CHARTER of CLOSED JOINT STOCK COMPANY RT-Mobile

Transcription

1 APPROVED: by a resolution of Extraordinary General Shareholders Meeting of OJSC Rostelecom (Minutes No dated 2013) CHARTER of CLOSED JOINT STOCK COMPANY RT-Mobile (issue 1) Moscow 2013

2 Article 1 GENERAL 1.1. Closed Join Stock Company RT-Mobile (hereinafter the Company ) is established in accordance with the Civil Code of the Russian Federation and Federal Law on Joint Stock Companies through reorganization by way of a spin-off from Open Joint Stock Company Long-Distance and International Telecommunications Rostelecom (Main State Registration Number (OGRN) ). Article 2 NAME AND LOCATION OF THE COMPANY 2.1. The full brand name (official name) of the Company in Russian is Закрытое акционерное общество «РТ-Мобайл» The abbreviated brand name (official name) of the Company in Russian is ЗАО «РТ- Мобайл» The full brand name (official name) of the Company in English is Closed Joint Stock Company RT-Mobile The abbreviated brand name (official name) of the Company in English is CJSC RT-Mobile The registered office address of the Company is at 26 Suschevskiy Val Street, Moscow, , Russian Federation. Article 3 THE LEGAL STATUS OF THE COMPANY 3.1. The Company is a for-profit organization. By its type the Company is a closed joint stock company established for an indefinite term. The legal status of the Company, arrangements for its activities, reorganization and liquidation, as well as rights and duties of the Company shareholders shall be determined by the Civil Code of the Russian Federation, the Federal law of the Russian Federation "On Joint Stock Companies, other legal acts of the Russian Federation adopted by appropriate state bodies within their competence, and by this Charter. In the event that the applicable effective laws of the Russian Federation are further amended or supplemented, this Charter will remain effective in all respects and to the extent not contradicting the binding provisions thereof. In respect of matters not covered by this Charter, the Company shall be guided by applicable laws of the Russian Federation The Company is a legal entity and owns separate property, reflected on its independent balance sheet, is entitled to gain and exercise material and personal non-property rights, incur obligations, act as defendant and plaintiff in courts. The Company has a round corporate seals showing its full official name in the Russian language and indicating its domicile, as well as other seals containing appropriate duly defined inscriptions, stamps and letterheads bearing its official name, its own sign, duly registered trademark and other means of visual identification Branches and other structural units of the Company shall be allowed to have an official round seal bearing the full name of the Company, that of the relevant branch, structural unit in Russian and showing the place of the Company registration, as well as other seals with duly defined inscriptions, appropriate stamps and letterheads, laid out according to the common corporate style, and information regarding the existence of round seals to be stated in the relevant Regulations on corresponding branches and structural units. The Company shall be entitled to duly open bank accounts in the Russian Federation and beyond. 2

3 3.3. The Company shall be liable for its obligations with all property owned by it, that may be subject to attachment under applicable laws of the Russian Federation. Shareholders shall not be liable for the Company obligations and bear the risk of losses related to the Company activities within the limits of the value of shares owned by them. Shareholders who failed to pay up for their shares in full shall be jointly liable for the Company obligations within the unpaid value of shares owned by them The Company shall not be liable for obligations of its shareholders, and shareholders shall not be liable for the Company obligations either For the purposes of implementation of the state policies, social, economic and tax policies the Company shall be responsible for keeping documents (management, financial, business documents, personnel related documentation, etc.), shall ensure submission for preservation by the state of documents of scientific and historical importance, duly store and use according to established rules staff related documents, as well as personal data of the Company employees. Article 4 GOALS AND TYPE OF THE COMPANY ACTIVITIES 4.1. The goal of the Company activities is to generate profit The core activities of the Company shall be: activities in the field of telephony and transmission of messages by means of telecommunications Activities in the field of telephony include: - activities in the field of international telephony; - activities in the field of domestic long-distance telephony; - activities in the field of intra-area telephony; - activities in the field of local (urban and rural) telephony; - activities in the field of mobile wireless communications, including satellite communications, cellular communications, trunking, personal radio paging, etc.; - activities in the field of radio communications; - activities in the field of fixed satellite communications Activities in the field of message transmission by means of telecommunications include: - activities in the field of telegraphy; activities in the field of telematic services: facsimile transmissions, message handling service and electronic mail, teleconference service, information inquiry service, including directory service and access to information resources, voice communications service, voice transmission using packet communications; - activities in the field of data transmission and exchange of information between personal computers, provision of access to global computer networks and storage capacities to reside information in them Activities in the field of television and sound program transmission (relaying) and distribution Other activities in the field of telecommunications, inclusive of: - telecommunications networks operation and maintenance; - provision of telecommunications circuits for lease; - control over telecommunications systems and facilities, as well as over radio electronic devices, high-frequency devices of various users and production management communications networks; - provision of regulation for using radio frequencies designed for central and non-central purposes and radio electronic devices (high-frequency devices) designed for civil use Provision of installation, repair and maintenance services for professional radio-television equipment, sound recording and reproducing equipment and video hardware Execution of general construction works to install trunk pipeline, telecommunications links and electric power lines. 3

4 Execution of general construction works to install local pipelines, telecommunications links and electric power lines, including associated auxiliary works Execution of electric assembly works Manufacturing of transmission hardware, hardware for wire-line telephony and telegraphy Manufacturing of components for television and radio transmission hardware, telephony or telegraphy electric hardware Provision of installation, repair and maintenance services for television and radio transmitters Retail sale of telecommunications equipment Retail sales through teleshops and computer networks (electronic trade, including Internet) Sale conditioning, purchase and sale of own real estate Inventory accounting and stock taking activities related to real estate Consulting related to computing hardware: Design and development of software and consulting in this field Activities to create data bases and information resources Pursuing other type of economic activities not contradicting the Russian legislation The Company may pursue types of activities listed in the Federal Laws only subject to receiving a special permit (license). In the event the conditions of issuing a special permit (license) to pursue a specific type of activities contain a requirement that such type of activities is allowed to pursue on an exclusive basis only, the Company within the validity term of such permit (license) shall not be entitled to perform other type of activities, besides activities stipulated in the relevant special permit (license) and inherently associated with them Types of activities to be pursued by the Company shall not be limited by those mentioned in this Charter. Transactions with scopes beyond the activities identified in this Charter, but not contradicting to effective legislation shall not be invalid. Article 5 BRANCHES AND REPRESENTATIVE OFFICES OF THE COMPANY 5.1. The Company shall be entitled following duly established procedures to set up branches and open representative offices both in the territory of the Russian Federation and beyond it Branches and representative offices of the Company shall operate in accordance with respective Regulations approved by a General Shareholders Meeting of the Company. Chief Executives of branches and representative offices shall act on the basis of powers of attorney issued by the Company. Article 6 CHARTER CAPITAL AND SHARES OF THE COMPANY 6.1. The Charter Capital of the Company determines the minimal amount of the Company property providing security for the interests of the Company creditors The Charter Capital of the Company shall amount to (one hundred thousand) rubles and is determined as the sum of nominal values of 100 (one hundred) ordinary registered shares purchased by shareholders. The par value per share shall be 1000 (one thousand) rubles All placed shares of the Company are owned by a sole shareholder, namely, Open Joint Stock Company Long-Distance and International Telecommunications Rostelecom (OGRN ) The Company may issue ordinary registered shares to be distributed among shareholders or among prior defined persons Following a resolution passed by a General Shareholders Meeting the Company may increase its Charter Capital through increasing the par value of shares or by placing additional shares. 4

5 6.4. Additionally issued shares and other issued securities of the Company to be placed by subscription shall be placed subject to payment for them in full Payment in respect of additional shares of the Company to be placed by subscription shall be at a price to be determined (or the procedure to determine such price should be identified) by a General Shareholders Meeting of the Company in accordance with Article 77 Federal Law On Joint Stock Companies, but not lower than their par value The placement price of additional shares placed among the Company shareholders while exercising by them their pre-emptive right to purchase can be lower that the placement price of shares placed among other persons but not more than by 10 percent Placement of shares through a private subscription shall be subject to a resolution adopted by a General Shareholders Meeting to increase the Charter Capital of the Company by placement of additional shares to be passed a majority of three fourths of votes of shareholders owners of voting shares participating in the relevant General Shareholders Meeting Payments in respect of additional shares of the Company can be made in cash funds, securities, other valuable things or property rights, or by other rights having a monetary value If payments in respect of additional shares are made by non-cash funds the valuation of property contributed as payment for shares shall be made by a General Shareholders Meeting of the Company in accordance with Article 77 of the Federal Law On Joint Stock Companies If payments in respect of additional shares are made by non-cash funds, an independent appraiser shall be engaged in order to determine the market price valuation of such property. The monetary valuation of the price of the property made by a General Shareholders Meeting of the Company shall not be higher than the valuation amount identified by the relevant independent appraiser The payment method in respect of additional shares shall be identified by a decision about their placement The Company, following a resolution passed by a General Shareholders Meeting shall be entitled to decrease the Charter Capital through reducing the par value of shares or decreasing their total number, including a decrease implemented by a purchase of a portion of shares, in cases identified by the Federal Law On Joint Stock Companies. A decision to decrease the Charter Capital by reducing the par value of the Company shares shall be adopted by a General Shareholders Meeting of the Company by a majority of three fourths of votes of shareholders owners of voting shares, participating in the relevant General Shareholders Meeting of the Company Other grounds and arrangements for changes in the Charter Capital shall be governed by the effective legislation of the Russian Federation. Article 7 THE COMPANY SHAREHOLDERS. RIGHTS AND DUTIES 7.1. Each ordinary share of the Company shall grant to its holder the same rights as any other holder of ordinary shares has Each holder of ordinary registered shares of the Company shall be entitled: to participate in General Shareholders Meetings of the Company as provided for by effective legislation of the Russian Federation;to receive dividends as provided for by effective legislation of the Russian Federation and this Charter, in the event that dividends are declared by the Company; to receive a portion of the Company property remaining after the Company is liquidated pro rata to the number of shares owned by him/her; to have an access to documents listed in par. 1 Article 89 of the Federal Law On Joint Stock Companies, according to procedure stipulated by Article 91 of the said Law; to request from the Company registrar to issue a confirmation of the shareholder s rights for shares by providing an extract from the Register of Shareholders of the Company; 5

6 to receive from the Company register information regarding all entries recoded in the shareholder s account, as well as other information identified by legal acts of the Russian Federation, setting forth provisions for maintaining shareholders register; to dispose of shares owned by him/her without consent of other shareholders or the Company itself; to defend his/her violated civil rights in courts in cases stipulated by effective legislation of the Russian Federation, and inter alia claim damages from the Company; to demand a buyback by the Company of all or a portion of shares owned by the relevant shareholder, in cases and according to a procedure set forth in effective legislation of the Russian Federation; to sell shares to the Company, if the Company adopted a decision to purchase such shares; to request from the Company an extract from the list of persons eligible to participate in a General Shareholders Meeting, containing information about the shareholder in question A shareholder owning over 1 percent of the Company voting shares shall be entitled to request from of the Company Registrar information about names (designations) of shareholders recorded in the Shareholders Register, and about quantity, type and nominal value of shares owned by them (this information is to be provided without specifying addresses of shareholders) Shareholders (a shareholder) owning in total at least 1 percent of placed ordinary shares of the Company shall be entitled to file a suit against the General Director of the Company, as well as against the managing company or manager to claim damages suffered by the Company as result of malicious acts (omissions) of abovementioned persons Shareholders holding on aggregate at least 1 percent of votes at a General Shareholders Meeting shall be entitled to request that the Company provide the list of persons eligible to take part in the Meeting, with document details and mailing addresses of individuals included in the list being provided subject to their consent only Shareholders (a shareholder) holding on aggregate at least 2 percent of votes at a General Shareholders Meeting shall be entitled to introduce agenda items into the agenda of the Annual General Shareholders Meeting and put forward candidates to the governing and controlling bodies of the Company, to be elected by General Shareholders Meetings Shareholders (a shareholder) owning on aggregate at least 10 percent of the Company voting shares shall be entitled to request that the Company General Director convene an Extraordinary General Shareholders Meeting Shareholders (a shareholder) owning on aggregate at least 10 percent of the Company voting shares shall be entitled to request at any time an inspection of the Company financial and business operations Shareholders (a shareholder) owning on aggregate at least 25 percent of the Company voting shares shall be entitled to have access to and receive copies of the Company accounting documents and minutes of meetings of the Company governing bodies Shareholders owning the Company ordinary registered shares shall have other rights stipulated by effective legislation of the Russian Federation, and by this Charter Any shareholder owning the Company ordinary registered shares shall: duly inform the Company Registrar about any changes in his/her details; not disclose confidential information regarding the Company activities Shareholders owning the Company ordinary registered shares shall have other duties stipulated by effective legislation of the Russian Federation. Article 8 PROPERTY AND FUNDS OF THE COMPANY 8.1. The Company shall be the owner of its property. The Company shareholders shall not have any ownership rights in respect of the property contributed to the Charter Capital of the Company. 6

7 8.2. The Company shall enjoy in accordance with legislation of the Russian Federation free possession, use and disposal of the property owned by it Major and related party transactions shall be made by the Company subject to approval by a General Shareholders Meeting of the Company, in compliance with requirements of legislation of the Russian Federation The Company property shall be composed of fixed and current assets, as well as of other property to be posted on the Company s own balance sheet. The sources of the Company property, revenues, gross and net profit shall be generated according to procedure stipulated by legislation of the Russian Federation The Company net asset value shall be posted according to accounting data as stipulated by legislation of the Russian Federation The Company profit remaining after payments of taxes and other mandatory payments to the state budget shall be available for the Company disposal Profit available for the Company disposal shall be appropriated to replenish the Company funds, pay dividends, develop the Company and for other purposes stipulated by legislation of the Russian Federation, this Charter and the Company internal documents. Losses suffered by the Company shall be covered at the expense of the Company property as provided for by legislation The Company shall establish a reserve fund amounting to 5% of the Company Charter Capital, by allocating annually 5% of the Company net profit until the reserve fund reaches the abovementioned amount. The reserve fund shall be applied to cover the Company's losses, as well as to redeem the Company bonds and buyback its shares if other funds are unavailable. Article 9 DISPOSAL OF THE COMPANY SHARES 9.1. Shareholders of the Company shall be entitled to sell or otherwise dispose of shares owned by them Shareholders of the Company shall enjoy a pre-emptive right to acquire shares to be sold by other shareholders of the Company, at a price offered to a third person, pro rata to the number of shares owned by each of the buying shareholders. The Company shall also have a pre-emptive right to purchase shares offered for sale by its shareholders, if shareholders failed to exercise their pre-emptive right to purchase shares A shareholder of the Company, intending to sell his/her share of the Company to a third person shall provide a written notice to the Company about a disposal of shares stating the subject of the transaction, price and other terms and conditions of the sale of shares. The Company General Director shall not later than within ten days after receipt of the seller notice notify all the Company shareholders in writing about terms and conditions of the contemplated transaction. Notification of the Company shareholders shall be at the expense of the shareholder intending to sell his/her shares The term allocated for exercising the pre-emptive right of the Company shareholders shall be 30 days after such notification. The term to exercise this right shall be terminated if before its expiry notices in writing are received from all the Company shareholders stating the fact of exercising the right or refusal to exercise the pre-emptive right If shareholders fail to exercise their pre-emptive right to buy the Company shares subject to disposal, the Company shall gain the pre-emptive right to buy these shares before third persons do this. The term to exercise this pre-emptive right by the Company shall expire after 50 days since the receipt by the Company of the relevant seller s notice Shares acquired by the Company shall be reflected in its balance sheet. Within a year the Company must either sell the shares to other shareholders and/or third persons, or cancel the shares with the associated reduction of the Charter Capital, if it is allowed by effective legislation of the Russian Federation. In the course of this period the shares reflected in the Company balance sheet shall not be taken into account for determination of quorum at General Shareholders Meetings, nor give the right to vote, nor accrue any dividends. 7

8 9.7. If a sale of shares violated the pre-emptive right to purchase shares, any shareholder of the Company or the Company shall be entitled within three months after the moment when the shareholder or the Company became aware or should have become aware of such violation to demand in a court action that the seller s rights and obligations should be re-assigned to them. No assignment of such pre-emptive right shall be allowed Transfer of shares in the course of inheritance and in other cases of legal succession shall be effected as stipulated by provisions of the Russian Civil Law. In such cases no consent of other shareholders shall be required, nor will such consent be required for completion of other deals with the Company shares where no consideration is required A new buyer of shares shall provide all details about himself/herself required for recording them in the Register of Shareholders. Article 10 DIVIDENDS OF THE COMPANY The Company is entitled to make a decision on (to declare) payments of dividends associated with placed shares based on the results of the first quarter, half a year, nine months of a fiscal year and/or upon results of a whole fiscal year, unless otherwise is provided for in the Federal Law On Joint Stock Companies. A decision to pay (to declare) dividends upon results of the first quarter, half a year, nine months of a financial year can be made within three months after the end of the relevant period. The Company after-tax profit (its net profit) shall be the source of dividend payments. The Company net profit shall be determined according to the Company accounting reports A decision to pay (declare) dividends shall be made by the General Shareholders Meeting. Such a decision shall specify the dividend amount per each type (category) of shares, form of payments, procedure for remittance of dividends, cut-off date for identifying persons eligible to receive dividends The cut-off date for identifying the persons eligible to receive dividends in accordance with the decision to pay (declare) dividends shall be set before making such a decision or later than 20 days after such a decision was made The payment term for making dividend payments to a nominal holder and trustee being a professional participant in securities market, who are registered in the Register of Shareholders, shall not exceed 10 business days after the cut-off date for determination of person eligible to receive dividends, and shall not be longer than 25 business days after the cut-off date in respect of dividend payments to other persons recorded in the Register of Shareholders. The relevant decision on payment (declaration) of dividends may set a shorter dividend payment term Dividends shall be payable to those persons who were owners of shares of a respective type (category), or persons exercising rights on these shares in accordance with federal laws, as at the end of business on the cut-off date on which according to the decision to pay dividends persons eligible to receive dividends are determined Dividends declared by the Company may be paid in cash funds or in another form of property, if the relevant General Shareholders Meeting of the Company decided to pay dividends in another form of property. The General Shareholders Meeting decision on the dividend payments in another form of property shall indicate the specific property of the Company allocated to dividend payments Dividend payments in cash funds shall be made by remittance by the Company or upon the Company s instructions by the Registrar, maintaining the Register of the Company shareholders, or by lending institutions Dividend payments in cash funds to shareholders whose rights on shares are recorded in the Register of Shareholders of the Company shall be made by mail order or subject to a relevant statement of such persons by remittance of cash funds to their bank accounts, while dividend payments to other persons whose rights on shares are recorded in the Company s Register of Shareholders shall be made by remittance of cash funds to their bank accounts. The Company s obligations to pay dividends to the abovementioned persons shall be deemed discharged as of date when the relevant remittance amount 8

9 was accepted by a federal post organization or received by the lending institution where the relevant bank account of a person eligible to receive such dividends is opened Persons eligible to receive dividend payments whose rights on shares are recorded with a nominal shareholder shall receive dividends in cash funds following a procedure stipulated by legislation of the Russian Federation on securities A person who failed to receive declared dividends due to lack of accurate and required address information or bank details available to the Company or Registrar, or due to other creditor s delay shall be entitled to demand payments of such dividends ( unclaimed dividends ) within three years after the decision to pay the dividends was taken. The term for filing a demand to pay unclaimed dividend shall not be reinstated if expired, other than in the cases where the person eligible to receive the dividends failed to file such demand because he/she was subjected to violence or threat. Upon expiry of this period the declared and unclaimed dividends shall be restated into the undistributed profit of the Company, and the obligation to pay them shall be terminated While adopting a decision on (declaring) dividend payments the Company shall be guided by limitations established by the Federal Law On Joint Stock Companies. Article 11 REGISTER OF SHAREHOLDERS AND REGISTRAR OF THE COMPANY The Company shall ensure keeping and safeguarding of the Register of Shareholders of the Company in accordance with requirements stipulated by effective legislation and other legal acts of the Russian Federation. The Register of Shareholders shall contain information about each registered person, quantity and category of shares registered to each shareholder s name, other data as identified in legal acts of the Russian Federation A person registered in the Register of Shareholders shall duly and timely inform the Registrar of the Company about changes in his/her data. In the event of his/her failure to provide information about the changes the Company shall not be held liable for damages caused by the failure Making an entry in the Register of Shareholders shall be effected at a shareholder s request not later than three days after submission of documents as provided for by regulatory and legal acts of the Russian Federation The Register of Shareholders of the Company shall be kept by a professional securities market participant (the Registrar), performing register keeping activities on an exclusive basis and holding a specific license to pursue such activities Making entries in Register of Shareholders and refusals to make entries shall be subject to reasons and procedure set forth in regulatory and legal acts of the Russian Federation. A refusal to make an entry in the Register of Shareholders can be appealed in court The Registrar shall confirm the rights of shareholders or nominal holders at their request by issuing an extract from the Register of Shareholders. Article 12 THE COMPANY GOVERNING BODIES Management of the Company s activities shall be performed by its bodies: General Shareholders Meeting of the Company, also performing functions of the board of directors (supervisory board) of the Company; the General Director of the Company. Article 13 GENERAL SHAREHOLDERS MEETING OF THE COMPANY 9

10 13.1. General Shareholders Meeting shall be the supreme governing body of the Company The following matters shall be referred to the authority of the General Shareholders Meetings: introducing amendments and supplements to the Charter of the Company or approving a new issue of the Charter; the Company reorganization; the Company liquidation, appointment of a liquidation commission, approval of an interim and final liquidation balance sheets; electing the General Director, and early termination of his/her authorities and the relevant employment contract; approving terms and conditions of (addenda to) the contract concluded with the General Director of the Company, as well as: approving quarterly and annual key performance indicators of the Company for the purposes of bonus payments to the General Director, if the contract (addenda to it) concluded with him/her provides for taking into account such indicators for payments of bonuses to the General Director; making a decision to pay an additional one-off allowance in the event of a maiming, injury or other harm to the health suffered by the General Director in connection with performance of his/her job duties, or in connection with an occupational disease, if it prevents the General Director from performing his/her duties, insofar as in accordance with the contract (or addenda) signed with the General Director the Company is entitled to effect such payments; making a decision to pay an additional one-off allowance payable to the General Director s family in the event of his/her death during the term of his/her employment contract, alongside the payments provided for by legislation, insofar as in accordance with the contract (or addenda) signed with the General Director the Company is entitled to effect such payments making a decision to assign authorities of a sole person executive body of the Company to a managing organization or manager; identifying (changing) functional units within the organizational structure directly reporting to the General Director of the Company and his/her Deputies (except structures of branches and representative offices of the Company) determination of the quantities, nominal values, categories of the declared shares and rights vested by these shares; increasing the Charter Capital of the Company by an increase of the nominal value of the Company shares; increasing the Charter Capital of the Company by placement of additional shares of the Company; decreasing the Charter Capital of the Company by reducing the nominal value of the Company shares; decreasing Charter Capital of the Company through acquisition by the Company of a portion of shares to reduce their total number, as well as by cancelling acquired or repurchased shares of the Company, remaining unsold by the Company during one year after their purchase or buyback; electing the controller and early termination of his/her authorities; determination of a remuneration payable to the controller; determination of remunerations payable to experts engaged on a paid-for-basis to be involved in an inspection conducted by the Controller; approving the Auditor of the Company and determination of a remuneration payable for its services; payment (declaration) of dividends upon results of the first quarter, half a year, nine months of the relevant fiscal year; approving annual reports, annual financial statements, including profit and loss account (income statement) of the Company, as well as distribution of profits (including payments (declaration) of 10

11 dividends, except the profits distributed as dividends upon results of the first quarter, half a year, nine months of the relevant fiscal year) and loss of the Company upon results of a fiscal year; determination of the rules of procedure for conducting General Shareholders Meetings; share splits and consolidation; taking decisions to approve related party transactions in cases provided for in Chapter XI of the Federal Law On Joint Stock Companies; taking decisions on approval of major deals in cases provided for in Chapter X of the Federal Law On Joint Stock Companies; acquisition by the Company of placed shares in cases provided for by the Federal Law On Joint Stock Companies; taking decision on membership in financial and industrial groups, associations and other alliances of commercial organizations, and on participation, changing the participation interest or termination of the Company participation in other entities; approving internal documents regulating the functioning of the Company bodies; approving the Regulations on sourcing of goods, works and services; identifying the priority areas of the Company development, including approval of an annual budget of the Company, medium- and long-term financial and business plans the Company, the Company development strategies and programs, revisions of these documents, review of their implementation results; appropriations of the reserves and other funds of the Company; placements by the Company of shares, bonds and other issued securities in cases provided for by the Federal Law On Joint Stock Companies; approving decisions to issue securities; determination of the price (monetary valuation) of property items, placement price or the procedure to determine it and buyback price of issued securities in cases provided for by the Federal Law On Joint Stock Companies; acquisition of bonds and other securities placed by the Company, in cases provided for by the Federal Law On Joint Stock Companies; consent to concurrently holding by the General Director management positions in other organizations, permitting the General Director to be employed by another employer during his term in office in the Company; establishing branches and opening representative offices; approving the Company Registrar and terms and conditions of the contract with the Registrar, termination of the contract; making a decision on reimbursement at the Company s cost of expenses incurred in preparation and holding of an Extraordinary General Shareholders Meeting of the Company; provisionally approving transactions to be concluded within the scope of CAPEX budgetary items, if conclusion of such deal would result in exceeding by over 10% the total CAPEX amount planned in accordance with approved budget of the Company; provisionally approving deals, or several interconnected deals related to receiving (acceptance of) consulting services (including information provision services (information gathering and processing), marketing research (surveys), financial consulting, legal advisory services, accounting consulting, business process streamlining consulting) amounting to over 3,000, (three million) rubles; provisionally approving deals involving acquisition, disposal or possible disposal directly of indirectly by the Company of a property valued at from 0.5 to 25 percent of the total asset book-value of the Company, determined according to the Company financial statements as at the latest reporting date; provisionally approving deals involving granting or receiving loans by the Company; provisionally approving deals constituting issue of guarantees (sureties) for third parties obligations, pledge or other encumbrance of property; provisionally approving deals with lending organizations (including deposit agreements, bank account agreements, bank account opening agreements) to be concluded with lending organizations where the Company already has open bank accounts; 11

12 determining the Company position on matters referred to the powers of general meetings of members of for-profit organizations where the Company is the sole member having voting rights at a general meeting of members; determining the Company positions on matters referred to the powers of general meetings of members of for-profit organizations where the Company is a member, when decisions are taken on issues resulting in the termination of the Company membership in such organizations, changes in its participation interest, changes in the quantity of par value of shares owned by the Company; taking a decision on filing a listing application related to the listing of the Company shares and (or) issued securities of the Company convertible into its shares; taking a decision on filing a delisting application related to the Company shares and (or) issued securities of the Company convertible into its shares; deciding on other matters provided for by the Federal Law On Joint Stock Companies and this Charter Resolution of a General Shareholders Meeting on an issue put for voting shall be passed by a majority of votes of shareholders-owners of voting shares of the Company, taking part in Meeting, unless otherwise is provided for by the Federal Law On Joint Stock Companies. Voting at General Shareholders Meetings shall be based on the principle of "one voting share of the Company, one vote". Resolutions on the matters referenced in subparagraphs , , , of this Charter shall be passed at a General Shareholders Meeting by a majority of three fourths of votes of shareholders-owners of voting shares taking part in the General Shareholders Meeting. Resolution on the issue identified in subparagraph of the Charter shall take effect provided that the total number of shares for which buyback requests were submitted does not exceed the number of shares that can be bought back the Company given the restrictions set forth in par. 5 Article 76 of the Federal Law On Joint Stock Companies. No General Shareholders Meeting shall pass resolutions on matters not referred to its powers by the Federal Law On Joint Stock Companies and this Charter. The General Director of the Company shall make a decision to hold a General Shareholders Meeting and approve its agenda The Company shall hold every year its Annual General Shareholders Meeting. Annual General Shareholders Meeting shall be held no earlier than four months and not later than six months after the end of the relevant fiscal year. The following matters shall be decided on at an Annual General Shareholders Meeting: electing the Company controller, approving the Company auditor, approving the annual report, annual financial statements, including profit and loss account (income statement) of the Company, as well as distribution of profit (including dividend payments (declaration)) allocation of losses of the Company upon results of the fiscal year, and other matters referred to the power of General Shareholders Meetings can be decided Shareholders (a shareholder) owning on aggregate at least 2 percent of the Company voting shares shall be entitled to put forward issues to be included in the agenda of an Annual General Shareholders Meeting and propose a candidate for the office of the Controller of the Company. Such proposals shall be delivered to the Company not later than 60 days after the end of the relevant fiscal year Any other General Shareholders Meeting besides Annual General Shareholders Meetings shall be extraordinary. An Extraordinary General Shareholders Meeting shall be held pursuant to a decision taken by the General Director of the Company on his/her own initiative, at a request of the Company Controller, the auditor of the Company, or shareholders (a shareholder) owning at least 10 percent of voting shares of the Company on the date of submitting such a request. The General Director of the Company shall convene an Extraordinary General Shareholders Meeting, to be held at the request of the Company Controller, the auditor of the Company, or shareholders (a shareholder) owning at least 10 percent of voting shares of the Company. 12

13 13.7. An Extraordinary General Shareholders Meeting, to be held at the request of the Company Controller, the auditor of the Company, or shareholders (a shareholder) owning at least 10 percent of voting shares of the Company, shall be held within 40 days after the relevant request to hold an Extraordinary General Shareholders Meeting was submitted A list of person eligible to take part in a General Shareholders Meeting shall be compiled on the basis of the entries in the register of shareholders of the Company. The date of compiling the list of persons eligible to take part in the relevant General Shareholders Meeting (the cut-off date ) shall be a date not earlier than the date of taking a decision to hold the General Shareholders Meeting, not more than 50 days before the date of such Meeting, and not later than 85 days before the date of the General Shareholders Meeting in the cases identified in paragraph 2 Article 53 of the Federal Law On Joint Stock Companies. In the event of holding an Extraordinary General Shareholders Meeting by absentee voting the date of compiling the list of persons eligible to take part in the General Shareholders Meeting shall be a date not later than 35 days before the scheduled date of the General Shareholders Meeting A notice of holding a General Shareholders Meeting shall be given at least 20 days before the scheduled date of the Meeting. Within a specified timeline a notice of a General Shareholders Meeting shall be sent by registered mail or delivered in person against signature to everyone featuring on the list of persons eligible to take part in the General Shareholders Meeting. In the event that a nominal holder is registered in the register of shareholders of the Company, a notice of General Shareholders Meeting and information (materials) to be made available to persons eligible to take part in General Shareholders Meeting during preparation for holding General Shareholders Meeting shall be sent to the nominal holder in question in an electronic from (in the form of electronic documents signed by an electronic signature). Each nominal holder shall make his/her depositors aware of the notice of General Shareholders Meeting and advise of the information (materials) received by him/her according to this paragraph, pursuant to a procedure and within timelines identified in regulatory and legal acts of the Russian Federation or in the agreement with the depositor The following information (materials) shall be provided to persons eligible to take part in a General Shareholders Meeting, pursuant to the procedure and at the address (addresses) identified in the notice of the General Shareholders Meeting: annual accounting statements, including the auditor s opinion, the statement of the Controller of the Company upon the results of the inspection of the annual financial statements, information about candidates for the office of the Controller of the Company, draft amendments and additions to be introduced to the Charter of the Company, or a draft new issue of the Charter of the Company, draft internal documents of the Company, draft other documents to be adopted by draft resolutions of the General Shareholders Meeting, draft resolutions of the General Shareholders Meeting, any other information (materials) required to be made available in accordance with current legislation, any other information (materials) pertaining to decision making on the agenda items of General Shareholders Meeting included by the General Director of the Company in the list of information (materials) to be provided to shareholders during preparation of the General Shareholders Meeting A General Shareholders Meeting shall be legally qualified (quorum shall be achieved) if shareholders owning on aggregate over half of the votes assigned to placed voting shares of the Company took part in the Meeting. Shareholders who registered for participation in the General Shareholders Meeting shall be deemed taking part in it. Shareholders whose ballots for voting were received before the deadline for accepting ballots shall be deemed participating in a relevant General Shareholders Meeting conducted by absentee voting If there are agenda items of a General Shareholders Meeting on which different categories of voters are eligible to vote, presence of a quorum for adopting a decision on such items shall be determined separately for each such item, with lack of a quorum for adopting decision on an issue on 13

14 which one category of voters is eligible to vote shall not prejudice adoption of decisions on other issues where another category of voters is eligible to vote and the quorum is present If a quorum is not present to hold a General Shareholders Meeting a second General Shareholders Meeting with the same agenda shall be held. Lack of quorum required to hold an Extraordinary General Shareholders Meeting may results in holding another Extraordinary General Shareholders Meeting with the same agenda. A second General Shareholders Meeting shall be valid (quorum is present) if shareholders holding on aggregate at least 30 percent of votes assigned to placed voting shares took part in the Meeting. A notice about holding a second General Shareholders Meeting and distributing (delivery) of voting ballots shall occur not later than 20 days before the date of the second General Shareholders Meeting. A notice of a second General Shareholders Meeting with the Company reorganization on the agenda shall be given not later than 30 days before the date of the second General Shareholders Meeting. If a second General Shareholders Meeting is to be held less than 40 after an invalid General Shareholders Meeting the persons eligible to take part in the second General Shareholders Meeting shall be identified in accordance with the list of persons who were eligible to take part in the invalid General Shareholders Meeting A shareholder elected for this purpose by a majority of shareholders (representatives of shareholders) owners of voting shares attending a General Shareholders Meeting shall be the Chairperson of the General Shareholders Meeting Other matters related to preparation and holding of Annual and Extraordinary General Shareholders Meetings including the rules of order for running Annual and Extraordinary General Shareholders Meetings shall be set forth in the Regulations on General Shareholders Meetings of the Company, to be approved by a General Shareholders Meeting The Secretary of the General Shareholders Meeting to be appointed by the General Director of the Company shall perform the functions of the vote counting commission. If a Registrar is approved in the Company, it may be directed to perform those functions. The person functioning as the vote counting commission shall verify the powers of and register persons participating in the General Shareholders Meeting, determine the quorum of the General Shareholders Meeting, clarify matters arising in connection with the exercise by shareholders (or their representatives) of voting rights at the meeting, clarify the voting procedure on issues to be voted on, ensure that the established voting procedure and rights of shareholders to participate in voting are honored, tally the votes, sum up the voting results, draw up the minutes of the voting results, submit voting ballots to the archives and perform other functions provided for hereunder In the event that all voting shares of the Company are owned by a sole shareholder, decisions on issues referred to the powers of the General Shareholders Meeting shall be adopted solely by this shareholder and executed in writing. In this case provisions of Chapter VII of the Federal Law On Joint Stock Companies stipulating procedure and timelines for preparation, convening and holding of a General Shareholders Meeting shall not apply with the exception of provisions related to timelines of holding a General Shareholders Meeting. Article 14 GENERAL DIRECTOR OF THE COMPANY The Company s General Director shall be the sole person executive body of the Company performing day-to-day running of the Company s operations The General Director shall be elected and dismissed from office by a General Shareholders Meeting of the Company. The General Director s term in office shall be 2 (two) years The General Director shall report to the General Shareholders Meeting. Decision taken by General Shareholders Meetings within their powers shall be binding for the General Director. 14

15 14.4. The General Director shall ensure implementation of the decision taken by General Shareholders Meetings, run current operations of the Company and bear responsibility for the results of the Company s activities Powers and duties and liability of the General Director shall be determined by the Federal Law On Joint Stock Companies, other regulatory acts of the Russian Federation, the Charter of the Company and agreement concluded by the Company with the General Director to be signed on behalf of the Company by the Chairperson of the relevant General Shareholders Meeting at which the General Director is elected, or by other person empowered by the General Shareholders Meeting General Shareholders Meeting shall be entitled to early terminate the General Director s powers at any time. Relations between the Company and its General Director shall be governed by the labor legislation of the Russian Federation to the extent where it is not in conflict with provisions of the Federal Law On Joint Stock Companies The General Director of the Company shall be fully empowered and authorized to manage and run the Company s current operations and resolve related issues, not referred to powers of General Shareholders Meetings of the Company Matters related with convening and holding General Shareholders Meetings of the Company shall fall within the General Director s powers The General Director without a Power of Attorney and to the extent of his/her authorities shall execute all actions on behalf of the Company, including: representing the Company s interest in all organizations, bodies and institutions both in the Russian Federation and abroad; ensuring implementation of decisions taken by General Shareholders Meetings; completing deals on behalf of the Company; issuing orders, directives and instructions to be mandatorily obeyed by all the Company s employees; disposing of the Company property to the extent identified hereunder and by the Federal Law On Joint Stock Companies; determining the Company organizational chart, approving rules, internal regulations of the Company and setting forth remuneration frameworks; approving staff schedules of the Company, its branches and representative offices; hiring and dismissing employees, appointing and dismissing his/her deputies, heads of branches and representative offices; rewarding and rebuking the Company s employees; opening current accounts, currency and other bank accounts of the Company; arranging general and tax accounting and reporting, ensuring storage of accounting documents, accounting registers and reports; undertaking measures to ensure integrity of trade secrets and confidential information connected with the Company; issuing powers of attorney for completion of any transactions on behalf of the Company, including those providing the right of assignment; to the extent of his/her authorities approving internal documents, including those regulating roles of internal structural units of the Company; exercising other authorities required to run the Company s current operations, not referred to the powers of General Shareholders Meetings. Article 15 CONTROLLING THE COMPANY FINANCIAL AND BUSINESS OPERATIONS The Company Controller shall be elected by a General Shareholders Meeting for the purpose of controlling the Company financial and business operations (hereinafter the Controller ) The Controller s powers may be early terminated upon a resolution of a General Shareholders Meeting. 15

16 15.3. In the event of early termination of the Controller s powers the authority of the newly appointed Controller shall be effective until the next General Shareholders Meeting The Controller in accordance with the Federal Law On Joint Stock Companies shall: perform inspections of the Company financial and business operations upon results of activities over a year, and at any time on his/her initiative, following a decision of a General Shareholders Meeting or at a request of a shareholder (shareholders) of the Company owning on aggregate at least 10 percent of voting shares of the Company; confirm true and accurate nature of the data contained in a annual report of the Company, annual accounting statements and other reports, and other financial documents of the Company; report about any revealed during inspections violations of accounting and financial reporting rules stipulated by legal acts of the Russian Federation, and of legal acts of the Russian Federation in the course of financial and business operations The following fall into the Controller s powers: inspecting and analyzing the Company s financial position, its solvency, internal control functioning and performance of financial and operation risk management system, asset liquidity, gearing ratio performance; inspection of timely and accurate nature of settlements of accounts with counterparties, the budget, as well as account settlement operations in respect of payroll, social insurance, dividend accrual and payment; inspection of compliance with existing regulations and standards, approved budget estimates and other documents guiding the Company operations, and implementation of decisions made by General Shareholders Meetings while making use of tangible, labor and financial resources in the course of production and financial and business activities of the Company; verification of lawfulness of business transactions of the Company under contracts or deals, concluded on the Company s behalf; cash revision and inspection of the Company property, efficiency of asset usage and usage of the Company other resources, identifying the causes of non-productive losses and costs; inspection of fulfillment of directives to remedy violations and eliminate faults previously revealed by the Controller; verification of compliance of decisions taken by the General Director on the matters of financial and business operations with the Company Charter and resolutions adopted by General Shareholders Meetings Upon the Controller s request officers holding management positions in the Company management bodies must provide documents related to the Company financial and business operations The Controller s functioning rules are determined by the Federal Law On Joint Stock Companies, this Charter and Controller s Regulations of the Company, approved by a General Shareholders Meeting The Auditor shall perform inspection of the Company financial and business operations on the basis of contract concluded with it in accordance with legal acts of the Russian Federation. Article 16 REORGANIZATION AND LIQUIDATION OF THE COMPANY The Company may be voluntarily reorganized or liquidated following a decision of a General Shareholders Meeting. Other reasons for and procedure of the Company reorganization and liquidation shall be determined by effective legislation of the Russian Federation The Company reorganization may be implemented by way of a merger, takeover, split, spin-off and transformation, as well as on the basis and following the procedure determined by effective legislation of the Russian Federation The Company shall be deemed reorganized as of the date of the state registration of newly created legal entities, except reorganization by way of a merger. In the event of the Company reorganization by merging with and into it another company the surviving company shall be deemed 16

17 reorganized as of the date of making an entry in the unified register of legal entities about the latter company s terminating operations The Company liquidation shall result in its termination without legal succession by any other persons in respect of its rights and obligations In the event of the Company's voluntary liquidation, the General Director shall submit the issue of the Company's liquidation and appointment of a liquidation commission to the General Shareholders Meeting. The General Shareholders Meeting of the Company to be voluntarily liquidated shall decide to liquidate the Company and appoint a liquidation commission As of the moment of its appointment, the liquidation commission shall assume all of the powers to manage the affairs of the Company. The liquidation commission shall represent the Company in court The liquidation commission shall follow the liquidation procedure as prescribed by effective legislation of the Russian Federation The Company liquidation shall be deemed completed and the Company shall be deemed to have ceased to exist as of the date of making a relevant entry in the unified state register of legal entities Terms and conditions and manner of reorganization and liquidation not specified hereunder shall be governed by effective legislation of the Russian Federation In the event of the Company reorganization or liquidation, or termination of works containing state secret information the Company shall ensure preservation of such information and its media by developing and implementing systematic measures to protect secret information in accordance with technical surveillance countermeasures requirements, and to ensure their security and fire-safety. Article 17 THE COMPANY DOCUMENTS 17.1 The Company shall keep and maintain the following documents: the Charter of the Company as amended and supplemented with all registered amendments and alterations as required, the decision on the Company creation, the Company s state registration document; documents confirming the Company right of ownership for the property on its books; the Company internal documents; regulations on branches and/or representative offices of the Company; the Company annual reports; accounting books and documents of the Company; accounting reports of the Company; minutes of General Shareholders Meetings; voting ballots and powers of attorney (copies thereof) for taking part in General Shareholders Meetings; reports of independent appraisers; lists of the Company s affiliated persons; lists of persons eligible to take part in General Shareholders Meetings, and persons entitled to received dividends, as well as other lists of persons to be compiled by the Company in accordance with requirements of the Federal Law On Joint Stock Companies; the controller s opinions, the Company auditor opinions, statements of opinion of government and municipal financial supervisory bodies; judicial acts on matters of disputes related to the establishment of the Company, its management or participation in it; other documents as required by the Federal Law On Joint Stock Companies, this Charter, the Company internal documents, decisions of the Company governing bodies, as well as documents as provided for in legal acts of the Russian Federation. 17

18 17.2 The Company shall keep the documents referred to in subparagraph of this Article at the location of the Company executive body as required and during the terms identified by the Bank of Russia The Company shall ensure provision of shareholders access to the documents listed in subparagraph of this Charter. The documents shall be provided by the Company for a review on the premises of the Company executive body within 7 days as of filing a relevant request. The Company upon a request of the persons entitled to have access to the documents listed in subparagraph of this Charter shall provide those persons with copies of such documents. The fee charged by the Company for provision of the copies shall not exceed the costs of making copies The Company shall provide access of shareholders to judicial acts available in the Company possession related to a dispute regarding the Company establishment, its management or interest in it, including arbitration court rulings on instituting judicial proceedings in a case and accepting a court claim or submission to change the subject or cause of action of a previously filed claim. Within three days after the relevant request was made by a shareholder the listed documents shall be provided by the Company for a review on the premises of the Company executive body. At a shareholder s request the Company shall provide copies of these documents. The fee charged by the Company for provision of such copies shall not exceed the costs of making copies. 18