s) having in aggregate at least 25%
(twenty-five percent) of the voting shares of the Company, shall also be
entitled for a free access to the accounting documents and the minutes of
Companys Management meetings.  24.SHAREHOLDERS OBLIGATIONS  24.1The
obligations of shareholders are determined by the current laws and this
Charter. The shareholders of the Company are particularly obliged to:  (1) observe the provisions of this Charter,
follow the decisions of the General Meeting of shareholders and other internal
documents of the Company;  (2) timely, and following other terms and
procedures envisaged by the law, this Charter and internal documents of the
Company, make the payment for shares and other equity securities placed by the
Company;  (3) timely notify the Board of Directors of
the Company, Audit Commission and Auditor of the Company of the transactions
made by the Company and expected transactions, where they can be regarded as
concerned parties, as well as of legal entities, where they own independently
or jointly with an affiliated individual(s) 20% (twenty percent) of the
voting equities (shares) or more; and of legal entities, where they hold
positions in the management bodies.  (4) not to disclose confidential information
on Company activity.  24.2The
shareholders of the Company shall have no right to act on behalf of the Company
without special powers vested in accordance with procedure established by the
law.  PART V. REGULATORY BODIES OF THE COMPANY  25.THE STRUCTURE OF REGULATORY BODIES OF THE COMPANY  25.1The
Company shall be managed through regulatory bodies of the Company.  25.2The
regulatory bodies of the Company are the General Meeting of shareholders, the
Board of Directors, Management (collective executive body of the Company) and
the President (sole executive body of the Company).  25.3Additional
internal structural subdivisions (including counsels, committees, commissions)
may be established at the corresponding body of the Company.  26.GENERAL MEETING OF COMPANY
SHAREHOLDERS  26.1The
General Meeting of shareholders shall be the superior regulatory body of the
Company.  26.2The
General Meeting of shareholders shall perform its activity according to the
provisions of this Charter, internal documents of the Company approved by
decision of the General Meeting of shareholders, and the requirements of RF
legislation.  26.3General
Meeting of OJSC MTS Shareholders shall be held in Moscow.  26.4The
Company is obliged to conduct Annual (regular) General Meeting of shareholders.  26.5The
Annual General Meeting of shareholders shall consider issues related to the
election of the Board of Directors of the Company, Audit Commission of the
Company, approval of Auditor of the Company, issues referred to in sub-clause
27.1.19 of this Charter, and other issues within the terms of reference of the
General Meeting of shareholders.  26.6The
General Meetings of shareholders held in addition to annual meetings shall be
deemed extraordinary. An extraordinary General Meeting of shareholders may
decide on issues concerning an early termination of powers of the Board of
Directors members and concerning the election of the Board of Directors of the
Company, concerning an early  23


termination of powers of the Audit Commission members and concerning
the election of the Audit commission of the Company, approval of Auditor of the
Company, and other issues, stipulated by the current legislation.  27.TERMS OF REFERENCE OF GENERAL MEETING OF SHAREHOLDERS  27.1The
following matters are referred to the terms of reference of the General Meeting
of shareholders:  (1) modifications and additions to
this Charter (with exception of instances, when such a decision is referred to
the terms of reference of the Board of Directors of the Company), as well as
approval of a new version of the Charter of the Company;  ·decision shall
be made by qualified majority (three fourth) of shareholders votes  owners of
voting shares of the Company, who participate in the General Meeting of
shareholders  (2) reorganization of the Company;  ·the decision to
reorganize the Company into a noncommercial partnership shall be made only upon
proposal of the Board of Directors of the Company by unanimous decision of all
the shareholders of the Company;  ·the decisions to
reorganize the Company in other forms shall be made only upon proposal of the
Board of Directors of the Company by qualified majority (three fourth) of
shareholders votes  owners of voting shares of the Company, who participate in
the General Meeting of shareholders  (3) liquidation of the Company,
appointment of liquidation commission and approval of interim and ultimate
liquidation balance sheet;  ·decision shall
be made by qualified majority (three fourth) of shareholders votes  owners of
voting shares of the Company who participate in the General Meeting of
shareholders  (4) determination of number of
members of the Board of Directors of the Company, election of its members and
making decision concerning the early termination of powers of all members of
the Board of Directors, as well as making decision to pay reward and/or to set
a procedure for compensation of expenses to the members of the Board of
Directors of the Company during the period of execution of their obligations;  ·decision on
election of members of the Board of Directors shall be made by cumulative
voting. During the cumulative voting the number of votes that belong to each
shareholder is multiplied by the number of individuals to be elected in the
Board of Directors of the Company, and a shareholder has a right to give the
votes, received in such a manner, completely for one candidate or distribute
them among two or more candidates. The candidates who received the largest
number of votes are considered as elected to the Board of Directors of the
Company;  ·decision on all
other issues shall be made by simple majority (more than a half) of
shareholders votes  owners of voting shares of the Company who participate in
the General Meeting of shareholders  (5) determination of quantity, par
value and category (class) of authorized shares of the Company and the rights
granted by such shares;  ·decision shall
be made by qualified majority (three fourth) of shareholders votes  owners of
voting shares of the Company who participate in the General Meeting of shareholders)  (6) increase of charter capital of
the Company by augmenting the par value of Company shares;  ·decision shall
be made only upon proposal of the Board of Directors of the Company by simple
majority (more than a half) of shareholders votes  owners of  24


voting shares of the Company who participate
in the General Meeting of shareholders  (7) increase of charter capital of the
Company by placement of additional shares only among the shareholders of the
Company, in case of increase of charter capital of the Company at the cost of
its property;  ·(decision shall
be made only upon proposal of the Board of Directors of the Company by simple
majority (more than a half) of shareholders votes  owners of voting shares of
the Company who participate in the General Meeting of shareholders  (8) increase of charter capital of the
Company by placement of additional shares by limited subscription  ·decision shall
be made only upon proposal of the Board of Directors of the Company by
qualified majority (three fourth) of shareholders votes  owners of voting
shares of the Company who participate in the General Meeting of shareholders  (9) increase of charter capital of the
Company by placement of common shares by public subscription, constituting to
more than 25% (twenty-five percent) of previously placed common shares of the
Company;  ·decision shall
be made only upon proposal of the Board of Directors of the Company by
qualified majority (three fourth) of shareholders votes  owners of voting
shares of the Company who participate in the General Meeting of shareholders  (10) in the case if the Company receives a
voluntary or mandatory offer to acquire shares, as well as other equity
securities convertible into the shares of the Company  increase of charter
capital of the Company by placement of additional shares within the quantity
and categories (classes) of authorized shares, according to the procedure
stipulated by the law;  ·decision shall
be made by simple majority (more than a half) of shareholders votes  owners
of voting shares of the Company who participate in the General Meeting of
shareholders)  (11) decrease of charter capital of the
Company by reducing the par value of Company shares;  ·decision shall
be made only upon proposal of the Board of Directors of the Company by
qualified majority (three fourth) of shareholders votes  owners of voting
shares of the Company who participate in the General Meeting of shareholders  (12) decrease of charter capital of the
Company by acquisition by the Company of a part of the shares on purpose to
reduce their total quantity, as well as by redemption of acquired or bought out
shares of the Company;  ·decision shall
be made upon proposal of the Board of Directors of the Company by simple
majority (more than a half) of shareholders votes  owners of voting shares of
the Company who participate in the General Meeting of shareholders  (13) placement of equity securities
convertible into the common shares of the Company by private subscription;  ·decision shall
be made only upon proposal of the Board of Directors of the Company by
qualified majority (three fourth) of shareholders votes  owners of voting
shares of the Company who participate in the General Meeting of shareholders  25


(14) placement of equity securities
convertible into the common shares of the Company by public subscription, in
the case of placement of equity securities convertible into the common shares
of the Company, constituting more than 25% (twenty-five percent) of previously
placed common shares of the Company;  ·decision shall
be made only upon proposal of the Board of Directors of the Company by
qualified majority (three fourth) of shareholders votes  owners of voting
shares of the Company who participate in the General Meeting of shareholders  (15) placement of securities convertible into
shares, including options of the Company, in the case if the Company receives a
voluntary or mandatory offer to acquire shares, as well as other equity
securities convertible into the shares of the Company, according to the procedure,
stipulated by the law;  ·decision shall
be made by simple majority (more than a half) of shareholders votes  owners
of voting shares of the Company who participate in the General Meeting of
shareholders  (16) determination of quantitative
composition of the Audit Commission of the Company, election of its members and
making decision concerning an early termination of powers of all members of
Audit Commission, as well as making decision to pay reward and/or to set a
procedure for compensation of expenses to the members of the Audit Commission
of the Company during the period of execution of their duties;  ·decision of
election of members of Audit Commission shall be made by simple majority (more
than a half) of the shareholders votes  owners of voting shares of the
Company, except for those are members of the Board of Directors or individuals,
holding positions in regulatory bodies of the Company, participating in the
General Meeting of shareholders;  ·decisions on the
rest of the issues shall be made by simple majority (more than a half) of
shareholders votes  owners of voting shares of the Company who participate in
the General Meeting of shareholders.  (17)  appointment of the Auditor for Company;  ·decision is made
by a simple majority (more than a half) of shareholders votes  owners of
voting shares of the Company who participate in the General Meeting of
shareholders  (18) dividend payment (declaration) based on
the results of the first quarter, half- year, nine months of a fiscal year;  ·decision is made
by a simple majority (more than a half) of shareholders votes  owners of
voting shares of the Company who participate in the General Meeting of
shareholders  (19) approval of annual reports, annual
accounting statement, including Income and Loss statements (Income and Loss
accounts) of the Company, as well as profit distribution (including dividend
payment (declaration)), except for the profit distributed as dividends based on
the results of the first quarter, half-year, nine months of a fiscal year and
losses of the Company according to the results of a fiscal year;  ·decision is made
by a simple majority (more than a half) of shareholders votes  owners of
voting shares of the Company who participate in the General Meeting of
shareholders  (20) determination of the General Meeting of
shareholders conduct procedures;  ·decision is made
by a simple majority (more than a half) of shareholders votes  owners of
voting shares of the Company who participate in the General Meeting of
shareholders  26


(21) determination of quantitative
composition by procedure stipulated in the law and in this Charter of the
Election Committee, electing members of the Election Committee and early
termination of their power;  ·decision is made
by a simple majority (more than a half) of shareholders votes  owners of
voting shares of the Company who participate in the General Meeting of
shareholders  (22) consolidation and splitting of shares;  ·decision is made
only upon proposal of the Board of Directors of the Company by a simple
majority (more than a half) of shareholders votes  owners of voting shares of
the Company who participate in the General Meeting of shareholders  (23) approval of party-related transactions
by procedure stipulated in the law and in this Charter, when the subject of a
transaction or of several interrelated transactions is a property whose value
according to the Companys books (offer price of the acquired) is equal to 2%
(two percent) or more of the Companys assets book cost according to its
accounting statement at the last reporting date, except for transactions
referred to in subparagraphs 27.1.24. and 27.1.25. of this Charter;  (24) approval of party-related transactions,
by procedure stipulated in the law and in this Charter, when the subject of a
transaction or of several interrelated transactions is a placement by
subscription or by sale of the shares in value exceeding 2% (two percent) of
previously placed Company common shares and common shares, to which the
previously placed securities and equity securities may be converted;  (25) approval of party-related transactions,
by procedure stipulated in the law and in this Charter, when the subject of a
transaction or of several interrelated transactions is a placement by
subscription of the shares in value exceeding 2% (two percent) of previously
placed Company common shares and common shares, to which the previously placed
securities and equity securities may be converted;  (26) approval of party-related transactions,
by procedure stipulated in the law and in this Charter, if the number of
non-concerned directors, at the time of taking a decision on the party-related
transaction at the Board of Directors meeting in all cases other than those
stipulated in subparagraphs 27.1.2327.1.25. of this item of the Charter, is
less than a quorum set forth by this Charter for holding a meeting of the Board
of Directors, and the relevant issue has been referred by the Board of
Directors for decision at the General Meeting of shareholders;  (27) approval of party-related transactions,
by procedure stipulated in the law and in this Charter, if all members of the
Board of Directors of the Company, at the time of taking a decision on the
party-related transaction at the Board of Directors meeting in all cases other
than those stipulated in subparagraphs 27.1.2327.1.25. of this item of the
Charter, have been recognized as concerned persons and/or are not independent
directors, and the relevant issue has been referred by the Board of Directors
for decision at the General Meeting of shareholders;  (28) if the Company receives voluntary or
compulsory offer to purchase shares, as well as any other equity securities,
convertible into shares of the Company, the General Meeting of shareholders
approves party-related transactions by procedure defined provided by law;  ·decisions on
approval of party-related transactions in all above stated cases shall be taken
only upon proposal of the Board of Directors of the Company by a simple
majority (more than a half) of votes of all non-concerned shareholders having
voting shares of the Company  (29) approval of major transactions, in the
case, when the subjects of the transaction is a property of a value of more
than 50% (fifty percent) of Companys assets book cost defined according to its
accounting statement on the last reporting date;  ·decision is made
only upon proposal of the Board of Directors of the Company by a special
majority (three quarters) of shareholders votes  owners of voting shares of
the Company who participate in the General Meeting of shareholders  27


(30) approval of major transactions, by
procedure stipulated in the law and in this Charter, in the case, when
unanimity of members of the Board of Directors of the Company with respect to
the approval of such major transaction, as requested by subparagraph 31.2.19 of
this Charter, has not been achieved, and the relevant issue has been referred
by the Board of Directors for decision at the General Meeting of shareholders;  ·decision is made
only upon proposal of the Board of Directors of the Company by a simple
majority (more than a half) of shareholders votes  owners of voting shares of
the Company who participate in the General Meeting of shareholders  (31) making a decision on participation in
financial and industrial groups, associations and other unions of commercial
organizations;  ·decision is made
only upon proposal of the Board of Directors of the Company by a simple
majority (more than a half) of shareholders votes  owners of voting shares of
the Company who participate in the General Meeting of shareholders  (32) approval of internal documents that
regulate Companys bodies activities;  ·decision is made
only upon proposal of the Board of Directors of the Company by a simple
majority (more than a half) of shareholders votes  owners of voting shares of
the Company who participate in the General Meeting of shareholders  (33) transferring powers of the sole
executive body of the Company by agreement to a commercial organization
(managing organization) or to an individual entrepreneur (manager), as well as
making a decision on early termination of powers of such Managing organization
or Manager;  ·decision is made
only upon proposal of the Board of Directors of the Company by a simple
majority (more than a half) of shareholders votes  owners of voting shares of
the Company who participate in the General Meeting of shareholders  (34) if the Company receives a voluntary or
compulsory offer to acquire shares, as well as any other equity securities
convertible into shares of the Company, approval of such transaction or several
interrelated transactions connected with the acquisition, alienation or an
opportunity of alienation by the Company, in direct or indirect way, of any
property in value of 10 or more percent of Companys assets book cost, defined
according to its accounting statement on the last reporting date, unless such
transactions are entered into in line with the regular business activities of
the Company or have been made before the Company has received such voluntary or
compulsory offering;  ·decision shall
be made by simple majority (more than a half) of shareholders votes  owners
of voting shares of the Company who participate in the General Meeting of
shareholders  (35) in the case where the Company receives a
voluntary or compulsory offer to acquire shares, as well as any other equity
securities convertible into shares of the Company, taking a decision on raising
the reward for persons occupying positions in the Company managing organs, on
setting terms for terminating their powers and on increase of compensations
paid to such persons in the case of termination of their powers;  ·decision shall
be made by simple majority (more than a half) of shareholders votes  owners
of voting shares of the Company who participate in the General Meeting of
shareholders  (36) in the case where the Company receives a
voluntary or compulsory offer to acquire shares, as well as any other equity
securities convertible into shares of the Company, approval of Companys
acquiring these outstanding shares;  ·decision shall
be made by simple majority (more than a half) of shareholders votes  owners
of voting shares of the Company who participate in the General Meeting of
shareholders  28


(37) Other issues stipulated by law and by
this Charter.  27.2Issues
referred to the terms of reference of the General Meeting of shareholders, may
not be referred for decision by the Board of Directors of the Company or by an
executive body of the Company.  27.3General
Meeting of shareholders shall not be entitled to consider issues not related to
its terms of reference and to take decisions on these issues.  27.4General
Meeting of shareholders shall not be entitled to take decisions on issues not
included in the agenda of the meeting, as well as to modify the agenda.  28.PREPARATION AND CALLING OF GENERAL MEETING OF SHAREHOLDERS  28.1Annual
General Meeting of shareholders shall be held not earlier than 2 (two) months
and not later than 6 (six) months after the end of the fiscal year. Annual
General Meeting of shareholders shall be convened by the Company Board of
Directors. Date of Annual Meeting of shareholders shall be defined by the
Company Board of Directors.  28.2Extraordinary
General Meeting of shareholders shall be held following a decision of the
Companys Board of Directors on its own initiative, by the request of the Audit
Commission of the Company, Auditor of the Company, as well as of shareholders
(shareholder), who own at least 10% (ten percent) of voting shares of the
Company in aggregate on the date of the demand. An extraordinary General
Meeting of shareholders is called by the Board of Directors of the Company.  28.3The
request for convening an annual General Meeting of shareholders shall contain
the wording of the items to be included in the meeting agenda. The request for
an extraordinary Meeting may contain the wording of draft decisions on each of
the items under consideration, as well as the proposal on the form of the
meeting conduct.  28.4Board
of Directors decision that initiates the calling of extraordinary meeting of
Shareholders shall be adopted by a simple majority of votes of members of the
Board of Directors present at the meeting. This decision shall include the
approval: (1) of the wording of agenda items; (2) of the form of
holding the meeting. Minutes of the Board of Director meeting where such
decision has been taken shall contain the names of the Board members who voted
for the decision, against it or abstained.  28.5A
request of the Audit Commission of the Company to call an extraordinary General
Meeting shall be adopted by a simple majority of votes of the members of the
Audit Commission present at its meeting and be sent to the Board of Directors.
Said request shall be signed by the members of the Audit Commission who voted
in favor of its adoption.  28.6A
request by the External Auditor initiating the calling of an extraordinary
General Meeting shall be signed by him/her and sent to the Board of Directors.  28.7Shareholders
owning in aggregate at least 10 percent of the voting shares of the Company who
initiate the calling of an extraordinary General Meeting of Shareholders shall
send to the Board of Directors a written request specifying, in addition to the
information indicated in clause 28.3, the following information: (1) the
names of the Shareholders, (2) and information about the voting shares
owned by them. Such request shall be signed by the Shareholder or its agent. If
the request is signed by an agent, his/her power of attorney shall be attached.
If the request is signed by a representative of the legal entity who acts on its
behalf by proxy, the power of attorney shall be attached to the request.  28.8A
request of initiators of calling an extraordinary General Meeting shall be
submitted in writing by a registered letter to the Companys address with
delivery confirmation or shall be delivered to the secretary of the Company
Board of Directors against the secretary  29


signature or be delivered to the Company expedition office or any other
department empowered to receive letter correspondence addressed to the Company.  28.9 Within 5 days of the date of submission
of such request, the Board of Directors shall adopt a decision in favor or
against the calling of an extraordinary General Meeting. Either decision of the
Board shall be brought to meeting initiators notice within three days upon its
taking.  28.10 The list
of persons, who are entitled to take part in the General Meeting of
shareholders, is made relying on the data of the Companys Shareholders
Register on a certain date, set by the Board of Directors of the Company in
compliance with requirements of the applicable laws and of this Charter.  28.11 Upon
Registrars reception of the Board of Directors instruction on preparing the
list of persons entitled to take part in the extraordinary meeting of
shareholders as well as of an identical request from the shareholder who owns
at least 10 percent of Company voting shares, or Company Auditing Commissions
request for making such a list, the Company registrar shall notify the Board of
the fact of such requests coming in within three days of the request delivery
so that a confirmation can be gotten that the Board of Directors will be
considering the request to convene extraordinary General Meeting of
shareholders.  28.12 Request
of the shareholder who owns at least 10 percent of voting shares for preparing
the list shall be signed by the shareholder or its proxy (representative). If
the request is signed by proxy (representative), a respective power of attorney
shall be attached. The request shall be submitted in writing by a registered
letter to the Companys address with delivery confirmation or shall be
delivered to the secretary of the Company Board of Directors against the
secretary signature or be delivered to the Company expedition office or any
other department empowered to receive letter correspondence addressed to the
Company.  28.13 Board of Directors while preparing a General Meeting shall
define:  ·form for the conduct of meeting
(joint attendance or absentee voting)  ·the date, place,
and time of the meeting and/or final date of Companys accepting voting ballots
and the mailing address, which the filled ballots shall be sent to  ·the date, place,
and start time of registration of meeting participants for a joint attendance
meeting  ·final date when
the list of persons entitled to take part in the General Meeting must be
compiled  ·General Meeting agenda  ·the way in which Shareholders should
be notified of the General Meeting of Shareholders  ·list of information
(materials) to be handed to the persons entitled to take part in the meeting of
shareholders and procedure for delivery of such materials.  ·form and text of the voting ballots.  28.14 Annual
General Meeting of shareholders agenda shall include items for the election of
the Board of Directors, Audit Commission, approval of the Auditor, as well as
items for approval of annual reports, annual or accounting statement, Companys
profits and losses distribution.  28.15 Board of
Directors of the company shall not entitled to amend wordings of items
suggested for the inclusion into the agenda of the General Meeting of
shareholders, and wordings of decisions on such items.  30


28.16 Voting at the General Meeting of shareholders
shall be carried out by voting ballots. If the Meeting is held in form of joint
attendance, the voting ballot shall be sent by registered letter or by
messenger or handed in to each person or its representative, entered in the
list of persons, who are entitled to take part in the General Meeting of
shareholders. Should the General Meeting be held in form of absentee voting or
in any other instances stipulated by the law or by this Charter, the voting ballot
shall be sent by registered mail or by messenger or delivered by hand against
the signature to each person included in the list of persons entitled to take
part in the General Meeting of shareholders not later than 20 days before the
convening date. Those shareholders shall be deemed to have taken part in the
General Meeting of shareholders in form of joint attendance, who have
registered for participation in such a meeting, as well as shareholders whose
ballots have been received at least two days before the convening date. Those
shareholders shall be deemed to have taken part in the General Meeting of
shareholders in form of absentee voting, whose ballots have been received
before the final date of accepting ballots.  28.17 Notification of the General Meeting of
shareholders convening shall be sent to shareholders included in the list o
persons entitled to take part in the General Meeting of shareholders at least
30 days before the convening date, unless otherwise specified by the law, by
circulating the notice text by registered mail at the addresses referred to in
the list of persons entitled to take part in the General Meeting, or delivered
messenger to those persons against their signature.  The
notice text on holding the General Meeting shall be published also in mass
media (newspapers Rossiyskaya Gazeta and Vedomosty) according to the timeframe
set forth for sending such a notice. The date of shareholders notification of
the General Meeting shall be defined by the mailing date, by the publication date,
or by hand delivery date.  Wording
of the notice of the Meeting convening may, by Board decision, sent also in
electronic form to those Company shareholders who left their electronic
addresses with the Company of Registrar.  28.18 If a person registered in the Register of
Shareholders of the Company is a nominee holder of shares, the notice of a
General Meeting shall be sent to the nominee holder of shares, unless other
mailing address is indicated in the list of persons entitled to take part in
the General Meeting of shareholders.  28.19 Additional requirements to General Meeting
convening and holding procedure are stipulated by the RF laws and Companys
internal documents.  28.20 The list of information and materials
concerning the Meeting agenda to be provided to shareholders and the way to
provide such materials are defined by requirements of the RF law. By the Board
decision, the information that should be made available for persons entitled to
take part in the General Meeting of shareholders, unless it is confidential or
proprietary, may be partially or fully disclosed on the Company site in
Internet.  28.21 Proposals on entering items to the annual
General Meeting agenda and proposals on offering candidates for Company bodies
elected by General Meeting may be put by Company shareholders who own at least
2 percent of voting shares within 100 days of the fiscal year termination.
Proposal on the agenda and candidates to Company bodies shall be sent to the
Company address by registered mail with delivery confirmation or handed in to
Company secretary or be delivered to the Company expedition office or any other
department empowered to receive letter correspondence addressed to the Company.  29. HOLDING OF GENERAL MEETING OF SHAREHOLDERS  29.1 Decisions of the General Meeting of
shareholders may be taken by holding a meeting (joint attendance of company
shareholders for discussion on agenda items and adopting decisions on issues
put to vote).  31


29.2 Decision of the General Meeting of shareholders
may also be taken without holding a meeting, by way of absentee voting.  29.3 The general Meeting of shareholders whose
agenda includes such issues as election of the Board of Directors, Auditing
Commission of the Company, approval of the Company Auditor as well as issues
referred to in 27.1.19 of this Charter may not be held in form of absentee
voting.  29.4 the following persons can participate in the
General Meeting of shareholders: those included in the list of persons, who are
entitled to take part in the General Meeting of shareholders, persons, to whom
the property rights for the shares of above said persons have been transferred
by way of legal succession or reorganization, or their representatives acting
by proxy to vote or by the law. If a General Meeting of shareholders is held in
form of joint attendance, persons from the list of those entitled to take part
in the General Meeting of shareholders (or their representatives), shall be
entitled to take part in such a meeting or to mail the filled voting ballots to
the Company.  29.5 Registration of persons, who take part in the
General Meeting of shareholders, held as a join attendance meeting, shall be
carried out by the Election Commission of the Company. The Election Commission
shall be elected by the General Meeting and include at least three persons. If
Election Commission has not been established, its functions shall be performed
by the Secretary of by the Board of Directors of the Company or by any other
person designated by the Board. Functions of the Election Commission may be
performed by the Registrar of the Company. In the case where the number of
shareholder owing voting shares exceeds 500, the Election Commissions
functions shall be performed by the Company Registrar. The Election Commission
in performing its duties shall be an independent permanent body of the General
Meeting of shareholders. Its functions shall be to: (1) verify powers of
persons who register for participation in the General Meeting of Shareholders, (2) verify
power of attorney of shareholder representatives for compliance with the RF
law, (3) keep records of powers of attorney and the rights granted
thereby, reflecting these in a corresponding journal, (4) hand out and
send voting ballots and other information (materials) for the General Meeting
and maintain a journal of issued (sent) ballots, (5) determine a quorum of
the General Meeting of Shareholders, (6) count votes and tally voting
results, (7) perform other functions stipulated by the RF laws, by Company
internal documents relative to the Election Commission activity or by an
agreement between the Company and person acting as Election Commissions.  29.6 Transfer of rights (powers) to a representative
who is entitled to take part in General Meeting of shareholders shall be in
form of a power of attorney issued following the requirements of current laws.
Shareholder may at any time replace his/her representative and personally
exercise the rights granted by the share, by canceling the power of attorney in
way prescribed by the law. In the cases where the share is a subject of
fractional ownership of several persons, the voting right at the General
Meeting of shareholder shall be given, at their decision, to one of the participants
of such fractional ownership or to their common representative. Power of each
of such persons shall be duly formalized.  29.7 General Meeting of shareholders, held in form
of joint attendance is declared open if by the time of its holding there is a quorum
with respect to at least one issue on the agenda of this General Meeting.
Registration of persons entitled to take part in the General Meeting of
shareholders, who failed to register before the opening of the Meeting, shall
continue until the discussion has been completed of the last agenda item of the
General Meeting for which a quorum is available.  29.8 If agenda of the General Meeting of
shareholders includes items to be voted upon by different membership of voters,
a quorum necessary to take decisions on these items shall be defined separately
for each such item. If there is no quorum allowing decisions to be  32


taken
on the items that require a certain composition of voters, it shall not impede
the adoption of decisions to be voted upon by a different composition of voters
if a quorum is sufficient for taking such decisions.  29.9 Quorum of the General Meeting of shareholders
is defined depending on the composition of voters audience with respect to the
agenda items of the General Meeting of shareholders.  29.10 All shareholders  owners of common shares of
the Company shall be deemed as those who vote on any item included in agenda of
the General Meeting of shareholders, except for the following items:  ·approval of party-related
transactions (subparagraphs 27.1.23.  27.1.28 of this Charter); not included
in the number of voters are the shareholders of the Company, who, in the way
prescribed by the law, are recognized as a related party with respect to such
transaction made by the Company;  ·electing members of the
Audit Commission of the Company; not included in the number of voters are the
shareholders of the Company, who are members of the Board of Directors, and
persons, who occupy positions in the Company managing bodies.  29.11 Quorum of the General Meeting of shareholders
in the case of a vote taken on the issue of reorganizing the Company in a
non-commercial partnership shall be as high as 100% (one hundred percent) of
the membership, voting on this issue. Quorum of the General Meeting of
shareholders on any other issue included in the agenda of the General Meeting
of shareholders, is defined as a simple majority (more than a half) of
shareholders votes  those who owns shares of the Company, voting on the
relevant issue.  29.12 If quorum is satisfied, then the number of
votes, necessary to take a corresponding decision at the General Meeting of
shareholders, stated in paragraph 26.1. of this Charter, is defined according
to the total number of shareholders votes  those who possess voting shares of
the Company and take part in the General Meeting of shareholders, except for
voting the issue of reorganizing the Company in non-commercial partnership and
the approval of party-related transaction (subparagraphs 26.1.23.  26.1.28. of
this Charter). In the above stated cases the number of votes, required to make
a corresponding decision at the General Meeting of shareholders, is defined
according to the total number of shareholders votes  those who possess voting
shares of the Company, included in the number of voters on the relevant issue.  29.13 If at the assigned beginning of the General
Meeting of shareholders quorum is not satisfied for all issues, included in
agenda Of the General Meeting, opening General Meeting of shareholders may be
postponed to the later time, but not later than 2 (two) hours  29.14 If there is no quorum to hold the annual
General Meeting of shareholders, then the second General Meeting of
shareholders with the same agenda shall be held. If there is no quorum to hold
the extraordinary General Meeting of shareholders the second General Meeting of
shareholders with the same agenda shall be held.  29.15 The second General Meeting of shareholders is
law competent (has quorum), if it is attended by shareholders, who possess not
less than 30 percent of votes of companys outstanding voting shares in
aggregate.  29.16 For convening a second General Meeting of
shareholders called instead of the meeting that failed to take place the way to
convene such a meeting is defined following the provisions of Article 28
of the Charter. Sending notification of the second meeting is made according to
28.17 and 28.18 of this Charter. Sending ballots for voting at the second
meeting shall follow the rules of applicable laws of Russian Federation.  33


29.17 If the second General Meeting of shareholders
is held less then in 40 days after the postponed General Meeting of
shareholders, persons, who are entitled to take part in the General Meeting of
shareholders, are defined according to the list of persons, who were entitled
to take part in the postponed General Meeting of shareholders.  29.18 Voting at the General Meeting of shareholders
is held according to the concept «one voting share of the Company  one vote»,
except for holding cumulative voting in case, stipulated by law and this
Charter.  29.19 Voting on all agenda items at a General
Meeting of Shareholders shall be conducted only by voting ballots. The Board of
Directors shall approve the ballot form and wording. The Board shall have a
separate ballot approved for each agenda item.  29.20 A voting ballot shall be deemed invalid with
respect to the agenda item specified thereon in the event that:  (1)     there are corrections to
ballots original data;  (2)     there are discrepancies
between the ballot submitted to the Election Committee and the text and the
form of the ballot approved by the Companys Board of Directors;  (3)     more than one voting option
is left; unless the vote is taken in accordance with instructions of persons
who had acquired the shares after the date of making up a list of persons
entitled to participate in the General Meeting of Shareholders, or in
compliance with instructions of the owners of depositary securities.  (4)     no voting option is left
in the ballot;  (5)     all voting options have
been crossed out;  (6)     the ballot has no
Shareholders signature;  (7)     the Company, after having
received voting ballots signed by a representative acting by proxy, was
notified, not later than two (2) days prior to the date of the General
Meeting of Shareholders, that this representative has been replaced (recalled);  (8)     in the course of counting
the votes, two or more filled voting ballots of one person have been discovered
where for the same item of the agenda of the General Meeting of Shareholders
the voter has left different voting options. This rule shall not cover the
ballots signed by a person who had issued a proxy for voting with respect to
shares that have been transferred after the date of making up a list of persons
entitled to participate in the General Meeting of Shareholders, and/or persons
acting on the basis of such proxy, where in the boxes used for the indicating a
number of votes given for each voting option the number of votes cast for the
respective option is indicated and appropriate marks are present as stipulated
by the normative acts of the Russian Federation;  (9)     the ballot for voting on
the issue of election of members of the Companys Audit Commission or members
of the Election Committee has the in favor box left for more candidates than
the number of persons that should be elected to the respective body of the
Company. This rule shall not cover voting ballots that have been signed by
a person voting on shares that have been transferred after the date of making
up a list of persons entitled to participate in the General Meeting of
Shareholders, in accordance with instructions received from the persons who
acquired such shares, and/or a person voting on shares circulating outside the
Russian Federation in the form of depositary securities, and that contain
appropriate marks stipulated by the normative acts of the Russian Federation;  (10)   the ballot has the votes in
favor left for alternative versions of decision;  (11)   in the course of cumulative
voting, a Shareholder has distributed between the candidates to the Board of
Directors a number of votes that exceeds the numbers of votes he have had at
his disposal.  (12)   the ballots were submitted
to Election Committee after the time when the counting of votes was started.  29.21 Additional requirements to the conduct of a
General Meeting of shareholders are set forth in the RF laws and by the Companys
internal Regulations.  34


30.DOCUMENTS OF THE GENERAL MEETING OF THE COMPANYS
SHAREHOLDERS  30.1 According to results of voting the Election
Committee executes the Minutes of results of the voting, which is signed by
members of the Election Committee or by a person, who performs its functions.
The Minutes of results of the voting is executed not later than in 15 (fifteen)
days after the General Meeting of shareholders is closed or after the day, when
the voting papers cease to be accepted any more, if the General Meeting of
shareholders is held as distant voting.  30.2 Decisions, made at the General Meeting of
shareholders, as well as results of voting are disclosed at the General Meeting
of shareholders, during which the voting was held, or delivered not later than
in 10 (ten) days after the Minutes of results of the voting is executed if the
form of the Report on results of the voting to persons, included in the list of
persons, who are entitled to take part in the General Meeting of shareholders,
in order, stipulated for notification about the General Meeting of
shareholders. The Report on results of the voting at the General Meeting of
shareholders is signed by a person, presiding at the General Meeting of
shareholders and By the Corporate Secretary. Results of voting on electing the
Board of Directors and the Audit Commission of the Company are to be disclosed
at the General Meeting of shareholders and take effect since they are
disclosed.  30.3 Chairman of the General Meeting of shareholders
shall be elected by majority of votes of shareholders present at the meeting.
The chairman shall perform the following functions: (1) conducts the
General Meeting, (2) enforce compliance with the regulations, (3) signs
the minutes of the General Meeting of shareholders.  30.4
Report on voting results shall be attached to the minutes of the General
Meeting.  30.5 The Minutes of the General Meeting of
shareholders (in two copies) shall be executed within 15 (fifteen) days of the
General Meeting of shareholders closure. Both copies are signed by Meeting
chairman and by a secretary of the General Meeting of shareholders/  30.6 After the Report on results of the voting is
executed and the Minutes of the General Meeting of shareholders are signed, the
voting papers are sealed up by the Election Commission and handed over for
storage in the Company archives.  30.7 Additional requirements to the form and the way
of presenting documents of the General Meeting of shareholders of the Company
are set forth by the RF laws and internal documents of the Company.  31. BOARD OF DIRECTORS OF THE COMPANY  31.1 Board of Directors of the company manages
activities of the Company more generally, except for solving questions,
referred by law and by this Charter to the terms of reference of the General
Meeting of shareholders.  31.2 Only individual person is allowed to be a
member of the Board of Directors of the Company. Persons, elected in the Board
of Directors of the Company, may be reelected unlimited number of times. A
member of the Board of Directors of the Company may be not a shareholder of the
Company.  31.3 A person, who performs functions of the
President of the Company, is not allowed to be the Chairman of the Board of
Directors of the Company simultaneously.  31.4 Members of the Board of Directors of the
Company are elected by the General Meeting of shareholders in order, stipulated
by law and in this Charter, for the term up to the next annual General Meeting
of shareholders. If annual General Meeting of shareholders was not held in at a
stated time, powers of the Board of Directors of the Company cease to be  35


effective,
except for powers to prepare, call and hold the annual General Meeting of
shareholders.  31.5 Number of members of the Board of Directors of
the Company is defined by the decision of the General Meeting of shareholders
and may not be less than 7 (seven). Until a decision is taken setting other
number of members, the shareholders, while submitting candidates for the Board
positions shall be guided by the existing number of Directors in the Company as
defined by General Meeting decision by the time of such submission.  31.6 Organization and managing work of the Board of
Directors are performed by the Chairman of the Board of Directors of the
Company. The Chairman of the Board of Directors presides at the meetings of the
Board of Directors of the Company and ensures that minutes be taken at the
meetings.  31.7 The Chairman of the Board of Directors and one
deputy chairman shall be elected by members of the Board of Directors out of
their membership by a simple majority of votes, present at the Board of
Directors of the Company. The Board of Directors of the company is entitled to
reelect at any time the Chairman of the Board of Directors and his deputy by a
simple majority of votes from the total votes of the Board of Directors of the
Company.  31.8 The Board of Directors shall adopt decisions
and organize work in accordance with the Board of Directors regulations
approved by General Meeting of Shareholders.  31.9 The Board of Directors members shall act in
interests of the Company, conscientiously and reasonably exercise their rights
and obligations in relation to the Company.  31.10 The Board of Directors of the Company shall
annually report on its activity to General Meeting of Shareholders.  31.11 Duties of the members of the Companys Board
of Directors shall be defined by applicable laws, by this Charter and by
internal documents of the Company. Members of the Board of Directors shall, in
particular:  (1)   comply with requirements of
this Charter and decisions General Meeting of shareholders of the Company;  (2)   timely provide the Company
with their personal data and data about their affiliated persons and notify of
any changes of these data by procedure stipulated by law;  (3)   timely inform the Board of
Directors of the Company, the Audit Commission of the Company and the Auditor
of the Company about transactions made the Company and/or anticipated
transactions, for which they may be recognized as a related party, as well as
about legal entities, in which they have (personally or jointly with their
affiliated persons) 20% (twenty percent) or more of voting shares (equities),
and about legal entities where they occupy positions in management bodies.  31.12 By the General Meeting of shareholders
decision, members of the Board of Directors of the Company shall, in the period
of performing their duties, receive remuneration and reimbursement of their
expenses connected with performing their functions as members of the Board of
Directors of the Company. Amounts of such remunerations and reimbursements
shall be set by the General Meeting of shareholders decision. Responsibility of
the members of the Board of Directors during the performance of their duties
may be insured if the Company managing bodies so decide.  32. TERMS OF REFERENCE OF BOARD OF DIRECTORS OF THE COMPANY  32.1 In order to maintain a stable financial status
and competitiveness of the Company, the Board of Directors shall establish an
effective organizational structure and a management system for the Company,
develop basic strategic and tactical goals, and enforce their implementation by
the Company.  36


32.2 Terms of reference of the Board of Directors of
the Company shall include the following issues:  (1) identifying priority directions of Company activity,
defining development strategy of the Company, working out the Company investment
policy, defining new types of the Company activity, approving the annual
budgets (finance plans) of the Company, examining the principal directions of
activity and development strategy of subsidiaries and affiliated companies;  ·decision is
taken by a simple majority (more than a half) of votes of those who take part
in the meeting of the Board of Directors  (2) approving the Company organizational structure in
the form of a list showing all Company structural subdivisions directly
reporting to the President (blocks, business units, other subdivisions having
the status equal to them);  ·decision is
taken by a simple majority (more than a half) of votes of those who take part
in the meeting of the Board of Directors  (3) examining results of financial and economic activity
of the Company and its subsidiaries and affiliated companies; preliminary
examination of annual reports and annual accounting statements of the Company;  ·decision is
taken by a simple majority (more than a half) of votes of those who take part
in the meeting of the Board of Directors  (4) calling annual and extraordinary General Meetings of
shareholders, except for cases, stipulated in 23.6.2 of this Charter;  ·decision is
taken by a simple majority (more than a half) of votes of those who take part
in the meeting of the Board of Directors  (5) approval of the agenda of the General Meeting of
shareholders;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (6) setting the final date for closing the list of
persons, who are entitled to take part in the General Meeting of shareholders,
and resolving other issues, connected with preparation and holding of the
General Meeting of shareholders and meetings of the Board of Directors and
referred to terms of reference of the Board of Directors of the Company by the
applicable laws and by this Charter;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (7) placing bonds and other equity securities by the
Company (including equity securities convertible into Company shares), except
for cases when the adoption of relevant decision is within the General Meetings
terms of reference;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (8) defining, in cases, stipulated by law, the price
(pecuniary valuation) of the property subject to transactions effected by the
Company, as well as placement and redemption price of equity securities of the
Company;  ·decision is made by a simple
majority (more than a half) of votes of those who take part in the meeting of
the Board of Directors. If a related party with respect to one or several
transactions when the price (pecuniary value) of the property is defined by the
Board of Directors of the company, is a Board member (or Overseeing Board
member), the price of the property shall be defined by the decision of Board
members (or Overseeing Board members) who are not a related party with respect
to such transaction  37


(9) purchasing shares, bonds and other securities paced
by the Company in cases and by procedure stipulated by laws of the Russian
Federation, except for the cases, where such a purchase is connected with
decrease of the charter capital of the Company;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (10) appointing the President of the Company; defining
the number of members of theBoard of Directors, electing its members; approving terms of engagement
agreements with the President and members of the Management of the Company;
early termination of power the President of the Company and members of the
Management of the Company;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (11) recommendations to the General Meeting of shareholders
on the value of reward to be paid and/or on procedure of compensating expenses
for members of the Audit Commission of the Company, as well as evaluating the
payment for the Company Auditors services;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (12) recommendations to the General Meeting of shareholders
concerning amount of dividend on share and procedure for paying dividends;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (13) use of a reserve fund and other funds of the Company, as
well as approval of internal documents guiding the way of setting up and using
the funds of the Company;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (14) approval of internal documents of the Company, except
for internal documents, approval of which is within the terms of reference of
the General Meeting of shareholders of the Company, Management of the Company
and the President of the Company, regulating business principles of the Company
in the following fields: strategy, investments, new types of Company activity,
human resource management policy and personnel motivation and loyalty insurance
system; corporate management;  ·decision is
taken by a simple majority (more than a half) of votes of those who take part
in the meeting of the Board of Directors  (15)approval of a Corporate Code of Ethics;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (16) establishing subsidiaries and opening representative
offices of the Company, as well as deciding on their closing; approval of
Regulations on subsidiaries and representative offices, as well as taking
decisions on amending the Charter in connection with establishment of
subsidiaries and representative offices of the Company and their liquidation;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (17) approving major transactions involving the property
valued at 25% (twenty five percent) to 50% (fifty percent) of the Companys
assets book cost, defined according to its accounting statement on the last
reporting date, as well as approving transactions, connected with alienation or
an opportunity of alienation of real estate property, which costs more than 10%
(ten percent) of the Companys assets book cost;  ·a decision to approve major
transactions, stated in this subparagraph, is taken unanimously by all members
of the Board of Directors with exception of retired members of the Board of
Directors  38


(18) approval by procedure stipulated by law, of
party-related transactions, except for the cases where the adoption of relevant
decision is within the terms of reference of the General Meeting of
shareholders of the Company in compliance with subparagraphs 27.1.23. 
27.1.28. of this Charter;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors, but are not a related party  (19) approval of the Company registrar and terms of his
assignment, as well as terminating the assignment;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (20) approval of candidature of Managing organization
(Manager) and terms of respective agreement, so that the issue of transferring
powers of the sole executive body of the Company to such Managing organization
(Manager) be included in the agenda of the General Meeting of shareholders of
the Company;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (21) temporary suspension of powers of Managing organization
(Manager), simultaneously with taking a decisions on establishment of the
provisional sole executive body of the Company and on holding an extraordinary
General Meeting of shareholders to solve the issue of an early termination of
powers of the Managing organization (the Manager) and transferring the powers
of the sole executive body of the Company to a Managing Organization (Manager);  ·decision is
taken by a qualified majority in three quarters of votes of all members of the
Board of Directors with exception of retired members of the Board of Directors  (22) Taking a decision on purchase of Company shares that
have been redeemed and purchased for other reasons and are in the Company
possession in compliance with requirements of law and of this Charter;  ·decision is
taken by a simple majority (more than a half) of votes of those who take part
in the meeting of the Board of Directors  (23) approval of a decisions on issuing, prospectus, reports
on the results of the issue, as well as reports on the results of purchasing
Company securities by the Company;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (24) including issues in the agenda of the General Meeting of
shareholders in the cases, stipulated by law and this Charter;  ·decisions on including all
mentioned issues in agenda of the General Meeting of shareholders are made by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (25) taking decision on Company participation, changing its
share and cutting participation in other organizations (except for the cases
where such a decision is within the of terms of reference of the General
Meeting of shareholders of the Company in compliance with subparagraph 27.1.31.
of this Charter), including those on establishing subsidiaries and associated
companies of the Company;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (26) approval of candidates to be nominated for positions in
the Board of Directors (Overseeing Boards) and Audit Commission of Companys
subsidiaries abroad;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  39


(27) approval of President and Board members accepting
positions in managing bodies of other organizations.  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (28) adopting recommendations in relation to voluntary or
compulsory offering, received by the Company, in compliance with Chapter XI.1
of the Federal law «On joint-stock companies», which include assessment of the
offer price of securities to be purchased and probable change of their market
price after the purchase, assessment of plans of the person, who has made such
voluntary or compulsory offer, in relation to the Company, including in
relation to its personnel;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (29) appointment (if required) of the Corporate Secretary of
the Company and termination of his/her powers, as well as approval of
principles of assessment of his/her work and of a reward system;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (30) appointment of the secretary for the Board of Directors
of the Company and termination of his/her powers, as well as approval of
principles for evaluating hi/hers work and of a reward system  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (31) approving specimens of trademark, as well as emblems and
other means of visual identification of the Company;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (32) establishing committees, commissions and other internal
structural subdivisions at the Board of Directors of the Company, defining
their powers and approving their personal composition;  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (33) approval of transactions connected with alienation or
possible alienation of land, buildings (including those what are objects of
incomplete construction), and living and non-living spaces (related to floor
space in excess of 1000 sq. meters).  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  (34) increase of charter capital by placing additional shares
of the Company by way of an open subscription, except for cases set forth in
27.1.9 of this Charter.  ·decision is taken
unanimously by all members of the Board of Directors; the votes of retired
Board Members are not taken into account  (35) increase of charter capital by placing additional shares
of the Company and converting into these shares the previously issued shares of
the Company except for cases referred to in 27.1.14 of this Charter  ·decision is taken
unanimously by all members of the Board of Directors; the votes of retired
Board Members are not taken into account  (36) Approval of transactions involving a property with the
price above 100 million USD but not exceeding 25 percent of the assets value of
the Company, assessed by its accounting data on the last reporting date, with a
preliminary consideration of such transactions at a Management meeting.  ·decision is taken by a
simple majority (more than a half) of votes of those who take part in the
meeting of the Board of Directors  40


(37) Formulating the Company opinion with respect to
corporate conflicts among the Company shareholders.  ·decision is
taken by a simple majority (more than a half) of votes of those who take part
in the meeting of the Board of Directors  (38)  Taking decisions
on issues referred to the Boars of Directors terms of reference by rules and
recommendations of security exchanges, security trading organizers, public
organizations and state authorities of foreign countries that regulate the
security circulation and listing (including bonds, Depositary receipts, other
equity securities convertible into shares) and derivative securities (including
debenture notes and other derivative instruments) of a Russian issuer on the
territory of such foreign countries, applicable to the Company activity, as
well as placement of securities by the Company, including problems of limiting
the placement price, placement timeframe, essential conditions, placement and
circulation parameters for such securities (including derivative securities),
setting liability limitations applied by the Company in connection with such
issue and/or in connection with the existing contractual obligations of the
Company;  (39)  adopting decisions
on other issues referred to the Board of Directors terms of reference by this
Charter, by the law and by Company contractual obligations, as well a by
foreign laws applicable to the Company as a security issuer placed outside the
Russian Federation.  32.3 Issues referred by the law and this Charter to
the Board of Directors terms of reference may not be delegated for decision to
an executive body of the Company.  33. MEETINGS OF BOARD OF DIRECTORS OF THE COMPANY  33.1 Board of Directors of the company organizes
shall carry out its activity in form of joint attendance meetings of members of
the Board of Directors held according to the Board of Directors Regulations and
based on free discussions of agenda items with a view of taking decisions
within the Board terms of reference. If meetings are held in the joint
attendance form, account shall taken of written opinions of absent members of
the Board of Directors. If necessary, the Board of Directors of the Company may
take decisions by absentee voting (polling) in the way prescribed by
Regulations of the Board of Directors. Decision to hold a meeting of the Board
of Directors of the Company by absentee voting shall be taken by the Chairman
of the Board of Directors.  33.2 Meetings of the Board of Directors of the
Company shall be convened as necessary, but at least once a month, and be
called by the Chairman of the Board of Directors of the Company on his own
initiative, at the request of a member of the Board of Directors of the
Company, the Audit Commission of the Company or the Auditor of the Company, as
well as at the request of the executive body of the Company.  33.3 Not later than 30 (thirty) days before the
annual General Meeting of shareholders of the Company, a meeting of the Board
of Directors of the Company shall be held in order to approve preliminary those
annual reports, annual accounting statement, including accounts of profits and
losses of the Company, Auditors report, report of the Audit Commission of the
Company covering the results of examination of the annual accounting statement,
that should be submitted for approval of the annual General Meeting of
shareholders. At the such Board meeting, the Chairman of the Board of Directors
of the Company shall present complete current financial information to the
Board of Directors, as well as complete report on the current state in the
Company, on basic results of its business activity and plans of the Company.  33.4 Meetings of the Board of Directors shall be
held at the Company location or at any other place, defined by the Board of
Directors.  33.5 Members of the Board of Directors shall be
timely notified of the coming meeting of the Board of Directors. Such a notice
shall include the meeting agenda.  41


33.6  A
quorum required to hold meetings of the Board of Directors of the Company shall
be a half of elected members of the Board of Directors. Should the number of
members of the Board of Directors of the Company become less than a number
constituting such quorum, the Board of Directors of the Company shall take a
decision to hold an extraordinary General Meeting of shareholders in order to
elect a new membership of the Board of Directors of the Company. In this case,
powers of the Board of Directors of the Company shall terminate, except for
powers related to preparation, convening and holding of such extraordinary
General Meeting of shareholders.  33.7  When taking decisions at the meeting of the
Board of Directors of the Company, each member of the Board of Directors has 1
(one) vote.  33.8 Unless otherwise specified by law or by
this Charter, a decision of the Board of Directors shall be deemed accepted, if
more than a half of members of the Board of Directors, participating in the
meeting of the Board, has voted in its favor. Should the votes be equally
split, the Chairman of the Board of Directors shall have a casting vote.  33.9  For
the purpose of defining a quorum and of counting results of the vote taken on
agenda items of a meeting of the Board of Directors, account shall be taken of
a written opinion of an absent member of the Board of Directors. A written
opinion of member of the Board of Directors shall be attached to the Minutes of
the meeting.  33.10  In
the cases, stipulated in the Federal law «On joint-stock companies», when
voting on relevant issues, the votes of retired members of the Board of
Directors of the Company shall be disregarded. The following categories of
individuals shall be referred to retired members of the Board of Directors:  (1)  a member of the Board of Directors who has
submitted to the Company (to the name of Chairman of the Board of Directors) a
notice of voluntary resignation as a member of the Board of Directors, as of
the date when such notice has been received by the Chairman of the Board of
Directors;  (2)  the member of the Board of Directors
disqualified by a court decision;  (3)  a deceased member of the Board of Directors.  If the notice of resignation of a member of
the Board of Directors has been received by the Company later than 10 calendar
days in advance of the next meeting of the Board of Directors, the notifying
member of the Board of Directors shall be deemed retired after the regular
meeting of the Board of Directors has been held before which the notice had
been submitted. The signature of the member of the Board of Directors on the
resignation notice shall be certified by a notary.  33.11 No transfer of the voting right from
one member of the Board of Directors of the Company to another shall be
permitted.  33.12 The casting vote of the Chairman of the
Board of Directors of the Company shall not be used by the Deputy Chairman of
the Board of Directors or any other member of the Board of Directors, who
performs Chairmans functions in Chairman absence.  33.13 Minutes of a meeting of the Board of
Directors shall be taken by the Secretary of the Board of Directors. Minutes of
a meeting of the Board of Directors of the Company shall be executed within 3
(three) days of the meeting date. Minutes of a meeting of the Board of
Directors of the Company shall be signed by the Secretary and the Chairman of
the Board of Directors. The Minutes shall be accompanied by documents approved
by the Board of Directors.  33.14 Additional requirements to procedures
of holding meetings of the Board of Directors of the Company are set by
applicable laws, by Regulations of the Board of Directors and by other internal
documents of the Company.  42


34.  EXECUTIVE
BODIES OF THE COMPANY  34.1  Executive
bodies of the Company shall be the Executive Board - a collective executive
body and President - the Sole executive body.  34.2  Executive
bodies shall manage current activities of the Company and report to the Board
of Directors and to the General Meeting of shareholders.  34.3  Terms
of reference of Companys executive bodies shall include the solution of all
issues of Companys current activities, except for those issues, which are
referred to terms of reference of Companys General Meeting of shareholders and
Board of Directors.  34.4  Executive
bodies of the Company shall be established by the Board of Directors of the
Company.  34.5  Rights
and obligations of Executive bodies shall be regulated by applicable laws, by
this Charter and by internal normative documents of the Company.  34.6  Executive bodies of the Company shall organize
activities of the Company and be responsible for results of these activities,
ensure performance of decisions taken at General Meetings of shareholders and
by the Board of Directors.  34.7  Executive
bodies of the Company shall be responsible for effective economic, financial,
scientific and technical and social policies of the Company.  34.8  Holding an office in managing bodies of other
organizations by the President and members of the Executive Board shall be
permitted only with the Board of Directors consent.  34.9  Board
of Directors of the Company shall be entitled to take decision on early
termination of the Presidents powers, as well as powers of an individual
member of the Executive Board or of all members of the Executive Board and on
establishing new executive bodies of the Company.  34.10 If functions of the Sole executive body
are performed by a managing organization (an Executive Manager), then such
managing organization (Executive Manager) shall not be entitled to exercise
identical functions in organization which is a competitor of the Company.  35.  THE
EXECUTIVE BOARD OF THE COMPANY  35.1  The
Executive Board of the Company, within its competence, as set forth by this
Charter, by decisions of General Meetings of shareholders, of the Board of
Directors and by internal documents of the Company endorsed by General Meetings
of shareholders, shall be responsible for the following issues:  (1)   organizing an efficient management of the
Companys everyday operations;  (2)   development
of the basic principles for planning the Company activity;  (3)   development and implementation of the Company
current economic policy to increase the Companys profitability and competitiveness;  (4)   drafting quarterly, annual and advanced plans
of the Companys activity, budget and investment program and overseeing their
execution;  (5)   drafting and founding proposals on
improvement of internal organizational and managerial structure of the Company;  (6)   drafting and submitting for approval by the
Board of Directors of proposals on strategic organization and planning of the
activity of the Company as a whole;  (7)   development of financial and investment
strategies and lists of specific tasks for the Companys everyday operations;  43


(8)   drafting and submitting for approval by the
Board of Directors of key standards of Corporate ethics including matter of
confidentiality and information resources management;  (9)  development and improvement of motivation
system for Company employees;  (10)   drafting proposals to the Company President
and Board of Directors in relation to the annual results to be achieved by the
Company in pursuing the general objectives of activity;  (11)   submission of reports to the Board of
Directors, Audit Commission, and Company Auditor;  (12)   upon the Executive Board Chairman decision, a
preliminary consideration of materials to be submitted to the Board of
Directors members and the Company shareholders in the process of preparation
for meetings of the Board of Directors and General Meetings of shareholders;  (13)   supporting performance of decisions taken by
General Meetings of shareholders and the Board of Directors;  (14)   preliminary consideration of transactions
involving a property with a value in excess of USD 100 million, but not
exceeding 25 percent of the balance value of the Companys assets, as defined
based on the Companys accounting information as of the last reporting date;  (15)   issues of interaction with Companys
subsidiaries and affiliated companies;  (16)   examination of activity results the
subsidiaries and affiliated companies;  (17)   preliminary examination of major innovation
and investment projects and programs, implemented by the Company, as well as by
its subsidiaries and affiliated companies, and submitted by these companies for
the Executive Board consideration;  (18)   drafting proposals to the Board of Directors
of the Company for approval of the budget and the finance and economic activity
plan of the Company as well as for making amendments to the previously approved
budget of the Company;  (19)   approval and organization of implementation
of programs for investments to be attracted by the Company;  (20)   approval of internal documents submitted to
the Executive Board upon the decision made by the President of the Company;  (21)   participation in resolving labor disputes and
appointment of a representative from the administration for an out-of-court
settlement of disputed on hand;  (22)   examination of other issues of the current
activities of the Company.  35.2  The
President of the Company shall be entitled to submit to the Executive Board any
issue of the Companys current activity for discussion unless the issue is
within the competence of the Company General Meeting of shareholders or the
Board of Directors.  35.3  Personal
and quantitative membership of the Executive Board shall be approved by the
Board of Directors at the suggestion of the President of the Company for the
term defined by the Board of Directors when establishing the Executive Board.
The term of the Executive Board shall not exceed the term of the office for the
acting President of the Company. Members of the Executive Board may be
reelected for unlimited number of terms.  35.4  A
contract with a member of the Executive Board on behalf of the Company shall be
signed by the Chairman of the Board of Directors of the Company, or by a person
authorized by the Board of Directors. Terms and conditions of such a contract
shall be approved by the Board of Directors of the Company. Members of the
Executive Board of the Company, who signed the engagement contracts with the
Company, are subject to specific labor regulations set forth in chapter 43 of
the Labor Code of the Russian Federation.  44


35.5  The
Board of Directors shall be entitled to terminate powers of any member of the
Executive Board at any time.  35.6  In
case of termination of powers of the Executive Board member, such a member of
the Executive Board shall, within the timeframe defined by the engagement
contract, present a report on his/her activity to the Board of Directors of the
Company.  35.7  The
Executive Board shall carry out its activities by holding meetings and taking
decisions. Meetings of the Executive Board are conducted according to a plan.
Meetings of the Executive Board are called by the Chairman of the Executive
Board or by request of any member of the Executive Board, the Board of
Directors, Audit Commission or Auditor of the Company.  35.8  Agenda
of a regular meeting of the Executive Board is defined according to the plan of
the Executive Board activity, by proposals of the Chairman and members of the
Executive Board. Meetings of the Executive Board shall be held in form of joint
attendance only. At such meetings, a written opinion of an absent member of the
Executive Board shall be taken into account when defining a quorum and drawing
balance of the vote taken on agenda items.  35.9  The
Executive Board shall be entitled to take decisions (has a quorum), if a
meeting of the Executive Board is attended by at least a half of its members.
If the number of members of the Executive Board is less than necessary for a
quorum, the Board of Directors shall take a decision to form the Executive
Board with new members.  35.10  Decisions
on agenda items at the meetings of the Executive Board are taken by a simple
majority of votes of the meeting participants. Should the votes be split
equally, the Chairman of the Executive Board shall have a casting vote.  35.11 If a member of the Executive Board
disagrees with a decision taken, he/she may request that his/her special
opinion be attached to the Minutes of a meeting of the Executive Board; within
2 days of the date of the meeting of the Executive Board, he/she shall submit
such special opinion in writing to the Secretary of the Executive Board.  35.12 Members of the Executive Board shall
act within the competence defined in this Charter, in internal documents of the
Company, by decisions of the General Meetings of shareholders, of the Board of
Directors and/or based on powers of attorney of the President of the Company.  36. PRESIDENT OF THE COMPANY  36.1  President
of the Company shall be vested with all necessary powers to execute an everyday
management of the Company activity and to solve corresponding issues, not
referred to the terms of reference of the General Meeting of shareholders, of
the Board of Directors and of the Executive Board of the Company.  36.2  The
President shall represent the viewpoint of executive bodies at meetings of the
Board of Directors and at General Meetings of shareholders.  36.3  The
President shall head the Executive Board of the Company and organize its work.  36.4  The President, without any proxy, shall act on
behalf of the Company and represent its interests in relationships with any
persons on any issues, including representing and defending interests of the
Company before state authorities and in court.  36.5  Within
his/her terms of reference, the President shall perform the following
functions:  (1)  disposal, in interest and on behalf of the
Company, of the Company property and funds;  (2)  entering, on behalf of the Company, into transactions
both in the Russian Federation and abroad, involving property whose value is
less than USD 100 million as converted  45


from the value in Rubles, except for the cases stipulated in applicable
laws of Russian Federation and in this Charter;  (3)  approval of the list of personnel of the
Company, hiring and dismissing the Company staff in compliance with applicable
laws of the Russian Federation, approval of internal working rules of the
Company and setting out the remuneration system, incentives for excelled
employees and applying disciplinary sanctions;  (4)  definition of a detailed internal structural
and functional division of the Companys main departments directly accounting
to the President (blocks, business units and other subdivisions of the same
status), as well as endorsement of the organizational structure and the
detailed internal structural and functional division of all other Companys
structural elements including departments, divisions and other Company units of
the same status;  (5)  organizing financial and tax accounting and
financial reporting, ensuring safekeeping of accounting documentation,
accounting registers and accounting statements;  (6)  adoption of measures for ensuring the safety
of commercial and confidential information, related to Company;  (7)  presenting Company interests in court, in
arbitrage and in arbitration court;  (8)  issuance of powers of attorney for performing
any actions on behalf of the Company, including those with power to delegate
such power of attorney;  (9)  issuing orders, approval of internal documents
of the Company to regulate financial and economic activity of the Company,
activity of internal structural subdivisions of the Company and other internal
documents except for those whose approval referred to the terms of reference of
General Meeting of shareholders of the Company, or of the Board of Directors;  (10) submission, at the Presidents discretion, of
documents indicated in 36.1.9 of this Charter for consideration by the
Executive Board of the Company.  (11) exercising any other powers as required for
everyday management of the Companys activity.  36.6  Within
powers vested in him, the President shall issue orders and give written and
verbal instructions that should be binding upon all Company employees.  36.7  The
President is appointed by the Board of Directors of the Company for 3 (three)
years, and may be reelected for unlimited number of times.  36.8  An
engagement contract with the President on behalf of the Company is signed by
the Chairman of the Board of Directors of the Company, or by a person,
authorized by the Board of Directors. Terms and conditions of such a contract
shall be approved by the Board of Directors of the Company.  36.9  Requirements
that should be met by persons elected to the President position may be set
forth by Regulations on the President of the Company and/or by a decision of
the Board of Directors.  36.10 The President of the Company, in
performing functions vested in him/her shall be governed by the laws of the
Russian Federation, provisions of this Charter and internal documents of the
Company.  PART VI. CONTROL OF FINANCIAL AND ECONOMIC ACTIVITIES OF
THE COMPANY  37. AUDITOR OF THE COMPANY  37.1  To
carry out examination and approval of the annual financial statements of the
Company, the General Meeting of shareholders shall approve, on an annual basis,
Auditor of the Company.  46


37.2  Terms of the Auditor engagement contract shall
define the way the financial and economic activity of the Company be examined
by the Auditor.  38. AUDIT COMMISSION OF THE COMPANY  38.1  Monitoring financial and economic activities
of the Company (internal audit) shall be carried out by Audit Commission of the
Company (hereinafter referred to as Commission), constituted of 3 (three)
persons.  38.2  Activity
of the Audit Commission shall be regulated by the laws of Russian Federation,
by this Charter and by Regulations on the Audit Commission of the Company
adopted in accordance with the Charter.  38.3  The
Audit Commission shall be elected by General Meeting of shareholders from among
the shareholders or candidates nominated by shareholders, provided that they
are not members of the Board of Directors, do not hold any position in the
executive bodies of the Company, and do not perform functions of the Accountant
general of the Company in the period to the next annual General Meeting of
shareholders. Members of the Audit Commission may be reelected for the next
term. Powers of all and any of members of the Commission may be, on reasonable
grounds, terminated earlier by decision of the General Meeting of shareholders
taken by a simple majority of votes.  38.4  The
Commission activities shall be guided by its Chairman elected at the first
meeting of the Commission.  38.5  The
Audit Commission shall undertake examinations on its own initiative, by
instruction of General Meeting of shareholders, of the Board of Directors or on
the request of shareholders owing in aggregate not less than 10% (ten percent)
of voting shares of the Company. Planned auditing shall be carried out at least
once a year. During the auditing, members of the Audit commission shall be
entitled to request the Company officials to make available all necessary
documents and provide personal explanations. The Audit Commission shall submit
the auditing results to General Meeting of shareholders and to the Board of
Directors of the Company.  38.6  In addition to the annual audit stipulated by
laws of the Russian Federation, the Company may, at the request of shareholders
owing in aggregate not less than 10% (ten percent) of voting shares, undergo an
additional audit at any time by an organization chosen by requesting
shareholder. Such additional audit shall be undertaken on the account of the
requesting shareholder. Company officials shall ensure to the corresponding
auditing organization a free access to Company accounting documents and to
other documents as necessary to perform such an audit.  38.7  Annual
report of the Company and annual accounting statement shall be submitted to General
Meeting of shareholders only if accompanied by an Audit Commission report.  38.8  Results
of document auditing and audits carried out by the Audit Commission shall be
formalized in form of protocols signed by the Chairman and by those members of
the Audit Commission, who performed the auditing, and shall be discussed at the
Commission meetings. Protocols of audit and examinations, as well as Commission
reports on annual financial statements and accounting reports of the Company
shall be submitted to the Board of Directors.  38.9  Audit Commission shall be entitled, if
necessary, to engage experts and independent audit companies on a contractual
basis. In this case, additional costs shall be approved by the Board of
Directors. Commissions evaluation of costs shall be coordinated with the Board
of Directors. The Audit commission shall be entitled to engage the Company
staff without doing damage to a regular working process of the Company.  47


38.10 Members of the Audit Commission may
receive compensation for performing their functions. The amount of such
compensation shall be set by a decision of General Meeting of shareholders
following a recommendation of the Board of Directors. Technical and financial
support of the Audit commission activities shall be a duty of the President of
the Company.  38.11 Audit Commissions terms of reference
shall include the following functions:  (1)  carrying out documental auditing of financial
and economic activity of the Company (comprehensive or selective), its trade,
settling, foreign currency and other operations;  (2)  checking the compliance with adopted cost
evaluations, standards and limits;  (3)  checking the timeliness and correctness of
payments to suppliers of goods and services, payments to the state budgets,
accruing and paying dividends, redemption of other obligations;  (4)  checking the observance by the Company of
normative and legal acts, as well as decisions of the General Meeting of
shareholders and of the Board of Directors, by the Company and by its managing
bodies;  (5)  checking the reliability of everyday
accounting, bookkeeping practice and statistical accounting and recording in
the Company;  (6)  checking the cash and property status of the
Company;  (7)  checking the observance of rules of
office work and keeping financial documentation;  (8)  checking
the fulfillment of recommendations issued based on previous audits and checks.  38.12 Members of the Audit Commission shall
be entitled to take part in meetings of the Board of Directors with a right of
consultative vote.  38.13 Members of the Audit Commission shall
be accountable for negligent performance of duties vested in them in accordance
with the laws of the Russian Federation and this Charter.  38.14 Members of the Audit commission shall
be financially responsible before the Company for any damage incurred by their
disclosure of information, which is a subject of commercial secret of the
Company.  38.15 Additional requirements with respect to
the working procedure as well as to rights and obligations of the Audit
Commission shall be set forth by Regulations on Audit Commission of the
Company.  48