Translated from Russian CENTRAL BANK OF THE RUSSIAN FEDERATION (BANK OF RUSSIA) MOSCOW MAIN TERRITORIAL DEPARTMENT OGRN 1037700013020 AGREED: Deputy Head of the Moscow Main Territorial Department of the Central Bank of the Russian Federation (Signed) / N.V. Rozhkova (personal signature) (initials, surname) August 06, 2012 [Stamp] Federal Tax Service Administration for the City of Moscow August 10, 2012 Senior State Tax Officer of Federal Tax Service Administration of Russia for the City of Moscow S.V. Dykunova (Signed) FEDERAL TAX SERVICE FEDERAL TAX SERVICE ADMINISTRATION FOR THE CITY OF MOSCOW OGRN 1047710091758 Amendments 6 to the Charter of Expobank Limited Liability Company, Expobank LLC, Main State Registration Number of the Credit Institution 1027739504760, the date of the state registration of the credit institution: November 05, 2002, Registration Number of the Credit Institution assigned to it by the Bank of Russia: 2998, of July 27, 1994 1. Clause 8 of Article 1 General Provisions shall read as follows: 8. The Bank shall have the right to establish branches and open representative offices, have subsidiary and dependent companies on the territory of the Russian Federation and abroad in accordance with the legislation of the Russian Federation, the Federal Law On Banks and Banking and the legislation of the foreign state at the place of location of a branch, representative office, subsidiary and dependent company, unless otherwise is provided for under international treaties of the Russian Federation. The Bank has the following branches: - in the city of St. Petersburg with registered location at: 1-3 Bolshaya Moskovskaya Street, bldg А, St. Petersburg, 191002; - in the city of Barnaul with registered location at: 31 Gebler Lane/ 102 Papanintsev Street, Barnaul, the Altai Territory, 656049; The Bank has the following representative offices: - in the city of Harbin (People's Republic of China) with registered location at: Room 526А, Area Multek Plaza, No 157 Changjiang Road, Development Zone, Harbin, China.
2. Clause 1 of Article 2 Banking Operations and Other Transactions shall read as follows: 1. The Bank shall have the right to carry out the following banking operations and may: - attract funds of individuals and legal entities in demand and term deposits; - place funds of individuals and legal entities, attracted in demand and term deposits, in its name and for its account; - open and service bank accounts of individuals and legal entities; - effect funds transfers on the instruction of individuals and legal entities including authorized correspondent banks and foreign banks on their bank accounts; - provide cash-in-transit services including collection of promissory notes, payment and settlement documents and providing cash services to individuals and legal entities; - buy and sell foreign currency in cash and non cash form; - attract precious metals in deposits and place them; - issue bank guarantees; - make funds transfers with no bank account opened including electronic funds transfers (with the exception of postal transfers). Apart from the banking operations listed above, the Bank shall have the right to effect the following transactions: - to issue sureties for third parties providing for fulfillment of money obligations; - to acquire rights of claim for fulfillment of money obligating from third parties; - to perform trust management of cash funds and other property under agreements with legal entities and individuals; - to make transactions with precious metals and precious stones in accordance with the legislation of the Russian Federation; - to rent to individuals and legal entities special premises or strong boxes located therein for the safekeeping of documents and valuables; - to perform leasing transactions; - to provide advisory and information services. The Bank shall have the right to perform other transactions in accordance with the legislation of the Russian Federation. All banking operations and transactions listed above shall be carried out in rubles and, with an appropriate license from the Bank of Russia is in place, - in foreign currency. 3. Clause 1 of Article 3 Charter Capital. List of Shareholders shall read as follows: 1. The Charter Capital of the Bank shall be formed by the nominal values of the participating interest ( shares ) of the Bank shareholders. The Charter Capital of the Bank shall be formed in the amount equal to three billion four hundred forty three million eight hundred eighty-three thousand (3,443,883,000.00) rubles. 4. Paragraph one of clause 2.15 Article 5 Governance of the Bank shall read as follows: Minutes of the General Shareholders Meeting shall be kept by the Secretary of the General Shareholders Meeting elected in accordance with the decision of the General Shareholders Meeting. 5. Sub-clause 3.2.3 of clause 3.2 Article 5 Governance of the Bank shall run as follows: 3.2.3. to approve General Policy for risk management and internal documents regulating organization of the Bank s activities; 6. Sub-clause 3.2.10 of clause 3.2 Article 5 Governance of the Bank shall run as follows: 3.2.10. to take decisions on writing off uncollectable debt under the loans extended to the Bank s Shareholders and (or) their affiliates (including large debt);
7. Sub-clauses 3.2.11 and 3.2.12 of clause 3.2 Article 5 Governance of the Bank shall be deleted. 8. Sub-clauses 3.2.13, 3.2.14, 3.2.15 and 3.2.16 of clause 3.2 Article 5 Governance of the Bank shall be re-numbered to sub-clauses 3.2.11, 3.2.12, 3.2.13 and 3.2.14 of clause 3.2 Article 5 Governance of the Bank accordingly. 9. Paragraph two of clause 3.3 Article 5 Governance of the Bank shall read as follows: Members of the Board of Directors are elected by the General Shareholders Meeting for the term until the next ordinary General Shareholders Meeting and may be re-elected unlimited number of times. 10. Paragraph one of clause 3.4 Article 5 Governance of the Bank shall read as follows: Members of the Board of Directors of the Bank shall elect among themselves the Chairman of the Board of Directors. 11. Sub-clause 5.2.7 of clause 5.2 Article 5 Governance of the Bank shall read as follows: 5.2.7. taking decisions on writing off uncollectable debt that equals to or exceeds one (1) per cent of the Bank s equity (capital) out of the provisions raised, and also taking decisions re the fact that there is no need to support such write-offs by relevant regulations of authorized government bodies; 12. Sub-clause 5.2.8 of clause 5.2 Article 5 Governance of the Bank shall read as follows: 5.2.8. transferring for the review of the Board of Directors issues on writing off uncollectable debt under the loans extended to the Bank Shareholders and (or) their affiliates (including large debt); 13. Sub-clause 5.2.9 of clause 5.2 Article 5 Governance of the Bank shall read as follows: 5.2.9. approval of internal Bank policies (credit, tax, accounting) whose approval does not fall within the competence of other governing bodies of the Bank. 14. Paragraph one of clause 5.5 Article 5 Governance of the Bank shall read as follows: Minutes shall be kept at the meeting of the Management Committee, which shall be drawn up by the Secretary of the Management Committee of the Bank appointed under the decision of the Management Committee. 15. Sub-clause 6.2.11 of clause 6.2 Article 5 Governance of the Bank shall read as follows: 6.2.11. take decisions on classifying loans to higher quality category, on acknowledging debt servicing as good and on adjusting loans classifications; 16. Clause 6.2 of Article 5 Governance of the Bank shall be supplemented by sub-clause 6.2.12 and shall read as follows: 6.2.12. take decisions on writing off uncollectable debt that does not exceed one (1) per cent of the Bank s equity (capital) out of the provisions raised, and shall also take decisions re the fact that there is no need to support such write-offs by relevant regulations of authorized government bodies; 17. Clause 6.2 of Article 5 Governance of the Bank shall be supplemented by sub-clause 6.2.13 and shall read as follows: 6.2.13. exercise other powers not falling within the competence of the General Shareholders Meeting, the Board of Directors and the Management Committee of the Bank. 18. Sub-clause (e) of clause 1 Article 6 Rights and Obligations of the Bank Shareholders shall read as follows:
(e) demand from the Bank to purchase the share in cases stipulated by the Federal Law On Limited Liability Companies ; 19. Clause 3 of Article 7 Transfer of Share (Part of Share) in the Charter Capital to Other Shareholders or Third Parties shall be supplemented by paragraph two which shall read as follows: The Bank shall be entitled to the preemptive right to purchase the share (or part hereof) belonging to a shareholder in the company at the offer price to a third party in case other shareholders of the Bank have not exercised their preemptive right to purchase the share (or part hereof) of that shareholder. 20. Clause 5 of Article 7 Transfer of Share (Part of Share) in the Charter Capital to Other Shareholders or Third Parties shall be supplemented by paragraph three which shall read as follows: The Bank shall be entitled to the preemptive right to purchase the share or part hereof in the Charter Capital of the Bank within ten days after the expiration of the timeframe during which the shareholders are entitled to the preemptive right to purchase the share or part hereof in the Charter Capital of the Bank. 21. Clause 6 of Article 7 Transfer of Share (Part of Share) in the Charter Capital to Other Shareholders or Third Parties shall read as follows: 6. The shareholder s and the Bank s preemptive right to buy the share or part hereof in the Charter Capital is terminated on the day of: - submission of a written application with the refusal to exercise the preemptive right; - termination of the timeframe to exercise the preemptive right; Shareholders applications with the refusal to exercise the preemptive right to buy the share or part hereof shall be submitted to the Bank before the lapse of the timeframe for the exercise of this preemptive right set in accordance with paragraph one of clause 5 hereof. The Bank s application with the refusal to exercise the right to buy the share or part hereof in the Charter Capital shall be submitted, within the timeframe stipulated by the Charter, to the shareholder that has made the firm offer for selling the share or part hereof by the sole executive body of the Bank. 22. Clause 1 of Article 8 Acquisition of Share (Part of Share) in the Charter Capital by the Bank shall read as follows: 1. The Bank may not acquire a share or part hereof in its Charter Capital except for the cases stipulated by the Federal law On limited liability companies and the Charter of the Bank. 23. Clause 5 of Article 8 Acquisition of Share (Part of Share) in the Charter Capital by the Bank shall read as follows: 5. The share or part hereof shall be transferred to the Bank on the date when: - the Bank receives a Shareholder s request to acquire the share; - the court decision on excluding the Shareholder from the Bank comes into legal force; - the Bank receives from any Bank shareholder a refusal to provide consent for the transfer of the share or part hereof in the Charter Capital of the Bank to a party that acquired the share or part hereof in the Charter Capital through the open sale; - the Bank pays the actual value of the share or part hereof belonging to the Bank Shareholder on the demand of their creditors; - relevant amendments regarding the Bank s exercising its preemptive right to purchase a share (or part hereof) to the entry in the Unified State Register of Legal Entities have been made. 24. Clause 1 of Article 10 Exit of the Bank Shareholder shall read as follows: 1. Shareholders exiting the Bank may not be allowed. 25. Clauses 2-5 of Article 10 Exit of the Bank Shareholder shall be deleted.
26. Paragraph four of clause 5.2 Article 21 Internal Control in the Bank shall read as follows: [shall] appoint one of its members to be responsible for organization and effective operation of the Internal Control System or establish a relevant committee reporting to the Board of Directors of the Bank; These amendments were made by the extraordinary General Shareholders Meeting of Expobank LLC, Minutes w/n dated 03 July 2012. Chairman of the Management Committee of Expobank LLC Signed K.V. Nifontov Expobank Limited Liability Company OGRN 1027739504760 *Moscow*