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General Meeting of Shareholders↓

The General Meeting of Shareholders is the supreme authority of the Company.

10.1. The following issues come within the terms of reference of the shareholders’ general meeting:

1) making changes and amendments in the Articles of Association, or adoption of the restated Articles of Association;

2) restructuring of the Company;

3) winding-up of the Company, appointment of a liquidation commission and approbation of interim and final liquidation statements;

4) determining the number, nominal value, category (type) of the authorized stock and rights granted by this stock;

5) expansion of the Company’s authorized capital through an increase of the shares nominal value or through placing of additional shares;

6) reduction of the authorized capital of the Company through reduction of the nominal value of the shares by means of the Company’s buying of part of the shares  for the purpose of reducing their total number as well as by means of retirement of the shares purchased or repurchased by the Company;

7) split-up and reverse split of the Company’s shares;

8) taking a decision on the Company’s placing of the bonds convertible into shares and other issue securities convertible into shares;

9) election of the Company Board of Directors members and early termination of their powers;

10) election of members of the Company Audit Commission and early termination of their powers;

11) approbation of the Company Auditor;

12) taking a decision on delegation of powers of the Company’s sole executive body to a managing organization (managing director) and early termination of the powers of the managing organization (managing director);

13) approbation of an annual report, annual accounting statement including a profit and loss statement (profit and loss accounts) of the Company, as well as distribution of profit including payment (declaration) of dividends, with the exception of the profit distributed as dividends based on the results of the first quarter, six months, nine months of the fiscal year) and losses of the Company based on the results of the fiscal year;

14) payment (declaration) of dividends based on the results of the first quarter, six months, nine months of the fiscal year;

15) establishment of the order of the Company General Meeting of Shareholders;

16) taking decisions on approving transactions in cases stipulated by article 83 of the Federal Law “On joint-stock companies”;

17) taking decisions on approval of major transactions in cases stipulated by article 79 of the Federal Law “On joint-stock companies”;

18) taking a decision on participation in holding companies, financial industrial groups, associations and other integrated commercial organizations;

19) approbation of internal documents regulating activities of the Company bodies;

20) taking a decision on payment of remunerations and/or compensations to the members of the Audit Commission;

21) taking a decision on payment of remunerations and/or compensations to the members of the Company Board of Directors;

22) solution of other issues stipulated by the Federal Law “On joint-stock companies”.

10.2. Issues falling into the competence of the General Meeting of Shareholders shall not be remitted to the Board of Directors, Board and General Director of the Company to be decided upon by them.

The General Meeting of Shareholders is not empowered to consider issues not coming into its competence by the Federal Law “On joint-stock companies” and take decisions on the above-mentioned matters.

10.3. A decision of the General Meeting of Shareholders on the issue put to a vote shall be adopted by the majority of the shareholders’ votes – owners of the Company’s voting shares participating in the meeting – unless otherwise is established by the Federal Law “On joint-stock companies”.

10.4. Decisions of the General Meeting of Shareholders shall be adopted by the majority of three fourths of the shareholders’ votes – owners of the Company’s voting shares participating in General Meeting of the Company Shareholders – on the following matters:

• introducing of alterations and amendments into the Articles of Association or approbation of the restated Articles of Association;
• restructuring of the Company;
• winding-up of the Company, appointment of a liquidation commission and approbation of interim and final liquidation statements;
• determining the number, nominal value, category (type) of the authorized stock and rights granted by this stock;
• placing of shares (Company’s issuable securities convertible into shares) through private offering by the decision of the General Meeting of Shareholders on expansion of the Company authorized capital by way of placing additional shares (on placing of issuable Company securities convertible into shares);
• placing of common shares comprising more than 25 (Twenty five) percent of the previously placed common shares through public offering;
• placing of issuable securities which can be converted into common shares comprising more than 25 (Twenty five) percent of the previously placed common shares through public offering;
• making decisions on approval of a major transaction the subject of which is the property the value of which is more than 50 (Fifty) percent of the book value of the Company assets.

Decision on approval of a transaction in regard to making of which there is concernment in accordance with article 81 of the Federal Law “On joint-stock companies” shall be taken by the Company General Meeting of Shareholders in accordance with article 83 of the Federal Law “On joint-stock companies”.

10.5. Issues stipulated by subparagraphs 2, 5, 7, 8, 12-21 of paragraph 10.2 of article 10 of these Articles of Association shall be proposed for consideration of the Company General Meeting of Shareholders only at the suggestion of the Company Board of Directors.

10.6. The Company General Meeting of Shareholders is not empowered to make decisions on issues not included into the agenda of the Company General Meeting of Shareholders or to alter the agenda.

10.7. The General Meeting of Shareholders shall vote based on the principle “one voting share – one vote”, with the exception of a cumulative voting on the issue of electing members of the Company Board of Directors.

In the event of cumulative voting the number of votes belonging to each shareholder shall be multiplied by the number of persons to be elected as members of the Company Board of Directors, and a shareholder is authorized to give the votes obtained in this way in total for a single nominee or distribute them between two or more nominees. Nominees obtaining the highest number of votes shall be considered elected members of the Company Board of Directors.

10.8. The Company General Meeting of Shareholders may be held at the location of the Company or in the city of Moscow or some other settlement stipulated by the Company’s interior document regulating a procedure of the Company General Meeting of Shareholders activities.

A specific address of holding of the Company General Meeting of Shareholders shall be established by the Board of Directors in terms of solution of problems relating to preparation of holding the Company General Meeting of Shareholders.

10.9. It is the Chairman of the Company Board of Directors who shall take the chair at the General Meeting of Shareholders.

In the event of absence of the Chairman of the Board of Directors at the General Meeting of Shareholders, the chair at the General Meeting of Shareholders shall be taken by the Deputy Chairman of the Board of Directors.

In the event of absence of the Chairman of the Board of Directors and his Deputy at the General Meeting of Shareholders, by the decision of member of the Board of Directors present at the General Meeting of Shareholders the chair may be taken by any member of the Board of Directors.

10.10. If all voting shares of the Company belong to a single shareholder, the decisions on issues coming into the competence of the General Meeting of Shareholders shall be made by this shareholder (authorized managing body of the shareholder), drawn in writing and brought to the knowledge of the Company. At the same time, provisions of articles 10-15 of the Articles of Association, which determine the procedure and term of preparation, convocation and holding of the General Meeting of Shareholders, shall not be applied, with the exception of provisions relating to the term of holding the annual General Meeting of Shareholders.