ARTICLES OF ASSOCIATION OF LIMITED LIABILITY COMPANY

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1 Comments, use rights and disclaimers: This is an English translation of original Russian template articles of association (a charter) of a limited liability company. These articles of association are drafted under Russian law, intended for use in not complicated situations and include provisions common in practice and the simplest, in our opinion, rules. These articles of association have been drafted mostly for not large limited liability companies, accordingly, they set forth a simple management structure which includes only a general meeting of shareholders (or a sole shareholder) and a sole executive organ (for example, a general director). Any interested person shall be entitled to use these draft articles of association for establishment of a limited liability company or for other professional purposes. Intentionally left gaps shall be filled in circumstances of a particular case. Neither the draftsmen of the articles of association, nor shall incur any liability for damages of third parties related to use of these articles of association or for mistakes or inaccuracies in the document, if any. Adopted by Resolution of General Meeting of Members as of, 20 ARTICLES OF ASSOCIATION OF LIMITED LIABILITY COMPANY " " The city of 20 1

2 1. General Provisions 1.1. Limited liability company, hereinafter referred to as the Company, is established in accordance with the resolution of the General Meeting of Members as of 20 and conducts operations in compliance with these Articles of Association, the Civil Code of the Russian Federation, the Federal Law On Limited Liability Companies and on the basis of the other applicable legislation. The Company shall be regarded established as a legal person from the date of its state registration The Company is a commercial company, with charter capital divided into shares. Proprietary liability of the Company and of its members (shareholders) shall be determined by the provisions of part 3 of these Articles of Association in compliance with the legislation The full company name of the Company in Russian is: Общество с ограниченной ответственностью ; The short company name of the Company in Russian is: ООО ; The full company name of the Company in English is: Limited Liability Company ; The short company name of the Company in English is: LLC The registered location of the company is: The Company is established for an unlimited term In accordance with these Articles of Association natural persons and organizations, including companies with foreign natural and legal persons as their shareholders, foreign citizens and foreign legal persons, who comply with the provisions of these Articles of Association and who have paid for their shares in the Company s registered capital, can become members of the Company Company shall enjoy full economic independence, possess separate property, have an independent balance, current and other, including in foreign currency, accounts in banks on the territory of Russia and abroad, on its own participates in the commercial turnover, acquires and exercises proprietary and moral rights, performs liabilities, can be a plaintiff or a defendant in a court of general jurisdiction, in a state arbitration court, in an arbitration tribunal, in other courts In compliance with the statutory procedure the Company is entitled to establish organizations with rights of a legal person or to participate in their establishing The Company may have branches and representative offices on the territory of the Russian Federation and abroad, and make investments in other companies capital. In case of establishment of branches and representative offices of the Company amendments to these Articles of Association, containing the details about respective branches and representative offices, have to be adopted For carrying out its activities the Company has a round seal with its name, letterheads, may have a trade mark, a service mark, registered in compliance with established procedure and other may have other distinctive marks with the corporate symbols. 2. Legal Capacity of the Company. Subject-matter and Purposes of the Company s Activities 2.1. The Company is a commercial organization which has getting profit as a primary purpose of its business activities The Company has the general legal capacity. It is entitled to enjoy civil rights and to perform liabilities for carrying out of all kinds of activities not forbidden by the law The kinds of activities which have to be licensed under the law can be carried out only after obtaining a license (licenses) in compliance with the established procedure. If according to the conditions of issue of a license for a certain kind of activity it is required that this activity shall be carried out as an exclusive one, the Company shall carry out only the kinds of activities as provided by the license and collateral activities, within the term as determined by the license The following activities form the subject-matter of the Company s activities: ; 2

3 and any other types of business activities, including cross-border economic activities, which are not forbidden by the legislation The Company is obliged to comply with the legislation of the country of its incorporation, to make mandatory payments to the budget and non-budget funds correctly and in a timely manner, to stick to the rules of book-keeping, to procedure and terms of submission of the statistic information for state needs. 3. Proprietary Liability of the Company 3.1. The Company is on its own liable under its obligations. The Company is liable under its obligations in all its property the value of which is reflected in the balance of the Company The property of the members is separated from the property of the Company. The Company is not liable under the obligations of its members. The members of the Company are not liable under obligations of the Company. They incur losses related to the Company s business only within the costs of their shares in the registered capital of the Company. Members of the Company who have not fully paid for their shares in the registered capital of the Company bear joint liability for its obligations within the amount of the unpaid part of the share in the registered capital of the Company The Company is not liable for the obligations of the Russian Federation, of members of the Russian Federation and of municipalities, as well as the Russian Federation, members of the Russian Federation and municipalities are not liable for the obligations of the Company Major transactions and related parties transactions as they are defined by the effective legislation shall be approved by the General Meeting of Members of the Company. 4. Rights and Duties of Members of the Company. Expulsion of a Member from the Company 4.1. Members of the Company are its founders and other natural and legal persons All members of the Company are entitled to: participate in management of business of the Company as provided by the Federal Law On limited liability companies and by the Articles of Association of the Company. This right implies, in particular, exercising the following rights: the right to participate in General Meetings, the right to elect and to be elected to the organs of the Company, the right to submit proposals to the agenda of the General Meetings, and other rights; obtain information about the Company s activities and supervise its accounting books and records and other documents in compliance with the procedure prescribed by the Articles of Association of the Company; participate in distribution of the profits of the Company in compliance with art. 28 of the Federal Law On limited liability companies and with the Articles of Association of the Company; sell or alienate otherwise his or her share in the Company s registered capital or part of it to another member or members, as well as to a third party in accordance with the Federal Law On limited liability companies and with the Articles of Association of the Company; leave the Company by way of alienation of his or her share to the Company; request from the Company to acquire the share in the cases set forth by the Federal Law On limited liability companies ; in case of the Company s liquidation, acquire the remaining part of its property or the value of it after settlement with the creditors in accordance with the effective legislation; any member of the Company shall also enjoy other rights expressly determined by the Federal Law On limited liability companies All members of the Company shall be preferred to other persons (to the extent it does not contradict the effective legislation) in: making use of services of the Company for sale of their own production, works and services; 3

4 using technologies, know-how and other results of intellectual activity, rights to which belong to the Company, in their own business activities, according to the procedures as determined by the Company and with observance of requirements of the legislation; obtaining information belonging to the Company, not related to commercial secrets of the Company, for purposes of use in their own commercial, scientific or creative activities. Termination or limitation of additional rights, mentioned in this section, shall be made by resolution of the General Meeting of Members of the Company All members of the Company are obliged to: pay for their shares in the registered capital of the Company according to the procedure, in the amount and by the dates as provided for by the Federal Law On limited liability companies and by the agreement on establishment of the Company; not to disclose confidential information about activities of the Company. All members of the Company perform also other duties determined by the Federal Law On limited liability companies Members of the Company, whose aggregate shares are not less than 10% of the registered capital of the Company, are entitled to claim in a court expulsion of a member who materially breaches his or her duties or by his or her actions (inaction) makes operations of the Company impossible or create serious difficulties for these operations. If a decision of the court on expulsion of a member from the Company has come into effect, share of the expelled member passes to the Company. In this case the Company shall be obliged to pay to the expelled member the actual value of his share to be determined according to the data in the Company s accounts for the last reporting period that precedes the effective date of the court decision on the expulsion or, with the consent of the expelled member, to hand over to him property in kind of the same value. The share of the expelled member passes to the Company from the moment when the decision of the court on exclusion of the member from the Company has come into effect. The Company is obliged to pay actual value of the share (part of the share) or to hand over property in kind of the same value within one year from the date of transfer of the share (part of the share) to the Company. The actual value of the share or of a part thereof shall be paid from the difference between the value of the net assets of the Company and the amount of its registered capital. If such difference is insufficient the Company shall be obliged to reduce its registered capital by the required amount The members of the Company are entitled to conclude an agreement on exercising rights of the members of the Company, according to which they shall be obliged to exercise their rights in a certain manner and/or abstain from exercising the mentioned rights, including voting at the Meeting of members of the Company in a certain way, asking other members of the Company to approve the voting, selling the share or a part of the share at the price as determined by that agreement and/or under certain conditions subsequent or abstain from selling the share or a part of the share under certain conditions subsequent, and perform in coordination with other members other actions related to management of the Company, establishment, activity, reorganization and liquidation of the Company. Such agreement shall be concluded in a written form on a single document executed by the parties. 5. Property of the Company. Registered Capital 5.1. The Company owns separated assets which are reflected in its own balance. The Company owns the property which has been contributed into the registered capital and the property acquired by the Company upon other grounds. The Company when exercising the rights of the owner of its property is entitled at its own discretion to perform any acts in respect of the assets in its ownership which do not contradict the legislation and do not violate right and interests of other persons protected by the law, including the rights to alienate its property to third parties, transfer to them, while remaining an owner, the rights of possession, use and management of the property, pledge the property and encumber it in other ways, manage the property in other ways. The Company is also entitled to delivery the property to the trust administration of a third party (a trust administrator). 4

5 5.2. Registered (charter) capital of the Company is a part of the property of the Company used for business activity, and represents the minimal amount of its property which secures the interests of the Company s creditors. The registered capital of the Company is formed from the nominal value of the shares of its members. The value of the registered capital of the Company and of the nominal values of the shares of its members shall be expressed in Russian Rubles (RUR). The Company s registered capital is RUR Money, securities, other things or proprietary rights or other rights which are measurable in moneys can be used for payment for the shares in the registered capital of the Company By the moment of the state registration of the Company its registered capital is paid in full Increase of the registered capital of the Company is allowed only after its full payment. Increase of the registered capital of the Company may be made at the expense of its property and (or) at the expense of additional contributions of the members of the Company, and (or) at the expense of the contributions of third persons to be accepted as members of the Company according to the procedure as determined by the Federal law On limited liability companies The Company shall be entitled to and in the cases determined by the Federal Law On limited liability companies shall be obliged to reduce its registered capital. The Company's registered capital may be reduced by reducing the nominal value of the shares of all its members in the Company's registered capital and/or by writing off the shares belonging to the Company according to the procedure as determined by the Federal law On limited liability companies Each member of the Company shall be entitled to sell or alienate otherwise his or her share or a part of his or her share in the registered capital of the Company to one or several members of the Company. Consent of the Company or of other members to execute such a deal is not required. Sale or alienation otherwise of the share by the member of the Company to third persons is allowed. Until the share of a member is paid in full it may be alienated only in the part in which it is paid. Members of the Company shall enjoy preemptive right, proportionally to the size of their shares, for purchase of a share (part of a share) of a member of the Company at the price offered to a third person. The Company does not enjoy such preemptive right. Member of the Company who intends to sell his or her share (part of a share) to a third person shall be obliged to inform other members of the Company in a written form by sending an offer, through the Company and at his or her expense, with indication of the price and of other terms of sale. The offer of sale of the share or part of the share in the registered capital of the Company shall be regarded as received by all members of the Company at the moment the Company receives the offer. The offer is regarded as not received if within the period not later than the date of its receipt by the Company a member of the Company has got a notification about recall of the offer. Recall of the offer about sale of the share or part of the share after its receipt by the Company is permitted only with consent of all members of the Company. The members of the Company may exercise the preemptive right of purchase of the share or of a part of the share in the registered capital of the Company within thirty days from receipt of the offer by the Company. Otherwise the share of the part of the share may be sold to a third person at a price not lesser than the one determined in the offer for the members of the Company. Assignment of the preemptive right for buying a share is not allowed Shares in the registered capital of the Company shall pass to the heirs of individuals and to the legal successors of legal entities, which are members of the Company irrespective of consent of the Company or of its members A transaction aimed at alienation of the share or of the part of the share in the registered capital shall be notarized with the exception of the cases determined by the Federal law On limited liability companies. Non-compliance with the notarial form of the mentioned transaction results in its invalidity. 5

6 The share or the part of the share in the registered capital passes to its acquirer from the moment of notarization of the transaction aimed at alienation of the share or of the part of the share in the registered capital and in cases, in which notarization is not required, from the moment of inclusion into the unified state register of legal persons of the relevant amendments on the basis of the supporting documents. The acquirer of the share (part of the share) in the registered capital of the Company gets all rights and duties of the member of the Company which arose before execution of the transaction, with the exception of the additional rights and additional duties of the member who assigned the share (the part of the share). The member of the Company, who alienated his or her share or a part of the share in the registered capital, shall have a duty before the Company, jointly and severally with the acquirer of the share (the part of the share), to make a contribution into the property of the Company provided that the duty arose before execution of the transaction aimed at alienation of the mentioned share or of the part of the share in the registered capital The member of the Company may pledge the share or a part of the share in the registered capital belonging to him or her to another member of the Company or, with consent of the General Meeting of Members of the Company, to a third party. A resolution of the General Meeting of Members of the Company on agreement to pledge a share or a part of a share in the registered capital shall be taken by a majority of votes of all members of the Company. The vote of the member of the Company who intents to pledge his or her share or a part of his or her share shall not be taken into account. The contract for pledge of the share or of a part of the share in the registered capital shall be notarized. Non-compliance with the requirement of the notarial form of the mentioned translation results in its invalidity The Company shall not be entitled to acquire shares (part of shares) in its registered capital, except in cases, established by the Federal Law On limited liability companies. Transfer of a share to the Company shall made according to the procedure as determined by the Federal law On limited liability companies. Terms and procedures for payment to the member of the Company, whose share passed to the Company, actual value of the share or the term of handing over to him or her the property of equal value are determined by the Federal law On limited liability companies Shares owned by the Company shall not be counted by determined results of voting at the General Meeting of Members, by distributing the profits of the Company as well as the property of the Company in case of its liquidation. Within one year from the date of transfer of the share or the part of the share in the registered capital of the Company to the Company it shall be, according to the resolution of the General Meeting of Members, distributed between all members of the Company proportionately to their shares in the registered capital of the Company or offered for acquisition to all or to some members and/or, unless it is prohibited by these Articles of Association, to third parties Members of the Company shall be obliged to make contributions to the property of the Company upon a resolution of the General Meeting of Members of the Company. A resolution of the General Meeting of Members of the Company on making contributions to the property of the Company shall be taken by a two-thirds majority of votes of all members of the Company. Contributions to the property of the Company shall be made by all members of the Company proportionally to their shares in the registered capital of the Company. Contributions to the property of the Company shall be made in moneys unless the other form of the contribution to the property of the Company is set forth in the resolution of the General Meeting of Members of the Company. Contributions to the property of the Company shall not alter the size and the nominal value of shares of members of the Company in the registered capital of the Company Part of the property of the Company may be transferred to branches and representative offices in accordance with the rules established by the bodies of the Company. 6. Distribution of Net Profit of the Company among Its Members 6.1. Quarterly, once in every six months or twelve months the Company has the right to take a decision on the distribution of its net profit among the members of the Company. The 6

7 resolution on determining the part of the Company s profit to be distributed among the members of the Company shall be adopted by the General Meeting of Members Part of net profit of the Company intended to be distributed among the members is distributed proportionately to their shares in the registered capital of the Company. Part of the net profit owed to every member of the Company at distribution is to be paid to him in moneys. Distributed net profit is to be paid at the location of the Company within one month from the date of adoption by the General Meeting of Members of the Company of a relevant resolution, if a different place or term are not determined in the resolution on distribution of a net profit. The General Director of the Company is obliged to send personal notification in a written form to every member of the Company regarding the date and the place of payment of the net profit The Company is not entitled to adopt a resolution on distribution of the profit among the members: Until the registered capital is paid in full; Until the actual value of the share of a member is paid in full to the member in cases determined by the Federal Law On limited liability companies ; If at the moment of adoption of such resolution the Company meets the characteristics of insolvency (bankruptcy) or will meet mentioned characteristics in result of adopting such resolution; If at the moment of adoption of such resolution the value of the net assets of the Company is less than its registered capital and its reserve fund or will be less than their amount in result of the adoption of such resolution; In other cases determined by federal laws The Company is not entitled to pay to the members of the Company the profit, the resolution on distribution of which among its members has been adopted: If at the moment of the payment the Company meets the characteristics of insolvency (bankruptcy) or in case the Company will meet mentioned characteristics in result of making the payment; If at the moment of the payment the value of the net assets of the Company is less than its registered capital and its reserve fund or will be less than their amount in result of the payment; In other cases determined by federal laws. Following termination of the circumstances indicated herein the Company shall be obliged to pay to the members of the Company the profit, the resolution on distribution of which among its members has been adopted. 7. Withdrawal of a Member from the Company 7.1. A member of the Company may at any time withdraw from the Company regardless of the consent of other members or of the Company In case of withdrawal of a member from the Company his share passes to the Company from the moment of submission of an application on withdrawal Withdrawal of a member from the Company does not free him from the obligation to the Company to make the contribution to the property of the Company, which arose before the submission of an application on withdrawal. 8. Management of the Company 8.1. The supreme body of the Company is the General Meeting of Members that may be ordinary or extraordinary. All members of the Company are entitled to attend the General Meeting of Members, to participate in discussions of the agenda questions and to vote decisions. Every member of the Company has at the General Meeting a number of votes proportionally to his share in the registered capital of the Company. The competence of the General Meeting of Members of the Company is determined by the Civil Code of the Russian Federation, Federal Law On limited liability companies, the present 7

8 Articles of Association and by the Regulations on the General Meeting of Members of the Company, if the latter has been adopted by the Company. The management of the day-to-day activity of the Company shall be exercised by the General Director (a sole executive body). The General Director shall be elected by the General Meeting of Members of the Company from the list of members of the Company or from third persons for a term of ( ) year(s). The General Director is accountable to the General Meeting of Members of the Company. The competence of the General Director shall be determined by the effective legislation, by present Articles of Association and by the Regulations on the General Director, if the mentioned Regulations have been adopted by the Company. The General Director, who is not a member of the Company, may participate in the General Meeting of Members of the Company and has the right of consultative vote The General Meeting of Members of the Company is entitled, under condition of having quorum and within the borders of its competence, to resolve questions related to the activities of the Company. The General Meeting (including the General Meeting conducted in the form of absentee voting) is regarded as having quorum if it is attended by the members who in total have not less than 50% of the votes of the Company s members. The General Director is not entitled to resolve questions belonging to the competence of the General Meeting of Members of the Company The exclusive competence of the General Meeting of Members includes: Determination of the main directions of the activities of the Company and adoption of resolutions regarding participation in associations and other unions of commercial organizations Amending the Articles of Association including change of the registered capital of the Company; Appointment of executive bodies of the Company and termination of their mandate, adoption resolutions regarding transfer of powers of the sole executive body of the Company to a commercial organization or to an individual businessman acting as manager, appointment of the manager and approval of the contractual terms with such manager; Election and termination of mandate of the Auditing Commission (the Auditor) of the Company; Approval of the annual financial statements and of the annual balance sheets; Adopting resolution on distribution of the net profit of the Company between its members; Approval of documents governing the internal operations of the Company (internal documents of the Company); Adopting resolutions on issue of equity or debt instruments or other securities of the Company; Appointment of an audit, appointment of the outside Auditor and fixing the amount of payment for his services; Adopting resolutions on reorganization or liquidation of the Company; Appointment of the liquidation commission and approval of liquidation balances; Establishment of branches and representative offices of the Company, approval of regulations governing their activities; Vesting members (a member) of the Company with additional rights and imposing additional duties on members (a member) of the Company as well as termination of the mentioned rights and duties; Monetary estimation of property contributed as payment for the shares in the registered capital of the Company; Adopting decisions on giving consent to execution of major transactions; Adopting decisions on giving consent to execution of related parties transactions. The competence of the General Meeting of Members of the Company also includes other questions, related by these Articles of Association and by the legislation of the Russian Federation to the competence of the General Meeting of Members of the Company. 8

9 Resolution on the issues mentioned in section of these Articles of Association shall be adopted by at least two-thirds majority of the votes of all members of the Company. Resolutions on issues mentioned in sections of these Articles of Association shall be adopted unanimously by all members of the Company. Resolutions on issues mentioned in section of these Articles of Association shall be adopted by two-thirds majority of the votes of all members of the Company. Resolutions on issues mentioned by section of these Articles of Association shall be taken unanimously by all members of the Company. Resolution on imposing additional duties on a certain member shall be adopted by at least two-thirds majority of votes of all members of the Company, under condition that the member, on whom such duties are to be imposed, voted for the resolution or submitted a written consent. Resolutions on the issue mentioned by section of these Articles of Association shall be adopted by the majority of the votes of the members of the Company not interested in execution of the transaction. Other resolutions shall be adopted by majority of votes of all members of the Company if the necessity of a greater number of votes is not determined by the Federal Law On limited liability companies or by these Articles of Association An ordinary General Meeting of Members of the Company shall be conducted once a year and shall be summoned by the General Director of the Company. An ordinary General Meeting of Members of the Company shall be conducted not earlier than two months and not later than four months after the end of a fiscal year. The exact date of an ordinary General Meeting shall be determined by the General Director. In case there is only one member of the Company all decisions falling into the competence of the General Meeting of Members of the Company shall be adopted by this member in a written form. The terms of conducting an ordinary General Meeting of Members of the Company shall be complied with An extraordinary General Meeting of Members shall be conducted in all cases, if the interests of the Company and of its members demand conducting such General Meeting. An extraordinary General Meeting shall be summoned by the General Director on his initiative, on initiative of the Auditing Commission, of the professional Auditor or of members, possessing in the aggregate not less than one-tenth of votes of all members of the Company. The General Director shall be obliged to consider the request for conducting an extraordinary General Meeting and to take a decision on conducting an extraordinary General Meeting of Members of the Company or on refusal in conducting it within 5 days from the date of receiving such request. The decision on refusal from conducting an extraordinary General may be taken only in the case: if the procedure of submitting of a request for conducting an extraordinary General Meeting of Members of the Company, established by the legislation, is not observed; if all issues offered for including in the agenda of an extraordinary General Meeting of Members of the Company don t refer to its competence or don t meet the requirements of federal laws. If one or several issues proposed for including in the agenda of an extraordinary General Meeting of Members of the Company, do not refer to the competence of an extraordinary General Meeting or do not meet the requirements of federal laws, these issues shall not be included in the agenda. The General Director shall not be entitled to make alterations to the wordings of issues, proposed for including in the agenda of an extraordinary General Meeting of Members of the Company, and also to alter the offered form of conducting of an extraordinary General Meeting of Members of the Company. Together with issues, offered for including in the agenda of an extraordinary General Meeting of Members of the Company, the General Director shall be entitled to, on his own initiative, include additional issues into it. If, within the established time frame, the General Director has not taken a decision on calling an extraordinary General Meeting of Members of the Company or the decision on refusal from conducting it, then the person who has requested its calling is entitled to summon the extraordinary General Meeting of Members. Expenses for preparation of, calling and conducting an extraordinary General Meeting of Members of the Company may be compensated by resolution of the General Meeting of Members of the Company at the expense of the funds of the Company. 9

10 8.6. The procedure of calling a General Meeting of Members of the Company shall be determined by these Articles of Association and by Regulations on the General Meeting of Members of the Company, if the latter have been adopted in the Company. In the part, not regulated by the documents mentioned herein, the rules established by the Federal Law On limited liability companies shall apply. The General Director or some other body or persons calling the General Meeting of Members of the Company shall be obliged to notify every member of the Company about it not later than 30 days prior to its conducting, by registered letter or by express-delivery to the address, indicated in the list of members of the Company. Time and location of conducting a General Meeting of Members of the Company and a respective agenda shall be indicated in the notification. Besides, in case the General Director misses the term for adoption of the decision on calling the extraordinary General Meeting such extraordinary General Meeting can be summoned by the organ or by the persons which requested its calling. Every member of the Company shall be entitled to submit proposals on including additional issues in the agenda of a General Meeting of Members of the Company not later than 15 days prior to its conducting. Additional issues, with the exception of the issues, which do not refer to the competence of the General Meeting of Members of the Company or do not meet the requirements of federal laws, must be included in the agenda of the General Meeting of Members of the Company. The body or the persons calling a General Meeting of Members of the Company shall not be entitled to make alterations to wordings of additional issues proposed for including in the agenda of a General Meeting of Members of the Company. In case following the proposal of members of the Company alterations to the initial agenda of the General Meeting of Members of the Company have been made, the body or the persons calling the General Meeting shall be obliged to notify all members about alterations made to the agenda, not later than 10 days prior to its conducting, by registered letter or by express-delivery to the address, indicated in the list of members of the Company. By preparation to the General Meeting of Members of the Company, the following information and materials shall be provided to all its members: the annual report of the Company, the report of the Auditing Commission and/or of the professional Auditor on the results of examination of annual reports and of book-keeping balances of the Company (if any of the reports exists), the information about a candidate (candidates) for election as a General Director, as a member of the Auditing Commission, a draft of amendments and additions to be made to the Articles of Association, or a new edition of the draft of the Articles of Association of the Company, drafts of internal documents of the Company. The body or the persons calling a General Meeting of Members of the Company, shall be obliged to send to the members information and materials together with the notification of conducting a General Meeting of Members of the Company, and in case of alteration of agenda, corresponding information and materials shall be sent with a notification on such alteration. The mentioned information and materials shall be within 30 days before conducting of a General Meeting of Members of the Company granted to all its participants for examination at the location of the General Director. In case of non-compliance with the established procedure of calling a General Meeting of Members of the Company the Meeting shall be regarded as authorized in case of participation of all members of the Company (representatives of all members) The procedure of the General Meeting of Members of the Company and the rules of taking decisions by the General Meeting shall be determined in compliance with the norms of the Federal Law On limited liability companies, with the rules of the Regulations on the General Meeting of Members of the Companies and of the Procedures of the General Meeting of Members of the Company, if the latter documents have been adopted in the Company. In the part, not regulated by the legislation, by these Articles of Association and by the internal documents, mentioned herein, the procedure of the ordinary or of the extraordinary General Meeting of Members of the Company shall be determined by resolution of the relevant General Meeting of Members of the Company. In case of absence of the member (his or her representative) at the General Meeting this member may send his or her written opinion to the person who summoned the General Meeting. Such written opinion shall be received by the person who summoned the General Meeting before the General Meeting has started. The written opinion shall be disposed for review at the request of the other members of the Company and of the General Director. Such 10

11 written opinion shall be taken into account for the purposes of determining the quorum and the results of voting of the agenda issues The sole executive body of the Company is the General Director elected by the General Meeting of Members of the Company for the purposes of management of day-to day activities. The General Director is accountable to the General Meeting of Members of the Company. The General Director shall act on the basis of these Articles of Association and the Regulations on the General Director, if the latter have been adopted by the General Meeting of Members of the Company, and in compliance with the labor agreement with the General Director. In the part, not regulated by the mentioned documents, norms of the legislation of the Russian Federation shall be applied. Labor relations between the General Director of the Company and the Company shall be regulated by the labor legislation of the Russian Federation and by the terms of the labor agreement with the General Director The General Director of the Company shall be an able natural person, not necessarily a member of the Company, possessing required professional knowledge and experience. Resolutions of the General Meeting of Members of the Company on election of the General Director shall be taken by a vote by show. The resolutions shall be regarded as taken if it gets the majority of all votes of members of the Company. The activities of the General Director are paid. An employment agreement with the General Director for a fixed term shall be signed on behalf of the Company by the person presiding at the General Meeting of Members of the Company, at which the General Director has been elected. A pre-term termination of the labor agreement with a General Director shall be executed by a resolution of the General Meeting of Members of the Company. The resolution shall be regarded as adopted if majority of all members of the Company voted for it. The authority of the sole executive organ of the Company may be transferred to a commercial organization or to an individual businessman; in case of such transfer effected this organization or the individual businessman acts as a manager of the Company The General Director manages the day-to-day activities of the Company. He performs any activities required for realization of this function with the exception of dealing with questions referred to the competence of the General Meeting and of the Auditing Commission of the Company. The General Director exercises the following powers: Acts on behalf of the Company without a power of attorney, acts in its interests and performs transactions; Signs financial and other documents of the Company; Opens accounts in banks, deals with the property and with the financial assets of the Company taking account of the provisions of these Articles of Association and of the effective legislation on approval of major transactions and of related parties transactions; Supervises preparation of and submits to the General Meeting of Members an annual report, annual account balance, proposals on distribution of net profit among the members, informs the General Meeting of Members about current financial and commercial activities, organizes fulfillment of resolutions of the General Meeting; Approves the organizational structure and the list of members of the staff, and ensures the preparation and timely submission of accounting reports and of statistic data on the activities of the Company to the tax authorities, social funds and to state statistic authorities; Issues powers of attorney for representation on behalf of the Company, including powers of attorneys with the right of substitution; Manages the employees of the Company and issues orders which are obligatory for the employees, including orders on appointment of employees, on their displacements and dismissals, applies measures of encouragement and imposes disciplinary penalties; Without any delays delivers to the other members of the Company copies of the offer received by the Company from the member intending to sell its share (part of the share) and offering the other members of the Company to exercise the preemptive right of purchase. 11

12 Exercises other rights, not referred to the competence of the General Meeting of Members of the Company or of the Auditing Commission of the Company by the legislation of the Russian Federation or by the present Articles of Association. The General Director is not entitled to issue orders which are obligatory for the members of the Company or which infringe their interests. For the members of the Company, which stay in labor relations with the Company orders of the General Director are obligatory to the extent related to the mentioned relations. 9. Auditing Commission of the Company 9.1. The General Meeting of Members shall be entitled, but not obliged, to elect an organ of financial monitoring in the Company: Auditing Commission of the Company. In case the Auditing Commission has been formed it acts in accordance with the rules of the effective legislation and of these Articles of Association A member of the Auditing Commission of the Company shall be an able natural person, not necessarily a member of the Company, possessing required professional knowledge and experience. The resolution of the General Meeting of Members of the Company on election of the Auditing Commission shall be adopted by vote by show separately for every candidate. The resolution shall be regarded as taken if it gets a majority of the votes of all members of the Company. Activities of members of the Auditing Commission are paid. A fixed term employment agreements with the mentioned persons shall be signed on behalf of the Company by the General Director. Pre-term termination of labor agreements with members of the Auditing Commission of the Company shall be carried out by resolution of the General Meeting of Members of the Company. The resolution shall be regarded as adopted if majority of all members of the Company voted for it The Auditing Commission carries out its activities in the form of meetings, preparing and conducting ordinary and extraordinary audits, and in other forms. Other rules on the operations of the Auditing Commission and on the other issues related this body can be established in compliance with these Articles of Association in the Regulations on the Auditing Commission of the Company, which may be approved by the General Meeting of Members of the Company. Issues not regulated by the mentioned documents shall be settled in compliance with the legislation of the Russian Federation The Auditing Commission shall be entitled to: at any time conduct examinations of the financial-commercial activities of the Company and have access to all documentation related to its activities; control the timely submission of book-keeping records and correctness of accounting; to conduct examinations of annual reports and of balance sheets before their approval by the General Meeting of Members of the Company; exercise other rights determined by the Regulations on the Auditing Commission of the Company. By demand of the Auditing Commission of the Company the General Director and any of the employees of the Company are obliged to give to the Commission required explanations in a written or in oral form. The Auditing Commission shall be entitled to conduct at any time on its own initiative an examination of a certain sphere of or of the whole financial and commercial activities of the Company. The Auditing Commission shall be obliged to conduct the same by decision of the General Meeting of Members of the Company. 10. Accounting and Records The Company performs records in respect of results of its activities. Accounting, day-to-day and statistic records and statements shall be carried out in compliance with the procedures established by the effective legislation The General Director shall be responsible for the status of accounting, for the timely submission of financial statements and other records. 12

13 10.3. Annual report on financial operations of the Company and annual balance shall be signed by the General Director and, together with reports of the external Auditor and of the Auditing Commission, if these reports are available, shall be submitted for approval to the annual General Meeting of Members of the Company which shall be summoned not later than in four months after the end of a fiscal year From the moment of the state registrations the Company shall maintain a list of members indicating the details of each member, the amount of his or her share in the charter capital and the payment for the share, as well as the details on the shares belonging to the Company, the dates of their transfer to the Company or of their acquisition by the Company. The General Director of the Company shall ensure that the details about the members of the Company and their shares or the parts of the shares in the charter capital, about the shares or the parts of the shares belonging to the Company comply with the information included in the unified state register of legal persons and with the notarized transactions on transfer of shares in the charter capital of the Company which the Company got to know about Other duties of the Company related to accounting and records not determined by these Articles of Association shall be determined in compliance with the legislation. 11. Information about the Company The Company shall not be obliged to publish reports on its activities, except for the cases provided for by the Federal Law On limited liability companies and by other federal laws In case of a public issue of bonds and of other securities the Company shall be obliged to publish annual reports and balance sheets and shall be also obliged to disclose other information about its activities as determined by the Federal Laws and by other legislative acts adopted in compliance with them By demand of a member of the Company, of a member of the Auditing Commission, of the Auditor, or of other interested persons the Company shall be, within the term of 10 days, obliged to allow them to review the Articles of Association of the Company. Copies of the Articles of Association can be handed over to the interested persons for a charge not larger than the cost of their production Available information on the activities of the Company, its book-keeping records and tax statements, as well as other documentation shall be provided to a member of the Company by the first demand during the working time at the location of the head office of the Company unless the General Director and the member agree about the other location. 12. Files of the Company The Company shall be obliged to keep the following documents: the Articles of Association of the Company and amendments to the Articles of Association registered in compliance with the established procedure; the resolution on establishment of the Company; the document confirming the state registration of the Company; the documents confirming the rights of the Company to the property reflected in its balance sheet; the documents related to issue of bonds and of other securities of the Company; internal documents of the Company; list of members of the Company; lists of affiliated persons of the Company; minutes of the General Meetings of members of the Company and of the Auditing Commission of the Company; orders of the General Director of the Company; regulations on branches and representative offices of the Company; reports of the Auditing Commission of the Company, of the Auditor, of the state and municipal bodies of financial control; the documentation related to the staff and the employment; the initial accounting documents, accounting registers, book-keeping records, the plan of accounts, the other documents of accounting policy, the coding procedures, the programs of machine data handling and the other accounting documents; 13

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