REGULATION ON THE BOARD OF DIRECTORS OF OPEN JOINT-STOCK COMPANY UNITED HEAVY MACHINERY PLANTS (URALMASH-IZHORA GROUP)

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1 APPROVED by resolution of the annual General Shareholders Meeting of Open Joint-Stock Company United Heavy Machinery Plants (Uralmash-Izhora Group) June 30, 2010 Minutes dated July 2, 2010 REGULATION ON THE BOARD OF DIRECTORS OF OPEN JOINT-STOCK COMPANY UNITED HEAVY MACHINERY PLANTS (URALMASH-IZHORA GROUP) (revision No. 3) Moscow 2010

2 CONTENTS Article 1. General provisions... 3 Article 2. Main objective, tasks and principles of the Board of Directors... 3 Article 3. Rights, duties and responsibilities of members of the Board of Directors... 3 Article 4. Procedure for exercising rights and responsibilities of members of the Board of Directors... 4 Article 5. Provision of information on Company activities to the Board of Directors and its members... 5 Article 6. Chairman of the Board of Directors... 5 Article 7. Election of the Chairman of the Board of Directors and termination of his/her powers.. 6 Article 8. Secretary of the Board of Directors... 6 Article 9. Appointment and dismissal of the secretary of the Board of Directors... 7 Article 10. Remuneration amount and payment period for members of the Board of Directors... 7 Article 11. Initiators of Board of Directors meetings... 7 Article 12. Request for convocation of a Board of Directors meeting... 7 Article 13. Examination of requests for convocation of a Board of Directors meeting... 8 Article 14. Mandatory convocation of a Board of Directors meeting... 8 Article 15. Issues to consider when convening a Board of Directors meeting... 8 Article 16. Notification of members of the Board of Directors about the convocation and procession of a Board of Directors meeting... 9 Article 17. Meetings of the Board of Directors Article 18. Consideration of the written opinion of a member of the Board of Directors who is absent from a joint attendance meeting Article 19. Resolutions of the Board of Directors Article 20. Resolutions of the Board of Directors by absentee voting Article 21. Voting ballots Article 22. Minutes of meetings of the Board of Directors Article 23. Enactment of resolutions passed by the Board of Directors Article 24. Board of Directors archive Article 25. Secretariat of the Board of Directors, organizational and technical support of the activities of the Board of Directors Article 26. Procedure for approving and amending the Regulation on the Board of Directors

3 Article 1. General provisions This Regulation on the Board of Directors of Open Joint-Stock Company United Heavy Machinery Plants (Uralmash-Izhora Group) (hereinafter - Regulation on the Board of Directors) was developed in accordance with legislation of the Russian Federation and the Charter of Open Joint- Stock Company United Heavy Machinery Plants (Uralmash-Izhora Group) (hereinafter - the Company) and defines the procedures for activities of the Company's Board of Directors. The Board of Directors is a collegial management body of the Company that conducts general management of the Company's activities, except for issues that fall within the competence of the General Shareholders Meeting as stipulated by the Federal Law "On Joint-Stock Companies" and the Company Charter. Article 2. Main objective, tasks and principles of the Board of Directors 2.1. The main objective of activities of the Board of Directors is to implement policy that ensures dynamic development of the Company, increases the sustainability of its activities, maximizes Company profits, and increases the value of its shares To achieve this objective, the Board of Directors performs the following key tasks within the limits of its official competence: conducts strategic management of Company activities; confirms principles and standards of corporate governance; confirms the internal control system; regularly monitors and assesses the activities of executive bodies of the Company; 2.3. Activities of the Board of Directors shall be guided by the following main principles: decision-making based on complete and reliable information on activities of the Company; inadmissibility of restrictions on shareholders' rights to participate in management of Company affairs and to receive dividends and information on the Company; achieving a balance of interests between different shareholders and groups of shareholders and decision-making in the best interests of the Company The official competence of the Board of Directors is defined by the Company Charter For the purpose of accomplishing its objectives and tasks within the limits of its official competence, the Board of Directors confirms internal documents of the Company and adopts other resolutions whose implementation is mandatory for all officials and employees of the Company. Article 3. Rights, duties and responsibilities of members of the Board of Directors 3.1. A member of the Board of Directors is entitled to: request convocation of an extraordinary Board of Directors meeting; participate in Board of Directors meetings and vote on issues that are included in the meeting agenda; request that his/her dissenting opinion on agenda issues be entered into the minutes of the Board of Directors meeting; request any information about the Company in accordance with the procedures established by this Regulation, including to review minutes of Board of Directors meetings and obtain copies of them; participate in meetings of the Company's Management Board, and review minutes of the Company's Management Board meetings and obtain copies of them; for the performance of his/her duties, receive remuneration and (or) compensation for the expenses associated with performing the functions of a member of the Company's Board of Directors. Members of the Board of Directors also have other rights as stipulated by legislation of the Russian Federation, the Charter, and other internal documents of the Company Members of the Board of Directors shall: 3

4 act in the interests of the Company in good faith and in a rational manner, and assess the consequences of resolutions for the Company when deciding on such resolutions; implement resolutions adopted by the General Shareholders Meeting and Board of Directors; neither disclose nor utilize insider information or other confidential information of the Company in one's own self-interests or in the interests of third parties; participate in Board of Directors meetings and in adopting resolutions by the Board of Directors by voting on agenda issues; participate in the work of Board of Directors committees in accordance with the established procedures; inform the Board of Directors beforehand of one's inability to attend Board of Directors meetings or meetings of BoD committees while indicating the reasons for such an absence; notify the Company about any self-interest in any transaction in accordance with the procedures and in cases stipulated by legislation of the Russian Federation and internal documents of the Company; inform the Board of Directors about any acquisition or intention to acquire shares or equity of legal entities that compete with the Company, about election (appointment) of the member of the Board of Directors into management bodies of other legal entities, and entry of the member of the Board of Directors into work relations with such legal entities and/or conclusion of civil law contracts therewith resulting in the member of the Board of Directors receiving remuneration and/or gifts; provide the Board of Directors with other information stipulated by legislation of the Russian Federation, the Company Charter, this Regulation, and other internal documents of the Company approved by the General Shareholders Meeting or Board of Directors; abstain from any actions that lead to or could lead to a conflict of interest between one's own interests and the interests of the Company; if such a conflict arises, immediately notify the Board of Directors and take the necessary measures to resolve such a conflict. Members of the Board of Directors also have other obligations as stipulated by legislation of the Russian Federation, the Charter, and other internal documents of the Company Members of the Board of Directors shall be liable to the Company for losses inflicted on the Company as a result of their culpable actions (inaction), unless other grounds and scope of liability have been established by legislation of the Russian Federation. However, members of the Board of Directors who voted against the resolution that resulted in such losses to the Company or who did not participate in that vote shall not be held liable. When determining the grounds for and extent of liability of members of the Board of Directors, normal business practices and other circumstances relevant to the case shall be taken into account. Article 4. Procedure for exercising rights and responsibilities of members of the Board of Directors 4.1. Activities of members of the Board of Directors shall be of a continuous nature and shall not be confined to participation in meetings held in the form of joint attendance or by absentee vote. Members of the Board of Directors have the right to participate in travel events in accordance with the procedures and time frames established by resolutions of the Board of Directors For the purpose of exercising their rights, members of the Board of Directors may be issued documents confirming their official capacity. The form and content of such a document shall be approved by the Board of Directors and is communicated to all officials and employees of the Company. 4

5 Article 5. Provision of information on Company activities to the Board of Directors and its members 5.1. Executive bodies and employees of the Company shall provide the Board of Directors with information in accordance with the procedures and in cases stipulated by internal Company documents and resolutions of the Board of Directors Members of the Board of Directors have the right to request information on Company activities via the secretary of the Board of Directors. The secretary of the Board of Directors shall arrange for the requested information to be provided to the member of the Board of Directors no later than 3 (three) days after receipt of such a request. Officials and other employees of the Company are obligated to provide the necessary assistance in gathering and providing the requested information Provision of information to a member of the Board of Directors shall not be denied except in certain cases stipulated by legislation of the Russian Federation and internal Company documents approved by the General Shareholders Meeting or the Company's Board of Directors If it is impossible to provide the information requested by a member of the Board of Directors, the secretary of the Board of Directors is obligated to provide that member of the Board of Directors a substantiated denial of request that specifies the reasons why the requested information cannot be provided. Article 6. Chairman of the Board of Directors 6.1. The Chairman of the Board of Directors performs the following functions: organizes the work of the Board of Directors; convenes and presides over meetings of the Board of Directors; confirms the agenda and format of meetings of the Board of Directors; organizes the keeping of minutes at meetings of the Board of Directors; presides over the General Shareholders Meeting; organizes and monitors the receipt of information by members of the Board of Directors; presents the Company's Board of Directors with the BoD work plan so that they can review it; monitors adherence to the BoD work plan approved by the Company's Board of Directors; represents the Board of Directors in relations with the General Shareholders Meeting, executive bodies, officials and employees of the Company, state and municipal agencies, legal entities and individuals; organizes control over the implementation of resolutions of the General Shareholders Meeting and Board of Directors; organizes control over adherence to this Regulation by members of the Board of Directors, the secretary of the Board of Directors, officials and other employees of the Company; signs documents on behalf of the Board of Directors; officially explains the position of the Board of Directors on issues that were examined at Board of Directors meetings, and officially comments on resolutions adopted by the Board of Directors; performs other functions as stipulated by the Charter, this Regulation, and other internal documents of the Company In case the Chairman of the Board of Directors is absent, his/her functions or a portion of them shall be assigned to the Vice-Chairman of the Board of Directors The person presiding over meetings of the Board of Directors performs the following functions: according to information from of the secretary of the Board of Directors, ascertains the presence or absence of a quorum at meetings of the Board of Directors and informs members of the Board of Directors thereof; 5

6 if a quorum is achieved, opens the meeting of the Board of Directors; if a quorum is not achieved, takes measures to postpone the Board of Directors meeting and arranges for absent members of the Board of Directors to be informed about the adopted resolution; duly recognizes and provides participants of the meeting the opportunity to speak; records the proposals made by members of the Board of Directors on draft resolutions of the Board of Directors; puts to vote the draft resolutions on items on the agenda of Board of Directors meetings; based on voting results, announces resolutions adopted by the Board of Directors at BoD meetings; closes meetings of the Board of Directors; organizes the keeping of minutes for the Board of Directors meeting, signs the minutes of the Board of Directors meeting in the capacity of the presiding person. Article 7. Election of the Chairman of the Board of Directors and termination of his/her powers 7.1. The Chairman of the Board of Directors shall be elected by members of the Board of Directors from among BoD members The person performing the functions of the single-member executive body of the Company shall not simultaneously serve as the Chairman of the Board of Directors nor perform his/her functions The Board of Directors shall have the right to terminate the powers of the Chairman of the Board of Directors at any time The Board of Directors elects a Vice-Chairman of the Board of the Directors. Article 8. Secretary of the Board of Directors 8.1. The secretary of the Board of Directors: under the instructions of the Chairman of the Board of Directors, performs tasks for the preparation, convocation, and procession of Board of Directors meetings, including for the preparation of and forwarding of meeting notices, voting ballots, materials, and other information on agenda items to members of the Board of Directors; prepares the draft work plan for the Board of Directors; under the instructions of the Chairman of the Board of Directors, conducts audio- and video recording of Board of Directors meetings; records the results of votes at Board of Directors meetings, including on resolutions adopted by absentee vote, keeps and drafts minutes of Board of Directors meetings; organizes accounting of and provides for storage of documentation of the Board of Directors, including meeting minutes of the Board of Directors, ballots, written opinions, requests, letters and other documents and materials; under the instructions of the Chairman of the Board of Directors, organizes the provision of requested information to the members of the Board of Directors requesting such information; within the limits of his/her official competence, monitors the implementation of resolutions of the Board of Directors by executive bodies and officials of the Company; under the instructions of the Chairman of the Board of Directors, provides the necessary information to the Company's organizational unit or official who is responsible for public relations in order to prepare press releases on issues examined at Board of Directors meetings; performs other functions in accordance with internal Company documents approved by the General Shareholders Meeting and Board of Directors of the Company, as well as by resolutions of the Board of Directors and orders of the Chairman of the Board of Directors The secretary of the Board of Directors may also simultaneously perform the functions of the Company's Corporate Secretary. 6

7 8.3. The secretary of the Board of Directors heads the secretariat of the Board of Directors formed by resolution of the Board of Directors, and manages its employees The Chairman of the Board of Directors directly manages the activities of the secretary of the Board of Directors For the performance of their functions, the secretary of the Board of Directors and employees of the secretariat of the Board of Directors are provided with rooms, office equipment, communications equipment and other necessary equipment in accordance with the budget approved by the Board of Directors. Article 9. Appointment and dismissal of the secretary of the Board of Directors 9.1. The secretary of the Board of Directors is appointed and dismissed by resolution of the Board of Directors. The terms and conditions of the contract with the secretary of the Board of Directors shall be approved by the Company's Board of Directors Only a natural person who is not a member of the Board of Directors may be appointed secretary of the Board of Directors. The person performing the functions of the single-member executive body of the Company may not simultaneously serve as secretary of the Board of Directors. Article 10. Remuneration amount and payment period for members of the Board of Directors Based on a resolution of the General Shareholders Meeting, members of the Board of Directors may be paid remuneration and/or compensation of expenses related to the performance of their functions as members of the Board of Directors. The amounts of such remuneration and compensation shall be defined by a resolution of the General Shareholders Meeting The criteria for determining the amount of remuneration and compensation paid to members of the Board of Directors are worked out by the Board of Directors' HR and Remuneration Committee and are brought before the Board of Directors for preliminary review Information on the total amount of remuneration and/or compensation of expenses paid to members of the Board of Directors based on the results of the reporting year is presented in the Company's annual report. Article 11. Initiators of Board of Directors meetings Meetings of the Board of Directors shall be convened by the Chairman of the Board of Directors either at his/her own initiative or when so requested by a member of the Board of Directors, the Company s Internal Audit Commission, the Company s Auditor, or by executive bodies of the Company Shareholders owning 5 (five) or more percent of voting shares as of the date of request also have the right to request convocation of a Board of Directors meeting to examine issues on determining priority activities of the Company, or to bring up issues before the General Shareholders Meeting on reorganization or liquidation of the Company or splitting or consolidating shares. Article 12. Request for convocation of a Board of Directors meeting A request to convene a Board of Directors meeting shall be forwarded in writing to the Chairman of the Board of Directors A request to convene a Board of Directors meeting shall contain the following information: initiator of the meeting (name or title of the person or body requesting the convocation); issues proposed for inclusion into the agenda of the Board of Directors meeting; substantiation for including such issues into the agenda; draft resolutions of the Board of Directors; reference materials necessary for examining issues on the agenda; address to be used for responding to the submitted request The request shall be signed by the initiator of the meeting convocation. 7

8 12.4. If a request is submitted by a collegial body, the request shall include an appended copy of the minutes of the collegial body meeting at which the decision was made to initiate convocation of a Board of Directors meeting The first meeting of a newly elected Board of Directors is convened by one of the members of the Board of Directors by sending notice of the convocation to all remaining members of the Board of Directors The single-member executive body is obligated to provide assistance in arranging meetings of the Board of Directors and to provide all information necessary for organizing meetings of the Board of Directors, including for holding the first meeting of a newly elected Board of Directors. Article 13. Examination of requests for convocation of a Board of Directors meeting The Chairman of the Board of Directors is obligated to consider the submitted request and make a decision on whether or not to convene the Board of Directors meeting within 3 (three) days of the date of request submission The Chairman of the Board of Directors shall inform the initiators of the Board of Directors meeting convocation request about its decision to approve or deny the request within 3 days of the decision date The Chairman of the Board of Directors shall not deny the convocation of a meeting except in the following cases: submittal of the convocation request is in violation of legislation of the Russian Federation, the Company Charter, and this Regulation; the initiator does not have the right to request a Board of Directors meeting as per legislation of the Russian Federation, the Company Charter, and this Regulation A Board of Directors meeting convened at the request of persons indicated in article 11 of this Regulation shall be conducted no later than 30 (thirty) days after the date of request for convocation of the Board of Directors meeting, unless a different period is stipulated by legislation of the Russian Federation or internal documents of the Company. Article 14. Mandatory convocation of a Board of Directors meeting The Chairman of the Board of Directors is obligated to convene a Board of Directors meeting to resolve the following issues: a) convocation of the annual General Shareholders Meeting and resolutions required for its convocation and procession; b) preliminary approval of the Company's annual report; c) convocation of an extraordinary General Shareholders Meeting in order to elect a new Board of Directors when the number of members of the Board of Directors drops below the quantity required for a quorum as stipulated in the Charter and this Regulation; d) other cases stipulated by legislation of the Russian Federation, the Company Charter and internal documents of the Company If the Chairman of the Board of Directors does not call a meeting of the Board of Directors to resolve issues indicated in section 14.1 of this article within the established time frame, such a meeting may be convened by the Vice-Chairman of the Board of Directors. If neither the Chairman nor Vice-Chairman of the Board of Directors calls a meeting of the Board of Directors to resolve issues indicated in section 14.1 of this article, such a meeting may be convened by any other member of the Board of Directors. Article 15. Issues to consider when convening a Board of Directors meeting When making a decision to convene a meeting of the Board of Directors, the persons convening it shall determine: format of meeting (joint attendance or absentee voting); date, time and location of meeting if by joint attendance or the deadline of ballot submission if by absentee voting; 8

9 address to which completed ballots shall be sent if the meeting will be conducted by absentee vote; meeting agenda; wording of issues put up for a vote; list of information (materials) submitted to members of the Board of Directors for the Board of Directors meeting. Article 16. Notification of members of the Board of Directors about the convocation and procession of a Board of Directors meeting Notification about holding a Board of Directors meeting and materials on the agenda issues shall be sent (provided) to members of the Board of Directors by registered letter (or hand-delivered against signature, transmitted by fax, or sent by ) no later than 7 (seven) days prior to the date of the Board of Directors meeting, unless another time frame is stipulated by legislation of the Russian Federation or this Regulation If the meeting will be held in the form of an absentee vote, the notification, voting ballots and materials on agenda issues shall be sent (provided) to members of the Board of Directors no later than 7 (seven) days before the deadline for submitting completed ballots, unless another time frame is stipulated by legislation of the Russian Federation or this Regulation If, in accordance with legislation of the Russian Federation or internal Company documents, the Board of Directors meeting shall be held within 7 (seven) days of adoption of the resolution to convene the Board of Directors meeting, the notification, materials on agenda issues, as well as voting ballots in cases stipulated by this Regulation, shall be sent to members of the Board of Directors immediately after the resolution is adopted to convene the Board of Directors meeting without adhering to the time frames indicated in sections 16.1 and 16.2 of this article Issues that require urgent examination by the Board of Directors by decision of the Chairman of the Board of Directors may be entered into the agenda of an already convened Board of Directors meeting no later than 3 (three) working days in advance of the meeting date. Materials on such issues shall be sent to members of the Board of Directors as they become ready, but no later than 3 working days prior to the date of the meeting of the Board of Directors A request by a member of the Board of Directors to provide him/her with additional information on agenda issues shall be submitted to the secretary of the Board of Directors no later than 5 (five) days prior to the meeting date. Under the instructions of the Chairman of the Board of Directors, the secretary of the Board of Directors shall arrange for provision of additional information in accordance with the received request no later than 3 (three) days prior to the date of the Board of Directors meeting The meeting notification shall include the following information: initiator of the meeting (name or title of the person or body requesting the convocation); format of the meeting (joint attendance or absentee voting); date, time and location of meeting if by joint attendance or the deadline of ballot submission if by absentee voting; agenda items; address to which completed ballots shall be sent if the meeting will be conducted by absentee vote; list of information (materials) provided to members of the Board of Directors for the meeting In the event of unforeseen circumstances that make it difficult or impossible to hold a meeting of the Board of Directors at the location and/or time of which the members of the Board of Directors were notified, a meeting on the planned agenda may be held in a different place and/or at a different time The secretary of the Board of Directors shall notify all members of the Board of Directors about the change of location and/or time of the Board of Directors meeting while giving them enough time in advance as is normally necessary for them to make it to the meeting. 9

10 Notification of such changes shall be sent to all members of the Board of Directors in any form that would guarantee the delivery of such notification to the physical address of the member of the Board of Directors or to any other address where that member receives correspondence Materials on agenda issues shall include: explanatory note (rationale); draft resolution of the Board of Directors; other documents specified in the procedure for preparation and provision of materials for Board of Directors meetings as approved by the Board of Directors If the issues included into the agenda for the Board of Directors meeting were preliminarily examined at a meeting of a relevant committee of the Board of Directors, members of the Board of Directors shall be provided with the opinion (recommendation) of the relevant committee within the time frame stipulated for provision of materials on agenda issues. Article 17. Meetings of the Board of Directors Meetings of the Board of Directors shall be held as needed, but at least once every six weeks Each member of the Board of Directors shall have one vote when deciding on issues at meetings of the Board of Directors. It is prohibited for a member of the Board of Directors to transfer his/her voting rights to another person, including to another member of the Board of Directors A quorum for holding a Board of Directors meeting requires the presence of and/or availability of a written opinion of at least half of the number of Board of Directors' members as defined by this Charter, except for issues requiring a greater number of votes for resolutions in accordance with the Federal Law On Joint-Stock Companies and the Company Charter Members of the Board of Directors whose completed and signed ballots have been received by the Board of Directors before the ballot submission deadline stated in the ballot shall be deemed as having participated in the Board of Directors absentee meeting The Board of Directors may decide to adjourn a meeting. A Board of Directors meeting may be adjourned for a time period not exceeding 5 (five) working days. When a meeting is adjourned, members of the Board of Directors are notified of the date, time and location of the resumed meeting. Materials on the meeting agenda are not re-sent to members of the Board of Directors The Board of Directors at a joint attendance meeting may resolve to include additional issues into the meeting agenda. Such a resolution shall be adopted by a simple majority of votes from members of the Board of Directors participating in the meeting The Board of Directors may invite the single-member executive body, members of the Management Board or other officials and employees of the Company, managers of the Company's subsidiaries or other persons to its meetings and hear their reports or presentations The procedure for conducting a Board of Directors meeting is established by resolutions of the Board of Directors in accordance with the Company Charter and this Regulation. Article 18. Consideration of the written opinion of a member of the Board of Directors who is absent from a joint attendance meeting When determining the presence of a quorum and the results of voting on agenda issues, the Board of Directors shall take into account the written opinion of any Board of Directors member who is absent from the Company's Board of Directors meeting if such a written opinion is received before the start of the Board of Directors meeting. The written opinion shall be signed by hand and sent by the Board of Directors member to the secretary of the Board of Directors either by registered letter, by fax, or by hand-delivery The written opinion of the member of the Board of Directors may contain his/her vote on all the issues on the meeting's agenda or on individual issues. 10

11 The written opinion submitted by the member of the Board of Directors shall unequivocally identify the position of that member of the Board of Directors concerning the issue and specify "for" or "against" if the member of the Board of Directors votes on the proposed draft resolution or "abstained" if he/she abstains from voting. A written opinion that contains additional conditions or qualifications with regard to the proposed draft resolution shall not be taken into account when the voting results are tallied. The written opinion of a member of the Board of Directors shall be taken into account only when determining a quorum and counting the results of voting on those agenda issues for which the member of the Board of Directors expresses his/her vote Members of the Board of Directors who attend the meeting shall be familiarized with the written opinion of the absent member of the Board of Directors before voting begins on the agenda issue for which that member submitted his/her opinion. Article 19. Resolutions of the Board of Directors Resolutions of the Board of Directors may be adopted at meetings held in the form of joint attendance or by absentee voting Resolutions of Board of Directors meetings shall be adopted by a simple majority of votes of members of the Board of Directors participating in the meeting, as well as of Board of Directors members who have expressed their opinion in writing, unless otherwise stipulated by the Federal Law On Joint-Stock Companies, the Company Charter, or this Regulation. In case of a tied vote among the members of the Board of Directors, the Chairman of the Board of Directors shall have the deciding vote The vote of a member of the Board of Directors who is simultaneously the Company's General Director shall not be counted when voting at the Company's Board of Directors meetings deciding on the approval of terms of the contract with the Company's General Director. Article 20. Resolutions of the Board of Directors by absentee voting The Board of Directors shall not decide on the following issues at Board of Directors meetings: approval of strategic plans and core programs for Company activities; referral to the General Shareholders Meeting of proposals on reorganization or liquidation of the Company The format of meetings is chosen by the Chairman of the Board of Directors in accordance with the requirements of the Federal Law "On Joint-Stock Companies", the Company Charter, and this Regulation. Article 21. Voting ballots A ballot shall contain the following information: the Company's full business name; wording of each issue put to vote and voting options expressed as "for", "against" and "abstained"; indication of the requirement that each ballot shall be signed by the member of the Board of Directors; deadline for submittal of completed ballots to the Board of Directors; address to which completed ballots shall be sent. Article 22. Minutes of meetings of the Board of Directors The secretary of the Board of Directors shall keep minutes for Board of Directors meetings conducted in joint attendance, or, if the secretary is absent, one of the members of the Board of Directors shall keep the minutes under the instructions of the person presiding over the meeting. 11

12 Resolutions adopted by absentee vote and the voting results thereof shall be recorded in the minutes that are drawn up by the secretary of the Board of Directors, or, if the secretary is absent, by another person who is authorized by the Company's Board of Directors The minutes of Board of Directors meetings shall be drawn up no later than 3 (three) days after a joint attendance meeting is held or after expiry of the ballot submittal deadline for meetings held by absentee vote Meeting minutes shall indicate: the date, time and location of a joint attendance meeting, or the date on which the results were tallied for absentee voting; the members of the Board of Directors who attended the Board of Directors meeting, as well as the persons who were invited to the Board of Directors meeting; the members of the Board of Directors who were absent from the Board of Directors meeting but who submitted written opinions on issues in the meeting agenda; the members of the Board of Directors who were absent from the Board of Directors meeting; the reasons for the absence of the Board of Directors members from the meeting; if by absentee vote, the members of the Board of Directors who submitted completed ballots to the Board of Directors before the submission deadline indicated in the ballot; the agenda of the meeting; dissenting opinions of members of the Board of Directors (if any); issues put to vote, and results of those votes (indicating how each member of the Board of Directors personally voted); adopted resolutions The minutes of a Board of Directors meeting shall be signed by the person presiding over the meeting and by the secretary of the Board of Directors The written opinions on meeting agenda issues received from Board of Directors members absent from the meeting shall be appended to the minutes for a joint attendance meeting of the Board of Directors Excerpts from meeting minutes or copies of them notarized by the secretary of the Board of Directors shall be sent to members of the Board of Directors upon their written request no later than 2 (two) days after such a request is received Minutes from the Company's Board of Directors meetings shall be accessible to Company shareholders, members of the Board of Directors, members of the Internal Audit Commission, the Company's auditor, as well as to other persons in accordance with the procedures and in cases stipulated by legislation of the Russian Federation and internal Company documents approved by the General Shareholders Meeting or the Company's Board of Directors. Article 23. Enactment of resolutions passed by the Board of Directors A resolution by the Board of Directors adopted at a joint attendance meeting shall go into effect immediately upon announcement of the voting results, which are tallied on the same day as the Board of Directors meeting, unless otherwise stipulated by resolution of the Board of Directors A Board of Directors resolution adopted by absentee vote goes into effect as soon as the results are tallied for the absentee vote, which is done on the day following the deadline for members of the Board of Directors to submit their ballots to the Board of Directors, unless otherwise stipulated by resolution of the Board of Directors. Article 24. Board of Directors archive Documents and materials comprising the Board of Directors archive include: requests for convocation of a Board of Directors meeting; decisions on the convocation of Board of Directors meetings; minutes of Board of Directors meetings; attachments to minutes of Board of Directors meetings; 12

13 reference materials for meetings of the Board of Directors; audio- and video recordings of Board of Directors meetings; official correspondence journal of the Board of Directors; official correspondence of the Board of Directors; requests of members of the Board of Directors; staffing list of the secretariat of the Board of Directors; documents and materials of committees, commissions, and working groups of the Board of Directors; journal of excerpts from minutes of Board of Directors meetings; other materials and documents as determined by resolutions of the Board of Directors Documents comprising the Board of Directors archive shall be stored at the location of the secretary of the Board of Directors, except in certain cases stipulated by legislation of the Russian Federation Documents comprising the Board of Directors archive shall be stored indefinitely Inventories of documents and materials of the Board of Directors shall be recorded on paper and electronic media The systemization and archival of documents and materials of the Board of Directors shall be organized by the secretary of the Board of Directors Members of the Board of Directors shall have access to the inventory list of documents and materials of the archive, as well as to the actual materials and documents of the Board of Directors archive and shall have the right to make copies, except for the right to freely copy audio- and video recordings of meetings of the Board of Directors. Substantiation for members of the Board of Directors to copy and the procedure for copying audio- and video recordings of meetings of the Board of Directors are established by an internal document approved by the Company's Board of Directors In cases not stipulated by legislation of the Russian Federation, the Company Charter, or this Regulation, access to the Board of Directors archive is granted based on appropriate resolutions of the Board of Directors The procedure, conditions and rules for storing documents and materials comprising the Board of Directors archive shall be approved by the Board of Directors. Article 25. Secretariat of the Board of Directors, organizational and technical support of the activities of the Board of Directors The secretariat of the Board of Directors is formed and operates in accordance with the procedure approved by the Board of Directors Executive bodies of the Company provide the Board of Directors (or committees of the Board of Directors) with rooms, office equipment, communications equipment, and other equipment necessary for the Board of Directors (or committees of the Board of Directors) to fulfill its functions, and to perform other organizational and technical support of the activities of the Board of Directors in accordance with the budget approved by the Board of Directors and with other resolutions of the Board of Directors. Article 26. Procedure for approving and amending the Regulation on the Board of Directors This Regulation on the Board of Directors is approved by the General Shareholders Meeting. Adoption of a resolution on its approval requires a majority of votes of holders of voting shares participating in the General Shareholders Meeting Proposals to amend the Regulation on the Board of Directors shall be made in accordance with the procedure established by the Company Charter for including proposals into the agenda of an annual or extraordinary General Shareholders Meeting A resolution to make amendments and/or additions to the Regulation on the Board of Directors shall be adopted by the General Shareholders Meeting in accordance with the same procedure as for this Regulation on the Board of Directors. 13

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