Legal Materials - General Meeting Regulation

APPROVED

by the decision of the RAO UES of Russia annual General Shareholders Meeting dated June 28, 2002, as amended by the RAO UES of Russia annual General Shareholders Meeting decision dated May 30, 2003.

REGULATION

On the annual general shareholders meeting of RAO UES of Russia

1. GENERAL

1.1. This Regulation shall govern the convention, preparation, conduct, summarizing the results of the general shareholders meeting of the Unified Energy System of Russia, a Russian public joint stock company RAO UES of Russia (hereinafter referred to as the Company) unless these issues are regulated the Federal Law "On Joint Stock Companies", other legal regulations of the Russian Federation and the Company Articles of Association.

1.2. In case some issues related to the convention, preparation, and conduct of the general shareholders meeting are not regulated by the said governing documents they shall be solved so that the rights and interests of all Company shareholders are to be ensured.

1.3. The Company shall ensure equal opportunity for all shareholders to participate in the general shareholders meeting.

1.4. The Board of Directors and management bodies of the Company shall arrange the fulfillment of the general shareholders meeting decisions.

2. SUGGESTIONS ON THE ANNUAL GENERAL SHAREHOLDERS MEETING AGENDA ITEMS AND NOMINATION OF THE CANDIDATES TO BE ELECTED INTO THE COMPANY MANAGEMENT BODIES AT THE ANNUAL GENERAL SHAREHOLDERS MEETING.

2.1. The shareholder(s) holding in aggregate at least 2 percent of the voting shares of the Company shall be entitled to enter the issues into the Company annual general shareholders meeting and to nominate the candidates into the Company Board of Directors, Auditing Committee, the number of which shall not exceed the number of an appropriate body members. Such suggestions shall be submitted to the Company not later than 60 days following the end of the fiscal year.

2.2. The shareholder(s) suggestion on the annual general shareholders meeting agenda items shall be submitted in writing. The oral suggestions shall not be accepted and considered.

2.3. The number of voting shares owned by the shareholder who signed the suggestion to include the issues into the annual general shareholders meeting agenda and nomination of the candidates to the Company bodies shall be determined as of the date of filing the suggestion with the Company.

2.4. If the suggestion on the general shareholders meeting agenda is mailed the date of such suggestion submission shall be the date specified on the date stamp confirming the mail sent date, and if the suggestion on the general shareholders meeting agenda is delivered against signature – the date of delivery.

2.5. In case after the said date the percentage of the voting shares held by the shareholder is reduced and amounted to less than 2 percent of the Company voting shares, or the shareholder forfeits voting shares, the suggestion shall be deemed legitimate and the Board of Directors shall be obliged to consider it. The suggestion shall not be dismissed for this reason only.

2.6. The suggestion to include the issues into the annual general shareholders meeting agenda and nomination of the candidates to the Company bodies shall be signed by the shareholder who filed an appropriate suggestion.

If the suggestion on the general shareholders meeting agenda item or the nomination to the Company bodies specifies that it is submitted by several shareholders, but this suggestion is signed by only a few of them it shall be deemed to have been submitted by those shareholder(s) who signed it. The Board of Directors shall consider such suggestion and shall not be entitled to dismiss it on the basis of the absence of signatures of all the shareholders specified in the suggestion.

In case the suggestion on the annual general shareholders meeting agenda item and the Company bodies candidates nomination is signed by the shareholder proxy then the suggestion shall be supplemented with the power of attorney to act as appropriate or other documents to certify the right to act as the shareholder's proxy. 

The power of attorney shall be issued as required by paragraphs 4 and 5 of Article 185 of the Russian Federation Civil Code or certified by a notary public.

In case the general shareholders meeting agenda suggestion or the extraordinary general shareholders meeting request is signed by the shareholder (his proxy), whose shareholding rights are accounted as per the custody account in the depository, such suggestion (request) shall be supplemented with the shareholder custody account statement from the depository which accounts the right for the said shares.

2.7. The suggestion to include the issues into the annual general shareholders meeting agenda and nomination of the candidates to the Company bodies shall contain the information about the number and category (type) of the shares owned by each shareholder who signed the suggestion.

The Company Board of Directors itself can obtain information from the registered stock register about the number and category (type) of the shares owned by the shareholder who signed the suggestion to include the issues into the annual general shareholders meeting agenda and nomination of the candidates to the Company bodies.

The shareholder who submitted the suggestion to include the issues into the annual general shareholders meeting agenda and nomination of the candidates to the Company bodies shall be entitled to provide the Company with the registered stock register statement to confirm his ownership of an appropriate number of the Company voting shares as à the date of the suggestion submission.

In case the suggestion to include the issues into the annual general shareholders meeting agenda and (or) nomination of the candidates to the Company bodies contain incorrect data in the number, category (type) of the shares owned by the shareholder who signed the suggestion, and the Board of Directors has determined that the shareholders, who signed the suggestion, owned at least 2 percent of the Company voting shares as of the date of the suggestion submission, then the issue shall be included in the annual general shareholders meeting agenda.

2.8. The Board of Directors shall consider each individual suggestion on the annual general shareholders meeting agenda item. The votes of the shareholders who signed different suggestions on the annual general shareholders meeting agenda item shall not be summarized.

The shareholders shall be deemed to have submitted the joint suggestion on the annual general shareholders meeting agenda item if they signed one suggestion.

2.9. The Company Board of Directors shall not be entitled to modify the wording of the issues suggested by the shareholders for inclusion into the agenda of the annual general shareholders meeting and the wording of the decisions on such issues.

2.10. The number of nominees in one nomination of the candidates to the Company body shall not exceed the scheduled number of the appropriate body members as determined in the Articles of Association.

In case one of the nominations specifies the number of candidates larger than that stipulated in the Articles of Association as the scheduled number of the appropriate Company body the Board of Directors shall not consider such suggestion.

2.11. The candidates nomination shall contain the name of the body where the candidate is to be elected, and the information about the candidate as specified in the Company Articles of Association.

2.12. The Board of Directors shall consider each individual nomination of the candidates to be elected into the Company bodies. The votes of the shareholders who signed different nominations of the candidates to the Company bodies shall not be summarized.

The shareholders shall be deemed to have submitted the joint nomination of the candidates to the Company bodies if they signed one nomination.

The candidate shall be included into the list of candidates to be elected into the Company bodies in case at least one of the nominations of this candidate is signed by the shareholders owning the number of the Company voting shares as required by the law.

In case the candidate is mentioned in one or several Company body candidates nominations he shall be deemed to have been nominated to one position in this body and shall be included into the voting list for this body only once.

2.13. The Company shall send to each candidate included into the candidates voting list for election to the Company body a letter to inform which Company body he is nominated to, who suggested his nomination and how many voting shares of the Company belong to the shareholders who nominated him. The letter also contains the request to confirm in writing the accuracy of the candidate data as stipulated in the Articles of Association.

2.14. The candidate nominated to be elected to the Company body shall be entitled to withdraw his name from the list of nominees serving the Company with the prior notice of the same. In case the Company receives the written notice from the candidate of the

In case the Company receives the written notice from the candidate of his withdrawal from election to the Company body after the Company Board of Directors has approved the text and form of the this Company body voting ballot, the ballot shall not be changed. The general shareholders meeting chairman shall announce the receipt of the withdrawal(s) from the candidates included into the voting ballot for the Company bodies election when an appropriate item of the general shareholders meeting agenda is discussed. 

3. EXTRAORDINARY GENERAL SHAREHOLDERS MEETING

3.1. The extraordinary general shareholders meeting shall be conducted subject to the requirements of the Federal Law "on Joint Stock Companies".

3.2. The number of the Company voting shares owned by the shareholder who signed the request to convene the extraordinary general shareholders meeting and the over number of the Company voting shares shall be determined as of the date of the request submission.

3.3. In case the request to convene the extraordinary general shareholders meeting has been submitted as a common letter or any other common mail, the date of such request submission shall be the date specified at the date stamp confirming the mail receipt, and in case the request to convene the extraordinary general shareholders meeting has been submitted as registered letter or any other registered mail – the date of the mail delivery to the addressee against his signature.

3.4. The request to convene an extraordinary general shareholders meeting shall contain the articulated issues to be included into the extraordinary general shareholders meeting agenda.

The request to convene an extraordinary general shareholders meeting may contain decision wording for each of these issues, and the suggestion on the form of the general shareholders meeting. In case the request to convene the general shareholders meeting contains the nomination of the candidates to the Company bodies such nomination shall be governed by appropriate provisions of Article 53 of the Federal Law "On Joint Stock Companies".

3.5. The Company Board of Directors shall not be entitled to change the agenda issues wording, the wording of the decision on such issues and to change the suggested form of the extraordinary general shareholders meeting convention, which is convened upon the request of the Company Auditing Committee (Internal Auditor), the Company Auditor, or the shareholder(s) owning at least 10 percent of the Company voting shares.  

Violation of this regulation shall be deemed equal to the refusal to convene the general shareholders meeting and shall cause the persons requesting the general shareholders meeting convention to originate the rights stipulated in p. 8, article 55 of the Federal Law "On Joint Stock Companies".

3.6. The request to convene an extraordinary general shareholders meeting shall be singed by the person(s) requesting the extraordinary general shareholders meeting convention.

3.7. Irrespective of the initiator of the extraordinary general shareholders meeting with the agenda item on the Board of Directors election the shareholders holding in aggregate at least 2 percent of the voting shares of the Company shall be entitled to nominate the candidates into the Company Board of Directors, the number of which candidates shall not exceed the number of an appropriate body members as stipulated in the Company Articles of Association.

Such shareholders nominations shall be submitted to the Company within the time limits specified by the Company Articles of Association. 

3.8. All the provisions contained in article 2 of this Regulation shall be applicable to the suggestions paperwork and the procedure of their consideration by the Board of Directors.

4. PREPARATIONS TO THE GENERAL SHAREHOLDERS MEETING

4.1. To prepare the annual general shareholders meeting the Board of Directors shall determine:

• the form of the general shareholders meeting;
• date, location, time of the general shareholders meeting; 
• the date of complying the list of persons entitled to participate in the general shareholders meeting;
• the general shareholders meeting agenda;
• the procedure of advising the shareholders on convening the general shareholders meeting;
• the list of information (materials) to be provided to the shareholders for the purpose of preparing annual shareholders meeting and the procedure of its provision;
• the form and text of the voting ballot;
• the postal address to which the filled voting ballots can be sent;
• the ballot submission deadline (in case the general shareholders meeting is convened as absentee voting);
• type(s) of preference shares, which shareholders have the voting rights on the general shareholders meeting agenda items.

The Board of Directors shall also determine the location and time of the general shareholders meeting participants registration commencement.

The general shareholders meeting can be convened in the city of Moscow or in the town of Konakovo, Tver region. The general shareholders meeting date shall be determined by the Company Board of Directors when determining he issues related to the general shareholders meeting convention.

4.2. The Board of Directors shall be entitled to determine the aforesaid details both while making the decision on the general shareholders meeting convention and at any other time when preparing for its convention.

4.3. The Board of Directors decision on the issues specified in p. 4.1. shall be included into the general shareholders meeting announcement and shall be advise to the shareholders as stipulated in the Articles of Association.

5. METHODS OF THE SHAREHOLDERS PARTICIPATION IN THE GENERAL SHAREHOLDERS MEETING.  POWER OF ATTORNEY EXECUTION

5.1. The following persons shall have the right to attend and to participate in discussing the issues of the Company general shareholders meeting:

• the persons included into the list of persons entitled to participate in the general shareholders meeting or their proxies;
• the Company Board of Directors members;
• the Company Board of Management members;
• the Company Auditor (his proxy); 
• the Company Internal Audit Commission members;
• the candidates included into the voting ballots for the Company bodies election;
• other persons allowed to attend the general shareholders meeting by the Company Board of Directors.

5.2. The shareholder shall exercise his right to attend the general shareholders meeting both himself or through his proxy.

5.3. The rights (authorities) of the shareholder shall be assigned to his proxy by issuing a written commission – a power of attorney. The voting power of attorney shall be issued as required by paragraphs 4 and 5 of Article 185 of the Russian Federation Civil Code or certified by a notary public. In case a copy of the power of attorney is submitted the copy shall be certified by a notary public. In case the power of attorney is issued as a delegation of authority, such power of attorney shall contain the details of the person, included into the list of persons entitled to participate in the general shareholders meeting, as specified in Article 57 of the Federal Law "On Joint Stock Companies".

In case the power of attorney is issued and certified by a notary public abroad the said power of attorney shall be governed by the rules set forth by international legal regulations.  Such power of attorney shall contain an apostille (as per the Hague Convention of 1961), affixed by the local government authorities of the country of appropriate jurisdiction, or the power of attorney shall be legalized in the Russian Federation embassy or consulate in the country of the power of attorney issuer jurisdiction. 

The power of attorney issued in the language other than Russian shall be translated into the Russian language. The translation correctness shall be certified by a notary public.

5.4. The voting ballots received by the Company, signed by the proxy acting based on the power of attorney for voting, shall be deemed void in case the Company or the registrar, acting as a counting board, receives the notification of replacement (withdrawal) of this proxy not later than two days prior to the date of the general shareholders meeting.

The person entitled to participate in the general shareholders meeting (including a new proxy acting on the basis of the power of attorney for voting), shall be registered for participation in the general shareholders meeting, and he shall be provided with the voting ballots in case the Company or the registrar acting as a counting board, receives the notification of the proxy replacement (withdrawal) prior to registration of the proxy whose powers are terminated.

5.5. In case the share is jointly owned by several persons, then the general shareholders meeting entitlements provided by this shall be exercised by one of the joint owners or their common proxy at their discretion.  The authorities of each of the said persons shall be duly executed.

6. THE GENERAL SHAREHOLDERS MEETING WORKING AGENCIES

6.1. The working agencies of the general shareholders meeting include:

-          Presidium;

-          Chairman;

-          Secretariat;

-          Counting board.

6.2. The general shareholders meeting presidium shall be established at the formal general shareholders meetings.

The Presidium of the meeting convened upon request of the Company Board of Directors, Auditing Committee, or the Auditor, shall include the Board of Directors members. While preparing for the shareholders meeting the Board of Directors may propose that the persons from the list of candidates to the Company management bodies should be included into the Presidium.

The shareholders may be included into the Presidium of an extraordinary general shareholders meeting convened at the shareholders request.  The candidates to the meeting Presidium shall be nominated by the initiators in the request to convene such meeting and shall be approved by the Company Board of Directors decision while preparing an extraordinary general shareholders meeting.  The candidates shall not be nominated during the meeting.

On the collegial basis the Presidium shall perform overall management of the meeting, coordinate the operations of other working agencies of the meeting, analyze issues and declarations addressed to the meeting, summarize and classify them and as appropriate articulate the collective opinion of the Presidium on a specific issue, make a decision to introduce into the meeting minutes the materials (the texts of speeches, presentations, announcements, etc) of the meeting participants who have submitted the said materials to the Presidium.

6.3. The Board of Directors Chairman presides over the meeting.

The Company Board of Directors by its decision can commission any other member of the Board of Directors to preside over the Company general shareholders meeting.

The meeting chairman shall officially announce the beginning and termination of its operation. After the issue(s) have been discussed the Chairman shall announce voting to commence, conduct the metering, monitor the meeting regulation adherence, give appropriate instructions and commissions to the voting board, give instructions to distribute the meeting documents and the meeting presidium announcements, take steps to maintain or reinstate the order at the general shareholders meeting, and deny the right to speak in case the speaker violates the meeting order, announce the commencement and termination of the meeting work, sign the general shareholders meeting minutes and the voting results report.

The chairman shall not be entitled to interrupt the speech of the meeting participant, and to comment on it, unless that is caused by the speaker violating the meeting rules of order or other procedures related circumstances.

The meeting chairman shall endeavor to make sure that the shareholders receive the answers to all their questions directly at the general shareholders meeting. In case the question complexity does not allow it to be answered immediately a written answer shall be provided as soon as possible after the end of the general shareholders meeting.

6.4. The general shareholders meeting secretariat shall include the Company Board of Directors secretary, the Board of Management secretary, the general shareholders meeting secretary, and executive officers of the Company administrative staff appointed by the Company Director General during the preparations for the general shareholders meeting.

The general shareholders meeting secretary shall keep and sign the meeting minutes and shall sign the voting results report.  The general shareholders meeting secretary shall be responsible for accuracy and correctness of the general shareholders meeting minutes.

The Secretariat shall ensure the monitoring of preparing the working documents drafts for the meeting, advise the shareholders as they might request with the meeting minutes and decisions, provide for the Presidium operations and submit the notes received from the participants during the meeting to the Presidium.

6.5 In terms of its duties the Counting Board shall be an independent working agency of the meeting which functions are performed by the Company registrar. The Counting Board shall operate subject to the terms of reference stipulated for the same in Article 56 of the Federal Law "On Joint Stock Companies".

The information received by a Counting Board member during processing of the voting results (vote tabulation and protocols filling) shall be confidential.

6.5.1. The Counting Board shall perform the following functions:

• comply the list of persons entitled to participate in the general shareholders meeting;
• verify the authority and register the persons attending the general shareholders meeting, keep the registration log;
• keep the record of the powers of attorney (the rights granted by the same) and other documents, which qualify the meeting participants to act on behalf of the person included into the list of persons entitled to participate in the general shareholders meeting;
• issue the voting ballots and other information (materials) of the general shareholders meeting to the registered meeting participants; 
• determine the quorum of the general shareholders meeting on each issue put to vote;
• explain the questions arising in relation to the meeting participants exercising their voting rights at the general shareholders meeting; 
• explain the voting procedure on the issues put to vote;
• determine the number of voting shares owned by the general shareholders meeting participant as of the date of voting;
• calculate the votes and sums up the voting results;
• comply the voting results protocol;
• comply the voting results report;
• file the general shareholders meeting documents including the voting ballots, powers of attorney and other documents qualifying the meeting participants to act on behalf of the persons entitled to participate in the general shareholders meeting; 
• perform other functions as stipulated herein.

7. REGISTRATION OF THE GENERAL SHAREHOLDERS MEETING PARTICIPANTS

7.1. The persons registered to participate in the meeting and the shareholders whose ballots are received at least 2 days prior to the dated of the general shareholders meeting shall be deemed to have participated in the general shareholders meeting conducted as a formal meeting with preliminary submission (delivery) of the voting ballots before the general shareholders meeting.

The shareholders whose ballots are received not later than the deadline of the voting ballots submission to the Company shall be deemed to have participated in the general shareholders meeting conducted as absentee voting.

7.2. The general shareholders meeting participants shall be registered at the location determined by the Board of Directors during the preparations for the general shareholders meeting and specified in the notification of the Company general shareholders meeting.

The registration location and the meeting venue can be different but should be located close to each other. 

7.3. The Counting Board shall verify the authority and register the persons attending the general shareholders meeting.

During registration the Counting Board shall keep the logs:

• of the meeting participants registration;
• of powers of attorney and other documents confirming the proxy authorities.

At its own discretion the Counting board may keep other registration forms and logs.

7.4. The registration shall start at least 2 hours prior to the time of the meeting commencement and shall continue throughout all the time of the meeting until the meeting Chairman announces the end of voting for all the general shareholders meeting agenda items.

7.5. The persons (their authorized representatives) entitled to participate in the general shareholders meeting, whose ballots are received at least two days prior to the date of the general shareholders meeting shall be entitled to attend the general shareholders meeting and participate in the discussion on the general shareholders meeting agenda. The said persons shall not be registered by the Counting Board and they shall not be provided with the voting ballots. In such case the Counting Board shall keep an additional log of the unregistered persons attending the meeting.

7.6. At the registration the meeting participant shall produce the following documents:

• a shareholder (a natural person) – the ID document that allows the person identification in the list;
• a shareholder (natural person) proxy – a power of attorney issued by a shareholder and the ID document of the proxy;
• a shareholder (corporate person) proxy – a power of attorney on behalf of the corporate persons and the ID document of the proxy;
• CEO of a corporate person, which is a Company shareholder, - the document confirming his position subject to the applicable legislation and the ID document.

The general shareholders meeting participants shall submit the powers of attorney and other documents qualifying the meeting participants to act on behalf of the persons entitled to participate in the general shareholders meeting to the representatives of the Counting Boars engaged in their registration.

The Counting Board shall verify the ID details of the persons contained in the list of person entitled to participate in the general shareholders meeting against the person's ID document.

7.7. The Counting Board shall issue the protocol of the meeting participants registration indicating:

• full Company trade name;
• Company registered address;
• type of the general shareholders meeting (annual, extraordinary);
• the form of the general shareholders meeting;
• the general shareholders meeting date (the ballot submission deadline in case the general shareholders meeting is convened as absentee voting);
• the time of the meeting participants registration commencement and termination;
• the general shareholders meeting time and date;
• the general shareholders meeting venue (voting results summing up venue in case the general shareholders meeting is convened as absentee voting);
• the date of complying the list of persons entitled to participate in the general shareholders meeting;
• the Company voting shares accounted for in qualifying the quorum on the issue put to vote; 
• the number of persons registered to participate in the general shareholders meeting and the number of the Company voting shares owned by them;
• the number of voting ballots received by the Company not later that 2 days prior to the general shareholders meeting date and the number of the Company voting shares represented by these ballots;
• the number of voting ballots issued at the meeting registration;
• the quorum for each issue put to vote;
• the protocol date.

The protocol shall be supplemented with the complaints and statements on the registration procedure.

The protocol shall be signed by the Company registrar representative.

8. THE GENERAL SHAREHOLDERS MEETING RULES OF ORDER

8.1. The meeting shall not be opened prior to the previously announced time.

This rule also applies both to the general shareholders meetings conducted as formal meetings and to the general shareholders meeting conducted as absentee voting (in terms of the received ballots counting procedure commencement).

In case as of the general shareholders meeting commencements date no quorum is available for all each of the general shareholders meeting agenda issues the general shareholders meeting commencement shall not be postponed for more than 2 days. The general shareholders meeting commencement shall not be postponed more than once.

8.2. The formal general shareholders meeting procedure shall inlclude:

• announcement of the general shareholders meeting commencement;
• quorum announcement; 
• announcement of the Counting Board report on the registration results;
• announcement of the meeting agenda and rules of order;
• discussion of the agenda issues;
• voting and making decisions on the agenda issues;
• announcement of the voting results;
• closing the general shareholders meeting.

8.3. The meeting shall be continuous.

At least 15 minutes shall be provided for the speaker presentation of each agenda issue.

The meeting participants shall have an opportunity to address a meeting only on the issues of the announced agenda. The application to give floor for a speech shall be made only in writing.  The application shall contain an articulated issue on which the shareholder is going to make a speech.

The notes with questions and statements shall be submitted to the meeting Secretariat.

The questions to the speakers shall be made in verbally after the speech is finished and within the time limit specified subject to the rules of order.

At least 30 minutes shall be provided for the questions related to the speaker presentations.

In case the meeting lasts for continuous 2 hours the break of at least 15 minutes and not more than 60 minutes shall be provided.

In case the meeting lasts for continuous 4 hours the break of at least 40 minutes and not more than 2 hours shall be provided.

The meeting shall not proceed later than 10 p.m. local time.

In case the meeting cannot be completed within one day the break until the next day shall be announced, but not earlier than until 9 a.m. local time.

The longer break shall not be allowed.

8.4. The rules of order of each general shareholders meeting shall be approved by the Board of Directors while preparing for the general shareholders meeting and shall be advised to all meeting participants.

9. VOTING AT THE GENERAL SHAREHOLDERS MEETING              VOTING BALLOTS.

9.1. The agenda items shall be voted immediately after the discussion of each issue, a number of issues or all the issues of the general shareholders meeting agenda.  If necessary the meeting Chairman may change the sequence of the agenda items discussion unless issues are interrelated. 

When all the general shareholders meeting agenda issues have been discussed the meeting Chairman shall determine the sate of the voting completion and Counting Board ballots acceptance deadline from the meeting participants, after announcing the voting completion.

A meeting participant shall be entitled to vote any time after being registered, but not later than the voting completion has been announced for all the general shareholders meeting agenda items.

The general shareholders meeting participants shall fill the ballots without the polling booths.

The Counting Board shall not accept the ballots after the voting completion has been announced for all the general shareholders meeting agenda items.

9.2. The voting at the general shareholders meeting shall based on "one voting share – one vote" principle" except for the cumulative vote for the Board of Directors election.

9.3. The voting at the general shareholders meeting for all the agenda items put to vote including the meeting rules of order voting shall be performed with the voting ballots as their text and form is approved by the Board of Directors.

9.4 The person entitled to participate in the general shareholders meeting shall be provided with one set of ballots.

9.5. The voting ballot shall contain the information as specified in Article 60 of the Federal Law "on Joint Stock Companies" and may also contain additional information as defined by the Board of Directors while approving the voting ballot text and form.

The voting ballot may include one or several general shareholders meeting agenda items put to vote.

9.6. The voting ballot (in case it contains one issue put to vote) or an individual ballot issue (in case it contains several issues put to vote) shall be deemed invalid if:

• the ballot contains corrections;
• the ballot on the Board of Directors election through cumulative vote does not indicate the number of votes the shareholder can allocate among the candidates;
• in the ballot on the Board of Directors election through cumulative vote the sum of the allocated votes exceeds the number of the cotes indicated in the ballot;
• in the auditor approval voting ballot the shareholder left the "PRO" option for more than one candidate; 
• in the Auditing Commission election voting ballot the shareholder left more "PRO" options than the number of seats in the Auditing Commission. 

The voting ballot shall be deemed generally invalid in case it contains no shareholder signature.

9.7. The Board of Directors members election voting.

9.8. The number of votes in the general shareholders meeting participant ballot shall be equal to the number of votes he has multiplied by number of the Board of Directors members as specified in the Articles of Association.

During voting the general shareholders meeting participant shall be entitled to allocate all or some of the votes he has to one candidate or distribute the votes among two or more candidates to the Company Board of Directors members. For this purpose he shall specify the number of allocated votes against the last name of each candidate he elects. The votes distributed among the candidates shall be expressed in integers only.

Meanwhile the sum of the distributed votes shall not exceed the number of votes specified in the ballot, otherwise such ballot shall be deemed invalid.

The candidates having collected the largest number of votes shall be deemed to have been elected to the Board of Directors.

9.9. The Auditing Commission members election voting.

The Auditing Commission members election ballots shall contain the list of candidates to the Auditing Commission indicating the last names, first names and patronymics. Three voting options shall be specified for each candidate – "PRO", "CONTRA", "ABSTAIN".

The shareholder shall vote for each candidate separately, leaving only one voting option against each candidate. Otherwise the voting for this candidate shall not be accounted for.

The number of the "PRO" options shall not exceed the number of seats in the Auditing Commission, otherwise the ballot shall be deemed invalid.

The votes shall be counted separately for each candidate to the Auditing Commission.

When voting for the Auditing Commission members election the votes of the shares personally owned by the newly elected Company Board of Directors and the persons occupying the positions in the Company management bodies shall not be accounted for.

Following the Auditing Commission election results the candidates having collected the majority of votes shall be elected provided each of them has collected more than 50% of the overall number of voting shares registered to participate in the general shareholders meeting.

9.10. The Company Auditor election voting.

The Auditor election voting ballot shall contain the names of the auditors included into the ballots.  Three voting options shall be specified for each candidate – "PRO", "CONTRA", "ABSTAIN".

The shareholder shall vote for each candidate separately, leaving only one voting option against each candidate. Otherwise the voting for this candidate shall not be accounted for.

The "PRO" options shall be only for one auditor only, otherwise the ballot shall be deemed invalid.

The votes shall be counted separately for each Auditor candidate.

Following the Auditor election results the auditor having collected the majority of votes shall be elected provided more than 50% of the overall number of voting shares registered to participate in the general shareholders meeting have voted for him.

10. SUMMING UP THE GENERAL SHAREHOLDERS MEETING RESULTS

10.1. The Counting Board shall sum up the results of the voting on the issues put to vote.

10.2. In case the general shareholders meeting agenda concurrently includes the issues of electing several Company bodies the voting results on such issues shall be summed up in the following succession irrespective of the succession of their discussion:

1) the Company Board of Directors election;

2) the Company Auditing Commission election

10.3. The Counting Board shall sum up the Presidium election voting to be announced at the general shareholders meeting.

The preliminary voting results on individual agenda items may be announced during the meeting.

10.4. The Counting Board shall make up the voting results protocol based on the voting results summed up by the Counting Board on each agenda item.

10.5. The voting results shall specify the data stipulated in the Federal Law #208-FZ "On Joint Stock Companies" dated December 26, 1995 and other legal regulations of the Russian Federation.

10.6. The voting results protocol shall be executed in duplicate. Each copy shall be signed by the registrar office acting on its behalf based on the Articles of Association or a power of attorney. The protocol shall be supplemented with a power of attorney or any other document to certify the proxy rights to act on behalf of the registrar.

10.7. The voting results protocol shall be executed within 15 days following the general shareholders meeting closure or the ballots submission deadline in case the general shareholders meeting is conducted as absentee voting.

When the voting results protocol is executed and the general shareholders meeting protocol is signed the voting ballots shall be sealed by the Counting Board and handed over to records for safe custody.

10.8. The voting results protocol shall be attached to the general shareholders meeting protocol.

10.9. The general shareholders meeting protocol shall meet the requirements of article 63 of the Federal Law "On Joint Stock Companies".  

The general shareholders meeting protocol shall be executed in duplicate within 15 days following the general shareholders meeting closure.

The general shareholders meeting Chairman and secretary shall sign both copies of the protocol.

10.10. The general shareholders meeting protocols, voting ballots, and powers of attorney (copies of the same) shall be kept in custody by the Company and shall be made available for review by the persons qualified to have access to such documents in the premises of the Company management body within 7 days following the submission of an appropriate request.

During the general shareholders meeting, votes counting and until the general shareholders meeting protocol is executed the documents specified herein shall not be made available to the persons qualified to have access to such documents. The intervention into the Counting Board operation shall not be allowed.

The persons qualified to have access to documents shall be the persons specified in the Federal Law "On Joint Stock Companies" and the persons acting pursuant to the terms of reference stipulated in the procedural legislation.

11. CONCLUDING PROVISIONS

This Regulation shall be approved by the Company general shareholders meeting. This Regulation shall be changed and amended by the general shareholders meeting decision.