SEAL: APPROVED by the Deputy Head of Moscow Central Regional Department of the Bank of Russia STAMP: August 23, 2013 L.S. SEAL:

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1 SEAL: THE CENTRAL BANK OF THE RUSSIAN FEDERATION (THE BANK OF RUSSIA) MOSCOW MAIN REGIONAL DEPARTMENT MAIN STATE REGISTRATION * NUMBER * * TIN * STAMP: APPROVED by the Deputy Head of Moscow Central Regional Department of the Bank of Russia SIGNATURE ROZHKOVA N.V. Administration of the FTS of Russia for the city of Moscow 30 AUG 2013 Chief state tax inspector of the Department of the FTS of Russia for the city of Moscow Signature SIGNATURE Y.A. Efremova SEAL: THE FEDERAL TAX SERVICE THE DEPARTMNT OF THE THE FEDERAL TAX SERVICE OF RUSSIA FOR THE CITY OF MOSCOW (THE DEPARTMENT OF THE FTS OF RUSSIA FOR THE CITY OF MOSCOW) * MAIN STATE REGISTRATION NUMBER * 2 L.S. (signature) (last name, initials) August 23, 2013 AMENDMENT NO.2, to the Articles of Association of Bank Vozrozhdenie V.BANK, the main state registration number of the credit institution , the date of state registration of the credit institution: December 17, 2002, registration number of the credit institution assigned by the Bank of Russia, 1439 dated April 12, Paragraph 2 of Clause of Section 1 shall be stated as follows: Branches and representative offices shall act on behalf of the Bank. The Bank shall bear responsibility for activities of its branches and representative offices. Heads of branches and representative offices shall be appointed by the Chairman of the Management Board of the Bank after preliminary approval of their candidatures with a regional department of the Bank of Russia and shall act on the basis of powers of attorney duly issued to them.. 2. Paragraph 4 of Clause 3.5. of Section 3 shall be stated as follows: In case of increase of the authorized capital of the Bank through private subscription, the authorized capital may not be paid by means of set-off of claims against the Bank, except for monetary claims for payment of declared dividends in the monetary form.. 3. Clause 4.9. of Section 4 shall be stated as follows: 4.9. Additional shares and issuance securities of the Bank placed via subscription shall be placed subject to payment thereof in full. Additional shares of the Bank (issue securities convertible into shares) placed through subscription shall be paid at a price determined by or according to the procedure established by the Board of Directors of the Bank in accordance with applicable laws of 1

2 the Russian Federation however not lower than the nominal value (not lower than the nominal value of shares whereto issuance securities are convertible). Other issuance securities of the Bank to be placed through subscription shall be paid at a price to be determined by or according to the procedure established by the Board of Directors of the Bank in accordance with applicable laws of the Russian Federation.. 4. Clause of Section 4 shall be stated as follows: The Bank may issue bonds after its authorized capital is paid up in full. Bonds may be redeemed in the monetary form or with other property including placed shares in the Bank according to the resolution on issue thereof. When taking a decision on placement of bonds which may be redeemed by placed shares in the Bank, rules under Clause of these Articles of Association shall not apply. The Bank shall not be entitled to allot any bonds or other issuance securities, which may be converted into shares in the Bank if the number of the declared shares in the Bank of the certain categories and types is less than the number of shares in the said categories and types, which acquisition right is provided by the said securities.. 5. Clause of Section 4 shall be supplemented with new Paragraph 2 as follows: The purchase price of shares in the Bank in the case described in the fifth paragraph of Clause 5.4 of these Articles of Association may not be lower than the average weighted price thereof determined following the results of the trade on the regulated market for six months preceding the date of the resolution to hold the General Meeting of Shareholders the agenda whereof includes the item on submission of an application for delisting of shares in the Bank and (or) issuance securities of the Bank convertible into shares in the Bank. 6. Paragraph 2 of Clause 5.3. of Section 5 shall be stated as follows: participation in the General Meeting of Shareholders of the Bank with the right to vote on issues on reorganization and liquidation of the Bank, issues on amendment and supplement of the Articles of Association of the Bank, limiting the rights of shareholders holding preferred shares of that type, the issue on submission of an application for delisting of preferred shares of that type, the issue on claiming to the federal executive body for securities market regarding release of the Bank from obligation to disclose or provide information prescribed by the legislation of the Russian Federation on securities, all issues within the competence of the General Meeting of Shareholders of the Bank, beginning from the meeting following the annual General Meeting of Shareholders whereat the resolution on payment of dividends was not adopted for any reason or the resolution on incomplete payment of dividends on preferred shares of that type was adopted; that right will terminate since the first payment of dividends in full;. 7. Clause 5.4. of Section 5 shall be stated as follows: 5.4. The Shareholders, which hold the voting shares of the Bank, shall be entitled to demand for redemption of all or any part of shares held by them, respectively, in the following cases: reorganisation of the Bank or conclusion of any large transaction, which approval resolution is adopted by the General Meeting of Shareholders, if they voted against adoption of the resolution on such reorganisation or approval of the said transaction or did not take part in voting on these issues; amendments and alterations to the Articles of Association of the Bank (adoption by the General Meeting of Shareholders of the resolution constituting ground for amendments and alterations to the Bank s Articles of Association) or approval of the Bank s Articles of Association in a new version limiting their rights if they voted against the relevant resolution or did not take part in voting; 2

3 adoption by the General Meeting of Shareholders of the resolution on submission of an application for delisting of shares in the Bank and (or) issuance securities of the Bank convertible into shares in it, if they voted against the relevant resolution or did not take part in voting. 8. Paragraphs 6-7 of Clause 5.6. of Section 5 shall be stated as follows: to notify the Bank of Russia on acquisition and (or) receipt for trust management of more than one percent of shares in the Bank by one legal entity or individual or a group of persons recognized as such pursuant to the Federal Law On Protection of Competition as a result of one transaction or a series of transactions, and to submit to the Bank a copy of such notice; to obtain preliminary consent of the Bank of Russia on acquisition and (or) receipt for trust management of more than twenty percent of shares in the Bank by one legal entity or individual or a group of persons recognized as such pursuant to the Federal Law On Protection of Competition as a result of one transaction or a series of transactions, and to submit to the Bank a copy of such preliminary consent;. 9. Clause 5.6. of Section 5 shall be supplemented with new Paragraph 8 as follows: to obtain preliminary consent of the Bank of Russia if a legal entity or an individual or a group of persons (recognized as such pursuant to the Federal Law On Protection of Competition ) gets direct or indirect (through third parties) control over shareholders of the Bank holding more than twenty percent of shares in the Bank as a result of one transaction or a series of transactions, and to submit to the Bank a copy of such preliminary consent;. 10. Paragraph 2 of Clause 7.3. of Section 7 shall be stated as follows: The Bank shall pay dividends declared on shares of each category (type), unless otherwise is determined in the Federal Law On Joint Stock Companies. Dividends are payable in cash. 11. Paragraph 1 of Clause 8.5. of Section 8 shall be stated as follows: 8.5. The Bank warrants secrecy of operations, accounts and deposits of its clients and correspondents. The Bank shall disclose information and documents concerning accounts, deposits of clients and correspondents in such cases and in accordance with such procedure as determined by applicable laws of the Russian Federation Sub-clause of Clause 9.2. of Section 9 shall be stated as follows: adoption of resolution on participating in associations and other unions of commercial entities;. 13. Clause 9.2. of Section 9 shall be supplemented with new sub-clause , with appropriate change of consequent numbering, and stating it as follows: adoption of the resolution to submit an application for delisting of shares in the Bank and (or) issuance securities of the Bank convertible into shares therein;. 14. Clause 9.5. of Section 9 shall be stated as follows: 9.5. The resolution on items mentioned in Clauses , 9.2.6, , , , of these Articles of Association shall be adopted by the General Meeting of Shareholders by three fourths of votes of shareholders holding voting shares participating in the General Meeting of Shareholders. The resolution on the item specified in Clause will become effective if the total number of shares in relation whereto the claims for repurchase submitted does not exceed the number of shares which may be repurchased by the Bank subject to the restriction under Clause 5 of Article 76 of the Federal Law On Joint Stock Companies. 3

4 All other resolution are taken by a simple majority vote of shareholders participating in the General Meeting of Shareholders if otherwise isn t set by the current legislation of the Russian Federation Clause of Section 9 shall be supplemented with new Paragraph 4 as follows: The proposal of a candidate to the Board of Directors and Audit Commission shall specify that the relevant candidate agrees to proposal of his/her candidature Clause of Section 10 shall be stated as follows: The following matters are covered by the competence of the Board of Directors of the Bank: determination of priority areas of the Bank s business; convocation of the annual and extraordinary general meetings of shareholders of the Bank unless otherwise is determined by laws of the Russian Federation; approval of the agenda of the General Meeting of Shareholders of the Bank; determination of the date of preparation of the list of persons entitled to participate in the General Meeting of Shareholders of the Bank, development of recommendations on the amount of remunerations and compensations to be paid to the members of the Bank s Audit commission, development of recommendations on the amount of dividends on shares and procedure of payment thereof and other matters to be covered by the competence of the Board of Directors in accordance with the Federal Law On Joint Stock Companies and associated with preparation for and holding of the General Meeting of Shareholders; increase of the authorized capital of the Bank through placement of additional shares (bonds convertible into shares and other issuance securities convertible into shares) through public subscription within the number and categories (types) of declared shares if the number of ordinary shares (ordinary shares whereto bonds and other issuance securities convertible into shares may be converted) to be placed constitutes twenty five or less percent of previously declared shares; approval of the resolution on issue of securities, prospectus in cases determined by applicable laws of the Russian Federation; placement by the Bank of additional shares whereto preferred shares of a certain type convertible into ordinary shares or preferred shares of other types are converted, unless such placement is associated with increase of the authorized capital of the Bank as well as placement by the Bank of bonds or other issuance securities other than shares; carve-out of shares and other issuance securities convertible into shares acquired by the Bank without the purpose to reduce the amount of the authorized capital of the Bank; determination of the price (monetary value) of property, price of placement or the procedure for determination thereof and the purchase price of issuance securities in cases defined in the Federal Law On Joint Stock Companies ; acquisition of shares, bonds and other securities placed by the Bank in cases determined by applicable laws of the Russian Federation; approval of the report on: the results of acquisition of shares if the General Meeting of Shareholders took the decision on reduction of the authorized capital through acquisition of shares in the Bank for the purpose of further redemption thereof; the results of submission by shareholders of claims for repurchase of their shares; the results of redemption of shares acquired by the Bank on the basis of the resolution of the General Meeting of Shareholders of the Bank; formation of the sole and collegial executive body of the Bank, determination of the size of the collegial executive body, early termination of powers of the sole executive body and members of the collegial executive body; 4

5 appointment of a person authorized to sign an employment agreement with the Chairman of the Management Board, agreements with members of the Management Board; determination and approval of terms and conditions of the employment agreement with the Chairman of the Management Board and agreements with members of the Management Board of the Bank; approval of internal documents establishing principles and system of motivation of Bank employees, criteria of determination of the amount and the procedure for payment of a remuneration to members of executive bodies of the Bank as well as principles of formation and distribution of the bonus fund of the Bank designated for financial incentives of Bank employees for fulfillment of planned tasks within the framework of the approved strategy of development and financial results of the Bank s operations; adoption of the resolution authorizing the Chairman of the Management Board and (or) members of the Management Board of the Bank to joint their positions with positions in management bodies of other entities; consideration of statements submitted by the executive bodies of the Bank; submission of an application for listing of shares in the Bank and (or) issuance securities of the Bank convertible into shares in the Bank; formation of committees and commissions of the Board of Directors; approval of internal documents regulating the work (formation, competence, powers etc.) of committees and commissions of the Board of Directors of the Bank; preparation of proposals (recommendations) for the General Meeting of Shareholders with regard to items of the agenda of the General Meeting of Shareholders in accordance with applicable laws of the Russian Federation; determination of the amount of the remuneration for the Auditor s services; use of the reserve fund of the Bank, use of other funds (establishment of expenditure limits), control of expenditures within the set limits and approval of internal documents of the Bank governing such procedures; approval of internal documents of the Bank other than internal documents of the Bank to be approved by the General Meeting of Shareholders according to applicable laws of the Russian Federation and other internal documents of the Bank to be approved by executive bodies of the Bank in accordance with these Articles of Association; creation (closure) of branches and opening (closure) of representative offices, approval of regulations on branches and representative offices, amendment and supplement thereof, adoption of a resolution on transfer of a branch into the status of an internal division; amendment and supplement of the Bank s Articles of Association associated with creation of branches, opening of representative offices, change of their place of location and closure as well as transfer of a branch into the status of an internal division; approval of the Bank s Registrar and terms and conditions of the contract with it and termination of the contract with it; approval of related-party transactions in cases determined by applicable laws of the Russian Federation, the Articles of Association of the Bank and internal documents of the Bank; approval of major transactions in cases determined by applicable laws of the Russian Federation, the Articles of Association of the Bank and internal documents of the Bank; approval of internal documents of the Bank governing the procedure for execution by the Bank of major transactions, related-party transactions and transactions associated with provision of loans to related parties; establishment of the limits of powers of the Bank s Management Board for adoption of resolutions on execution of banking operations, transactions including transactions with credit risk and other transactions provided for by applicable laws of the Russian Federation; approval of internal documents establishing the limits of powers of the Management Board of the Bank and regulating the procedure for adoption of resolutions on execution of banking operations, 5

6 transactions including transactions with credit risk and other transactions provided for by applicable laws of the Russian Federation; approval of transactions including transactions with credit risk if the transaction value constitutes ten to twenty five percent of the balance sheet value of the Bank s assets as of the most recent accounting date before the resolution is adopted in accordance with internal documents of the Bank; approval of transactions with credit risk with related persons of the Bank if the transaction value exceeds three percent of the Bank s capital of as of the most recent accounting date preceding adoption of the resolution, in accordance with internal documents of the Bank; approval of transactions with real estate (other than property received under accord and satisfaction contracts or in the course of any legal, bankruptcy and enforcement proceedings as fulfillment of obligations under loans provided to legal entities and individuals) aimed at transfer of the ownership right for the relevant property if the transaction value is equal to or exceeds one percent of the Bank s capital as of the most recent accounting date preceding adoption of the resolution; approval of the financial and business plan (budget) of the Bank, amendment and supplement of the same; preliminary approval of the annual report of the Bank; preliminary consideration of the business plan to be submitted to the General Meeting of Shareholders for approval; approval of internal documents of the Bank regulating the procedure for writing off uncollectible debts, loans and equivalent debts, interest thereon on account of the created provisions; adoption of resolutions on writing off from the balance sheet of the Bank of uncollectible debts, loans and equivalent debts in the amount exceeding one percent of the Bank s capital as of the most recent accounting date preceding adoption of the resolution of if loans are provided to affiliates or shareholders of the Bank, in accordance with regulations of the Bank of Russia and internal documents of the Bank; approval of internal documents of the Bank regulating the procedure for adoption of resolutions by the Management Board of the Bank within the framework of execution by the Bank of transactions for assignment of rights (claims) with third parties; adoption of resolutions on execution of contracts of assignment of rights (claims) with third parties if the amount of liabilities of the borrower (debtor) to the Bank relating to the provided loan is equal to or exceeds one percent of the Bank s capital as of the most recent accounting date preceding adoption of the resolution and (or) if the borrower (debtor) is a shareholder holding at least five percent of voting shares in the Bank or an affiliate of the Bank; approval of internal documents of the Bank regulating the procedure for adoption of resolutions within the framework of execution of transactions on release from obligations by the Bank; adoption of resolutions on execution of accord and satisfaction contracts if the contract (agreement) provides for receipt by the Bank of property (property rights) with the value exceeding the amount of debt as of the date of the transaction and accounted for by the Bank and (or) if the amount of the borrower s obligations to the Bank in relation to the provided loan is equal to or exceeds three percent of the Bank s capital as of the most recent accounting date preceding adoption of the resolution and (or) if the borrower (debtor) is a shareholder holding at least five percent of voting shares in the Bank or an affiliate of the Bank, and in other cases determined by internal documents of the Bank; change of the purpose (direction) of use of the property received under the above accord and satisfaction contracts; approval of internal documents of the Bank regulating the procedure for adoption of resolutions on termination of obligations of an individual borrower by waiver of the debt; 6

7 adoption of resolutions on termination of obligations of an individual borrower by waiver of the debt provided that the amount of the borrower s obligations to the Bank in relation to the provided loan is equal to or exceeds one percent of the Bank s capital as of the most recent accounting date preceding adoption of the resolution and (or) if the borrower (debtor) is a shareholder holding at least five percent of voting shares in the Bank or an affiliate of the Bank, and in other cases determined by internal documents of the Bank; approval of internal documents of the Bank determining the limits of powers of the Bank s Management Board and regulating the procedure for adoption of resolutions within the framework of execution of transactions with property received by the Bank under accord and satisfaction contracts or in the course of any legal, bankruptcy and enforcement proceedings as fulfillment of obligations under loans provided to legal entities and individuals; adoption of resolutions on execution of transactions with property received under accord and satisfaction contracts or in the course of any legal, bankruptcy and enforcement proceedings as fulfillment of obligations under loans provided to legal entities and individuals if the amount of the transaction (interrelated transactions) is equal to or exceeds one percent of the Bank s capital as of the most recent accounting date preceding adoption of the resolution; control of the Bank s operations, including: establishment and functioning of efficient internal control; approval of the Regulations on the Internal Control and Audit Service of the Bank, the Rules for organization of the internal control system at the Bank and other documents on organization of the internal control system to be approved by the Board of Directors in accordance with requirements of applicable laws of the Russian Federation; adoption of measures ensuring operative fulfillment by executive bodies of the Bank of recommendations and remarks of the Internal Control and Audit Service of the Bank, Auditor of the Bank and supervisory bodies; audit of compliance of internal control with the nature, scale and conditions of the Bank s business in case of change thereof; approval of the work plan of the Internal Control and Audit Service of the Bank, consideration of reports of the Internal Control and Audit Service of the Bank, controller of the Bank within the framework of professional activity in the securities market, an employee in charge for combating legalization (laundering) of criminally obtained income and financing of terrorism and the internal division of the Bank controlling credit risks, the person responsible for control of compliance with the requirements of applicable laws of the Russian Federation to the extent of counteracting illegal use of insider information and market manipulations; approval of appointment and removal of the head (manager) of the Internal Control and Audit Service of the Bank upon presentation of the Chairman of the Management Board; adoption of the resolution on an extraordinary audit by the Audit Commission of the Bank of financial and business operations of the Bank as well as consideration of reports on the audits carried out; adoption of recommendations with regard to a voluntary or mandatory offer received by the Bank including evaluation of the offered price of securities to be acquired and probable change in the market value thereof after acquisition, evaluation of the plans of the offerer in relation to the Bank including its employees; establishment of risk management system, approval of risk management strategy, approval of internal documents on risk management and control of compliance with the procedure for management of risks arising in the course of the Bank s business; development of a procedure for and conduct of self-assessment of operations of the Board of Directors; approval of the list of insider information and internal documents of the Bank regulating matters of counteracting of illegal use of insider information and manipulations in the market in accordance with applicable laws of the Russian Federation; 7

8 other matters determined by applicable laws of the Russian Federation and these Articles of Association. Matters covered by the competence of the Board of Directors of the Bank may not be referred to the executive bodies of the Bank for resolution Paragraph 3 of Clause of Section 10 shall be stated as follows: If the number of candidates to members of the Board of Directors of the Bank becomes less than seven as a result of self-disqualification or inability to act by virtue of legal requirements, the elections shall be deemed as failed Clause of Section 11 shall be supplemented with paragraph 5 as follows: If the number of members of the Bank s Management Board becomes less than the minimum number determined by these Articles of Association, the Board of Directors of the Bank shall elect new members to the Management Board of the Bank or form a new membership of the Management Board of the Bank Clause of Section 11 shall be stated as follows: The Chairman of the Management Board shall appoint his deputies from among members of the Management Board of the Bank. Candidates for the position of the Deputy Chairman of the Management Board shall be appointed after their approval by a regional department of the Bank of Russia. Deputies Chairman of the Management Board are persons accomplishing organizationalinstructive and administrative-economic functions. Deputies Chairman of the Management Board issue instructive acts, are empowered to manage and dispose property and monetary funds on the balance of the Bank, execute transactions according to applicable laws of the Russian Federation aimed at establishment, change or termination of civil rights and obligations of the Bank on behalf of the Bank on the basis of powers of attorney and internal documents of the Bank determining authorities and assignment of responsibilities Clause of Section 11 shall be stated as follows: The quorum for holding a meeting of the Management Board of the Bank shall be at least one half of elected members of the Management Board of the Bank Clause of Section 11 shall be stated as follows: The competence of the Chairman of the Management Board of the Bank. The Chairman of the Management Board may: without a power of attorney act on behalf of the Bank, issue powers of attorney (in particular, with a right of substation) for the right to represent the Bank; represent the Bank at governmental authorities and management bodies, local authorities, other authorities, organizations, judicial bodies, with officials and citizens in the Russian Federation and outside the Russian Federation; execute transactions on behalf of the Bank in accordance with applicable laws of the Russian Federation and these Articles of Association; carry out administrative and instructive activities associated with management of the Bank, take decisions and issue orders on operative matters associated with the Bank s business; dispose funds and property of the Bank, in accordance with the Bank s Articles of Association, resolutions of the General Meeting of Shareholders and applicable laws of the Russian Federation; 8

9 approve the staffing structure, salaries and bonuses to salaries taking into account complexity, stressfulness, high achievements in work of the Bank s employees; approve local regulations determining the system of remuneration and labor norming of the Bank s employees; bonus funds of the Head Office and branches of the Bank and amounts of bonuses to employees of the Head Office, heads of branches and amounts of bonuses to salaries taking into account complexity, stressfulness, high achievements in work of employees of the Head Office, heads and chief accountants of branches; determine the organizational structure of the Bank, take decisions on formation and termination of activity of internal divisions of the Head Office of the Bank, approve regulations on structural subdivisions of the Head Office of the Bank, regulations, rules, procedures and other internal documents of the Bank concerning HR management within the limits of its competence; employ, transfer and dismiss employees of the Bank, bring them to disciplinary responsibility in accordance with applicable laws of the Russian Federation; take decisions on the proposed appointment of candidates to the position of heads of branches of the Bank, candidates to the position of chief accountants of branches and their deputies for further approval of their candidatures by a regional department of the Bank of Russia; approve activities associated with training and advanced training of the Bank s employees; distribute functions among internal divisions of the Bank and duties among employees of the Bank responsible for specific functions of internal control; submit to the Board of Directors of the Bank for approval of the candidature of the head (manager) of the Internal Control and Audit Service and approve removal him/her from the position with the Board of Directors; ensure participation of all employees of the Bank in internal control in accordance with their job duties; submit proposals on the size of the Management Board of the Bank for further approval by the Board of Directors, present candidatures of members of the Management Board of the Bank for approval by the Board of Directors of the Bank and election after the relevant approval by a regional department of the Bank of Russia; distribute duties among members of the Bank s Management Board and determine their powers, appoint his/her deputies from among members of the Bank s Management Board; arrange for meetings of the Management Board of the Bank, appoint a secretary of the Management Board of the Bank, issue instructions on the procedure for fulfillment of resolutions of the Management Board of the Bank, introduction into force of internal documents approved by the Management Board of the Bank, sign minutes of the Management Board, extracts from the same and other documents adopted by the Management Board of the Bank; arrange for and ensure fulfillment of resolutions adopted by the General Meeting of Shareholders; appoint heads, chief accountants of branches and their deputies after adoption of the relevant resolution by the Management Board of the Bank and approval of candidates with a regional department of the Bank of Russia; adopt the resolution on participation and termination of participation of the Bank in legal entities (other than participation in associations and other unions of commercial entities) if the volume of the Bank s participatory share (the amount of the property contribution) will be or is less than five percent of the authorized or reserve capital (property) of the legal entity; determine the procedure for protection, composition and scope of confidential data to be protected at the Bank; conclude (terminate) a contract for maintenance of a register of shareholders of the Bank with the Bank s Registrar according to the resolution of the Board of Directors; 9

10 accomplish any other powers associated with realization of his/her competence, required to achieve the targets of the Bank pursuant to applicable laws of the Russian Federation, these Articles of Association and internal documents of the Bank other than acts covered by the competence of other management bodies of the Bank Clause of Section 11 shall be stated as follows: The competence of the Management Board of the Bank includes consideration of the following issues associated with current operations of the Bank other than matters covered by the competence of the General Meeting of Shareholders or the Board of Directors of the Bank: ensuring and organization of fulfillment of resolutions of the General Meeting of Shareholders and the Board of Directors of the Bank; preliminary discussion of matters and consideration of draft internal documents to be considered or approved by the General Meeting of Shareholders and the Board of Directors of the Bank other than matters and draft internal documents discussion and consideration whereof may result in a conflict of interest between the management bodies of the Bank, preparation of relevant materials and draft resolutions on such matters; approval of transactions including transactions with credit risk within the authorities determined by the Board of Directors and in accordance with the procedure determined by internal documents of the Bank other than transactions associated with placement by subscription (realization) of ordinary shares in the Bank and transactions associated with placement of issuance securities of the Bank convertible into ordinary shares in the Bank; determination of the level of rates for raised and placed resources according to the market situation; determination and approval of general (standard) conditions of banking operations and transactions including limits, tariffs, rates and fees; determination and approval of the accounting policy of the Bank; organization of development of priority directions of the Bank s business approved by the Board of Directors including organization of preparation of a financial and business plan (the Budget); monthly consideration of results of financial operations of the Bank including information about fulfillment of the financial plan of the Bank by branches; adoption of resolutions on redistribution of funds among items of the cost estimate within the limits of the financial and business plan (the Budget) of the Bank for the current financial year approved by the Board of Directors; formation of regular committees, commissions and boards, approval of Regulations determining their activity, other than internal documents to be approved by the General Meeting of Shareholders or the Board of Directors of the Bank; organization of development and approval of internal documents of the Bank regulating matters associated with current operations of the Bank other than internal documents to be approved by the General Meeting of Shareholders or the Board of Directors of the Bank; preliminary consideration of matters to be approved by the Board of Directors on creation (closure) of branches and opening (closure) of representative offices of the Bank, change of the location of branches and representative offices of the Bank, transfer of a branch of the Bank to the status of an internal division of the Bank, preliminary consideration of Regulations on branches and representative offices of the Bank; adoption of a resolution on opening (closure) and change of the location of internal divisions additional offices, credit and cash units, operational offices, operational cash units outside the front office and other internal divisions provided for by regulations of the Bank of Russia and approval of Regulations on internal divisions of the Bank; adoption of a resolution including a general resolution on classification of loans by groups of risk in cases determined by regulations of the Bank of Russia; 10

11 approval of transactions with real estate (other than property received under accord and satisfaction contracts or in the course of any legal, bankruptcy and enforcement proceedings as fulfillment of obligations under loans provided to legal entities and individuals) aimed at transfer of the ownership right for the relevant property if the transaction value does not exceed one percent of the Bank s capital as of the most recent accounting date preceding adoption of the resolution; approval of internal documents regulating procedure for execution of transactions with the above property; determination of the authorities to take decisions on transactions with credit risk of Deputies Chairman of the Management Board of the Bank, the Credit Investment Committee of the Bank and internal divisions of the Bank, individual authorized employees of the Bank whose competence includes such decision taking according to internal regulations of the Bank, provided that established authorities shall not exceed the authorities stated by the Board of Directors for the Management Board of the Bank; adoption of a resolution on writing off from the balance sheet of the Bank of uncollectible debts, loans and equivalent debts at the expense of created provisions in the amount not exceeding one percent of the Bank s capital as of the most recent accounting date preceding adoption of the resolution of in cases when loans are provided to affiliates or shareholders of the Bank in accordance with regulations of the Bank of Russia and internal documents of the Bank; adoption of resolutions on execution of accord and satisfaction contracts if the amount of the borrower s obligations to the Bank in relation to the provided loan is less than three percent of the Bank s capital as of the most recent accounting date preceding adoption of the resolution and the accord and satisfaction contract (agreement) provides for transfer of property (property right) with the value not exceeding the debt set as of the date of execution of the transaction and discounted by the Bank and in other cases determined by internal documents of the Bank; adoption of resolutions on acceptance of property on the balance sheet of the Bank, on change of the purpose (direction) of use of property received by the Bank under accord and satisfaction contracts or in the course of any legal, bankruptcy and enforcement proceedings as fulfillment of obligations under loans provided to legal entities and individuals, in accordance with internal documents of the Bank; adoption of resolutions on execution of transactions with property received under accord and satisfaction contracts or in the course of any legal, bankruptcy and enforcement proceedings as fulfillment of obligations under loans provided to legal entities and individuals if the amount of the transaction (interrelated transactions) is less than one percent of the Bank s capital as of the most recent accounting date preceding adoption of the resolution, in accordance with internal documents of the Bank; establishment of the amount of powers of Deputies Chairman of the Management Board of the Bank to execute transactions with property received by the Bank under accord and satisfaction contracts or in the course of any legal, bankruptcy and enforcement proceedings as fulfillment of obligations under loans provided to legal entities and individuals, provided that established authorities shall not exceed the authorities stated by the Board of Directors for the Management Board of the Bank; adoption of resolutions on execution of contracts of assignment of rights (claims) with third parties if the amount of liabilities of the borrower (debtor) to the Bank relating to the provided loan does not exceed one percent of the Bank s capital as of the most recent accounting date preceding adoption of the resolution and in other cases determined by internal documents of the Bank; adoption of resolutions on termination of obligations of an individual borrower by waiver of the debt provided that the amount of the borrower s obligations to the Bank in relation to the provided loan is less than one percent of the Bank s capital as of the most recent accounting 11

12 date preceding adoption of the resolution and in other cases determined by internal documents of the Bank; adoption of resolutions not to apply penalties against debtors for overdue credit obligations; approval of internal documents of the Bank regulating the procedure for adoption of resolutions on non-application of penalties against debtors for overdue credit obligations; approval of the Bank s logotype to be registered in accordance with applicable laws of the Russian Federation; organization of placement (withdrawal) of issuance securities of the Bank, determination of the procedure for placement (withdrawal) thereof; approval of the report on results of issue of securities of the Bank; organization of purchase of own shares of the Bank and sale thereof in accordance with resolutions of the Bank s Board of Directors; organization of payment of dividends to shareholders of the Bank according to resolutions of general meetings of shareholders; adoption of the resolution on the interest (coupon) rate on bonds or the procedure for determination thereof; consideration and approval of the issuer s quarterly reports of the Bank; preliminary consideration of reports on the level and condition of bank risks management; establishment of responsibility for fulfillment of resolutions of the Bank s Board of Directors, implementation of the Bank s strategy and policy in relation to organization and performance of internal control, appointment of persons responsible for fulfillment of resolutions of the Bank s Board of Directors; delegation of powers of managers of relevant internal divisions of the Bank associated with development of rules and procedures in the area of internal control and control of implementation thereof; audit of compliance of the Bank s operations with internal documents determining the procedure for performance of internal control and assessment of compliance of contents of such documents with the nature and scale of the Bank s business; consideration of materials and results of regular assessments of internal control effectiveness; application of internal control procedures, establishment of the control system on corrective actions on violations and defects in internal control as well as measures taken to remedy the same, development of internal control procedures together with the Internal Control and Audit Service of the Bank and the Audit Committee of the Bank s Board of Directors; creation of effective information transfer and exchange systems ensuring receipt of necessary data by interested persons. Information transfer and exchange systems include all documents determining the operational policy and procedures of the Bank; interactions with the Bank s Registrar for the purpose of control of maintenance of the shareholder register of the Bank; adoption of a resolution on restoration of dividends not demanded by shareholders within undistributed profit of the Bank; adoption of resolutions on participation and termination of participation of the Bank in legal entities (other than participation in associations and other unions of commercial entities) if the amount of the Bank s participatory share (the amount of the property contribution) will be or is five or more percent of the authorized or reserve capital (property) of the legal entity; ensuring information transparency of the Bank s business for clients, depositors, shareholders of the Bank and other interested persons. Provision of shareholders and their authorized representatives with documents and other information materials provided for by applicable laws of the Russian Federation for familiarization purposes, disclosure of information on 12

13 the Bank s operations in annual reports, issuer s quarterly reports of the Bank, statements of material facts on financial and business operations of the Bank; determination and approval of the amount of the fee for resumption of a lost registered bond of the Bank; establishment and approval of the amount of the fee for production of copies of documents to be provided to shareholders of the Bank on the basis of and in accordance with the procedure determined by the Articles of Association of the Bank, internal documents of the Bank and applicable laws of the Russian Federation; adoption of resolutions on other matters including matters beyond ordinary business operations of the Bank in accordance with applicable laws of the Russian Federation, these Articles of Association and internal documents of the Bank other than matters covered by competence of other management bodies of the Bank Paragraph 1 of Clause of Section 12 shall be stated as follows: The resolution on approval of a major transaction the subject-matter whereof is presented by property with the value of twenty five to fifty percent of the balance sheet value of the Bank s assets, shall be adopted by all the members of the Bank s Board of Directors unanimously without taking into account votes of withdrawn members of the Bank s Board of Directors Clause of Section 15 shall be stated as follows: The Bank shall publish in public sources an annual report (including the balance sheet and profit and loss statement) in such form and within such term as determined by the Bank of Russia after its accuracy is confirmed by an audit firm. 25. Clause of Section 15 shall be supplemented with new Paragraph 22 as follows: For the purpose of keeping information about assets, liabilities of the Bank and movement thereof the Bank shall enter all material operations and other transactions in databases on electronic media ensuring keeping information contained therein for at least five years after the date when such information is entered into databases and shall enable access to such information as of each operational day.. Amendments are introduced on the basis of the resolution of the annual General Meeting of Shareholders of Bank Vozrozhdenie, Minutes No.1 dated June 28, Chairman of the Board of Directors of Bank Vozrozhdenie SIGNATURE D.L. Orlov L.S. SEAL: * BANK VOZROZHDENIE * * Bank Vozrozhdenie * Main State Registration Number * the city of Moscow * * Bank Vozrozhdenie * 13

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