Quorum of the General Meeting of Shareholders.

The general meeting of shareholders of the Company entitled to (a quorum), if it is attended by

shareholders holding in aggregate more than half of the voting shares of the Company.

If the agenda of the General Meeting of Shareholders includes matters voted on by different

groups of voters, the quorum for a decision on these matters shall be determined separately.

Who participated in the general meeting of shareholders of the Company as shareholders who

have registered to participate in it. Participants to the General Meeting of Shareholders held in the

form of absentee voting, as shareholders whose ballots are received before the deadline.

In the absence of a quorum at the Annual General Meeting of Shareholders shall be held a general

meeting of shareholders with the same agenda. If there is no quorum for an extraordinary general

meeting of shareholders may be held the second general meeting of shareholders with the same

agenda.

Repeated general meeting of shareholders of the Company entitled to (a quorum), if it is attended

by shareholders holding in aggregate not less than 30 percent of the voting shares of the

Company.

The notice of the adjourned General Meeting of Shareholders in accordance with the requirements

of Article 52 of the Federal law.

If the second general meeting of shareholders of the Company within 40 days after the failed

General Meeting of Shareholders entitled to attend the general meeting of shareholders of the

Company shall be determined in accordance with the list of persons entitled to participate in the

original General Meeting of Shareholders.

Extraordinary General Meeting of Shareholders.

Extraordinary general meeting of shareholders of the Company held by the decision of the Board

of Directors of the Company on its own initiative, the requirements of the audit commission

(auditor) of the Company's auditor and the shareholders (shareholder) owning not less than 10

percent of the voting shares of the Company on the date of the request.

An extraordinary general meeting of shareholders of the Company at the request of the audit

commission (auditor) of the Company's auditor or shareholders (shareholder) owning not less than

10 percent of the voting shares of the Company, as well as in cases where, in accordance with

Articles 68 - 70 of the Federal Law Council Directors shall decide to hold an extraordinary general

meeting of shareholders by the Board of Directors of the Company. Such an extraordinary general

meeting of shareholders must be held within 40 days from the date of the request to hold it.

If the proposed agenda of the extraordinary general shareholders' meeting includes the election of

members of the Board of Directors of the Company, such general meeting of shareholders must

be held within 50 days from the date of the request to hold an extraordinary general meeting of

shareholders or of the decision to hold it by the Board of Directors (the if the Board of Directors

shall take such a decision).

The request to hold an extraordinary general meeting of shareholders shall state the issues to be

included in the agenda of the meeting.

The requirement to hold an extraordinary general meeting of shareholders shall be made in writing

in accordance with the requirements of paragraphs 4 and 5 of Article 55 of Federal Law.

The Board of Directors of the Company may not make any changes to the wording of the agenda,

draft resolutions on such issues or change in the form of an extraordinary general meeting of

shareholders to be convened at the request of the audit commission (auditor) of the Company's

auditor or shareholders (shareholder) owning not less than 10 percent of the voting shares of the

Company.

Within five days from the date of the request audit commission (auditor) of the Company's

auditor or shareholders (shareholder) owning not less than 10 percent of the voting shares of the

Company to convene an extraordinary general meeting of shareholders of the Company's Board

of Directors shall decide on the convening of extraordinary general meeting of shareholders or to

refuse to convene it.

The decision not to convene an extraordinary general meeting of shareholders of the Company

at the request of the audit commission (auditor) of the Company's auditor or shareholders

(shareholder) owning not less than 10 percent of the voting shares of the Company may be taken

only in cases provided for in paragraph 6 of Article 55 of the Federal law.

The Board of Directors of the Company to convene an extraordinary general meeting of

shareholders or a reasoned decision to refuse to convene the persons requesting such meeting

not later than three days from the date of the decision.

Decision of the Board of Directors to refuse to convene an extraordinary general meeting of

shareholders may be appealed in court.

If within the specified period by the Federal Law by the Board of Directors of the Company

decided not to convene an extraordinary general meeting of shareholders or a decision to refuse

to convene, the extraordinary general meeting of shareholders may be convened by the bodies

and persons who request it. The bodies and persons convening an extraordinary general meeting

of shareholders of the Company have provided federal law powers necessary for the calling and

holding of the General Meeting of Shareholders.

In this case, the costs of preparation and holding of the General Meeting of Shareholders of

the Company may be reimbursed by the general meeting of shareholders at the expense of the

Company.

Proposals for the agenda of the general meeting Shareholders of the Company.

The shareholder (s) holding in the aggregate not less than 2 percent of the voting shares of the

Company shall be entitled to propose items for the agenda of the annual general meeting of

shareholders and to nominate candidates for the Board of Directors, the Audit Commission (Audit)

of the Company, whose number may not exceed the number of this body, as well as candidates

for the position of the authorized person of the Company. Such proposals must be received by the

Company no later than 30 days after the end of the fiscal year.

Proposal for the inclusion of items in the agenda of the General Meeting of Shareholders and

nomination of candidates shall be made in writing and shall be made in accordance with the

requirements of paragraphs 3 and 4 of Article 53 of the Federal law.

The Board of Directors shall consider the proposals and make a decision on their inclusion in

the agenda of the general meeting of shareholders of the Company, or to refuse to include in the

agenda not later than five days after the end of the period specified in paragraph 1 of this article of

the statute.

Question proposed by the shareholder (s) shall be included in the agenda of the general meeting

of shareholders, as well as nominated candidates shall be included in the list of candidates for

election to the respective body of the Company, except as provided for in paragraph 5 of Article 53

of the Federal law.

Reasoned decision of the Board of Directors of the Company to refuse to include the proposed

item on the agenda of the general meeting of shareholders of the Company or a candidate in the

list of candidates for election to the appropriate authority of the Company to the shareholder (s)

who submitted a question or nominated candidate not later than three days from the date of its

adoption.

The Board of Directors of the Company to refuse to include the issue on the agenda of the general

meeting of shareholders of the Company or a candidate in the list of candidates for election to the

respective body of the Company, as well as dodging the Board of Directors of the decision can be

appealed in court.

The Board of Directors may not amend the wording of items proposed for inclusion in the agenda

of the general meeting of shareholders, and the wording of decisions on such matters.

In addition to the items proposed for inclusion in the agenda of the general meeting of

shareholders of the Company's shareholders, as well as in the absence of such proposals, the

absence or insufficient number of candidates proposed by shareholders for the relevant body, the

Board of Directors of the Company shall be entitled to include in the agenda of the general meeting

of shareholders

Information about the General Meeting Shareholders of the Company.

Notice of the General Meeting of Shareholders shall be made not later than 20 days, and the

notice of the general meeting of shareholders, the agenda of which includes the reorganization of

the Company, - not later than 30 days prior to the meeting.

In the case specified in paragraph 2 of Article 53 of the Federal law, notice of the extraordinary

general meeting of shareholders shall be made not later than 50 days prior to the meeting.

In these terms, a notice of a general meeting of shareholders shall be sent to each person on

the list of persons entitled to attend the general meeting of shareholders of the Company, by

registered mail or delivered to each of the parties upon signature or directed otherwise in writing

with confirmation receipt.

A notice of a general meeting of shareholders must be given the information provided for in

paragraph 2 of Article 52 of the Federal law.

Persons entitled to attend the general meeting of shareholders, in preparation for the general

meeting of shareholders provided for reference information (materials) provided for in paragraph

3 of Article 52 of the Federal Act, as well as other information (materials) necessary for the

shareholders. Procedure and terms of reference with the above information (materials) provided for

in paragraph 3 of Article 52 of the Federal law.

Right to participate in the general meeting of shareholders.

The list of persons entitled to participate in the general meeting of shareholders shall be made on

the basis of the register of shareholders of the Company on the date established by the Board of

Directors of the Company.

Date of the list of persons entitled to attend the general meeting of shareholders of the Company

may not be earlier than the date of the decision of the General Meeting of shareholders and more

than 50 days, and in the case specified in paragraph 2 of Article 53 of the Federal law - no more

than 65 days before the date of the general meeting of shareholders.

Familiarization with the list of persons entitled to attend the general meeting of shareholders, as

well as the provision of extracts from this list according to the procedure set forth in Article 51 of

the Federal law.

Changes to the list of persons entitled to attend the general meeting of shareholders may be made

only in the case of restoration of violated rights of persons not included in the said list on the date

of its preparation, or correcting errors in its drafting.

The general meeting of shareholders of the Company.

Voting rights at the general meeting of shareholders on matters put to the vote, shareholders -

holders of voting shares.

The general meeting of shareholders on the issue put to a vote by a majority of votes of

shareholders - owners of voting shares participating in the meeting.

Decision on the issues referred to in paragraphs 2, 6 and 13 - 20, paragraph 1, Article 16 of the

Charter, adopted by the general meeting of shareholders only on the proposal of the Board of

Directors of the Company.

The decision on the matters specified in paragraphs 1 - 3, 5, and 16, paragraph 1, Article 16 of the

Charter, adopted by the general meeting of shareholders by a majority of three-quarters of votes of

shareholders - owners of voting shares participating in the general meeting of shareholders.

Decision on the matter referred to in subparagraph 4 of paragraph 1 of Article 16 of the Charter,

adopted by the general meeting of shareholders by cumulative voting, ie each voting share

accounts for the number of votes equal to the total number of board members.

The decision on the placement of the shares (or securities convertible into shares) through a

private subscription by the general meeting of shareholders by a majority of three-quarters of votes

of shareholders - owners of voting shares participating in the general meeting of shareholders.

Decision on approval of a major transaction involving property the value of which is more than

50 percent of the book value of the assets of the Company, adopted by the general meeting of

shareholders by a majority of three-quarters of votes of shareholders - owners of voting shares

participating in the general meeting of shareholders.

The procedure for the adoption of the general meeting of shareholders of the order of the General

Meeting of Shareholders is set by internal documents of the Company approved by the general

meeting of shareholders.

General meeting of shareholders shall not be entitled to make decisions on matters not included in

the agenda of the meeting, as well as to change the agenda.

Shareholder, the owner of the voting shares are entitled to appeal against the decision taken

by the general meeting of shareholders in violation of Federal law, other legal acts of the

Russian Federation, the Articles of Association, if he did not participate in the general meeting of

shareholders or voted against the adoption of such a decision and the decision violated his rights

and legitimate interests. Such an application may be filed in court within six months from the date

when the shareholder knew or should have known of the decision.

Competence of the General Meeting of Shareholders.

The general meeting of shareholders of the Company include the following issues:

changes and additions to the charter or approval of the Articles of Association as amended;

reorganization of the Company;

liquidation of the Company, appointment of the liquidation commission and approval of interim and

final liquidation balance sheets;

determination of the composition of the Board of Directors, election of its members and early

termination of their powers;

determine the number, par value, category (type) of authorized shares and the rights granted by

these shares;

increase the share capital by increasing the nominal value of shares or by issuing additional

shares;

reduction of the authorized capital of the Company by reducing the par value of shares, acquisition

of shares in order to reduce their total number, as well as through the redemption of shares

acquired or repurchased by the Company;

election of members of the audit commission (auditor) of the Company and early termination of

their powers;

approval of the auditor of the Company;

approval of annual reports, annual financial statements, including profit and loss statements

(profit and loss accounts) of the Company, as well as the distribution of profits, including payment

(declaration) of dividends, and losses of the Company for the financial year;

determining the order of the General Meeting of Shareholders;

election of members of the counting commission and early termination of their powers;

splitting and consolidation of shares;

decisions on approval of transactions in cases provided for in Chapter XI of the Federal Law;

decisions on approval of major transactions in cases provided for in Chapter X of the Federal Act;

acquisition of the issued shares in cases stipulated by the Federal Law;

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

months of the fiscal year;

decision on participation in financial and industrial groups, associations and other business entities;

approval of internal documents regulating the activities of the Company;

decision to transfer the powers of the sole executive body of the commercial organization

(management company) or individual entrepreneur (manager), as well as to terminate the powers

of the managing organization or manager;

elected from among the shareholders of the Company of the authorized person of the Company

(the decisive question of holding a general meeting of shareholders of the Company and the

approval of its agenda) and the early termination of his powers;

formation of the executive body of the Company and early termination of his powers;

decide on other matters provided for in this statute and federal law.

Issues related to the competence of the general meeting of shareholders can not be delegated to

the Board of Directors of the Company.

Issues related to the competence of the general meeting of shareholders can not be delegated to

the executive body of the Company.

General meeting of shareholders may not consider and make decisions on matters not falling

within its competence by the Federal law.

Company's shareholders.

1 The shareholders of the Company may be physical and (or) legal entities.

2 Shareholders of the Company may be foreign legal entities and (or) natural persons in

accordance with the legislation of the Russian Federation.

3 The number of shareholders of the Company closed shall not exceed fifty, unless otherwise

provided by the legislation of the Russian Federation.

4 The Company may not be the sole shareholder of another company, consisting of one person.