Legal Materials - Company Charter

APPROVED
by annual shareholders’ meeting
of RAO UESR on June 28, 2002
with amendments approved by annual shareholders’ meeting of RAO UESR on May 30, 2003

with amendments approved by annual shareholders’ meeting of RAO UESR on June 29, 2005

CHARTER
OF UNIFIED ENERGY SYSTEM OF RUSSIA (UESR)

(new version)

Moscow

2005

Article 1. General

1.1. The Unified Energy System of Russia (UESR), a Russian public joint-stock company, was founded and shall operate in conformity with President of the Russian Federation Decree No. 922, On the specifics of converting government-owned enterprises, associations, organizations of the fuel and energy industry into joint-stock companies, dated August 14, 1992, President of the Russian Federation Decree No. 923, On the organization of management of the Russian Federation power industry in a privatization environment, dated August 15, 1992, President of the Russian Federation Decree No. 1334, On the implementation of President of the Russian Federation Decree No. 922, "On the specifics of converting government-owned enterprises, associations, organizations of the fuel and energy industry into joint-stock companies", dated August 14, 1992, dated November 5, 1992, the Federal Law on Joint-Stock Companies, the existing legislation, and this Charter.

1.2. The Company was founded by Resolution of the Russian Federation State Committee for Government Property Management No. 1013-r dated December 3, 1992.

1.3. The full name of the Company shall be as follows:

in Russian: Đîńńčéńęîĺ îňęđűňîĺ ŕęöčîíĺđíîĺ îáůĺńňâî ýíĺđăĺňčęč č ýëĺęňđčôčęŕöčč "ĹÝŃ Đîńńčč";

in English: Unified Energy System of Russia.

The short name of the Company shall be as follows:

in Russian: ÎŔÎĐŔÎ"ĹÝŃĐîńńčč";

in English: RAO UESR.

1.4. The address of the Company shall be: 101 bldg 3, Vernadskogo Pr., Moscow 119526.

Article 2. Legal status and liability of the Company

2.1. The Company is a legal entity whose rights and obligations arose on the date of its government registration, December 31, 1992.

2.2. The Company shall hold legal title for its separate assets included in its own balance sheet; it can, on its own behalf, acquire and exercise property rights and personal non-property rights, perform duties, act as a plaintiff and defendant in court.

2.3. The Company shall have civil rights and obligations, which are necessary to carry out any activities that are not forbidden by federal laws.

2.4. The Company shall have a round seal bearing its full name in Russian and specifying the address, stamps, forms bearing its name, its own emblem (logo), and duly registered trade mark and other visual identity means, a settlement account and other ruble and foreign currency accounts with banking institutions in the Russian Federation and elsewhere.

2.5. The Company shall assume responsibility for its liabilities, extending to all its property. The Company shall not be responsible for its shareholders’ liabilities.

The shareholders shall not be responsible for the Company’s liabilities and shall bear the risk of losses associated with its activities up to the value of their shareholdings.

Shareholders who have not paid for their shareholdings in full shall be jointly and severally responsible for the Company’s liabilities within the limits of the unpaid amount worth of their shareholdings.

2.6. The Company shall not be responsible for the liabilities of the government or its bodies; the government or its bodies shall not be responsible for the Company’s liabilities.

2.7. The Company shall be entitled to found (co-found), subject to an established procedure, commercial and non-commercial organizations, establish representation offices, branches, operating on the basis of charters and regulations approved by the Company.

The Company shall include representation offices and branches pursuant to Annex 1, which is an integral part of this Charter.

The Company shall provide its branch and representation office with property to be included in their respective balance sheets and the balance sheet of the Company.

The manager of a branch and the manager of a representation office shall be appointed by the Company and operate on the basis of the power of attorney issued by the Company.

The branch and representation office shall operate on behalf of the Company that created them. The Company shall be responsible for the activities of the branch and representation office.

Changes in the Company’s Charter, resulting from changes in the information about its branches and representation offices, shall be communicated to the government body responsible for legal entity registration under a notification procedure. Said changes in the Company Charter shall become effective for third parties upon notification of the government body responsible for legal entity registration of such changes.

The Company shall set up branches and representation offices outside the Russian Federation in keeping with the legislation of their host country unless otherwise stipulated by the international treaty which Russia is a party to.

2.8. During a period when over fifty (50) percent of the Company’s shares is held by the government, transactions involving shares of joint-stock companies founded by the Company on the basis of property contributed by the Russian State Committee for Government Property Management to the Company’s Stock Capital, listed in Annex 2 to this Charter, and shares of joint-stock companies, listed in Annex 3 to this Charter, contributed by the Russian State Committee for Government Property Management to the Company’s Stock Capital shall be made in conformity with the existing legislation, taking the specific features of the Company’s legal status into account.

The management bodies of the said joint-stock companies shall be set up in conformity with the charters of those companies. Nominees to positions of sole management bodies and nominees of the Company’s representatives in their boards of directors shall be approved, in conformity with this Charter, by the Company’s management bodies and proposed for election in the respective management bodies of the said companies in conformity with the established procedure.

As the government’s share in the Stock Capital of the Company goes below fifty (50) percent, the Company shall dispose of its shareholdings in the joint-stock companies in conformity with the existing legislation.

Article 3. Company’s objectives and activities

3.1. The Company shall carry out its activities with the following objectives:

• ensure reliable operation and development of the Unified Energy System of Russia, including stand-alone power systems (hereinafter referred to by this Charter as UES),

• pursue a single investment policy and increase attracted funds, including attracted foreign investments,

• pursue a single scientific-technical policy and introduce new and up-to-date engineering facilities and technologies,

• exercise centralized operation and process management of the UES,

• organize and develop a federal competitive wholesale market of electricity and capacity through a system of contract relations,

• ensure a standard power frequency, voltage level at the key points of the grid, static and dynamic stability of the UES,

• generate profit,

• ensure power plant preparedness to carry demand throughout their working capacity to transmit power to the UES and to provide power transit in pursuant to the united power system’s mode of operation and the charters of the wholesale power and capacity market operation,

• raise the efficiency of UES operation.

3.2. The Company’s main activities shall be the following:

• manage the UES,

• provide services in UES operation and development organization and other services on the federal (Russian) wholesale market of electric power (capacity),

• generate, transmit, distribute and sell electric power and heat,

• operate electric power plants, power transmission lines and substations of the UES,

• develop long-term forecasts, long-term and current plans of economic, social and technological development of the power industry, target-specific comprehensive scientific-technical, economic and social programs,

• develop current and long-term balances of electric power and capacity,

• enforcement of power industry reform programs approved by the government of the Russian Federation,

• implement a single investment and capital attraction strategy to resolve general system problems of UES development,

• develop current and long-term fuel balances, fuel supply and consumption organization and control within the UES framework,

• design, build, expand, upgrade, re-equip and repair UES facilities,

• carry out scientific research and development in the field of technology, engineering, environmental protection, power economics, and power construction,

• cooperate with international financial and economic organizations; pursue trade-economic and scientific-technical cooperation with foreign government and non-government organizations,

• provide technical monitoring of equipment, buildings and facilities of electric power plants and grids regardless of their ownership or industry affiliation,

• pursue an energy conservation policy and introduce unconventional renewable sources of energy,

• provide environmental safety of UES energy facilities,

• pursue a personnel policy, including training and re-training, checks of personnel knowledge of operation rules, fire safety, labor safety, and other directives pursuant to the existing regulations at UES enterprises and detached power systems,

• develop communication facilities and provide communication services, including fiber optic and satellite system communications,

• perform publishing and printing activities,

• provide medical services, including sanatorium treatment,

• perform motor transport operation, maintain and repair motor transport vehicles,

• within the Company’s jurisdiction, ensure the Company’s economic and information security, provide antiterrorist and antisubversive protection of power facilities,

• organize and perform information protection, maintenance and dissemination of certified means of cryptographic protection of information, provide information coding services,

• organize and implement measures aimed at protecting information constituting a government secret, mobilization preparation, civil defense, prevention and remedy of emergency situations, pursuant to the Russian Federation legislation and regulations,

• provide educational services, including additional education,

• perform any activities which are not forbidden by federal laws.

3.3. Certain activities, listed by federal laws, may only be available to the Company subject to a special permit (license).

The Company’s right to pursue an activity requiring a license shall arise when such a license is granted or on a date specified by such a license and terminate upon expiration of the license term unless otherwise stipulated by the law.

Article 4. Stock Capital and shares of the Company

4.1. The Stock Capital of the Company shall equal twenty-one billion five hundred fifty-eight million four hundred fifty-one thousand six hundred eighty-four (21,558,451,684) rubles.

4.2. The Company places the following types of shares with equal nominal value of 50 (fifty) kopecks:

1) Type A preference shares with total nominal amount 1037574692 (one billion thirty seven million five hundred and seventy four thousand six hundred and ninety two) rubles.

2) Common shares with total nominal amount of 20520876992 (twenty billion five hundred twenty million eight hundred seventy six thousand nine hundred and ninety two) rubles.”

4.3. In addition to the already placed shares, the Company announces placement of another six billion four hundred sixty-seven million five hundred thirty-five thousand five hundred four (6,467,535,504) common shares, each with a par value of fifty (50) kopecks, to a total value of three billion two hundred thirty-three million seven hundred sixty-seven thousand seven hundred fifty-two (3,233,767,752) rubles.

The Company’s additional shares can only be placed within the limit of the announced number of shares.

4.4. The Stock Capital of the Company may be increased by raising the par value of the shares or by placing additional shares.

The Company’s Stock Capital may be increased by placing additional shares against the Company’s property. The Company’s Stock Capital may be increased by raising the par value of the shares only against the Company’s property.

The amount of increase in the Company’s Stock Capital against the Company’s property cannot exceed the differential between the Company’s net asset worth and the sum of the Company’s Stock Capital and Reserve Fund.

A decision to increase the Stock Capital of the Company by raising the par value of the shares shall be taken by a general shareholders meeting of the Company.

The following cannot be done unless by a decision of the Company’s general shareholders’ meeting on raising the Company’s Stock Capital, passed by a majority of three-quarters of the holders of voting shares participating in the general shareholders meeting:

place additional shares by private subscription,

place, by public subscription, additional common shares constituting more than 25% of the previously placed common shares.

In other instances, a decision to raise the Stock Capital by placing additional shares may be taken by the Company’s Board of Directors. A Company Board of Directors decision to raise the Stock Capital by placing additional shares shall be taken unanimously by all members of the Company’s Board of Directors, disregarding the votes by retired members of the Company’s Board of Directors. Where there is no Board of Directors unanimity on raising the Stock Capital by placing additional shares, the Board of Directors may decide to put the item on the agenda of a general shareholders meeting of the Company.

4.5. During a period when the government owns a fixed parcel of shares constituting more than 25% of the Company share votes, the Company’s Stock Capital may be increased by issuing additional shares only if such an increase keeps the government’s percentage intact.

4.6. Payment for acquired shares may be in the form of money, securities, other property or property rights or other rights having a money value behind.

4.7. Subject to a general shareholders meeting decision, the Company’s Stock Capital may be reduced by decreasing the par value of the shares or their total number, for example by buying and retiring some of the Company’s own shares.

4.8. The Company shall ensure maintenance of a register of the Company’s shareholders in conformity with the legislation and regulations of the Russian Federation.

The Company’s shareholders register shall be maintained by a professional securities market player involved in maintaining registered stocks (hereinafter referred to as the registrar).

The Company assigning a registrar with the maintenance and safekeeping of the shareholders register shall not be exempted from the liability for its maintenance and safekeeping.

Entries shall be made in the Company’s register of shareholders upon a shareholder’s or nominee’s request not later than three days after the documents specified by the Russian Federation legislation are produced.

Upon a request by shareholder or person acting on his behalf or nominee, the registrar must issue a statement of the Company’s register of shareholders concerning his personal account within five working days.

A shareholder shall not be entitled to demand that information which is unrelated to him be included in the account statement of the Company’s register, such as information about other shareholders and their shareholdings.

A statement of the Company’s register of shareholders shall specify all restrictions or share encumbrances pertaining to the shares in question, reflected in the Company’s register of shareholders as of the statement issue date.

4.9. A person registered in the Company’s shareholders register must timely notify the registrar of changes in the person’s data. Should he fail to produce information about changes in his data, the Company or the registrar shall not be held responsible for losses caused by that.

Article 5. Shareholders’ rights and obligations

5.1. Each common share of the Company shall have the same par value and provide its holder the same amount of rights.

5.2. Holders of the Company’s common shares shall have the following rights:

• take part in the Company’s general shareholders meeting with a right to vote on all issues within its jurisdiction in person or via a representative,

• elect and be elected to management bodies and control management bodies and control bodies of the Company subject to a procedure stipulated by the Russian Federation legislation and this Charter,

• alienate shares they hold without consent of other shareholders or the Company,

• receive a proportion of the net profit (dividends) to be distributed between shareholders subject to a procedure stipulated by the legislation of the Russian Federation and this Charter,

• access the Company’s documents subject to a procedure stipulated by the legislation of the Russian Federation and this Charter,

• require the Company’s buy-out of all or some of the shares they hold in instances specified by the legislation of the Russian Federation,

• right of first choice in case the Company makes a public placement of additional shares or issues securities convertible into shares, in quantities proportional to the quantity of that category (type) shares they hold,

• receive some of the Company’s property (liquidation value) subject to a procedure stipulated by the legislation of the Russian Federation and this Charter,

• exercise other rights stipulated by the legislation of the Russian Federation, this Charter, and decisions taken by a general shareholders in conformity with its jurisdiction.

Conversion of common shares in to preference shares, bonds or other securities shall not be permitted.

5.3. The Company’s preference shares of the same type shall grant their holders an equal amount of rights and have the same par value.

Holders of Type A preference shares shall be entitled to a fixed annual dividend. The total amount to be paid as a dividend per Type A preference share shall be equal to ten (10) percent of the Company’s net profit for the fiscal year divided by the number of shares making twenty-five (25) percent of the Company’s Stock Capital. If the amount of dividends to be paid by the Company for each common share in a certain year exceeds the amount to be paid as a dividend per Type A preference share, the size of the dividend to be paid for the latter shall be increased to the size of the dividend to be paid per common share.

Dividends shall be paid to Type A preference share holders annually, within time periods specified by the Company’s general shareholders meeting, but not later than May 1 of the year following the year of the general shareholders meeting which decided on the dividend payment, and, additionally, on the date of dividend payment for common shares in instances where, pursuant to this Clause, the size of the dividend per Type A preference share is to be increased to the size of the dividend to be paid for common shares.

5.4. The Company shall not be entitled to pay dividends for Type A preference shares following a procedure different from the one specified by this Charter.

5.5. The Company shall not have the right to pay dividends for common shares before it pays dividends for Type A preference shares.

5.6. Holders of Type A preference shares shall be entitled to attend general shareholders meetings with a right to vote on all issues within its jurisdiction, starting from a meeting following the annual shareholders meeting which, regardless of reasons, did not decide to pay dividends or decided to pay partial dividends for preference shares of the said type. The Type A preference shareholders’ right to attend general shareholders meetings shall terminate from the date of the first full payment of dividends for those shares.

5.6.1. Type A preference share holders shall attend the Company’s general shareholders meeting with a right to vote in deciding issues pertaining to the Company’s reorganization and liquidation.

Type A preference share holders shall acquire a right to vote when the Company’s general shareholders meeting discusses amendments to the Company Charter restricting the rights of Type A preference share holders and giving other type preference share holders advantages in terms of dividend payment priority and/or liquidity value of the shares. A decision introducing such amendments shall be deemed taken if supported by at least three-quarters of the voting share holders’ votes participating in the general shareholders meeting, except for the votes of Type A preference share holders, and three-quarters of the votes of all Type A preference share holders.

5.7. The Company’s shareholders shall have first choice in acquiring publicly placed additional shares of the Company and issued securities convertible into Company shares, in quantities that are proportional to the number of that category (type) shares they hold.

Company shareholders who voted in the negative or did not participate in the voting on private placement of the Company’s shares and issue securities convertible into Company shares, shall have first choice in acquiring additional shares and issue securities convertible into Company shares and placed privately, in quantities which are proportional to the number of this category (type) of shares they hold. The said right shall not extend to the placement of shares and other issue securities convertible into shares made privately among the existing shareholders only if the shareholders can acquire a whole number of such shares or other issue securities convertible into shares in proportion to the number of shares of the said category (type) they hold.

5.8. In case the Company is liquidated, the Company’s property left after the creditors’ claims are met shall be used for payments in the following order of priority:

firstly, payments for shares which are to be bought out under Article 75, Federal Law on Joint-Stock Companies,

secondly, payment of accrued and unpaid dividends for preference shares and the liquidity value due to be paid for preference shares as specified by the Company Charter,

thirdly, distribution of property between common share holders and all types of preference share holders.

Article 6. Bonds and other issue securities of the Company

6.1. The Company shall have the right to place bonds or other issue securities of the Company convertible into Company shares, by means of public or private placement.

6.2. Private subscription placement of issue securities of the Company convertible into shares shall require a decision of the Company’s general shareholders meeting taken by a three-quarters majority vote of the voting share holders participating in the general shareholders meeting.

Public subscription placement of issue securities convertible into common shares making more than 25% of the previously placed common shares shall require a decision by the Company’s general shareholders meeting taken by a three-quarters majority vote of voting share holders participating in the general shareholders meeting.

In other instances, the decision to place bonds and other issue securities of the Company convertible into Company shares shall be taken by the Company’s Board of Directors.

6.3. Additional shares and other issue securities of the Company placed by means of subscription shall be placed on condition that they are fully paid.

Article 7. Company’s funds

7.1. The Company shall set up a reserve fund, a special stock fund of Company employees and, subject to a decision by the Board of Directors, other funds which are necessary for its activities.

7.2. The Company shall have a reserve fund equal to 15% of the Stock Capital.

The reserve fund of the Company shall be designed to cover its losses and redeem the Company’s bonds and buy out the Company’s shares in case there are no other funds available for that, and it cannot be used for purposes other than those.

7.3. Out of its net profit, the Company shall set up a stock fund of the Company’s employees solely to buy Company shares sold by shareholders to be later placed with Company employees.

Where shares bought for money of the Company employees stock fund are sold to Company employees, money thus raised shall be used to build the said fund.

7.4. The procedure of forming and using Company funds shall be defined by the Company’s Board of Directors.

Article 8. Company’s dividends

8.1. The Company shall be entitled, once a year, to decide on (announce) payment of dividends for the placed and fully paid Company shares.

Dividends shall be paid out of the net profit for the current year.

The decision on the payment of annual dividends, the size of the dividends for each category of shares shall be taken by the Company’s general shareholders meeting upon the recommendation of the Company’s Board of Directors.

The size of annual dividends cannot be higher than that recommended by the Company’s Board of Directors.

8.2. A general shareholders meeting shall be entitled to decide to not pay dividends for shares of a certain category and to not pay dividends for Type A preference shares in full.

8.3. The Company cannot decide (announce) on dividend payment for shares -

until the Company’s Stock Capital is paid in full,

until all shares to be bought out under Article 76, Federal Law on Joint-Stock Companies have been bought out,

if, on the date of such decision, the Company shows signs of bankruptcy under the legislation of the Russian Federation on bankruptcy or if said signs arise as a result of dividend payment,

if, on the date of such decision, the net asset worth of the Company is lower than its Stock Capital and reserve fund and the excess of the Charter-defined liquidation value of the placed preference shares over the par value, taken together, or becomes lower as a result of such a decision,

in other instances specified by the federal legislation.

8.4. The Company cannot pay announced dividends on shares –

if, on the date of such decision, the Company shows signs of bankruptcy under the legislation of the Russian Federation on bankruptcy or if said signs arise as a result of dividend payment,

if, on the date of payment, the net asset worth of the Company is lower than its Stock Capital and reserve fund and the excess of the Charter-defined liquidation value of the placed preference shares over the par value, taken together or becomes lower than the said sum as a result of dividend payment,

in other instances specified by the federal legislation.

Upon termination of circumstances specified under this Clause, the Company must pay the announced dividends to the shareholders.

8.5. The time to pay annual dividends shall be determined by the Company’s general shareholders meeting decision on annual dividend payment. If the Company’s general shareholders meeting does not decide on the date of annual dividend payment, the time for payment cannot exceed 60 days from the date of the decision to pay annual dividends.

A list of people entitled to annual dividends shall be made as of the date of making a list of people entitled to take part in the annual general shareholders meeting. For a list of people entitled to annual dividends to be made, the nominee shareholder shall provide information about people on whose behalf he holds the shares.

Article 9. Company’s management bodies

9.1. The Company’s management bodies shall include:

• General shareholders meeting,

• Company’s Board of Directors,

• Company’s Board of Management (collective executive body),

• Chairman of the Board of Management performing the functions of a sole management body of the Company.

9.2. The Company’s Auditing Commission shall be the control body of the Company’s financial-economic activities.

Article 10. General shareholders meeting

10.1. The Company’s top management body is the general shareholders meeting.

Once a year, an annual general shareholders meeting shall be held, not earlier than in two months and not later than in six months from the end of the fiscal year.

The annual general shareholders meeting shall elect the Company’s Board of Directors, the Company’s Auditing Commission, approve the Company’s auditor, resolve issues specified by Clause 10.2.11 of this Charter, and it may resolve other issues included in the jurisdiction of the Company’s general shareholders meeting.

General shareholders meetings other than the annual meeting shall be extraordinary.

The date and procedure of the general meeting, the list of materials (information) provided for shareholders during the preparation for the general meeting shall be determined by the Company’s Board of Directors in conformity with the provisions of the Federal Law on Joint-Stock companies, other legislation and regulations, and this Charter.

10.2. The jurisdiction of the general shareholders meeting shall include the following issues:

1) amendment of the Company’s Charter or adoption of a new version of the Company’s Charter,

2) reorganization of the Company subject to a procedure stipulated by federal law and this Charter,

3) liquidation of the Company, appointment of a liquidation commission, and approval of an interim and final liquidation balance of accounts,

4) election of the Company’s Board of Directors members and early termination of their office, setting the size of remuneration and compensation for the Company’s directors,

5) determination of the quantity, par value, category (type) of announced shares and rights provided by those,

6) increase in the Company’s Stock Capital by raising the par value of the shares or by placing additional shares of the Company in instances specified by this Charter,

7) decrease in the Company’s Stock Capital by decreasing the par value of the shares, by the Company’s purchase of some shares in order to reduce their overall number, and by redemption of the shares acquired or bought out by the Company,

8) election (appointment) of the Chairman of the Company’s Board of Management and early termination of his office),

9) election of the Company’s Auditing Commission members and early termination of their office, determination of the size of remuneration and compensation for members of the Company’s Auditing Commission,

10) approval of the Company’s auditor,

11) approval of annual reports, annual accounting documents, including profit and loss statements (profit and loss accounts) of the Company. profit distribution, including payment (announcement) of dividends, and losses of the Company for the fiscal year,

12) determination of the general shareholders meeting procedure,

13) share splitting and consolidation,

14) decisions on transaction authorization in instances stipulated by Article 83, Federal Law on Joint-Stock companies,

15) decisions on authorization of major deals in instances stipulated by Article 79, Federal Law on Joint-Stock companies,

16) decisions on participation in holding companies, financial-industrial groups, associations, and other groupings of commercial entities,

17) approval of internal documents governing the activity of the Company’s bodies,

18) resolution of other issues as specified by the Federal Law on Joint-Stock companies.

10.3. Issues included in the jurisdiction of the general shareholders meeting cannot be delegated to the Board of Directors, Chairman of the Board of Management, or the Board of Management of the Company.

The general shareholders meeting of the Company shall not be entitled to discuss or take decisions on matters outside its jurisdiction as specified by the Federal Law on Joint-Stock Companies.

Decisions on the issues specified under Subclauses 1-3, 5 and 15, Clause 10.2 of the Charter shall be made by a general shareholders meeting by a majority of three-quarters of the holders of voting shares attending the general shareholders meeting unless the Federal Law stipulates a different number of votes.

In other matters, decisions shall be taken by a majority vote of voting shareholders of the Company attending the meeting, with the exception of instances specified by the Federal Law and this Charter.

Decisions on matters specified under Subclauses 2, 6, 13 – 17, Clause 10.2, Company Charter, shall be taken by the general shareholders meeting only subject to a proposal by the Company’s Board of Directors.

The general shareholders meeting shall not be entitled to take decisions on matters which are not included in the meeting agenda or change the agenda.

A general shareholders meeting decision may be taken without holding a meeting (joint presence of shareholders for purposes of discussing the agenda and taking decisions on matters put to the vote) by means of absentee voting.

A general shareholders meeting whose agenda includes election of the Board of Directors, Auditing Commission, approval of the Company’s auditor, and issues specified by Clause 10.2.11 of this Charter cannot be held in the form of absentee voting.

The following people shall have a right to vote on issues put to the vote during a general shareholders meeting:

holders of the Company’s common shares,

holders of the Company’s preference shares, in instances specified by the Federal Law on Joint-Stock Companies and this Charter.

10.4. the list of people entitled to attend a general shareholders meeting shall be made on the basis of the information in the Company’s shareholders register.

The date on which to make a list of people entitled to attend a general shareholders meeting cannot be earlier than the date of making a decision to hold a general shareholders meeting or more than 50 days before the date of the general shareholders meeting or, in a situation specified by Clause 10.6.2 of this Charter, more than 65 days before the date of the general shareholders meeting.

Upon a request by people included in it and holding no less than 1% of the votes, the Company shall provide access to the list of people entitled to attend a general shareholders meeting. The document details and postal addresses of the individuals on that list shall only be provided upon the consent of the people concerned.

10.5. Notification on holding of General shareholders meeting is to be published in newspaper “Izvestiya” not later than 30 days before the date of shareholders meeting.

In a situation specified by Clause 10.6.2 of this Charter, the announcement about the date of an extraordinary general shareholders meeting shall be made not later than 50 days before the scheduled date.

The announcement of a general shareholders meeting shall specify the following particulars:

• full name of the Company and the address of the Company,

• format of the general shareholders meeting (actual meeting or absentee voting),

• date, location, time of the general shareholders meeting and the postal address to which filled ballots may be sent or, in case the general shareholders meeting is held in the absentee voting format, the end date of voting ballot receipt, and the postal address to which filled ballots must be sent,

• date of the list of people entitled to attend the general shareholders meeting,

• agenda of the general shareholders meeting,

• procedure of access to information (materials) to be provided during preparation for the general shareholders meeting, and the address (addresses) where it can be accessed.

10.6. Proposals for the agenda of the Company’s general shareholders meeting

10.6.1. Shareholders (shareholder) of the Company jointly holding at least 2% of the Company’s voting shares shall have the right to include items in the agenda of the annual general shareholders meeting, nominate people for membership in the Board of Directors of the Company, Auditing Commission of the Company, the number of such nominees to be not higher than the number of members on the respective body, and nominate a person for a Chairman of the Board of Management of the Company. Such proposals should arrive at the Company not later than 60 days after the fiscal year end.

10.6.2. In case the proposed agenda of an extraordinary general shareholders meeting includes election of the Company’s Board of Directors to be carried out by a cumulative vote, shareholders (shareholder) of the Company who jointly hold at least 2% of the Company’s voting shares shall be entitled to nominate up to as many directors as there are on the Board of Directors of the Company. Such proposals must arrive at the Company no less than 30 days before the date of the extraordinary general shareholders meeting.

10.6.3. Proposals to include items on the agenda of the Company’s general shareholders meeting and nomination proposals shall be in writing specifying the name of the proposal-making shareholders (shareholder), the quantity and category (type) of shares they hold, and must be signed by the shareholders (shareholder).

10.6.4. A proposal to include items on the agenda of the Company’s general shareholders meeting must include a wording for each proposed item, and a nomination proposal must include the name of each nominee, the name of a body for which he is nominated. A proposal to include items on the agenda of the Company’s general shareholders meeting may include a wording for a resolution to each proposed item.

10.6.5. The Company’s Board of Directors must discuss all incoming proposals and decide either to include them in the agenda of the general shareholders meeting or to refuse to do so not later than five days after the end of the periods specified by Clauses 10.6.1 and 10.6.2 of this Charter. An item proposed by shareholders (shareholder) shall be included in the agenda of the general shareholders meeting and nominees shall equally be included in the list of nominees for a respective body of the Company to be put to the vote except where –

• shareholders (shareholder) does not meet the deadlines specified by Clauses 10.6.1 and 10.6.2 of this Charter,

• shareholders (shareholder) do not hold the required amount of voting shares of the Company as stipulated by Clauses 10.6.1 and 10.6.2 of this Charter,

• the proposal does not meet the requirements stipulated by Clauses 10.6.3 and 10.6.4 of this Charter,

• the proposed item of the agenda for the Company’s general shareholders meeting is not covered by its jurisdiction and/or does not comply with the Federal Law on Joint-Stock Companies and other legislation and regulations of the Russian Federation.

10.6.6. A substantiated decision of the Company’s Board of Directors to refuse to include a proposed item in the agenda of the general shareholders meeting or a nominee in the list of nominees for the Company’s Board of Directors, Auditing Commission, Chairman of the Board of Management shall be passed to the shareholders (shareholders) who made the proposal or nomination within three days from the date of the decision.

10.6.7. Apart from agenda items proposed by shareholders for the general shareholders meeting and in case there are no such proposals, no or an insufficient number of nominees for the respective body, the Board of Directors shall be entitled to include items on the agenda of the Company’s general shareholders meeting or nominees on the list of nominees at its discretion.

10.7. Extraordinary general shareholders meeting

10.7.1. An extraordinary general shareholders meeting shall be held in accordance with a Board of Directors decision on its own initiative, a request by the Company’s Auditing Commission, the Company’s auditor, and shareholders (shareholder) holding no less than 10% of the Company’s voting shares as of the date of the request.

An extraordinary general shareholders meeting requested by the Company’s Auditing Commission, the Company’s auditor or shareholders (shareholder) holding no less than 10% of the Company’s voting shares, shall be convoked by the Company’s Board of Directors.

10.7.2. An extraordinary general shareholders meeting requested by the Company’s Auditing Commission, the Company’s auditor or shareholders (shareholder) holding no less than 10% of the Company’s voting shares, shall be held within 40 days from the date of the request to hold an extraordinary general shareholders meeting.

If the proposed agenda of an extraordinary general shareholders meeting includes election of the Company’s Board of Directors, such general shareholders meeting shall be held within 70 days from the date of the request to hold the extraordinary general shareholders meeting.

10.7.3. Where the Company’s Board of Directors must decide on holding an extraordinary general shareholders meeting to elect members of the Company’s Board of Directors pursuant to the Federal Law on Joint-Stock Companies, such general shareholders meeting shall be held within 70 days from the date of the Company’s Board of Directors decision to hold it.

10.7.4. The request to hold an extraordinary general shareholders meeting must formulate items to be included in the agenda of the meeting. The request to hold an extraordinary general shareholders meeting may include worded decisions on each of the items and a proposal on the format of the general shareholders meeting.

The Company’s Board of Directors cannot make changes in the formulated agenda items, formulated decisions on such items or change the proposed format of the extraordinary general shareholders meeting convoked at a request of the Company’s Auditing Commission, the Company’s auditor or shareholders (shareholder) holding no less than 10% of the Company’s voting shares.

10.7.5. Where the convocation of an extraordinary general shareholders meeting is requested by shareholders (shareholder), the request shall include the names of the shareholders (shareholder) requesting a meeting to be convoked, and the number and category (type) of shares they hold.

A request to convoke an extraordinary general shareholders meeting shall be signed by the persons (person) requesting the convocation of an extraordinary general shareholders meeting.

10.7.6. Within five days from the date of the request by the Company’s Auditing Commission (internal auditor), the Company’s auditor or shareholders (shareholder) holding no less than 10% of the Company’s voting shares to convoke an extraordinary general shareholders meeting, the Company’s Board of Directors shall decide to convoke an extraordinary general shareholders meeting or refuse to do so.

A decision to refuse to convoke an extraordinary general shareholders meeting requested by the Company’s Auditing Commission, the Company’s auditor or shareholders (shareholder) holding no less than 10% of the Company’s voting shares may be taken if –