**Exhibit 1.1**

 

Approved by the General Shareholders

Meeting of Wimm-Bill-Dann Foods OJSC

Minutes No. 09-09 of 09.09.2008

 
|   | Chairman of the General Shareholders  Meeting |
|--------|-----------------------------------------------|
|   | /s/ D. Iakobachvili                           |

 

 

#### **CHARTER**

### **OF OPEN JOINT STOCK COMPANY**

**WIMM BILL DANN FOODS**

*(restated version)*

 

 

*Moscow, 200**8*

 

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**ARTICLE 1. NAME, LOCATION, AND PERIOD OF ACTIVITY.**

 

1.1                                 OPEN JOINT STOCK COMPANY “WIMM-BILL-DANNFOODS” (hereinafter, the “Company”) has been created and operates in accordancewith the RF Civil Code; Federal Law No. 208-FZ of December 26, 1995, “OnJoint Stock Companies” (the “JSC Law”); the Law “On Foreign Investments in theRussian Federation”; and other current Russian legislation and this charter ofthe Company.

 

TheCompany has been created by reorganization, in the form of transformation ofWimm-Bill-Dann Food Products, a limited liability company registered by theState Registration Chamber under the Ministry of Justice of the RussianFederation (certificate of registration and entry into the state register ofcommercial organizations No. R-15968.15 of April 16, 2001). TheCompany is the full successor to all rights and obligations of Wimm-Bill-DannFood Products limited liability company.

 

1.2                                 Type of the Company: open joint stockcompany.

 

1.3                                 Full trade name of the Company in theRussian language: ОТКРЫТОЕАКЦИОНЕРНОЕ  ОБЩЕСТВО “ВИММ-БИЛЛЬ-ДАННПРОДУКТЫПИТАНИЯ”.

 

1.4                                 Full trade name of the Company in theEnglish language: OPEN JOINT STOCK COMPANY “WIMM-BILL-DANN FOODS”.

 

1.5                                 Short trade name in the Russian language:ОАО “ВБДПП”.

 

1.6                                 Short trade name in the English language:WBD FOODS.

 

1.7                                 Documents of the Company intended forthird parties must contain one of the names specified above.

 

1.8                                 Location of the Company: 109028, Moscow, Yauzsky bulvar, d. 16/15, Room 306. Thelocation of the Company is the permanent location of its one-person executivebody, the Chairman of the Management Board.

 

1.9                                 Postal address of the Company: 109028,Moscow, Yauzsky bulvar, d. 16/15, Room 306

 

1.10                           The Company is founded for an unlimitedperiod of activity.

 

1.11                           The number of shareholders that theCompany may have is unlimited.

 

**ARTICLE 2. LEGAL STATUS OF THE COMPANY.**

 

2.1                                 The Company is a legal entity and ownsseparate property accounted for on its own independent balance sheet. TheCompany may in its own name acquire and exercise property and non-propertyrights, perform obligations, and be a plaintiff or a defendant in court. TheCompany shall be considered created as a legal entity from the time of itsstate registration.

 

2.2                                 The Company shall have civil rights andbear obligations necessary for the carrying out of any activities notprohibited by federal laws.

 

Certainactivities, the list of which is defined by federal laws, may be engaged in bythe Company only on the basis of a special authorization (license). If theterms of granting of the special authorization (license) to engage in a certainactivity require that the activity be engaged in exclusively, then during theperiod of validity of the special authorization (license) the Company shall nothave the right to engage in activities other than those provided for by thespecial authorization (license) and attendant activities.

 

2.3                                 The Company shall have a circular sealbearing its full trade name in Russian and specifying its location. The sealmay also include the Company’s trade name in any foreign language. The Companymay have letterheads and forms bearing its name, its own logo, and dulyregistered trademarks and other means of visual identification.

 

2.4                                 The Company has the right to open bankaccounts in the Russian Federation and elsewhere in the established manner.

 

2.5                                 The Company may on a voluntary basis joinunions, associations, concerns, and intersectoral, regional, and otherassociations, on terms consistent with the current legislation of the RussianFederation.

 

2.6                                 In accordance with the provisions ofcurrent legislation the Company may create branches and open representativeoffices in the territory of the Russian Federation. The creation of branchesand the opening of representative offices by the Company outside the territoryof the Russian Federation shall be done also in accordance with the legislationof the foreign state where the respective branches and representative officesare located, unless otherwise provided by an international treaty of theRussian Federation.

 

2.7                                 Branches and representative offices shallnot be legal entities and shall act on the basis of a Regulation approved bythe Company. Branches and representatives offices shall be provided withproperty by the Company that created them, and such property shall be accountedboth on their individual balance sheets and on the Company’s balance sheet. Thedirectors of branches and representative offices shall be appointed by theCompany and act on the basis of powers of attorney issued by the Company.

 

2.8                                 Branches and representative offices shallcarry out their activities in the name of the Company that created them.Liability for the activities of branches and representative offices shall beborne by the Company that created them. The Company has established thefollowing representative offices outside the Russian Federation:

 

а) The Representative Office ofWimm-Bill-Dann Foods Open Joint-Stock Company in Beijing; the abbreviated nameof the representative office is WBD Foods OJSC Representative Office inBeijing, the representative office is located in Beijing, People’s Republic ofChina.

 

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The Company has established the branches in thefollowing cities of the Russian Federation:

 

2.8.1. In the city of Vladivostok, the fullname is the Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the Cityof Vladivostok, the abbreviated name is WBD Foods OJSC Vladivostok Branch, thebranch is located in the city of Vladivostok.

 

2.8.2. In the city of Volgograd, the full nameis the Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City ofVolgograd, the abbreviated name is WBD Foods OJSC Volgograd Branch, the branchis located in the city of Volgograd.

 

2.8.3. In the city ofVoronezh, the full name is the Branch of Wimm-Bill-Dann Foods OpenJoint-Stock Company in the City of Voronezh, the abbreviated name is WBD FoodsOJSC Voronezh Branch, thebranch is located in the city of Voronezh.

 

2.8.4. In the city of Irkutsk, the full name isthe Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City ofIrkutsk, the abbreviated name is WBD Foods OJSC Irkutsk Branch, the branch islocated in the city of Irkutsk.

 

2.8.5. In the city ofKazan, the full name is the Branch of Wimm-Bill-Dann Foods Open Joint-StockCompany in the City of Kazan, the abbreviated name is WBD Foods OJSC KazanBranch, the branch islocated in the city of Kazan.

 

2.8.6. In the city of Krasnodar, the full nameis the Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Krasnodar, the abbreviated name is WBDFoods OJSC Krasnodar Branch, the branch is located in the city of Krasnodar.

 

2.8.7. In the city of Krasnoyarsk, the fullname is the Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Krasnoyarsk, the abbreviated name isWBD Foods OJSC Krasnoyarsk Branch, the branch is located in the city ofKrasnoyarsk.

 

2.8.8. In the city of Moscow, the full name isthe Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in Moscow, theabbreviated name is WBD Foods OJSC Moscow Branch, the branch is located in thecity of Moscow.

 

2.8.9. In the city of Nizhny Novgorod, the fullname is the Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Nizhny Novgorod, the abbreviated nameis WBD Foods OJSC Nizhny Novgorod Branch, the branch is located in the city ofNizhny Novgorod.

 

2.8.10. In the city of Novosibirsk, the fullname is the Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Novosibirsk, the abbreviated name isWBD Foods OJSC Novosibirsk Branch, the branch is located in the city ofNovosibirsk.

 

2.8.11. In the city of Obninsk, the full nameis the Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Obninsk, the abbreviated name is WBDFoods OJSC Obninsk Branch, the branch is located in the city of Obninsk.

 

2.8.12. In the city of Omsk, the full name isthe Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Omsk, the abbreviated name is WBDFoods OJSC Omsk Branch, the branch is located at 644073, Omsk Region, Omsk, 2nd Solnechnayast., 33.

 

2.8.13. In the city of Ekaterinburg, the fullname is the Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Ekaterinburg, the abbreviated name isWBD Foods OJSC Ekaterinburg Branch.

 

2.8.14. In the city of Perm, the full name isthe Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Perm, the abbreviated name is WBDFoods OJSC Perm Branch, the branch is located in the city of Perm.

 

2.8.15. In the city of Rostov-on-Don, the fullname is the Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Rostov-on-Don, the abbreviated name isWBD Foods OJSC Rostov Branch, the branch is located in the city ofRostov-on-Don.

 

2.8.16. In the city of Rubtsovsk, the full nameis the Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Rubtsovsk, the abbreviated name is WBDFoods OJSC Rubtsovsk Branch, the branch is located in the city of Rubtsovsk.

 

2.8.17. In the city of Samara, the full name isthe Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Samara, the abbreviated name is WBDFoods OJSC Samara Branch, the branch is located at 443098, Samara,Cheremshanskaya st., 199.

 

2.8.18. In the city of St.-Petersburg, the fullname is the Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of St.-Petersburg, the abbreviated nameis WBD Foods OJSC St.-Petersburg Branch, the branch is located in the city ofSt.-Petersburg.

 

2.8.19. In the city of Surgut, the full name isthe Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Surgut, the abbreviated name is WBDFoods OJSC Surgut Branch, the branch is located in the city of Surgut.

 

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2.8.20. In the city of Timashevsk, the fullname is the Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Timashevsk, the abbreviated name isWBD Foods OJSC Timashevsk Branch, the branch is located in the city ofTimashevsk.

 

2.8.21. In the city of Tuimazy,  the full name is the Branch of Wimm-Bill-DannFoods Open Joint-Stock Company in the City of Tuimazy, the abbreviated name is WBDFoods OJSC Tuimazy Branch, the branch is located in the city of Tuimazy.

 

2.8.22. In the city of Ufa, the full name isthe Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Ufa, the abbreviated name is WBD FoodsOJSC Ufa Branch, the branch is located in the city of Ufa.

 

2.8.23. In the city of Khabarovsk, the fullname is the Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Khabarovsk, the abbreviated name isWBD Foods OJSC Khabarovsk Branch, the branch is located in the city ofKhabarovsk.

 

2.8.24. In the city of Chelyabinsk, the fullname is the Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Chelyabinsk, the abbreviated name isWBD Foods OJSC Chelyabinsk Branch, the branch is located in the city ofChelyabinsk.

 

2.8.25.In the city of Sochi (the Krasnodar Territory), the full name is theBranch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Sochi, the abbreviated name is WBDFoods OJSC Sochi Branch, the branch is located in the city of Sochi, theKrasnodar Territory.

 

2.8.26.In the city of Izhevsk (Republic of Udmurtia), the full name is theBranch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Izhevsk, the abbreviated name is WBDFoods OJSC Izhevsk Branch, the branch is located in the city of IzhevskRepublic of Udmurtia.

 

2.8.27.In the city of Pervouralsk (Sverdlovsk Region), the full name is theBranch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Pervouralsk, the abbreviated name isWBD Foods OJSC Pervouralsk Branch, the branch is located in the city of Pervouralsk,Sverdlovsk Region

 

2.8.28.In the city of Angarsk (Irkutsk Region), the full name is the Branch ofWimm-Bill-Dann Foods Open Joint-Stock Company in the City of Angarsk, the abbreviated name is WBDFoods OJSC Angarsk Branch, the branch is located in the city of Angarsk,Irkutsk Region

 

2.8.29In Anna urban-type settlement (Voronezh Region), the full name is theBranch of Wimm-Bill-Dann Foods Open Joint-Stock Company in Anna Urban-typeSettlement, the abbreviated name is WBD Foods OJSC Anna Branch, the branch islocated in Anna urban-type settlement, Voronezh Region.

 

2.8.30.In the city of Nazarovo (the Krasnoyarsk Territory), the full name isthe Branch of Wimm-Bill-Dann Foods Open Joint-Stock Company in the City of Nazarovo, the abbreviated name is WBDFoods OJSC Nazarovo Branch, the branch is located in the city of Nazarovo, theKrasnoyarsk Territory.

 

2.8.31.In Chermoshnoy settlement (Kursk Region), the full name is the Branch ofWimm-Bill-Dann Foods Open Joint-Stock Company in Chermoshnoy Settlement, theabbreviated name is WBD Foods OJSC Chermoshnoy Branch, the branch is located inChermoshnoy settlement, Kursk Region».

 

2.9                                 The Company may have subsidiaries anddependent companies with the rights of a legal entity in the territory of theRussian Federation, created in accordance with the current legislation of theRussian Federation, and elsewhere, created in accordance with the legislationof the foreign state where the respective subsidiary or dependent company islocated, unless otherwise provided by an international treaty of the RussianFederation. The Company may acquire and own securities (participatory interestsin capital) of other enterprises in accordance with current legislation.

 

2.10                           Interference in the Company’sadministrative and economic activity on the part of state, public, and otherorganizations is not permitted, unless such interference is occasioned by theirrights to carry out supervisory functions in accordance with the currentlegislation of the Russian Federation.

 

2.11                           Work shall be performed and servicesshall be provided at the prices and rates and in the forms established by theCompany independently, except in the cases provided for by current legislation.

 

2.12                           In relation to the Company a specialright of the Russian Federation, a subject of the Russian Federation, or amunicipal unit to participate in the management of the Company shall not beexercised (no “golden share” shall exist).

 

**ARTICLE 3. LIABILITY OF THE COMPANY AND ITSSHAREHOLDERS.**

 

3.1                                 The Company is liable for its obligationsto the extent of all its property.

 

3.2                                 The Company is not liable for theobligations of its shareholders.

 

3.3                                 Shareholders are not liable for theobligations of the Company and bear the risk of losses associated with its activityonly to the extent of the value of the shares owned by them.

 

3.4                                 Shareholders who have not fully paid forshares are solidarily liable for the Company’s obligations to the extent of theunpaid portion of the value of the shares owned by them.

 

3.5                                 If the Company becomes insolvent(bankrupt) due to the actions (or omissions) of its shareholders or otherpersons having the right to issue instructions binding upon the Company orotherwise able to 

 

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determineits actions, then said shareholders or other persons may be held subsidiarilyliable for the obligations of the Company in the event that its property isinsufficient.

 

3.6                                 The State and its bodies are not liablefor the obligations of the Company, and the Company is not liable for theobligations of the State and its bodies.

 

**ARTICLE 4. GOALS, SUBJECT-MATTER, AND TYPES OFACTIVITY OF THE COMPANY.**

 

4.1                                 The main goal of the Company is thefullest and highest-quality satisfaction of the needs of legal entities andnatural persons for products (work, services) produced (performed, rendered) bythe Company in accordance with its charter activity, and the earning ofprofits.

 

4.2                                 The subject-matter of the Company’sactivity is economic activity by means of unification of financial resources ofthe Company’s shareholders for the purpose of satisfying public needs forconsumer goods and goods intended for manufacturing purposes (primarily, foodproducts, milk products, juices, and beverages) and the earning profits onbehalf of the shareholders.

 

4.3                                 The Company’s main activities areproduction and sale (wholesale and retail) of food products (milk and sour milkproducts, mineral water, fruit and vegetable juices and beverages, children’sfood) and organization of production and sale of these products.

 

4.4                                 In order to achieve its established goalsthe Company shall carry out the following activities:

 
| 4.4.1  | production and  sale of milk and sour milk products;                                                                                              |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.4.2  | production of  vegetables, fruits and berries farming, production of planting material of  fruit cultures and cultures used to produce beverages; |
| 4.4.3  | processing of  milk and production of cheese;                                                                                                     |
| 4.4.4  | production and  sale of children’s food products, dietetic products, and confectionery;                                                      |
| 4.4.5  | production and  sale of food products, juices, and beverages;                                                                                     |
| 4.4.6  | production and  sale of mineral water;                                                                                                            |
| 4.4.7  | wholesale and  retail trade;                                                                                                                      |
| 4.4.8  | economic  management of retail and wholesale trade;                                                                                               |
| 4.4.9  | supply and sale;                                                                                                                                  |
| 4.4.10 | economic  management of supply and sale of materials and equipment;                                                                               |
| 4.4.11 | market research;  consulting in matters of commercial activity, finance, and management;                                                          |
| 4.4.12 | forwarding  services;                                                                                                                             |
| 4.4.13 | foreign economic  activity.                                                                                                                       |

 

4.5                                 The Company may also carry out any otheractivities not prohibited by legislative acts of the Russian Federation.

 

**ARTICLE 5. ORGANIZATIONAL DOCUMENTS OF THECOMPANY.**

 

5.1                                 This charter is the organizationaldocument of the Company.

 

5.2                                 The requirements of the Company’s charterare binding upon all bodies of the Company and its shareholders.

 

5.3                                 Making of revisions and additions to theCompany’s charter or approval of a restated version of the charter shall bedone pursuant to a resolution of the General Meeting of Shareholders.

 

5.4                                 Making of revisions and additions to theCompany’s charter or approval of a restated version of the Company’s chartershall be done pursuant to a resolution of the General Meeting of Shareholdersadopted by a majority of three-fourths of its shareholders owning voting sharesand attending the respective meeting, except in the following cases:

 

5.4.1        Making of revisions and additions to theCompany’s charter according to the results of placement of shares of theCompany, including revisions associated with an increase in the CharterCapital, shall be done on the basis of the resolution of the General Meeting ofShareholders to increase the Charter Capital increase and the registered reporton the results of the issuing of shares. In the event that the Charter Capitalis increased by means of placement of additional shares, the Charter Capitalshall be increased by the sum of the par values of the placed additionalshares, and the number of authorized shares of each category and class shall bedecreased by the number of placed additional shares of the respective categoryand class.

5.4.2        Making of revisions and additions to theCompany’s charter in connection with a decrease in the Charter Capital by meansof acquisition of shares of the Company for the purpose of their cancellationshall be done on the basis of the resolution of the General Meeting ofShareholders concerning such decrease and the report, approved by the Board ofDirectors, on the results of acquisition of shares. In such case, the CharterCapital shall be decreased by the sum of the par values of the cancelledshares.

5.4.3        Making of revisions to the Company’scharter in connection with the creation of branches, the opening ofrepresentative offices, and the liquidation thereof shall be done on the basisof a resolution of the Board of Directors.

 

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**ARTICLE 6. CHARTER CAPITAL OF THE COMPANY.**

 

6.1                                 The charter capital of the Company (the “CharterCapital”) is formed from the par value of the shares of the Company acquired bythe shareholders.

 

6.2                                 The Charter Capital defines the minimumamount of property of the Company securing the interests of its creditors.

 

6.3                                 The Charter Capital is equal to880,000,000 (eight hundred eighty million) rubles and is divided into44,000,000 (forty-four million) registered common shares with an identical parvalue of 20 (twenty) rubles each.

 

6.4                                 As at the time of approval of thisversion of the charter, the Charter Capital has been fully paid in.

 

6.5                                 The Charter Capital may be increased by meansof an increase in the par value of shares or placement of additional shares.

 

6.6                                 Increases in the Charter Capital arepermitted only after it has been fully paid in. An increase in the CharterCapital for the purpose of covering losses suffered by the Company is notpermitted.

 

6.7                                 Resolutions to increase the CharterCapital by means of an increase in the par value of shares and resolutions toconvert other issued securities into shares shall be adopted by the GeneralMeeting of Shareholders.

 

Resolutionsto increase the Charter Capital by means of placement of additional sharesshall be adopted by the General Meeting of Shareholders or by the Board ofDirectors.

 

6.8                                 Additional shares may be placed by theCompany only within the limits of the number of authorized shares establishedby the Company’s charter.

 

6.9                                 A resolution to increase the CharterCapital by means of placement of additional shares may be adopted by theGeneral Meeting of Shareholders simultaneously with a resolution adding to theCompany’s charter the provisions on authorized shares required under the JSCLaw for the adoption of such resolution, or a resolution revising theprovisions on authorized shares.

 

6.10                           A resolution to increase the CharterCapital by means of placement of additional shares must define the number ofadditional common shares and preferred shares of each class to be placed withinthe limits of the number of authorized shares of the same category (class); themethod of placement; the placement price for shares being placed bysubscription or the procedure for determining it, including the placementprice, or procedure for determining the placement price, for placement ofshares with shareholders holding a preemptive right to purchase shares beingplaced; and the form of payment for additional shares being placed bysubscription. Such resolution may also define other terms and conditions ofplacement.

 

6.11                           An increase in the CharterCapital by means of placement of additional shares may be done on the basis ofproperty of the Company. An increase in the Charter Capital by means of anincrease in the par value of shares may be done only on the basis of propertyof the Company.

 

The amount by which the Charter Capital is increased onthe basis of property of the Company must not exceed the difference between thevalue of the Company’s net assets and the sum of the Company’s Charter Capitaland reserve fund.

 

In theevent of an increase in the Charter Capital onthe basis of property of the Company by means of placement of additionalshares, such shares shall be distributed among all shareholders. In case ofsuch distribution, each shareholder shall receive shares of the same category(class) as the shares owned by him,  inproportion to the number of shares owned by him. It is not permitted toincrease the Charter Capital on the basis ofproperty of the Company by means of placement of additional shares in such away that fractional shares would be formed as a result.

 

6.12                           The Company has the right, and in thecases provided for by the JSC Law, the obligation, to decrease its CharterCapital. The Charter Capital may be decreased by means of a decrease in the parvalue of shares or by reduction of their total number, including by acquisitionof a portion of the shares of the Company, in the cases provided for by the JSCLaw.

 

6.13                           The Company has the right to decrease theCharter Capital by means of acquisition and cancellation of a portion of theshares of the Company.

 

6.14                           The Company does not have the right todecrease its Charter Capital if the amount of the Charter Capital would, as aresult, fall below the minimum amount of charter capital, determined inaccordance with the JSC Law on the date of submission of documents for stateregistration of corresponding amendments to the Company’s charter, or, in caseswhen the Company is obligated by the JSC Law to decrease its Charter Capital,on the date of state registration of the Company.

 

6.15                           Resolutions to decrease theCharter Capital by means of a decrease in the par value of shares or byacquisition of a portion of the shares for the purpose of reducing their totalnumber shall be adopted by the General Meeting of Shareholders.

 

6.16                           If, when the preemptive right toacquire additional shares is exercised, or when shares are consolidated, theacquisition of a whole number of shares is impossible, fractions of shares (“fractional shares”) shall be formed.

 

6.17                           A fractional sharegrants the shareholder who owns it the same rights granted by a share of thesame category (class), but in an amount corresponding to the fraction of thewhole share of which it is a part.

 

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6.18                           For the purposes of reflectingthe total number of placed shares in the Company’s charter, all placed fractional shares shall be totaled. If a fractional number forms as a result, thenumber of placed shares shall be stated in the Company’s charter as afractional number.

 

6.19                           Fractional shares shall becirculated on an equal basis with whole shares. If one person acquires two ormore fractional shares of the same category (class), such shares shall form awhole share and (or) a fractional share equal to the sum of the fractionalshares.

 

**ARTICLE 7. SHARES OF THE COMPANY.**

 

7.1                                 A share is a currency security thatcertifies the rights of its owner (the shareholder) to receive part of theCompany profit in form of dividends, to participate in management of theCompany and to receive part of the Company property after its liquidation.Shares shall be issued in uncertificated form.

 

7.2                                 The Company shall place common shares andhas the right to place one or more classes of preferred shares, provided thatthe terms of their issuance are consistent with the current legislation of theRussian Federation.

 

7.3                                 All shares of the Company shall beregistered shares.

 

7.4                                 The Company may additionally place thefollowing categories (classes) of authorized shares:

 

·                  44 000 000 (Forty four million) commonshares with a par value of 20 (Twenty) rubles each.

 

7.5                                 All additional common shares of theCompany, if such shares are placed, shall grant their owners (shareholders) anidentical amount of rights, on an equal basis with common shares already placedby the Company at the time of adoption of the resolution to place additionalshares.

 

7.6                                 All additional preferred shares of theCompany, if such shares are placed, shall grant their owners (shareholders) anidentical amount of rights. The amount of the dividend and (or) liquidationvalue of additional preferred shares of the Company shall be established by theGeneral Meeting of Shareholders simultaneously with the adoption of theresolution to increase the Charter Capital by means of issuance of additionalpreferred shares.

 

7.7                                 If the Company places securitiesconvertible into shares of a certain category (class), the number of authorizedshares of that category (class) must be no less than the number necessary forconversion for the duration of circulation of such securities. The Company isnot entitled to adopt any resolution that would alter the rights granted byshares into which securities placed by the Company may be converted.

 

7.8                                 Payment for shares of the Company may bemade in money, securities, other things, or property rights or other rightshaving a monetary valuation (however, only rights to intellectual property thathave a material (documentary) form recognized by law and may in fact bealienated from their holders and sold to any authorized persons shall beacceptable in payment for shares). The form of payment for additional sharesshall be established by the resolution to place them. Payment for other issuedsecurities shall be made only in money.

 

7.9                                 Additional shares and other issuedsecurities of the Company placed by subscription shall be placed on thecondition of full payment therefor.

 

7.10                           When additional shares are paid for innonmonetary means, a monetary appraisal of the property contributed in paymentfor shares shall be made by the Board of Directors in accordance with article77 of the JSC Law.

 

7.11                           When additional shares are paid for innonmonetary means, an independent appraiser shall be engaged to determine themarket value of such property. The value established by the monetary appraisalof such property made by the founders of the Company and the Board of Directorsshall not exceed the value established by the appraisal made by the independentappraiser.

 

7.12                           It is not permitted to relieve ashareholder of his obligation to pay for shares of the Company, whether suchrelief be done by way of an offset of claims against the Company or otherwise.

 

**ARTICLE 8. RIGHTS OF SHAREHOLDERS OWNING COMMONSHARES OF THE COMPANY.**

 

8.1                                 Each common share of the Company grantsthe shareholder who owns it an identical amount of rights.

 

8.2                                 Shareholders owning common shares of theCompany may in accordance with the JSC Law and the Company’s charterparticipate in the General Meeting of Shareholders with the right to vote onall issues within its competence, and are entitled to receive dividends and, inthe event of the Company’s liquidation, a part of its property.

 

8.3                                 A shareholder also has the right:

 

8.3.1                        to elect and be elected to the management and supervisorybodies of the Company;

8.3.2                        to obtain information from the Company’s managementbodies in the manner established by current Russian legislation and by thischarter;

8.3.3                        to appoint his own representative(s) to exercisehis voting right and other rights granted by shares of the Company.

 

8.4                                 Shareholders owning common shares alsohave the other rights granted to them by this charter and by currentlegislation.

 

8.5                                 Conversion of common shares intopreferred shares, bonds, or other issued securities is not permitted.

 

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**ARTICLE 9. RIGHTS OF SHAREHOLDERS OWNING PREFERREDSHARES OF THE COMPANY.**

 

9.1                                 In accordance with current legislationthe Company has the right to issue any classes and categories of preferredshares, therewith stipulating the terms of issuance when adopting a resolutionto place the shares and adopting a resolution to make corresponding amendmentsto the Company’s charter

 

9.2                                 If the Company issues preferred shares ofa particular class (category), shareholders owning preferred shares shall notbe entitled to vote at the General Meeting of Shareholders except in the casesprovided for by current legislation for that class (category) of preferredshares.

 

9.3                                 Preferred shares of one class (category)shall grant the shareholders who own them an identical amount of rights andhave an identical par value.

 

9.4                                 Shareholders owning preferredshares shall participate in the General Meeting of Shareholders with the rightto vote on matters of reorganization and liquidation of the Company.

 

Shareholdersowning preferred shares of a particular class shall acquire the right to votewhen the General Meeting of Shareholders decides on the making of revisions andadditions to the Company’s charter would limit the rights of shareholdersowning preferred shares of that class, including cases where the amount of thedividend is to be set or increased and (or) the liquidation value payable onpreferred shares of higher priority is to be set or increased, or preferencesare to be granted, with respect to order of priority of payment of dividendsand (or) the liquidation value of shares, to shareholders owning preferredshares of another class. A resolution to make such revisions and additionsshall be deemed to have been adopted only if it receives at least three-fourthsof the votes of shareholders owning voting shares and participating in theGeneral Meeting of Shareholders, not including the votes of shareholders owningpreferred shares with respect to which rights are to be limited, andthree-fourths of the votes of all shareholders owning preferred shares of eachclass with respect to which rights are to be limited, unless this Charterrequires a higher number of votes for the adoption of such a resolution.

 

9.5                                 Shareholders owning preferred shares havethe rights granted to them by this Charter, current Russian legislation, andissue prospectuses for owners of preferred shares of the respective classes(categories).

 

**ARTICLE 10. BONDS AND OTHER ISSUED SECURITIES OFTHE COMPANY.**

 

10.1                           The Company has the right to issue andplace bonds and other issued securities provided for by legal enactments of theRussian Federation on securities.

 

10.2                           Placement of bonds and other issuedsecurities (other than shares) by the Company shall be done pursuant to aresolution of the Board of Directors.

 

10.3                           A bond of the Company certifies the rightof its holder to demand that the Company redeem the bond (pay the par value orthe par value plus interest) on established dates.

 

10.4                           A resolution to issue bonds must definethe form, periods, and other conditions of redemption of the bonds. A bond musthave a par value. The par value of all bonds issued by the Company must notexceed the size of the Charter Capital or the amount of security granted to theCompany by third parties for the purpose of the bond issue. The Company mayissue bonds only after the Charter Capital has been fully paid in.

 

10.5                           The Company may place bonds with a singlematurity or bonds that mature in a series on certain dates.

 

10.6                           Bonds may be redeemed in monetary form orin other property in accordance with the resolution to issue them. The Companymay place bonds secured by a pledge of certain property of the Company, bondsunder security granted to the Company by third parties for the purposes of thebond issue, and debentures. Debentures shall not be issued before the thirdyear of the Company’s existence, and then only on the condition that two annualbalance sheets of the Company have been duly approved by that time.

 

10.7                           Bonds may be registered bonds or bearerbonds. If registered bonds are issued, the Company shall be required to keep aregister of their holders. A lost registered bond shall be replaced by theCompany for a reasonable fee. The rights of the holder of a lost bearer bondshall be restored by a court in the manner established by the procedurallegislation of the Russian Federation. The Company may provide for thepossibility of early redemption of bonds at the option of their holders. Insuch case, the resolution to issue bonds must specify the redemption value andthe earliest date when bonds may be presented for early redemption.

 

10.8                           The Company is not entitled to placebonds or other issued securities convertible into shares of the Company if thenumber of authorized shares of a particular category or class is less than thenumber of shares of that category or class that holders of the convertiblebonds or securities would be entitled to acquire.

 

10.9                           Bondholders have a preferential right tothe distributable profits and assets of the Company in the event of itsliquidation, relative to owners of shares, in the manner established by currentRussian legislation.

 

**ARTICLE 11. FUNDS. NET ASSETS. PROFITS ANDDIVIDENDS.**

 

11.1                           The Company shall create a reserve fundin the amount of 5% (five percent) of the Charter Capital.

 

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11.2                           The Company’s reserve fund shall beformed by obligatory annual contributions until the amount established by theCompany’s charter is attained. The amount of the annual contributions must beat least 5% (five percent) of the Company’s net profits until the amountestablished by this charter is attained. The reserve fund is intended forcovering the Company’s losses, as well as for the redemption of bonds andshares of the Company in the absence of other funds. The reserve fund may notbe used for other purposes.

 

11.3                           The value of the Company’s net assetsshall be calculated according to accounting data in the manner established bycurrent Russian legislation.

 

11.4                           If at the end of the second or anysubsequent fiscal year the value of the Company’s net assets, according toeither the annual balance sheet submitted for approval to the Company’sshareholders or the results of an audit, is less than its Charter Capital, theCompany shall be obligated to announce a reduction in its Charter Capital to anamount not exceeding the value of its net assets.

 

11.5                           If at the end of the second or anysubsequent fiscal year the value of the Company’s net assets, according toeither the annual balance sheet submitted for approval to the Company’sshareholders or the results of an audit, is less than the minimum chartercapital amount required by the current legislation of the Russian Federation,the Company shall be obligated to adopt a resolution to liquidate.

 

11.6                           The book profits and net profits of theCompany shall be determined in accordance with accounting rules in effectin the Russian Federation for the financial and economic activity ofenterprises and be reflected on the Company’s balance sheet. The portion ofprofits remaining after payment of taxes and other obligatory payments, bondpayments (if any), and replenishment of the Company’s reserve fund or otherfunds may be subject to distribution among the shareholders.

 

11.7                           A dividend is the portion of the Company’snet profits subject to distribution among the shareholders that attaches to onecommon and/or preferred share.

 

11.8                           The Company has the right to adopt aresolution to pay (declare) dividends on placed shares proceeding from theresults of the 1st quarter, six months, nine months of thefinancial year and/or proceeding from the results of the whole financial year,unless otherwise established  by the JSC Law.The resolution to pay (declare) dividends proceeding from the results of the 1st quarter, sixmonths, nine months of the financial year may be adopted within three monthsupon expiration of the appropriate period

 

11.9                           The Company is obligated to pay dividendsdeclared for shares of each category (class). Dividends shall be paid in moneyor, in the cases provided for by this charter, in other property.

 

11.10                     Dividends shall be paid out ofthe Company’s net profits. Dividends on preferred shares of certain classes maybe paid out of special funds of the Company designated for that purpose.

 

11.11                     A resolution to pay (declare)dividends, the amount of the dividend, and the form of payment thereof onshares of each category (class) shall be adopted by the General Meeting ofShareholders. The amount of annual dividends may not exceed the amountrecommended by the Board of Directors.

 

11.12                     The date of payment of dividendsshall be set by the resolution to pay dividends adopted by the General Meetingof Shareholders. If the Company’s charter or the resolution of the GeneralMeeting of Shareholders does not set a date for payment of dividends, the dateof their payment must be within 60 days of the adoption of the resolution topay dividends.

 

11.13                     The list of persons entitled to receive annualdividends shall be prepared on the date of preparation of the list of personsentitled to participate in the annual General Meeting of Shareholders. For thepurpose of preparation of the list of persons entitled to receive annualdividends, a nominee holder of shares shall submit data concerning the personsin whose interests he holds shares.

 

11.14                     The Company is not entitled to adopt a resolution topay (declare) dividends on shares:

 

1)                                      until the Charter Capital has been fullypaid in;

2)                                      prior to the redemption of all sharesthan must be redeemed in accordance with article 76 of the JSC Law;

3)                                      if on the day of adoption of suchresolution the Company meets signs of insolvency (bankruptcy) in accordancewith the legislation of the Russian Federation on insolvency (bankruptcy) orsuch signs would appear at the Company as a result of the payment of dividends;

4)                                      if on the day of adoption of suchresolution the value of the Company’s net assets is less than the sum of its CharterCapital, reserve fund, and the excess of the liquidation value of placedpreferred shares over the par value or would become less as a result of theadoption of such resolution;

5)                                      in other cases provided for by federallaws.

 

11.15                     The Company is not entitled to adopt a resolution topay (declare) dividends on common shares and preferred shares whose dividendamount is undefined, unless a resolution to fully pay dividends (including allaccumulated dividends on cumulative preferred shares) on all classes ofpreferred shares whose dividend amount is defined by the Company’s charter hasbeen adopted.

 

11.16                     The Company is not entitled to adopt a resolution topay (declare) dividends on preferred shares of any class whose dividend amountis defined by this charter, unless a resolution to fully pay dividends(including all accumulated dividends on cumulative preferred shares) on allclasses of preferred shares granting higher priority in receipt of dividendsahead of the preferred shares of that class has been adopted.

 

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11.17                     The Company is not entitled to pay declared dividendson shares:

 

1)                                      if on the day of payment the Companymeets signs of insolvency (bankruptcy) in accordance with legislation of theRussian Federation on insolvency (bankruptcy) or such signs would appear at theCompany as a result of payment of dividends;

2)                                      if on the day of payment the value of theCompany’s net assets is less than the sum of its Charter Capital, reserve fund,and the excess of the liquidation value of placed preferred shares over the parvalue or would become less as a result of payment of dividends;

3)                                      in other cases provided for by federallaws.

 

11.18                     The Company is obligated to pay declared dividends toshareholders upon the cessation of the circumstances specified in clause 11.17.

 

**ARTICLE 12. PLACEMENT OF SHARES AND OTHER ISSUEDSECURITIES BY THE COMPANY.**

 

12.1                           The Company may place additional sharesand other issued securities by subscription or by conversion. In the event ofan increase in the Company’s charter capital on the basis of its property, the Company shall place theadditional shares by distributing them among shareholders.

 

12.2                           The Company may conduct placement ofshares and issued securities of the Company by open or closed subscription. Themeans of placement (open or closed subscription) of shares and securitiesconvertible into shares shall be determined by this charter or, in the absenceof indications in the charter, by the resolution of the General Meeting ofShareholders. If neither the Company’s charter nor the resolution of theGeneral Meeting of Shareholders contains indications as to the means ofplacement of shares and securities of the Company convertible into shares, theplacement may be conducted only by open subscription.

 

12.3                           Shares (issued securities of the Companyconvertible into shares) shall be placed by closed subscription only pursuantto a resolution of the General Meeting of Shareholders to increase the CharterCapital by means of placement of additional shares (a resolution to placeissued securities of the Company convertible into shares) adopted by a majorityof three-fourths of the votes of owners of voting shares taking part in theGeneral Meeting of Shareholders.

 

12.4                           Common shares comprising more than 25%(twenty-five percent) of earlier placed common shares shall be placed by opensubscription only pursuant to a resolution of the General Meeting ofShareholders adopted by a majority of three-fourths of the votes of owners ofvoting shares taking part in the General Meeting of Shareholders.

 

12.5                           Issued securities convertible into commonshares which, if converted, would comprise more than 25% of earlier placedcommon shares shall be placed by open subscription only pursuant to aresolution of the General Meeting of Shareholders adopted by a majority ofthree-fourths of the votes of owners of voting shares taking part in theGeneral Meeting of Shareholders.

 

12.6                           Additional shares of the Company placedby subscription shall be paid for at the price set by the Board of Directors inaccordance with article 77 of the JSC Law, but no lower than their par value.

 

12.7                           The price of placement of additionalshares among shareholders of the Company in conjunction with the exercise oftheir preemptive right to acquire shares may be lower than the price ofplacement among other persons, but by no more than 10 percent.

 

12.8                           The amount of compensation to a brokerparticipating in placement of additional shares of the Company by subscriptionmust not exceed 10 percent of the placement price of the shares.

 

12.9                           The Company may place additional sharesamong its employees. In such case, placement of additional shares shall beeffected in accordance with a resolution of the General Meeting ofShareholders, adopted by 2/3 (two-thirds) of votes, by closed subscription, andshares shall be paid for at market value, but no lower than their par value.

 

12.10                     When additional shares andissued securities convertible into shares are placed by open subscription,shareholders of the Company have a preemptive right to purchase such shares andsecurities in proportion to the number of shares of the same category (class)owned by them.

 

12.11                     Shareholders of the Company who voted against or didnot participate in voting on the issue of placement of shares and issuedsecurities convertible into shares by closed subscription have a preemptiveright to purchase additional shares and issued securities convertible intoshares being placed by closed subscription, in a quantity proportional to thenumber of shares of the same category (class) owned by them. This right doesnot extend to placement of shares and other issued securities convertible intoshares by closed subscription only among shareholders, provided thatshareholders have the opportunity to purchase a whole number of shares andother securities convertible into shares being placed in proportion to thenumber of shares of the respective category (class) owned by them.

 

12.12                     Acting in compliance with the resolution of the Boardof Directors, the Company may acquire its placed shares for subsequent sale.

 

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**ARTICLE 13. REGISTER OF SHAREHOLDERS OF THECOMPANY.**

 

13.1                           The register of shareholders of the Company(“Shareholders Register”) shall contain information on each registered person,the number and categories (classes) of shares recorded to the name of theregistered person, and other information provided for by legal enactments ofthe Russian Federation.

 

13.2                           The holder of the ShareholdersRegister may be the Company itself or a professional participant in thesecurities market performing activities in respect of keeping of a register ofholders of registered securities (“registrar”).

 

13.3                           The holder of the Shareholders Registerof a company with more than 50 shareholders must be a registrar. In such case,the Company shall enter into a contract for keeping of the register with aspecialized registrar on the basis of a corresponding resolution of the Boardof Directors adopted by a majority of votes of the members of the attendingBoard of Directors. The contract for keeping of the register shall be concludedonly with one legal entity.

 

13.4                           A specialized registerperforming activities in respect of keeping of the Company’s register is notentitled to conclude transactions with the Company’s securities.

 

13.5                           The fact of entrusting keepingand storage of the Shareholders Register to a registrar shall not relieve theCompany of liability for keeping and storage of the register.

 

13.6                           A person registered in the ShareholdersRegister is obligated to report changes in his data to the holder of theregister in a timely manner. In case of failure to provide information onchanges to data, the Company and the registrar shall not be liable for lossescaused in connection therewith.

 

13.7                           Refusal to make an entry into the systemof keeping the Shareholders Register or deviation from such entry, including inrelation to a purchaser in good faith, is not permitted, except in the casesprovided for by federal laws.

 

**ARTICLE 14. MANAGEMENT BODIES OF THE COMPANY.**

 

14.1                           The Company’s management bodies are:

 

14.1.1                  the General Meeting of Shareholders;

14.1.2                  the Board of Directors;

14.1.3                  the Chairman of the Management Board;

14.1.4                  the Management Board.

 

**ARTICLE 15. GENERAL MEETING OF SHAREHOLDERS.**

 

15.1                           The highest management body of theCompany is the general meeting of shareholders of the Company (“General Meetingof Shareholders”).

 

15.2                           The Company is obligated once a year tohold an annual General Meeting of Shareholders. The Company shall hold anannual General Meeting of Shareholders without regard to whether other(extraordinary) meetings are held. The annual General Meeting of Shareholdersshall be held no earlier than two months and no later than six months after theend of the fiscal year. The date of the General Meeting of Shareholders, theprocedure for holding the meeting, and the list of materials to be providedshall be established by resolutions of the Board of Directors and by thischarter.

 

15.3                           All General Meetings ofShareholders other than the annual meeting are deemed extraordinary. Anextraordinary General Meetings of Shareholders shall be held pursuant to aresolution of the Board of Directors on the basis of its own initiative or arequest of the Audit Committee, the Company’s auditor, or shareholders (ashareholder) owning at least 10 percent of the voting shares of the Company onthe date such request is presented.

 

15.4                           The calling of an extraordinaryGeneral Meeting of Shareholders requested by the Audit Committee, the Company’sauditor, or shareholders (a shareholder) owning at least 10 percent of thevoting shares of the Company shall be done by the Board of Directors. Anextraordinary General Meeting of Shareholders called at the request of theAudit Committee, the Company’s auditor, or shareholders (a shareholder) owningat least 10 percent of the voting shares of the Company must be held within 40days of the submission of the request to hold such meeting.

 

15.5                           If the proposed agenda of anextraordinary General Meeting of Shareholders includes the issue of election ofmembers of the Board of Directors, such meeting must be held within 70 days ofthe submission of the request to hold such meeting.

 

In cases when in accordance with articles 68—70 of theJSC Law the Board of Directors is obligated to adopt a resolution to hold anextraordinary General Meeting of Shareholders, such meeting must be held within40 days of the adoption of such resolution by the Board of Directors.

 

In cases when in accordance with the JSC Law the Boardof Directors is obligated to adopt a resolution to hold an extraordinaryGeneral Meeting of Shareholders to elect members of the Board of Directors,such General Meeting of Shareholders must be held within 70 days of theadoption of such resolution by the Board of Directors.

 

15.6                           A request to hold anextraordinary General Meeting of Shareholders must contain formulations of theissues subject to inclusion in the agenda of the meeting. A request to hold anextraordinary General Meeting 

 

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of Shareholders may contain formulations of resolutionson each of these issues, and also may propose the form of holding the General Meetingof Shareholders.

 

The Board of Directors is not entitled to alter theformulations of issues on the agenda, the formulations of resolutions on suchissues, or the proposed form of holding an extraordinary General Meeting ofShareholders called at the request of the Audit Committee, the Company’sauditor, or shareholders (a shareholder) owning at least 10 percent of thevoting shares of the Company.

 

If a request to call an extraordinary General Meeting ofShareholders originates from shareholders (a shareholder), it must contain thenames of the shareholders (shareholder) requesting such meeting and indicatethe number and categories (classes) of shares owned by them.

 

A request to call an extraordinary General Meeting ofShareholders shall be signed by the persons (person) requested such meeting.

 

15.7                           Within five days of the date ofthe presentment of a request to call an extraordinary General Meeting ofShareholders from the Audit Committee, the Company’s auditor, or shareholders(a shareholder) owning at least 10 percent of the voting shares of the Company,the Board of Directors must adopt a resolution to call an extraordinary GeneralMeeting of Shareholders or a resolution to refuse to call such meeting.

 

15.8                           A resolution to refuse to callan extraordinary General Meeting of Shareholders requested by the AuditCommittee, the Company’s auditor, or shareholders (a shareholder) owning atleast 10 percent of the voting shares of the Company may be adopted if:

 

1)                                      the procedureestablished by this article for the presentment of a request to call anextraordinary General Meeting of Shareholders has not been complied with;

2)                                      the shareholders(shareholder) requesting the extraordinary General Meeting of Shareholders donot own the number of voting shares stipulated by clause 15.3 of this Charter;

3)                                      none of the issuesproposed for inclusion in the agenda of the extraordinary General Meeting ofShareholders is assigned to its competence and (or) conforms to therequirements of the JSC Law and other legal enactmentsof the Russian Federation.

 

15.9                           A resolution of the Board ofDirectors to call an extraordinary General Meeting of Shareholders or areasoned resolution to refuse to call such meeting shall be sent to the personsrequesting the meeting no later than 3 (Three) days after the adoption of suchresolution. A resolution of the Board of Directors to refuse to call anextraordinary General Meeting of Shareholders may be appealed to a court.

 

If the Board of Directors fails to adopt either aresolution to call an extraordinary General Meeting of Shareholders or aresolution to refuse to call such meeting within the period established byclause 15.7 of this Charter, an extraordinary General Meeting of Shareholdersmay be called by the bodies and persons who requested the meeting. In suchcase, the bodies and persons calling the extraordinary General Meeting ofShareholders shall have the powers provided by the JSC Law and this charterthat are necessary to call and hold a General Meeting of Shareholders. In suchcase, expenses for the preparation and holding of the General Meeting ofShareholders may be reimbursed out of the Company’s funds pursuant to aresolution of the General Meeting of Shareholders.

 

15.10                     Notice of a General Meeting ofShareholders must be given no later than 20 days before the meeting; notice ofa General Meeting of Shareholders whose agenda includes the issue ofreorganization of the Company must be given no later than 30 days before themeeting.

 

In cases stipulated in the Federal Law on Joint-StockCompanies, the notice of the extraordinary General Meeting of Shareholders mustbe given no later than 70 days before the meeting.

 

Withinthe specified periods notice of a General Meeting of Shareholders must be sentto each person specified in the list of persons entitled to participate in theGeneral Meeting of Shareholders by registered letter or hand-delivered to eachof the aforesaid persons against signature for receipt, and also published inthe Wall Street Journal newspaper (New York, USA).

 

15.11                     The notice of a General Meetingof Shareholders must state:

 

·                  the full trade name and location of the Company;

·                  the form of holding the General Meeting of Shareholders (assembly orremote voting);

·                  the date, place, and time of the General Meeting of Shareholders and,if completed ballots may be sent to the Company pursuant to article 60.3 of theJSC Law, the postal address to which completed ballots may be sent, or, if theGeneral Meeting of Shareholders is to be held in the form of remote voting, thelast date on which voting ballots will be accepted and the postal address towhich completed ballots are to be sent;

·                  the date of preparation of the list of persons entitled to participatein the General Meeting of Shareholders;

·                  the agenda of the General Meeting of Shareholders;

·                  the procedure for inspecting information (materials) to be provided inpreparation for the General Meeting of Shareholders, and the address(addresses) at which it may be inspected.

 

15.12                     The list of persons entitled to participate in theGeneral Meeting of Shareholders shall be prepared on the basis of data from theShareholders Register on the date established by the Board of Directors.

 

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Thedate established for the preparation of the list of persons entitled toparticipate in the General Meeting of Shareholders may not be earlier than 50 daysbefore, or, in the case provided for by article 53.2 of the JSC Law, earlierthan 85 days before, the date of the meeting.

 

Thelist of persons entitled to participate in the General Meeting of Shareholdersshall contain the name of each such person, data necessary to identify theperson, data on the number and category (class) of shares in respect of whichhe holds the right to vote, and the postal address in the Russian Federation towhich should be sent the notice of the General Meeting of Shareholders, votingballots, if voting intends the sending of voting ballots, and the report onresults of voting.

 

15.13                     The list of persons entitled toparticipate in the General Meeting of Shareholders shall be made available bythe Company for inspection at the request of persons included in such list andholding at least 1 percent of votes, subject to the proviso that data fromdocuments and the postal address of natural persons included in the list shallbe provided only with the consent of such persons.

 

At therequest of any interested party the Company shall be obligated to provide himwithin three days with an extract from the list of persons entitled toparticipate in the General Meeting of Shareholders, containing data concerningsuch person, or a statement attesting that he is not included in the list ofpersons entitled to participate in the General Meeting of Shareholders.

 

15.14                     Changes to the list of persons entitled to participatein the General Meeting of Shareholders may be made only in cases of restorationof violated rights of persons not included in the list on the date of itspreparation or correction of errors made in its preparation.

 

15.15                     A General Meeting ofShareholders shall be empowered (have a quorum) if shareholders owning in theaggregate more than half of the votes carried by placed voting shares of theCompany participate in the meeting.

 

Deemed to have participated in a General Meeting ofShareholders are those shareholders who registered to participate in it andthose shareholders whose ballots were received no later than two days beforethe date of the meeting. Deemed to have participated in a General Meeting ofShareholders held in the form of remote voting are those shareholders whoseballots were received before the expiration of the period for acceptance ofballots.

 

If the agenda of a General Meeting of Shareholdersincludes issues on which different groups of voters are eligible to vote, aquorum for the adoption of a resolution on these issues shall be determinedseparately. In such case, the absence of a quorum for the adoption of aresolution on issues on which one group of voters is eligible to vote shall notprevent the adoption of a resolution on issues on which a different group ofvoters is eligible to vote and for which a quorum is present.

 

15.16                     In the absence of a quorum forthe annual General Meeting of Shareholders, a repeated General Meeting ofShareholders shall be called with the same agenda. In the absence of a quorumfor an extraordinary General Meeting of Shareholders, a repeated GeneralMeeting of Shareholders may be held with the same agenda.

 

15.17                     A repeated General Meeting ofShareholders shall be empowered (have a quorum) if shareholders owning in theaggregate at least 30 percent of the votes carried by placed voting shares ofthe Company participate in the meeting.

 

15.18                     Notice of a repeated GeneralMeeting of Shareholders shall be given in the form and manner prescribed bythis charter, except that the provisions of paragraph 2 of article 52.1 of theJSC Law shall not apply. Hand-delivery, other delivery, and publication ofvoting ballots in conjunction with a repeated General Meeting of Shareholdersshall be done in accordance with the requirements of article 60 of the JSC Law.

 

15.19                     In the case of a repeated General Meeting ofShareholders held within 40 days of a General Meeting of Shareholders that didnot take place, the persons entitled to participate in the General Meeting ofShareholders shall be determined in accordance with the list of personsentitled to participate in the General Meeting of Shareholders that did nottake place.

 

15.20                     The following are assigned to the competence of theGeneral Meeting of Shareholders:

 

1)             making of revisions andadditions to the Company’s charter or approval of a restated version of theCompany’s charter;

2)             reorganization of the Company;

3)             liquidation of the Company,appointment of a liquidation committee, and approval of interim and finalliquidation balance sheets;

4)             determination of the number ofseats on the Board of Directors, election of its members, and early terminationof their powers;

5)             determination of the number, par value,and category (class) of authorized shares and the rights granted by suchshares;

6)             increasing the Charter Capitalby means of an increase in the par value of shares or by means of placement ofadditional shares, unless increases in the Charter Capital by means ofplacement of additional shares are assigned by this charter in accordance withthe JSC Law to the competence of the Board of Directors;

 

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7)             decreasing the Charter Capitalby means of a decrease in the par value of shares, by acquisition of someshares for the purpose of reducing their total number, or by cancellation ofshares acquired or redeemed by the Company;

8)             election of members of the AuditCommittee and early termination of their powers;

9)             approval of the Company’sauditor;

10)           approval of annual balancesheets and annual accounting reports, including reports on profits and losses(profit and loss statements) of the Company; distribution of profits, includingpayment (declaration) of dividends, and losses of the Company on the basis ofresults of the fiscal year;

11)           determination of the procedurefor holding the General Meeting of Shareholders;

12)           election of members of thecounting committee and early termination of their powers;

13)           splitting and consolidation ofshares;

14)           adoption of resolutionsapproving transactions in the cases provided for by article 83 of the JSC Law;

15)           adoption of resolutionsapproving major transactions in the cases provided for by article 79 of the JSCLaw;

16)           acquisition by the Company ofplaced shares in the cases provided for by the JSC Law;

17)           adoption of resolutions concerningparticipation in holding companies, financial-industrial groups, associations,and other unions of commercial organizations;

18)           approval of internal documentsregulating the activity of the Company’s bodies;

19)           decision of other issuesprovided for by the JSC Law.

 

15.21                     Issues assigned to thecompetence of the General Meeting of Shareholders may not be delegated fordecision to an executive body of the Company.

 

                Issuesassigned to the competence of the General Meeting of Shareholders may not bedelegated for decision to the Board of Directors, with the exception of issuespertaining to the making of revisions and additions to the Company’s charter inconnection with an increase in the Charter Capital in accordance with articles12 and 28 of the JSC Law.

 

15.22                     The General Meeting of Shareholders is not entitled toexamine or adopt resolutions on issues not assigned to its competence by theJSC Law.

 

15.23                     A resolution of the General Meeting of Shareholders onan issue put to a vote shall be adopted by a majority of votes of shareholdersowning voting shares of the Company who participate in the meeting, unless theJSC Law establishes otherwise for the adoption of the resolution. Resolutionson the issues specified in items 1—3, 5, and 16 of clause 15.20 of this chartershall be adopted by the General Meeting of Shareholders by a majority ofthree-fourths of the votes of shareholders owning voting shares who participatein the respective meeting.

 

Aresolution to approve a major transaction that has as its subject-matterproperty whose value exceeds 50 percent of the book value of the Company’sassets shall be adopted by the General Meeting of Shareholders by a majority ofthree-fourths of the votes of shareholders owning voting shares who participatein the meeting.

 

15.24                     Resolution on the issue specified in items 2, 6, and13—18 of clause 15.20 of this charter shall be adopted by the General Meetingof Shareholders only pursuant to a proposal of the Board of Directors.

 

15.25                     Voting at the General Meeting of Shareholders shall becarried out according to the principle, “one voting share of the Company equalsone vote,” with the exception of cumulative voting in the case provided for byclause 16.4 of this charter;

 

15.26                     The procedure for the adoption by the General Meetingof Shareholders of a resolution concerning the procedure for conducting theGeneral Meeting of Shareholders shall be established by the Company’s charter,or by internal documents of the Company approved by a resolution of the GeneralMeeting of Shareholders.

 

15.27                     The General Meeting of Shareholders is entitledneither to adopt resolutions on issues not included in the agenda of themeeting nor to alter the agenda.

 

15.28                     A resolution of the GeneralMeeting of Shareholders may be adopted without assembly (collective presence ofshareholders for the purpose of discussing issues on the agenda and adoptingresolutions thereon put to a vote) by means of remote voting conducted inaccordance with the requirements of legal enactmentsof the Russian Federation.

 

15.29                     A General Meeting of Shareholders whose agendaincludes issues concerning election of the Board of Directors or the AuditCommittee or approval of the Company’s auditor, or the issues provided for byarticle 48.1.11 of the JSC Law, may not be held in the form of remote voting. Aresolution of the General Meeting of Shareholders adopted by means of remotevoting (by poll) shall be deemed valid if shareholders owning in the aggregateat least half of the voting shares of the Company participated in voting.Remote voting shall be conducted with the use of voting ballots meeting therequirements of article 60 of the JSC Law. The date established for theprovision of voting ballots to shareholders must be no later than 30 days beforethe last date on which ballots will be accepted by the Company.

 

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**ARTICLE 16. BOARD OF DIRECTORS OF THE COMPANY.**

 

16.1                           In the intervals between General Meetingsof Shareholders the highest management body of the Company shall be the boardof directors of the Company (“Board of Directors”). The Board of Directorsshall carry out general management of the Company’s activities, with theexception of decisions on issues assigned by this charter to the competence ofthe General Meeting of Shareholders.

 

16.2                           The Board of Directors shall consist of 11(eleven) persons.

 

16.3                           The following issues are assigned to thecompetence of the Board of Directors:

 

1)                                      determination ofthe priority directions of the Company’s activities;

2)                                      calling of annualand extraordinary General Meetings of Shareholders, except in the casesprovided for by article 55.8 of the JSC Law;

3)                                      approval of theagenda of the General Meeting of Shareholders;

4)                                      determination ofthe date of preparation of the list of persons entitled to participate in theGeneral Meeting of Shareholders, and other issues assigned to the competence ofthe Board of Directors in accordance with the provisions of chapter VII of theJSC Law and associated with preparation for and holding of the General Meetingof Shareholders;

5)                                      placement of bondsand other issued securities by the Company in the cases provided for by the JSCLaw;

6)                                      determination ofthe price (monetary valuation) of property and the price of placement andredemption of issued securities in the cases provided for by the JSC Law;

7)                                      acquisition ofshares, bonds, and other securities placed by the Company in the cases providedfor by the JSC Law;

8)                                      formation of the executive bodies of theCompany and early termination of their powers—election of the Chairman of theManagement Board and appointment of the members of the Management Board;

9)                                      establishment ofthe amounts of compensation and reimbursement to be paid to the executivebodies of the Company—the Chairman of the Management Board and the members ofthe Management Board;

10)                                recommendations onthe amounts of compensation and reimbursement to be paid to members of theAudit Committee and determination of the amount to be paid for the services ofthe auditor;

11)                                recommendations onthe amount of the dividend on shares and the procedure for its payment;

12)                                use of the reservefund and other funds of the Company;

13)                                approval ofinternal documents of the Company, with the exception of internal documents whoseapproval is assigned by the JSC Law to the competence of the General Meeting ofShareholders or assigned by this charter to the competence of the Company’sexecutive bodies;

14)                                creation ofbranches and opening of representative offices of the Company;

15)                                approval of majortransactions in the cases provided for by chapter X of the JSC Law;

16)                                approval of thetransactions provided for by chapter XI of the JSC Law;

17)                                approval of theCompany’s registrar and the terms of the contract with the registrar, andtermination of the contract with the registrar;

18)                                adoption ofresolutions on the Company’s participation in other organizations, except inthe cases providedfor by article 48.1.18 of the JSC Law;

19)                                other issues provided for by the JSC Lawand this charter.

 

16.4                           Members of the Board ofDirectors shall be elected by the annual General Meeting of Shareholders bycumulative voting for a term ending at the next annual General Meeting ofShareholders. If an annual General Meeting of Shareholders is not held withinthe periods established by article 47.1 of the JSC Law, the powers of the Boardof Directors shall be terminated, with the exception of powers relating topreparation, calling, and holding of an annual General Meeting of Shareholders.A resolution of the General Meeting of Shareholders to terminate powers earlymay be adopted only with regard to all members of the Board of Directors. Inthe event of early termination of the powers of the Board of Directors, thepowers of the newly elected Board of Directors shall be effective until theelection (or reelection) of a new Board of Directors at the next annual GeneralMeeting of Shareholders.

 

16.5                           In cumulative voting, the number of votesheld by each shareholder shall be multiplied by the number of persons to beelected to the Board of Directors, and a shareholder may cast the votes thusreceived wholly for one candidate or divide them among two or more candidates.The candidates who receive the greatest number of votes shall be deemed electedto the Board of Directors.

 

16.6                           The term of office of members of theBoard of Directors shall be counted from the time of their election by theannual General Meeting of Shareholders to the time a new Board of Directors iselected by the next annual General Meeting of Shareholders. Persons elected tothe Board of Directors may be reelected an unlimited number of times.

 

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16.7         A member of the Board of Directors isentitled at any time to voluntarily resign his powers by sending a writtennotice to the other members of the Board of Directors. In such case, the powersof the remaining members of the Board of Directors shall not be terminated,except as contemplated below in this clause. In the event that the number ofmembers of the Board of Directors becomes less than 5 (five), the Board ofDirectors shall be obligated to call an extraordinary General Meeting ofShareholders for the purpose of electing a new Board of Directors. Theremaining members of the Board of Directors shall be entitled only to adopt aresolution to call such extraordinary General Meeting of Shareholders.

 

16.8         Only a natural person may be a memberof the Board of Directors. Membership on the Board of Directors is not limitedto shareholders of the Company. Members of the Company’s collective executivebody may not constitute a majority of the Board of Directors. The personperforming the duties of one-person executive body may not simultaneously bethe Chairman of the Board of Directors.

 

16.9         TheChairman of the Board of Directors shall be elected by the members of the Boardof Directors from among their number by a majority of votes of the total numberof members of the Board of Directors.

 

16.10       TheBoard of Directors is entitled at any time to reelect its chairman by amajority of votes of the total number of votes of the Board of Directors.

 

16.11       TheChairman of the Board of Directors shall organize its work, call meetings ofthe Board of Directors and preside at them, organize the keeping of the minutesat meetings, and preside at the General Meeting of Shareholders.

 

16.12       In the absence of the Chairman of theBoard of Directors his functions shall be performed by one of the members ofthe Board of Directors pursuant to a resolution of the Board of Directors.

 

16.13       Meetingsof the Board of Directors shall be called by the Chairman of the Board ofDirectors on his own initiative or at the request of a member of the Board ofDirectors, the Audit Committee or the Company’s auditor, or an executive bodyof the Company.

 

16.14       Aquorum for a meeting of the Board of Directors shall be the presence of 5(five) members of the Board of Directors.

 

16.15       Resolutionsshall be adopted at meetings of the Board of Directors by a majority of votesof members of the Board of Directors participating in the meeting, unlessotherwise established by the JSC Law, this charter, or an internal document ofthe Company. In deciding issues at meetings of the Board of Directors eachmember of the Board of Directors shall have one vote.

 

The assignment of the right to vote by one member of theBoard of Directors to another person, including another member of the Board ofDirectors, is not permitted.

 

16.16       In theevent of a tie of votes in the adoption of resolutions at meetings of the Boardof Directors, the vote of the Chairman of the Board of Directors shall be thedeciding vote.

 

16.17       For thepurposes of supporting the activities of the Board of Directors and theorganization of its document circulation, the Board of Directors may appoint aSecretary of the Board of Directors for the term of office of the respectiveBoard of Directors. Only a natural person may be the Secretary of the Board ofDirectors. The Secretary of the Board of Directors may not be a shareholder ofthe Company and/or a member of the Board of Directors. The Secretary of theBoard of Directors may be appointed an unlimited number of times.

 

TheBoard of Directors is entitled at any time to adopt a resolution to terminateearly the powers of the Secretary of the Board of Directors and appoint a newSecretary of the Board of Directors.

 

The powers and procedures for the activities of theSecretary of the Board of Directors shall be defined by internal documents ofthe Company.

 

16.18       Minutesshall be kept at meetings of the Board of Directors. The minutes of a meetingof the Board of Directors shall be prepared no later than 3 days after themeeting. The following information shall be stated in the minutes: the placeand time of the meeting; the persons attending the meeting; the agenda of themeeting; issues put to a vote and results of voting thereon; and adoptedresolutions. The minutes of a meeting of the Board of Directors shall be signedby the person presiding at the meeting and by the Secretary of the Board ofDirectors, who both shall be responsible for the correct preparation of theminutes.

 

16.19       In determining whether a quorum ispresent for a meeting of the Board of Directors, and also in determining theresults of voting at meetings of the Board of Directors on issues on theagenda, written opinions of members of the Board of Directors absent from themeeting shall be taken into account. Resolutions of the Board of Directors maybe adopted by remote voting.

 

16.20       Other issues pertaining to calling andholding of meetings of the Board of Directors may be determined by internaldocuments of the Company.

 

**ARTICLE 17. EXECUTIVE BODIES OF THE COMPANY.**

 

17.1         Managementof the Company’s current activities shall be carried out by the one-personexecutive body of the Company—the Director (Chairman of the ManagementBoard)—and by the collective executive body of the Company—the management boardof the Company (“Management Board”). The executive bodies of the Company (theChairman of the Management Board and the Management Board) shall be accountableto the Board of Directors and the General Meeting of Shareholders.

 

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17.2         TheChairman of the Management Board shall perform the functions of Director of theCompany and chairman of the collective executive body of the Company (theManagement Board). The Chairman of the Management Board shall be the manager ofthe Company.

 

17.3         Assignedto the competence of the one-person executive body of the Company are allissues of management of the Company’s current activities, with the exception ofissues assigned to the competence of the General Meeting of Shareholders andthe Board of Directors. The one-person executive body of the Company shallorganize the fulfillment of resolutions of the General Meeting of Shareholdersand the Board of Directors.

 

17.4                           The Chairman of theManagement Board without a power of attorney shall act in the name of theCompany, including:

 

1)             carry out operative managementof the Company’s activities;

2)             have the right of firstsignature on financial documents;

3)             direct and dispose of theCompany’s property for the purpose of assuring its current activity, within thelimits established by this charter and current Russian legislation;

4)             represent the Company’sinterests both in the Russian Federation and elsewhere, including in foreignstates;

5)             approve staff lists, concludeemployment contracts with the Company’s employees, and offer incentives to andimpose penalties on the Company’s employees;

6)             direct the work of theManagement Board and preside at its meetings;

7)             make recommendations to theBoard of Directors for the approval of candidates for members of the ManagementBoard;

8)             complete transactions in theCompany’s name, except in the cases provided for by the JSC Law and the Company’scharter;

9)             issue powers of attorney in theCompany’s name;

10)           open bank accounts of theCompany;

11)           organize the Company’saccounting and reporting;

12)           issue orders and instructionsbinding upon all employees of the Company;

13)           perform other functionsnecessary for achievement of the goals of the Company’s activities andassurance of its normal operation in accordance with current legislation andthe Company’s charter, with the exception of the functions assigned by the JSCLaw and the Company’s charter to other management bodies of the Company.

 

17.5                           The Chairman of theManagement Board shall be elected by the Board of Directors at its firstmeeting (after the election of a new Board of Directors at the annual GeneralMeeting of Shareholders) for a term of 5 (five) years.

 

The term of office of the Chairman of the ManagementBoard shall be counted from the time of his election by the Board of Directorsto the time of election (reelection) of the Chairman of the Management Board5(five) years later at the first meeting of the new Board of Directors (afterthe election of a new Board of Directors at the annual General Meeting ofShareholders).

 

17.6                           In the event ofearly termination of the powers of the Chairman of the Management Board, thepowers of the newly elected Chairman of the Management Board shall be effectiveuntil the election (reelection) of the Chairman of the Management Board at thefirst meeting of its new Board of Directors (after the election of a new Boardof Directors at the annual General Meeting of Shareholders) 5 (five) yearsafter the meeting of the Board of Directors at which the Chairman of the Boardof Directors whose powers were terminated was elected.

 

17.7                           The ManagementBoard shall be the collective executive body of the Company and under thedirection of the Chairman of the Management Board shall make decisions on thefollowing issues pertaining to current management of the Company’s activitiesin the period between General Meetings of Shareholders and meetings of theBoard of Directors:

 

17.7.1     organizationof the Company’s accounting and reporting, preparation and submission of annualreports and balance sheets of the Company to the Board of Directors forapproval;

17.7.2     decisionson issues pertaining to interaction with suppliers of goods and services forthe Company and with consumers of its products;

17.7.3     establishmentof prices, rates, and commissions under contracts with suppliers and consumers;

17.7.4     ensuringsupplies of materials and equipment to the Company and supporting the sale ofits products and services;

17.7.5     keepingpersonnel records in accordance with current Russian legislation;

17.7.6     monitoringthe condition of buildings, premises, and equipment of the Company, as well asthe movement of tangible and monetary valuables;

17.7.7     thecontent and keeping of the Company’s archives, ensuring clerical work and thework of the Company’s office, and organization of document storage at theCompany in accordance with current legislation;

 

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17.7.8     providingorganizational and technical support for the activities of the General Meetingof Shareholders, the Board of Directors, and the Audit Committee;

17.7.9     organizingthe fulfillment of resolutions of the General Meeting of Shareholders and theBoard of Directors;

17.7.10   performanceof orders and/or instructions of the Chairman of the Management Board in othermatters associated with the current activities of the Company.

 

17.8                           The Management Board shall consist ofmembers of the Management Board, who shall be subordinate to the Chairman ofthe Management Board and act in accordance with the powers granted to them.

 

17.9                           The Management Board shall becreated with the number of members established by the Board of Directors.Members of the Management Board shall be appointed by the Board of Directors atthe recommendation of the Chairman of the Management Board for a term of 3 (three) years.

 

17.10                     The Management Board shall holdits meeting as necessary. Meetings of the Management Board shall be organizedby the Chairman of the Management Board.

 

TheChairman of the Management Board shall sign all documents in the Company’s nameand the minutes of meetings of the Management Board.

 

Aquorum for a meeting of the Management Board shall be the presence of at leasthalf of the elected members of the Management Board. If the number of membersof the Management Board becomes less than the number constituting the aforesaidquorum, the Board of Directors shall be obligated to form the Management Board.

 

Assignment of the right to vote by one member of theManagement Board to another person, including another member of the ManagementBoard, is not permitted.

 

17.11.                  Minutes shall be kept atmeetings of the Management Board. The minutes of a meeting of the ManagementBoard shall be provided to members of the Board of Directors, the AuditCommittee, and the Company’s auditor at the request thereof.

 

17.12.                  The person performing the functions ofChairman of the Management Board and the members of the Management Board maysimultaneously hold positions on the management bodies of other organizationsonly with the consent of the Board of Directors.

 

17.13.                  The Board of Directors isentitled at any time to adopt a resolution to terminate early the powers of theChairman of the Management Board and members of the Management Board and toform new executive bodies of the Company.

 

17.14.                  Other rights and obligations of theChairman of the Management Board and the members of the Management Board aredefined by the JSC Law, other legal enactments of the Russian Federation, andthe contract made by each of them with the Company. The contract shall besigned on the Company’s behalf by the Chairman of the Board of Directors oranother person authorized by the Board of Directors.

 

17.15.                  Other issues pertaining to the activitiesof the Chairman of the Management Board and the Management Board may bedetermined by internal documents of the Company.

 

**ARTICLE 18. LIABILITY OF MEMBERS OF THE BOARD OFDIRECTORS, CHAIRMAN OF THE MANAGEMENT BOARD, TEMPORARY ONE-PERSON EXECUTIVEBODY OF THE COMPANY, MEMBERS OF THE MANAGEMENT BOARD, AND EMPLOYEES OF THECOMPANY.**

 

18.1                           The members of the Board ofDirectors, the Chairman of the Management Board, the members of the ManagementBoard, and the specialists of the Company’s administration in exercising theirrights and performing duties shall act in the interests of the Company andexercise their rights and perform duties in relation to the Company reasonablyand in good faith.

 

18.2                           The members of the Board ofDirectors, the Chairman of the Management Board, the temporary one-personexecutive body of the Company, the members of the Management Board, and thespecialists of the Company’s administration shall be liable to the Company forlosses caused to the Company by their culpable actions (omissions) unless othergrounds and extent of liability are established by federal laws.

 

18.3                           The Company shall indemnify amember of the Board of Directors against third-party claims (including, but notlimited to, actions brought by shareholders and/or other investors of theCompany) made in connection with the reasonable and good-faith exercise by themember of the Board of Directors of his rights and performance of duties,except in cases when third-party claims are made in connection with a culpableact (action or omission) committed by the member of the Board of Directorsagainst the interests of the Company.

 

**ARTICLE 19. ACCOUNTING AND REPORTING OF THECOMPANY.**

 

19.1                           The Company is obligated to keepaccounting records and submit financial reports in the manner established bythe JSC Law and other legal enactments of the Russian Federation.

 

19.2                           The Company’s fiscal year shallbegin on January 1 and end on December 31. The first fiscal year(year of founding) of the Company shall begin on the date of state registrationand end on December 31.

 

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19.3         Liabilityfor the organization, condition, and accuracy of accounting records at theCompany and timely submission of the annual report and other financial reportsto the appropriate bodies, and of information on the Company’s activities to beprovided to shareholders, creditors, and mass media shall be borne by theChairman of the Management Board and members of the Management Board inaccordance with the JSC Law, other legal enactments of the Russian Federation,and the Company’s charter.

 

19.4         Theaccuracy of data contained in the Company’s annual report and annual accountingreports must be confirmed by the Audit Committee. Before the Company publishesthe documents specified in this clause, the Company shall be obligated toengage an auditor, who must be unassociated with the Company or itsshareholders by any property interests, to conduct an annual audit and confirmthe annual financial reports.

 

19.5         TheCompany’s annual report shall be subject to preliminary approval by the Boardof Directors no later than 30 days before the date of the annual GeneralMeeting of Shareholders.

 

**ARTICLE 20. STORAGE OF DOCUMENTS OF THE COMPANYAND PROVISION OF INFORMATION.**

 

20.1         Inaccordance with the requirements of current legislation the Company isobligated to store the following documents:

 

1) the agreement to create the Company;

2) the Company’s charter; revisions and additions madeto the Company’s charter, registered in the established manner; the decision tocreate the Company; the certificate of state registration of the Company;

3) documents confirming the Company’s rights toproperty on its balance sheet;

4) internal documents of the Company;

5) the regulation on a branch or representative officeof the Company;

6) annual reports;

7) accounting documents;

8) reporting documents;

9) minutes of General Meetings of Shareholders(resolutions of a shareholder owning all of the voting shares of the Company)and meetings of the Board of Directors, the Audit Committee, and the ManagementBoard;

10) voting ballots; powers of attorney (copies ofpowers of attorney) to participate in the General Meeting of Shareholders;

11) reports of independentappraisers;

12) lists of affiliates of the Company;

13) lists of persons entitled to participate in theGeneral Meeting of Shareholders, and entitled to receive dividends, and otherlists prepared by the Company for the exercise by shareholders of their rightsin accordance with the requirements of the JSC Law;

14) opinions of the Audit Committee, the Company’sauditor, and state and municipal bodies responsible for financial oversight;

15) issue prospectuses, the quarterly reports of anissuer, and other documents containing information subject to publication orother disclosure in accordance with the JSC Law and other federal laws;

16) other documents provided for by the JSC Law, thischarter, internal documents of the Company, and resolutions of the GeneralMeeting of Shareholders, the Board of Directors, and management bodies of theCompany, and documents provided for by legal enactments of the RussianFederation.

 

20.2         TheCompany shall store the documents specified by clause 20.1 of this charter atthe following address: 109028, Moscow, Yauzsky bulvar, d. 16/15, in the mannerand for the periods established by the federal body of executive power for thesecurities market.

 

20.3         TheCompany is obligated to grant shareholders access to the documents specified byclause 20.1 of this charter. Access to accounting documents and minutes ofmeetings of the collective executive body shall be granted to shareholders (ashareholder) owning in the aggregate at least 25 percent of the voting sharesof the Company.

 

20.4         Thedocuments specified by clause 20.1 of this charter shall be provided by theCompany within 7 (seven) days of the submission of a corresponding request toinspect said documents in the premises of the Company’s executive body. At therequest of persons entitled to access the documents specified by clause 20.1 ofthis charter, the Company is obligated to provide them with copies of suchdocuments. At the request of a shareholder of the Company, copies of documentsmay be sent through the mail or by courier to the address specified by theshareholder. The fee charged by the Company for the provision of such copiesmay not exceed the cost of their preparation.

 

20.5         TheCompany is obligated to allow employees of state bodies, organizations, andinstitutions to inspect the documents specified by clause 20.1 of this charter,and other documents of the Company specified by legal enactments of the RussianFederation, or for a fee to provide copies of documents, if such obligation isexplicitly stipulated by current normative acts of the Russian Federation orfollows from directive documents (decisions, order, etc.) of said bodies,organizations, and institutions, issued (adopted) in accordance with currentRussian legislation. The transfer of documents of the Company or copies ofdocuments for inspection to the persons specified in this clause shall takeplace at the place of storage of the documents. At the request of the personsspecified in this clause, copies of documents may be sent through 

 

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the mail or by courier to the address specified by suchpersons. The fee established by the Company also may not exceed the cost ofpreparation of the documents and costs associated with the delivery of thedocuments through the email or by courier.

 

20.6         Theprovision by the Company of information and documents for inspection by otherpersons shall be done on the basis of a corresponding decision of a court(court of general jurisdiction, arbitration court, etc.), unless otheroccasions and grounds are provided for by current Russian legislation, and inthe manner prescribed by clause 20.5 of this charter.

 

20.7         Liabilityfor organization and storage of the Company’s documents shall be borne by theCompany’s one-person executive body, who by his orders shall, in accordancewith this charter and current legislation, determine the procedure for theacceptance, storage, and issuance of documents of the Company (including thelist of other documents) and the responsible employees of the Company carryingout the acceptance, storage, and issuance of documents of the Company.

 

20.8         Forthe purposes of implementing state social, economic, and tax policies, theCompany shall ensure that documents of scientific and historical significanceare transferred to the Central Records of Moscow in accordance with the list ofdocuments agreed upon with the Mosarkhiv association, and store and usepersonnel-related documents in the established manner.

 

**ARTICLE 21. AUDIT COMMITTEE.**

 

21.1         Monitoringof the Company’s financial and economic activities shall be carried out by anaudit committee (“Audit Committee”).

 

21.2         AnAudit Committee comprised of at least 7 (seven) persons shall be elected at theannual General Meeting of Shareholders for a term of 1 (one) year. Shares ownedby members of the Board of Directors or by persons occupying positions on theCompany’s management bodies shall be disregarded for the purposes voting in theelection of members of the Audit Committee.

 

21.3         Theterm of office of the Audit Committee shall be counted from the time of itselection by the annual General Meeting of Shareholders to the time of election(reelection) of an audit committee by the next annual General Meeting ofShareholders.

 

21.4         Thepowers of individual members or the entire membership of the Audit Committeemay be terminated early pursuant to a resolution of the General Meeting ofShareholders on the grounds and in the manner established by internal documentsof the Company.

 

21.5         If thenumber of members of the Audit Committee becomes less than half of the numberspecified by the Company’s charter, the Board of Directors shall be obligatedto call an extraordinary General Meeting of Shareholders for the purpose ofelecting a new Audit Committee. The remaining members of the Audit Committeeshall perform their functions until a new Audit Committee is elected at theextraordinary meeting.

 

21.6         In theevent that the powers of the Audit Committee are terminated early, the powersof the new Audit Committee shall be effective until the election (reelection)of a new Audit Committee by the annual General Meeting.

 

21.7         Anyshareholder or any person nominated by a shareholder may be a member of theAudit Committee, provided, however, that members of the Audit Committee may notsimultaneously be members of the Board of Directors, the one-person executivebody, or members of the Management Board or the liquidation committee.

 

21.8         TheAudit Committee shall elect a chairman and a secretary from among its members.

 

21.9         Averification (audit) of the financial and economic activities of the Companyshall be conducted on the results of the Company’s activities for the year.

 

21.10       Averification (audit) of the financial and economic activities of the Companyshall be conducted also at any time:

 

1) on the initiative of the Audit Committee;

2) pursuant to a resolution of the General Meeting ofShareholders;

3) on the initiative of the Board of Directors;

4) by decision of the Chairman of the ManagementBoard;

5) at the request of a shareholder (shareholders) ofthe Company owning in the aggregate at least 10 percent of the voting shares ofthe Company on all issues within the competence of the General Meeting on thedate of submission of the request.

 

21.11       At therequest of the Audit Committee, persons holding positions in the Company’smanagement bodies shall be obligated to provide documents concerning theCompany’s financial and economic activities.

 

21.12       TheAudit Committee has the right to demand the calling of an extraordinary GeneralMeeting of Shareholders in the manner set forth in the Company’s charter.

 

21.13       On thebasis of the results of verification of the Company’s financial and economicactivities the Audit Committee shall prepare an opinion, which shall containthe following:

 

1) confirmation of the accuracy of data contained inreports and other financial documents of the Company;

2) information on instances of violation of accountingand financial reporting procedures established by legal enactments of theRussian Federation, and violations of legal enactments of the RussianFederation in the carrying out of financial and economic activities.

 

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21.14                     Pursuant to a resolution of theGeneral Meeting of Shareholders, members of the Audit Committee may be paid compensationfor the period of performance of their duties and (or) be reimbursed forexpenses associated with the performance of their duties. The amounts of suchcompensation and reimbursement shall be established by a resolution of theGeneral Meeting of Shareholders.

 

21.15                     Procedures for the activities ofthe Audit Committee in matters not completed by this charter may be defined byinternal documents of the Company.

 

**ARTICLE 22. AUDIT.**

 

22.1                           The Company’s auditor (a citizenor auditing organization) shall conduct a verification of the financial andeconomic activities of the Company in accordance with the legal enactments ofthe Russian Federation on the basis of a contract concluded with the auditor.

 

22.2                           The General Meeting ofShareholders shall approve the company’s auditor. The amount of payment for hisservices shall be set by the Board of Directors.

 

22.3                           On the basis of the results ofthe verification of the Company’s activities the Company’s auditors shallprepare an opinion, which must contain the following:

 

22.3.1. confirmation of the accuracy of the datacontained in the reports and other financial documents of the Company;

22.3.2. information on instances of violation ofaccounting and financial reporting procedures established by legal enactmentsof the Russian Federation, and violations of legal enactments of the RussianFederation in the carrying out of financial and economic activities.

 

22.4                           An internal audit of the Companyshall be conducted by the organizational unit of the Company operating incompliance with the Regulations approved by the Board of Directors.

 

**ARTICLE 23. LIQUIDATION AND REORGANIZATION OF THECOMPANY.**

 

23.1                           The Company may be liquidated inthe following cases:

 

23.1.1. pursuant to a resolution of the GeneralMeeting of Shareholders;

23.1.2. pursuant to a court decision in accordancewith the legislation of the Russian Federation;

 

23.2                           In the event of the Company’sliquidation, except in the case of liquidation pursuant to a court decision,the General Meeting of Shareholders shall create a liquidation committee,determine the procedure and periods for the conduct of liquidation, andestablish the period for presentment of creditors’ claims, which must beneither less than two months nor greater than three months from the time of theannouncement of liquidation.

 

23.3                           The liquidation committee shallconduct the liquidation and prepare a liquidation balance sheet. From the timeof its appointment the liquidation committee shall assume performance of thefunctions of the Management Board and the Chairman of the Management Board.Thenceforth it shall be the Company’s sole authorized representative in allmatters pertaining to the Company’s activities. After its creation thecommittee shall take the following actions: place in the official presscorresponding to the Company’s location a notice of its liquidation and theprocedure and period for declaration of claims by creditors. The committeeshall ensure that the notice is first published in the press no later than oneweek after the creation of the committee and repeat publication of such noticeno earlier than 14 days and no later than 40 days afterward. The liquidationcommittee shall organize work for collection of the Company’s accountsreceivable and identification of creditors’ claims.

 

23.4                           In the event of reorganizationof the enterprise, all documents (management, financial and economic,personnel-related, etc.) shall be handed over in accordance with theestablished rules to the successor organization.

 

23.5                           If the monetary funds availableto the Company undergoing liquidation are insufficient to satisfy creditors’claims, the liquidation committee shall effect the sale of other property ofthe Company at public auctions in the manner established for the execution of courtdecisions. The proceeds from such sale shall be directed toward thesatisfaction of creditors’ claims.

 

23.6                           If the Company’s funds areinsufficient to satisfy all obligations to creditors, the Company’s funds shallbe distributed among the creditors of the same priority in proportion to thetotal claims of creditors of that priority, determined in accordance withcurrent legislation.

 

23.7                           The Company shall be deemed tohave been liquidated from the time a corresponding entry is made in the stateregister.

 

23.8                           Terms and procedures forreorganization and liquidation that are not contemplated by this charter shallbe regulated by current legislation.

 

23.9                           In the absence of a successor,documents of scientific and historical importance shall be transferred to arecords office for state storage; documents relating to personnel (orders,personal files and record cards, personal accounts, etc.) shall be transferredfor storage to the records office of the administrative okrug in which theCompany is located.

 

**ARTICLE 24. OBLIGATORY PUBLICATION OF INFORMATIONBY THE COMPANY.**

 

24.1                           The Company is obligated todisclose:

 

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1) the annual report of the Company and annualaccounting reports;

2) the issue prospectus for shares of the Company, incases provided for by legal enactments of the Russian Federation;

3) notice of the holding of a General Meeting ofShareholders in the manner specified by JSC Law;

4) other information determined by the federal body ofexecutive power for the securities market.

 

24.2                           In the event of public placementof bonds or other securities by the Company, public disclosure of informationshall be effect by the Company to the extent and in the manner established bythe federal body of executive power for the securities market.

 

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