**Exhibit 1.1**

** **
|       | **Approved  by**                          |
|------------|-------------------------------------------|
| ** ** | **the  Extraordinary General Meeting of** |
| ** ** | **Shareholders  of Mobile TeleSystems**   |
|       | **Open  Joint Stock Company**             |
| ** ** | **October 30, 2006,  Minutes No.18**      |

###### ** **

 

**CHARTER**

** **

**OF**

**MOBILE TELESYSTEMS**

**OPEN JOINT STOCK COMPANY**

 

**(Restated version No. 5)**

 

 

Moscow,2006

 

 

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# **1. GeneralProvisions**

# ** **

1.1. Mobile TeleSystems Open Joint Stock Company (hereinafter the “Company”)was registered by the State Registration Chamber of the Ministry of Justice ofthe Russian Federation on 1 March 2000, registration number No R-7882.16.An entry was made on 2 September 2002 in the Consolidated State Register ofLegal Entities by the Moscow Department of the Ministry for Taxes and Levies ofthe Russian Federation, concerning an entity registered prior to 1 July 2002,under Primary State Registration Number (OGRN) 1027700149124. The Company hasbeen created and operates in accordance with the Civil Code of the RussianFederation, the Federal Law “On Joint Stock Companies”, the Federal Law “OnForeign Investments in the Russian Federation” and other current legislation ofthe Russian Federation and this Charter.

 

The Company was created by the consolidation of Mobile TeleSystemsClosed Joint Stock Company (registered on 28 October 1993 by the MoscowRegistration Chamber, registration number 027.941, and by the StateRegistration Chamber on 21 September 1994, registration number R-3566.16) andRussian Telephone Company Closed Joint Stock Company (registered by the MoscowRegistration Chamber on 21 July 1995, registration number 634.535, and by theState Registration Chamber on 19 August 1996, registration number R-6068.16).

 

The Company is the legal successor in respect of all rights andobligations of Mobile TeleSystems Closed Joint Stock Company and RussianTelephone Company Closed Joint Stock Company.

 

The Company is the legal successor to all rights and obligations ofRosico Closed Joint Stock Company (registered by the Moscow RegistrationChamber of the Moscow Government on 4 March 1994 under number 005.821 andentered into the Consolidated State Register of Legal Entities on 18 December2002 by the Moscow Department of the Russian Ministry for Taxes and Leviesunder primary state registration number 1027700547126), which was reorganizedby merger into Mobile TeleSystems Open Joint Stock Company on 9 June 2003.

 

The Company is the legal successor to all rights and obligations ofAmur Cellular Communications Closed Joint Stock Company (registered by theAdministration of Blagoveshchensk on 11 April 1996 under number 189P and enteredinto the Consolidated State Register of Legal Entities on 27 August 2002 by theRussian Ministry for Taxes and Levies Interdistrict Inspectorate No. 1 for AmurRegion under primary state registration number 1022800511810), which wasreorganized by merger into Mobile TeleSystems Open Joint Stock Company.

 

The Company is the legal successor to all rights andobligations of Dontelecom Closed Joint Stock Company (registered by theAdministration of Rostov Region on 14 April 1994 under number C-1160/231 and entered into the Consolidated State Register of LegalEntities on 25 October 2002 by the Russian Ministry for Taxes and LeviesInspectorate for the Proletarsky District of Rostov-on-Don under primary stateregistration number 1026104143944), which was reorganized by merger into MobileTeleSystems Open Joint Stock Company.

 

The Company is the legal successor to all rights and obligations ofKuban-GSM Closed Joint Stock Company (registered by the Krasnodar RegistrationChamber on 15 May 1997 under number 6948 and entered into the ConsolidatedState Register of Legal Entities on 30 July 2002 by the Russian Ministry forTaxes and Levies Inspectorate for Krasnodar under primary state registrationnumber 1022301190779), which was reorganized by merger into Mobile TeleSystemsOpen Joint Stock Company.

 

The Company is the legal successor to all rights and obligations ofMobile TeleSystems-Barnaul Closed Joint Stock Company (registered by the Orderof the Administration of the Octyabrsky District of Barnaul on 25 April 2000under number 1287 and entered into the Consolidated State Register of LegalEntities on 30 September 2002 by 

 

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the Russian Ministry for Taxes and LeviesInspectorate for Octyabrsky District of Barnaul, Altai Territory under primarystate registration number 102201506854), which was reorganized by merger intoMobile TeleSystems Open Joint Stock Company.

 

The Company is the legal successor to all rights and obligations ofMobile TeleSystems-Nizhni Novgorod Closed Joint Stock Company (registered bythe Nizhni Novgorod Registration Chamber on 22 January 2001 under number 4583and entered into the Consolidated State Register of Legal Entities on 14 August2002 by the Russian Ministry for Taxes and Levies Inspectorate for the SovietDistrict of Nizhni Novgorod under primary state registration number1025203721168), which was reorganized by merger into Mobile TeleSystems OpenJoint Stock Company.

 

The Company is the legal successor to all rights and obligations ofTelecom-900 Closed Joint Stock Company (registered by the Moscow RegistrationChamber on 02 September 1999 under number 001.455.369 and entered into theConsolidated State Register of Legal Entities on 11 September 2002 by theRussian Ministry for Taxes and Levies Interdistrict Inspectorate No. 39 forMoscow under primary state registration number 1027739174682), which wasreorganized by merger into Mobile TeleSystems Open Joint Stock Company.

 

The Company is the legal successor to all rights and obligations ofTelecom-XXI Open Joint Stock Company (registered by the Resolution of the SaintPetersburg Registration Chamber on 04 April 1997 under number 68581 and enteredinto the Consolidated State Register of Legal Entities on 21 August 2002 by theRussian Ministry for Taxes and Levies Inspectorate for the Central District ofSaint Petersburg under primary state registration number 1027809176031), whichwas reorganized by merger into Mobile TeleSystems Open Joint Stock Company.

 

The Company is the legal successor to all rights and obligations ofUdmurt Digital Networks-900 Closed Joint Stock Company (registered by theAdministration of the Octyabrsky District of Izhevsk, Udmurt Republic on 21 May1996 under number 598/1 and entered into the Consolidated State Register ofLegal Entities on 10 December 2002 by the Russian Ministry for Taxes andLevies  Inspectorate for the OctyabrskyDistrict of Izhevsk, Republic of Udmurtia under primary state registrationnumber 1021801168058), which was reorganized by merger into Mobile TeleSystemsOpen Joint Stock Company.

 

The Company is the legal successor to all rights and obligations ofHorizon-RT Open Joint Stock Company (registered by the Russian Ministry forTaxes and Levies Inspectorate for Yakutsk, Sakha Republic (Yakutia) on 26September 2003 and entered into the Consolidated State Register of LegalEntities on 26 September 2003 by the Russian Ministry for Taxes and LeviesInspectorate for Yakutsk, Sakha Republic (Yakutia) under primary stateregistration number 1031402065419), which was reorganized by merger into MobileTeleSystems Open Joint Stock Company.

 

The Company is the legal successor to all rights and obligations ofUraltel Closed Joint Stock Company (registered by the Government of theSverdlovsk Region on 23 July 1993 under number P-2417.16 and entered into theConsolidated State Register of Legal Entities on 7 October 2002 by the RussianMinistry for Taxes and Levies Inspectorate for the Verkh-Issetsky District ofEkaterinburg under primary state registration number 1026602321206), which wasreorganized by merger into Mobile TeleSystems Open Joint Stock Company.

 

The Company is the legal successor to all rights andobligations of Far East Cellular Systems-900 Closed Joint Stock Company(registered by the Administration of Khabarovsk on 17 July 1996 under number002753-Aandentered into the Consolidated State Register of Legal Entities on 30 July 2002by the Russian Ministry for Taxes and Levies Inspectorate for the Central District of Khabarovsk under primary stateregistration number 1022700911122), which was reorganized by merger into MobileTeleSystems Open Joint Stock Company.

 

The Company is the legal successor to all rights and obligations ofSiberian Cellular Systems-900 Closed Joint Stock Company (registered by theNovosibirsk Municipal Registration Chamber on 29 November 1996 under number7816 and entered into the 

 

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Consolidated State Register of Legal Entities on 23November 2002 by the Russian Ministry for Taxes and Levies  Inspectorate for the Central District ofNovosibirsk under primary state registration number 1025402480102), which wasreorganized by merger into Mobile TeleSystems Open Joint Stock Company.

 

The Company is the legal successor to allrights and obligations of TAIF-TELCOM Open Joint Stock Company (registered bythe State Registration Chamber with the Ministry of Justice of the  Republic of Tatarstan on 4 April 2000 undernumber 1213/K-1(50-02) and entered into the ConsolidatedState Register of Legal Entities on 23 July 2002 by the Russian Ministry forTaxes and Levies  InterdistrictInspectorate No. 14 for the Republic of Tatarstan under primary stateregistration number 1021602825397), which was reorganized by merger into MobileTeleSystems Open Joint Stock Company.

 

The Company is the legal successor to all rights and obligations ofTomsk Cellular Communications Closed Joint Stock Company (registered by theFederal Tax Service Inspectorate for Tomsk on 30 September 2005 and enteredinto the Consolidated State Register of Legal Entities on 30 September 2005 bythe Federal Tax Service Inspectorate for Tomsk under primary state registrationnumber 1057002621280), which was reorganized by merger into Mobile TeleSystemsOpen Joint Stock Company.

 

The Company is the legal successor to all rights and obligations ofSibChallenge Closed Joint Stock Company (registered by the Federal Tax ServiceInspectorate for the Central District of Krasnoyarsk on 3 October 2005 andentered into the Consolidated State Register of Legal Entities on 3 October2005 by the Federal Tax Service Inspectorate for the Central District ofKrasnoyarsk under primary state registration number 1052466370648), which wasreorganized by merger into Mobile TeleSystems Open Joint Stock Company.

 

The Company is the legal successor to all rights and obligations of BMTelecom Closed Joint Stock Company (registered by the Federal Tax ServiceInspectorate for the Octyabrsky District of Ufa on 3 October 2005 and enteredinto the Consolidated State Register of Legal Entities on 3 October 2005 by theFederal Tax Service Inspectorate for the Octyabrsky District of Ufa underprimary state registration number 1050204327557), which was reorganized bymerger into Mobile TeleSystems Open Joint Stock Company.

 

The Company is the legal successor to all rights and obligations ofMTS-RTK Closed Joint Stock Company (registered by the Federal Tax ServiceInterdistrict Inspectorate No. 46 for Moscow on 4 October 2005 and entered intothe Consolidated State Register of Legal Entities on 4 October 2005 by theFederal Tax Service Interdistrict Inspectorate No. 46 for Moscow under primarystate registration number 1057748460660), which was reorganized by merger intoMobile TeleSystems Open Joint Stock Company.

 

The Company shall carry out its economic activity on the basis of thecurrent legislation of the Russian Federation and this Charter.

 

1.2. The full trade name of the Company in the Russian language shallbe:     

 

The full trade name of the Company in the English language shall be:Mobile TeleSystems Open Joint Stock Company.

 

The abbreviated trade name of the Company in Russian shall be: OAO «MTC»or OAO 

 

The abbreviated trade name of the Company in English shall be: MTS OJSC

 

1.3. The Company shall be a legal entity under the legislation of theRussian Federation and have its own property and funds, an independent balancesheet, a settlement account and other accounts at banks (including a foreigncurrency account), a seal specifying the name of the Company in the Russian andEnglish languages, letterhead bearing its name, its own logo and trademark, andother requisites.

 

1.4. The Company shall acquire the rights of a legal entity upon itsstate registration.

 

1.5. The duration of the Company shall be unlimited.

 

1.6. The shareholders of the Company (“Shareholders”) shall not beliable for the obligations of the Company and shall bear the risk of lossesassociated with the Company’s 

 

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activity to the extent of the value of the Sharesowned by them, unless otherwise is stipulated by the existing law, and theCompany shall not be liable for the obligations of the Shareholders.

 

1.7. The Company shall not be liable for the obligations of the State,nor shall the State be liable for the obligations of the Company.

 

1.8. In the course of its activity the Company may create branches andrepresentative offices in accordance with current legislation in the territoryof the Russian Federation and abroad, as well as participate in the capital ofother organizations.

 

1.9. The official languages of the Company shall be English andRussian. The Company’s documents shall be in the Russian language. The board ofdirectors of the Company (“Board of Directors”) shall, taking into account theprovisions of this Charter, approve the list of the Company’s documents thatmust be prepared in the English and Russian languages. The texts of suchdocuments shall be authentic and have identical force.

 

1.10. The location of the Company shall be: 4 Marksistskaya St., Moscow109147, Russia.

 

# **2. Purpose and Principal Lines of Activity**

# ** **

2.1. The purpose of the Company’s economic activities shall be toobtain profits through the planning, marketing, and operation of aradiotelephone mobile cellular network in the regions specified in licensesissued by the Ministry of Communication of the Russian Federation. In order toachieve this purpose, the Company’s activities shall include:

 

•     cooperation with national and/or internationaloperators of the Global System for Mobile Communications (GSM) in the territoryof the Russian Federation and elsewhere to provide for an optimum level ofservice to clients of the Company;

 

•     cooperation with particular operators oftelephone networks in Moscow and the Russian Federation, as well as with theoperators of international communication networks;

 

•     performance of settlements with clients, aswell as commercial and financial management of the network in accordance withaccepted international practice;

 

•     performance and marketing of additionalservices of mobile communication systems;

 

•     import, sales, leasing, installation andmaintenance of terminals and related devices;

 

•     operation and maintenance of monitoringequipment for GSM networks; and

 

•     conduct of any other activity in accordancewith resolutions of the Board of Directors and the Meeting of Shareholders thatfacilitate the achievement of the Company’s principal goals.

 

2.2. The Company shall carry out foreign economic activities bothindependently and through other organizations entitled to operate on theforeign market in accordance with current legislation.

 

2.3. The Company may carry out activities for which a license isrequired only if it holds a valid license to carry out such activity or hasentered into contractual relations with a holder of the appropriate license.

 

# **3. Rights of the Company**

# ** **

3.1. In accordance with its purpose and lines of activity, the Companyshall have the right:

 

•     to enter, both within the RussianFederation and elsewhere, into any legal transactions and to execute otherlegally significant actions regarding legal entities or individuals;

 

•     in the interests of the Company to own,use, and dispose of material assets and other assets transferred to the Company’sownership or use or acquired in the course of its 

 

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economic activities, as well as monetary funds held in bank accounts,subject to the requirements of this Charter and current legislation;

 

•     to independently use profits that remainafter taxes and other compulsory payments and settlements have been paid;

 

•     to acquire property rights and personalnon-property rights and bear responsibilities; to be a claimant or respondentin a court or arbitration court or before an arbitral tribunal, and to performother actions not contrary to legislation;

 

•     to acquire, alienate, and rent, in theRussian Federation and elsewhere, enterprises and movable and immovableproperty necessary for the Company’s activity;

 

•     to independently plan its production andeconomic activities and the social development of its employees;

 

•     to use loans in rubles and in foreigncurrency at banks, organizations, and enterprises in the Russian Federation andelsewhere; to acquire foreign currency at auctions, on currency exchanges, andfrom legal entities and citizens on the terms established by currentlegislation;

 

•     to invest monetary funds in domestic loanbonds, bank certificates, and other securities in circulation; to holdauctions, lotteries, and exhibitions; and to conduct operations on commodityand stock exchanges;

 

•     to engage legal entities and individuals towork in the lines of its activity on the basis of civil-law contracts at wagesagreed by the parties;

 

•     to independently set the total number ofemployees and their professional and qualification standards; to approve thepermanent staff of the Company and the branches, representatives offices, anddivisions created by it; to determine forms and systems of wages and the shiftsystem of work, and to adopt resolutions on the implementation of combinedaccounting of work hours;

 

•     to use all non-prohibited means ofcommunication (including international, telex, telephone, and facsimile);

 

•     to enjoy other rights provided for bycurrent legislation.

 

# **4. Rights and Obligations of the Company’s Shareholders**

# ** **

4.1. In addition to the rights provided for by other articles of thisCharter, the Shareholders shall have the right:

 

•     to freely assign the shares owned by them,including by way of sale, gift, bequest, pledge, or otherwise alienate orencumber their shares in any way, without the consent of the other Shareholdersin accordance with applicable legislation, on condition of compliance with theprovisions of this Charter.

 

•     to receive dividends;

 

•     to participate in direct or remote votingat the general meeting of shareholders of the Company (“General Meeting ofShareholders”) on all issues within its competence;

 

•     to transfer voting right to otherShareholders or to their own representatives pursuant to power of attorney;

 

•     to nominate and elect candidates to themanagement and supervisory bodies of the Company in the manner and on the termsestablished by this Charter;

 

•     in the manner and on the terms establishedby this Charter, to submit for consideration by the management bodies of theCompany, in accordance with their competence, proposals concerning the Company’sactivities, the state of its property, and the size of its profits and losses;

 

•     to elect and be elected to the managementand supervisory bodies of the Company;

 

•     in the cases provided for by the Charter,to elect the working bodies of the General Meeting of Shareholders;

 

•     to demand the calling of an extraordinaryGeneral Meeting of Shareholders or an unscheduled audit of the Company’sactivities by the audit commission of the Company 

 

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(“Audit Commission”) or by an independent auditor in the manner and onthe terms established by the legislation of the Russian Federation and thisCharter;

 

•     to demand the redemption by the Company ofsome or all of the shares owned by them in the manner and in the casesestablished by the legislation of the Russian Federation and the Company’sCharter.

 

•     in the event that the Company isliquidated, to receive a portion of its property;

 

•     to have free access to the Company’sdocuments, in the manner established by the legislation of the RussianFederation and this Charter, and to receive copies thereof for a reasonablefee;

 

•     to exercise other rights provided for bythis Charter, the legislation of the Russian Federation, and resolutions of theGeneral Meeting of Shareholders adopted in accordance with its competence.

 

4.2. In addition to the obligations stipulated in other articles ofthis Charter, the Shareholders shall be obligated:

 

•     to pay for shares in the manner and amountand by the means established by the Civil Code of the Russian Federation, theFederal Law of the Russian Federation “On Joint Stock Companies,” otherlegislation of the Russian Federation, the Company’s Charter, and theappropriate Decision on Issuance of Securities;

 

•     to fulfill the requirements of the Charterand the resolutions of the General Meeting of Shareholders;

 

•     to refrain from any intentional activitiesthat might cause harm to the Company;

 

•     not to divulge confidential informationconcerning the Company’s activities.

 

Shareholders who have not paid for their shares in full shall bearjoint and several liability for the Company’s obligations to the extent of theunpaid value of the shares belonging to them.

 

# **5. Charter Capital of the Company**

# ** **

5.1. The Company shall have a Charter Capital equal to 199 332 613rubles 80 kopecks (one hundred ninety-nine million three hundred thirty-twothousand six hundred thirteen rubles eighty kopecks), divided into 1 993 326138 (one billion nine hundred ninety-three million three hundred twenty-sixthousand one hundred thirty-eight) registered common shares with a par value of0.1 (one-tenth) of one ruble (or 10 (ten) kopecks) each, acquired byShareholders.

 

The Charter Capital shall consist of the aforesaidpar value of registered common shares acquired by the Shareholders (placedshares), namely, 1 993 326 138 (one billion nine hundred ninety-three millionthree hundred twenty-six thousand one hundred thirty-eight) shares. The CharterCapital of the Company has been fully paid.

 

5.2. The Charter Capital may be changed pursuant to a resolution of theGeneral Meeting of Shareholders or the Board of Directors in accordance withthe Federal Law “On Joint Stock Companies” and other current legislation.

 

5.3. Increase of the Charter Capital.

 

5.3.1. The Company shall be entitled to increase the Charter Capital ofthe Company by increasing the par value of all placed shares or by placingadditional shares.

 

5.3.2. Additional shares may be placed by the Company only within thelimit of the number of authorized shares established by the Charter.

 

5.4. In addition to the placed registered common shares, the Companydeclares (shall have the right to place) 103 649 654 ( one hundred and threemillion six hundred forty-nine thousand six hundred fifty-four) registeredcommon shares with a par value of 0.1 (one-tenth) of one ruble each to a totalpar value of 10 364 965 rubles 40 kopecks (ten million three hundred sixty-fourthousand nine hundred sixty-five rubles forty kopecks)

 

After the placement the declared registered common shares of theCompany grant the equal volume of rights, as provided for the placed registeredshares of the Company by Article 4 of this Charter.

 

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5.5. Decrease in the Charter Capital.

 

5.5.1. The Charter Capital of the Company may be decreased bydecreasing the par value of all placed shares of the Company equally or byreducing their total number, including by acquiring and canceling some of theplaced shares,

 

# **6. Property and Funds of the Company**

# ** **

6.1. The property of the Company shall consist of fixed assets andworking capital, material assets, securities, and other financial resourceswhose value is reported on the independent balance sheet of the Company.

 

The sources for forming the property of the Company shall be:

 

•     funds received by legal succession inconjunction with the creation and reorganization of the Company;

 

•     funds received from Shareholders in paymentfor shares;

 

•     income from the sale of products (work,services) produced by the Company;

 

•     loans from banks and other creditors;

 

•     other sources not prohibited by currentlegislation.

 

6.2. Profits remaining after the payment of taxes and other compulsorypayments (net profit) shall be at the complete disposition of the Company.

 

The Company may independently form the funds required for its activity.The Company shall independently determine the composition, purpose, sources offormation, and manner of use of funds.

 

The Company establishes a reserve fund equal to 15 percent of theCharter Capital.

 

Annual contributions to the reserve fund must be at least 5 percent ofthe Company’s net profit until the level of 15 percent of the Charter Capitalis attained.

 

6.3. The Company shall sell the products (works, services) produced byit at prices and tariffs set independently or contractually, or, in the casesprovided for by current legislation of the Russian Federation, at prices set bythe state.

 

6.4. Losses arising in the course of the Company’s activity shall becovered out of the reserve fund and, in case of the insufficiency thereof, outof other sources.

 

# **7. Shares**

# ** **

7.1. The Company shall have the right to issue registered commonshares, preferred shares, and other securities provided for by legal acts ofthe Russian Federation. Preferred shares may be issued only after correspondingamendments have been made to the Charter of the Company pursuant to aresolution of the General Meeting of Shareholders. Owners of shares shall beregistered in a Register of Shareholders, which must include the data requiredby legislation.

 

7.2. All common shares of the Company shall have the same par value andgrant to the Shareholders who own them an identical amount of rights.

 

7.3. Common shares of the Company shall be voting shares in respect ofall issues within the competence of the General Meeting of Shareholders.

 

7.4. In the event that the Company is liquidated, the Shareholdersshall share in the distribution of its assets in the order of priorityestablished by current legislation of the Russian Federation.

 

7.5. Shares shall be issued in uncertificated form, and payment forshares shall be made in accordance with the resolution respecting theirplacement.

 

7.6. In the event that it is impossible for a Shareholder to acquire awhole number of shares when exercising its preemptive right to acquireadditional shares or during the consolidation of shares, parts of shares areformed (“fractional shares”). A fractional share grants the Shareholder whoowns it the rights conferred by shares of the same category (class) in a volumecorresponding to that fraction of a whole share which it represents.

 

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For the purposes of reflecting in the Charter of the Company the totalnumber of placed shares, all placed fractional shares shall be summed up. Ifthis does not yield a whole number, the number of placed shares shall bereflected in the Charter of the Company as a non-integral.

 

Fractional shares shall circulate on a par with whole shares. In theevent that one party acquires two or more fractional shares of the samecategory (class), such shares shall form one whole share and (or) a fractionalshare, equal to the sum of such fractional shares.

 

7.7. Procedure for alienation of shares of the Company.

 

7.7.1. Shares of the Company may be alienated in favor of thirdparties. A Shareholder may alienate his shares in the manner established bylegislation.

 

7.7.2. A person who acquired more than 30 percent of the placed commonshares of the Company, including shares owned by this person and its affiliatedpersons, within 35 days after the date when an appropriate credit entry wasmade in the personal account (custody account) shall  forward to the shareholderswho own of the remaining common shares of the Company and to the holders ofemissive securities convertible into such shares a public offer to purchasesuch securities from them (hereinafter the “mandatory offer”) in accordance with the procedure established bythe law of the Russian Federation.

 

7.7.3. From the date of acquisition of more than 30% of the totalnumber of the Company’s common shares to the date of forwarding the mandatoryoffer to the Company in accordance with requirements of the Federal Law “OnJoint Stock Companies” the person who has acquired more than 30% of placedcommon shares of the Company, including shares owned by this person and itsaffiliated persons, and its affiliated persons shall have voting rights onlywith respect to shares that constitute 30% of such shares. And the remainingshares owned by such person and its affiliated persons shall not be counted indetermination of quorum.

 

7.7.4. Provisions of clause 7.7.2 and 7.7.3 of the Charter shall coverthe acquisition of a portion of the placed common shares of the Companyexceeding 50% and 70% of the total number of the placed common shares of theCompany. In such case the voting right limitations as stipulated by clause7.7.3 hereof shall only cover newly acquired shares in excess of the respectiveportion.

 

7.7.5. A person that in cases provided for by the Federal Law “On JointStock Companies” has become an owner of more than 95% of the total number ofthe Company’s common shares, including shares owned by this person ant itsaffiliated persons, shall redeem the remaining common shares of the Companyowned by other persons as well as emissive securities convertible into suchshares on request of the owners thereof following the procedure established by the Federal Law “On Joint StockCompanies”.

 

7.7.6. A person that in cases provided for by the Federal Law “On JointStock Companies” became an owner of more than 95% of the total number of theCompany’s common shares, including shares owned by this person ant itsaffiliated persons, may redeem the remaining common shares of the Company ownedby other persons as well as emissive securities convertible into such sharesirrespective on consent of the owners of the remaining common shares(securities convertible into such shares) in accordance with procedureestablished by the Federal Law “On Joint Stock Companies”.

 

7.7.7. Unless otherwise established by law, the Company may acquireshares placed by it in accordance with the provisions of the Federal Law “OnJoint Stock Companies” pursuant to a resolution of the General Meeting ofShareholders to reduce the Charter Capital of the Company by acquiring some ofthe placed shares for the purpose of decreasing their total number. Sharesacquired by the Company on the basis of such a resolution shall be cancelledupon the acquisition thereof.

 

The Company shall have the right to acquire shares it has placed byresolution of the Board of Directors.

 

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The Company shall not have the right to adopt a resolution onacquisition of shares by the Company if the par value of shares of the Companywhich are in circulation is less than 90 percent of the Charter Capital of theCompany.

 

Shares acquired by the Company in accordance with the second paragraphof this clause shall not confer the right to vote, shall not be counted whenvotes are tallied and no dividends shall accrue on them. Such shares shall besold at the price no less than their market value no later than one year fromthe date of their acquisition. If such is not the case, the General Meeting ofShareholders of the Company is obligated to adopt a resolution on reducing theCharter Capital of the Company by redeeming the aforementioned shares.

 

A resolution on acquiring shares shall specify the category (class) ofshares that are to be acquired, the number of shares of each category (class)being acquired by the Company, the purchase price, the form and period ofpayment, and the period within which the shares are to be acquired.

 

Shares may be paid for with money or other property. The period withinwhich shares are acquired cannot be less than 30 days.

 

The Shareholder of the Company, who owns the shares of the category(class) of shares that are to be acquired by the Company, shall have a right tosell such shares to the Company and the Company is obligated to buy them. Inthe event that the total number of shares offered for sale to the Company bythe shareholders is more than the total number of shares to be acquired by theCompany, considering the restrictions imposed by current legislation of theRussian Federation, the shares shall be acquired on pro rata basis.

 

7.7.8. In the event of the reorganization or liquidation of aShareholder that is a legal entity or the death of a Shareholder who is anindividual, the successors (heirs) thereof shall become Shareholders of theCompany. Inheritance or succession of shares shall take place in accordancewith the general civil procedure.

 

7.7.9. A new owner of shares and other securities of the Company shallbe obligated to communicate, within a reasonable period of time, all necessarydetails about himself for the purposes of their entry into the Register ofShareholders and Owners of Registered Securities of the Company.

 

7.8. Consolidation and splitting of shares.

 

7.8.1. The Company shall have the right, pursuant to a resolution ofthe General Meeting of Shareholders, to carry out a consolidation of placedshares, thereby causing two or more shares of the Company to be converted intoone new share of the same category (class). Therewith, corresponding amendmentsregarding the par value and number of placed and authorized shares of theCompany of respective category (class) shall be made to the Charter of theCompany.

 

7.8.2. The Company shall have the right, pursuant to a resolution ofthe General Meeting of Shareholders, to conduct a split of placed shares of theCompany, thereby causing one share of the Company to be converted into two ormore shares of the Company of the same category (class). Therewith,corresponding amendments regarding the par value and number of placed andauthorized shares of the Company of respective category (class) shall be madeto the Charter of the Company.

 

# **8. Placement of Shares and Other Securities of the Company.**

# ** **

8.1. Procedure and methods of placement of shares and other securities.

 

8.1.1. The Company shall place shares at the time of the creation ofthe Company and when issuing additional shares.

 

8.1.2. The Company may effect the placement of additional shares andother securities through open subscription (public placement) or closedsubscription (private placement) and conversion.

 

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In the event of the increase of the Charter Capital of the Company outof the Company’s property the Company implements the placement of additionalshares through distribution among shareholders in proportion to the number ofshares owned by them.

 

The methods of placement by the Company of additional shares and othersecurities shall be established by the resolution respecting their placement.

 

A resolution on placement by closed subscription of shares and othersecurities convertible into shares as well as a resolution on placement by opensubscription of shares and securities convertible into common sharesconstituting over 25 percent of previously placed common shares shall beadopted by the General Meeting of Shareholders by three quarters of votes ofShareholders of the voting shares that participate in the General Meeting ofShareholders.

 

The increase of the Charter Capital of the Company out of the Company’sproperty by the placement of additional shares through distribution amongshareholders within the limit of the number and category (class) of theauthorized shares only among shareholders in the number proportional to thenumber of shares owned by them, as well as the placement by open subscription ofcommon shares constituting no more than 25 percent of previously placed commonshares of the Company shall be carried out pursuant to a resolution unanimouslyadopted by all members elected to the Board of Directors of the Company. If anunanimity respecting the issue of the increase of the Charter Capital of theCompany has not been reached by the Board of Directors of the Company, then byresolution of the Board of Directors the issue of the increase of the CharterCapital may be referred to the General Meeting of Shareholders of the Companyfor decision.

 

8.1.3. In the cases established by legal acts of the RussianFederation, the placement of additional shares and other securities by theCompany shall be done only through open subscription.

 

8.1.4. Additional shares may be placed by the Company only within thelimits of the number of authorized shares established by this Charter.

 

The Company may not adopt a resolution to place additional shares of acategory (class) not established in the Charter of the Company for authorizedshares.

 

A resolution on increasing the Charter Capital of the Company throughthe placement of additional shares may be adopted by the General Meeting ofShareholders of the Company at the same time as a resolution is adopted on incorporatingprovisions in the Charter of the Company on authorized shares or onincorporating provisions in the Charter of the Company on declared registeredcommon shares.

 

8.1.5. Shareholders of the Company shall have the preemptive right toacquire additional shares of the Company placed by open subscription and othersecurities of the Company convertible into shares in a number proportional tothe number of voting shares of the same category (class) which they own.

 

Shareholders of the Company who have voted against or who have notparticipated in voting on the placement by closed subscription of shares orother securities convertible into shares shall have the preemptive right toacquire additional shares and other securities convertible into shares, to beplaced by closed subscription in a number proportional to the number of votingshares of the same category (class) which they own. This right shall not applyto the placement of shares and other securities convertible into shares carriedout by closed subscription only among Shareholders if the Shareholders have thepossibility of acquiring a whole number of shares placed or other securitiesconvertible into shares in a number proportional to the number of voting sharesof the same category (class) which they own.

 

If a resolution which constitutes the grounds for placing additionalshares and other securities convertible into shares is adopted by the GeneralMeeting of the Company’s Shareholders the list of persons that have thepreemptive right to acquire additional shares and emissive securitiesconvertible into shares shall be compiled on the basis of information from theShareholders’ Register as of the date of making up a list of persons entitledto participate 

 

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in such General Meeting of Shareholders. Otherwisethe list of persons that have the preemptive right to acquire additional sharesand other securities convertible into shares shall be compiled on the basis ofinformation from the Shareholders’ Register as of the date of adoption of theresolution which constitutes the grounds for placing additional shares andother securities convertible into shares. For the purpose of preparing the listof persons having the preemptive right to acquire additional shares or othersecurities convertible into shares, a nominal holder of shares shall submitinformation on the persons in whose interests he holds the shares.

 

8.1.6. Persons having the preemptive right to acquire additional sharesor other securities convertible into shares of the Company shall be notified ofthe possibility of exercising such preemptive right, provided by clause 8.1.5hereof, in accordance with the procedure for serving a notice of a GeneralMeeting of Shareholders set forth in clause 12.12.1 hereof.

 

The notice shall contain information on the number of shares or othersecurities convertible into shares which are being placed, the placement priceor the procedure for determining the placement price (including the placementprice or the procedure for determining the placement price in case thepreemptive right of acquisition is exercised), the procedure for determiningthe number of securities that may be acquired by each person which has thepreemptive right to acquire such securities, the procedure for the submissionby such persons of applications to the Company for the acquisition of sharesand other securities convertible into shares, the time period within which suchapplications shall be received by the Company (hereinafter the “effectiveperiod of the preemptive right”) which cannot be less than 45 days from thedate when the notice was sent (delivered) or published unless another timeperiod is stipulated by the existing law. In case the procedure for determiningthe placement price established by the resolution that constitutes the groundsfor placing additional shares and other securities convertible into sharesprovides for determining the placement price after the expiry of the effectiveperiod of the preemptive right such period shall not be less than 20 days fromthe date when the notice was sent (delivered) or published. In such case thenotice shall contain information about the time period for payment forsecurities which shall not be less than five business days from the date ofplacement price disclosure. The Company shall not have the right to placeadditional shares or other securities convertible into shares to persons thatdo not have the preemptive right for the acquisition thereof prior to theexpiry of the aforementioned period.

 

8.1.7. A person that has the preemptive right to acquire additionalshares or other securities convertible into shares shall have the right toexercise such preemptive right, wholly or in part, by submitting to the Companya written application for the acquisition of shares or other securitiesconvertible into shares with an attached document on payment for the shares orother securities convertible into shares which are being acquired (except forcases when the placement price is defined after the expiry of the effectiveperiod of the preemptive right). Such application shall contain the name (tradename) and place of residence (location) of the person that had submitted it,and the number of shares being acquired thereby.

 

8.2. Procedure for payment for shares and other securities beingplaced.

 

8.2.1. Shares and other securities of the Company may be paid for withmoney, securities, other property, property rights, or other rights having amonetary valuation.

 

If a resolution constituting the grounds for placement of theadditional shares or other securities convertible into shares stipulatespayment for them in means other than money, persons exercising their preemptiveright shall be entitled at their discretion to pay for them with money.

 

8.2.2. The form of payment for additional shares of the Company shallbe specified in the resolution on their placement. Payment for other securitiesof the Company may only be effected with money.

 

The placement of additional shares and other securities of the Companywhich are placed through subscription shall be conditional on payment for themin full.

 

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8.2.3. Where additional shares of the Company are paid for with meansother than money, the monetary value of the property contributed in payment forthe shares shall be appraised by the Board of Directors of the Company inaccordance with the current legislation. Where shares of the Company are paidfor with means other than money, the monetary value of the property contributedin payment for the shares shall be appraised by the independent appraisalunless otherwise is provided for by the federal law.

 

8.2.4. Additional shares of the Company shall be paid for at the pricedetermined by the Board of Directors of the Company in accordance with currentlegislation, but not below their par value.

 

The placement price for the additionally issued shares to be placedwith the persons exercising the preemptive right to acquire shares may be lessthan the placement price to other persons but no more than by 10 (ten) percent.

 

8.2.5. The Company may not impose restrictions on the acquisition bynonresidents of shares and other securities convertible into shares exceptwhere explicitly provided for by the legislation of the Russian Federation.

 

# **9. Dividends**

# ** **

9.1. Pursuant to a resolution of the General Meeting of Shareholders,dividends may be paid on the basis of the results of the first quarter, half,and/or nine months of the financial year and/or the results of the financialyear. A resolution to pay/declare dividends on the basis of results of thefirst quarter, half, and/or nine months of the financial year may be adoptedwithin three months after the end of the respective period. Annual dividendsshall be announced by the annual General Meeting of Shareholders according tothe results of the year.

 

9.2. The amount of dividends, calculated for one common share, shall bedetermined by the General Meeting of Shareholders at the recommendation of theBoard of Directors. The amount of dividends may not exceed the amountrecommended by the Board of Directors of the Company.

 

9.3. The Company shall be obligated to pay dividends that have beenannounced. As a rule, dividends shall be paid in money. A dividend may also bepaid in the form of other property, shares (capitalization of profits), othertypes of securities, property, or the assignment of property rights or otherrights having a monetary valuation. The amount of the dividend and the form ofpayment thereof on shares shall be established in the resolution to paydividends on shares.

 

The General Meeting of Shareholders may adopt a resolution not to paydividends on shares.

 

9.4. Dividends shall nether accrue nor be paid on shares that have notbeen issued into circulation or have been acquired by the Company.

 

9.5. Dividends shall accrue and be paid only on fully paid shares.

 

9.6. Interest shall not accrue on dividends that have not been paid outor received.

 

9.7. After a resolution to pay dividends has been adopted by theGeneral Meeting of Shareholders, such dividends must be paid by the end of theyear in which the resolution was adopted, unless a shorter period isestablished by the resolution to pay the dividends.

 

9.8. For each payment of dividends the Board of Directors shall preparea list of persons entitled to receive the dividends.

 

The list of persons entitled to receive dividends shall be prepared asat the date of preparation of the list of persons entitled to participate inthe General Meeting of Shareholders that adopted the resolution to pay thedividends. For the purpose of preparing the list of persons entitled to receiveannual dividends, a nominee holder of shares of the Company shall submitinformation on the persons in whose interests he holds the shares of theCompany.

 

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9.9. In the cases established by current legislation, the Company shallnot have the right to adopt a resolution to pay/announce dividends on shares.

 

9.10. The Company shall not have the right to pay declared dividends onshares in the cases established by current legislation.

 

# **10. Bonds and Other Securities of the Company**

# ** **

10.1. The Company shall have the right to place bonds and othersecurities provided for by the legal acts of the Russian Federation respectingsecurities.

 

10.2. The placement of bonds and other securities by the Company shallbe done pursuant to a resolution of the Board of Directors.

 

The placement by the Company of bonds convertible into shares and othersecurities convertible into shares shall be effected by resolution of theGeneral Meeting of Shareholders of the Company or by the resolution of theBoard of Directors of the Company. The resolution of the Company’s Board ofDirectors on the placement of bonds convertible into shares and othersecurities convertible into shares shall be adopted by the Company’s Board ofDirectors unanimously by all Board of Directors members and votes of exitingmembers of the Board of Directors shall not be counted.

 

10.3. A bond shall certify the right of its owner to demand redemptionof the bond (payment of the par value or payment of the par value and interest)at the established times.

 

A resolution to issue bonds must define the form, the maturity date andmethod of cancellation of the bonds.

 

10.4. Bonds may be issued by the Company only after the Charter Capitalhas been fully paid in.

 

10.5. The par value of all bonds issued by the Company may not exceedthe size of the Company’s Charter Capital and/or the amount of securityprovided to the Company for such purposes by third parties.

 

10.6. The Company may place bonds with a single maturity date or bondsredeemable in series on certain dates.

 

Bonds may be redeemed in monetary form or in other property in accordancewith the resolution to issue the bonds.

 

The Company may provide for the possibility of early redemption ofbonds at the option of the owners thereof. In such case, the redemption valueand the earliest date on which the bonds may be presented for redemption shallbe specified in the resolution to issue the bonds.

 

10.7. The Company may place bonds secured by certain property of theCompany, bonds under security provided to the Company by third parties for thepurpose of the issue, and debenture bonds.

 

10.8. Bonds may be registered or bearer. When registered bonds areissued, the Company shall be required to keep a register of their holders. Alost registered bond shall be replaced by the Company for a reasonable fee. Therights of the owner of a lost bearer bond shall be restored by a court in themanner established by civil procedural legislation of the Russian Federationfor the restoration of a right in respect of a lost bearer instrument.

 

# **11. Managerial bodies of the Company**

# ** **

The management bodies of the Company shall be:

 

•     the General Meeting of Shareholders;

 

•     the Board of Directors;

 

•     the President (Individual Executive Body);

 

•     the Executive Board (Collegial ExecutiveBody).

 

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# ** **

# **12. General Meeting of Shareholders**

# ** **

12.1. The General Meeting of Shareholders shall be the highestmanagement body of the Company.

 

The following issues shall be within the competence of the GeneralMeeting of Shareholders:

 

1.               making ofamendments to the Charter of the Company or approval of a restated version ofthe Charter;

 

2.               reorganizationof the Company;

 

3.               liquidation ofthe Company, appointment of a liquidation commission, and approval of interimand final liquidation balance sheets;

 

4.               determinationof the size of the Board of Directors, election of its members, and earlytermination of their powers;

 

5.               determinationof the number, par value, category (class) of authorized shares and rightsgranted by such shares;

 

6.               increase of theCompany’s Charter Capital by way of an increase in the par value of shares orthe placement of additional shares;

 

7.               decrease of theCompany’s Charter Capital by way of a decrease in the par value of shares, byway of the acquisition by the Company of some shares for the purposes ofreducing their total number as well as by the cancellation of shares acquiredor redeemed by the Company;

 

8.               determinationof the size of the Audit Commission (internal auditor) of the Company, electionof its members, and early termination of their powers;

 

9.               approval of theexternal auditor of the Company (“External Auditor”);

 

10.         payment/declarationof dividends on the basis of results of the first quarter, half, and/or ninemonths of the financial year;

 

11.         approval of theCompany’s annual reports and annual financial statements, including incomestatements (profit and loss accounts), and distribution of profits (includingthe payment/declaration of dividends, except profits distributed as dividendson the basis of results of the first quarter, half, and nine months of thefinancial year) and losses of the Company on the basis of results of thefinancial year;

 

12.         determinationof the procedure for conducting the General Meeting of Shareholders;

 

13.         election ofmembers to the Counting Commission and early termination of their powers;

 

14.         splitting andconsolidation of shares;

 

15.         adoption ofresolutions on approval of transactions in whose performance there is aninterest, in the cases provided for by Article 83 of the Federal Law “On JointStock Companies” and other legislation of the Russian Federation;

 

16.         adoption ofresolutions on approval of major transactions associated with the acquisitionor alienation of property by the Company, in the cases provided for by Article79 of the Federal Law “On Joint Stock Companies” and other legislation of theRussian Federation;

 

17.         acquisition bythe Company of placed shares in the cases provided for by the legislation ofthe Russian Federation;

 

18.         adoption of aresolution on participation in financial-industrial groups and otherassociations of commercial organizations;

 

19.         approval ofinternal documents regulating the activities of the Company’s bodies.

 

20.         other issuesprovided for by this Charter, the Federal Law “On Joint Stock Companies,” andother current legislation of the Russian Federation.

 

Matters assigned to the competence of the General Meeting ofShareholders cannot be transferred to the executive body of the Company to beresolved.

 

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Matters assigned to the competence of the General Meeting ofShareholders cannot be transferred to the Board of Directors of the Company tobe resolved, with the exception of the issues envisaged by the currentlegislation.

 

12.2. General Meetings of Shareholders may be annual or extraordinary.

 

12.3. Annual General Meeting of Shareholders.

 

12.3.1. The Company shall be required to hold an annual General Meetingof Shareholders no earlier than two months before and no later than six monthsafter the end of the preceding financial year of the Company. The specific dateof the annual General Meeting of Shareholders shall be set by a resolution ofthe Board of Directors.

 

All meetings other than the annual meeting shall be extraordinary.

 

12.3.2. The annual General Meeting of Shareholders shall be called bythe Board of Directors. A resolution to call such meeting must be adopted by amajority of votes of members of the Board of Directors attending the respectivemeeting.

 

When adopting a resolution to call an annual General Meeting ofShareholders, the Board of Directors shall establish the form in which themeeting is to be held and approve the provisions set forth in clause 12.9.3 ofthe Company’s Charter.

 

12.3.3. The following issues shall be decided each year at the annualGeneral Meeting of Shareholders:

 

1.               election ofmembers of the Board of Directors of the Company ;

 

2.               approval of theCompany’s annual reports and annual financial statements, including incomestatements (profit and loss accounts), and distribution of profits (includingthe payment/declaration of dividends, except profits distributed as dividendson the basis of results of the first quarter, half, and nine months of thefinancial year) and losses of the Company on the basis of results of thefinancial year;

 

3.               election of themembers of the Audit Commission (internal auditor) of the Company;

 

4.               approval of theExternal Auditor of the Company;

 

5.               at the proposal ofShareholders, the Board of Directors, the Audit Commission, or the ExternalAuditor, other issues may be included on the agenda of the annual GeneralMeeting of Shareholders in the manner and within the times established by theCompany’s Charter.

 

12.4. Extraordinary General Meeting of Shareholders.

 

12.4.1. An extraordinary meeting of the General Assembly ofShareholders shall be held pursuant to a resolution of the Board of Directorson the basis of:

 

•                  its owninitiative;

 

•                  a request bythe Audit Commission (internal auditor) of the Company;

 

•                  a request bythe External Auditor of the Company;

 

•                  a request by aShareholder (Shareholders) owning at least 10 (ten) percent of the votingshares of the Company on the date the demand is made.

 

Such requests must be made in the manner and within the periods establishedby this Charter and include:

 

•                  the wording ofthe agenda items;

 

Such a request may also contain:

 

•                  the wording ofthe resolutions on each item on the agenda contained in the request;

 

•                  a proposal onthe form in which the meeting of Shareholders should take place.

 

In the event that a request initiating the calling of an extraordinaryGeneral Meeting of Shareholders of the Company contains a proposal nominatingcandidates to the Company’s bodies, the relevant provisions of the legislationof the Russian Federation, the Charter of the Company and of other internaldocuments of the Company shall apply to such request.

 

12.4.2. A resolution of the Board of Directors initiating the callingof an extraordinary meeting of Shareholders shall be adopted by a two-thirdsmajority of votes of members of the Board of Directors participating in therespective meeting. Such resolution must approve:

 

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•                  the wording ofissues on the agenda;

 

•                  the form ofholding the meeting.

 

The minutes of a meeting of the Board of Directors that adopts such aresolution must specify the names of the members of the Board of Directors who,in the voting on the resolution, voted in favor, against, and abstained.

 

12.4.3. A request of the Audit Commission of the Company to call anextraordinary General Meeting shall be adopted by a simple majority of votes ofthe members of the Audit Commission attending the respective meeting and besent to the Board of Directors. Said request shall be signed by the members ofthe Audit Commission who voted in favor of its adoption.

 

A request by the External Auditor initiating the calling of anextraordinary General Meeting shall be signed by him and be sent to the Boardof Directors.

 

12.4.4. Shareholders owning in aggregate at least 10 percent of thevoting shares of the Company who initiate the calling of an extraordinaryGeneral Meeting of Shareholders shall send to the Board of Directors a writtenrequest specifying, in addition to the information specified in clause 12.4.1,the following information:

 

•                  the names ofthe Shareholders and information about the voting shares owned by them.

 

Such request shall be signed by the Shareholder or an agent thereof. Ifthe request is signed by an agent, a power of attorney shall be attachedthereto.

 

If the request is signed by a representative of the legal entity whoacts on its behalf under a power of attorney, the power of attorney shall beattached to the request.

 

12.4.5. A request to call an extraordinary General Meeting shall besubmitted in writing by registered letter to the Company’s address withnotification of receipt or be submitted to the Company’s office.

 

The date of submission of a request to call an extraordinary GeneralMeeting shall be defined as the date of notification of receipt thereof or thedate of its submission to the Company’s office.

 

12.4.6. Within 5 days of the date of submission of a request, the Boardof Directors shall adopt a resolution to call or a resolution to refuse to callan extraordinary General Meeting.

 

12.4.7. The Board of Directors may adopt a resolution refusing to callan extraordinary General Meeting of Shareholders, or a resolution not toinclude on the agenda certain issues proposed by the initiators of a meeting,exclusively in the cases provided for by the legislation of the RussianFederation.

 

12.4.8. An extraordinary General Meeting of Shareholders called at therequest of the Audit Commission (internal auditor) of the Company, ExternalAuditor or Shareholders (a Shareholder) owning at least 10 percent of thevoting shares of the Company must be held within 40 days from the time whensuch request that the extraordinary General Meeting of Shareholders of theCompany be held is made.

 

If the proposed agenda of the extraordinary General Meeting ofShareholders contains an item on election of the members of the Board ofDirectors of the Company, such General Meeting of Shareholders must be heldwithin 70 days from the time when the request that the extraordinary GeneralMeeting of Shareholders of the Company be held is made, provided a shorterperiod is not stipulated in the Charter of the Company.

 

12.4.9. When adopting a resolution to convene an extraordinary GeneralMeeting of Shareholders, the Board of Directors shall, depending on the form inwhich the meeting is to be held, approve the provisions set forth in clause12.9.3 hereof for the respective form of the meeting.

 

12.4.10. A resolution of the Board of Directors of the Company to callan extraordinary General Meeting of the Company’s Shareholders or asubstantiated resolution on refusal to call an extraordinary General Meeting orrefusal to include certain issues on the 

 

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agenda of a meeting shall be sent to the persons whorequested to call an extraordinary General Meeting within 3 (three) days of thetime the corresponding resolution is adopted.

 

12.4.11. A resolution of the Board of Directors to refuse to call anextraordinary General Meeting of Shareholders or to include a proposed issue onthe agenda may be appealed to a court.

 

12.4.12. The Company shall begin all measures relating to the calling,preparation, and holding of an extraordinary General Meeting of Shareholdersonly after financing therefore has been arranged in the manner established bythis Charter.

 

After the Board of Directors has adopted a resolution to call a GeneralMeeting of Shareholders, the President of the Company shall be obligated toimmediately arrange financing for the holding of the meeting.

 

12.5. A Shareholder’s representative at the General Meeting ofShareholders shall act in accordance with powers granted to him under a powerof attorney executed in writing.

 

A power of attorney to vote must contain information about theprincipal and the representative (for individuals: name, details ofidentification document, i. e. series and/or number of the identificationdocument, date and place of issuance, agency that issued the identificationdocument; for legal entities: name, place of business) as well as informationabout the representative’s powers. A power of attorney to vote must be executedin accordance with the requirements of Article 185, clauses 4 and 5 of theCivil Code of the Russian Federation or notarized.

 

12.6. Voting at the General Meeting shall be conducted according to theprinciple, “one share equals one vote,” except in the election of members ofthe Board of Directors in accordance with clause 13.2 hereof. Resolutions ofthe General Meeting of Shareholders shall be adopted by a simple majority ofvotes of those attending the meeting.

 

Resolutions on issues 1–3, 5, 7, and 17 of clause 12.1 hereof and onother issues, in cases directly provided for by current legislation, shall beadopted by the General Meeting of Shareholders by a three-fourthsmajority of votes of the Shareholders who own voting shares and areparticipating in the respective meeting.

 

12.7. Expenses associated with the preparation and holding of theannual General Meeting of Shareholders or an extraordinary General Meeting ofShareholders initiated by members of the Board of Directors or the AuditCommission (internal auditor) or by the External Auditor shall be paid out ofthe funds of the Company in accordance with an budget approved by theIndividual Executive Body of the Company and shall be included in the Company’sannual budget.

 

12.8. If within the period established by the legislation of theRussian Federation and the Company’s Charter the Board of Directors does notadopt a resolution to call an extraordinary General Meeting of Shareholders, oradopts a resolution to refuse to call such meeting, an extraordinary GeneralMeeting of Shareholders may be called by the bodies and the persons whorequested such meeting.

 

In such case, expenses for the preparation and holding of the GeneralMeeting of Shareholders may be reimbursed out of the Company’s funds pursuantto a resolution of the General Meeting of Shareholders.

 

12.9. Form of adopting resolutions by the General Meeting of the Company’sShareholders.

 

12.9.1. Resolutions of a General Meeting of Shareholders may be adoptedby means of holding a meeting (joint presence of shareholders for discussion ofagenda issues and adoption of decisions on issues requiring a vote) or byremote voting (without holding a meeting).

 

12.9.2. The persons included on the list of persons entitled toparticipate in the General Meeting of Shareholders and their authorizedrepresentatives may participate in the General Meeting of Shareholders. Thefollowing persons may participate in the General Meeting of Shareholders heldin the form of joint presence: the Company’s External Auditor, members of theBoard of Directors and the Individual Executive Body of the Company, members ofthe 

 

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Counting and Audit Commissions and candidatesincluded on ballots for election to managerial and supervisory bodies of theCompany.

 

Simultaneously with the notifying the Company’s Shareholders of theGeneral Meeting of Shareholders the Company shall send an invitation toparticipate in the General Meeting of the Company’s Shareholders to members ofthe Board of Directors, members of the Audit Commission, and the Company’sExternal Auditor, and to candidates for the Board of Directors and the AuditCommission whose names are included in ballots for voting at the GeneralMeeting of the Company’s Shareholders that is being called.

 

In case the issue of reelection of the Board of Directors is put on theagenda of the Extraordinary General Meeting of Shareholders the invitation toparticipate in the General Meeting of the Company’s Shareholders shall beforwarded to candidates nominated for election to the Board of Directors noless than 20 days prior to the date of the Extraordinary General Meeting ofShareholders.

 

12.9.3. In preparing for a General Meeting to be held in the form ofjoint presence, the Board of Directors shall determine:

 

•                  the agenda ofthe General Meeting of Shareholders;

 

•                  the form andtext of the voting ballots;

 

•                  the list ofinformation (materials) to be submitted to Shareholders in preparation for theGeneral Meeting and the procedure for submission of information;

 

•                  the date ofcompilation of the list of persons entitled to participate in the GeneralMeeting;

 

•                  the date,place, and time of the meeting;

 

•                  the date,place, and start time of registration to participate in the meeting;

 

•                  the text of thenotice of the General Meeting to be sent to the Shareholders;

 

•                  the manner ofnotifying Shareholders about the holding of a General Meeting of Shareholders.

 

If the agenda includes issues on which voting may, in accordance withthe legislation of the Russian Federation, give rise to a Shareholder’s rightto demand that the Company redeem shares owned by him, the Board of Directorsshall also determine:

 

•                  the price to bepaid for redeemed shares, corresponding to the market value thereof, determinedin accordance with current legislation;

 

•                  the procedureand periods for effecting the redemption.

 

In preparing for the holding of a General Meeting in the form of remotevoting the Board of Directors shall determine:

 

•                  the agenda ofthe General Meeting of shareholders;

 

•                  the form andtext of voting ballots;

 

•                  the list ofinformation (materials) to be provided to the persons entitled to participatein the meeting of shareholders ;

 

•                  the date ofcompilation of the list of persons entitled to participate in the meeting;

 

•                  the manner ofnotifying Shareholders about the holding of a General Meeting of Shareholders;

 

•                  the date onwhich Shareholders are to be provided with voting ballots and other information(materials);

 

•                  the last dateon which voting ballots will be accepted by the Company and the postal addressto which the completed ballots shall be sent;

 

•                  the text of thenotice of the General Meeting to be sent to the Shareholders.

 

If the agenda includes issues on which voting may, in accordance withthe legislation of the Russian Federation, give rise to a Shareholder’s rightto demand that the Company redeem shares owned by him, the Board of Directorsshall also determine:

 

•                  the price to bepaid for redeemed shares, corresponding to the market value thereof, determinedin accordance with current legislation;

 

•                  the procedureand periods for effecting the redemption.

 

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12.9.4. A General Meeting of Shareholders whose agenda includes itemson election of the Board of Directors or Audit Commission (internal auditor),approval of the Company’s External Auditor, approval of the Company’s annualreports and annual financial statements, including income statements (profitand loss accounts), and distribution of profits (including payment/declarationof dividends, except profits distributed as dividends on the basis of resultsof the first quarter, half, and nine months of the financial year) and lossesof the Company on the basis of results of the financial year, cannot be carriedout in the form of remote voting.

 

12.9.5. Voting at the General Meeting of Shareholders that is held inthe form of joint presence and in the form of remote voting shall be conductedusing voting ballots in conformity with the requirements of the legislation ofthe Russian Federation.

 

In the case of conducting a meeting in the form of joint presence,voting ballots shall be handed to each person included in the list of personsentitled to participate in the General Meeting of Shareholders (itsrepresentative) against the signature of such person registered to participatein the General Meeting of Shareholders. In case of conducting the GeneralMeeting of Shareholders by means of remote voting or in other cases providedfor by the law the voting ballot should be sent by registered mail, or courier,or shall be handed to each person included in the list of persons entitled toparticipate in the General Meeting of Shareholders, against the signature ofsuch person, no later than 20 days before the date for holding the GeneralMeeting of the Company’s Shareholders. The Shareholders registered to participatein the General Meeting of Shareholders and the Shareholders whose ballots werereceived no later than two days prior to the date of the General Meeting ofShareholders are considered as the participants of the General Meeting ofShareholders conducted in the form of joint presence. In a case of a GeneralMeeting of Shareholders held in the form of remote voting, the persons whoseballots were received by the Company within the period established for theacceptance of voting ballots shall be deemed to have participated in themeeting.

 

In a case of remote voting, the resolutions approved by the GeneralMeeting of the Company’s Shareholders and voting results shall be submitted, ina manner as stipulated for submission of the notice of a General Meeting of theCompany’s Shareholders, to the persons, included in the list of personsentitled to participate in the General Meeting of the Company’s Shareholders,no later than 10 days after a record of voting results is prepared in the formof a report on voting results.

 

12.10. Proposals for the agenda of the annual General Meeting.

 

12.10.1. The agenda of the General Meeting of Shareholders shall beapproved by the Board of Directors. The procedure for submission of proposalsand approval of the agenda of an extraordinary General Meeting of Shareholdersis set forth in clause 12.4 hereof.

 

12.10.2. Shareholders owning in aggregate at least 2 percent of thevoting shares of the Company shall have the right to submit items to the agendaof the annual General Meeting. Such proposals shall be submitted to the Companyno later than 105 days after the end of the financial year.

 

12.10.3. Proposals for the agenda must be in writing and sent byregistered letter to the Company’s address or submitted to the Company’soffice.

 

12.10.4. A proposal for the agenda of an annual General Meeting ofShareholders must contain:

 

•                  the wording ofissues on the agenda of the meeting of shareholders;

 

•                  the names ofthe Shareholders and information about the shares owned by them (number,category (class)).

 

The proposal shall be signed by a Shareholder or his attorney in fact.

 

If the proposal is signed by an attorney in fact, a power of attorneyshall be attached.

 

If the proposal is signed by a representative of the legal entity, whoacts on its behalf under a power of attorney, the power of attorney shall beattached to the proposal.

 

12.10.5. No later than 5 business days after the deadline forsubmission of proposals established by the Company’s Charter, the Board ofDirectors shall be obligated to examine 

 

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the proposals submitted and adopt either aresolution to include them on the agenda of the annual General Meeting ofShareholders or a resolution to refuse to include them on said agenda.

 

12.10.6. A resolution to refuse to include an issue on the agenda of anannual General Meeting of Shareholders may be adopted by the Board of Directorsin the following cases:

 

•                  the periodestablished by this Charter for the submission of proposals has not beencomplied with;

 

•                  the proposaldoes not comply with the requirements of this Charter and current legislation;

 

•                  theShareholders who submitted the proposal are not, on the date of submission ofthe proposal, owners of the required number of voting shares;

 

•                  an issueproposed for inclusion on the agenda does not fall within the competence of theGeneral Meeting pursuant to current legislation and the Company’s Charter;

 

12.10.7. A substantiated resolution to refuse to include the proposedissue on the agenda of the annual General Meeting shall be sent by registeredmail to the Shareholders who submitted the issue within 3 days of the adoptionof resolution or delivered to the Shareholder personally.

 

12.10.8. A resolution of the Board of Directors refusing to include anissue on the agenda of an annual General Meeting of Shareholders may beappealed to a court.

 

12.10.9. After Shareholders have been notified of a General Meeting inthe manner stipulated by this Charter, the agenda for such meeting cannot bechanged.

 

12.11. Procedure for nominating candidates to the Company’s managementand supervisory bodies.

 

12.11.1. Shareholders who in aggregate own at least 2 percent of thevoting shares of the Company on the date of submission of a proposal maynominate for election at the annual General Meeting candidates to the Board ofDirectors, the Audit Commission and the Counting Commission of the Company.Such proposals shall be submitted to the Company no later than 105 calendardays after the end of the financial year. The number of candidates in oneapplication may not exceed the number of members of the respective bodies setby Charter of the Company or by the General Meeting of Shareholders.

 

In the event that the proposed agenda of an extraordinary GeneralMeeting of Shareholders contains an item on election of the members of theBoard of Directors of the Company who must be elected by cumulative voting, theShareholders (Shareholder) of the Company which own in aggregate at least 2 percentof voting shares of the Company shall have the right to nominate candidates forelection to the Board of Directors of the Company, the number of which cannotexceed the number of seats on the Board of Directors of the Company. Suchproposals shall be submitted to the Company no later than 30 days before thedate when the extraordinary General Meeting of Shareholders is to be held.

 

In case the proposed agenda for the General Meeting of Shareholdersincludes an issue of the Company reorganization by merger, split-off, orde-merger and an issue of election of the Board of Directors (SupervisoryBoard) of the company that is being created by merger, split-off or de-merger,a shareholder or shareholders owning in aggregate at least 2% of voting sharesin the Company may nominate candidates to the Board of Directors (SupervisoryBoard) of the company under formation, its collegial executive body, AuditingCommission or a candidate to the position of the company’s auditor, and thenumber of such nominees may not exceed the size of a respective body thatshould be indicated in the notice of the General Meeting of the company’sShareholders in accordance with the Draft Charter of the company underformation, and also may nominate a candidate to the position of the individualexecutive body of the company under formation.

 

In case the proposed agenda for the General Meeting of Shareholdersincludes an issue of the Company reorganization by merger, a shareholder orshareholders owning in aggregate at least 2% of voting shares in the companythat is being reorganized may nominate candidates to the Board of Directors(Supervisory Board) of the company that is being created by merger,

 

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and the number of such nominees may not exceed thenumber of members of the Board of Directors (Supervisory Board) of the companyunder formation to be elected by the respective company, and such number shouldbe indicated in the notice of the General Meeting of the Company’s Shareholdersin accordance with the Merger Agreement.

 

Proposals on candidates should be received by the Company underreorganization no later than 45 days prior to the General Meeting ofShareholders of the Company under reorganization.

 

12.11.2. An application to nominate candidates shall be submitted inwriting by registered letter to the Company’s address or be submitted to theCompany’s office.

 

12.11.3. The following information shall be included in an application(including in cases of self-nomination):

 

•                  the name of thecandidate and, if the candidate is a Shareholder of the Company, the number ofshares owned by him;

 

•                  details of thecandidate’s identification document (series and/or number of the identificationdocument, date and place of issuance, agency that issued the identificationdocument);

 

•                  name of thebody of the Company for election to which the candidate is being nominated;

 

•                  otherinformation on the candidate, stipulated by the Charter of the Company orinternal document of the Company;

 

•                  the names(trade names) of the Shareholders nominating the candidate and the number,category (class) of shares owned by them.

 

The application shall be signed by the Shareholder or his attorney infact (representative). If the application is signed by an attorney in fact(representative), a power of attorney shall be attached.

 

12.11.4. The Board of Directors shall be obligated to examine theapplications submitted and decide whether to include the nominees on the listof candidates for voting in elections to the Board of Directors, the AuditCommission and the Counting Commission of the Company or to refuse inclusion nolater than 5 days after the end of the period for submission of proposalsestablished by this Charter.

 

12.11.5. In the cases provided for by current legislation, the Board ofDirectors may adopt a resolution to refuse to include nominees on the list ofcandidates for voting.

 

12.11.6. A substantiated resolution of the Board of Directors to refuseto include a nominee on the list of candidates for voting in elections to theBoard of Directors, the Individual Executive Body of the Company, or the AuditCommission shall be sent by registered letter to the Shareholder (Shareholders)that submitted the proposal no later than 3 days after the adoption of suchresolution or delivered personally to the Shareholder.

 

12.12. Notification on conduction of a General Meeting of Shareholders.

 

12.12.1. Persons included in the list of persons entitled toparticipate in the General Meeting of Shareholders of the Company shall benotified of a General Meeting to be held in the form of joint presence orremote form no less than 30 calendar days prior to the date of commencement ofthe General Meeting of Shareholders, unless another time period is establishedby the norms of the Russian law, by sending the text of the notice of a GeneralMeeting of Shareholders by registered letter to the address specified in thelist of persons entitled to participate in the General Meeting of Shareholdersor be delivered personally to such persons against a signature of receipt.

 

The text of the notice of a General Meeting of Shareholders may also bepublished in mass media determined pursuant to a resolution of the Board ofDirectors of the Company .

 

The date of notification of the Shareholders of a General Meeting shallbe defined as the date of mailing, the date of publication, or the date ofpersonal delivery of the text of the notice.

 

The text of the notice of a General Meeting of the Company’sShareholders may, pursuant to a resolution of the Board of Directors,additionally be sent in electronic form to 

 

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those Shareholders who have provided the Company orthe registrar with e-mail addresses for the delivery of such notices.

 

12.12.2. The text of a notice of the holding of a General Meeting inthe form of joint presence shall specify:

 

•                  the full tradename and location of the Company;

 

•                  the informationon initiators of the calling of the General Meeting, its type (annual orextraordinary), and the direct form of holding the meeting;

 

•                  the date,place, and time of the General Meeting of Shareholders;

 

•                  the date,place, and start time of registration to participate in the General Meeting ofShareholders;

 

•                  the date ofcompilation of the list of persons entitled to participate in the GeneralMeeting of Shareholders;

 

•                  the agenda ofthe General Meeting of Shareholders ;

 

•                  the procedurefor familiarizing with information (materials) to be provided to theShareholders in preparation for the General Meeting, including: addresses whereShareholders may inspect and obtain copies of materials to be provided topersons entitled to participate in the meeting of shareholders of the Companyin preparation for the General Meeting, and where to send corresponding writtenremarks and proposals on the said materials and other proposals concerning theitems on the agenda.

 

In the event that the agenda includes issues on which voting may, inaccordance with current legislation, give rise to a Shareholder’s right todemand that the Company redeem shares, the notice must also containinformation:

 

•                  on thepossession by Shareholders of the right to demand that the Company redeemshares owned by them;

 

•                  on the price tobe paid for redeemed shares, corresponding to the market value thereof,determined in accordance with current legislation;

 

•                  on theprocedure and periods for effecting redemption.

 

12.12.3. When a General Meeting is to be held in the form of remotevoting, the text of the notice must contain the following information:

 

•                  the full tradename and location of the Company;

 

•                  the form of theGeneral Meeting of Shareholders;

 

•                  informationabout the initiators of the extraordinary meeting that is to be held in theremote form;

 

•                  issues put onthe agenda of the General Meeting of Shareholders;

 

•                  the date onwhich Shareholders are to be provided with voting ballots and other information(materials);

 

•                  the last day onwhich voting ballots will be accepted by the Company;

 

•                  addresses wherevoting ballots will be accepted (mailing address and addresses of acceptancepoints);

 

•                  the date ofcompilation of the list of persons entitled to participate in the GeneralMeeting of Shareholders;

 

•                  the procedurefor notifying the persons entitled to participate in the General Meeting ofShareholders about resolutions adopted and the results of voting;

 

•                  the procedurefor familiarizing with the information (materials) to be provided inpreparation for the General Meeting of Shareholders.

 

If the agenda includes issues on which voting may, in accordance withthe legislation of the Russian Federation, give rise to a Shareholder’s rightto demand that the Company redeem shares owned by him, the notice must alsocontain information:

 

•                  on thepossession by Shareholders of the right to demand that the Company redeemshares owned by them;

 

•                  on the price tobe paid for redeemed shares, corresponding to the market value thereof,determined in accordance with current legislation;

 

•                  on theprocedure and periods for effecting redemption.

 

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12.12.4. Pursuant to a resolution of the Board of Directors, the textof a notice of a General Meeting may also include other informationsupplementary to the required information.

 

12.12.5. The information (materials) that must be provided to thepersons entitled to participate in the meeting of shareholders in preparationfor an annual General Meeting shall include the following:

 

•                  the annualaccounting reports of the Company;

 

•                  conclusions ofthe Audit Commission on the results of the annual audit of the Company’sfinancial statements ;

 

•                  audit report;

 

•                  informationabout candidates for the Board of Directors, the Audit Commission (internalauditor) and the Counting Commission;

 

•                  informationabout the proposed External Auditor;

 

•                  drafts ofproposed amendments to the Company’s Charter and internal regulations and/ordrafts of a restated version of the Charter and internal regulations of theCompany;

 

•                  drafts ofresolutions of the General Meeting of Shareholders of the Company;

 

•                  otherinformation prescribed by the Company’s Charter, legislation, or a resolutionof the Board of Directors.

 

12.12.6. Persons entitled to participate in the General Meeting ofShareholders of the Company shall be entitled to inspect the materials at theaddresses specified in the notice, and to obtain copies of all materials forthe meeting at the specified addresses. A person entitled to participate in theGeneral Meeting of Shareholders of the Company shall be entitled to requestthat said materials be sent to him through the mail, with the proviso that thecost of postal services shall be paid by said Shareholder.

 

Pursuant to a resolution of the Board of Directors, information to beprovided to the persons entitled to participate in a General Meeting ofShareholders that is not classified as confidential or a commercial secret maybe published in whole or in part on the Company’s Internet website.

 

12.12.7. In the event that a person registered in the Register ofShareholders of the Company is a nominee holder of shares, the notice of aGeneral Meeting shall be sent to the nominee holder of shares. The nomineeholder of shares shall be obligated to inform its clients in the manner andwithin the time established by legal acts or by the contract with the client.

 

12.13. Right to participate and methods of participation byShareholders in a General Meeting.

 

12.13.1. The list of persons entitled to participate in a GeneralMeeting shall be compiled on the basis of data in the Register of Shareholdersof the Company as at a date to be established by the Board of Directors.

 

12.13.2. The date established for compilation of the list of personsentitled to participate in a General Meeting of Shareholders may not be earlierthan the date of adoption of the resolution to hold the meeting or more than 50calendar days before the date of the meeting, and if the proposed agenda of anextraordinary meeting of shareholders contains the issue dealing with theelection of members to the Board of Directors by cumulative voting, more than65 days before the date of the General Meeting of Shareholders.

 

In case of holding a General Meeting of Shareholders where ballotsreceived by the Company in accordance with Paragraph 12.15.1 hereof participatein the quorum assessment and voting procedure, the date for making up a list ofpersons entitled to participate in the General Meeting of Shareholders shall beset up at least 35 days prior to the date for holding the General Meeting ofShareholders.

 

In any event, the date of compilation of the list of persons entitledto participate in a General Meeting must precede the date established by theCompany’s Charter for notifying of such General Meeting the persons entitled toparticipate in the General Meeting of Shareholders.

 

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12.13.3. For the purpose of compilation of the list of persons entitledto participate in a General Meeting, a nominee holder of shares shall submit dataconcerning the persons on whose behalf it owns shares, as at the date ofcompilation of the list.

 

12.13.4. The list of persons entitled to participate in a GeneralMeeting of Shareholders shall contain the following information:

 

•                  the name of theperson ;

 

•                  data requiredto identify such person;

 

•                  postal address of the personto which notice of the holding of the General Meeting of Shareholders, votingballots and reports on the results of voting are to be sent;

 

•                  data on the number, category(class) of shares owned by the Shareholder, including those carrying votingrights at the respective meeting, whether on all issues within its competenceor only on certain issues on the agenda.

 

12.13.5. The list of persons entitled to participate in a GeneralMeeting shall include Shareholders who own fully paid registered common sharesof the Company of any issue.

 

12.13.6. Changes to the list of persons entitled to participate in aGeneral Meeting of Shareholders may be made only in the event of restoration ofviolated rights of persons not included on the list on the date of itscompilation or correction of errors committed when compiling the list.

 

12.13.7. The list of persons entitled to participate in a GeneralMeeting of Shareholders shall be made available by the Company for inspectionupon the request of any persons included in that list and possessing inaggregate at least 1 percent of votes.

 

The request shall be signed by a Shareholder or his attorney in fact(representative). If the request is signed by an attorney in fact(representative), a power of attorney shall be attached.

 

The request shall be sent by registered letter to the Company’s addressor submitted to the Company’s office.

 

12.13.8. At the request of any interested person the Company mustwithin three days provide that person with an excerpt from the list of personsentitled to participate in the General Meeting of Shareholders, containinginformation about that person, or a statement indicating that the person is notincluded in the list of persons entitled to participate in the General Meetingof Shareholders.

 

12.13.9. In the event that a share is transferred after the date ofcompilation of the list of persons entitled to participate in the GeneralMeeting of Shareholders and before the date of the General Meeting ofShareholders, a person included in the list shall be obligated to issue to theacquirer a power of attorney to vote or be obligated to vote at the GeneralMeeting in accordance with the instructions of the acquirer of the share. Thisrule shall also apply to any subsequent transfer of the share.

 

12.13.10. The right to participate in a General Meeting of Shareholdersmay be exercised by a person entitled to participate in the General Meeting ofShareholders both in person and through his representative.

 

12.13.11. The delegation of rights (powers) to a representative of aperson entitled to participate in a meeting of shareholders shall be effectedby the issuance of a written authorization—a power of attorney—executed in accordancewith the requirements of legislation.

 

12.13.12. A Shareholder may at any time replace his representative orpersonally exercise the rights granted by a share upon terminating therespective power of attorney in the manner established by law, provided thatsuch consequences of termination of a power of attorney as may be contemplatedby law are complied with.

 

12.13.13. Where a share of the Company is in the common participatoryownership of several persons, voting powers at the General Meeting ofShareholders shall be exercised, at their discretion, either by one of theparticipants in common participatory ownership or by their commonrepresentative. The powers of each of the aforesaid persons must be dulyformalized.

 

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12.14. Working bodies of the General Meeting of Shareholders of theCompany.

 

12.14.1. The working bodies of the General Meeting are:

 

•                  the Chairman;

 

•                  the CountingCommission.

 

12.14.2. The Chairman shall be elected at the meeting by a majority ofvotes of the Shareholders present at the meeting.

 

The Chairman shall perform the following functions:

 

•                  conduct the General Meetingof Shareholders;

 

•                  ensure compliance with rulesof procedure for the General Meeting;

 

•                  sign the minutes of theGeneral Meeting.

 

12.14.3. With respect to performance of the duties entrusted to it theCounting Commission shall be an independent, standing working body of GeneralMeeting of Shareholders.

 

12.14.4. The Counting Commission shall perform the following functions:

 

•                  verify powersand register persons to participate in the General Meeting of Shareholders andkeep a registration journal;

 

•                  keep records ofpowers of attorney and the rights granted thereby, reflecting these in acorresponding journal;

 

•                  give out andsend voting ballots and other information (materials) for the General Meetingand keep a journal recording issued (sent) ballots;

 

•                  determine thequorum of the General Meeting of Shareholders;

 

•                  explain issuesrelating to the exercise by Shareholders (their representatives) of votingrights at the General Meeting;

 

•                  explain theprocedure for voting on issues put to voting;

 

•                  ensurecompliance with the established voting procedure and uphold the rights ofShareholders to participate in voting;

 

•                  count votes andtally voting results;

 

•                  prepare arecord of voting results;

 

•                  maintain filesof all documents of the General Meeting, including voting ballots;

 

•                  perform otherfunctions.

 

12.14.5. The Counting Commission shall be elected by the annual GeneralMeeting of Shareholders.

 

12.14.6. The Counting Commission shall consist of at least 3 persons.

 

Members of the Board of Directors, members of the Audit Commission(internal auditor), and the President of the Company as well as personsnominated as candidates for such positions may not serve on the CountingCommission.

 

12.14.7. The Counting Commission shall elect a chairman and a secretaryfrom among its members. The chairman shall entrust the functions of thesecretary of the General Meeting to one of the members of the commission.

 

12.14.8. If the number of Shareholders owning voting shares of theCompany becomes more than 500, the Counting Commission’s functions shall beperformed by the Company’s registrar. In such case, clauses 12.14.5–12.14.7 ofthis Charter shall not apply and the functions of the Secretary of the GeneralMeeting of Shareholders shall be performed by a person empowered by theregistrar.

 

12.15. Quorum at a General Meeting. Secondary calling of a GeneralMeeting.

 

12.15.1. A General Meeting of Shareholders shall be empowered (have aquorum) if Shareholders (their representatives) holding in aggregate more thana half of the votes granted by the placed voting shares of the Company haveparticipated in the meeting.

 

Those Shareholders who have registered to participate in the GeneralMeeting of Shareholders and those Shareholders whose voting ballots have beenreceived no later than two days before the General Meeting of Shareholders isheld shall be deemed to have participated in the General Meeting ofShareholders.

 

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Those Shareholders whose voting ballots have been received prior to thefinal date for accepting voting ballots shall be deemed to have participated inthe General Meeting of Shareholders held in the form of remote voting.

 

12.15.2. In the case of a meeting held in direct form, the presence ofa quorum shall be determined once, at the end of the period for officialregistration of participants in the meeting. The principle, “If a quorum hasbeen reached, it may not be impaired,” shall apply.

 

12.15.3. In the absence of a quorum for holding a General Meeting, theBoard of Directors shall announce the date of a new General Meeting. Theresolution of the Board of Directors to hold a new General Meeting must approvethe provisions set forth in clause 12.9.3 hereof. No changes may be made to theexisting agenda when holding the new General Meeting.

 

If the General Meeting was called at the initiative of the Board ofDirectors, the Board of Directors shall have the right, in its resolution tocall a new meeting, to change the form of holding the meeting held.

 

12.15.4. Shareholders shall be notified of the new General Meeting inthe manner established by this Charter for the respective form of holding themeeting.

 

12.15.5. A new General Meeting in direct or remote form, called in thestead of a meeting that failed to take place, shall be empowered if, at the endof registration of participants in the meeting, or the registration of receivedvoting ballots, in the case of a remote meeting, there shall have beenregistered Shareholders (their representatives) possessing in aggregate atleast 30 percent of the votes granted by the voting shares of the Company.

 

12.15.6. Where a General Meeting is postponed, in connection with thelack of a quorum, by less than 40 days, the persons entitled to participate inthe General Meeting of Shareholders shall be determined in accordance with thelist of persons entitled to participate in the meeting that failed to takeplace.

 

12.16. Voting at the General Meeting

 

12.16.1. Voting at a General Meeting of Shareholders shall be carriedout in accordance with the principle, “one voting share equals one vote,”except in the election of members of the Board of Directors in accordance withclause 13.2 of this Charter.

 

12.16.2. Voting on all agenda issues at a General Meeting ofShareholders shall be conducted only with the use of voting ballots.

 

12.16.3. The forms and text of voting ballots shall be approved by theBoard of Directors. A separate voting ballot must be approved by the Board ofDirectors for each issue on the agenda.

 

In the case of a General Meeting held in the form of joint presence,voting ballots shall be issued to persons entitled to participate in themeeting of Shareholders at the time of their registration and shall beforwarded to such persons in cases provided for by the law of the RussianFederation.

 

In the case of a General Meeting held in the form of remote voting,voting ballots shall be sent to Shareholders by the means and within the timeestablished by this Charter for notifying Shareholders of the holding of aGeneral Meeting in remote form.

 

12.16.4. A voting ballot shall contain:

 

•                  the full tradename of the Company and location of the Company;

 

•                  the form ofholding the General Meeting of Shareholders;

 

•                  the date, placeand time at which the General Meeting of Shareholders is to be held and, in theevent that pursuant to this Charter or the requirements of the currentlegislation completed voting ballots may be sent to the Company, the postaladdress to which the completed voting ballots are to be sent, or, in the eventthat the General Meeting of Shareholders is to be held in the form of remotevoting, the final date for accepting voting ballots and the postal address towhich the completed voting ballots are to be sent;

 

•                  the wording ofa resolution on each issue (the name of each candidate) put to vote with thevoting ballot and the order in which it will be considered;

 

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•                  the votingchoices for each matter put to voting, expressed as “in favor,” “against” or “abstain,”except in the election of members of the Board of Directors, where the votingballot shall include additional space for the distribution of votes amongcandidates for the Board of Directors;

 

•                  the instructionthat the voting ballot must be signed by the Shareholder.

 

In the case of voting to elect candidates to management and supervisorybodies, and also, in the cases provided for by this Charter, to working bodiesof the General Meeting of Shareholders, the voting ballot shall containinformation about the candidates, including their surnames, given names, andpatronymics.

 

Each voting ballot may include only one agenda item.

 

12.16.5. A voting ballot shall be deemed invalid with respect to theagenda item specified thereon in the event that:

 

•                  there arecorrections in details of ballots;

 

•                  there arediscrepancies between the ballot submitted to the Counting Commission and thetext and the form of the ballot approved by the Company’s Board of Directors;

 

•                  more than onechoice is left except for voting in accordance with instructions of persons whohad acquired the shares after the date of making up a list of persons entitledto participate in the General Meeting of Shareholders, or in compliance withinstructions of the owners of depositary securities.

 

•                  not a singlechoice is left in the ballot;

 

•                  all of thechoices have been crossed out;

 

•                  the Shareholder’ssignature under the ballot is missing;

 

•                  the Company hasreceived voting ballots signed by a representative acting on the basis of thepower of attorney for voting in case the Company had received a notification ofthe replacement (recalling) of such representative no later than two (2) daysprior to the date of the General Meeting of Shareholders;

 

•                  in the courseof counting the votes there have been found out two or more filled out votingballots of one person where for the same item of the agenda of the GeneralMeeting of Shareholders the voter has left various voting choices. Thisregulation shall not cover the voting ballots signed by a person who had issueda power of attorney for voting in respect of shares that were transferred afterthe date of making up a list of persons entitled to participate in the GeneralMeeting of Shareholders, and/or persons acting on the basis of such powers ofattorney, where in the fields for the indication of the number of votes givenfor each voting choice the number of votes given for the respective votingchoice is indicated and there are appropriate marks provided for by thenormative acts of the Russian Federation;

 

•                  in the ballotfor voting on the issue of election of members of the Company’s AuditCommission or members of the Counting Commission the voting choice “In favor”is left for a grater number of candidates than the number of persons that shallbe elected to the respective body of the Company. This regulation shall notcover the voting ballots that were signed by a person voting in respect ofshares that were transferred after the date of making up a list of personsentitled to participate in the General Meeting of Shareholders, in accordancewith instructions received from the persons who acquired such shares, and/or aperson voting in respect of shares circulating outside the Russian Federationin the form of depositary securities, and that contain appropriate marksprovided for by the normative acts of the Russian Federation;

 

•                  the ballot hasthe votes “in favor” left for alternative versions of resolutions;

 

•                  in the courseof cumulative voting a Shareholder has distributed between the candidates tothe Board of Directors a greater number of votes than the numbers of votes he hasin his disposal.

 

•                  the ballotswere submitted to the Counting commission after the time when the counting ofvotes was started.

 

The votes represented by such ballots shall be disregarded whentallying voting results.

 

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12.16.6. In the case of voting on an issue at the General Meeting ofShareholders on which Shareholders owning common shares are entitled to vote,votes represented by all voting shares shall be counted together.

 

12.16.7. On the basis of the results of voting, the Counting Commissionshall compile a record of voting results, which shall be signed by all membersof the Counting Commission.

 

A resolution shall be deemed adopted (or not adopted) immediately uponthe preparation of the record by the Counting Commission.

 

The record of voting results shall be attached to the minutes of theGeneral Meeting of Shareholders.

 

After the compilation of the record of voting results and the signingof the minutes of the General Meeting of Shareholders, the voting ballots shallbe sealed by the Counting Commission and transferred to the Company’s files forstorage.

 

12.16.8. In the case of a General Meeting held in the form of jointpresence, voting results and the resolutions adopted by the General Meeting(records of the Counting Commission) shall be announced at the General Meetingin the course of which the voting was conducted, or else be communicated to thepersons included in the list of persons entitled to participate in the GeneralMeeting of Shareholders after the closure of the meeting in the form of reportin the manner established by this Charter for notifying Shareholders of theholding of a General Meeting of Shareholders in the respective form within 10calendar days after the compilation of record of voting results.

 

12.17. Minutes of General Meetings.

 

12.17.1. In the case of a General Meeting conducted in the form ofjoint presence, the minutes of the General Meeting shall be prepared within 15business days of the closure of the General Meeting. The minutes shall beprepared in two copies, each of which shall be signed by the chairman and thesecretary of the General Meeting.

 

12.17.2. The following information shall be specified in the minutes ofa General Meeting of Shareholders:

 

•                  the place andtime of the meeting;

 

•                  the totalnumber of votes held by Shareholders owning voting shares of the Company;

 

•                  the number ofvotes held by Shareholders who took part in the meeting;

 

•                  the chairmanand the secretary of the General Meeting and the agenda of the General Meeting.

 

The minutes of a General Meeting of Shareholders shall include the mainpoints of speeches, the issues put to voting and the results of voting thereon,and the resolutions adopted by the General Meeting.

 

12.18. Upon the receipt by the Company of a voluntary or mandatoryoffer to acquire shares (securities convertible into shares) in accordance withprocedure stipulated by the Federal Law “On Joint Stock Companies” and thisCharter the resolutions on the following questions shall be adopted only be theGeneral Meeting of Shareholders:

 

12.18.1. The increase of the Charter Capital by placing additionalshares within the limits of the quantity and categories (types) of declaredshares;

 

12.18.2. Placement of securities convertible into shares, includingoptions, by the Company;

 

12.18.3. Approval of a transaction/several interrelated transactionsdealing with the acquisition, alienation or the possibility of alienation bythe Company directly or indirectly of any property the price of whichconstitutes ten percent (10%) or more of the book value of the Company’s assetsaccording to the Company’s accounting statements as of the latest reportingdate, unless such transactions are made in the course of the Company’s everyday business activities or unless such transactions had been completed beforethe information about the forwarding of a voluntary or mandatory offer to theCompany was disclosed.

 

12.18.4. Approval of a transaction in whose completion there is aninterest;

 

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12.18.5. Acquisition by the Company of placed shares in casesstipulated by the Federal Law “On Joint Stock Companies”;

 

12.18.6. Increase in remuneration to persons holding offices in themanagement bodies of the Company, setting the terms and conditions for thetermination of powers thereof including the assignment or increase ofcompensation paid to such persons in case of termination of their powers.

 

The restrictions contained in this clause cease to apply 20 days afterthe expiry of the time period established by the Federal Law “On Joint StockCompanies” for accepting a voluntary or mandatory offer. In the case thatbefore such moment a person who, based on results of the acceptance of avoluntary or mandatory offer, had acquired more than thirty percent (30%) ofthe Company’s common shares, including shares owned by such person or itsaffiliated persons, requests the calling of the extraordinary General Meetingof the Company’s Shareholders whose agenda includes an issue of election ofmembers of the Company’s Board of Directors, the restrictions contained in thisclause shall apply until tallying voting results in respect of the issue ofelection of members of the Company’s Board of Directors at the General Meetingof the Company’s Shareholders where such issue was discussed.

 

# **13. Board of Directors**

# ** **

13.1. The Board of Directors of the Company shall carry out overallmanagement of the Company’s activities, with the exception of the decision ofissues assigned to the competence of the General Meeting of Shareholders.

 

The Board of Directors shall monitor the conformity of the Company’sactivities to current legislation of the Russian Federation, this Charter, andthe resolutions of the General Meeting of Shareholders, including the Statuteof the Company’s Board of Directors.

 

13.2. The Board of Directors shall be elected by the General Meeting ofShareholders. The size of the Company’s Board of Directors shall be determinedby a resolution of the General Meeting of Shareholders at the time of electionof the Board of Directors. The Board of Directors shall consist of at leastseven (7) members.

 

Members of the Audit Commission may not be members of the Board ofDirectors.

 

The members of the Board of Directors shall be elected by cumulativevoting. In cumulative voting, each voting share of the Company shall carry anumber of votes equal to the total number of members of the Board of Directors.A Shareholder may cast all votes carried by the shares owned by him in favor ofone candidate or distribute them among several candidates for the Board ofDirectors. The candidates who receive the greatest number of votes shall bedeemed elected to the Board of Directors.

 

13.3. Members of the Board of Directors shall be elected for a termlasting until the next annual General Meeting of Shareholders of the Companyand may be re-elected an unlimited number of times. If the annual GeneralMeeting of Shareholders of the Company has not been held within the periodsestablished by the Charter of the Company, the powers of the Board of Directorsof the Company shall terminate, with the exception of the powers to preparefor, call and hold the annual General Meeting of Shareholders of the Company.

 

13.4. The powers of the Board of Directors shall include the power todecide issues of overall management of the Company’s activities that are notassigned to the competence of the General Meeting of Shareholders in accordancewith this Charter and a resolution of the General Meeting.

 

The following matters shall be within the competence of the Company’sBoard of Directors:

 

1.               Determinationof the priority areas of the Company’s activities, determination of the Company’sdevelopment strategy, and approval of the Company’s annual budgets (financialplans);

 

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2.               Calling ofannual and extraordinary General Meetings of Shareholders, except in the casesprovided for by Article 55, section 8 of the Federal Law “On Joint StockCompanies”;

 

3.               Approval of theagenda of a General Meeting of Shareholders of the Company;

 

4.               Setting thedate for compilation of the list of persons entitled to participate in aGeneral Meeting of Shareholders of the Company, and other matters assigned tothe competence of the Board of Directors and associated with the preparationand holding of a General Meeting of Shareholders;

 

5.               Referring theissues set forth in clause 12.1, subclauses 2, 6 and 14–19 hereof to theGeneral Meeting of Shareholders for decision;

 

6.               Determinationof the price (monetary value) of property, and the price of placement and issueof securities in those instances envisaged in the current legislation;

 

7.               Placement bythe Company of bonds and other securities;

 

8.               Acquisition ofshares, bonds and other securities placed by the Company, in the cases providedfor by the Federal Law “On Joint Stock Companies” and other legislation of theRussian Federation;

 

9.               Recommendationson the amount of remuneration and compensation to be paid to the members of theCompany’s Audit Commission and determination of the amount to be paid for theservices of the External Auditor;

 

10.         Recommendationson the amount of the dividend on shares and the procedure for payment thereof;

 

11.         Use of theCompany’s reserve fund and other funds;

 

12.         Approval of theinternal documents of the Company, with the exception of those internaldocuments, approval of which pursuant to the current legislation is assigned tothe competence of the General Meeting of Shareholders of the Company, and otherdocuments of the Company, approval of which pursuant to this Charter isassigned to the competence of executive bodies of the Company;

 

13.         Adoption ofresolutions on the creation and liquidation of branches, opening and closing ofrepresentative offices of the Company and approval of statutes of the Company’sbranches and representative offices;

 

14.         Approval ofmajor transactions in the cases provided for by Chapter X of the Federal Law “OnJoint Stock Companies” and other legislation of the Russian Federation;

 

15.         Approval oftransactions in whose completion there is an interest, in the cases providedfor by Chapter XI of the Federal Law “On Joint Stock Companies” and otherlegislation of the Russian Federation;

 

16.         Approval of theregistrar of the Company and of the terms and conditions of the agreement withit and on termination of the agreement with it;

 

17.         Adoption ofresolutions providing that the Company will pay costs associated with theconduct of unplanned audits and verifications by the Audit Commission initiatedby Shareholders owning the number of voting shares of the Company specified bythis Charter;

 

18.         The increase ofthe Charter Capital of the Company out of the Company’s property by placementof additional shares through distributing them among shareholders within thelimit of the number and category (class) of authorized shares only amongshareholders in the number proportional to the number of shares owned by them,as well as the placement by open subscription of common shares and securities,convertible into common shares constituting no more than 25 percent ofpreviously placed common shares of the Company;

 

19.         Strategicmanagement of the Company’s activities and supervision over the activities ofthe Individual Executive Body of the Company;

 

20.         Supervisionover the compliance of the Company with the current legislation, this Charterand the resolutions of the General Meeting of Shareholders of the Company;

 

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21.         Management ofoperations dealing with the fulfillment of resolutions of the General Meetingof the Company’s Shareholders;

 

22.         Estimation ofpolitical, financial and other risks affecting the Company’s activities;

 

23.         Determinationof basic directions of investments;

 

24.         Adoption ofresolutions on the Company’s participation and on the cessation of the Company’sparticipation in other organizations (except for organizations mentioned insubparagraph 18, paragraph 12.1 hereof);

 

25.         Evaluation ofresults of the Company’s activities;

 

26.         Assurance ofthe Company’s compliance with the current legislation;

 

27.         Assurance ofthe Company’s compliance with the principles of corporate governance;

 

28.         Timelyconsideration of reports of the Audit Commission and other commissions underthe authority of the Board of Directors and issuance of recommendations tocommissions if necessary;

 

29.         Formation ofexecutive bodies and early termination of their powers;

 

30.         Other issuesprovided for by current legislation and this Charter.

 

13.5. A resolution of the General Meeting of Shareholders to terminateearly the powers of the Board of Directors may be adopted only with respect toall members of the Board of Directors.

 

In the event of early termination of the powers of the Board ofDirectors, the powers of the new Board of Directors shall be effective untilthe next annual General Meeting of Shareholders.

 

A member of the Board of Directors may at any time send a notice to theCompany, addressed to the Chairman of the Board of Directors, voluntarilyrelinquishing his powers. A copy of the notice shall simultaneously be sent tothe other members of the Board of Directors. In such case, the powers ofmembers of the Board of Directors shall not terminate, except as provided byclause 13.6 of this Charter.

 

13.6. The Board of Directors shall retain its powers irrespective ofany vacancies that may arise, with the proviso that, if the number of membersof the Board of Directors, excluding exiting members, falls below the quorumestablished in clause 13.10 of this Charter, the Board of Directors shall berequired to call an extraordinary General Meeting of Shareholders to elect anew Board of Directors. In such case, the remaining members of the Board ofDirectors shall be entitled only to adopt a resolution to call suchextraordinary General Meeting of Shareholders.

 

13.7. The Board of Directors shall elect a Chairman of the Board andone deputy. Meetings of the Board of Directors shall be called by the Chairmanof the Board or by any two members of the Board of Directors. The Chairman ofthe Board of Directors or his deputy shall preside at meetings of the Board ofDirectors.

 

The Board of Directors shall adopt resolutions and organize work inaccordance with the Statute of the Board of Directors approved by GeneralMeeting of Shareholders (including by remote voting or by poll).

 

All resolutions at meetings of the Board of Directors shall be adoptedby a simple majority of votes of the members present at the meeting, exceptwhere otherwise explicitly provided for by this Charter or the currentlegislation.

 

13.8. The Board of Directors shall meet as necessary, but at least onceevery quarter.

 

13.9. During the period of performance of their duties the Members ofthe Board of Directors, pursuant to the resolution of the General Meeting ofShareholders, shall be reimbursed for transportation and other expenses andshall be paid a remuneration, the amount of which shall be established by theGeneral Meeting of Shareholders.

 

13.10. The presence of at least fifty percent (50%) of the total numberof elected members of the Board of Directors is required to satisfy the quorumat the meeting of the Board of Directors.

 

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13.11. A resolution of the Board of Directors may be adopted by remotevoting (by poll) in the manner provided by the Statute of the Board ofDirectors.

 

When a meeting of the Board of Directors is held in direct form,written opinions of absent members of the Board of Directors shall be takeninto account.

 

13.12. Requirements that must be met by persons elected to the Board ofDirectors may be established by the Bylaw on the Board of Directors.

 

13.13. Pursuant to a resolution of the Board of Directors, committeesof the Board of Directors may be created within the Board of Directors.

 

# **14. President**

# ** **

14.1. The Company’s Board of Directors shall elect the President of theCompany by a majority of votes of elected members of the Board. The term ofoffice of the President of the Company shall be determined by the Company’sBoard of Directors at the time of election of the President and may not exceedthree (3) years. The rights and obligations, and the times and amounts ofpayment for the President’s services shall be determined by a contractconcluded with him by the Company, represented by the Chairman of the Board ofDirectors or by a person authorized by the Company’s Board of Directors.

 

14.2. The President shall be accountable to the General Meeting ofShareholders and the Board of Directors.

 

The President of the Company may not simultaneously be the Chairman ofthe Board of Directors.

 

14.3. The competence of the President shall include all issuespertaining to management of the Company’s current activities, with the exceptionof issues assigned to the competence of the General Meeting of Shareholders,the Board of Directors and the Executive Board of the Company.

 

The President shall organize the performance of resolutions of theGeneral Meeting of Shareholders, the Board of Directors and the Executive Boardof the Company..

 

14.4. The President shall act in the name of the Company without apower of attorney, and in such capacity, inter alia:

 

•                  carry out theday-to-day management of the Company’s activities;

 

•                  have the rightof first signature on financial documents;

 

•                  dispose of theCompany’s property so as to provide for its current activities, within thelimits established by this Charter;

 

•                  represent theCompany’s interests both in the Russian Federation and elsewhere, including inforeign states;

 

•                  approve thestaff, enter into labor agreements with the Company’s employees, and provideincentives to such employees and impose penalties on them;

 

•                  independentlyconclude transactions in the Company’s name, or, in the cases provided for bythe Federal Law “On Joint Stock Companies” and this Charter, pursuant to aresolution of the General Meeting of Shareholders or a resolution of the Boardof Directors or the Company’s Executive Board;

 

•                  issue powers ofattorney on behalf of the Company;

 

•                  arrange for thekeeping of accounting records and reports by the Company;

 

•                  issue ordersand give instructions binding upon all employees of the Company;

 

•                  perform otherfunctions necessary to achieve the Company’s objectives and ensure its normaloperation, in accordance with current legislation and the Company’s Charter,with the exception of functions assigned by the Federal Law “On Joint StockCompanies” and the Company’s Charter to other management bodies of the Company.

 

14.5. The election of the President of the Company and earlytermination of his powers shall be accomplished on the basis of the resolutionof the Company’s Board of Directors.

 

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14.6. Requirements that must be met by persons elected to the positionof President may be established by the Bylaw on the President of the Companyand/or a resolution of the Board of Directors.

 

14.7. The person performing the functions of the President shall bepermitted to simultaneously occupy positions on the management bodies of otherorganizations only with the consent of the Board of Directors.

 

**15. Executive Board**

 

15.1. The Executive Board shall be the Company’s collegial body andshall perform its funtions following the existing law, this Charter and theStatute on the Executive Board of MTS OJSC.

 

15.2. The Executive Board shall include no less than three (3) and nomore than eight (8) members.

 

15.3. The size and the personal composition of the Executive Board asadvised by the President of the Company shall be subject to the approval of theBoard of Directors.

 

15.4. The Chairman of the Executive Board shall be the President of theCompany.

 

15.5. The quorum for holding a meeting of the Executive Board shall bedetermined by the Statute on the Executive Board of MTS OJSC and shall not beless than the half of the numer of elected members of the Executive Board. Incase the number of members of the Executive Board becomes less than the numberthat consitutes the said quorum, the Company’s Board of Directors shall form anew Executive Board of the Company.

 

15.6. The following issues belong to the competence of the ExecutiveBoard:

 

15.6.1. Organization ofeffective day-to-day management of the Company’s operations;

 

15.6.2. Development of basicprinciples for planning the Company’s operations;

 

15.6.3. Development andimplementation of the Company’s current business policies with the aim toincrease the Company’s profitability and competitiveness;

 

15.6.4. Development of the Company’squarterly, annual and long-term operation plans, budget and the Company’sinvestment program and supervision over the implementation thereof;

 

15.6.5. Drawing up andevaluation of the feasibility of proposals relating to the improvement of theCompany’s institutional and management structure;

 

15.6.6. Drawing up andsubmitting to the Company’s Board of Directors the proposals relating tostrategic issues of the organization and planning of the Company’s operationsin general;

 

15.6.7. Development ofglobal financial and investment strategies and lists of specific tasks for theCompany’s day-to-day operations;

 

15.6.8. Development andsubmission for the approval of the Board of Directors of key rules of corporatebehavior, including those for domains of confidentiality and informationresource management;

 

15.6.9. Development andimprovement of the Company’s employee motivation system;

 

15.6.10. Development ofrecommendations to the Company’s President and the Board of Directors withrespect to annual results that should be achieved by the Company in accordancewith its general operational targets;

 

15.6.11. Submission ofreports to the Board of Directors, Auditing Commission and the auditor of MTSOJSC;

 

15.6.12. Preliminary studyof materials that should be submitted to the Company’s Board of Directors andshareholders in the course of preparation for the meetings of the Board ofDirectors and General Meetings of the Company’s Shareholders;

 

15.6.13. Management ofimplementation of resolutions adopted by General Meetings of Shareholders andthe Company’s Board of Directors;

 

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15.6.14. Adoption of aresolution on the cosummation by the Company of a transaction (which is not amajor transaction in whose completion there is an interest) or severalinterrelated transactions dealing with the acquisition, alienation or thepossibility of direct or indirect alienation by the Company of the propertywhose value exceeds the amount equivalent to 100,000,000 (one hundred million)US dollars denominated in Russian rubles at the RF Central Bank exchange rateas of the date of entering into such transaction.

 

15.6.15. Provision ofassistance to the Company’s President in the course of preparation of budgets,financial or other information, reports, balance sheets and other documents asrequired by the Company’s Charter, resolutions of General Meetings ofShareholders, the Company’s Board of Directors and/or provisions of the Russianlaw.

 

15.6.16. Discussion of otherissues related to the Company’s day-to-day operations and assignedto the competence of the Company’s Executive Board by the Russian law, theCharter of MTS OJSC and the Statute on the Executive Board of MTS OJSC. ThePresident of MTS OJSC may submit for consideration of the Executive Board anyissues relating to the Company’s day-to-day operations that do notbelong to the competence of the General Meeting of Shareholders or the Company’sBoard of Directors.

 

15.7. The Chaiman of the Executive Board shall make up the ExecutiveBoard’s quarterly work plan and distribute it to members of the Executive Boardno later than ten (10) days prior to the beginning of a respective calendarquarter. Members of the Executive Board shall be notified about the meetings ofthe Executive Board no later than two (2) business days prior to the date ofthe meeting.

 

15.8. Meetings of the Executive Board shall be held as required but noless than two (2) times per month and shall be called by the Chairman of theExecutive Board on his own initiative or at the request of any member of theExecutive Board, Board of Directors, Auditing Commission or the auditor of theCompany. The meetings of the Executive Board shall be held at the Company’splace of business.

 

15.9. Members of the Executive Board may not delegate their votingrights to any other person, including any member of the Executive Board.

 

15.10. The Company’s President (the Chairman of the Executive Board)shall be responsible for holding the meetings of the Executive Board.

 

Keeping the minutes of the Executive Board meetings shall be theresponsibility of the Secretary of the Executive Board appointed by theChairman of the Executive Board.

 

In the absence of the Chairman of the Executive Board his functionsshall be performed by the Deputy Chairman of the Executive Board appointed bythe Chairman of the Executive Board.

 

Minutes of the Executive Board meetings shall be signed by the Chairmanand the Secretary of the Executive Board.

 

15.11. Minutes of the Executive Board meetings shall be made availableto shareholders (a shareholder) owning in aggregate at least 25% of votingshares in the Company, members of the Board of Directors, Auditing Commissionof the Company and the Company’s auditor at their request.

 

15.12 Further requirements concerning the procedure for holding theExecutive Board meetings and the competence of the Executive Board shall be setout in the Statute on the Executive Board of MTS OJSC that shall be approved bythe General Meeting of****MTS OJSC Shareholders.

 

# **16. Reports of the Company**

# ** **

16.1. The financial year of the Company shall begin on January 1st andend on December 31st of the current year, inclusive.

 

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16.2. The Company shall keep accounting records and accounting andother statistical reports in accordance with the requirements of currentRussian legislation.

 

Internationally accepted accounting principles shall be implemented tothe extent permitted by legislation.

 

All payment documents, balance sheets, financial reports, and accountbooks shall be prepared in the Russian language. Where necessary for thepurposes of an audit, the essential elements of each document may be translatedinto English. The Company’s quarterly and annual financial statements shall beprepared in the Russian and English languages.

 

Within 40 days of the end of each quarter and within 100 days of theend of each financial year, the President shall provide each Shareholder with aquarterly and annual balance sheet and a report on the results of economicactivities, which shall be prepared in the Russian and English languages. Thesereports, signed by the President and the Vice President for Finance, shall beimmediately delivered to the Audit Commission, whose duties shall includeverifying the correct preparation thereof and the accuracy of the datacontained therein within 15 days of the receipt thereof.

 

16.3. For the purposes of implementing governmental, social, economicand tax policies, the Company shall be responsible for the preservation ofdocuments (managerial, financial and economic, personnel-related, etc.),ensure the transfer of scientifically and historically significant documents tothe central archives of Moscow for state storage, in accordance with a list ofdocuments agreed with the Mosarkhiv association, and store and use personnel-relateddocuments pertaining in the established manner.

 

16.4. In the course of its activities the Company shall conduct work torecord and exempt from service its employees in the reserve and called up formilitary service, in accordance with the requirements of the legislation of theRussian Federation and decrees of the Government of the Russian Federation. ThePresident of the Company shall be personally liable for the fulfillment of thiswork.

 

# **17. Audit Commission**

# ** **

17.1. The Audit Commission shall supervise the financial and economicactivities of the Company. The procedure for the activities of the AuditCommission shall be approved by the General Meeting of Shareholders.

 

17.2. The Audit Commission shall be elected by the General Meeting ofShareholders. The General Meeting of Shareholders may elect individual newmembers of the Commission or elect a new Commission as a whole.

 

Members of the Board of Directors may not simultaneously be members ofthe Audit Commission.

 

17.3. The accuracy of the information contained in the annual report ofthe Company and annual balance sheets must be confirmed by the Audit Commission(internal auditor) of the Company and an auditor of the Company, which has noprivity ties with the Company or Shareholders.

 

17.4. The Audit Commission may, with the approval of the GeneralMeeting or the Board of Directors, engage auditing firms to participate in itswork.

 

17.5. A verification of the Company’s financial and economic activitiesshall be conducted at any time on the initiative of the Audit Commission,pursuant to a resolution of the General Meeting of Shareholders or the Board ofDirectors, or at the request of Shareholders owning in aggregate at least 10percent of the voting shares of the Company.

 

17.6. An audit of the Company’s activities shall be conducted at anytime at the request of Shareholders having in aggregate no less than a 10percent interest in the Company’s Charter Capital.

 

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# ** **

# **18. Register of Shareholders**

# ** **

18.1. The Company shall, in the manner established by currentlegislation of the Russian Federation, commission a registrar to keep andmaintain the Register of Shareholders.

 

18.2. A person registered in the Register of Shareholders of theCompany shall be required to promptly inform the holder of the Register ofShareholders of the Company about any changes in his information. Neither theCompany nor the registrar shall be liable for any damages caused in connectionwith a person’s failure to report changes in his information.

 

18.3. A Shareholder’s ownership of shares of the Company shall beconfirmed by an entry in the Register of Shareholders or, in the event thatrights to shares are recorded by a person carrying out depositary activity, byan entry on a depositary account. A transaction with shares shall be carriedout, and ownership of a share shall pass to the new owner, at the moment acredit entry is made on the personal account of the acquirer, if rights toshares of the Company are recorded in the system of keeping the Register ofShareholders, or at the moment a credit entry is made on the depositary accountof the acquirer, if rights to shares of the Company are kept by a personcarrying out depositary activity.

 

# **19. Liquidation and reorganization**

# ** **

19.1. The Company may be terminated (liquidated)

 

•              pursuant to a resolution ofthe General Meeting of Shareholders;

 

•              by the decision of a court.

 

19.2. Liquidation of the Company on a voluntary basis shall be carriedout by a liquidation commission appointed by the Company. Compulsoryliquidation shall be carried out by a commission appointed by a court.

 

19.3. All powers to manage the affairs of the Company shall pass to theliquidation commission upon the appointment thereof. The liquidation commissionshall appraise assets; identify creditors and settle with them and withShareholders; and prepare a liquidation balance and submit it to the GeneralMeeting of Shareholders.

 

19.4. The funds of the Company, including proceeds from the sale ofproperty, shall be distributed in accordance with the requirements oflegislation.

 

19.5. The liquidation of the Company shall be deemed complete, and theCompany to have ceased to exist, from the time a corresponding entry is made inthe state register.

 

19.6. Disputes between the Company and legal entities or individuals,including foreign, shall be examined in accordance with current legislation.

 

19.7. The Company may be reorganized by way of consolidation, split-up,spin-off, merger, or transformation.

 

A decision to reorganize the Company may be taken by the GeneralMeeting of Shareholders, authorized government authorities, or a court in thecases provided for by current legislation.

 

19.8. In the event that the Company is reorganized necessary amendmentsshall be made to its Charter. In the event that the Company is liquidated, acorresponding entry shall be made in the register.

 

19.9. The reorganization of the Company shall entail the transfer ofits rights and obligations to its successor.

 

19.10. The creation of a new company by the transfer to it of allrights and obligations of two or more companies and the termination thereofshall be deemed a consolidation of the companies.

 

19.11. Dissociation of the Company shall be regarded as the terminationof the Company with the transfer of its rights and obligations to a newlyestablished company.

 

The termination of one or more companies with the transfer of all theirrights and obligations to another company shall be deemed a merger of theCompany.

 

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In the event that the Company is reorganized and its activityterminated, all documents (managerial, financial, personnel-related,etc.) shall be transferred in accordance with the established rules to thesuccessor enterprise.

 

In the absence of a successor, scientifically and historicallysignificant documents shall be transferred for state storage to the archives ofthe Mosgorarkhiv association. Personnel-related documents (orders,personal files, account cards, etc.) shall be transferred for storage to therecords office of the municipality in which the Company is located. Documentsshall be collated and transferred by and at the expense of the Company inaccordance with the requirements of the archival authorities.

 

# **20. Subsidiaries, branches, and representative offices**

# ** **

20.1. The Company may establish subsidiaries, representative offices,and branches in the territory of Russia and elsewhere in accordance with therequirements of current legislation of the Russian Federation and thelegislation of the foreign states where subsidiaries, branches, andrepresentative offices are located, unless otherwise provided by aninternational treaty.

 

Branches and representative offices shall carry out their activities inthe name of the Company, which shall be liable for their activities.

 

20.2. Branches and representative offices shall not be legal entities,and shall be furnished with property by the Company and act in accordance witha statute governing them.

 

Branches and representative offices shall have independent balancesheets, which shall form part of the Company’s balance sheet.

 

Resolutions to create and liquidate branches and open and closerepresentatives offices, the statutes governing them, shall be adopted by theBoard of Directors in accordance with the legislation of the country where therespective branch or representative office is founded. Directors of branchesand representative offices shall act on the basis of powers of attorney issuedby the Company.

 

20.3. Representative offices and branches shall be liable for theobligations of the Company and the Company shall be liable for theirobligations.

 

20.4. The Company has the following branches:

 

20.4.1.     Branch ofMobile TeleSystems Open Joint Stock Company in the North-West Macro-region.

 

Location of branch: 8, Italyanskaya St., Saint Petersburg, RussianFederation.

 

20.4.1.1. Branch of Mobile TeleSystems Open Joint Stock Company inSyktyvkar, the Republic of Komi.

 

Location of branch: Syktyvkar, Republic of Komi, Russian Federation

 

20.4.1.2. Branch of Mobile TeleSystems Open Joint Stock Company inPskov.

 

Location of branch: Pskov, Pskov Region, Russian Federation.

 

20.4.1.3. Branch of Mobile TeleSystems Open Joint Stock Company in St.Petersburg.

 

Location of branch: St. Petersburg, Russian Federation.

 

20.4.1. 4. Branch of Mobile TeleSystems Open Joint Stock Company in theArkhangelsk Region.

 

Location of branch: Arkhangelsk, Arkhangelsk Region, RussianFederation.

 

20.4.1.5. Branch of Mobile TeleSystems Open Joint Stock Company in theVologda Region.

 

Location of branch: Vologda, Vologda Region, Russian Federation.

 

20.4.1.6. Branch of Mobile TeleSystems Open Joint Stock Company in theKaliningrad Region.

 

Location of branch: Kaliningrad, Kaliningrad Region, RussianFederation.

 

20.4.1.7. Branch of Mobile TeleSystems Open Joint Stock Company in theMurmansk Region.

 

Location of branch: Murmansk, Murmansk Region, Russian Federation.

 

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20.4.1.8. Branch of Mobile TeleSystems Open Joint Stock Company in theNovgorod Region.

 

Location of branch: V. Novgorod, Novgorod Region, Russian Federation.

 

20.4.1.9. Branch of Mobile TeleSystems Open Joint Stock Company in theRepublic of Karelia.

 

Location of branch: Petrozavodsk, Republic of Karelia, RussianFederation.

 

20.4.1.10. Branch of Mobile TeleSystems Open Joint Stock Company in theLeningrad Region.

 

Location of branch: Vyborg, Leningrad Region, Russian Federation.

 

20.4.2. Branch of Mobile TeleSystems Open Joint Stock Company in theSouth Macro-region.

 

Location of branch: 61, Gimnazicheskaya St., Krasnodar, KrasnodarTerritory, Russian Federation.

 

20.4.2.1. Branch of Mobile TeleSystems Open Joint Stock Company in theRepublic of Kalmykia.

 

Location of branch: Elista, Republic of Kalmykia, Russian Federation.

 

20.4.2.2. Branch of Mobile TeleSystems Open Joint Stock Company in theStavropol Territory.

 

Location of branch: Stavropol, Stavropol Territory, Russian Federation.

 

20.4.2.3. Branch of Mobile TeleSystems Open Joint Stock Company in theKrasnodar Territory.

 

Location of branch: Krasnodar, Krasnodar Territory, Russian Federation.

 

20.4.2.4. Branch of Mobile TeleSystems Open Joint Stock Company in theRostov Region.

 

Location of branch: Rostov-on-Don, Rostov Region, RussianFederation.

 

20.4.2.5. Branch of Mobile TeleSystems Open Joint Stock Company inNovorossiisk.

 

Location of branch: Novorossiisk, Krasnodar Territory, RussianFederation

 

20.4.2.6. Branch of Mobile TeleSystems Open Joint Stock Company inSochi.

 

Location of branch: Sochi, Krasnodar Territory, Russian Federation.

 

20.4.2.7. Branch of Mobile TeleSystems Open Joint Stock Company in theRepublic of Adygei.

 

Location of branch: Maikop, Republic of Adygei, Russian Federation.

 

20.4.2.8. Branch of Mobile TeleSystems Open Joint Stock Company in theAstrakhan Region.

 

Location of branch: Astrakhan, Astrakhan Region, Russian Federation.

 

20.4.2.9. Branch of Mobile TeleSystems Open Joint Stock Company in theVolgograd Region.

 

Location of branch: Volgograd, Volgograd Region, Russian Federation.

 

20.4.2.10. Branch of Mobile TeleSystems Open Joint Stock Company in theRepublic of Kabardino-Balkaria.

 

Location of branch: Nalchik, Republic of Kabardino-Balkaria,  Russian Federation.

 

20.4.2.11. Branch of Mobile TeleSystems Open Joint Stock Company in theRepublic of Karachai-Cherkessia.

 

Location of branch: Cherkessk, Republic of Karachai-Cherkessia,Russian Federation.

 

20.4.2.12. Branch of Mobile TeleSystems Open Joint Stock Company in theRepublic of Ingushetia.

 

Location of branch: Magas, Republic of Ingushetia, Russian Federation.

 

20.4.2.13. Branch of Mobile TeleSystems Open Joint Stock Company in theRepublic of North Ossetia-Alania.

 

Location of branch: Vladikavkaz, Republic of North Ossetia-Alania,Russian Federation

 

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20.4.3.     Branch ofMobile TeleSystems Open Joint Stock Company in the Volga SE Macro-region.

 

Location of branch: Samara, Samara Region, Russian Federation.

 

20.4.3.1. Branch of Mobile TeleSystems Open Joint Stock Company inOrenburg.

 

Location of branch: Orenburg, Orenburg Region, Russian Federation.

 

20.4.3.2. Branch of Mobile TeleSystems Open Joint Stock Company inSaratov.

 

Location of branch: Saratov, Saratov Region, Russian Federation.

 

20.4.3.3. Branch of Mobile TeleSystems Open Joint Stock Company inSamara.

 

Location of branch: 61-A, Chernorechenskaya St., Samara, SamaraRegion, Russian Federation.

 

20.4.3.4. Branch of Mobile TeleSystems Open Joint Stock Company in theUlyanovsk Region.

 

Location of branch: Ulyanovsk, Ulyanovsk Region, Russian Federation.

 

20.4.3.5. Branch of Mobile TeleSystems Open Joint Stock Company in theRepublic of Bashkortostan.

 

Location of branch: Ufa, Republic of Bashkortostan, Russian Federation.

 

20.4.4.     Branch ofMobile TeleSystems Open Joint Stock Company in the Volga NW Macro-region.

 

Location of branch: 61, Beketova St., Nizhny Novgorod, Nizhny NovgorodRegion, Russian Federation.

 

20.4.4.1. Branch of Mobile TeleSystems Open Joint Stock Company inNizhny Novgorod.

 

Location of branch: Nizhny Novgorod, Nizhny Novgorod Region, RussianFederation.

 

20.4.4.2. Branch of Mobile TeleSystems Open Joint Stock Company inKirov.

 

Location of branch: Kirov, Kirov Region, Russian Federation.

 

20.4.4.3. Branch of Mobile TeleSystems Open Joint Stock Company in theChuvash Republic – Chuvashia.

 

Location of branch: Cheboksary, Chuvash Republic – Chuvashia, RussianFederation.

 

20.4.4.4. Branch of Mobile TeleSystems Open Joint Stock Company in theRepublic of Mordovia.

 

Location of branch: Saransk, Republic of Mordovia, Russian Federation.

 

20.4.4.5. Branch of Mobile TeleSystems Open Joint Stock Company in theRepublic of Mari El.

 

Location of branch: Ioshkar-Ola, Republic of Mari El, RussianFederation.

 

20.4.4.6. Branch of Mobile TeleSystems Open Joint Stock Company in theRepublic of Udmurtia.

 

Location of branch: Izhevsk, Republic of Udmurtia, Russian Federation.

 

20.4.4.7. Branch of Mobile TeleSystems Open Joint Stock Company in the Republicof Tatarstan.

 

Location of branch: Kazan, Republic of Tatarstan, Russian Federation.

 

20.4.5.     Branch ofMobile TeleSystems Open Joint Stock Company in the Ural Macro-region.

 

Location of branch: 5, Marshal Zhukov St., Ekaterinburg, SverdlovskRegion, Russian Federation.

 

20.4.5.1. Branch of Mobile TeleSystems Open Joint Stock Company inChelyabinsk.

 

Location of branch: Chelyabinsk, Chelyabinsk Region, RussianFederation.

 

20.4.5.2. Branch of Mobile TeleSystems Open Joint Stock Company inKurgan.

 

Location of branch: Kurgan, Kurgan Region, Russian Federation.

 

20.4.5.3. Branch of Mobile TeleSystems Open Joint Stock Company in theTyumen Region.

 

Location of branch: Tyumen, Tyumen Region, Russian Federation.

 

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20.4.5.4. Branch of Mobile TeleSystems Open Joint Stock Company in theYamalo-Nenets Autonomous Area

 

Location of branch: Noyabrsk, Yamalo-Nenets Autonomous Area,Russian Federation.

 

20.4.5.5. Branch of Mobile TeleSystems Open Joint Stock Company in theSverdlovsk Region.

 

Location of branch: Ekaterinburg, Sverdlovsk Region, RussianFederation.

 

20.4.5.6. Branch of Mobile TeleSystems Open Joint Stock Company in theKhanty-Mansi Autonomous Area – Yugra.

 

Location of branch: Surgut, Khanty-Mansi Autonomous Area – Yugra,Russian Federation.

 

20.4.5.7. Branch of Mobile TeleSystems Open Joint Stock Company in thePerm Territory.

 

Location of branch: Perm, Perm Territory, Russian Federation.

 

20.4.6.     Branch ofMobile TeleSystems Open Joint Stock Company in the Siberia Macro-region.

 

Location of branch: 35, Oktyabrskaya St., Novosibirsk, NovosibirskRegion, Russian Federation.

 

20.4.6.1. Branch of Mobile TeleSystems Open Joint Stock Company in theKemerovo Region.

 

Location of branch: Kemerovo, Kemerovo Region, Russian Federation.

 

20.4.6.2. Branch of Mobile TeleSystems Open Joint Stock Company in theAltai Territory.

 

Location of branch: Barnaul, Altai Territory, Russian Federation.

 

20.4.6.3. Branch of Mobile TeleSystems Open Joint Stock Company in the KrasnoyarskTerritory.

 

Location of branch: Krasnoyarsk, Krasnoyarsk Territory, RussianFederation.

 

20.4.6.4. Branch of Mobile TeleSystems Open Joint Stock Company in theTomsk Region.

 

Location of branch: Tomsk, Tomsk Region, Russian Federation.

 

20.4.6.5. Branch of Mobile TeleSystems Open Joint Stock Company in theRepublic of Tuva.

 

Location of branch: Kyzyl, Republic of Tuva, Russian Federation.

 

20.4.6.6. Branch of Mobile TeleSystems Open Joint Stock Company in theNovosibirsk Region.

 

Location of branch: Novosibirsk, Novosibirsk Region, RussianFederation.

 

20.4.6.7. Branch of Mobile TeleSystems Open Joint Stock Company in theOmsk Region.

 

Location of branch: Omsk, Omsk Region, Russian Federation.

 

20.4.6.8. Branch of Mobile TeleSystems Open Joint Stock Company in theRepublic of Khakassia.

 

Location of branch: Abakan, Republic of Khakassia, Russian Federation.

 

20.4.6.9. Branch of Mobile TeleSystems Open Joint Stock Company in theRepublic of Altai.

 

Location of branch: Gorno-Altaisk, Republic of Altai, RussianFederation.

 

20.4.7. Branch of Mobile TeleSystems Open Joint Stock Company in theFar East Macro-region.

 

Location of branch: 53-A, Nekrasova St., Vladivostok, thePrimorsky Territory, Russian Federation.

 

20.4.7.1. Branch of Mobile TeleSystems Open Joint Stock Company inBlagoveshchensk.

 

Location of branch: Blagoveshchensk, Amur Region, Russian Federation.

 

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20.4.7.2. Branch of MobileTeleSystems Open Joint Stock Company in the Sakhalin Region.

 

Locationof branch: Yuzhno-Sakhalinsk, Sakhalin Region, Russian Federation.

 

20.4.7.3. Branch of MobileTeleSystems Open Joint Stock Company in the Chukot Autonomous Area.

 

Locationof branch: Anadyr, Chukot Autonomous Area.

 

20.4.7.4. Branch of Mobile TeleSystemsOpen Joint Stock Company in the Khabarovsk Territory.

 

Locationof branch: Khabarovsk, Khabarovsk Territory, Russian Federation.

 

20.4.7.5. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of Sakha (Yakutia).

 

Location of branch: Yakutsk,Republic of Sakha (Yakutia), Russian Federation.

 

20.4.7.6. Branch of MobileTeleSystems Open Joint Stock Company in the Chita Region.

 

Locationof branch: Chita, Chita Region, Russian Federation.

 

20.4.7.7. Branch of MobileTeleSystems Open Joint Stock Company in the Irkutsk Region.

 

Locationof branch: Irkutsk, Irkutsk Region, Russian Federation.

 

20.4.7.8. Branch of MobileTeleSystems Open Joint Stock Company in the Kamchatka Region.

 

Locationof branch: Petropavlovsk-Kamchatski, Kamchatka Region, RussianFederation.

 

20.4.7.9. Branch of MobileTeleSystems Open Joint Stock Company in the Magadan Region.

 

Locationof branch: Magadan, Magadan Region, Russian Federation.

 

20.4.7.10. Branch of MobileTeleSystems Open Joint Stock Company in the Republic of Buryatia.

 

Location of branch: Ulan-Ude,Republic of Buryatia, Russian Federation.

 

20.4.7.11. Branch of Mobile TeleSystems Open Joint Stock Company in thePrimorsky Territory.

 

Location of branch: Vladivostok, the Primorsky Territory, RussianFederation.

 

20.4.8.

 

20.4.8.1. Branch of MobileTeleSystems Open Joint Stock Company in Tula.

 

Locationof branch: Tula, Tula Region, Russian Federation.

 

20.4.8.2. Branch of MobileTeleSystems Open Joint Stock Company in Smolensk.

 

Locationof branch: Smolensk, Smolensk Region, Russian Federation.

 

20.4.8.3. Branch of MobileTeleSystems Open Joint Stock Company in Ryazan.

 

Locationof branch: Ryazan, Ryazan Region, Russian Federation.

 

20.4.8.4. Branch of MobileTeleSystems Open Joint Stock Company in Vladimir.

 

Locationof branch: Vladimir, Vladimir Region, Russian Federation.

 

20.4.8.5. Branch of MobileTeleSystems Open Joint Stock Company in Kaluga.

 

Locationof branch: Kaluga, Kaluga Region, Russian Federation.

 

20.4.8.6. Branch of MobileTeleSystems Open Joint Stock Company in Kostroma.

 

Locationof branch: Kostroma, Kostroma Region, Russian Federation.

 

20.4.8.7. Branch of MobileTeleSystems Open Joint Stock Company in Tver.

 

Locationof branch: Tver, Tver Region, Russian Federation.

 

20.4.8.8. Branch of MobileTeleSystems Open Joint Stock Company in Yaroslavl.

 

Locationof branch: Yaroslavl, Yaroslavl Region, Russian Federation.

 

20.4.8.9. Branch of MobileTeleSystems Open Joint Stock Company in Ivanovo.

 

Locationof branch: Ivanovo, Ivanovo Region, Russian Federation.

 

20.4.8.10. Branch of MobileTeleSystems Open Joint Stock Company in Tambov.

 

Locationof branch: Tambov, Tambov Region, Russian Federation.

 

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20.4.9.     Branch ofMobile TeleSystems Open Joint Stock Company in the South-West Macro-region.

 

Location of branch: 27-A Octyabrskaya St., Orel, Orel Region,Russian Federation.

 

20.4.9.1. Branch of Mobile TeleSystems Open Joint Stock Company in theOrel Region.

 

Location of branch: Orel, Orel Region, Russian Federation.

 

20.4.9.2. Branch of Mobile TeleSystems Open Joint Stock Company in theBelgorod Region.

 

Location of branch: Belgorod, Belgorod Region, Russian Federation.

 

20.4.9.3. Branch of Mobile TeleSystems Open Joint Stock Company in theLipetsk Region.

 

Location of branch: Lipetsk, Lipetsk Region, Russian Federation.

 

20.4.9.4. Branch of Mobile TeleSystems Open Joint Stock Company in theKursk Region.

 

Location of branch: Kursk, Kursk Region, Russian Federation.

 

20.4.9.5. Branch of Mobile TeleSystems Open Joint Stock Company in theVoronezh Region.

 

Location of branch: Voronezh, Voronezh Region, Russian Federation.

 

20.4.9.6. Branch of Mobile TeleSystems Open Joint Stock Company in theBryansk Region.

 

Location of branch: Bryansk, Bryansk Region, Russian Federation.

 

20.5.        The Company hasthe following representative offices:

 

20.5.1.     Representativeoffice of Mobile TeleSystems Open Joint Stock Company in the Republic ofBelarus.

 

Location of representative office: Minsk, Republic of Belarus.

 

20.5.2.     Representativeoffice of Mobile TeleSystems Open Joint Stock Company in the Ukraine.

 

Location of representative office: Kiev, Ukraine.

 

# **21. Audit**

# ** **

21.1. The Company shall be obligated to enter into a contract with aspecialized organization for the purpose of conducting audits and confirmingannual financial statements of the Company (external audit).

 

# **22. Intellectual Property**

# ** **

22.1. The Company’s rights in intellectual property, including patents,trademarks and copyrights, shall be protected in accordance with currentlegislation of the Russian Federation and international treaties.

 

# **23. Information about the Company**

# ** **

23.1. During business hours the Company shall give the Shareholdersaccess to the documents listed in clause 24.1 hereof, with the exception ofaccounting documents, at the location where the documents are stored or atanother place established in accordance with clause 24.2 hereof.

 

Shareholders (a Shareholder) of the Company owning in aggregate atleast 25 percent of the voting shares of the Company shall have the right ofaccess to the accounting documents.

 

At the request of a Shareholder, the Company shall be required toprovide him, for a fee, with copies of the aforesaid documents and otherdocuments of the Company provided for by legal acts of the Russian Federation.Copies of documents shall be delivered to a

 

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Shareholder (or his representative) personally orsent through the mail by registered letter. The amount of the fee shall beestablished by the executive bodies of the Company and may not exceed the costof preparing copies the documents and costs associated with sending themthrough the mail.

 

23.2. The Company shall be obligated to disclose :

 

•              the Company’s annual report,annual accounting statements;

 

•              a prospectus for issuance ofshares of the Company, in the cases provided for by legal acts of the RussianFederation;

 

•              a notice concerning theholding of a General Meeting of Shareholders in the manner established by theexisting legislation;

 

•              other information asdetermined by the federal body of executive authority for the securities market..

 

# **24. Documents of the Company**

# ** **

24.1. The Company shall be required to store the following documents:

 

•              agreement on establishmentof the Company;

 

•              the Charter of the Companyand amendments thereto, registered in the established manner; the decisionrespecting the creation of the Company; and the certificate of stateregistration of the Company;

 

•              documents certifying therights of the Company to the property on its balance sheet;

 

•              internal documents of theCompany;

 

•              statutes of the Company’sbranches and representative offices;

 

•              annual reports;

 

•              prospectuses for theissuance of shares of the Company, quarterly reports of the issuer (theCompany) and other documents containing information that is subject topublication or disclosure by other means in accordance with the currentlegislation;

 

•              accounting documents;

 

•              accounting statements andreporting documents;

 

•              minutes of General Meetingsof Shareholders and meetings of the Board of Directors and the Audit Commission(internal auditor);

 

•              voting ballots and powers ofattorney (copies of powers of attorney) for participation in the GeneralMeeting of Shareholders;

 

•              reports of independentvaluators;

 

•              lists of affiliated personsof the Company;

 

•              conclusions of the AuditCommission (internal auditor), the External Auditor and government andmunicipal authorities responsible for financial oversight;

 

•              lists of the personsentitled to participate in the General Meeting of Shareholders, entitled toreceive dividends, and other lists prepared by the Company to facilitate theexercising by Shareholders of their rights in accordance with the requirementsof legislation;

 

•              other documents specified bythe Federal Law “On Joint Stock Companies”; the Charter and internal documentsof the Company; resolutions of the General Meeting of Shareholders, the Boardof Directors, and management bodies of the Company; and the documents specifiedby legal acts of the Russian Federation.

 

24.2. The Company shall store the documents specified in clause 24.1 ofthis Charter at the location of its Executive Board in the manner and periodprescribed by the current legislation.

 

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